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Tenneco Clean Air India Limited Red Herring Prospectus

Tenneco Clean Air India Limited is conducting a public offering of equity shares with a total offer size of up to ₹36,000 million, consisting of a fresh issue and an offer for sale by its promoter shareholders. The company, which was converted from a private to a public limited entity in 2025, emphasizes the risks associated with investing in its shares, particularly as this is its first public offering. The shares are proposed to be listed on the BSE and NSE, and the offer will be conducted through a book-building process with specific allocations for different investor categories.

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20 views674 pages

Tenneco Clean Air India Limited Red Herring Prospectus

Tenneco Clean Air India Limited is conducting a public offering of equity shares with a total offer size of up to ₹36,000 million, consisting of a fresh issue and an offer for sale by its promoter shareholders. The company, which was converted from a private to a public limited entity in 2025, emphasizes the risks associated with investing in its shares, particularly as this is its first public offering. The shares are proposed to be listed on the BSE and NSE, and the offer will be conducted through a book-building process with specific allocations for different investor categories.

Uploaded by

adarsh
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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RED HERRING PROSPECTUS

Dated November 5, 2025


Please read Section 32 of the Companies Act, 2013
100% Book Built Offer

(Please scan this QR Code to


view this Red Herring
Prospectus)

TENNECO CLEAN AIR INDIA LIMITED


CORPORATE IDENTITY NUMBER: U29308TN2018FLC126510
CONTACT TELEPHONE AND E-
REGISTERED OFFICE CORPORATE OFFICE WEBSITE
PERSON MAIL
RNS2, Nissan Supplier Park Telephone:
10th Floor, Tower B, Paras
SIPCOT Industrial Park Roopali Singh +91 124 4784 530
Twin Towers, Sector-54, Golf
Oragadam Industrial Corridor Company Secretary E-mail:
Course Road, Gurugram – 122 www.tennecoindia.com
Sriperumbudur Taluk, and Compliance TennecoIndiaInvestors@
002, Haryana, India
Kancheepuram District - 602 105, Officer tenneco.com
Tamil Nadu, India
OUR PROMOTERS: TENNECO MAURITIUS HOLDINGS LIMITED, TENNECO (MAURITIUS) LIMITED, FEDERAL-MOGUL
INVESTMENTS B.V., FEDERAL-MOGUL PTY LTD AND TENNECO LLC
DETAILS OF THE OFFER TO PUBLIC
Fresh Issue Offer For Sale
Type Total Offer size Eligibility and Share Reservation among QIBs, NIIs and RIIs
size size
Offer for Sale Not applicable Up to [●] Equity Up to [●] Equity The Offer is being made pursuant to Regulation 6(1) of the
Shares of face Shares of face Securities and Exchange Board of India (Issue of Capital and
value of ₹ 10 value of ₹ 10 Disclosure Requirements) Regulations, 2018, as amended (“SEBI
each aggregating each ICDR Regulations”). For details, see “Other Regulatory and
up to ₹ 36,000.00 aggregating up Statutory Disclosures – Eligibility for the Offer” on page 545. For
million to ₹ 36,000.00 details of share reservation among QIBs, NIIs and RIIs, see “Offer
million Structure” beginning on page 572
DETAILS OF THE PROMOTER SELLING SHAREHOLDER, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF
ACQUISITION PER EQUITY SHARE

Name of the Selling Maximum Number of Offered Weighted Average Cost of


Type
Shareholder Shares Acquisition Per Equity Share
(₹)(1)
Tenneco Mauritius Holdings Promoter Selling Shareholder Up to [●] Equity Shares of face value 138.14
Limited of ₹ 10 each aggregating up to ₹
36,000.00 million
(1)
As certified by B.B. & Associates (FRN No. 023670N), Chartered Accountants, by way of their certificate dated November 5, 2025.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of our
Equity Shares is ₹ 10 each. The Floor Price, Cap Price and Offer Price (as determined by our Company, in consultation with the BRLMs) on the
basis of the assessment of market demand for the Equity Shares by way of the Book Building Process and in accordance with SEBI ICDR
Regulations, and as stated in “Basis for Offer Price” beginning on page 165 should not be taken to be indicative of the market price of the Equity
Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding
the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can
afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision
in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks
involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India
(“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the Bidders
is invited to “Risk Factors” beginning on page 59.
ISSUER’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all
information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red
Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held, and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any
of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, the Promoter Selling
Shareholder, accepts responsibility for and confirms only statements and undertakings expressly made by it in this Red Herring Prospectus solely
in relation to itself and the Offered Shares and confirms that such statements are true and correct in all material respects and are not misleading
in any material respect.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the stock exchanges being the BSE Limited (“BSE”) and the
National Stock Exchange of India Limited (“NSE”, and together with the BSE, the “Stock Exchanges”). For the purposes of the Offer, NSE is the
Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
Name Of the Book Running Lead Manager and logo Contact Person(S) Telephone And E-Mail

Telephone: +91 22 6630 3030


JM Financial Limited Prachee Dhuri E-mail: [email protected]

Citigroup Global Markets India Jitesh Agarwal Telephone: +91 22 6175 9999
Private Limited E-mail: [email protected]

Harish Patel Telephone: +91 22 4325 2183


Axis Capital Limited
E-mail: [email protected]

HSBC Securities and Capital Telephone: +91 22 6864 1289


Markets (India) Private Limited E-mail: [email protected]
Harsh Thakkar / Harshit Tayal
DETAILS OF REGISTRAR TO THE OFFER
Name Of Registrar Contact Person Telephone And E-Mail
Telephone: +91 22 4918 6000
MUFG Intime India Private Limited
Shanti Gopalkrishnan E-mail:
(formerly Link Intime India Private Limited)
[email protected]
BID/OFFER PERIOD
Tuesday, Wednesday, Friday,
Anchor Investor Bidding date(1) November Bid/Offer opens on(1) November Bid/Offer closes on(2) November
11, 2025 12, 2025 14, 2025
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be
one Working Day prior to the Bid/Offer Opening Date.
(2) UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
RED HERRING PROSPECTUS
Dated November 5, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer

TENNECO CLEAN AIR INDIA LIMITED


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.

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: [email protected]; 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.

THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE
DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS, AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY
NEWSPAPER), ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER), AND CHENNAI EDITION OF MAKKAL KURAL (A WIDELY CIRCULATED TAMIL
DAILY NEWSPAPER, TAMIL BEING THE REGIONAL LANGUAGE OF TAMIL NADU WHERE OUR REGISTERED OFFICE IS SITUATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER
OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE AND NSE FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.

In case of any revision in the Price Band, the Bid/Offer Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/Offer Period not exceeding 10 Working Days. In
cases of force majeure, banking strike or similar unforeseen circumstances, our Company, may in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working Day,
subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a public
notice and also by indicating the change on the respective websites of the BRLMs and at the terminals of the Members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book
Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB
Portion”), provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in consultation
with the BRLMs, in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds
at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”). In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added
to the remaining QIB Portion (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids being received at or above the Offer Price,
and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price.
Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors (“Non-Institutional Portion”) of which one-third of the Non-Institutional Portion shall be available for allocation to Bidders with an
application size of more than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 1,000,000 and under-subscription in either
of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above
the Offer Price. Further, not less than 35% of the Offer shall be available for allocation to Retail Individual Investors (“Retail Portion”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them
at or above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective
bank account (including UPI ID (defined hereinafter) in case of UPI Bidders (defined hereinafter)) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or the Sponsor Bank(s), as the case may be.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 576.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10. The Offer Price/Floor Price/Cap Price, as determined by our Company, in consultation
with the BRLMs on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process and in accordance with the SEBI ICDR Regulations and as stated in “Basis for Offer Price” beginning on
page 165, should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the
price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the
risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of the Issuer and the Offer, including the risks involved. The Equity Shares have
not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 59.
ISSUER’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the
Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held, and that
there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, the Promoter
Selling Shareholder, accepts responsibility for and confirms only statements and undertakings expressly made it in this Red Herring Prospectus solely in relation to itself and the Offered Shares and confirms that such statements are true
and correct in all material respects and are not misleading in any material respect. However, the Promoter Selling Shareholder, in such capacity, does not assume any responsibility for any other statements and undertakings, including
without limitation, any and all of the statements and undertakings made by or in relation to our Company or its business or any other person, in this Red Herring Prospectus.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their
letters each dated August 26, 2025. For the purposes of the Offer, NSE shall be the Designated Stock Exchange. A signed copy of this Red Herring Prospectus has been filed and the Prospectus shall be filed with the RoC in accordance
with Section 26(4) of the Companies Act. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and
Documents for Inspection” beginning on page 656.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

JM Financial Limited Citigroup Global Markets India Private Axis Capital Limited HSBC Securities and Capital Markets MUFG Intime India Private Limited
7th Floor, Cnergy Limited 1st Floor, P. B. Marg (India) Private Limited (formerly known as Link Intime India
Appasaheb Marathe Marg 1202, 12th Floor, First International Financial Worli, Mumbai 400 025 52/60, Mahatma Gandhi Road, Private Limited)
Prabhadevi, Mumbai, 400025 Centre, G Block Bandra Kurla Complex Maharashtra, India Fort, Mumbai 400 001 C-101, 247 Park, 1st Floor
Maharashtra, India Bandra (East), Mumbai - 400 098 Tel: +91 22 4325 2183 Maharashtra, India LBS Marg, Vikhroli (West)
Tel: +91 22 6630 3030 Maharashtra, India E-mail: [email protected] Tel: +91 22 6864 1289 Mumbai 400 083
E-mail: [email protected] Tel: +91 22 6175 9999 Investor Grievance E-mail: E-mail: [email protected] Maharashtra, India
Investor grievance e-mail: E-mail: [email protected] [email protected] Investor grievance e-mail: Tel: +91 81081 14949
[email protected] Investor grievance e-mail: Website: www.axiscapital.co.in [email protected] E-mail:
Website: www.jmfl.com [email protected] Contact Person: Harish Patel Website: www.business.hsbc.co.in [email protected]
Contact person: Prachee Dhuri Website: SEBI Registration No: INM000012029 Contact person: Harsh Thakkar / Harshit Investor grievance e-mail:
SEBI registration no.: INM000010361 https://www.citigroup.com/global/about- Tayal [email protected]
us/global-presence/india/disclaimer SEBI registration no.: INM000010353 Website: https://in.mpms.mufg.com/
Contact person: Jitesh Agarwal Contact person: Shanti Gopalkrishnan
SEBI registration no.: INM000010718 SEBI registration no.: INR000004058

BID/OFFER PROGRAMME
Anchor Investor Bidding Date(1) Tuesday, November 11, 2025 Bid/Offer opens on(1) Wednesday, November 12, 2025 Bid/Offer closes on(2) Friday, November 14, 2025
(1)
Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening
Date.
(2)
UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
[This page is intentionally left blank]
TABLE OF CONTENTS
SECTION I: GENERAL ...................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 1
SUMMARY OF THE OFFER DOCUMENT ................................................................................................... 18
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .... 52
FORWARD-LOOKING STATEMENTS ........................................................................................................ 58
SECTION II: RISK FACTORS ........................................................................................................................ 59
SECTION III: INTRODUCTION .................................................................................................................. 127
THE OFFER ................................................................................................................................................... 127
SUMMARY OF FINANCIAL INFORMATION ........................................................................................... 129
GENERAL INFORMATION ......................................................................................................................... 136
CAPITAL STRUCTURE ............................................................................................................................... 146
OBJECTS OF THE OFFER ............................................................................................................................ 162
BASIS FOR OFFER PRICE ........................................................................................................................... 165
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................. 181
SECTION IV: ABOUT OUR COMPANY ..................................................................................................... 195
INDUSTRY OVERVIEW .............................................................................................................................. 195
OUR BUSINESS ............................................................................................................................................ 267
KEY REGULATIONS AND POLICIES IN INDIA ....................................................................................... 323
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................ 331
OUR MANAGEMENT .................................................................................................................................. 344
OUR PROMOTERS AND PROMOTER GROUP ......................................................................................... 361
OUR GROUP COMPANIES .......................................................................................................................... 372
DIVIDEND POLICY ..................................................................................................................................... 376
SECTION V: FINANCIAL INFORMATION ............................................................................................... 377
RESTATED CONSOLIDATED FINANCIAL INFORMATION.................................................................. 377
OTHER FINANCIAL INFORMATION ........................................................................................................ 484
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................... 492
CAPITALISATION STATEMENT ............................................................................................................... 531
FINANCIAL INDEBTEDNESS .................................................................................................................... 532
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................. 534
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................................... 534
GOVERNMENT AND OTHER APPROVALS ............................................................................................. 541
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 545
SECTION VII: OFFER INFORMATION ..................................................................................................... 565
TERMS OF THE OFFER ............................................................................................................................... 565
OFFER STRUCTURE .................................................................................................................................... 572
OFFER PROCEDURE ................................................................................................................................... 576
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 596
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION............................................ 598
SECTION IX: OTHER INFORMATION ..................................................................................................... 656
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................ 656
DECLARATION ............................................................................................................................................ 660
SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation,
rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule,
guideline, policy, circular, notification or clarification as amended and any reference to a statutory provision
shall include any subordinate legislation made from time to time under that provision. Further, the Offer related
terms used but not defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under
the General Information Document. In case of any inconsistency between the definitions given below and the
definitions contained in the General Information Document (as defined below), the definitions given below shall
prevail.

The words and expressions used in this Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA,
the Depositories Act or the respective rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Basis for Offer Price”, “Statement of Special Tax Benefits”,
“Industry Overview”, “Key Regulations and Policies in India”, “Restated Consolidated Financial
Information”, “Other Financial Information”, “Outstanding Litigation and Material Developments”, “Offer
Procedure” and “Main Provisions of Articles of Association”, beginning on pages 165, 181, 195, 323, 377, 484,
534, 576 and 598, respectively, will have the meaning ascribed to such terms in those respective sections.

General Terms

Term Description
Our Company/ the Company/the Tenneco Clean Air India Limited, a public limited company incorporated under the
Issuer/ TCAIL/ Parent/ Parent Companies Act, 2013 with its registered office at RNS2, Nissan Supplier Park, SIPCOT
Company Industrial Park, Oragadam Industrial Corridor, Sriperumbudur Taluk, Kancheepuram District –
602 105, Tamil Nadu, India
we/ us/ our/ Tenneco India Unless the context otherwise indicates or implies, refers to our Company together with
our Subsidiaries, on a consolidated basis at and during the relevant period/Fiscal

Company Related Terms

Term Description
Articles of The articles of association of our Company, as amended from time to time
Association/AoA/Articles
Audit Committee The audit committee of our Board, as described in “Our Management – Corporate
Governance – Committees of our Board” on page 350
Auditors/Statutory Auditors The current independent statutory auditors of our Company, being, Deloitte Haskins and
Sells LLP
Bawal Facility Manufacturing facility of TAIPL situated at Plot no. 321, sector -3, Phase-II, Growth
Centre, HSIIDC, Bawal – 123 501, Rewari, Haryana, India
Bhiwadi Facility Manufacturing facility of FMIPL situated at SP-812/B-1&2 RIICO Industrial Area, Phase
III, Bhiwadi – 301 019, Rajasthan, India
Board/Board of Directors The board of directors of our Company, as described in “Our Management – Board of
Directors” on page 344
Chairman The chairman of our Board, being Niranjan Kumar Gupta. For further details, see “Our
Management – Board of Directors” on page 344
Chakan I Facility Manufacturing facility of our Company situated at G6, Chakan Industrial Area, Phase -
III, MIDC, Kuruli, Khed taluka, Pune - 410 501, Maharashtra, India
Chakan II Facility Manufacturing facility of our Company situated at Gat No. 278/1/A Village-Nighoje,
Khed Taluka, Pune – 410 501, Maharashtra, India
Chakan ART Facility Manufacturing facility of TAIPL situated at Gat No. 864 & 865, Village Nighoje,
Khed Taluka, Pune – 410 501, Maharashtra, India
Chakan Sealings Facility Manufacturing facility of FMSIL situated at 152/223, Mahalunge village, Chakan,
Talegaon, Road, Khed Taluka, Pune - 410 501, Maharashtra, India
Chennai Facility Manufacturing facility of our Company situated at RNS2, Renault & Nissan Supplier
Park, SIPCOT Industrial Park, Oragadam Industrial Corridor, Sriperumbudur Taluk
Kancheepuram – 602 105, Tamil Nadu, India
Chief Financial Officer The chief financial officer of our Company, being Mahender Chhabra. For further details,

1
Term Description
see “Our Management – Key Managerial Personnel” on page 358
Committee(s) Duly constituted committee(s) of our Board of Directors. For further details, see “Our
Management – Corporate Governance – Committees of our Board” on page 350
Company Secretary and The company secretary and compliance officer of our Company, being Roopali Singh.
Compliance Officer For further details, see “Our Management – Key Managerial Personnel” on page 358
Corporate Office The corporate office of our Company located at 10th Floor, Tower B, Paras Twin Towers,
Sector-54, Golf Course Road, Gurugram – 122 002, Haryana, India
Corporate Social Responsibility The corporate social responsibility committee of our Board, as described in “Our
Committee Management - Committees of our Board” on page 350
CRISIL CRISIL Market Intelligence & Analytics, a division of CRISIL Limited
CRISIL Report Report on ‘Industry assessment for Clean Air systems, Ignition systems, Bearings,
Sealings, Shock Absorbers & Struts and Aftermarket for Ignition, Bearings, Sealings
and Shock Absorbers & Struts’ dated October, 2025 prepared by CRISIL, appointed by
our Company on February 17, 2025, exclusively commissioned and paid for by our
Company in connection with the Offer, a copy of which will be available on the website
of our Company at https://tennecoindia.com/industry-report/ from the date of this Red
Herring Prospectus until the Bid/Offer Closing Date
Director(s) Director(s) on our Board, as appointed from time to time, as described in “Our
Management – Board of Directors” on page 344
ESOP 2025 The Employee Stock Option Scheme 2025, of our Company
Equity Shares Equity shares of our Company of face value of ₹ 10 each, unless otherwise stated
FMBIL Federal-Mogul Bearings India Limited
FMIPL Federal - Mogul Ignition Products India Limited
FMSIL Federal-Mogul Sealings India Limited
FM Investments B.V. Federal-Mogul Investments B.V.
FM Pty Ltd Federal-Mogul Pty Ltd
Group Companies The companies identified as ‘group companies’ in accordance with Regulation 2(1)(t) of
the SEBI ICDR Regulations, including the Materiality Policy, as described in “Our
Group Companies” beginning on page 372
Hosur Facility Manufacturing Facility of TAIPL situated at Plot No. 122, SIPCOT’S Industrial Complex,
Hosur (Phase – I), Zuzuvadi Village, Taluk of Hosur, Krishnagiri Revenue District – 635
126, Tamil Nadu, India
Independent Director(s) Non-executive independent Director(s) of our Company, as described in “Our
Management – Board of Directors” on page 344
Key Managerial Personnel/KMP Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
ICDR Regulations, as described in “Our Management – Key Managerial Personnel” on
page 358
License Agreement The license agreement dated June 10, 2025, as amended by the amendment #1 to the
license agreement dated June 17, 2025 between Tenneco Holdings LLC, our Company
and our Subsidiaries, each with effect from April 1, 2024, as described in “History and
Certain Corporate Matters – Summary of key agreements” on page 337
Materiality Policy The policy adopted by our Board in its meeting held on June 27, 2025 for identification
of (i) companies, considered material by our Company, for the purposes of disclosure as
group companies in this RHP, (ii) material outstanding litigation involving our Company,
our Subsidiaries, our Promoters, our Directors; and (iii) outstanding dues to material
creditors of our Company, in accordance with the disclosure requirements under the SEBI
ICDR Regulations
Material Subsidiary(ies) For the purposes of preparation of Statement of Special Tax Benefits and disclosures in
this Red Herring Prospectus in relation to our material subsidiary (unless expressly stated
otherwise), TAIPL is considered as a material subsidiary, determined as per Regulation
16(1)(c) of the SEBI Listing Regulations, in compliance with Paragraph 9(M) of Schedule
VI of the SEBI ICDR Regulations. For further details, see “Statement of Special Tax
Benefits” beginning on page 181

Further, for the purposes of disclosure of financial statements on our Company’s website,
FMIPL and TAIPL for the financial years ended March 31, 2025, March 31, 2024, and
March 31, 2023, are considered as material subsidiaries, determined in accordance with
paragraph 11, I(A)(ii)(b) of Schedule VI of the SEBI ICDR Regulations. For further
details, see “Other Financial Information” beginning on page 484

Furthermore, for the purpose of appointment of an independent director on the board of


our subsidiaries, TAIPL is considered as a material subsidiary, determined in accordance
with Regulation 24 of the SEBI Listing Regulations
Memorandum of Memorandum of association of our Company, as amended from time to time
Association/MoA

2
Term Description
Motocare Motocare India Private Limited
Nomination and Remuneration The nomination and remuneration committee of our Board, as described in “Our
Committee Management – Corporate Governance – Committees of our Board” on page 350
Non-Executive Directors The non-executive Directors on the Board of our Company, as described in “Our
Management – Board of Directors” on page 344
P3 Operating System Tenneco’s operating system that is focused on people, performance and pride, and
standardizes processes across our plants, facilitating enhanced efficiency, agility and
performance management
Parwanoo Facility Manufacturing facility of FMBIL situated at Plot No.3, 4 and 5, Sector-II, Parwanoo,
Tehsil Kasaull, Solan – 173 220, Himachal Pradesh, India
Pithampur Facility Manufacturing facility of our Company situated at Plot No 81, Smart Industrial Park, Near
Natrip, Pithampur – 454 774, Madhya Pradesh, India
Puducherry Facility Manufacturing facility of TAIPL situated at Plot No. B-80-84 and B-91-95, 12th cross,
3rd Main Road, PIPDIC Industrial Estate, Mettupalayam – 605 009, Puducherry, India
Practicing Company Secretary Jaya Yadav & Associates
Promoter(s) The promoters of our Company, being Tenneco Mauritius Holdings Limited, Tenneco
(Mauritius) Limited, Federal-Mogul Investments B.V., Federal-Mogul Pty Ltd and
Tenneco LLC (formerly known as Tenneco Inc.). For further details, see “Our Promoters
and Promoter Group – Our Promoters” on page 361
Promoter Group The entities constituting the promoter group of our Company in terms of Regulation
2(1)(pp) of the SEBI ICDR Regulations, as described in “Our Promoters and Promoter
Group – Promoter Group” on page 368
Registered Office The registered office of our Company located at RNS2, Nissan Supplier Park, SIPCOT
Industrial Park Oragadam Industrial Corridor, Sriperumbudur Taluk, Kancheepuram
District - 602 105, Tamil Nadu, India
Registrar of Companies/RoC Registrar of Companies, Tamil Nadu and Andaman at Chennai
Restated Consolidated Financial Restated consolidated financial information of our Company, together with its
Information subsidiaries (“Group”), comprising the Restated Consolidated Statement of Assets and
Liabilities as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March
31, 2023, the Restated Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Restated Consolidated Statement of Cash Flows and the
Restated Consolidated Statement of Changes in Equity for the three months period ended
June 30, 2025 and June 30, 2024 and the Financial Years ended March 31, 2025, March
31, 2024 and March 31, 2023, and a summary of material accounting policies and other
explanatory information, prepared in accordance with Section 26 of Part I of Chapter III
of the Companies Act, 2013, as amended; the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended; and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (ICAI), as amended (the “Guidance Note”)
read with the general directions dated October 28, 2021 received from Securities and
Exchange Board of India (SEBI) by the Company through the Book Running Lead
Managers, as applicable
Risk Management Committee The risk management committee of our Board, as described in “Our Management –
Corporate Governance – Committees of our Board” on page 350
Scheme of Arrangement for The scheme of arrangement for demerger among Tenneco Automotive India Private
Demerger Limited, our Company, their respective shareholders and creditors sanctioned vide the
order dated April 26, 2019 by the NCLT, Chennai under sections 230 to 232 of the
Companies Act, as described in “History and Certain Corporate Matters – Details
regarding material acquisitions or divestments of business/undertakings, mergers,
amalgamations, any revaluation of assets, etc., since incorporation” on page 334
Sanand Facility Manufacturing Facility of TAIPL situated at Plot No. AV-35, Sanand-II Industrial Estate,
Ahmedabad – 382 170, Gujarat
Senior Management/SMP Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations, as described in “Our Management – Senior Management of our Company”
on page 358
Shareholder(s) The holders of Equity Shares of our Company, from time to time
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our
Committee Management – Corporate Governance – Committees of our Board” on page 350
Subsidiary(ies) Federal-Mogul Ignition Products India Limited, Federal-Mogul Bearings India Limited,
Federal-Mogul Sealings India Limited and Tenneco Automotive India Private Limited,
as described in “History and Certain Corporate Matters – Subsidiaries” on page 339
TAIPL Tenneco Automotive India Private Limited
Tenneco Group Tenneco LLC (formerly known as Tenneco, Inc.), and its consolidated subsidiaries
TMHL Tenneco Mauritius Holdings Limited
TML Tenneco (Mauritius) Limited

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Term Description
Whole-Time Director and Chief The whole–time director and chief executive officer of our Company, being Arvind
Executive Officer / Chief Chandrasekharan. For further details, see “Our Management – Board of Directors” on
Executive officer/ Whole-time page 344
Director

Offer Related Terms

Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a
prospectus as may be specified by the SEBI in this behalf
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to the Bidder
as proof of registration of the Bid cum Application Form
Allot/Allotment/Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the
transfer of the Offered Shares pursuant to the Offer for Sale to successful Bidders
Allotment Advice The note or advice or intimation of Allotment sent to each successful Bidder who has
been or is to be Allotted the Equity Shares after approval of the Basis of Allotment by
the Designated Stock Exchange
Allottee(s) A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with SEBI ICDR Regulations and this Red Herring Prospectus, and who has
Bid for an amount of at least ₹ 100 million
Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors according to the
Price terms of this Red Herring Prospectus and the Prospectus, which will be decided by our
Company, in consultation with the BRLMs
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Form which will be considered as an application for Allotment in terms of this Red Herring
Prospectus and the Prospectus
Anchor Investor Bidding Date The date, being one Working Day prior to the Bid/Offer Opening Date, being Tuesday,
November 11, 2025, on which Bids by Anchor Investors shall be submitted, prior to and
after which BRLMs will not accept any Bids from Anchor Investors, and allocation to
Anchor Investors shall be completed
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms
of this Red Herring Prospectus and the Prospectus, which price will be equal to or higher
than the Offer Price but not higher than the Cap Price

The Anchor Investor Offer Price will be decided by our Company, in consultation with
the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in
the event the Anchor Investor Allocation Price is lower than the Offer Price, not later
than two Working Days after the Bid/Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation
with the BRLMs, to Anchor Investors and the basis of such allocation will be on a
discretionary basis by our Company, in consultation with the BRLMs, in accordance with
the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved
for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price
ASBA/Application Supported An application, whether physical or electronic, used by ASBA Bidders, to make a Bid
by Blocked Amount and authorizing an SCSB to block the Bid Amount in the relevant ASBA Account and
will include applications made by UPI Bidders using the UPI Mechanism where the Bid
Amount will be blocked upon acceptance of UPI Mandate Request by the UPI Bidders
using the UPI Mechanism
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA
Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the
relevant ASBA Form and includes the account of a UPI Bidder which is blocked upon
acceptance of a UPI Mandate Request made by the UPI Bidder using the UPI Mechanism
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit
Bids, which will be considered as the application for Allotment in terms of this Red
Herring Prospectus and the Prospectus
Axis Capital Axis Capital Limited
Banker(s) to the Offer Collectively, the Escrow Collection Bank, the Refund Bank, the Public Offer Account
Bank and the Sponsor Bank(s), as the case may be
Basis of Allotment Basis on which the Equity Shares will be Allotted to successful Bidders under the Offer,

4
Term Description
described in “Offer Procedure” beginning on page 576
Bid(s) An indication by an ASBA Bidder to make an offer during the Bid/Offer Period pursuant
to submission of the ASBA Form, or on the Anchor Investor Bidding Date by an Anchor
Investor, pursuant to the submission of the Anchor Investor Application Form, to
subscribe to or purchase Equity Shares at a price within the Price Band, including all
revisions and modifications thereto, to the extent permissible under the SEBI ICDR
Regulations, in terms of this Red Herring Prospectus and the Bid cum Application Form.
The term ‘Bidding’ shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form, and
payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case
may be, upon submission of the Bid in the Offer, as applicable

In the case of Retail Individual Investors Bidding at the Cut off Price, the Cap Price
multiplied by the number of Equity Shares Bid for by such Retail Individual Investors
and mentioned in the Bid cum Application Form
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●] Equity Shares of face value of ₹ 10 each and in multiples of [●] Equity Shares of face
value of ₹ 10 each thereafter
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, being Friday, November 14,
2025, which shall be notified in all editions of Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi
national daily newspaper) and Chennai edition of Makkal Kural (a widely circulated
Tamil daily newspaper, Tamil being the regional language of the Tamil Nadu, where our
Registered Office is located), and in case of any revision, the extended Bid/Offer Closing
Date shall also be widely disseminated by notification to the Stock Exchanges by issuing
a public notice and also by indicating the change on the respective websites of the
BRLMs and at the terminals of the Members of the Syndicate and by intimation to the
Designated Intermediaries and the Sponsor Bank(s) and shall also be notified in an
advertisement in the same newspapers in which the advertisement for Bid / Offer
Opening Date was published, as required under the SEBI ICDR Regulations

Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, being Wednesday, November 12,
2025, which shall be notified in all editions of Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi
national daily newspaper) and Chennai edition of Makkal Kural (a widely circulated
Tamil daily newspaper, Tamil being the regional language of the Tamil Nadu, where our
Registered Office is located) and in case of any revision, the extended Bid/Offer Opening
Date also be widely disseminated by notification to the Stock Exchanges by issuing a
public notice and also by indicating the change on the respective websites of the BRLMs
and at the terminals of the Members of the Syndicate and by intimation to the Designated
Intermediaries and the Sponsor Bank(s), as required under the SEBI ICDR Regulations
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date
and the Bid/Offer Closing Date, inclusive of both days, during which Bidders (excluding
Anchor Investors) can submit their Bids, including any revisions thereof in accordance
with the SEBI ICDR Regulations and the terms of this Red Herring Prospectus. Provided
that the Bidding shall be kept open for a minimum of three Working Days for all
categories of Bidders, other than Anchor Investors. In cases of force majeure, banking
strike or similar unforeseen circumstances, our Company, may in consultation with the
BRLMs, for reasons to be recorded in writing, extend the Bid/Offer Period for a
minimum of one Working Day, subject to the Bid/Offer Period not exceeding 10
Working Days.
Bidder/Applicant Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an ASBA Bidder and an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application
Forms, i.e., Designated SCSB Branches for SCSBs, Specified Locations for Members of
the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made
Book Running Lead The book running lead managers to the Offer, being, JM Financial Limited, Axis Capital
Managers/BRLMs Limited, Citigroup Global Markets India Private Limited and HSBC Securities and
Capital Markets (India) Private Limited

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Term Description
Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the
ASBA Forms to a Registered Broker. The details of such Broker Centres, along with the
names and contact details of the Registered Brokers are available on the respective
websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com
CAN/Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Allocation Note have been allocated the Equity Shares, on or after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor Offer
Price will not be finalized and above which no Bids will be accepted. The Cap Price shall
be at least 105% of the Floor Price and shall be less than or equal to 120% of the Floor
Price
Cash Escrow and Sponsor The agreement dated October 30, 2025,entered into amongst our Company, the Promoter
Bank Agreement Selling Shareholder, the Syndicate Member, the Registrar to the Offer, the BRLMs, and
the Banker(s) to the Offer in accordance with UPI Circulars, for inter alia, the
appointment of the Banker(s) to the Offer, collection of the Bid Amounts from the
Anchor Investors, transfer of funds to the Public Offer Account(s), and where applicable,
remitting refunds, if any, to such Bidders, on the terms and conditions thereof
CDP(s)/Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participant(s) SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and other
applicable circulars issued by SEBI as per the lists available on the websites of the Stock
Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time
Citi Citigroup Global Markets India Private Limited
Client ID Client identification number maintained with one of the Depositories in relation to the
demat account
Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
Transfer Agents/CRTAs the Designated RTA Locations in terms of SEBI circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the
lists available on the websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com, as updated from time to time
Cut-Off Price Offer Price, which shall be any price within the Price Band, finalized by our Company,
in consultation with the BRLMs

Only Retail Individual Investors are entitled to Bid at the Cut-off Price. QIBs (including
Anchor Investors) and Non-Institutional Investors are not entitled to Bid at the Cut-off
Price
Cut-Off Time For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for
blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off
time of 5:00 pm on after the Bid/Offer Closing Date
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation, bank account details and UPI ID, as
applicable
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms

The details of such Designated CDP Locations, along with names and contact details of
the Collecting Depository Participants eligible to accept ASBA Forms are available on
the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com as
updated from time to time
Designated Date The date on which the funds from the Escrow Account are transferred to the Public Offer
Account(s) or the Refund Account, as appropriate, and the relevant amounts blocked in
the ASBA Accounts are transferred to the Public Offer Account(s) and/or are unblocked,
as applicable, in terms of this Red Herring Prospectus and the Prospectus, after
finalization of the Basis of Allotment in consultation with the Designated Stock
Exchange, following which the Equity Shares will be Allotted in the Offer
Designated Intermediary(ies) In relation to ASBA Forms submitted by RIIs, NIIs Bidding with an application size of
up to ₹ 0.50 million (not using the UPI Mechanism) authorizing an SCSB to block the
Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, sub-Syndicate/ agents,
Registered Brokers, CDPs SCSBs and RTAs

In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIIs
with an application size of more than ₹ 0.50 million (not using the UPI Mechanism),
Designated Intermediaries shall mean SCSBs, Syndicate, sub-Syndicate/agents,

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Term Description
Registered Brokers, CDPs and CRTA
Designated RTA Locations Such locations of the RTAs where ASBA Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept ASBA Forms are available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com, respectively) as updated
from time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms used by the Bidders,
a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, updated from time
to time, or at such other website as may be prescribed by SEBI from time to time
Designated Stock Exchange National Stock Exchange of India Limited
Draft Red Herring The Draft Red Herring Prospectus dated June 30, 2025 filed with SEBI and the Stock
Prospectus/DRHP Exchanges and issued in accordance with the SEBI ICDR Regulations, which did not
contain complete particulars of the price at which the Equity Shares will be Allotted and
the size of the Offer
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the Bid Cum Application Form and
this Red Herring Prospectus will constitute an invitation to purchase the Equity Shares
Escrow Account(s) Account(s) opened with the Escrow Collection Bank and in whose favour Anchor
Investors will transfer the money through direct credit/NEFT/RTGS/NACH in respect of
the Bid Amount while submitting a Bid
Escrow Collection Bank Bank which is a clearing member and registered with SEBI as a banker to an issue under
the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, and
with whom the Escrow Accounts in relation to the Offer for Bids by Anchor Investors
has been opened, in this case being ICICI Bank Limited
First or sole Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first holder
of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the
Offer Price and the Anchor Investor Offer Price will be finalized and below which no
Bids will be accepted
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12 of the
Fugitive Economic Offenders Act, 2018
General Information The General Information Document for investing in public offers, prepared and issued
Document/GID in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020 issued by SEBI and the UPI Circulars, as amended from time to time. The General
Information Document shall be available on the websites of the Stock Exchanges and the
BRLMs
Independent Chartered B.B. & Associates, Chartered Accountants, the independent chartered accountants
Accountant appointed by our Company in connection with the Offer
HSBC HSBC Securities and Capital Markets (India) Private Limited
JM Financial JM Financial Limited
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of [●] Equity Shares
of face value of ₹ 10 each which shall be available for allocation to Mutual Funds only
on a proportionate basis, subject to valid Bids being received at or above the Offer Price.
Net Proceeds Proceeds of the Offer less Offer expenses
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [●] Equity
Shares of face value of ₹ 10 each, available for allocation to Non-Institutional Investors,
of which one-third shall be available for allocation to Bidders with an application size of
more than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds shall be available for allocation
to Bidders with an application size of more than ₹ 1,000,000, provided that the
unsubscribed portion in either of such sub-categories may be allocated to applicants in
the other sub-category of Non-Institutional Investors subject to valid Bids being received
at or above the Offer Price
Non-Institutional Investors/NIIs Bidders that are not QIBs or RIIs and who have Bid for Equity Shares for an amount
more than ₹ 200,000 (but not including NRIs other than Eligible NRIs)
NPCI National Payments Corporation of India
NR/Non-Resident Person resident outside India, as defined under FEMA and includes non-resident Indians,
FVCIs and FPIs

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Term Description
Offer Initial public offering of up to [●] Equity Shares of face value of ₹ 10 each for cash at a
price of ₹ [●] per Equity Share aggregating up to ₹ 36,000.00 million comprising the
Offer for Sale
Offer Agreement The agreement dated June 30, 2025 among our Company, the Promoter Selling
Shareholder and the BRLMs, pursuant to which certain arrangements are agreed to in
relation to the Offer
Offer for Sale The offer for sale of up to [●] Offered Shares aggregating up to ₹ 36,000.00 million by
Tenneco Mauritius Holdings Limited, being the Promoter Selling Shareholder, in the
Offer. For further information, see “The Offer” beginning on page 127
Offer Price The final price at which Equity Shares will be Allotted to successful ASBA Bidders in
terms of this Red Herring Prospectus which will be decided by our Company, in
consultation with the BRLMs, on the Pricing Date, in accordance with the Book-Building
Process and in terms of this Red Herring Prospectus. Equity Shares will be Allotted to
Anchor Investors at the Anchor Investor Offer Price, which will be decided by our
Company, in consultation with the BRLMs, on the Pricing Date, in accordance with the
Book-Building Process and in terms of this Red Herring Prospectus
Offered Shares Up to [●] Equity Shares of face value of ₹ 10 each aggregating up to ₹ 36,000.00 million
being offered for sale by the Promoter Selling Shareholder in the Offer
Price Band The price band ranging from the Floor Price of ₹ [●] per Equity Share to the Cap Price
of ₹ [●] per Equity Share, including any revisions thereto. The Cap Price shall be at least
105% of the Floor Price and shall not be greater than 120% of the Floor Price

The Price Band and minimum Bid Lot, as decided by our Company, in consultation with
the BRLMs, will be advertised in all editions of Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi
national daily newspaper) and Chennai edition of Makkal Kural (a widely circulated
Tamil daily newspaper, Tamil being the regional language of the Tamil Nadu, where our
Registered Office is located) , at least two Working Days prior to the Bid/Offer Opening
Date with the relevant financial ratios calculated at the Floor Price and at the Cap Price,
and shall be made available to the Stock Exchanges for the purpose of uploading on their
respective websites
Pricing Date The date on which our Company, in consultation with the BRLMs, will finalise the Offer
Price
Promoter Selling Shareholder Tenneco Mauritius Holdings Limited
Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with
Section 26 of the Companies Act, and the SEBI ICDR Regulations containing, inter alia,
the Offer Price, the size of the Offer and certain other information, including any addenda
or corrigenda thereto
Public Offer Account The bank account opened with the Public Offer Account Bank under Section 40(3) of
the Companies Act, to receive monies from the Escrow Account and from the ASBA
Accounts on the Designated Date
Public Offer Account Bank Bank which is a clearing member and registered with SEBI as a banker to an issue, and
with whom the Public Offer Account has been opened being Axis Bank Limited
QIB Portion The portion of the Offer being not more than 50% of the Offer or [●] Equity Shares of
face value of ₹ 10 each, available for allocation to QIBs (including Anchor Investors) on
a proportionate basis (in which allocation to Anchor Investors shall be on a discretionary
basis, as determined by our Company, in consultation with the BRLMs), subject to valid
Bids being received at or above the Offer Price
QIBs/Qualified Institutional A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers Regulations
Red Herring Prospectus/RHP This Red Herring Prospectus dated November 5, 2025, issued in accordance with Section
32 of the Companies Act, and the provisions of the SEBI ICDR Regulations, which does
not have complete particulars of the Offer Price and the size of the Offer, including any
addenda or corrigenda thereto. This Red Herring Prospectus has been filed with the RoC
at least three Working Days before the Bid/Offer Opening Date and will become the
Prospectus upon filing with the RoC after the Pricing Date
Refund Account The account opened with the Refund Bank, from which refunds, if any, of the whole or
part of the Bid Amount to Anchor Investors shall be made
Refund Bank The Banker to the Offer with whom the Refund Account has been opened, in this case
being ICICI Bank Limited
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers) Regulations, 1992 and the stock exchanges having nationwide terminals,
other than the Members of the Syndicate and eligible to procure Bids in terms of Circular
No. CIR/CFD/14/2012 dated October 4, 2012, and other applicable circulars issued by
SEBI

8
Term Description
Registrar Agreement The agreement dated June 30, 2025 entered into between our Company, the Promoter
Selling Shareholder and the Registrar to the Offer, in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer
Registrar to the Offer/Registrar MUFG Intime India Private Limited (formerly known as Link Intime India Private
Limited)
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Individual Bidders, who have Bid for the Equity Shares for an amount which is not more
Investor(s)/RII(s) than ₹ 200,000 in any of the bidding options in the Offer (including HUFs applying
through their karta and Eligible NRI Bidders) and does not include NRIs (other than
Eligible NRIs)
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity
Shares of face value of ₹ 10 each, available for allocation to Retail Individual Investors
as per the SEBI ICDR Regulations, subject to valid Bids being received at or above the
Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their Bid cum Application Forms or any previous Revision Form(s), as
applicable

QIB Bidders and Non-Institutional Investors are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Investors can revise their Bids during the Bid/Offer Period and withdraw their
Bids until the Bid/Offer Closing Date
RTAs/Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to procure Bids
Transfer Agents at the Designated RTA Locations as per the list available on the websites of BSE and
NSE, and the UPI Circulars
Self Certified Syndicate The banks registered with SEBI, offering services: (i) in relation to ASBA (other than
Bank(s)/SCSB(s) through UPI Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or
such other website as updated from time to time, and (ii) The banks registered with SEBI,
enabled for UPI Mechanism, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or
such other website as updated from time to time

Applications through UPI in the Offer can be made only through the SCSBs mobile
applications (apps) whose name appears on SEBI website. A list of SCSBs and mobile
application, which, are live for applying in public issues using UPI Mechanism is
appearing in the “list of mobile applications for using UPI in Public Issues” displayed on
SEBI website at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43.
The said list shall be updated on SEBI website from time to time
Share Escrow Agent The share escrow agent to be appointed pursuant to the Share Escrow Agreement,
namely, MUFG Intime India Private Limited (formerly Link Intime India Private
Limited)
Share Escrow Agreement The agreement dated October 30, 2025, entered into between our Company, the Promoter
Selling Shareholder and the Share Escrow Agent in connection with the transfer of the
Offered Shares by the Promoter Selling Shareholder and credit of such Equity Shares to
the demat account of the Allottees in accordance with the Basis of Allotment
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list of
which is available on the website of SEBI (www.sebi.gov.in) and updated from time to
time
Sponsor Bank(s) Axis Bank Limited and ICICI Bank Limited, being Banker(s) to the Offer, appointed by
our Company to act as a conduit between the Stock Exchanges and the NPCI in order to
push the mandate collect requests and/or payment instructions of UPI Bidders using the
UPI Mechanism and carry out other responsibilities, in terms of the UPI Circulars
Stock Exchanges Together, BSE and NSE
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Member,
to collect ASBA Forms and Revision Forms
Syndicate Agreement The agreement dated October 30, 2025 entered into between our Company, the Registrar
to the Offer, the Promoter Selling Shareholder, the BRLMs and the Syndicate Member
in relation to the procurement of Bids by the Syndicate
Syndicate Member Intermediary (other than the BRLMs) registered with SEBI who is permitted to accept
bids, applications and place order with respect to the Offer and carry out activities as an
underwriter, namely, JM Financial Services Limited
Syndicate/Members of the Together, the BRLMs and the Syndicate Member

9
Term Description
Syndicate
Underwriters [●]
Underwriting Agreement The agreement to be entered into between the Underwriters, our Company and the
Promoter Selling Shareholder, on or after the Pricing Date but prior to filing of the
Prospectus, with the RoC as the case may be
UPI Unified Payments Interface, which is an instant payment mechanism, developed by the
NPCI
UPI Bidders Collectively, individual investors applying as Retail Individual Investors in the Retail
Portion, individuals applying as Non-Institutional Investors with a Bid Amount of up to
₹ 500,000 in the Non-Institutional Portion, and Bidding under the UPI Mechanism
through ASBA Form(s) submitted with Syndicate Member, Registered Brokers,
Collecting Depository Participants and Collecting Registrar and Share Transfer Agents

Pursuant to SEBI ICDR Master Circular, all individual investors applying in public
issues where the application amount is up to ₹ 500,000 shall use UPI and shall provide
their UPI ID in the bid-cum-application form submitted with: (i) a syndicate member,
(ii) a stock broker registered with a recognized stock exchange (whose name is
mentioned on the website of the stock exchange as eligible for such activity), (iii) a
depository participant (whose name is mentioned on the website of the stock exchange
as eligible for such activity), and (iv) a registrar to an issue and share transfer agent
(whose name is mentioned on the website of the stock exchange as eligible for such
activity)
UPI Circulars SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI ICDR
Master Circular along with the circular issued by the NSE having reference no. 25/2022
dated August 3, 2022 (to the extent any of these circulars are not rescinded by the SEBI
RTA Master Circular), SEBI RTA Master Circular (to the extent it pertains to the UPI
Mechanism), along with the circulars issued by the Stock Exchanges in this regard,
including the circular issued by BSE having reference number 20220803-40 dated
August 3, 2022 and any subsequent circulars or notifications issued by SEBI or Stock
Exchanges in this regard from time to time
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI application, by
way of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder
initiated by the Sponsor Bank(s) to authorize blocking of funds on the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment
UPI Mechanism The bidding mechanism that shall be used by a UPI Bidder to make an ASBA Bid in the
Offer in accordance with the UPI Circulars
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Working Day(s) All days on which commercial banks in Mumbai, Maharashtra, India are open for
business; provided, however, with reference to (a) announcement of Price Band; and (b)
Bid/Offer Period, the expression “Working Day” shall mean all days on which
commercial banks in Mumbai, Maharashtra, India are open for business, excluding all
Saturdays, Sundays or public holidays; and (c) with reference to the time period between
the Bid/Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges,
the expression ‘Working Day’ shall mean all trading days of Stock Exchanges, excluding
Sundays and bank holidays, in terms of the circulars issued by SEBI

Technical or Industry Related Terms

Term Description
Advanced Ride Division where we design, manufacture and sell shock absorbers, struts and advanced
Technologies/ART suspension systems under the Monroe brand to original equipment manufacturers and the
aftermarket
Adjusted PAT Refers to Adjusted Restated Profit for the Period/Year and is calculated as Restated profit
for the period/year less other income (net of tax)
Adjusted PAT Margin (%) Refers to Adjusted Restated Profit for the Period/Year Margin and is calculated as
(Basis Revenue from Adjusted PAT as a percentage of revenue from operations
Operations)
Adjusted PAT Margin (%) Calculated as Adjusted PAT as a percentage of VAR
(Basis VAR)
Adjusted ROE Adjusted Return on Equity (“ROE”) is calculated as Adjusted PAT divided by adjusted
average equity. Adjusted average equity is calculated as the average of adjusted closing
equity and opening equity. Adjusted closing equity is calculated as closing equity less
exceptional items

10
Term Description
Apollo Apollo Global Management, Inc. and its subsidiaries
Average Net Fixed Assets Calculated as average of opening and closing balance of Property, Plant and Equipment
and Capital work-in-progress as per the Restated Consolidated Financial Information
BS6 Bharat Stage 6 emission standard
BS7 Bharat Stage 7 emission standard
CAFE Corporate Average Fuel Efficiency/Economy
CEV Construction Equipment Vehicle
CEV-IV Construction Equipment Vehicle Stage 4 emission standard
CEV-V Construction Equipment Vehicle Stage 5 emission standard
CFD Computational fluid dynamics
Clean Air Solutions Our business where we design, manufacture and sell exhaust aftertreatment systems, such
as catalytic converters, mufflers and exhaust pipes to original equipment manufacturers
Clean Air & Powertrain Division that comprises Clean Air Solutions and Powertrain Solutions businesses
Solutions
CNC Computerized numeric controlled
CNG Compressed natural gas
Cost of goods sold Cost of goods sold comprises Cost of Materials Consumed, Purchases of Stock in Trade
and Changes in inventories of finished goods, semi-finished goods and Stock in trade
CPCB Central Pollution Control Board
CPV Content per vehicle
CT Commercial trucks
Customer Refers to any party, uniquely identified by their Permanent Account Number (PAN), to
whom at least one invoice has been raised by the Company during the relevant fiscal,
provided that where a customer operates through multiple legal entities, and/or group
companies such as subsidiaries, holding entities and joint venture/associates, etc., all such
entities are considered as a single customer
CVSAe Continuously Variable Semi Active - External Valve
CV(s) Commercial vehicles which comprise commercial trucks and off-highway vehicles
CV+ Upgraded version of compression valve
CVSAe2/Kinetic Continuously variable semi active - external two valves with kinetic technology (for
hydraulic anti-role pitch control system)
DEF Diesel exhaust fluid
Delivery rate The ratio of the number of parts shipped to customers compared to the number of parts
that were scheduled to be shipped according to customer forecasts (adjusted for customer
production line stoppages), expressed as a percentage
DFMEA Design failure mode and effect analysis
DOC Diesel oxidation catalysts
DPF Diesel particulate filters
DVP Design validation plan
EBIT EBIT is calculated as restated profit for the period/year plus finance cost plus total tax
expense less other income
ECU Electronic control unit
EHS Environment, Health and Safety
EV Electric vehicle
Exceptional item Exceptional item includes gain on the sale of Motocare recorded in Other equity –
Adjustment for sale of investment by subsidiary
FDD RC1 Frequency dependent damping, revision control 1
GHG Greenhouse gas
GPF Gasoline particulate filters
ICE Internal combustion engine
ICOFR Internal Controls Over Financial Reporting
IDC Industrial development corporations
Incident rate The number of recordable accidents divided by the number of labor hours per year
multiplied by 200,000, which assumes a standard plant having 200,000 labor hours per
year
Industrial / Others Industrial and other applications, which comprises generator sets, small commercial
vehicles with gross weight of less than 3.5 tons, two wheelers and three wheelers
Inventory Days Inventory Days is calculated as average inventories divided by (cost of goods sold divided
by 365 for Fiscals or by 91 for the three months ended June 30, 2025 and June 30, 2024
(as applicable)), rounded to the nearest whole number
IT Information Technology
Kaizen A philosophy of continuous improvement to enhance efficiency, quality, and productivity
LNT Lean nitrogen oxide traps

11
Term Description
MLS Multi layer-steel
MTV Multi-tune valve
MTV CL Multi-tune valve control logic
NCI Non-Controlling Interest
NCR National capital region
Net Asset Value / NAV Net Asset Value per share is calculated by dividing net worth as at the end of the
period/Fiscal by the closing number of equity shares adjusted on account of business
combination
Net Worth The aggregate value of the paid-up equity share capital and all reserves created out
of the profits and securities premium account and debit or credit balance of profit and
loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance
sheet, but does not include reserves created out of revaluation of assets, capital reserve,
write-back of depreciation and amalgamation as on June 30, 2025, June 30, 2024, March
31, 2025, 2024 and 2023. Therefore, net worth for the group includes paid-up share
capital, retained earnings, securities premium, Deemed Equity Contribution from Parent
Company and Share Application Money Pending Allotment and excludes Capital
Reserve, Capital Reserve on Business Combination under Common Control, Capital
Redemption Reserve, Stock Compensation Reserve and NCI
NOx Nitrogen oxide
NVH Noise, vibration, and harshness
OEM Original equipment manufacturers
OES Original equipment spare parts
OH Off-highway vehicles
OSE Refers to Office of Strategic Execution. The OSE is responsible for driving rapid change,
specifically targeting cost of goods sold and revenue growth across the company. It
functions as a “skunk works” style team with a dotted line reporting structure to business
units to drive changes across operations, including procurement, manufacturing, selling,
general and administrative expenses, and R&D, as well as enabling revenue growth
through volume targets, new customer acquisition, and pricing strategy
PFMEA Process Failure Mode and Effect Analysis
Payable Days Payable Days is calculated as average trade payables divided by (total purchases divided
by 365 for Fiscals or by 91 for the three months ended June 30, 2025 and June 30, 2024
(as applicable)), rounded to the nearest whole number
PM Particulate matter
Powertrain Solutions Our business where we design, manufacture and sell engine bearings, sealing systems and
ignition products (such as spark plugs and ignition coils) to original equipment
manufacturers and the aftermarket under the Champion brand
PPAP Production part approval process
Ppm Parts Per Million
PV Passenger vehicles
QCFI Quality Circle Forum of India
R&R Reward and recognition
RDE Real driving emissions standards
Receivable Days Receivable Days is calculated as average trade receivables divided by (revenue from
operations divided by 365 for Fiscals or by 91 for the three months ended June 30, 2025
and June 30, 2024 (as applicable)), rounded to the nearest whole number.
Return on Net Worth / RoNW Calculated as restated profit for the period/year divided by average net worth of our
company. Average net worth is computed as average of opening and closing net worth
RFQ Request for quote
RV Rebound valve
SAP Systems Applications and Products – a software system used for enterprise resource
planning
SCR Selective catalytic reduction convertor
SDD Stroke dependent damping
SDPF Catalytic reduction convertor-coated diesel particulate filters
STV Standard-tune valve
SUVs Sport Utility Vehicles
Tier I Supplier Suppliers that supply manufactured products directly to original equipment manufacturers
Tier II Supplier Suppliers that provide products and services to Tier 1 Suppliers
TISAX Trusted Information Security Assessment Exchange
Total Debt Calculated as the sum of borrowings and lease liabilities (both current and non-current)
Total Equity Total equity refers to the sum of Equity attributable to owners of Parent and Non-

12
Term Description
Controlling Interest.
Trade Working Capital Calculated as the sum of account receivables and inventory less trade payables (trade
payables include vendor bill financing).
TREM IV Tractor Emission Norms Stage IV emission standard
TREM V Tractor Emission Regulation of India V emission standard
TWC Three-way catalysts
VAVE Value Analysis and Value Engineering
2W Two-Wheeler
3W Three-Wheeler
5S A system for maintaining shop floor cleanliness and visual standards

Key Performance Indicators (as identified in “Basis for Offer Price” beginning on page 165)

Metric Explanation
Business Divisions-wise Revenue Business Divisions-wise Revenue from Operations consist of Revenue of Clean
from Operations Air and Powertrain Solutions Division and Advanced Ride Technology Division.
Revenue of Clean Air and Powertrain Solutions consists of Revenue from
operations of the Company and its subsidiaries Federal-Mogul Ignition Products
India Limited, Federal-Mogul Bearings India Limited, and Federal-Mogul
Sealings India Limited while Advanced Ride Technology Revenue consist of
revenue from operations of subsidiary Tenneco Automotive India Private Limited
Cash Conversion Cycle Cash Conversion Cycle is calculated as the sum of Receivable Days and
Inventory Days less Payable Days, rounded to the nearest whole number.
Receivable Days is calculated as average trade receivables divided by (revenue
from operations divided by 365 for Fiscals or 91 for three months ended June 30,
2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number.
Inventory Days is calculated as average inventories divided by (cost of goods sold
divided by 365 for Fiscals or 91 for three months ended June 30, 2025 and June
30, 2024 (as applicable)), rounded to the nearest whole number. Cost of goods
sold comprises Cost of Materials Consumed, Purchases of Stock in Trade and
Changes in inventories of finished goods, semi-finished goods and Stock in trade.
Payable Days is calculated as average trade payables divided by (total purchases
divided by 365 for Fiscals or 91 for three months ended June 30, 2025 and June
30, 2024 (as applicable)), rounded to the nearest whole number. Purchases
includes purchase of stock-in-trade, raw materials and packing materials.
Average Trade payable included payables for purchases and vendor bill financing
EBITDA EBITDA refers to earnings before interest, tax, depreciation and amortization and
is calculated as restated profit for the period/year plus total tax expense, finance
cost, depreciation and amortization expense minus other income
EBITDA Growth (%) EBITDA Growth (%) is calculated as EBITDA for the current period/fiscal less
EBITDA for the previous period/fiscal as a percentage of EBITDA for the
previous period/Fiscal
EBITDA Margin (%) (Basis Revenue EBITDA Margin (%) (Basis Revenue from Operations) is calculated as EBITDA
from Operations) as a percentage of revenue from operations
EBITDA Margin (%) (Basis VAR) EBITDA Margin (%) (Basis VAR) is calculated as EBITDA as a percentage of
VAR
Fixed Assets Turnover Ratio Fixed Assets Turnover Ratio is calculated as Revenue from operations divided by
Average Net Fixed Assets. Average Net Fixed Assets is calculated as average of
opening and closing balance of Property, Plant and Equipment and Capital work-
in-progress as per the Restated Consolidated Financial Information
Net Debt Net Debt is Calculated as Total Debt (including Lease Liabilities) less cash and
cash equivalents
Net Debt to EBITDA Ratio .Net Debt to EBITDA Ratio is calculated as Net Debt divided by EBITDA
Net Debt to Equity Ratio Net Debt to Equity Ratio is calculated as Net Debt divided by Total Equity
Net Working Capital Net Working Capital is calculated as Current Assets (excluding assets classified
as held for sale and receivables related to sale of investment in Motocare India
Private Limited classified under Other financial assets) less Current Liabilities
(excluding liabilities relating to assets held for sale), as per Restated Consolidated
Financial Information
Net Working Capital Days Net Working Capital Days is calculated as 365 (for Fiscals) or 91 (for three
months ended June 30, 2025 and June 30, 2024), multiplied by Net Working
Capital turnover, rounded off to zero decimals. Net working capital turnover is
calculated as Net Working Capital divided by Revenue from Operations

13
Metric Explanation
PAT / Profit After Tax PAT / Profit After Tax refers to Restated profit for the period/year as appearing
in the Restated Consolidated Financial Information
PAT Growth (%) PAT Growth (%) is calculated as PAT for the current period/Fiscal less PAT for
the previous period/Fiscal as a percentage of PAT for the previous period/Fiscal.
PAT Margin (%) / PAT Margin (%) PAT Margin % (Basis Revenue from Operations) is calculated as Restated profit
(Basis Revenue from Operations) for the period/year as a percentage of Revenue from Operations
PAT Margin (%) (Basis VAR) PAT Margin % (Basis VAR) is calculated as Restated profit for the period/year
as a percentage of VAR
Return on Capital Employed/ROCE Return on Capital Employed is calculated as earning before interest and taxes
(EBIT) as a percentage of Capital Employed. EBIT is calculated as Restated
profit for the period/year plus finance cost plus total tax expense less other
income. Capital employed is calculated as sum of Total Equity, Total Debt
(including lease liabilities), Deferred tax liabilities minus Intangible assets,
Deferred tax assets, Capital redemption reserve, Capital Reserve on Business
Combination and Capital reserve
Return on Equity/ROE Return on Equity is calculated as restated profit for the period/year divided by
Average Equity. Average Equity is calculated as average of the total equity at the
beginning and at the end of the relevant period/fiscal. Total equity refers to the
sum of Equity attributable to owners of Parent and Non-Controlling Interest
Revenue from Operations Refers to revenue from operations as appearing in the Restated Consolidated
Financial Information
Revenue Growth (%) Revenue Growth (%) is calculated as Revenue from operations for the current
period/fiscal minus Revenue from operations for the previous period/fiscal as a
percentage of Revenue from operations for the previous period/fiscal
Value added Revenue/VAR Revenue from operations after excluding the cost of substrate sales. Thus, it is
computed as revenue from operations minus the cost of substrates. Substrates are
porous ceramic filters coated with a catalyst - typically, precious metals such as
platinum, palladium, and rhodium. We do not manufacture substrates; they are
supplied to us by Tier II suppliers generally at the direction of our OEM
customers, and we assemble the substrates into the final manufactured products
that we sell to our OEM customers. They are a necessary component of exhaust
aftertreatment systems for emission control. The need for substrate components
grows for more sophisticated emission control solutions to meet more stringent
environmental regulations, particularly for commercial on road and off-road
vehicles. These substrates are included in inventory and are “passed through” to
the customer at cost, plus a nominal handling fee. Since we take title to the
substrate inventory and have responsibility for both the delivery and quality of
the finished product including the substrates, the revenues and related expenses
are recorded at gross amounts. Substrate costs depend on precious metals prices,
which may be volatile. While our OEM customers generally assume the risk of
precious metals price volatility, it affects our reported revenue from operations
and dilutes profitability margins at the revenue from operations level. Hence, we
believe VAR is an important metric to understand our overall business because
VAR eliminates the effect of this uncontrollable portion of our revenue from
operations, including the effect of potentially volatile precious metals prices
VAR Growth (%) VAR Growth (%) is calculated as VAR for the current period/Fiscal minus VAR
for the previous period/Fiscal as a percentage of VAR for the previous
period/Fiscal

Conventional and General Terms and Abbreviations

Term Description
₹/ Rs./ Rupees/ INR Indian Rupees
AAEC Appreciable adverse effect on competition
AI Artificial Intelligence
AIF(s) Alternative Investment Funds as defined in and registered with SEBI under the SEBI
AIF Regulations
Air Act The Air (Prevention and Control of Pollution) Act, 1981
ARAI Automotive Research Association of India
ASM Additional Surveillance Measures
AUD Australian Dollar
Banking Regulation Act The Banking Regulation Act, 1949
BSE The BSE Limited
CAGR Compounded annual growth rate

14
Term Description
Calendar Year Unless the context otherwise requires, shall refer to the twelve-month period ending
December 31
Category I AIF AIFs registered as “Category I alternative investment funds” under the SEBI AIF
Regulations
Category I FPIs FPIs registered as “Category I foreign portfolio investors” under the SEBI FPI
Regulations
Category II AIF AIFs registered as “Category II alternative investment funds” under the SEBI AIF
Regulations
Category II FPIs FPIs registered as “Category II foreign portfolio investors” under the SEBI FPI
Regulations
Category III AIF AIFs registered as “Category III alternative investment funds” under the SEBI AIF
Regulations
CCI Competition Commission of India
CDSL Central Depository Services (India) Limited
CFC Controlled foreign corporation
CIN Corporate Identity Number
CLRA The Contract Labour (Regulation and Abolition) Act, 1970
COBS Conduct of Business Sourcebook
Companies Act, 1956 The erstwhile Companies Act, 1956 read with the rules, regulations, clarifications and
modifications thereunder
Companies Act/Companies Act, The Companies Act, 2013 read with rules, regulations, clarifications and modifications
2013 thereunder
Competition Act The Competition Act, 2002
Consolidated FDI Policy The Consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT,
and any modifications thereto or substitutions thereof, issued from time to time
Consumer Protection Act The Consumer Protection Act, 2019
CSR Corporate social responsibility
CST Central sales tax
DEPB Duty Entitlement Pass Book
Depositories Act The Depositories Act, 1996, read with the rules, regulations, clarifications and
modifications thereunder
Depository A depository registered with the SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion
DPA Digital Personal Data Protection Act
DP ID Depository Participant’s identity number.
DP/Depository Participant A depository participant as defined under the Depositories Act
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry (formerly Department of Industrial Policy and Promotion), Government of
India
EEA European Economic Area
EMS Environment Management System
EPS Earnings per share
EU European Union
FCAP Foreign Corrupt Practices Act
FCF Free cash flow
Factories Act The Factories Act, 1948
FC-GPR Foreign Currency Gross Provisional Return
FCNR Foreign Currency Non-Resident
FDI Foreign direct investment
FDI Circular The Consolidated FDI Policy Circular dated October 15, 2020 issued by the DPIIT
(formerly Department of Industrial Policy & Promotion)
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder.
FEMA Rules The Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year/Fiscal/Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar
Year year and ending on March 31 of that particular calendar year
FIRC Foreign Inward Remittance Certificate
FPIs Foreign portfolio investor registered with SEBI pursuant to the SEBI FPI Regulations.
FRN Firm registration number
FTA The Foreign Trade (Development and Regulation) Act, 1992 and the rules framed
thereunder
FVCI Foreign venture capital investors registered with SEBI pursuant to the SEBI FVCI

15
Term Description
Regulations
GBP British Pound
GDP Gross Domestic Product
GoI/Central Government The Government of India
GST The Goods and Services Tax
GSM Graded Surveillance Measures
GVA Gross value added
HSIIDC Haryana State Industrial and Infrastructure Development Corporation Limited
HUF(s) Hindu undivided family(ies)
ICAI Institute of Chartered Accountants of India
ICAI Guidance Note Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India, as updated from time to time
IDC Industrial Development Corporation
IFRS The International Financial Reporting Standards issued by the International Accounting
Standard Board
IMF International Monetary Fund
Income Tax Act The Income-tax Act, 1961
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act read
with Companies (Indian Accounting Standards) Rules, 2015 and other relevant
provisions of the Companies Act
Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified under Section 133
of the Companies Act read with Companies (Indian Accounting Standards) Rules, 2015
Ind AS 37 Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent
Assets”, notified under Section 133 of the Companies Act read with Companies (Indian
Accounting Standards) Rules, 2015
Ind AS Rules The Companies (Indian Accounting Standards) Rules, 2015
Indian GAAP Generally Accepted Accounting Principles in India notified under Section 133 of the
Companies Act and read together with paragraph 7 of the Companies (Accounts) Rules,
2014 and Companies (Accounting Standards) Amendment Rules, 2016
IPO Initial public offer
IRDAI Insurance Regulatory and Development Authority of India
ISO International Organization for Standardization
IST Indian Standard Time
IT Act The Information Technology Act, 2000
KPI Key Performance Indicator
KYC Know Your Customer
MCA/Ministry of Corporate The Ministry of Corporate Affairs, Government of India
Affairs
MCLR Marginal cost of lending rate
MSME Micro, Small or a Medium Enterprise
NACH National Automated Clearing House
N.A. Not applicable
NEFT National electronic fund transfer
NBFC-SI/ Systemically A systemically important non-banking financial company as defined under Regulation
Important NBFCs 2(1)(iii) of the SEBI ICDR Regulations
NCLT National Company Law Tribunal
Non-GAAP Measures Non-generally accepted accounting principle financial measures
Non-Resident A person resident outside India, as defined under FEMA
NRE Non-Resident External
NRI Non-Resident Indian
NRO Non-Resident Ordinary
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB/Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to
Body the extent of at least 60% by NRIs including overseas trusts, in which not less than 60%
of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under
the general permission granted to OCBs under FEMA. OCBs are not allowed to invest
in the Offer
OFAC Office of Foreign Assets Control
OFAC SDN List OFAC’s Specially Designated Nationals and Blocked Persons List
P/E Ratio Price/Earnings Ratio
PAN Permanent account number

16
Term Description
Patents Act The Patents Act, 1970
PEC Provisional Eligibility Certificate
PFIC Passive foreign investment company
QMS Quality Management Systems
R&D Research and Development
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
ROU Right-of-use
RSU Restricted Stock Units
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act
SCRA The Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SCORES SEBI complaints redress system
SEBI The Securities and Exchange Board of India, constituted under section 3 of the SEBI
Act.
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019.
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI ICDR Master Circular The SEBI master circular number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated
November 11, 2024
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Merchant Bankers The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations
SEBI Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations Regulations, 2015
SEBI RTA Master Circular The SEBI master circular bearing number SEBI/HO/MIRSD/MIRSD-
POD/P/CIR/2025/91 dated June 23, 2025
SEBI SBEBSE Regulations SEBI SBEBSE Regulations Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
SEBI VCF Regulations The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996
SEC U.S. Securities and Exchange Commission
SIPCOT State Industries Promotion Corporation of Tamil Nadu Limited
SQC Standard on Quality Control
STT Securities Transaction Tax
TAN Tax deduction account number
Trade Marks Act The Trade Marks Act, 1999
U.S. GAAP The Generally Accepted Accounting Principles in the United States of America
U.S. QIBs Persons that are “qualified institutional buyers”, as defined in Rule 144A
U.S. Securities Act The U.S. Securities Act of 1933, as amended.
US$/USD/US Dollar United States Dollar
USA/U.S./US United States of America
U.K. United Kingdom
VAT Value added tax
VCF Venture capital funds as defined in and registered with the SEBI under the Securities
and Exchange Board of India (Venture Capital Fund) Regulations, 1996 (now repealed)
or the SEBI AIF Regulations, as the case may be
Water Act The Water (Prevention and Control of Pollution) Act, 1974
ZAR South African Rand

17
SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Red Herring Prospectus or all
details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its
entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus, including in “Risk
Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”,
“Our Promoters and Promoter Group”, “Restated Consolidated Financial Information”, “Outstanding
Litigation and Material Developments”, “Offer Procedure” and “Main Provisions of Articles of Association”
beginning on pages 59, 127, 146, 162, 195, 267, 361, 377, 534, 576, and 598, respectively.

Summary of our primary business

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. Our
customer base spans OEMs who use our products in: (i) passenger vehicles (“PVs”), (ii) commercial vehicles
(“CVs”), which comprises commercial trucks (“CTs”) and off-highway vehicles (“OHs”), and (iii) industrial and
other applications, which comprises generator sets, small commercial vehicles with gross vehicle weight of less
than 3.5 tons, two wheelers and three wheelers (“Industrial/Others”). We also sell to the aftermarket primarily
through Motocare India Private Limited (“Motocare”), a subsidiary of Tenneco LLC and our Group Company.
For further details, see “Our Business” beginning on page 267.
Summary of the industry in which we operate

According to the CRISIL Report, Indian auto component production (which includes sales to OEMs, exports and
the replacement market) has increased at a 13.4% CAGR to ₹8,622 billion in Fiscal 2025 from ₹4,592 billion in
Fiscal 2020. Auto component exports grew at a strong 13.4% CAGR during Fiscals 2020 to 2025. The auto
component market size is expected to grow between Fiscals 2025 and 2030 to reach ₹13,500 to ₹14,500 billion.
Domestic auto-component production revenue is projected to increase by 7-9% in Fiscal 2026, aided by continued
economic growth and buoyant demand from the OEM, replacement and export markets. Auto component exports
(accounting for 22% of the overall demand in Fiscal 2025) are projected to record a 6-8% on year growth in Fiscal
2026.

For further details, see “Industry Overview” beginning on page 195.

Promoters

Our Promoters are Tenneco Mauritius Holdings Limited, Tenneco (Mauritius) Limited, Federal-Mogul
Investments B.V., Federal-Mogul Pty Ltd and Tenneco LLC.

For further details, see “Our Promoters and Promoter Group – Our Promoters” on page 361.

Offer size

The Offer comprises an Offer for Sale of up to [●] Equity Shares of face value of ₹ 10 each aggregating up to ₹
36,000.00 million by the Promoter Selling Shareholder. For details, see “Other Regulatory and Statutory
Disclosures” beginning on page 545.

The Offer would constitute [●]% of the post-Offer paid-up Equity Share capital of our Company. For further
details, see “The Offer” beginning on page 127.

Objects of the Offer

The Promoter Selling Shareholder will be entitled to the entire proceeds of the Offer after deducting the Offer
expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer. The objects of
the Offer are to (i) carry out the Offer for Sale of up to [●] Equity Shares of face value of ₹ 10 each by the Promoter
Selling Shareholder aggregating up to ₹ 36,000.00 million; and (ii) achieve the benefits of listing the Equity Shares
on the Stock Exchanges. For further details, see “Objects of the Offer” beginning on page 162.

18
Aggregate pre-Offer and post-Offer Shareholding of our Promoters, members of our Promoter Group and
Promoter Selling Shareholder

Except as disclosed below, our Promoters, members of our Promoter Group and the Promoter Selling Shareholder,
do not hold any Equity Shares in our Company:

Pre-Offer Post-Offer*
S. No. of Equity No. of Equity
Name of Shareholder
No. Shares of face % of Equity Shares of face % of Equity
value of ₹ 10 Share capital value of ₹ 10 Share capital
each held each held
1. Tenneco Mauritius Holdings 333,725,530(2) 82.69 [●] [●]
Limited(1)
2. Tenneco (Mauritius) Limited 26,734,261 6.62 [●] [●]
3. Federal-Mogul Investments 10,607,654(3) 2.63 [●] [●]
B.V.
4. Federal-Mogul Pty Ltd 14,478,794(3) 3.59 [●] [●]
5. Tenneco LLC 6,974,946(3) 1.73 [●] [●]
Total 392,521,185 97.25 [●] [●]
*
To be updated in the Prospectus prior to filing with the RoC.
(1)
Also the Promoter Selling Shareholder.
(2)
This includes five Equity Shares of face value of ₹ 10 each of our Company held by Tenneco Mauritius Holdings Limited through its
nominees, as follows:
(a)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Investments B.V., Federal-Mogul Pty Ltd
and Tenneco LLC, Promoters of our Company; and
(b)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Vermogensverwaltungs GMBH and Federal-
Mogul Holdings, Ltd., members of our Promoter Group.
(3)
This excludes one Equity Share of face value of ₹ 10 each held as a nominee of Tenneco Mauritius Holdings Limited and such Equity Share
has been included in the aggregated number of Equity Shares held by Tenneco Mauritius Holdings Limited.

For further details, see “Capital Structure” beginning on page 146.

Shareholding of our Promoters, members of the Promoter Group, and additional top 10 Shareholders of
our Company

The aggregate pre-Offer and post-Offer shareholding, of each of our Promoters members of our Promoter Group,
and additional top 10 Shareholders (apart from Promoters and Promoter Group), is set forth below:

S. Pre-Offer shareholding as at the date of this RHP Post-Offer Shareholding as at Allotment(1)(2)


No. Name of the Number of Pre-Offer At the lower end of the At the upper end of the
Shareholder Equity Shares Shareholding price band (₹[●]) price band (₹[●])
of face value of (%) Number Post-offer Number Post-offer
₹ 10 each of Equity Shareholding of Equity Shareholding
Shares of (%) Shares of (%)
face face
value of value of
₹ 10 each ₹ 10 each
Promoters
1. Tenneco Mauritius 333,725,530(4) 82.69 [●] [●] [●] [●]
Holdings Limited(3)
2. Tenneco (Mauritius) 26,734,261 6.62 [●] [●] [●] [●]
Limited
3. Federal-Mogul 10,607,654 (5) 2.63 [●] [●] [●] [●]
Investments B.V.
4. Federal-Mogul Pty 14,478,794 (5) 3.59 [●] [●] [●] [●]
Ltd
5. Tenneco LLC 6,974,946 (5) 1.73 [●] [●] [●] [●]
Additional top 10 shareholders
1. Kotak Mahindra Life 1,511,336 0.37 [●] [●] [●] [●]
Insurance Company
Ltd.
2. Whiteoak Capital 1,309,824 0.32 [●] [●] [●] [●]
India Opportunities
Fund
3. 3P India Equity Fund 1,259,446 0.31 [●] [●] [●] [●]
1
4. VQ Fastercap Fund II 1,259,446 0.31 [●] [●] [●] [●]

19
S. Pre-Offer shareholding as at the date of this RHP Post-Offer Shareholding as at Allotment(1)(2)
No. Name of the Number of Pre-Offer At the lower end of the At the upper end of the
Shareholder Equity Shares Shareholding price band (₹[●]) price band (₹[●])
of face value of (%) Number Post-offer Number Post-offer
₹ 10 each of Equity Shareholding of Equity Shareholding
Shares of (%) Shares of (%)
face face
value of value of
₹ 10 each ₹ 10 each
5. SBI Emergent India 1,007,557 0.25 [●] [●] [●] [●]
Fund
6. Axis New 1,007,557 0.25 [●] [●] [●] [●]
Opportunities AIF -
Series II
7. Think India 1,007,557 0.25 [●] [●] [●] [●]
Opportunities Master
Fund LP
8. Ashoka India Equity 680,100 0.17 [●] [●] [●] [●]
Investment Trust Plc
9. 360 One Equity 642,317 0.16 [●] [●] [●] [●]
Opportunity Fund -
Series 2
10. 360 One Special 629,722 0.16 [●] [●] [●] [●]
Opportunities Fund -
Series 9
Total 402,836,047 99.81 [●] [●] [●] [●]
(1)
To be updated in the Prospectus prior to filing with the RoC.
(2)
Assuming full subscription in the Offer, the post-Offer shareholding details as at Allotment will be based on the actual subscription and
the Offer Price and updated in the Prospectus, subject to finalization of the Basis of Allotment.
(3)
Also the Promoter Selling Shareholder.
(4)
This includes five Equity Shares of face value of ₹ 10 each of our Company held by Tenneco Mauritius Holdings Limited through its
nominees, as follows:
(a)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Investments B.V., Federal-Mogul Pty
Ltd and Tenneco LLC, Promoters of our Company; and
(b)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Vermogensverwaltungs GMBH and
Federal-Mogul Holdings, Ltd., members of our Promoter Group.
(5)
This excludes one Equity Share of face value of ₹ 10 each held as a nominee of Tenneco Mauritius Holdings Limited and such
Equity Share has been included in the aggregated number of Equity Shares held by Tenneco Mauritius Holdings Limited.)

Summary of selected financial information derived from the Restated Consolidated Financial Information

The details of certain financial information as at and for the three months period ended June 30, 2025 and June
30, 2024 and the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023, as derived from
the Restated Consolidated Financial Information, are set forth below:
(in ₹ million, except per share data)
As at and for As at and for
As at and for As at and for
the three the three As at and for the
the Fiscal the Fiscal
Particulars months period months period Fiscal ended March
ended March ended March
ended June 30, ended June 31, 2023
31, 2025 31, 2024
2025 30, 2024
Equity share capital 4,036.04 2,140.89 4,036.04 2,140.89 3,134.06
Revenue from operations 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Profit for the period/ year 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
Restated earnings per Equity Share
- Basic earnings per share(1) 4.16* 3.71* 13.68 8.90 7.58
- Diluted earnings per share(1) 4.16* 3.71* 13.68 8.90 7.58
Net Asset Value Per Share(2) 30.98 28.30 31.10 27.67 27.42
Borrowings - - - - 139.72
Net Worth(3) 12,503.75 11,422.11 12,550.93 11,165.92 13,788.22
*Not annualized
Notes:
(1)
Basic and Diluted earnings per share (₹) = Basic and Diluted EPS is calculated by dividing Restated Profit for the year attributable to
owners of the Company (i.e., our Promoters) by the weighted average number of equity shares for calculating basic and diluted EPS. The
weighted average number of equity shares for three months period ended June 30, 2025, three months period ended June 30, 2024, and Fiscal
2025, 2024 and 2023 was 403.60 million, 403.60 million, 403.60 million, 467.92 million and 502.92 million respectively. Basic and Diluted
EPS for the periods ended June 30, 2025 and June 30, 2024 are not annualised.
(2)
Net asset value per share is calculated by dividing net worth as at the end of the period/Fiscal by the closing number of equity shares
adjusted on account of business combination. The closing number of equity shares for three months period ended June 30, 2025, three months
period ended June 30, 2024, and Fiscals 2025, 2024 and 2023, adjusted for business combination was 403.60 million, 403.60 million, 403.60
million, 403.60 million and 502.92 million respectively.

20
(3)
Excludes Capital Reserve, Capital Reserve on Business Combination under Common Control, Capital Redemption Reserve, Stock
Compensation Reserve and NCI.

For a reconciliation of non-GAAP measures, see “Management’s Discussion and Analysis of our Results of
Operations – Non-GAAP Financial Measures” on page 509. For further details, see “Restated Consolidated
Financial Information” beginning on page 377.

Qualifications by the Statutory Auditors which have not been given effect to in the Restated Consolidated
Financial Information

There are no qualifications by the Statutory Auditors in their examination report dated October 16, 2025 on our
Restated Consolidated Financial Information, which have not been given effect to in the Restated Consolidated
Financial Information.

Summary of outstanding litigation

A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Promoters, Group
Companies, Directors, Key Managerial Personnel and members of Senior Management as disclosed in this Red
Herring Prospectus in accordance with the SEBI ICDR Regulations and as per the Materiality Policy in
“Outstanding Litigation and Material Developments” is provided below:

Disciplinary actions by
SEBI or the Stock Material civil Aggregate
Statutory or Exchanges against the litigation as amount
Criminal
Name Tax claims regulatory Promoters in the last per the involved
proceedings
actions five Financial Years, Materiality (in ₹
including outstanding Policy million)(1)
action
Company
By our Company 1 Nil NA NA Nil 0.50
Against our Company Nil 14 1 NA Nil 399.46
Subsidiaries(2)
By our Subsidiaries 5 Nil NA NA Nil 194.49
Against our Subsidiaries Nil 64 3 NA Nil 775.10
Promoters
By our Promoters Nil Nil NA Nil Nil Nil
Against our Promoters Nil Nil Nil Nil Nil Nil
Directors
By our Directors Nil Nil NA NA Nil Nil
Against our Directors 1 Nil Nil NA Nil Nil
Key Managerial
Personnel/members of
Senior Management
By our Key Nil NA NA NA NA Nil
Managerial Personnel
and members of
Senior Management
Against our Key 1 NA Nil NA NA Nil
Managerial Personnel
and members of
Senior Management
Group Companies(3)
Outstanding litigation which
may have a material impact Nil
on our Company
(1) Inclusive of interests and penalties, to the extent quantifiable.
(2) This does not include matters disclosed under “Outstanding Litigation and Material Developments- Litigation involving our Subsidiaries-

Compounding applications involving our Subsidiaries” on page 550.


(3) While there are no outstanding litigations involving the Group Companies which may have a material impact on our Company, see

“Outstanding Litigation and Material Developments – Other pending litigation involving our Group Company, Federal-Mogul Goetze
(India) Limited” on page 552 for certain matter relating to one of our Group Companies.

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 548.

21
Risk factors

Specific attention of the investors is invited to “Risk Factors” beginning on page 59. Investors are advised to read
the risk factors carefully before taking an investment decision in the Offer. Set forth below are the top 10 risk
factors as per our Company:

S.No. Description of risk


1. 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, could have an adverse impact on our business, reputation,
financial condition, and results of operations.
2. We derived a significant portion of our revenue from operations, i.e. 81.35%, 83.44%, 82.04%, 83.87% and 83.06% 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. Any adverse changes in these sectors in India
could adversely impact our business, results of operations and financial condition.
3. We are dependent on our top ten customers. Our top ten customers (based on Fiscal 2025) contributed 80.57%, 82.32%,
81.54%, 83.92% and 77.79% of our revenue from operations in the three months ended June 30, 2025 and 2024 and Fiscals
2025, 2024 and 2023, respectively. 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.

4. We may be unable to realize sales represented by our awarded programs as we do not have firm volume commitments in
customer agreements, which could materially and adversely impact our financial condition and results of operations.
5. Our business is heavily influenced by government policies and regulations regarding emission standards, which significantly
impact our industry. Delays in the implementation of emission standards may affect the growth of our business.

6. Our operations and profitability are substantially dependent on the availability and cost of raw materials, including steel and
components such as pressed parts, electrodes and bimetal strips. In the three months ended June 30, 2025 and 2024 and
Fiscals 2025, 2024 and 2023, cost of materials consumed accounted for 64.42%, 66.69%, 65.05%, 70.15% and 70.37% of
our revenue from operations, and any volatility in the prices of these materials may adversely impact our business, results
of operations and financial condition.
7. We are dependent on Motocare India Private Limited (“Motocare”), an indirect subsidiary of Tenneco LLC and one of our
Group Companies for sales to the aftermarket. We also enter into other related-party transactions with entities in the Tenneco
Group in the ordinary course and may continue to do so in the future. We cannot assure you that we could not have achieved
more favorable terms had such transactions not been entered into with related parties, which may adversely affect our
business and results of operations.
8. 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. 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.
10. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements,
capital expenditures and restrictive covenants of our financing arrangements.

Summary of contingent liabilities

The summary of our contingent liabilities as at June 30, 2025, as derived from the Restated Consolidated Financial
Information, are set forth below:

Particulars Amount (in ₹ millions)


Stamp Duty on demerger (including penalty) 196.57
Income Tax matters 736.60
Customs 134.10
Central excise 5.54
Goods & Service tax 70.27
Others 23.73
Total 1,166.81
*The above amounts do not include interest and penalty amounts which may be payable till the date of settlements, if any. We believe that
none of these matters, either individually or in aggregate, are expected to have any material adverse effect on its financial statements.

For further details, see “Restated Consolidated Financial Information–Note 32-Commitments and Contingent
liabilities-Contingent liabilities” on page 462.

Summary of related party transactions

The summary of related party transactions entered into by us during the three months period ended June 30, 2025
and June 30, 2024 and in the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, as
derived from the Restated Consolidated Financial Information, are as set out in the table below:

22
Fiscal
Three months period Three months period 2025 2024 2023
ended June 30, 2025 ended June 30, 2024
Nature of Related Party Transaction Amount % of Amount % of Amount % of Amount % of Amount (in ₹ % of
(in ₹ Revenue (in ₹ Revenue (in ₹ Revenue (in ₹ Revenue Million) Revenue
Million) from Million) from Million) from Million) from from
Operations Operations Operations Operations Operations
Sale of products 878.66 6.83% 737.27 5.80% 3,069.92 6.28% 2,504.50 4.58% 1,647.67 3.41%
Sale of services 133.29 1.04% 80.32 0.63% 436.73 0.89% 210.95 0.39% 239.67 0.50%
Purchase of goods 106.01 0.82% 81.84 0.64% 282.41 0.58% 239.71 0.44% 186.78 0.39%
Purchase of services 10.74 0.08% 11.15 0.09% 22.89 0.05% 32.24 0.06% 129.40 0.27%
Royalty Expenses 280.41 2.18% 284.67 2.24% 1,102.74 2.25% 2,574.47 4.71% 1,119.31 2.32%
Research and development expense 0.52 0.00% - 0.00% - 0.00% - 0.00% - 0.00%
Network fees 56.83 0.44% - 0.00% - 0.00% - 0.00% - 0.00%
Management Support charges - 0.00% 47.74 0.38% 189.02 0.39% 357.17 0.65% 362.40 0.75%
Management Services (income) 2.73 0.02% 0.80 0.01% 4.16 0.01% 3.38 0.01% 3.47 0.01%
Reimbursement of expenses paid 17.97 0.14% 8.06 0.06% 83.69 0.17% 13.34 0.02% 18.86 0.04%
Reimbursement of expenses received 17.56 0.14% 8.95 0.07% 47.05 0.10% 118.06 0.22% 92.77 0.19%
Purchase of raw material, components and 504.35 3.92% 403.70 3.18% 1,875.61 3.84% 1,746.22 3.19% 1,836.84 3.81%
finished goods
Corporate support services 2.46 0.02% 15.73 0.12% 70.52 0.14% 62.93 0.12% 51.25 0.11%
Purchase of services/traded good 1.35 0.01% 0.38 0.00% 1.12 0.00% 3.56 0.01% 1.01 0.00%
Interest expense - 0.00% - 0.00% - 0.00% - 0.00% 22.04 0.05%
Dividend paid 1,716.61 13.35% 1,251.72 9.85% 4,092.42 8.37% 5,591.17 10.23% 2,804.28 5.81%
Purchase of Goods (Repairs and maintenance) - 0.00% - 0.00% - 0.00% 0.71 0.00% - 0.00%
Income from Business support services 22.72 0.18% 17.59 0.14% 73.07 0.15% 75.75 0.14% 75.25 0.16%
Technical support services - 0.00% - 0.00% - 0.00% - 0.00% 0.94 0.00%
Dividend received - 0.00% 125.21 0.99% 294.19 0.60% 497.54 0.91% 431.88 0.89%
Interest Received 248.78 1.94% - 0.00% - 0.00% - 0.00% - 0.00%
Remuneration to KMP 44.82 0.35% 46.08 0.36% 136.34 0.28% 73.72 0.13% 75.92 0.16%
Director’s sitting fees 3.00 0.02% - 0.00% - 0.00% - 0.00% - 0.00%

Fiscal
Three months period Three months period 2025 2024 2023
Nature of Related Party Transaction/Nature ended June 30, 2025 ended June 30, 2024
of outstanding Amount % of Total Amount % of Total Amount % of Total Amount % of Total Amount (in ₹ % of Total
(in ₹ Assets (in ₹ Assets (in ₹ Assets (in ₹ Assets Million) Assets
Million) Million) Million) Million)
Loans repaid / (taken) during the year - 0.00% - 0.00% - 0.00% - 0.00% (330.00) (1.36)%
Purchase of capital goods 0.40 0.00% 0.08 0.00% 19.01 0.07% 33.02 0.15% 50.72 0.21%
Trade Payables 1,092.42 3.74% 934.05 4.46% 974.63 3.44% 1,696.96 7.94% 907.78 3.74%

23
Fiscal
Three months period Three months period 2025 2024 2023
Nature of Related Party Transaction/Nature ended June 30, 2025 ended June 30, 2024
of outstanding Amount % of Total Amount % of Total Amount % of Total Amount % of Total Amount (in ₹ % of Total
(in ₹ Assets (in ₹ Assets (in ₹ Assets (in ₹ Assets Million) Assets
Million) Million) Million) Million)
Trade Receivables 1,053.22 3.61% 580.54 2.77% 973.75 3.44% 563.91 2.64% 452.67 1.86%
Advance received - 0.00% - 0.00% 12.35 0.04% 0.10 0.00% - 0.00%
Advance paid 0.13 0.00% 0.97 0.00% 41.12 0.15% 0.54 0.00% 0.29 0.00%
Other receivables 9,095.23 31.16% 2,589.27 12.36% 8,313.02 29.36% 2,598.34 12.16% 2,582.99 10.63%
Capital creditors - 0.00% - 0.00% - 0.00% 2.61 0.01% 13.46 0.06%
Loss allowance for trade receivables 11.67 0.04% 24.78 0.12% 10.92 0.04% 12.10 0.06% 1.02 0.00%

The summary of related party transactions entered into by us for the three months period ended June 30, 2025, June 30, 2024 and the Financial Years ended March 31, 2025,
March 31, 2024 and March 31, 2023, as derived from the Restated Consolidated Financial Information, are as set out in the table below:

(in ₹ million, except %)


Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Sale of products Tenneco Japan Ltd Fellow - 0.00% - 0.00% 16.57 0.03% 46.80 0.09% 151.24 0.31%
subsidiary
Sale of products Tenneco Industria de Autopecas Fellow - 0.00% - 0.00% - 0.00% - 0.00% 122.44 0.25%
Ltda, Brazil subsidiary
Sale of products Tenneco Sistemas Automotivos Fellow 69.77 0.54% 52.01 0.41% 274.11 0.56% 151.28 0.28% 1.42 0.00%
LTDA subsidiary
Sale of products Tenneco Zwickau GmbH Fellow 24.17 0.19% - 0.00% 22.81 0.05% 0.01 0.00% 0.43 0.00%
subsidiary
Sale of products Tenneco Automotive Polska Sp. Fellow - 0.00% 0.05 0.00% 0.37 0.00% - 0.00% 0.30 0.00%
Zoo subsidiary
Sale of products Tenneco GmbH Fellow - 0.00% - 0.00% 0.21 0.00% - 0.00% 0.87 0.00%
subsidiary
Sale of products Tenneco (Suzhou) Emission Fellow - 0.00% - 0.00% 0.14 0.00% - 0.00% - 0.00%
System Co., Ltd., China subsidiary
Sale of products Federal Mogul Global Aftermarket Fellow 13.52 0.11% 11.91 0.09% 49.23 0.10% 38.60 0.07% 33.39 0.07%
EMEA BV subsidiary

24
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Sale of products Yura Federal Mogul Sejong Fellow 0.33 0.00% - 0.00% 0.32 0.00% - 0.00% 0.97 0.00%
Ignition Limited Liability subsidiary
Company
Sale of products Federal Mogul Motorparts LLC Fellow 2.25 0.02% - 0.00% 2.15 0.00% 2.53 0.00% 4.45 0.01%
subsidiary
Sale of products Federal Mogul Yura (Qingdao) Fellow 0.04 0.00% - - - 0.00% - - 3.51 0.01%
Ignition Co., Ltd subsidiary
Sale of products Federal-Mogul de Mexico S. de RL Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.14 0.00%
de CV subsidiary
Sale of products Motocare India Private Limited Fellow 627.79 4.88% 575.72 4.53% 2,315.97 4.74% 1,757.26 3.21% 610.37 1.26%
subsidiary
Sale of products Federal-Mogul Goetze (India) Fellow 1.04 0.01% 0.32 0.00% 10.17 0.02% 1.27 0.00% 0.04 0.00%
Limited subsidiary
Sale of products Federal-Mogul Sealing Systems Fellow - 0.00% - 0.00% - 0.00% - 0.00% 2.37 0.00%
GmbH subsidiary
Sale of products Federal-Mogul (China) Co., Ltd Fellow - 0.00% - 0.00% - 0.00% - 0.00% 1.09 0.00%
subsidiary
Sale of products Federal-Mogul Powertrain LLC Fellow - 0.00% - 0.00% - 0.00% - 0.00% 1.49 0.00%
subsidiary
Sale of products Tenneco LLC Controlling - 0.00% 0.96 0.01% 3.73 0.01% 8.77 0.02% 2.97 0.01%
Party
Sale of products Federal-Mogul Bimet, S.A Fellow 32.82 0.26% 19.41 0.15% 38.73 0.08% 48.37 0.09% 39.75 0.08%
subsidiary
Sale of products Federal-Mogul Wiesbaden GmbH, Fellow - 0.00% 3.61 0.03% 38.51 0.08% 11.36 0.02% 5.30 0.01%
Germany subsidiary
Sale of products Federal-Mogul of South Africa Fellow 4.46 0.03% 21.19 0.17% 52.88 0.11% 35.64 0.07% 43.86 0.09%
(Propriety) Limited subsidiary
Sale of products Federal-Mogul Sejong Co., Ltd Fellow 5.93 0.05% 3.68 0.03% 13.98 0.03% 24.08 0.04% 24.79 0.05%
subsidiary
Sale of products Tenneco Automotive Operating Fellow 50.46 0.39% 9.45 0.07% 67.96 0.14% 45.60 0.08% 63.42 0.13%
Company LLC (formerly, Tenneco subsidiary
Automotive Operating Company
Inc., USA)

25
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Sale of products Advanced Suspension Technology Fellow 7.48 0.06% 2.85 0.02% 26.13 0.05% 73.00 0.13% 259.54 0.54%
LLC ( formerly, DriV Automotive subsidiary
Inc.)
Sale of products Tenneco Automotive Europe BV., Fellow - 0.00% 6.51 0.05% 15.00 0.03% 50.33 0.09% 57.70 0.12%
Belgium subsidiary
Sale of products Tenneco Ride Control South Africa Fellow 0.02 0.00% 8.93 0.07% 21.87 0.04% 21.48 0.04% 37.78 0.08%
(PTY) Ltd., South Africa subsidiary
Sale of products Tenneco Automotive Eastern Fellow 0.02 0.00% 0.07 0.00% 0.22 0.00% 0.29 0.00% 0.33 0.00%
Europe Sp z. o. o. subsidiary
Sale of products Monroe Mexico S. de R. L de C.V Fellow - 0.00% 3.58 0.03% 3.58 0.01% 64.05 0.12% 55.29 0.11%
subsidiary
Sale of products Driv Japan Ltd., Japan Fellow 9.19 0.07% 0.87 0.01% 24.49 0.05% 29.42 0.05% 6.01 0.01%
subsidiary
Sale of products Tenneco Automotive Brazil Ltd Fellow 0.28 0.00% 0.31 0.00% 1.32 0.00% 24.60 0.04% 30.09 0.06%
subsidiary
Sale of products Fric Rot S.A.I.C., Argentina Fellow 3.95 0.03% 4.73 0.04% 22.26 0.05% 12.95 0.02% 4.91 0.01%
subsidiary
Sale of products Tenneco Automotive Trading Fellow - 0.00% - 0.00% - 0.00% 1.56 0.00% 5.25 0.01%
Company LLC (formerly known as subsidiary
Tenneco Automotive Trading
Company)
Sale of products Federal-Mogul Motorparts Fellow - 0.00% - 0.00% 2.14 0.00% - 0.00% - 0.00%
(Singapore) Pte. Ltd subsidiary
Sale of products Federal-Mogul Ignition LLC Fellow 22.67 0.18% 11.11 0.09% 45.07 0.09% 55.25 0.10% 76.16 0.16%
subsidiary
Sale of products Servicios Administrativos Fellow 2.47 0.02% - 0.00% - 0.00% - 0.00% - 0.00%
Industriales, S. de R. L de C.V subsidiary
Sale of products Total 878.66 6.83% 737.27 5.80% 3,069.92 6.28% 2,504.50 4.58% 1,647.67 3.41%
Sale of services Tenneco (Suzhou) Emission Fellow 1.51 0.01% 7.12 0.06% 13.95 0.03% 20.30 0.04% 13.84 0.03%
System Co., Ltd., China subsidiary
Sale of services Tenneco Automotive Operating Fellow 12.11 0.09% 16.50 0.13% 68.94 0.14% 19.67 0.04% 13.60 0.03%
Company LLC (formerly, Tenneco subsidiary

26
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Automotive Operating Company
Inc., USA)
Sale of services Tenneco Sistemas Automotivos Fellow 0.14 0.00% 4.76 0.04% 5.18 0.01% 0.58 0.00% - 0.00%
LTDA subsidiary
Sale of services Tenneco GmbH Fellow 3.30 0.03% 3.37 0.03% 10.31 0.02% 8.63 0.02% 6.71 0.01%
subsidiary
Sale of services Shanghai Tenneco Exhaust System Fellow 1.56 0.01% 3.27 0.03% 6.58 0.01% 7.17 0.01% 4.37 0.01%
Co., Ltd., China subsidiary
Sale of services Federal-Mogul Goetze (India) Fellow 2.40 0.02% 1.59 0.01% 10.66 0.02% - 0.00% 3.69 0.01%
Limited subsidiary
Sale of services Tenneco LLC Controlling - 0.00% 38.59 0.30% 94.77 0.19% 154.60 0.28% 148.70 0.31%
party
Sale of services Federal-Mogul Powertrain LLC Fellow 107.32 0.83% 3.78 0.03% 219.45 0.45% - 0.00% 33.12 0.07%
subsidiary
Sale of services Federal Mogul Motorparts LLC Fellow - 0.00% 1.34 0.01% 5.41 0.01% - 0.00% 11.01 0.02%
subsidiary
Sale of services Tenneco Japan Ltd Fellow - 0.00% - 0.00% 1.48 0.00% - 0.00% 2.46 0.01%
subsidiary
Sale of services Tenneco Automotive Brazil Ltd Fellow - 0.00% - 0.00% - 0.00% - 0.00% 2.17 0.00%
subsidiary
Sale of services The Pullman Company LLC Fellow 2.72 0.02% - 0.00% - 0.00% - 0.00% - 0.00%
(formerly, The Pullman Company) subsidiary
Sale of services Motocare India Private Limited Fellow 2.23 0.02% - 0.00% - 0.00% - 0.00% - 0.00%
subsidiary
Sale of services Total 133.29 1.04% 80.32 0.63% 436.73 0.89% 210.95 0.39% 239.67 0.50%
Purchase of Tenneco Automotive Operating Fellow 9.30 0.07% 2.88 0.02% 2.88 0.01% 0.89 0.00% 4.10 0.01%
goods Company LLC (formerly, Tenneco subsidiary
Automotive Operating Company
Inc., USA)
Purchase of Walker Exhaust (Thailand) Co., Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.11 0.00%
goods Ltd., Thailand subsidiary
Purchase of Tenneco Japan Ltd Fellow - 0.00% - 0.00% - 0.00% 0.42 0.00% 0.03 0.00%
goods subsidiary

27
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Purchase of Tenneco Automotive Polska Sp. Fellow 6.82 0.05% 11.42 0.09% 31.79 0.06% 28.83 0.05% 14.61 0.03%
goods Zoo subsidiary
Purchase of Tenneco Sistemas Automotivos Fellow - 0.00% - 0.00% - 0.00% 13.50 0.02% - 0.00%
goods LTDA subsidiary
Purchase of Tenneco (Suzhou) Emission Fellow 8.72 0.07% 12.34 0.10% 15.52 0.03% 13.90 0.03% 4.90 0.01%
goods System Co., Ltd., China subsidiary
Purchase of Tenneco (Suzhou) Co., Ltd., China Fellow 0.75 0.01% 0.42 0.00% 1.05 0.00% 0.73 0.00% 3.19 0.01%
goods subsidiary
Purchase of Tenneco GmbH Fellow - 0.00% - 0.00% - 0.00% - 0.00% 1.41 0.00%
goods subsidiary
Purchase of Tenneco Silesia SP. Z.O.O Fellow 3.04 0.02% 14.76 0.12% 22.97 0.05% 38.13 0.07% 36.80 0.08%
goods subsidiary
Purchase of Tenneco Zwickau GmbH Fellow - 0.00% - 0.00% 0.17 0.00% - 0.00% 1.85 0.00%
goods subsidiary
Purchase of Tenneco Automotive Europe BV., Fellow 68.80 0.54% 37.51 0.30% 192.77 0.39% 118.85 0.22% 99.44 0.21%
goods Belgium subsidiary
Purchase of Tenneco Ride Control South Africa Fellow 4.59 0.04% 0.56 0.00% 4.24 0.01% 3.22 0.01% 1.73 0.00%
goods (PTY) Ltd., South Africa subsidiary
Purchase of Advanced Suspension Technology Fellow 0.24 0.00% 0.62 0.00% 2.49 0.01% 9.49 0.02% 6.41 0.01%
goods LLC ( formerly, DriV Automotive subsidiary
Inc.)
Purchase of Monroe Czechia S.R.O., Czech Fellow - 0.00% - 0.00% 0.34 0.00% 0.90 0.00% 3.04 0.01%
goods Republic subsidiary
Purchase of Tenneco (Changzhou) Ride Fellow - 0.00% 0.01 0.00% 1.57 0.00% 0.20 0.00% 0.50 0.00%
goods Control System Co., Ltd., China subsidiary
Purchase of Tenneco Automotive Brazil Ltd Fellow 1.24 0.01% 0.55 0.01% 2.49 0.01% 2.21 0.00% 0.90 0.00%
goods subsidiary
Purchase of Monroe Mexico S. de R. L de C.V Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.05 0.00%
goods subsidiary
Purchase of Driv Japan Ltd., Japan Fellow 0.90 0.01% - 0.00% - 0.00% 0.28 0.00% - 0.00%
goods subsidiary
Purchase of Tenneco (Beijing) Ride Control Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.41 0.00%
goods System Co. Ltd, China subsidiary

28
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Purchase of Tenneco (Suzhou) Ride Control Fellow - 0.00% - 0.00% 0.07 0.00% 2.64 0.00% - 0.00%
goods Co., Ltd. China subsidiary
Purchase of Tenneco Automotive Eastern Fellow 0.10 0.00% 0.20 0.00% 1.10 0.00% 0.45 0.00% 0.18 0.00%
goods Europe Sp z. o. o. subsidiary
Purchase of Federal Mogul Coventry Limited, Fellow 1.04 0.01% 0.57 0.00% 2.96 0.01% 3.40 0.01% 1.65 0.00%
goods UK subsidiary
Purchase of The Pullman Company LLC Fellow - - - - - - 1.67 0.00% 5.47 0.01%
goods (formerly, The Pullman Company) subsidiary
Purchase of Tenneco FAWSN (Tianjin) Fellow 0.47 0.00% - - - - - - - -
goods Automobile Parts Co., Ltd subsidiary
Purchase of Total 106.01 0.82% 81.84 0.64% 282.41 0.58% 239.71 0.44% 186.78 0.39%
goods
Purchase of Tenneco Automotive Operating Fellow 8.23 0.06% 0.11 0.00% 0.11 0.00% 4.71 0.01% 26.33 0.05%
services Company LLC (formerly, Tenneco subsidiary
Automotive Operating Company
Inc., USA)
Purchase of Tenneco Automotive Polska Sp. Fellow 0.10 0.00% 2.82 0.02% 2.92 0.01% 4.27 0.01% - 0.00%
services Zoo subsidiary
Purchase of Tenneco GmbH Fellow 0.51 0.00% 7.59 0.06% 10.75 0.02% 20.20 0.04% 94.52 0.20%
services subsidiary
Purchase of Shanghai Tenneco Exhaust System Fellow - 0.00% 0.39 0.00% 3.41 0.01% 1.69 0.00% 6.25 0.01%
services Co., Ltd., China subsidiary
Purchase of Tenneco Automotive Europe BV., Fellow - 0.00% 0.24 0.00% 0.24 0.00% - 0.00% 2.21 0.00%
services Belgium subsidiary
Purchase of Tenneco Japan Ltd Fellow - 0.00% - 0.00% - 0.00% 1.37 0.00% 0.09 0.00%
services subsidiary
Purchase of Federal-Mogul Goetze (India) Fellow 1.90 0.01% - 0.00% 4.50 0.01% - 0.00% - 0.00%
services Limited subsidiary
Purchase of Tenneco Silesia SP. Z.O.O Fellow - 0.00% - 0.00% 0.96 0.00% - 0.00% - 0.00%
services subsidiary
Purchase of Total 10.74 0.08% 11.15 0.09% 22.89 0.05% 32.24 0.06% 129.40 0.27%
services

29
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Royalty Expenses Tenneco Automotive Operating Fellow 253.69 1.97% 260.25 2.05% 1,003.04 2.05% 2,373.67 4.34% 888.93 1.84%
Company LLC (formerly, Tenneco subsidiary
Automotive Operating Company
Inc., USA)
Royalty Expenses Tenneco GmbH Fellow - 0.00% - 0.00% - 0.00% 101.06 0.18% 158.41 0.33%
subsidiary
Royalty Expenses Federal-Mogul Powertrain LLC Fellow 26.72 0.21% 24.42 0.19% 99.70 0.20% 99.74 0.18% 71.97 0.15%
subsidiary
Royalty Total 280.41 2.18% 284.67 2.24% 1,102.74 2.25% 2,574.47 4.71% 1,119.31 2.32%
Expenses
Research and Fellow 0.52 0.00% - 0.00% - 0.00% - 0.00% - 0.00%
development subsidiary
expenses Driv Japan Ltd., Japan
Research and 0.52 0.00% - 0.00% - 0.00% - 0.00% - 0.00%
development
expenses Total
Network fees Tenneco Automotive Operating Fellow - 0.00% - 0.00% - 0.00% - 0.00%
Company LLC (formerly, Tenneco subsidiary 54.47
Automotive Operating Company Inc.,
USA) 0.42%
Network fees Federal-Mogul Powertrain LLC Fellow - 0.00% - 0.00% - 0.00% - 0.00%
subsidiary 2.36 0.02%
Network fees Total - 0.00% - 0.00% - 0.00% - 0.00%
56.83 0.44%
Management Tenneco Automotive Operating Fellow - 0.00% 42.40 0.33% 169.60 0.35% 339.22 0.62% 362.40 0.75%
Support charges Company LLC (formerly, Tenneco subsidiary
Automotive Operating Company
Inc., USA)
Management Tenneco LLC Controlling - 0.00% 5.34 0.04% 19.42 0.04% 17.95 0.03% - -
Support charges party
Management Total - - 47.74 0.38% 189.02 0.39% 357.17 0.65% 362.40 0.75%
Support charges

30
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Management Federal-Mogul Powertrain LLC Fellow 2.73 0.02% 0.70 0.01% 4.00 0.01% 1.95 0.00% 1.73 0.00%
Services (income) subsidiary
Management Federal Mogul Ignition GmbH Fellow - 0.00% - 0.00% - 0.00% 0.41 0.00% - 0.00%
Services (income) subsidiary
Management Advanced Suspension Technology Fellow - 0.00% 0.10 0.00% 0.16 0.00% 0.57 0.00% 0.60 0.00%
Services (income) LLC ( formerly, DriV Automotive subsidiary
Inc.)
Management Federal-Mogul Goetze (India) Fellow - 0.00% - 0.00% - 0.00% 0.45 0.00% 1.14 0.00%
Services (income) Limited subsidiary
Management Total 2.73 0.02% 0.80 0.01% 4.16 0.01% 3.38 0.01% 3.47 0.01%
Services
(income)
Reimbursement Tenneco Automotive Operating Fellow - 0.00% 7.01 0.06% 17.04 0.03% 9.76 0.02% 11.05 0.02%
of expenses paid Company LLC (formerly, Tenneco subsidiary
Automotive Operating Company
Inc., USA)
Reimbursement Tenneco Automotive Polska Sp. Fellow - 0.00% - 0.00% 0.52 0.00% 0.31 0.00% - 0.00%
of expenses paid Zoo subsidiary
Reimbursement Tenneco Automotive Europe BV., Fellow - 0.00% - 0.00% - 0.00% 0.51 0.00% 0.09 0.00%
of expenses paid Belgium subsidiary
Reimbursement Tenneco (Suzhou) Emission Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.53 0.00%
of expenses paid System Co., Ltd., China subsidiary
Reimbursement Federal-Mogul Goetze (India) Fellow 17.32 0.13% 0.40 0.00% 2.40 0.00% 2.40 0.00% 3.79 0.01%
of expenses paid Limited subsidiary
Reimbursement Tenneco Silesia SP. Z.O.O Fellow - 0.00% - 0.00% - 0.00% 0.36 0.00% - 0.00%
of expenses paid subsidiary
Reimbursement Tenneco Korea Ltd, South Korea Fellow - 0.00% - 0.00% - 0.00% - 0.00% 1.94 0.00%
of expenses paid subsidiary
Reimbursement Driv Japan Ltd., Japan Fellow - 0.00% 0.65 0.01% 2.26 0.00% - 0.00% 1.01 0.00%
of expenses paid subsidiary
Reimbursement Fric Rot S.A.I.C., Argentina Fellow - 0.00% - 0.00% 0.80 0.00% - 0.00% - 0.00%
of expenses paid subsidiary

31
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Reimbursement Federal-Mogul Powertrain Italy Srl Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.02 0.00%
of expenses paid subsidiary
Reimbursement Federal-Mogul Sealing Systems Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.43 0.00%
of expenses paid GmbH subsidiary
Reimbursement Federal-Mogul Powertrain LLC Fellow - 0.00% - 0.00% 60.67 0.12% - 0.00% - 0.00%
of expenses paid subsidiary
Reimbursement Tenneco Zwickau GmbH Fellow 0.48 0.00% - 0.00% - 0.00% - 0.00% - 0.00%
of expenses paid subsidiary
Reimbursement Federal Mogul Yura (Qingdao) Fellow 0.17 0.00% - 0.00% - 0.00% - 0.00% - 0.00%
of expenses paid Ignition Co., Ltd subsidiary

Reimbursement Total 17.97 0.14% 8.06 0.06% 83.69 0.17% 13.34 0.02% 18.86 0.04%
of expenses paid
Reimbursement Tenneco Automotive Operating Fellow - 0.00% - 0.00% - 0.00% 7.87 0.01% 29.89 0.06%
of expenses Company LLC (formerly, Tenneco subsidiary
received Automotive Operating Company
Inc., USA)
Reimbursement Federal Mogul Motorparts LLC Fellow - 0.00% - 0.00% - 0.00% 0.45 0.00% 2.56 0.01%
of expenses subsidiary
received
Reimbursement Tenneco GmbH Fellow - 0.00% - 0.00% - 0.00% 0.62 0.00% - 0.00%
of expenses subsidiary
received
Reimbursement Tenneco Japan Ltd Fellow - 0.00% - 0.00% - 0.00% 3.64 0.01% 3.50 0.01%
of expenses subsidiary
received
Reimbursement Tenneco Silesia SP. Z.O.O Fellow 0.13 0.00% - 0.00% - 0.00% 0.29 0.00% - 0.00%
of expenses subsidiary
received

32
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Reimbursement Federal-Mogul Holding Ltd, Fellow - 0.00% - 0.00% - 0.00% 0.32 0.00% 24.28 0.05%
of expenses Mauritius subsidiary
received
Reimbursement Federal-Mogul Goetze (India) Fellow 0.26 0.00% 0.22 0.00% 3.09 0.01% 13.93 0.03% 7.83 0.02%
of expenses Limited subsidiary
received
Reimbursement Federal Mogul Yura (Qingdao) Fellow - 0.00% - 0.00% - 0.00% 0.18 0.00% 0.22 0.00%
of expenses Ignition Co., Ltd subsidiary
received
Reimbursement Federal-Mogul Powertrain LLC Fellow 15.96 0.12% 8.48 0.07% 36.19 0.07% 66.84 0.12% 14.32 0.03%
of expenses subsidiary
received
Reimbursement Advanced Suspension Technology Fellow - 0.00% 0.68 0.01% 1.09 0.00% 3.77 0.01% 4.02 0.01%
of expenses LLC (formerly, DriV Automotive subsidiary
received Inc.)
Reimbursement Federal Mogul Ignition GmbH Fellow - 0.00% - 0.00% - 0.00% 2.75 0.01% - 0.00%
of expenses subsidiary
received
Reimbursement Federal-Mogul Sealing Systems Fellow 0.50 0.00% 0.55 0.00% 2.45 0.01% 1.88 0.00% - 0.00%
of expenses GmbH subsidiary
received
Reimbursement Tenneco LLC Controlling - 0.00% (1.31) (0.01) (1.31) 0.00% 2.84 0.01% 5.34 0.01%
of expenses Party
received
Reimbursement Federal-Mogul Sealing System Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.68 0.00%
of expenses (Nanchang) Co., Ltd., China subsidiary
received
Reimbursement Federal-Mogul (China) Co., Ltd Fellow 0.34 0.00% 0.25 0.00% 1.34 0.00% 1.34 0.00% 0.12 0.00%
of expenses subsidiary
received
Reimbursement Federal-Mogul Wiesbaden GmbH, Fellow 0.01 0.00% 0.08 0.00% 3.59 0.01% 0.05 0.00% - 0.00%
of expenses Germany subsidiary
received

33
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Reimbursement Federal-Mogul of South Africa Fellow - 0.00% - 0.00% - 0.00% 0.17 0.00% - 0.00%
of expenses (Propriety) Limited subsidiary
received
Reimbursement Motocare India Private Limited Fellow - 0.00% - 0.00% - 0.00% 9.84 0.02% - 0.00%
of expenses subsidiary
received
Reimbursement Tenneco Automotive Europe BV., Fellow - 0.00% - 0.00% 0.61 0.00% - 0.00% - 0.00%
of expenses Belgium subsidiary
received
Reimbursement Yura Federal Mogul Sejong Fellow - 0.00% - 0.00% - 0.00% 1.28 0.00% - 0.00%
of expenses Ignition Limited Liability subsidiary
received Company
Reimbursement Tenneco Sistemas Automotivos Fellow 0.36 0.00% - 0.00% - 0.00% - 0.00% - 0.00%
of expenses LTDA subsidiary
received
Reimbursement Total 17.56 0.14% 8.95 0.07% 47.05 0.10% 118.06 0.22% 92.77 0.19%
of expenses
received
Purchase of raw Federal Mogul Yura (Qingdao) Fellow - 0.00% 14.05 0.11% 54.24 0.11% 36.63 0.07% 49.29 0.10%
material, Ignition Co., Ltd subsidiary
components and
finished goods
Purchase of raw Federal-Mogul de Mexico S. de RL Fellow - 0.00% 12.86 0.10% 38.28 0.08% 41.77 0.08% 40.13 0.08%
material, de CV subsidiary
components and
finished goods
Purchase of raw Federal - Mogul Italy S.r.l Fellow 4.93 0.04% 4.22 0.03% 80.78 0.17% 69.67 0.13% 26.40 0.05%
material, subsidiary
components and
finished goods
Purchase of raw Federal Mogul Ignition Products Fellow 29.39 0.23% - 0.00% 0.08 0.00% 0.07 0.00% - 0.00%
material, SAS subsidiary

34
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
components and
finished goods
Purchase of raw Federal Mogul Ignition GmbH Fellow - 0.00% - 0.00% 1.25 0.00% 1.60 0.00% 0.53 0.00%
material, subsidiary
components and
finished goods
Purchase of raw Federal-Mogul Sealing System Fellow - 0.00% - 0.00% 0.13 0.00% 1.75 0.00% 1.56 0.00%
material, (Nanchang) Co., Ltd., China subsidiary
components and
finished goods
Purchase of raw Federal-Mogul Powertrain Italy Srl Fellow 4.36 0.03% 14.13 0.11% 29.27 0.06% 18.08 0.03% 31.86 0.07%
material, subsidiary
components and
finished goods
Purchase of raw Federal-Mogul Powertrain LLC Fellow - 0.00% - 0.00% - 0.00% 2.23 0.00% 0.25 0.00%
material, subsidiary
components and
finished goods
Purchase of raw Federal-Mogul Sealing Systems Fellow - 0.00% - 0.00% 8.08 0.02% 0.77 0.00% 0.77 0.00%
material, GmbH subsidiary
components and
finished goods
Purchase of raw Tenneco LLC Controlling 0.34 0.00% 2.35 0.02% 11.16 0.02% 7.32 0.01% (0.25) 0.00%
material, party
components and
finished goods
Purchase of raw Federal-Mogul Bimet, S.A Fellow 30.16 0.23% 13.30 0.10% 74.03 0.15% 58.85 0.11% 63.87 0.13%
material, subsidiary
components and
finished goods
Purchase of raw Tenneco Sistemas Automotivos Fellow - 0.00% - 0.00% - 0.00% 0.36 0.00% 0.31 0.00%
material, LTDA subsidiary

35
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
components and
finished goods
Purchase of raw Federal-Mogul Operations France Fellow 2.39 0.02% 0.91 0.01% 4.76 0.01% 7.52 0.01% 9.60 0.02%
material, S.A.S subsidiary
components and
finished goods
Purchase of raw Federal-Mogul Wiesbaden GmbH, Fellow 1.48 0.01% 4.93 0.04% 10.36 0.02% 31.80 0.06% 42.71 0.09%
material, Germany subsidiary
components and
finished goods
Purchase of raw Federal-Mogul Sejong Co., Ltd Fellow 134.13 1.04% 99.16 0.78% 455.27 0.93% 442.64 0.81% 537.08 1.11%
material, subsidiary
components and
finished goods
Purchase of raw Federal-Mogul Shanghai Fellow 79.79 0.62% 75.28 0.59% 356.84 0.73% 330.19 0.60% 298.39 0.62%
material, Compound Material Co., Ltd subsidiary
components and
finished goods
Purchase of raw Yura Federal Mogul Sejong Fellow - 0.00% 0.01 0.00% 2.34 0.00% - 0.00% - 0.00%
material, Ignition Limited Liability subsidiary
components and Company
finished goods
Purchase of raw Federal Mogul Motorparts LLC Fellow - 0.00% - 0.00% 1.04 0.00% - 0.00% - 0.00%
material, subsidiary
components and
finished goods
Purchase of raw Federal-Mogul Ignition LLC Fellow 200.87 1.56% 162.50 1.28% 747.70 1.53% 694.97 1.27% 734.34 1.52%
material, subsidiary
components and
finished goods
Purchase of raw Federal-Mogul Holding Fellow 16.51 0.13% - 0.00% - 0.00% - 0.00% - 0.00%
material, Deutschland GmbH subsidiary

36
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
components and
finished goods
Purchase of raw Total 504.35 3.92% 403.70 3.18% 1,875.61 3.84% 1,746.22 3.19% 1,836.84 3.81%
material,
components and
finished goods
Corporate support Federal Mogul Holding Fellow - 0.00% 15.73 0.12% 70.52 0.14% 62.93 0.12% 51.25 0.11%
services Deutschland GmbH subsidiary
Corporate support Federal-Mogul Ignition LLC Fellow 2.46 0.02% - 0.00% - 0.00% - 0.00% - 0.00%
services subsidiary
Corporate Total 2.46 0.02% 15.73 0.12% 70.52 0.14% 62.93 0.12% 51.25 0.11%
support services
Purchase of Federal-Mogul Powertrain LLC Fellow 1.35 0.01% 0.38 0.00% 0.80 0.00% 3.56 0.01% 1.01 0.00%
services/traded subsidiary
good
Purchase of Federal Mogul Motorparts LLC Fellow - 0.00% - 0.00% 0.32 0.00% - 0.00% - 0.00%
services/traded subsidiary
good
Purchase of Total 1.35 0.01% 0.38 0.00% 1.12 0.00% 3.56 0.01% 1.01 0.00%
services/traded
good
Interest expense Federal-Mogul Goetze (India) Fellow - 0.00% - 0.00% - 0.00% - 0.00% 22.04 0.05%
Limited subsidiary
Interest expense Total - 0.00% - 0.00% - 0.00% - 0.00% 22.04 0.05%
Dividend paid Federal-Mogul Investment B V Fellow 45.12 0.35% 0.00% - 0.00% 160.59 0.29% - 0.00%
subsidiary -
Dividend paid Tenneco LLC Controlling 29.66 0.23% 0.00% - 0.00% 171.37 0.31% - 0.00%
party -
Dividend paid Tenneco Mauritius Holdings Immediate 1,466.54 11.41% 968.16 7.62% 3,298.14 6.74% 4,880.75 8.93% 2,602.45 5.39%
Limited Parent
company
Dividend paid Tenneco Mauritius Limited Fellow 113.71 0.88% 75.06 0.59% 255.71 0.52% 378.46 0.69% 201.83 0.42%
subsidiary

37
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Dividend paid Federal-Mogul Pty Ltd Fellow 61.58 0.48% 208.50 1.64% 538.57 1.10% - 0.00% - 0.00%
subsidiary
Dividend paid Total 1,716.61 13.35% 1,251.72 9.85% 4,092.42 8.37% 5,591.17 10.23% 2,804.28 5.81%
Purchase of Tenneco GmbH Fellow - 0.00% - 0.00% - 0.00% 0.71 0.00% - 0.00%
Goods (Repairs subsidiary
and maintenance)
Purchase of Total - 0.00% - 0.00% - 0.00% 0.71 0.00% - 0.00%
Goods (Repairs
and
maintenance)
Income from Tenneco LLC Controlling 3.98 0.03% 1.64 0.01% 8.27 0.02% 13.29 0.02% 18.78 0.04%
Business support party
services
Income from Tenneco Automotive Europe BV., Fellow 12.90 0.10% 9.79 0.08% 42.06 0.09% 40.83 0.07% 30.12 0.06%
Business support Belgium subsidiary
services
Income from Tenneco Automotive Operating Fellow 5.84 0.05% 5.52 0.04% 20.24 0.04% 19.74 0.04% 26.35 0.05%
Business support Company LLC (formerly, Tenneco subsidiary
services Automotive Operating Company
Inc., USA)
Income from Federal Mogul Motorparts LLC Fellow - 0.00% 0.64 0.01% 2.50 0.01% 1.89 0.00% - 0.00%
Business support subsidiary
services
Income from Total 22.72 0.18% 17.59 0.14% 73.07 0.15% 75.75 0.14% 75.25 0.16%
Business support
services
Technical support Driv Japan Ltd., Japan Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.72 0.00%
services subsidiary
Technical support Fric Rot S.A.I.C., Argentina Fellow - 0.00% - 0.00% - 0.00% - 0.00% 0.22 0.00%
services subsidiary
Technical Total - 0.00% - 0.00% - 0.00% - 0.00% 0.94 0.00%
support services

38
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Dividend Motocare India Private Limited Fellow - 0.00% 125.21 0.99% 294.19 0.60% 497.54 0.91% 431.88 0.89%
received subsidiary
Dividend Total - 0.00% 125.21 0.99% 294.19 0.60% 497.54 0.91% 431.88 0.89%
received
Interest received Federal-Mogul Motorparts India Fellow 248.78 1.94% - 0.00% - 0.00% - 0.00% - 0.00%
Limited subsidiary
Interest received Total Fellow 248.78 1.94% - 0.00% - 0.00% - 0.00% - 0.00%
subsidiary
Remuneration to Gangasagar Neminath Hemade Director 3.42 0.03% 19.64 0.15% 48.94 0.10% 27.25 0.05% 41.81 0.09%
KMP (upto May 15, 2025)

Remuneration to Rishi Verma (upto May 15, 2025) Managing 2.99 0.02% 15.07 0.12% 54.72 0.11% 22.02 0.04% 16.25 0.03%
KMP Director

Remuneration to Priya Dekate (from 29 September Company - 0.00% 0.15 0.00% 0.62 0.00% 0.54 0.00% 0.24 0.00%
KMP 2022; and upto May 05, 2025) Secretary

Remuneration to Nadella Phani Kishor Rao (upto Director 1.44 0.01% 4.72 0.04% 13.85 0.03% 10.27 0.02% 7.55 0.02%
KMP May 15, 2025)

Remuneration to Digambar Jagannath Parkhi (upto Director 1.45 0.01% 6.50 0.05% 18.21 0.04% 13.64 0.02% 10.07 0.02%
KMP May 15, 2025)

Remuneration to Arvind Chandrasekharan (w.e.f. CEO and 33.07 0.26% 0.00% 0.00% 0.00% 0.00%
KMP May 05, 2025) Whole time - - - -
Director
Remuneration to Mahender Chhabra (w.e.f. June 05, Chief 1.65 0.01% 0.00% 0.00% 0.00% 0.00%
KMP 2025) Financial - - - -
Officer
Remuneration to Garima Sharma (w.e.f. May 05, Company 0.80 0.01% 0.00% 0.00% 0.00% 0.00%
KMP 2025 till July 31, 2025) Secretary - - - -

39
Nature of Three months period Three months period Financial year ended
relationship ended June 30, 2025 ended June 30, 2024 2025 2024 2023
Nature of /
Name of the related party Amount % of Amount % of Amount % of Amount % of Amount % of
transaction Designation
Revenue Revenue Revenue Revenue Revenue
from from from from from
Operations Operations Operations Operations Operations
Remuneration to Total 44.82 0.35% 46.08 0.36% 136.34 0.28% 73.72 0.13% 75.92 0.16%
KMP

Director’s Jaidit Singh Brar (w.e.f. May 05, 2025) Independent 1.20 0.01% 0 0.00% 0 0.00% 0 0.00% 0.00%
Sitting fees Director -

Director’s Gopika Pant (w.e.f. May 05, 2025) Independent 0.80 0.01% 0 0.00% 0 0.00% 0 0.00% 0.00%
Sitting fees Director -

Director’s Niranjan Kumar Gupta (w.e.f. May 05, Independent 1.00 0.01% 0 0.00% 0 0.00% 0 0.00% 0.00%
Sitting fees 2025) Director -

Director’s Total 3.00 0.02% 0 0.00% 0 0.00% 0 0.00% - 0.00%


Sitting fees

Nature of Three months period Three months Fiscal


Nature of Related relationship ended June 30, 2025 period ended June 2025 2024 2023
Party Transaction/ / 30, 2024
Name of related parties
Nature of Designation Amount % of Amount % of Amount % of Amount % of Amount % of
outstanding Total Total Total Total Total
Assets Assets Assets Assets Assets
Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% (330.00) (1.36)%
Loans repaid / (taken) Federal-Mogul Goetze (India)
during the year Limited
Loans repaid / Total - 0.00% - 0.00% - 0.00% - 0.00% (330.00) -(1.36)%
(taken) during the
year
Purchase of capital Tenneco GmbH Fellow subsidiary - 0.00% - 0.00% - 0.00% 1.21 0.01% - 0.00%
goods
Purchase of capital Tenneco Walker (U.K.) Ltd Fellow subsidiary - 0.00% - 0.00% - 0.00% 1.53 0.01% 9.65 0.04%
goods

40
Nature of Three months period Three months Fiscal
Nature of Related relationship ended June 30, 2025 period ended June 2025 2024 2023
Party Transaction/ / 30, 2024
Name of related parties
Nature of Designation Amount % of Amount % of Amount % of Amount % of Amount % of
outstanding Total Total Total Total Total
Assets Assets Assets Assets Assets
Purchase of capital Tenneco Automotive Portugal – Fellow subsidiary - 0.00% - 0.00% - 0.00% 2.24 0.01% - 0.00%
goods Componentes para Automóvel
Unipessoal, Lda.
Purchase of capital Tenneco Japan Ltd Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 2.75 0.01%
goods
Purchase of capital Tenneco Emission Control (PTY) Fellow subsidiary - 0.00% - 0.00% - 0.00% 2.69 0.01% 3.83 0.02%
goods Ltd
Purchase of capital Tenneco LLC Controlling - 0.00% 0.08 0.00% 2.59 0.01% 4.40 0.02% 4.85 0.02%
goods party
Purchase of capital Federal-Mogul Wiesbaden Fellow subsidiary - 0.00% - 0.00% - 0.00% 1.00 0.00% - 0.00%
goods GmbH, Germany
Purchase of capital Federal-Mogul Powertrain LLC Fellow subsidiary - 0.00% - 0.00% - 0.00% 1.06 0.00% - 0.00%
goods
Purchase of capital Tenneco Automotive Europe BV., Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 0.41 0.00%
goods Belgium
Purchase of capital Advanced Suspension Fellow subsidiary - 0.00% - 0.00% - 0.00% 7.29 0.03% 11.32 0.05%
goods Technology LLC ( formerly,
DriV Automotive Inc.)
Purchase of capital Tenneco Automotive Eastern Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 1.83 0.01%
goods Europe Sp z. o. o.
Purchase of capital Monroe Australia Pty Ltd Fellow subsidiary - 0.00% - 0.00% - 0.00% 11.60 0.05% - 0.00%
goods
Purchase of capital Federal-Mogul Goetze (India) Fellow subsidiary - 0.00% - 0.00% 13.68 0.05% - 0.00% - 0.00%
goods Limited
Purchase of capital Federal Mogul Yura (Qingdao) Fellow subsidiary - 0.00% - 0.00% 1.26 0.00% - 0.00% - 0.00%
goods Ignition Co., Ltd
Purchase of capital Federal Mogul Ignition GmbH Fellow subsidiary 0.40 0.00% - 0.00% 1.48 0.01% - 0.00% - 0.00%
goods
Purchase of capital Federal-Mogul Ignition LLC Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 16.08 0.07%
goods
Purchase of capital Total 0.40 0.00% 0.08 0.00% 19.01 0.07% 33.02 0.15% 50.72 0.21%
goods
Trade Payables Tenneco Automotive Operating Fellow subsidiary 332.68 1.14% 470.04 2.24% 232.18 0.82% 1,160.50 5.43% 457.47 1.88%
Company LLC (formerly,
Tenneco Automotive Operating
Company Inc., USA)

41
Nature of Three months period Three months Fiscal
Nature of Related relationship ended June 30, 2025 period ended June 2025 2024 2023
Party Transaction/ / 30, 2024
Name of related parties
Nature of Designation Amount % of Amount % of Amount % of Amount % of Amount % of
outstanding Total Total Total Total Total
Assets Assets Assets Assets Assets
Trade Payables Monroe Czechia S.R.O., Czech Fellow subsidiary 0.21 0.00% 0.18 0.00% 0.01 0.00% 0.18 0.00% 1.35 0.01%
Republic
Trade Payables Tenneco GmbH Fellow subsidiary 0.23 0.00% 7.15 0.03% 0.20 0.00% 4.70 0.02% 55.55 0.23%
Trade Payables Tenneco Japan Ltd Fellow subsidiary - 0.00% 0.05 0.00% - 0.00% 0.05 0.00% 0.17 0.00%
Trade Payables Shanghai Tenneco Exhaust Fellow subsidiary 0.00% 0.00% 0.00% 0.00% 0.00%
System Co. Ltd, China - 0.28 - - -
Trade Payables Walker Exhaust (Thailand) Co., Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 0.06 0.00%
Ltd., Thailand
Trade Payables Tenneco Automotive Polska Sp. Fellow subsidiary 7.45 0.03% 13.02 0.06% 4.00 0.01% 11.10 0.05% 11.57 0.05%
Zoo
Trade Payables Tenneco Emission Control (PTY) Fellow subsidiary - 0.00% 2.73 0.01% - 0.00% 2.69 0.01% - 0.00%
Ltd
Trade Payables Tenneco (Suzhou) Co., Ltd., Fellow subsidiary 0.54 0.00% 0.52 0.00% 0.32 0.00% 0.10 0.00% 0.22 0.00%
China
Trade Payables Tenneco Silesia SP. Z.O.O Fellow subsidiary 4.97 0.02% 14.70 0.07% 2.61 0.01% 7.94 0.04% 17.20 0.07%
Trade Payables Federal-Mogul Goetze (India) Fellow subsidiary 16.53 0.06% 1.55 0.01% 3.66 0.01% 5.54 0.03% 5.01 0.02%
Limited
Trade Payables Tenneco (Suzhou) Emission Fellow subsidiary 8.75 0.03% 10.67 0.05% - 0.00% 3.14 0.01% - 0.00%
System Co., Ltd., China
Trade Payables Tenneco Industria de Autopecas Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 0.01 0.00%
Ltda, Brazil
Trade Payable Tenneco (Beijing) Ride Control Fellow subsidiary 0.25 0.00% 0.00% 0.00% 0.00% 0.00%
System Co., Ltd., China - - -
Trade Payables Tenneco Zwickau GmbH Fellow subsidiary 0.52 0.00% - 0.00% - 0.00% - 0.00% 0.32 0.00%
Trade Payables Tenneco Automotive U.K. Ltd Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 9.85 0.04%
Trade Payables Federal Mogul Yura (Qingdao) Fellow subsidiary 14.34 0.05% 11.67 0.06% 17.39 0.06% 7.30 0.03% 13.19 0.05%
Ignition Co., Ltd
Trade Payables Federal Mogul Holding Fellow subsidiary - 0.00% 15.73 0.08% 70.52 0.25% 14.86 0.07% - 0.00%
Deutschland GmbH
Trade Payables Federal-Mogul de Mexico S. de Fellow subsidiary 4.61 0.02% 15.94 0.08% 11.61 0.04% 16.63 0.08% 7.51 0.03%
RL de CV
Trade Payables Federal - Mogul Italy S.r.l Fellow subsidiary 17.77 0.06% 0.83 0.00% 8.38 0.03% 9.54 0.04% 2.05 0.01%
Trade Payables Federal Mogul Ignition Products Fellow subsidiary - 0.00% - 0.00% 0.08 0.00% - 0.00% - 0.00%
SAS
Trade Payables Federal-Mogul Powertrain LLC Fellow subsidiary 180.89 0.62% 103.12 0.49% 79.73 0.28% 84.54 0.40% 14.83 0.06%
Trade Payables Federal Mogul Ignition GmbH Fellow subsidiary 1.91 0.01% - 0.00% 1.48 0.01% 0.04 0.00% 0.53 0.00%

42
Nature of Three months period Three months Fiscal
Nature of Related relationship ended June 30, 2025 period ended June 2025 2024 2023
Party Transaction/ / 30, 2024
Name of related parties
Nature of Designation Amount % of Amount % of Amount % of Amount % of Amount % of
outstanding Total Total Total Total Total
Assets Assets Assets Assets Assets
Trade Payables Federal-Mogul Sealing System Fellow subsidiary 0.14 0.00% - 0.00% 0.14 0.00% - 0.00% 0.45 0.00%
(Nanchang) Co., Ltd., China
Trade Payables Federal-Mogul Powertrain Italy Fellow subsidiary 16.85 0.06% 10.52 0.05% 30.31 0.11% 10.29 0.05% 1.97 0.01%
Srl
Trade Payables Federal-Mogul Sealing Systems Fellow subsidiary 8.06 0.03% 2.93 0.01% 8.57 0.03% - 0.00% 1.03 0.00%
GmbH
Trade Payables Tenneco LLC Controlling 10.10 0.03% 24.32 0.12% 29.25 0.10% 31.63 0.15% 13.19 0.05%
party

Trade Payables Federal-Mogul Bimet, S.A Fellow subsidiary 56.96 0.20% - 0.00% (0.15) 0.00% (2.52) (0.01)% 13.93 0.06%
Trade Payables Federal-Mogul Operations France Fellow subsidiary 1.21 0.00% 1.90 0.01% 1.11 0.00% 2.32 0.01% 1.17 0.00%
S.A.S
Trade Payables Federal-Mogul Wiesbaden Fellow subsidiary 4.08 0.01% 9.18 0.04% (38.32) (0.14)% 14.19 0.07% 5.61 0.02%
GmbH, Germany
Trade Payables Federal-Mogul of South Africa Fellow subsidiary - 0.00% - 0.00% - 0.00% (15.13) (0.07)% - 0.00%
(Propriety) Limited
Trade Payables Tenneco Sistemas Automotivos Fellow subsidiary 0.00% 0.36 0.00% (0.35) 0.00% (3.76) (0.02)% 0.31 0.00%
LTDA -
Trade Payables Federal-Mogul Sejong Co., Ltd Fellow subsidiary 129.21 0.44% 51.39 0.25% 133.78 0.47% 79.90 0.37% 48.63 0.20%
Trade Payables Federal-Mogul Shanghai Fellow subsidiary 61.27 0.21% 73.00 0.35% 142.47 0.50% 114.40 0.54% 56.60 0.23%
Compound Material Co., Ltd
Trade Payables Tenneco Automotive Europe BV., Fellow subsidiary 36.87 0.13% 3.92 0.02% 34.09 0.12% 28.96 0.14% 19.27 0.08%
Belgium
Trade Payables Advanced Suspension Fellow subsidiary 2.01 0.01% 2.58 0.01% 2.31 0.01% 1.73 0.01% 2.90 0.01%
Technology LLC (formerly, DriV
Automotive Inc.)
Trade Payables Tenneco Automotive Eastern Fellow subsidiary 2.24 0.01% 3.02 0.01% 2.01 0.01% 0.99 0.00% - 0.00%
Europe Sp z. o. o.
Trade Payables Tenneco Ride Control South Fellow subsidiary 0.76 0.00% 0.30 0.00% 0.81 0.00% 0.87 0.00% 0.56 0.00%
Africa (PTY) Ltd., South Africa
Trade Payables Driv Japan Ltd., Japan Fellow subsidiary 1.38 0.00% 2.59 0.01% 0.61 0.00% 2.13 0.01% 2.28 0.01%
Trade Payables Tenneco Automotive Brazil Ltd Fellow subsidiary 0.50 0.00% 0.69 0.00% 0.36 0.00% 0.96 0.00% 0.53 0.00%
Trade Payables Tenneco Korea Ltd, South Korea Fellow subsidiary - 0.00% 0.49 0.00% - 0.00% 0.54 0.00% 0.53 0.00%
Trade Payables Tenneco (Changzhou) Ride Fellow subsidiary 1.16 0.00% 0.01 0.00% 1.20 0.00% 0.10 0.00% - 0.00%
Control System Co., Ltd., China

43
Nature of Three months period Three months Fiscal
Nature of Related relationship ended June 30, 2025 period ended June 2025 2024 2023
Party Transaction/ / 30, 2024
Name of related parties
Nature of Designation Amount % of Amount % of Amount % of Amount % of Amount % of
outstanding Total Total Total Total Total
Assets Assets Assets Assets Assets
Trade Payables Tenneco (Suzhou) Ride Control Fellow subsidiary 0.02 0.00% 0.06 0.00% 0.02 0.00% - 0.00% 1.87 0.01%
Co., Ltd. China
Trade Payables Federal Mogul Coventry Limited, Fellow subsidiary - 0.00% 0.27 0.00% 0.52 0.00% 0.52 0.00% 0.13 0.00%
UK
Trade Payables The Pullman Company LLC Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 5.59 0.02%
(formerly, The Pullman
Company)
Trade Payables Tenneco Mauritius Holdings Immediate - 0.00% - 0.00% 42.20 0.15% - 0.00% - 0.00%
Limited Parent
company
Trade Payables Tenneco Mauritius Limited Fellow subsidiary - 0.00% - 0.00% 3.27 0.01% - 0.00% - 0.00%
Trade Payables Federal Mogul Motorparts LLC Fellow subsidiary 1.07 0.00% - 1.33 0.00% - 0.00% - 0.00%
-
Trade Payables Federal-Mogul Ignition LLC Fellow subsidiary 166.88 0.57% 78.34 0.37% 146.92 0.52% 99.99 0.47% 134.35 0.55%
Trade Payables Total 1,092.42 3.74% 934.05 4.46% 974.63 3.44% 1,696.96 7.94% 907.78 3.74%
Trade Receivables Tenneco Automotive Operating Fellow subsidiary 170.58 0.58% 36.25 0.17% 105.91 0.37% 18.98 0.09% 32.36 0.13%
Company LLC (formerly,
Tenneco Automotive Operating
Company Inc., USA)
Trade Receivables Tenneco (Suzhou) Emission Fellow subsidiary 15.52 0.05% 11.32 0.05% 13.92 0.05% 34.09 0.16% 13.41 0.06%
System Co., Ltd., China
Trade Receivables Tenneco GmbH Fellow subsidiary 3.33 0.01% 4.91 0.02% 1.55 0.01% 1.57 0.01% 0.12 0.00%
Trade Receivables Tenneco Japan Ltd Fellow subsidiary - 0.00% 1.21 0.01% 17.95 0.06% 2.24 0.01% 37.36 0.15%
Trade Receivables Tenneco Automotive Polska Sp. Fellow subsidiary - 0.00% 0.04 0.00% - 0.00% - 0.00% 0.16 0.00%
Zoo
Trade Receivables Tenneco Industria de Autopecas Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 75.26 0.31%
Ltda, Brazil
Trade Receivables Shanghai Tenneco Exhaust Fellow subsidiary 9.43 0.03% 6.22 0.03% 8.24 0.03% 16.83 0.08% 9.06 0.04%
System Co., China
Trade Receivables Federal-Mogul Sealing Systems Fellow subsidiary 1.68 0.01% 0.11 0.00% 1.18 0.00% 0.24 0.00% 5.81 0.02%
GmbH
Trade Receivables Federal-Mogul Goetze (India) Fellow subsidiary 2.28 0.01% 8.53 0.04% 5.41 0.02% 0.89 0.00% 4.38 0.02%
Limited
Trade Receivables Federal-Mogul Powertrain LLC Fellow subsidiary 141.77 0.49% 9.83 0.05% 213.55 0.75% 3.89 0.02% 34.40 0.14%
Trade Receivables Federal Mogul Global Fellow subsidiary 15.03 0.05% 16.04 0.08% 19.95 0.07% 15.42 0.07% 6.03 0.02%
Aftermarket EMEA BV

44
Nature of Three months period Three months Fiscal
Nature of Related relationship ended June 30, 2025 period ended June 2025 2024 2023
Party Transaction/ / 30, 2024
Name of related parties
Nature of Designation Amount % of Amount % of Amount % of Amount % of Amount % of
outstanding Total Total Total Total Total
Assets Assets Assets Assets Assets
Trade Receivables Yura Federal Mogul Sejong Fellow subsidiary - 0.00% - 0.00% - 0.00% 0.00% 0.04 0.00%
Ignition Limited Liability 0.04
Company
Trade Receivables Federal Mogul Motorparts LLC Fellow subsidiary 3.34 0.01% 8.69 0.04% 2.36 0.01% 7.73 0.04% 4.34 0.02%
Trade Receivables Federal Mogul Yura (Qingdao) Fellow subsidiary - 0.00% 0.07 0.00% - - 0.07 0.00% 0.07 0.00%
Ignition Co., Ltd
Trade Receivables Federal Mogul Holding Fellow subsidiary - 0.00% 7.82 0.04% 7.82 0.03% 7.82 0.04% 5.57 0.02%
Deutschland GmbH
Trade Receivables Motocare India Private Limited Fellow subsidiary 439.05 1.50% 252.63 1.21% 331.66 1.17% 288.68 1.35% 98.21 0.40%
Trade Receivables Federal Mogul Ignition GmbH - - - - - - - 0.05 0.00% - 0.00%
Trade Receivables Advanced Suspension Fellow subsidiary 9.94 0.03% 11.18 0.05% 4.64 0.02% 5.91 0.03% 37.99 0.16%
Technology LLC (formerly, DriV
Automotive Inc.)
Trade Receivables Federal-Mogul (China) Co., Ltd Fellow subsidiary 1.28 0.00% 0.43 0.00% 0.93 0.00% 0.79 0.00% 0.39 0.00%
Trade Receivables Federal-Mogul Powertrain Fellow subsidiary - - 0.23 0.00% - 0.00% 0.23 0.00% 0.23 0.00%
Solutions India Private Limited
Trade Receivables Tenneco LLC Controlling 5.44 0.02% 12.01 0.06% 13.46 0.05% 11.97 0.06% 18.05 0.07%
party

Trade Receivables Tenneco Automotive Europe BV., Fellow subsidiary 24.33 0.08% 19.37 0.09% 24.48 0.09% 30.98 0.15% 19.50 0.08%
Belgium
Trade Receivables Tenneco Automotive Trading Fellow subsidiary - 0.00% - 0.00% - 0.00% - 0.00% 1.77 0.01%
Company LLC (formerly known
as Tenneco Automotive Trading
Company)
Trade Receivables Federal-Mogul Motorparts Fellow subsidiary 0.63 0.00% - 0.00% 0.63 0.00% - 0.00% - 0.00%
(Singapore) Pte. Ltd
Trade Receivables Tenneco Ride Control South Fellow subsidiary 0.08 0.00% 9.19 0.04% 0.35 0.00% 3.05 0.01% 8.82 0.04%
Africa (PTY) Ltd., South Africa
Trade Receivables Monroe Mexico S. de R. L de Fellow subsidiary - 0.00% - 0.00% 7.92 0.03% 9.07 0.04% 17.09 0.07%
C.V
Trade Receivables Driv Japan Ltd., Japan Fellow subsidiary 3.37 0.01% 30.96 0.15% 5.61 0.02% 28.42 0.13% 1.64 0.01%
Trade Receivables Tenneco Automotive Brasil Ltd., Fellow subsidiary 0.14 0.00% 2.95 0.01% 0.43 0.00% 7.41 0.03% 7.57 0.03%
Brazil
Trade Receivables Fric Rot S.A.I.C., Argentina Fellow subsidiary 6.52 0.02% 16.46 0.08% 12.21 0.04% 11.42 0.05% 2.45 0.01%

45
Nature of Three months period Three months Fiscal
Nature of Related relationship ended June 30, 2025 period ended June 2025 2024 2023
Party Transaction/ / 30, 2024
Name of related parties
Nature of Designation Amount % of Amount % of Amount % of Amount % of Amount % of
outstanding Total Total Total Total Total
Assets Assets Assets Assets Assets
Trade Receivables Tenneco Automotive Eastern Fellow subsidiary 0.02 0.00% 0.13 0.00% 0.06 0.00% 0.09 0.00% 0.20 0.00%
Europe Sp z. o. o.
Trade Receivables Federal-Mogul of South Africa Fellow subsidiary 13.96 0.05% 25.79 0.12% 8.69 0.03% - 0.00% - 0.00%
(Propriety) Limited
Trade Receivables Tenneco Zwickau GmbH Fellow subsidiary 17.66 0.06% - 0.00% 15.02 0.05% - 0.00% - 0.00%
Trade Receivables Federal-Mogul Ignition LLC Fellow subsidiary 44.22 0.15% 10.82 0.05% 22.46 0.08% 22.36 0.10% 10.39 0.04%
Trade Receivables Tenneco Sistemas Automotivos Fellow subsidiary 51.11 0.18% 68.09 0.32% 127.36 0.45% 33.67 0.16% - 0.00%
LTDA
Trade Receivables Federal-Mogul Bimet, S.A Fellow subsidiary 60.99 0.21% 0.04% - 0.00% - 0.00% - 0.00%
9.17
Trade Receivables Federal-Mogul Sejong Co., Ltd Fellow subsidiary 6.33 0.02% - 0.00% - 0.00% - 0.00% - 0.00%
Trade Receivables Servicios Administrativos Fellow subsidiary 2.47 0.01% - 0.00% - 0.00% - 0.00% - 0.00%
Industriales, S. de R. L de C.V
Trade Receivables The Pullman Company LLC Fellow subsidiary 2.72 0.01% - 0.00% - 0.00% - 0.00% - 0.00%
(formerly, The Pullman
Company)
Trade Receivables Tenneco Korea Ltd, South Korea Fellow subsidiary - 0.00% 0.09 0.00% - 0.00% - 0.00% - 0.00%
Trade Receivables Total 1,053.22 3.61% 580.54 2.77% 973.75 3.44% 563.91 2.64% 452.67 1.86%
Advance received Tenneco Automotive Operating Fellow subsidiary - 0.00% - 0.00% - - 0.10 0.00% - 0.00%
Company LLC (formerly,
Tenneco Automotive Operating
Company Inc., USA)
Advance received Federal-Mogul Investment BV Fellow subsidiary - 0.00% - 0.00% 1.13 0.00% - 0.00% - 0.00%
Advance received Federal-Mogul Pty Ltd Fellow subsidiary - 0.00% - 0.00% 8.82 0.03% - 0.00% - 0.00%
Advance received Tenneco LLC Controlling - 0.00% - 0.00% 2.24 0.01% - 0.00% - 0.00%
party

Advance received Federal Mogul Motorparts LLC Fellow subsidiary - 0.00% - 0.00% 0.16 0.00% - 0.00% - 0.00%
Advance received Total - 0.00% - 0.00% 12.35 0.04% 0.10 0.00% - 0.00%
Advance paid Monroe Czechia S.R.O., Czech Fellow subsidiary - 0.00% - - - - - - 0.04 0.00%
Republic
Advance paid Tenneco (Suzhou) Emission Fellow subsidiary - 0.00% - 0.00% - - - - 0.05 0.00%
System Co., Ltd., China
Advance paid Shanghai Tenneco Exhaust Fellow subsidiary 0.13 0.00% - 0.00% 0.11 0.00% 0.11 0.00% 0.20 0.00%
System Co., China
Advance paid Tenneco GmbH Fellow subsidiary - 0.00% - 0.00% - 0.00% 0.43 0.00% - 0.00%

46
Nature of Three months period Three months Fiscal
Nature of Related relationship ended June 30, 2025 period ended June 2025 2024 2023
Party Transaction/ / 30, 2024
Name of related parties
Nature of Designation Amount % of Amount % of Amount % of Amount % of Amount % of
outstanding Total Total Total Total Total
Assets Assets Assets Assets Assets
Advance paid Tenneco Automotive Operating Fellow subsidiary - 0.00% - 0.00% 41.01 0.14% - 0.00% - 0.00%
Company LLC (formerly,
Tenneco Automotive Operating
Company Inc., USA)
Advance paid Federal Mogul Motorparts LLC Fellow subsidiary - 0.00% 0.97 0.00% - 0.00% - 0.00% 0.00%
Advance paid Total 0.13 0.00% 0.97 0.00% 41.12 0.15% 0.54 0.00% 0.29 0.00%
Other receivables Advanced Suspension Fellow subsidiary - 0.00% 9.80 0.05% 10.51 0.04% 9.02 0.04% 4.62 0.02%
Technology LLC ( formerly,
DriV Automotive Inc.)
Other receivables Federal-Mogul Powertrain LLC Fellow subsidiary 20.49 0.07% 20.44 0.10% 9.00 0.03% 16.20 0.08% 11.07 0.05%
Other receivables Federal Mogul Ignition GmbH Fellow subsidiary - 0.00% - 0.00% - 0.00% 1.40 0.01% - 0.00%
Other receivables Federal Mogul Goetze (India) Fellow subsidiary 2.81 0.01% - 0.00% - 0.00% 12.69 0.06% 8.27 0.03%
Limited
Other receivables Federal-Mogul Motorparts India Fellow subsidiary 8,570.16 29.36% 2,559.03* 12.21% 8,293.51 29.29% 2,559.03* 11.98% 2,559.03* 10.53%
Limited
Other receivables Tenneco LLC Controlling party 1.93 0.01% - 0.00% - 0.00% - 0.00% - 0.00%
Other receivables Tenneco Mauritius Holdings Fellow subsidiary 491.03 1.68% - 0.00% - 0.00% - 0.00% - 0.00%
Limited, Mauritius
Other receivables Tenneco Mauritius Limited Fellow subsidiary 2.74 0.01% - 0.00% - 0.00% - 0.00% - 0.00%
Other receivables Federal-Mogul Investment B V Fellow subsidiary 2.57 0.01% - 0.00% - 0.00% - 0.00% - 0.00%
Other receivables Federal-Mogul Pty Ltd Fellow subsidiary 3.50 0.01% - 0.00% - 0.00% - 0.00% - 0.00%
Other receivables Total 9,095.23 31.16% 2,589.27 12.36% 8,313.02 29.36% 2,598.34 12.16% 2,582.99 10.63%
Capital creditors Tenneco Automotive Europe BV., Fellow subsidiary - 0.00% - 0.00% - 0.00% 0.31 0.00% - -
Belgium
Capital creditors Tenneco Automotive Eastern Fellow subsidiary - 0.00% - 0.00% - 0.00% 1.83 0.01% 2.14 0.01%
Europe Sp z. o. o.
Capital creditors Advanced Suspension Fellow subsidiary - 0.00% - 0.00% - 0.00% 0.47 0.00% 11.32 0.05%
Technology LLC ( formerly,
DriV Automotive Inc.)
Capital creditors Total - 0.00% - 0.00% - 0.00% 2.61 0.01% 13.46 0.06%
Loss allowance for Loss Allowance Controlling Party/ 11.67 0.04% 24.78 0.12% 10.92 0.04% 12.10 0.06% 1.02 0.00%
trade receivables Fellow subsidiary
Loss allowance for Total 11.67 0.04% 24.78 0.12% 10.92 0.04% 12.10 0.06% 1.02 0.00%
trade receivables

47
*For Fiscal 2023, Fiscal 2024 and three months period ended June 30, 2024, the amounts reported under “Other receivables”
represents the carrying value of our investment in Motocare India Private Limited (held till March, 2025) through one of our
subsidiaries TAIPL. This entity, as a part of a reorganization, was not acquired by the Company, and hence, in the Restated
Consolidated Financial Information of our Company, the carrying value was reflected as " Other receivables".

During Fiscal 2025, TAIPL transferred its entire shareholding in Motocare India Private Limited to a member of our Promoter
Group, Federal-Mogul Motorparts India Limited (fellow subsidiary), for a consideration of ₹ 8,293.51 million. As the sale
consideration was to be settled over a period of upto 2 years with applicable interest; the sale consideration with applicable
interest was reflected in ‘Other receivables’ in Fiscal 2025 and three months period ended June 30, 2025.

The Company has reflected the impact of Motocare transfer from the date of opening balance sheet of earliest period presented
while preparing the Restated Consolidated Financial Information as at and for the year ended March 31, 2025 as per
applicable accounting treatment for Business Combination under Common Control.

For details of the related party transactions and the related party transaction eliminated on consolidation, as per
the requirements under Ind AS 24 ‘Related Party Disclosures’ read with the SEBI ICDR Regulations for the three
months period ended June 30, 2025 and June 30, 2024 and for the financial years ended March 31, 2025, March
31, 2024 and March 31, 2023, see “Restated Consolidated Financial Information – Note 28 – Related Party
Disclosures” on page 446.

Financing Arrangements

There have been no financing arrangements whereby our Promoters, members of our Promoter Group, directors
of our Promoters, our Directors and their relatives (as defined under Companies Act) have financed the purchase
by any other person of securities of our Company during a period of six months immediately preceding the date
of the Draft Red Herring Prospectus and this Red Herring Prospectus.

Details of price at which specified securities were acquired by our Promoters, members of the Promoter
Group, Promoter Selling Shareholder and Shareholders with the right to nominate Directors or any other
special rights in the three years preceding the date of this Red Herring Prospectus

Except as disclosed below, none of our Promoters, members of our Promoter Group, and Promoter Selling
Shareholder, have acquired any Equity Shares in the three years immediately preceding the date of this Red
Herring Prospectus. As on the date of this Red Herring Prospectus, there are no Shareholders with right to
nominate directors or any other special rights in our Company.

Name of the Number of Equity Date of acquisition Cost of acquisition Mode of acquisition
shareholder/acquirer Shares acquired of of Equity Shares per Equity Share
face value ₹10 (in ₹)(2)
each(2)
Tenneco Mauritius 146,123,690 March 26, 2025 288.85 Other than cash
Holdings Limited.(1)
Tenneco (Mauritius) 11,330,396 March 26, 2025 288.85 Other than cash
Limited
Federal-Mogul 10,607,654 March 26, 2025 288.85 Other than cash
Investments B.V.
Federal-Mogul Pty Ltd 14,478,794 March 26, 2025 288.85 Other than cash

Tenneco LLC 6,974,946 March 26, 2025 288.85 Other than cash
*As certified by B.B. & Associates, Chartered Accountants (FRN No. 023670N), by way of certificate dated November 5, 2025
(1)
Also the Promoter Selling Shareholder.
(2)
These Equity Shares were acquired pursuant to share swap agreements, each dated March 25, 2025, wherein our Company acquired
the shareholding in the Subsidiaries pursuant to which 189,515,480 Equity Shares of face value of ₹ 10 each were allotted to the above-
mentioned entities. For details, see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments
of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.

Weighted average price at which specified securities were acquired by our Promoters and the Promoter
Selling Shareholder in the one year preceding the date of this Red Herring Prospectus

Except as disclosed below, our Promoters and the Promoter Selling Shareholder, have not acquired any Equity
Shares in the one year immediately preceding the date of this Red Herring Prospectus:

48
Name of the shareholder Number of Equity Shares Weighted average price per
acquired of face value ₹10 each(2) Equity Share (in ₹)(2)
Tenneco Mauritius Holdings Limited(1) 146,123,690 288.85
Tenneco (Mauritius) Limited 11,330,396 288.85
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
*As certified by B.B. & Associates, Chartered Accountants (FRN No. 023670N), by way of certificate dated November 5, 2025
(1)
Also the Promoter Selling Shareholder.
(2)
These Equity Shares were acquired pursuant to share swap agreements, each dated March 25, 2025, wherein our Company acquired the
shareholding in the Subsidiaries pursuant to which 189,515,480 Equity Shares of face value of ₹ 10 each were allotted to the above-mentioned
entities. For details, see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.

Average cost of acquisition of Equity Shares held by our Promoters and the Promoter Selling Shareholder

The average cost of acquisition per Equity Share held by our Promoters and Promoter Selling Shareholder, as on
the date of this Red Herring Prospectus, is as set forth below:

Name of Promoter Number of Equity Shares of Average cost of acquisition per Equity
face value ₹10 each Share (in ₹)*
Tenneco Mauritius Holdings Limited(1) 333,725,530(2) 138.14
Tenneco (Mauritius) Limited 26,734,261 138.15
Federal-Mogul Investments B.V. 10,607,654(3) 288.85
Federal-Mogul Pty Ltd 14,478,794(3) 288.85
Tenneco LLC 6,974,946(3) 288.85
*
As certified by B.B. & Associates, Chartered Accountants (FRN No. 023670N), by way of their certificate dated November 5, 2025.
(1)
Also the Promoter Selling Shareholder.
(2)
This includes five Equity Shares of face value of ₹ 10 each of our Company held by Tenneco Mauritius Holdings Limited through its
nominees, as follows:
(a)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Investments B.V., Federal-Mogul Pty Ltd
and Tenneco LLC, Promoters of our Company; and
(b)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Vermogensverwaltungs GMBH and Federal-
Mogul Holdings, Ltd., members of our Promoter Group.
(3)
This excludes one Equity Share of face value of ₹ 10 each held as a nominee of Tenneco Mauritius Holdings Limited and such Equity
Share has been included in the aggregated number of Equity Shares held by Tenneco Mauritius Holdings Limited.

For further details, see “Capital Structure - History of build-up of Promoters shareholding in our Company” on
page 153.

Weighted average cost of acquisition of all shares transacted in the one year, 18 months and three years
preceding the date of this Red Herring Prospectus

The weighted average cost of acquisition of all Equity Shares transacted in one year, 18 months and three years
preceding the date of this Red Herring Prospectus is as set forth below:

Period Weighted average cost of Cap Price is ‘X’ times the Range of acquisition price
acquisition per Equity Share weighted average cost of per Equity Share: lowest
(in ₹)* acquisition(1) price - highest price
(in ₹)
Last one year 294.83 [●] 288.85-397.00
Last 18 months 294.83 [●] 288.85-397.00
Last three years 294.83 [●] 288.85-397.00
*
As certified by B.B. & Associates, Chartered Accountants (FRN No. 023670N), by way of their certificate dated November 5, 2025.
(1)
To be updated upon finalization of the Price Band.

Details of Pre-IPO Placement

Our Company is not contemplating a pre-IPO placement requiring issuance of Equity Shares.

49
Issue of Equity Shares for consideration other than cash in the last one year

Except as disclosed below, our Company has not issued any Equity Shares for consideration other than cash in
the one year preceding the date of this Red Herring Prospectus.

Date of Reason for / Name(s) of Number of Face Issue price Nature of


allotment nature of allottee(s) and Equity Shares value per Equity consideration
allotment details of allotted per Share
Equity Shares Equity (₹)
allotted per Share
allottee (₹)
March 26, Private Federal-Mogul 14,478,794 10 288.85 Other than
2025 placement(1) Pty Ltd cash(1)
March 26, Private Federal-Mogul 3,992,380 10 288.85 Other than
2025 placement(2) Investments B.V. cash(2)
March 26, Private 6,615,274 Equity 13,590,220 10 288.85 Other than
2025 placement(3) Shares allotted to cash(3)
Federal-Mogul
Investments B.V.
and 6,974,946
Equity Shares
allotted to
Tenneco LLC
March 26, Private 146,123,690 157,454,086 10 288.85 Other than
2025 placement(4) Equity Shares cash(4)
allotted to
Tenneco
Mauritius
Holdings Limited
and 11,330,396
Equity Shares
allotted to
Tenneco
(Mauritius)
Limited
(1)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Ignition Products India Limited and
Federal-Mogul Pty Ltd pursuant to which 14,478,794 Equity Shares of our Company of face value of ₹10 each were allotted to Federal-
Mogul Pty Ltd as consideration for acquiring 42,789,029 equity shares of face value ₹10 each of Federal-Mogul Ignition Products India
Limited. For details see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.
(2)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Sealings India Limited and Federal-
Mogul Investments B.V. pursuant to which 3,992,380 Equity Shares of our Company of face value of ₹10 each were allotted to Federal-
Mogul Investments B.V. as consideration for acquiring 7,491,712 equity shares of face value ₹1 each of Federal-Mogul Sealings India
Limited. For details see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.
(3)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Bearings India Limited, Federal-Mogul
Investments B.V. and Tenneco LLC (formerly known as Tenneco, Inc.), pursuant to which 13,590,220 Equity Shares of our Company of
face value of ₹10 each were allotted to Federal-Mogul Investments B.V. and Tenneco LLC (formerly known as Tenneco, Inc.) as
consideration for acquiring 8,721,086 equity shares of face value of ₹10 each of Federal-Mogul Bearings India Limited. For details see
“History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers,
amalgamations, any revaluation of assets, etc., since incorporation” on page 334.
(4)
Our Company entered into a share swap agreement dated March 25, 2025 with Tenneco Automotive India Private Limited, Tenneco
Mauritius Holdings Limited and Tenneco (Mauritius) Limited pursuant to which 157,454,086 Equity Shares of our Company of face value
of ₹10 each were allotted to Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited as consideration for acquiring
100,000 equity shares of face value of ₹10 each of Tenneco Automotive India Private Limited. For details see “History and Certain
Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations, any
revaluation of assets, etc., since incorporation” on page 334.

Split/consolidation of Equity Shares in the last one year

Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date
of this Red Herring Prospectus.

50
Exemption from complying with any provisions of securities laws, if any, granted by SEBI

Our Company has not sought for any exemptions from SEBI from complying with any provisions of securities
laws including the SEBI ICDR Regulations, as on the date of this Red Herring Prospectus.

51
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “Rupee(s)”, “Rs.” or “₹” or “INR” in this Red Herring Prospectus are to Indian Rupees, the
official currency of the Republic of India and references to “US$” or “U.S. Dollars” or “USD” in this Red Herring
Prospectus are to United States Dollars, the official currency of the United States of America. All References to
“GBP” or “British Pound” in this Red Herring Prospectus are to the Great Britain Pound, the official currency of
United Kingdom of Great Britain and Northern Island, to “EUR” in this Red Herring Prospectus are to the Euro,
the official currency of the Kingdom of the Netherlands, a member of the European Union. References to “ZAR”
in this Red Herring Prospectus are to the South African Rand, the official currency of the Republic of South
Africa, to “Chinese Yuan” in this Red Herring Prospectus are to the Chinese Yuan Renminbi, the official currency
of the People’s Republic of China, and references to the “South Korean Won” in this Red Herring Prospectus are
to the South Korean Won, the official currency of the Republic of Korea.

Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in Indian Standard Time
(“IST”). Unless indicated otherwise, all references to a year in this Red Herring Prospectus are to a calendar year.

Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the corresponding
page numbers of this Red Herring Prospectus.

Currency and Units of Presentation

All references to “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees, the official currency of the Republic of
India. All references to “US$” or “U.S. Dollars” or “USD” are to United States Dollars. References to “AUD” are
to the Australian Dollar, “MUR” are to the Mauritian Rupee, “EUR” are to the Euro, “GBP” or “British Pound”
are to the Great Britain Pound, “ZAR” are to the South African Rand, “Chinese Yuan” are to the Chinese Yuan
Renminbi and to the “South Korean Won” are to the South Korean Won.

Our Company has presented certain numerical information in this Red Herring Prospectus in ‘million’ units or in
whole numbers where the numbers have been too small to represent in such units. One million represents
1,000,000, one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000.

Exchange Rates

This Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as
a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.

Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts
into Rupee amounts, are as follows:
(in ₹ million)
Currency(1) Exchange rate as on*
June 30, 2025 June 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
USD 85.54 83.36 85.58 83.37 82.22
AUD 55.77 55.59 53.76 54.25 55.02
GBP 117.47 105.40 110.64 105.15 101.47
Chinese Yuan 11.91 11.47 11.77 11.53 11.94
EUR 100.45 89.29 92.60 89.93 89.34
South Korean Won 0.06 0.06 0.06 0.06 0.06
ZAR 4.79 4.57 4.63 4.41 4.57
(1)
Source: www.fbil.org.in and www.oanda.com
* In the event that any of the aforementioned date is a public holiday, the previous calendar day not being a public holiday has been considered.
The exchange rate is rounded off to two decimal places.

52
Financial and other data

Our Company’s Financial Year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references in this Red Herring Prospectus to a particular Financial Year or FY or Fiscal, unless stated otherwise,
are to the 12-month period ended on March 31 of that particular calendar year.

Unless stated otherwise or the context otherwise requires, the financial data and financial ratios in this Red Herring
Prospectus are derived from the Restated Consolidated Financial Information of our Company. Certain other
financial information pertaining to our Subsidiaries and Group Companies is derived from their respective audited
financial statements.

The Restated Consolidated Financial Information included in this Red Herring Prospectus under “Financial
Information” beginning on page 377 have been prepared basis the restated consolidated financial information of
our Company and our Subsidiaries (together, the “Group”). The Restated Consolidated Financial Information of
the Group comprises of the Restated Consolidated Statement of Assets and Liabilities as at June 30, 2025, June
30, 2024, March 31, 2025, 2024 and 2023, the Restated Consolidated Statement of Profit and Loss (including
Other Comprehensive Income), the Restated Consolidated Statement of Cash Flows and the Restated
Consolidated Statement of Changes in Equity for the three months period ended June 30, 2025 and June 30, 2024
and for the financial years ended March 31, 2025, 2024 and 2023 and a summary of material accounting policies
and other explanatory information (collectively, the “Restated Consolidated Financial Information”), prepared
in accordance with Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended; the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended; and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI), as amended (the “Guidance Note”) read with the general directions dated October
28, 2021 received from Securities and Exchange Board of India (SEBI). For further information, see “Restated
Consolidated Financial Information” beginning on page 377.

Until the financial year ended March 31, 2024, the Company did not have any subsidiary and hence it prepared a
set of standalone Ind AS financial statements for itself. In view of the proposed Offer, Tenneco LLC did a
reorganisation in which certain fellow subsidiaries of the Company (namely, Federal-Mogul Ignition Products
India Limited, Federal-Mogul Sealings India Limited, Federal-Mogul Bearings India Limited and Tenneco
Automotive India Private Limited (“TAIPL”)) became subsidiaries of the Company with effect from March 26,
2025 through a share swap arrangement wherein the Company acquired the shareholding in the Subsidiaries
through an issue of its Equity Shares. Prior to such reorganisation, TAIPL was owning DRiV business segment
through its wholly-owned subsidiary i.e. Motocare India Private Limited (“Motocare”) and the shareholding in
Motocare was transferred on March 24, 2025 (“Motocare Transfer”) before the reorganisation got effected to
Federal-Mogul Motorparts India Limited, a fellow subsidiary, as DRiV business segment was not meant to be
part of the reorganisation for the proposed Offer. This reorganisation is considered as a common control
transaction as required under Appendix C of Ind AS 103 (“Business Combinations”). As a result, as per Appendix
C of Ind AS 103, the Company prepared and presented consolidated financial statements including Federal-Mogul
Ignition Products India Limited, Federal-Mogul Sealings India Limited, Federal-Mogul Bearings India Limited
and Tenneco Automotive India Private Limited (standalone only) for the comparative period financial information
presented as part of restated consolidated financial information as at and for the three months period ended June
30, 20205 and the Financial Year ended March 31, 2025. Considering, Motocare was not acquired by the Company
as part of the reorganisation, the Restated Consolidated Financial Information of the Company does not include
the financial information of Motocare (DRiV business segment) for the comparative period presented.

There are significant differences between Ind AS, U.S. GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain
those differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is
urged that you consult your own advisors regarding such differences and their impact on our Company’s financial
data.

Prospective investors should consult their own professional advisers for an understanding of the differences
between these accounting principles and those with which they may be more familiar, and the impact on our
financial data. The degree to which the financial information included in this Red Herring Prospectus will provide
meaningful information is dependent on the reader’s level of familiarity with Indian accounting policies and
practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with
these accounting principles and regulations on our financial disclosures presented in this Red Herring Prospectus
would accordingly be limited. Also see “Risk Factors – External Risk Factors – Significant differences exist

53
between Ind AS used to prepare our financial information and other accounting principles, such as IFRS and
U.S. GAAP, with which investors may be more familiar” on page 121.

All figures, including financial information, in decimals (including percentages) have been rounded off to two
decimals. However, figures sourced from third-party industry sources may be expressed in denominations other
than millions or may be rounded off other than to two decimal points in the respective sources, and such figures
have been expressed in this Red Herring Prospectus in such denominations or rounded-off to such number of
decimal points as provided in such respective sources. In this Red Herring Prospectus, (i) the sum or percentage
change of certain numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row. Any
such discrepancies are due to rounding off.

Unless the context otherwise requires, any percentage, amounts, as set in “Summary of the Offer Document”,
“Risk Factors”, “Basis for Offer Price”, “Our Business” and “Management’s Discussion and Analysis of
Financial Conditions and Results of Operations” beginning on pages 18, 59, 165, 267, and 492, respectively and
elsewhere in this Red Herring Prospectus have been calculated on the basis of our Restated Consolidated Financial
Information unless otherwise stated.

Non-Generally Accepted Accounting Principles (Non-GAAP) Financial Measures

Certain non-GAAP financial measures included in this Red Herring Prospectus, for instance VAR, EBITDA,
EBITDA Margin (%) (Basis Revenue from Operations), EBITDA Margin (%) (Basis VAR), PAT Margin (%)
(Basis VAR), PAT Margin (%) (Basis Revenue from Operations), Adjusted PAT, Adjusted PAT Margin (%)
(Basis Revenue from Operations), Adjusted PAT Margin (%) (Basis VAR), FCF / EBITDA, ROCE, and ROE,
Adjusted ROE, Net Debt, Net Debt to Equity Ratio, Net Debt to EBITDA Ratio, Fixed Assets Turnover Ratio,
Net Working Capital and Net Working Capital Days (the “Non-GAAP Measures’’), are supplemental measures
of our performance and liquidity that are not required by, or presented in accordance with Ind AS, IFRS or U.S.
GAAP. These Non-GAAP Measures and other statistical and other information relating to operations and financial
performance should not be considered in isolation or construed as an alternative to cash flows, profit for the years/
period or any other measure of financial performance or as an indicator of our operating performance, liquidity,
profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind
AS, Indian GAAP, IFRS or U.S. GAAP. In addition, these Non-GAAP Measures and other statistical and other
information relating to operations and financial performance, are not standardised terms and may not be computed
on the basis of any standard methodology that is applicable across the industry and therefore, may not be
comparable to financial measures of similar nomenclature that may be computed and presented by other
companies and are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable to similarly titled measures presented by other companies. Further, they may have limited utility as a
comparative measure. For further details, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Non-GAAP Financial Measures” and “Risk Factors – Internal Risk Factors – This
Red Herring Prospectus contains certain non-GAAP financial measures and other statistical information
related to our operations and financial performance. These non-GAAP measures and statistical information
may vary from any standard methodology that is applicable across the industry, and therefore may not be
comparable with financial or statistical information of similar nomenclature computed and presented by other
companies” on pages 509 and 115, respectively.
Industry and Market Data

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources. The data used in these sources may have been re-classified
by us for the purposes of presentation. Data from these sources may also not be comparable. Accordingly, no
investment decision should be made solely on the basis of such information. The extent to which industry and
market data set forth in this Red Herring Prospectus is meaningful depends on the reader’s familiarity with and
understanding of the methodologies used in compiling such data. There are no standard data gathering
methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary
widely among different industry sources. Such data involves risks, uncertainties and numerous assumptions and
is subject to change based on various factors, including those disclosed in “Risk Factors – Internal Risk Factors
– This Red Herring Prospectus contains certain non-GAAP financial measures and other statistical
information related to our operations and financial performance. These non-GAAP measures and statistical
information may vary from any standard methodology that is applicable across the industry, and therefore may
not be comparable with financial or statistical information of similar nomenclature computed and presented
by other companies” on page 115.

54
Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or is
derived from the report titled, “Industry assessment for Clean Air systems, Ignition systems, Bearings, Sealings,
Shock Absorbers & Struts and Aftermarket for Ignition, Bearings, Sealings and Shock Absorbers & Struts”
dated October, 2025 (“CRISIL Report”) commissioned by and paid for by our Company, pursuant to an
engagement letter dated February 17, 2025. The CRISIL Report has been prepared and issued by CRISIL, for the
purpose of understanding the industry exclusively in connection with the Offer. Further, CRISIL, vide their
consent letter dated October 16, 2025, 2025 (“Letter”) has accorded their no objection and consent to use the
CRISIL Report. CRISIL, vide their Letter has also confirmed that they are an independent agency, and confirmed
that it is not related to our Company, Subsidiaries, Promoters, Promoter Group, Group Companies, Directors, Key
Managerial Personnel, Senior Management or the Book Running Lead Managers. The CRISIL Report is available
on the website of our Company at https://tennecoindia.com/industry-report/.

In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” beginning on page 165
includes information relating to our peer group companies, which has been derived from publicly available
sources, and accordingly no investment decision should be made solely on the basis of such information.

Notice to Prospective Investors in the United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is
a criminal offence in the United States. In making an investment decision, investors must rely on their own
examination of our Company and the terms of the Offer, including the merits and risks involved. The Equity
Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any other applicable law of the United States and, unless so registered,
may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.
Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons reasonably
believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred
to in this Red Herring Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer
to a category of institutional investor defined under applicable Indian regulations and referred to in this Red
Herring Prospectus as “QIBs”) in transactions exempt from or not subject to, the registration requirements of the
U.S. Securities Act and (b) outside the United States in offshore transactions as defined in and in compliance with
Regulation S and the applicable laws of the jurisdiction where those offers and sales are made. See “Other
Regulatory and Statutory Disclosures – Eligibility and Transfer Restrictions” on page 563.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction
except in compliance with the applicable laws of such jurisdiction.

Notice to Prospective Investors in the European Economic Area

This Red Herring Prospectus has been prepared on the basis that all offers of Equity Shares will be made pursuant
to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of Equity
Shares. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as applicable in the
Relevant Member State (each a “Relevant Member State”). Accordingly, any person making or intending to
make an offer within the European Economic Area (“EEA”) of Equity Shares which are the subject of the
placement contemplated in this Red Herring Prospectus should only do so in circumstances in which no obligation
arises for our Company, the Promoter Selling Shareholder or any of the BRLMs to produce a prospectus for such
offer. None of our Company, the Promoter Selling Shareholder and the BRLMs have authorised, nor do they
authorise, the making of any offer of Equity Shares through any financial intermediary, other than the offers made
by the Members of the Syndicate which constitute the final placement of Equity Shares contemplated in this Red
Herring Prospectus.
Information to Distributors (as defined below)
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID
II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract

55
or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Equity Shares have been subject to a product approval process, which
has determined that such Equity Shares are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the
MiFID II Product Governance Requirements) (“Distributors”) should note that: the price of the Equity Shares
may decline and investors could lose all or part of their investment; the Equity Shares offer no guaranteed income
and no capital protection; and an investment in the Equity Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market Assessment, the BRLMs will only procure
investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the Equity Shares. Each Distributor is
responsible for undertaking its own target market assessment in respect of the Equity Shares and determining
appropriate distribution channels.
Notice to Prospective Investors in the United Kingdom
This Red Herring Prospectus has been prepared on the basis that all offers of Equity shares will be made pursuant
to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of
Equity Shares. The expression “UK Prospectus Regulation” means Prospectus Regulation (EU) 2017/1129, as
it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Accordingly, any
person making or intending to make an offer within the United Kingdom of Equity Shares which are the subject
of the placement contemplated in this Red Herring Prospectus should only do so in circumstances in which no
obligation arises for our Company, the Promoter Selling Shareholder or any of the BRLMs to produce a prospectus
for such offer. None of our Company, the Promoter Selling Shareholder and the BRLMs have authorized, nor do
they authorize, the making of any offer of Equity Shares through any financial intermediary, other than the offers
made by the Members of the Syndicate which constitute the final placement of Equity Shares contemplated in this
Red Herring Prospectus.
Information to UK Distributors
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product
Intervention and Product Governance Sourcebook (“PROD”) (the “UK MiFIR Product Governance Rules”),
and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for
the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Equity Shares
have been subject to a product approval process, which has determined that such Equity Shares are: (i) compatible
with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; (b) eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”); and (c) retail clients
who do not meet the definition of professional client under (a) or eligible counterparty per (b); and (ii) eligible for
distribution through all distribution channels (the “Target Market Assessment”). Notwithstanding the Target
Market Assessment, distributors (for the purposes of the UK MiFIR Product Governance Rules) (“UK
Distributors”) should note that: the price of the Equity Shares may decline and investors could lose all or part of
their investment; the Equity Shares offer no guaranteed income and no capital protection; and an investment in
the Equity Shares is compatible only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Book Running Lead Managers
will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS 9A and COBS 10A respectively; or (b) a recommendation to any

56
investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the
Equity Shares. Each UK Distributor is responsible for undertaking its own target market assessment in respect of
the Equity Shares and determining appropriate distribution channels.

57
FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements
generally can be identified by words or phrases such as “aim”, “believe”, “expect”, “intend”, “plan”, “project”,
“will”, “seek to”, “strive to”, “continue”, “achieve”, or other words or phrases of similar import. Similarly,
statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-
looking statements are subject to risks, uncertainties, expectations and assumptions about us that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement. All
statements in this Red Herring Prospectus that are not statements of historical fact are ‘forward-looking
statements’.

These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. This could be due to risks or
uncertainties associated with expectations relating to, and including, regulatory changes pertaining to the industry
in India in which we operate and our ability to respond to them, our ability to successfully implement our strategy,
growth and expansion plans, technological changes, our exposure to market risks, general economic and political
conditions in India which have an impact on its business activities or investments, the monetary and fiscal policies
of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or
other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws,
changes in the incidence of any natural calamities and/or violence, regulations and taxes and changes in
competition in the industry in which we operate.

There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-
looking statements and not to regard such statements to be a guarantee of our future performance.

Forward-looking statements reflect current views as on the date of this Red Herring Prospectus and are not a
guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which
in turn are based on currently available information. Although we believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and
the forward-looking statements based on these assumptions could be incorrect. Neither our Company, our
Directors, Promoters, the Promoter Selling Shareholder, the BRLMs nor any of their respective affiliates have any
obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to
reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with requirements of SEBI and as prescribed under applicable law, our Company will ensure that
investors in India are informed of material developments pertaining to our Company and the Equity Shares
forming part of the Offer from the date of this Red Herring Prospectus until the date of Allotment. In accordance
with the requirements of SEBI and as prescribed under the applicable law, the Promoter Selling Shareholder, in
respect of statements made by them in this Red Herring Prospectus, shall ensure (through our Company and the
BRLMs) that the investors are informed of material developments in relation to statements specifically confirmed
or undertaken by them in this Red Herring Prospectus and the Prospectus until the date of Allotment, with respect
to their Offered Shares pursuant to the Offer.

58
SECTION II: RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in the Equity Shares.

We have described the risks and uncertainties that we consider material, but these risks and uncertainties may
not be the only risks relevant to us, the Equity Shares, or the industry in which we operate. The risks set out in
this section may not be exhaustive and additional risks and uncertainties not presently known to us, or which we
currently deem to be immaterial, may arise or may become material in the future and may also adversely affect
our business, results of operations, cash flows and financial condition. Unless specified or quantified in the
relevant risk factor below, we are not in a position to quantify the financial or other implication of any of the risks
mentioned in this section. If any or a combination of the following risks actually materialize, or if any of the risks
that are currently not known or deemed not to be relevant or material now actually materialize or become material
in the future, our business, cash flows, prospects, financial condition and results of operations could suffer, the
trading price of the Equity Shares could decline, and you may lose all or part of your investment. For more details
on our business and operations, see “Our Business”, “Industry Overview”, “Key Regulations and Policies in
India” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 267, 195, 323 and 492, respectively, as well as other financial information included elsewhere
in this Red Herring Prospectus. In making an investment decision, you must rely on your own examination of us
and the terms of the Offer, including the merits and risks involved, and you should consult your tax, financial and
legal advisors about the particular consequences of investing in the Offer. Prospective investors should pay
particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal
and regulatory environment which may differ in certain respects from that of other countries.

This Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates
and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including but not limited to the considerations described below. For
details, see “Forward-Looking Statements” beginning on page 58.

We have included in this section various metrics based on ‘revenue from operations’ (which primarily comprises
revenue generated from the sale of manufactured goods) as included in our Restated Consolidated Financial
Information as well as value-added revenue (“VAR”). We define VAR as revenue from operations after excluding
the cost of substrates. Substrates are porous ceramic filters coated with a catalyst - typically, precious metals such
as platinum, palladium, and rhodium. We do not manufacture substrates; they are supplied to us by Tier II
suppliers generally at the direction of our OEM customers, and we assemble the substrates into the final
manufactured products that we sell to our OEM customers. They are a necessary component of exhaust
aftertreatment systems for emission control. The need for substrate components grows for more sophisticated
emission control solutions to meet more stringent environmental regulations for on road and off-road vehicles.
These substrates are included in inventory and are “passed through” to the customer at cost, plus a nominal
handling fee. Since we take title to the substrate inventory and have responsibility for both the delivery and quality
of the finished product including the substrates, the revenues and related expenses are recorded at gross amounts.
Substrate costs depend on precious metals prices, which may be volatile. While our OEM customers generally
assume the risk of precious metals price volatility, it affects our reported revenue from operations and dilutes
profitability margins at the revenue from operations level. Hence, we believe VAR is an important metric to
understand our overall business because VAR eliminates the effect of this uncontrollable portion of our revenue
from operations, including the effect of potentially volatile precious metals prices. Therefore, we have included
metrics based on both revenue from operations and VAR in certain risk factors below. For details on the
computation of VAR, see “Other Financial Information” beginning on page 484.

Unless otherwise indicated, industry and market data used in this section have been derived from the CRISIL
Report prepared and released by CRISIL and commissioned and paid for by us in connection with the Offer. The
CRISIL Report has been prepared and issued by CRISIL exclusively in connection with the Offer for the purposes
of confirming our understanding of the industry in which we operate. The data included herein include excerpts
from the CRISIL Report and may have been re-ordered by us for the purposes of presentation. A copy of the
CRISIL Report is available on the website of our Company at www.tennecoindia.com/industry-report/. Unless
otherwise indicated, all financial, operational, industry and other related information included herein with respect
to any particular year refers to such information for the relevant year.

59
Our financial year ends on March 31 of each year, and references to a particular financial year are to the 12
months ended March 31 of that year. Unless otherwise stated, references to “we”, “us”, or “our” are to our
Company and its Subsidiaries. Unless the context otherwise requires, references to “our Company” or “the
Company” refers to Tenneco Clean Air India Limited on a standalone basis.

Internal risk factors

1. 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, could have an adverse impact on our business, reputation, financial condition, and results
of operations.

We enter into various transactions with entities in the Tenneco Group from time to time, including for (i)
the sale of our products and services; (ii) the purchase of parts and materials for use in the manufacturing
of our shock absorbers and struts, exhaust aftertreatment systems, sealing, ignition and bearings products;
(iii) product validation and testing services outside of India; (iv) technical training and R&D support;
and (v) the leasing of the premises where our Corporate Office is situated. We do not enter into short- or
long-term purchase agreements with the Tenneco Group for purchases of parts and materials. Such
purchases are made pursuant to purchase orders that we issue from time to time. As the entities in the
Tenneco Group are our related parties, there is no assurance that conflicts of interest will not arise
between our Company and such entities in the Tenneco Group in the future. Such conflicts of interest
could negatively impact our business and prospects. For further details, see “Our Business – Overview
– Our Group Leverage”, “–Our Competitive Strengths–Innovation-focused approach aided by our
ability to leverage Tenneco Group’s global R&D initiatives to cross-deploy global technologies for
proprietary, modular and customized products at Indian price points” and “Other Financial
Information – Related Party Transactions” on pages 270, 280 and 491, respectively.

We have also entered into a License Agreement with Tenneco Holdings LLC (“Licensor”) pursuant to
which our Company and Subsidiaries (together, the “Licensees”) have received a non-exclusive, non-
transferable right and license to use certain intellectual property rights, including the Monroe
Trademarks, Champion Trademarks and Tenneco Trademarks (each as defined in the License
Agreement), as applicable to each of the Licensees and other intellectual property related to the design,
development, manufacture, and use of Advanced Suspension Technology Products, Bearings Products,
Clean Air Products, Ignition Products, and Sealings Products (each as defined in the License Agreement),
provided that the Licensee’s Business (as defined under the License Agreement), as applicable to each
of the Licensees, and all goods and services offered and sold in connection with the Licensee’s Business
complies with the quality standards laid down in the License Agreement and as approved by the Licensor
from time to time. The license covers the use of such intellectual property rights within India and any
other territory that may be designated by written agreement between the parties to the License
Agreement. Under the terms of the License Agreement, all Licensees, viz. our Company and each of our
Subsidiaries, other than Federal-Mogul Bearings India Limited (“FMBIL”), are required to pay the
Licensor a royalty equal to 2.50% of the gross revenue of such Licensees. FMBIL is required to pay the
Licensor a royalty equal to 2.00% of its gross revenue. The License Agreement is effective since April 1,
2024, and will continue to be effective until terminated in accordance with the terms included therein,
provided that the Licensor may not terminate the License Agreement prior to January 1, 2031. However,
the Licensor may terminate the License Agreement (a) immediately if the Licensees cease to be affiliates
of the Licensor; or (b) on 30 days’ written notice if the Licensees (i) materially breach the License
Agreement and fail to cure such breach within 30 days, or (ii) go into liquidation. Further, the Licensor
may immediately terminate the license granted to Tenneco Automotive India Private Limited (“TAIPL”)
in relation to the Monroe Trademarks in the event TAIPL ceases to be an affiliate of Federal-Mogul
Motorparts LLC.
Any such termination could prevent us from using the Licensed IP, which in turn would adversely impact
our business and operations. If any material adverse change occurs in the Licensor’s business or if the
Licensor ceases to provide its inputs for our business operations, our business and results of operations
may be adversely affected. Further, there is no assurance that the License Agreement will be renewed
with the same or favourable commercial terms or at all, once it is terminated by the Licensor in
accordance with the License Agreement For further details, see “History and Certain Corporate Matters
– Summary of key agreements” on page 337.

60
The License Agreement also grants the Licensees non-exclusive rights to use certain trademarks of the
Licensor in connection with certain operations of our Company, including use of the “Tenneco”
trademark, name, and logo for our corporate purposes, such as in our company name and consequently
on our letterhead. Thus, any termination of the License Agreement could have an adverse impact on our
right to use the “Tenneco” trademark, name and logo which may in turn impact our operations and overall
brand recognition amongst our customers. While we did not experience any material adverse change to
the Licensor’s business or any cessation on part of the Licensor to provide its inputs for our business
operations that adversely affected our business and results of operations in the three months ended June
30, 2025 and Fiscals 2025, 2024 and 2023, there is no guarantee that such instances will not occur in the
future.

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 ended


June 30, For Fiscal For Fiscal For Fiscal
Particulars
2025(1) 2024(1) 2025(1) 2024(2) 2023(2)

Tenneco 253.69 260.25 1,003.04 2,373.67 888.93


Automotive
Operating
Company LLC
(formerly,
Tenneco
Automotive
Operating
Company Inc.,
USA)
Tenneco GmbH, 0 0 - 101.06 158.41
Germany
Federal-Mogul 26.72 24.42 99.70 99.74 71.97
Powertrain LLC
Total(3) (₹ 280.41 284.67 1,102.74 2,574.47 1,119.31
millions)
Royalty expenses 2.18% 2.24% 2.25% 4.71% 2.32%
as a percentage of
revenue from
operations (%)
Notes:
(1) Royalty payments made pursuant to the License Agreement.
(2) Royalty payments made pursuant to past license and royalty arrangements, which have been superseded by the License
Agreement.
(3) Royalty expense comprises the rights to use brands and technical know-how.

Under the SEBI Listing Regulations, any transaction involving payments to a related party for brand
usage or royalty, taken individually or together with previous transactions during a Fiscal, exceeding 5%
of the annual consolidated turnover of the listed entity (as per the last audited financial statements of the
listed entity) is considered material and requires prior approval of the shareholders (i.e., shareholders not
related to such transaction). We cannot assure you that royalty payments made by us to the Licensor
under the License Agreement or otherwise will not attract regulatory scrutiny or action. Further, if the
royalty fee payable to the Licensor is increased, it could result in a decline in our profits and our earnings
per share.

Further, our Company and our Subsidiaries (the “Licensees”) have also entered into a master affiliate
intangible property and network services agreement dated August 30, 2025, effective April 1, 2025, with
Tenneco Automotive Operating Company LLC, Federal-Mogul Powertrain LLC and Federal-Mogul
Ignition LLC (together, the “Licensor”), pursuant to which the Licensor has granted our Company and
Subsidiaries non-exclusive, non-transferable and non-sublicensable right and license to use certain
intangible property and know-how related to Licensor’s P3 Operating System (the “Intangible
Property”), together with access to a bundle of associated network elements and services (the “Network
Elements”), in India in connection with the Licensees’ business, subject to compliance with Licensor’s
quality standards and any pre-existing third-party rights. The Network Elements include know-how,
copyrights (including software other than product-related software), trade secrets, domain names,

61
database rights, Intangible Property, operating standards under the P3 Operating System model
(including work process guidelines, key performance indicators and related tools), operational
transformation initiatives, and administrative and operational support and advice related to IT, finance
(including tax, treasury and insurance), legal, environment, social and governance, human resources,
communications, environment, health and safety, marketing and sales, executive and general
management, global supply chain, purchasing, mergers and acquisitions, lean enterprise, customer
service, quality, program/project management, real estate & facilities, commercial operations and other
agreed services. As consideration for the rights and services, each Licensee is required to pay a fee equal
to a percentage of such Licensee’s net sales (as defined in the IP and Network Services Agreement) for
the calendar year, determined on an arm’s length basis, subject to a maximum of 0.5% of the net sales,
unless otherwise agreed in writing by the Licensee.

For further details, see, “History and Certain Corporate Matters – Summary of key agreements - Master
affiliate intangible property and network services agreement dated August 30, 2025 between Tenneco
Automotive Operating Company LLC, Federal-Mogul Powertrain LLC and Federal-Mogul Ignition
LLC (together, “Licensor”), our Company and our Subsidiaries (together, “Licensees”) with
retrospective effect from April 1, 2025 (“IP and Network Services Agreement”)” on page 337. Any
termination of this agreement could have an adverse impact on our right to use the intangible property
and network elements, which may in turn impact our operations and growth prospects.

2. We derived a significant portion of our revenue from operations, i.e. 81.35%, 83.44%, 82.04%, 83.87%
and 83.06% 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. Any adverse changes in these sectors in India could adversely impact our business,
results of operations and financial condition.

We derive a significant portion of our revenue from operations from the design, manufacture and sale of
components and solutions to Indian OEMs of PVs and CVs, which comprise commercial trucks (“CTs”)
and off-highway vehicles (“OHs”) and are therefore heavily dependent on the performance of the PV
and CV sectors in India.

The table below sets forth our VAR and revenue from operations from sales to PV and CV OEMs in
India, for the periods/Fiscals indicated:
For the three months ended June 30, 2025 For the three months ended June 30, 2024

Revenue from Revenue from % of revenue


VAR % of revenue VAR
% of VAR operations % of VAR operations from
(₹ millions) from operations (₹ millions)
(₹ millions) (₹ millions) operations

PV OEMs in
India 6,935.58 59.45% 7,626.41 59.32% 6,558.33 60.45% 7,888.57 62.08%
CV OEMs in
India 2,352.56 20.17% 2,831.83 22.03% 2,212.54 20.39% 2,714.12 21.36%
Others(1) 2,377.22 20.38% 2,397.97 18.65% 2,078.37 19.16% 2,105.03 16.56%
Total 11,665.36 100.00% 12,856.21 100.00% 10,849.24 100.00% 12,707.72 100.00%
Note: (1) Others include industrial and other end markets applications, which comprises small commercial vehicles with gross vehicle weight of less than 3.5 tons, two wheelers and three
wheelers, aftermarket, export sales, tool sales, sales of services and other operating revenue (which includes scrap sales, claim received from customers and export incentives).

For Fiscal 2025 For Fiscal 2024 For Fiscal 2023

Revenue % of Revenue % of Revenue % of


VAR
VAR from revenue VAR from revenue % of from revenue
% of VAR % of VAR (₹
(₹ millions) operations from (₹ millions) operations from VAR operations from
millions)
(₹ millions) operations (₹ millions) operations (₹ millions) operations

PV OEMs in 26,549.98 60.62% 29,955.17 61.26% 24,355.39 57.06% 33,580.29 61.42% 22,398.76 57.40% 29,350.45 60.80%
India
CV OEMs in 8,559.83 19.54% 10,164.26 20.78% 9,589.33 22.46% 12,274.10 22.45% 8,511.57 21.81% 10,748.05 22.26%
India
Others(1) 8,691.40 19.84% 8,784.87 17.96% 8,741.35 20.48% 8,821.73 16.13% 8,109.67 20.79% 8,175.18 16.94%
Total 43,801.21 100.00% 48,904.30 100.00% 42,686.07 100.00% 54,676.12 100.00% 39,020.00 100.00% 48,273.68 100.00%
Note: (1) Others include industrial and other end markets applications, which comprises small commercial vehicles with gross vehicle weight of less than 3.5 tons, two wheelers and three
wheelers, aftermarket, export sales, tool sales, sales of services and other operating revenue (which includes scrap sales, claim received from customers and export incentives).

The decrease in revenue from operations attributable to sales to Indian PV OEMs in the three months
ended June 30, 2025 compared to the three months ended June 30, 2024 and to Indian PV and CV OEMs
in Fiscal 2025 compared to Fiscal 2024 was primarily due to a fall in substrate prices and some customers
switching to lower cost Indian substrate suppliers. The decrease in VAR from CV OEMs in Fiscal 2025

62
compared to Fiscal 2024 was primarily due to a pull forward of demand in the last quarter of Fiscal 2024,
which increased our customers’ inventory and reduced the demand for our clean air products in Fiscal
2025. Long-term medium and heavy CV sales are likely to be driven by several factors, including India’s
improving industrial activity, consistent agricultural output, and the government’s continued emphasis
on infrastructure development (Source: CRISIL Report). Additionally, fluctuations in commodity prices,
interest rates, and availability of financing can affect demand. (Source: CRISIL Report).

The Indian PV sector has historically seen significant periodic fluctuations in overall demand (Source:
CRISIL Report). The length and timing of any cycle in the vehicle industry cannot be predicted with
certainty, and we cannot predict when manufacturers will increase or reduce production. PV production
and sales are influenced by various factors that are beyond our control, including changes in government
policies and consumer demand. Consumer demand is affected by employment and income levels, fuel
prices, economic conditions, demographic trends, interest rates, urbanization, and the availability of
automobile financing.

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.

3. We are dependent on our top ten customers. Our top ten customers (based on Fiscal 2025) contributed
80.57%, 82.32%, 81.54%, 83.92% and 77.79% of our revenue from operations in the three months
ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, respectively. 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.

The table below sets forth the revenue from operations derived from our top ten customers (based on
Fiscal 2025) for the periods/Fiscals indicated:
For the three months ended June 30,
For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Particulars(1)(2)
Amount (₹ % of revenue Amount (₹ % of revenue Amount (₹ % of revenue Amount (₹ % of revenue Amount (₹ % of revenue
millions) from operations millions) from operations millions) from operations millions) from operations millions) from operations
Customer 1 2,313.71 18.00% 2,199.85 17.31% 9,236.42 18.89% 8,298.70 15.18% 7,344.12 15.21%
Customer 2 2,322.23 18.06% 1,771.62 13.94% 8,070.01 16.50% 6,714.08 12.28% 4,820.96 9.99%
Customer 3 1,345.19 10.46% 1,553.71 12.23% 5,356.02 10.95% 5,661.89 10.36% 5,276.95 10.93%
Customer 4 1,090.09 8.48% 1,677.86 13.20% 4,755.70 9.72% 10,802.26 19.76% 7,859.00 16.28%
Customer 5 913.06 7.10% 1,047.25 8.24% 3,034.89 6.21% 5,294.20 9.68% 4,231.69 8.77%
Motocare India 630.02 4.90% 575.72 4.53% 2,315.97 4.74% 1,757.26 3.21% 610.37 1.26%
Private Limited
Customer 7 559.13 4.35% 504.79 3.97% 2,131.22 4.36% 2,147.04 3.93% 1,727.12 3.58%
Customer 8 476.73 3.71% 476.12 3.75% 2,109.57 4.31% 2,593.58 4.74% 2,182.08 4.52%
Customer 9 394.43 3.07% 328.67 2.59% 1,517.33 3.10% 1,241.72 2.27% 2,095.95 4.34%
Customer 10 313.81 2.44% 325.08 2.56% 1,347.48 2.76% 1,373.52 2.51% 1,405.31 2.91%
Revenue from 7,984.28 62.10% 8,250.29 64.92% 30,453.04 62.27% 36,771.13 67.25% 29,532.72 61.18%
top five
customers
Revenue from 10,358.40 80.57% 10,460.67 82.32% 39,874.61 81.54% 45,884.25 83.92% 37,553.55 77.79%
top ten
customers
Notes:
(1) The names of the top 10 customers other than Motocare India Private Limited have not been disclosed because they have not
provided their consent to disclose their revenue contributions in this Red Herring Prospectus.
(2) The top 10 customers have been identified based on their contribution to our revenue from operations in Fiscal 2025.

We do not have exclusivity agreements with our customers and compete for new business through our
customers’ supplier selection processes, which range from six to over 18 months, starting from the
issuance of a request for quote (“RFQ”) to the awarding of a program. This product development process
includes design analysis and validation, prototyping, and product testing, with our engineering teams
collaborating closely with customers beginning with the design stage. The approval process often
includes audits and inspections by our customers’ quality assurance teams, who assess our manufacturing
facilities, production processes, and quality control measures. As of June 30, 2025, our top ten customers
had been with us for an average of 19.2 years. While we did not lose any of our top 10 customers in the
three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, losing a top 10 customer could have
a material adverse effect on our results of operations, financial condition and cash flow.

For risks related to contractual arrangements with our customers, see “–We may be unable to realize
sales represented by our awarded programs as we do not have firm volume commitments in customer
agreements, which could materially and adversely impact our financial condition and results of
operations.” on page 64.

63
4. We may be unable to realize sales represented by our awarded programs as we do not have firm volume
commitments in customer agreements, which could materially and adversely impact our financial
condition and results of operations.

The programs awarded to us are typically long-term, lasting three to seven years for PV and CV
programs. A program refers to a project officially contracted or commissioned by an OEM to a
manufacturer for the development and supply of specific components or systems for a particular vehicle
model or series. It typically includes a commitment to deliver the agreed-upon parts within specified
timelines, quality standards, and cost parameters and “programs awarded” refers to programs which are
contracted to us. The table below sets forth details of the programs we were awarded and the programs
that commenced production for the periods/Fiscals indicated:

Number of Programs
Particular Programs awarded Programs that commenced
production
Clean Air & Powertrain Solutions
Three months ended June 30, 2025 16 10
Three months ended June 30, 2024 23 13
Fiscal 2025 54 55
Fiscal 2024 53 45

Fiscal 2023 56 55
Advanced Ride Technologies
Three months ended June 30, 2025 5 7
Three months ended June 30, 2024 10 3
Fiscal 2025 60 40
Fiscal 2024 22 21
Fiscal 2023 22 23

Note: There is generally a time lag between the time we receive a program award and the time when the OEM commences
commercial production for that program. Accordingly, the programs that commenced production in a period/Fiscal include
programs that were awarded in prior periods/Fiscals.

Future sales volumes from awarded programs are inherently subject to various risks and uncertainties,
including the accuracy of OEM customer estimates of the number of vehicles to be produced and sold,
the timing of such production and the success of the vehicles proposed to be manufactured under the
program. Program awards do not include firm commitments or long-term supply agreements with our
customers. Under the nomination agreements, our customers provide us only with forecast volumes for
the program and there is no commitment on their part to purchase the quantities specified in the volume
projections. In addition, our 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. While we have not experienced material instances where a customer cancelled
a program or forecasts provided by a customer were materially inaccurate in the three months ended June
30, 2025 and Fiscals 2025, 2024 and 2023, there can be no assurance that no such instances will occur
in the future.

In addition, our customers may terminate their program arrangements with us for cause or otherwise by
way of a written notice or may reject our products if we fail to comply with delivery timelines or quality
standards. In such cases, our customers are generally not required to reimburse us for lost profits,
unabsorbed overhead, capital investments, product development and engineering costs, facilities and
equipment rental and other related costs or administrative charges incurred in connection with cancelled
orders. In addition, failing to comply with our contractual obligations to our customers may in some
cases result in imposition of financial penalties on us. While we have not experienced termination of
program arrangements, product rejections, or contractual penalties that had a material impact on our
business in the three months ended June 30, 2025 and Fiscals 2025, 2024, and 2023, such events could
have a material adverse effect on our results of operations, financial condition and cash flow.

64
5. Our business is heavily influenced by government policies and regulations regarding emission
standards, which significantly impact our industry. Delays in the implementation of emission
standards may affect the growth of our business.

Government policies regarding emission standards directly affect the design, production, and sale of our
clean air and powertrain products. Globally, countries including India are adopting stricter emission
norms and zero-emission targets (Source: CRISIL Report). The change in emission standards has, in the
past, impacted and will continue to impact the revenue generated by our Clean Air & Powertrain
Solutions division. Stricter emission standards require us to use advanced technologies, which add cost
and complexity to manufacturing after-treatment systems. For instance, the Government of India’s
transition from the Bharat Stage (“BS”) 4 emission standard to BS6 for PVs and CVs in 2020 required
us to expand our manufacturing facilities and introduce new manufacturing processes, such as calibrated
canning and laser welding, to produce products that meet the new standard and satisfy increased demand.
As a result, we invested approximately ₹2,098.11 million in our Clean Air Solutions manufacturing and
testing facilities in Fiscals 2019 and 2020. Given that the Clean Air & Powertrain Solutions division
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, if we are unable
to keep pace with or develop products that meet the requirements of new emission standards within
prescribed timeframes, 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.

While tightening emission standards drive the development and demand for Clean Air & Powertrain
Solutions products, we are generally unable to commercialize and sell these products until the new
standards are implemented. Any delay in implementing stricter emission standards can slow our growth,
as it prevents us from bringing products designed to meet higher regulatory requirements to market. For
instance, the delay in TREM V emission standards in the OH segment from Fiscal 2026 to Fiscal 2027
is anticipated to delay our expected revenue from TREM V compliant products, though we cannot
quantify the impact. Any further delay in the implementation of TREM V or other government
regulations could adversely impact our results of operations, financial condition and cash flow. In
addition, the implementation of CAFE, BS7 norms may affect the scale of PV electrification, which
might adversely affect our Clean Air & Powertrain Solutions division.

6. Our operations and profitability are substantially dependent on the availability and cost of raw
materials, including steel and components such as pressed parts, electrodes and bimetal strips. In the
three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, cost of materials
consumed accounted for 64.42%, 66.69%, 65.05%, 70.15% and 70.37% of our revenue from
operations, and any volatility in the prices of these materials may adversely impact our business,
results of operations and financial condition.

Our cost of materials consumed constituted a significant portion of our revenue from operations. The
table below sets forth our cost of materials consumed for the periods/Fiscals indicated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Particulars
% 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
Cost of 8,282.29 64.42% 8,474.30 66.69% 31,813.40 65.05% 38,355.04 70.15% 33,968.92 70.37%
materials
consumed

While the cost of substrates is included in the cost of materials consumed set out above, 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. The
table below sets forth our cost of substrates included in our cost of materials consumed for the
periods/Fiscals indicated:

65
For the three months ended June 30,
For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
% of cost % of cost of % of cost % of cost % of cost
Particulars Amount Amount Amount Amount Amount
of materials of of of
(₹ (₹ (₹ (₹ (₹
materials consumed materials materials materials
millions) millions) millions) millions) millions)
consumed consumed consumed consumed
Cost of 1,190.85 14.38% 1,858.48 21.93% 5,103.09 16.04% 11,990.05 31.26% 9,253.68 27.24%
substrates

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:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
% of cost % of cost % of cost % of cost % of cost
of of of of of
Particulars Amount Amount Amount Amount Amount
materials materials materials materials materials
(₹ (₹ (₹ (₹ (₹
consumed consumed consumed consumed consumed
millions) millions) millions) millions) millions)
excluding excluding excluding excluding excluding
substrates substrates substrates substrates substrates
Cost of 4,485.58 63.25% 4,198.07 63.45% 16,653.45 62.35% 16,195.52 61.43% 17,640.91 71.38%
steel
Cost of 7,091.44 100.00% 6,615.82 100.00% 26,710.31 100.00% 26,364.99 100.00% 24,715.24 100.00%
materials
consumed
excluding
substrates

Pricing and availability of commodities like steel can be volatile due to numerous factors beyond our
control, including general domestic and international economic conditions, geopolitical tensions,
extreme weather changes, import duties and tariffs and foreign currency exchange rates. Other factors
such as tariffs and economic or political conditions of the countries from which we procure supplies may
also result in increases in costs of components and materials. With respect to raw materials such as steel,
we obtain price adjustments at regular intervals. We obtain most of our components from our suppliers
based on purchase orders rather than definitive long-term agreements. Without long-term pricing
agreements, we may be subject to price volatility, resulting in increased costs for raw materials.

Although we seek to pass on cost increases to our customers, our cash flows may be adversely affected
in case of a time lag between the date of procurement of our raw materials and the date on which we can
reset the component prices for our customers to account for the increase in raw material prices.
Furthermore, such price increases are subject to negotiation and agreement between our customers and
us. Our customers may not agree to price escalation or dispute these increased costs, limiting our ability
to pass on cost increases, which could adversely affect our business.

The availability of raw materials may also be subject to government regulations. For example, in Fiscal
2025, the Government of India restricted the import of certain grades of steel. As a result, we had to
obtain a no objection certificate from the Government of India for import approval, which included
restrictions on the quantity imported and the period during which imports were permitted.

Although we have not been materially affected by price volatility or unavailability of steel and other raw
materials in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, we may experience
volatility in the cost of raw materials or a shortage of raw materials and components in the future that
could materially impact our business, results of operations and financial condition.

66
7. We are dependent on Motocare India Private Limited (“Motocare”), an indirect subsidiary of Tenneco
LLC and one of our Group Companies for sales to the aftermarket. We also enter into other related-
party transactions with entities in the Tenneco Group in the ordinary course and may continue to do
so in the future. We cannot assure you that we could not have achieved more favorable terms had
such transactions not been entered into with related parties, which may adversely affect our business
and results of operations.

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:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount % of Amount % of % of % of % of
Particulars Amount Amount Amount
(₹ revenue (₹ revenue revenue revenue revenue
(₹ (₹ (₹
millions) from millions) from from from from
millions) millions) millions)
operations operations operations operations operations
Motocare 627.79 4.88% 575.72 4.53% 2,315.97 4.74% 1,757.26 3.21% 610.37 1.26%
Others 13.52 0.11% 11.91 0.09% 69.08 0.14% 823.39 1.51% 2,066.07 4.28%
Revenue 641.31 4.99% 587.63 4.62% 2,385.05 4.88% 2,580.65 4.72% 2,676.44 5.54%
from
Aftermark
et (1)

Note: (1) Until October 2023, our Advanced Ride Technologies division conducted direct sales to the aftermarket. From October
2023 onwards, we transitioned to selling all of our aftermarket products directly to Motocare (in addition to other entities in the
Tenneco Group), which then sell them to the aftermarket

In the aftermarket, brand building depends on the effectiveness of sales and promotional activities and
choice of channel partners. These activities are managed by Motocare and we have limited or no control
over such activities. There can be no assurance that Motocare’s efforts in these areas would always be
effective. Any adverse development or decline in Motocare’s brand value and reputation may adversely
affect our business, results of operations and financial condition.

We have also entered into, and will continue to enter into, certain transactions with entities in the Tenneco
Group which are our related parties. These transactions include sales of products and services, purchase
of goods and services, purchase of raw materials, components and finished goods, royalty and research
development and management support, among others. For instance, we source certain key supplies such
as electrodes and insulators of spark plugs from Federal-Mogul Ignition LLC, which is one of the
members of our Promoter Group. We facilitate R&D activities at Tenneco Group’s global engineering
tech centers located in Pune, Maharashtra, and Bengaluru, Karnataka. These centers support Tenneco
Group’s engineering centers worldwide in design and simulation activities for Clean Air Solutions and
Advanced Ride Technologies. For further information on our related party transactions, see “Other
Financial Information - Related Party Transactions” beginning on page 491. See also “–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, could
have an adverse impact on our business, reputation, financial condition, and results of operations.”
on page 60.

The following table provides brief details of our related party transactions for the periods/Fiscals
indicated:

For the three months ended


June 30, For Fiscal For Fiscal
Particulars(1) For Fiscal 2024
2025 2024 2025 2023

Sale of products and 1,034.67 835.18 3,579.72 2,791.20 1,962.59


services
Other income(2) 251.51 126.01 298.35 500.92 435.35
Total income from 1,286.18 961.19 3,878.07 3,292.12 2,397.94
related party
transactions
% of Total Income 9.77% 7.48% 7.86% 5.95% 4.91%

67
For the three months ended
June 30, For Fiscal For Fiscal
Particulars(1) For Fiscal 2024
2025 2024 2025 2023

Purchase of goods and 622.45 497.07 2,182.03 2,022.44 2,154.03


services
Royalty Expenses 280.41 284.67 1,102.74 2,574.47 1,119.31
Other Charges 59.81 63.47 259.54 420.10 414.59
Total expenses 962.67 845.21 3,544.31 5,017.01 3,687.93
pertaining to related
parties
% of total expenses 8.84% 7.77% 8.44% 10.07% 8.42%
Note: (1) The above figures do not include the reimbursement of expenses paid/received and receivables/loans, interest
expense, dividend paid, and purchase of capital goods.
(2) Other income includes other dividend received, interest income and management services.

Further, during Fiscal 2025, one of our Subsidiaries, TAIPL, transferred its entire shareholding of
20,664,039 equity shares in Motocare to a member of our Promoter Group, Federal-Mogul Motorparts
India Limited, for consideration of ₹8,293.51 million. Our Company had acquired the entire shareholding
of TAIPL through a share swap arrangement in Fiscal 2025. However, the investment by TAIPL in
Motocare was not acquired by our Company as part of this share swap arrangement. The consideration
of ₹8,293.51 million, plus applicable interest, was a receivable as of June 30, 2025, from Federal-Mogul
Motorparts India Limited. This amount, aggregating to ₹8,617.47 million, was received by TAIPL on
July 17, 2025, and August 12, 2025, and was then paid as a dividend by TAIPL to our Company in full
on July 22, 2025, and August 14, 2025. Subsequently, our Board declared an interim dividend to our
Shareholders pursuant to a Board resolution dated July 28, 2025, and August 18, 2025, amounting to
₹3,499.25 million and ₹5,149.99 million, respectively, aggregating to ₹8,649.24 million. For details see
“History and Certain Corporate Matters - Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation”
and “Dividend Policy” on pages 334 and 376, respectively.

While all our related party transactions for the three months ended June 30, 2025 and Fiscals 2025, 2024
and 2023 have been conducted on an arm’s length basis, are in compliance with applicable law and have
not been prejudicial to the interests of our Company, we cannot assure you that such transactions in the
future, individually or in aggregate, will not have an adverse effect on our financial condition and results
of operations or that we could not have achieved more favorable terms if such transactions had not been
entered into with related parties. All related party transactions that we may enter into post-listing will be
subject to approvals from the Audit Committee, Board or Shareholders, as may be required under the
Companies Act, 2013, as amended, provisions of the SEBI Listing Regulations and other applicable law.
Further, it is likely that we may enter into additional related party transactions in the future. Such related-
party transactions in the future may involve conflicts of interest which may be detrimental to the interest
of our Company and we cannot assure you that such transactions, individually or in the aggregate, will
always be in the best interest of our minority Shareholders and will not have an adverse effect on our
business, financial condition, cash flows and results of operations.

8. 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.

The table below sets forth the details of our instances of non-compliances with certain provisions of the
Companies Act and FEMA Regulations by our Company and certain Subsidiaries along with the status
of the compounding applications in this regard:

Compounding
Particulars of non- Date of
Entity Status Fee (₹ Authority
compliance Order
millions)

Tenneco Delay in conducting Compounding Regional


Clean Air AGM and filing audited application filed director May 23,
0.14
India financial statements with for compounding (Southern 2023
Limited MCA for Fiscal 2020 offence under Region),

68
Compounding
Particulars of non- Date of
Entity Status Fee (₹ Authority
compliance Order
millions)

beyond timelines Section 96(1) of MCA,


prescribed under the the Companies Act Chennai
Companies Act due to
operational challenges,
including the COVID-19
pandemic

Compounding
Delay in filing of Form application filed
FC-GPR for allotment of for compounding
Chief
Equity Shares to Tenneco of contravention of
general April 11,
(Mauritius) Limited and regulation 13.1(2) 0.08
manager, 2025
Tenneco Mauritius of notification no.
RBI
Holdings Limited on FEMA20(R)/2017-
June 15, 2019 RB dated
November 7, 2017

Delay in filing of annual


return with the RoC,
conducting its AGM,
laying of its financial
statements in such AGM
Compounding
Tenneco and Regional
application filed
Automotive submission of financial director of
for compounding October 18,
India statements with the RoC 0.07 the Southern
offence under 2024
Private within Region,
Section 96 of the
Limited* the prescribed timelines MCA
Companies Act
for Fiscal 2023, in non-
compliance with the
provisions of Section 92,
96, 129 and 137 of the
Companies Act

Delay in complying with


the provisions of
Sections 149(5), 177(1),
178(1) of the Companies
Act, in relation to
appointing one
independent director and
constituting its audit
committee of the board,
Federal-
resulting in it not having Compounding Registrar of
Mogul Pending
an audit committee application dated companies,
Sealings receipt of Pending
constituted during the May 5, 2025 has Maharashtra
India order
year from April 1, 2023 been filed at Pune
Limited
to March 31, 2024 in
accordance with the
provisions of the
Companies Act, wherein
such requirements
became applicable to it as
the turnover exceeded the
threshold limit of ₹1,000
million in Fiscal 2023

Federal- Delay in filing of form Compounding


Mogul FC-GPR for (i) receipt of application filed
Regional February
Bearings remittance from Federal- for compounding 0.92
director 18, 2025
India Mogul Holdings Ltd. and of contravention of
Limited Federal-Mogul Para 9(1)(A) and

69
Compounding
Particulars of non- Date of
Entity Status Fee (₹ Authority
compliance Order
millions)

Corporation, and (ii) Para 9(1)(B) of


allotment of equity Schedule I to
shares to foreign notification no.
investors on September FEMA 20/2000-
21, 2007, February 19, RB dated May 3,
2008 and March 28, 2008 2000

Delay in conducting Compounding Pending Regional Pending


AGM and filing audited application dated receipt of order director of
financial statements with June 17, 2025 filed the Northern
MCA for Fiscal 2024 for compounding Region at
beyond timelines offence under New Delhi
prescribed under the Section 441 of the
Companies Act Companies Act**
Federal-
Mogul Delay in filing of form Compounding Nil, as the General RBI letter
Ignition FC-GPR for allotment application dated compounding manager, dated July
Products of equity shares to February 12, application RBI 28, 2025
India Federal-Mogul Pty Ltd 2025 filed for was returned.
Limited on August 27, 2009 compounding of
contravention of
Para 9(1)(A) and
Para 9(1)(B) of
Schedule I to
notification no.
FEMA
20/2000-RB dated
May 3, 2000

* This has been included as an emphasis of matter in the audit report of TAIPL for Fiscal 2023. See “Restated Consolidated
Financial Information- Material accounting policies and other explanatory notes to Restated Consolidated Financial
Information” on page 391.
** This has been included as an emphasis of matter in the audit report of FMIPL for the three months period ended June 30,
2025 and June 30, 2024, Fiscal 2025 and Fiscal 2024. See “Restated Consolidated Financial Information- Material
accounting policies and other explanatory notes to Restated Consolidated Financial Information” on page 391.

For details, see “Outstanding Litigation and Material Developments- Litigation involving our
Subsidiaries- Compounding applications involving our Subsidiaries” on page 550. While these past
non-compliances, except as mentioned above, have been regularized and compounded, there can be no
assurance that we will not experience similar or other instances of non-compliance in the future. Further,
in relation to the pending application filed by FMSIL, there can be no assurance that it will receive a
favorable order, or that even after receiving a favorable order, it would not be required to pay penalties
in respect of such compounding application. Any further delays or non-compliance with statutory
requirements under the Companies Act, FEMA, or other applicable laws may subject our Company
and/or our Subsidiaries to regulatory actions, penalties, or other proceedings, which could adversely
affect our business, financial condition, results of operations, and reputation.

9. 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.

In the Restated Consolidated Financial Information, our Statutory Auditors have reproduced the
emphasis of matters included in the underlying auditor’s reports, which pertain to (i) FMIPL having filed
a compounding application dated June 17, 2025 under section 441 of the Companies Act, 2013 before
the Registrar of Companies for not convening annual general meeting of the shareholders within
stipulated time period for Fiscal 2024 and the potential impact (including penalties or other regulatory
consequences, if any) arising from said non-compliance not being fully ascertainable; (ii) the purpose
and basis of preparation of the special purpose interim financial statements of TAIPL being only for
preparation of the special purpose restated financial information of TAIPL, to enable our Company in

70
preparation of its special purpose consolidated interim financial statements for the three months period
ended June 30, 2025 and June 30, 2024 under, inter alia, the SEBI ICDR Regulations in relation to the
proposed initial public offering of our Company and such special purpose interim financial statements of
TAIPL not being suitable for any another purpose; (iii) the purpose and basis of preparation of the special
purpose consolidated financial statements for Fiscal 2023 and Fiscal 2024 being only for preparation of
the restated consolidated financial information of our Company under the SEBI ICDR Regulations in
relation to the proposed initial public offering of our Company and such special purpose consolidated
financial statements not being suitable for any another purpose (iv) Fiscal 2024, wherein significant
difference of ₹40.30 million was observed between the physical inventory count conducted in December
2023 and the perpetual inventory records of the FMIPL. The lack of supporting evidence to reconcile the
difference raised concerns about the possibility of misappropriation of inventory or other irregularities
thus resulting in the matter being reported to the Central Government on January 6, 2025 as the
unexplained discrepancy may indicate a potential fraud (v) TAIPL not having complied with provisions
of Section 92, 96, 129 and 137 of the Companies Act, 2013 (‘the Act’), with respect to filing of annual
return with the Registrar of Company (ROC), conducting its Annual General Meeting (‘AGM’), laying
of its financial statements in such AGM and submission of financial statements with the ROC within the
prescribed timelines for Fiscal 2023.

Further, there were matters which appeared as audit qualifications in the Independent Auditor’s Report
on the Internal Financial Controls pertaining to TAIPL in Fiscal 2023 in relation to material weakness
being identified in internal financial controls due to inadequate segregation of duties, supervisory
controls over vendor payments and timely reconciliations thereof, which resulted in misappropriation of
funds through fraudulent payments, impacting trade payable balances and its consequential impact on
the earnings, reserves and surplus and related disclosures in the financial statements.

For details in relation to the above matters, see “Restated Consolidated Financial Information- Material
accounting policies and other explanatory notes to Restated Consolidated Financial Information-
Basis of preparation, measurement and material accounting policies- Basis of preparation,
measurement and material accounting policies” on page 391.

There are also matters reported under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014
for TAIPL for Fiscal 2025 and Fiscal 2024 pertaining to audit trail feature not being enabled at database
level for accounting software to log any direct data changes. In addition, statements / comments are
reported in the Companies (Auditor’s Report) Order, 2020 (CARO 2020) in relation to TAIPL in (i)
Fiscal 2025 for the said entity having received whistleblower complaints during the year, which were
considered by the auditors while determining the nature, timing and extent of audit procedures and certain
other matters including slight delays in deposit of statutory dues and physical verification of inventory
not being done for goods in transit and inventory lying with third parties (ii) Fiscal 2024 and Fiscal 2023,
for misappropriation of funds by an employee of the said entity, through manipulation of existing controls
around vendor payments on multiple occasions during the current and preceding financial years as
identified by the management subsequent to March 31, 2023 but before the adoption of financial
statements for Fiscal 2023, causing losses aggregating to ₹ 194.45 million and matters relating to delays
in deposit of statutory dues. In relation to the same, TAIPL filed a complaint dated July 30, 2025 with
the Superintendent of Police, Krishnagiri, Tamil Nadu, against its ex-employees for cheating, fraud,
criminal conspiracy and misappropriation of funds, which offences allegedly took place from April 2018
upto June 2023, wherein TAIPL was allegedly defrauded of payments to the tune of ₹ 194.45 million.
However, no action has been taken on the complaint so far. For details, see “ – We have received several
whistleblower complaints in the past and may receive additional complaints in the future. Certain of
these complaints are currently under investigation and could reveal deficiencies in our internal
controls and financial reporting processes. If any of these allegations are substantiated, such as
misstatements, fraud, or control deficiencies, they could adversely impact our reputation, our business,
results of operations and financial condition.” on page 89 and “-There are certain delays in payment
of statutory dues by our Company and Subsidiaries. Any failure or delay in payment of statutory dues
in the future may expose us to statutory and regulatory action, as well as significant penalties, and
may adversely affect our business, results of operations, cash flows and financial condition.” on page
96. In this regard, TAIPL is considering corrective steps, including discussions with third-party IT service
providers to evaluate the feasibility of implementing software that provides an audit-trail feature. Further,
we are reinitiating the compliance tool Lexcomply to strengthen statutory compliance and assigning
process owners to ensure timely adherence and payment of statutory dues.

71
We cannot assure you that the statutory auditors of our Company or Subsidiaries will not include similar
matters or other emphasis of matters, adverse remarks, observations or other matters in respective audit
reports in the future and that such matters will not otherwise affect our results of operations and financial
position in the future. 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. Our ability to pay dividends in the future will depend on our earnings, financial condition, working
capital requirements, capital expenditures and restrictive covenants of our financing arrangements.

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 this
Red Herring Prospectus. Our Board, on June 4, 2025, noted that pursuant to the share purchase agreement
dated March 24, 2025 executed amongst TAIPL (which later became our Subsidiary with effect from
March 26, 2025), Motocare and Federal-Mogul Motorparts (India) Limited (“Motorparts”) (such
agreement, the “Motocare SPA”), TAIPL transferred all the shares of Motocare held by it to Motorparts
for an aggregate consideration of ₹8,293.51 million (“Purchase Consideration”) which, together with
the applicable interest on thereon, was agreed to be paid by Motorparts to TAIPL on a deferred basis in
accordance with the terms of the Motocare SPA and in accordance with applicable law. The consideration
of ₹8,293.51 million, plus applicable interest, was a receivable as of June 30, 2025, from Federal-Mogul
Motorparts India Limited. This amount, aggregating to ₹8,617.47 million, was received by TAIPL on
July 17, 2025, and August 12, 2025, and was subsequently paid as a dividend by TAIPL to our Company
in full on July 22, 2025, and August 14, 2025. Subsequently, our Board declared an interim dividend to
our Shareholders pursuant to a Board resolution dated July 28, 2025, and August 18, 2025, amounting to
₹3,499.25 million and ₹5,149.99 million, respectively, aggregating to ₹8,649.24 million. The 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.

Our ability to pay dividends in the future will depend on our profits, capital requirements, cost of
borrowing, and restrictive covenants under any agreement executed by our Company. The declaration
and payment of dividends will be recommended by our Board and approved by our Shareholders, at their
discretion, subject to the provisions of the Articles of Association and applicable law, including the
Companies Act, 2013. We may retain all future earnings, if any, for use in the operations and expansion
of the business or we may also declare special dividends depending on our results of operations.

Accordingly, the realization of a gain on Shareholders’ investments will depend on the appreciation of
the price of the Equity Shares. There is no guarantee that the Equity Shares will appreciate in value. For
details, see “Dividend Policy” beginning on page 376.
11. We may not be successful in implementing our growth strategies, including our export strategy, due
to global headwinds and tariff structure changes, which could have an adverse effect on our business,
financial condition, cash flows and results of operations.

We have demonstrated consistent growth and operational efficiency, driven by our strategic initiatives
and a strong market presence. The table below highlights certain metrics highlighting our growth trend:

Three months period ended


June 30, Fiscal
Particulars Units 2025* 2024* 2025 2024 2023
VAR(1) ₹ 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00
million
VAR Growth % 7.52% NA 2.61% 9.40% NA
(%)(2)
EBITDA(3) ₹ 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34
million
EBITDA Growth % 7.50% NA 33.19% 7.26% NA
(%)(4)
EBITDA Margin % 17.80% 16.76% 16.67% 11.19% 11.82%
(%) (Basis

72
Three months period ended
June 30, Fiscal
Particulars Units 2025* 2024* 2025 2024 2023
Revenue from
Operations)(5)
EBITDA Margin 19.62% 19.63% 18.61% 14.34% 14.62%
(%) (Basis
VAR)(6) %
PAT(7) ₹ 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
million
PAT Growth (%) % 11.83% NA 32.72% 9.38% NA
(8)

PAT Margin (%) % 13.07% 11.83% 11.31% 7.62% 7.89%


(Basis Revenue
from
Operations)(9)
PAT Margin (%) % 14.41% 13.85% 12.63% 9.76% 9.77%
(Basis VAR)(10)
Adjusted PAT(11) ₹ 1,452.97 1,388.97 5,221.84 3,642.08 3,363.25
million
Adjusted PAT % 11.30% 10.93% 10.68% 6.66% 6.97%
Margin (%) (Basis
Revenue from
Operations)(12)
Adjusted PAT 12.46% 12.80% 11.92% 8.53% 8.62%
Margin (%) (Basis
VAR)(13) %
ROCE(14) % 16.29% 16.59% 56.78% 45.40% 33.51%
FCF / EBITDA(15) % 114.22% 54.81% 61.04% 63.75% 83.08%
Cash Conversion Days (23) (21) (24) (18) (10)
Cycle(16)
ROE(17) % 10.44% 15.12% 42.65% 38.05% 32.88%
Adjusted ROE(18) % 10.65% 13.97% 49.68% 33.25% 29.02%
Net Debt(19) ₹ (3,475.69) (1,683.52) (2,662.06) (1,679.77) (3,802.26)
million
Net Debt to Number (0.22) (0.17) (0.17) (0.17) (0.31)
Equity Ratio(20) of times
Net Debt to Number (1.52) (0.79) (0.33) (0.27) (0.67)
EBITDA Ratio(21) of times
Fixed Assets Number 2.31 2.12 8.37 9.07 7.76
Turnover Ratio(22) of times
Net Working ₹ 1,550.77 923.38 1,778.29 806.30 2,915.34
Capital(23) million
Net Working Number 11 7 13 5 22
Capital Days(24) of Days
Notes: *Not annualized except where specifically mentioned.
(1)
Value added Revenue (VAR) means revenue from operations after excluding the cost of substrates.
(2)
VAR Growth (%) is calculated as VAR for the current period/Fiscal minus VAR for the previous period/Fiscal as a
percentage of VAR for the previous period/Fiscal.
(3)
EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as restated profit for the
period/year plus total tax expense, finance cost, depreciation and amortization expense minus other income.
(4)
EBITDA Growth (%) is calculated as EBITDA for the current period/fiscal less EBITDA for the previous period/fiscal as a
percentage of EBITDA for the previous period/Fiscal.
(5)
EBITDA Margin (%) (Basis Revenue from Operations) is calculated as EBITDA as a percentage of revenue from operations.
(6)
EBITDA Margin (%) (Basis VAR) is calculated as EBITDA as a percentage of VAR.
(7)
PAT / Profit After Tax refers to Restated profit for the period/year as appearing in the Restated Consolidated Financial
Information.
(8)
PAT Growth (%) is calculated as PAT for the current period/Fiscal less PAT for the previous period/Fiscal as a percentage
of PAT for the previous period/Fiscal.
(9)
PAT Margin (%) or PAT Margin (%) (Basis Revenue from Operations) is calculated as Restated profit for the period/year
as a percentage of Revenue from Operations.
(10)
PAT Margin % (Basis VAR) is calculated as Restated profit for the period/year as a percentage of VAR.
(11)
Refers to Adjusted Restated Profit for the period/Year (“Adjusted PAT”) and is calculated as Restated profit for the
period/year less other income (net of tax).
(12)
Adjusted PAT Margin (%) (Basis Revenue from Operations) is calculated as Adjusted PAT as a percentage of revenue from
operations.
(13)
Adjusted PAT Margin (%) (Basis VAR) is calculated as Adjusted PAT as a percentage of VAR.
(14)
Return on Capital Employed is calculated as earnings before interest and taxes (EBIT) as a percentage of Capital Employed.

73
EBIT is calculated as Restated profit for the period/year plus finance cost plus total tax expense less other income. Capital
employed is calculated as sum of Total Equity, Total Debt (including lease liabilities), Deferred tax liabilities minus
Intangible assets, Deferred tax assets, Capital redemption reserve, Capital Reserve on Business Combination and Capital
reserve.
(15)
Free cash flow (“FCF”) / EBITDA is calculated as FCF divided by EBITDA. FCF is calculated as net cash flow from
operating activities less capital expenditure.
(16)
Cash Conversion Cycle is calculated as the sum of Receivable Days and Inventory Days less Payable Days, rounded to the
nearest whole number. Receivable Days is calculated as average trade receivables divided by (revenue from operations
divided by 365 for Fiscals or 91 for three months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the
nearest whole number. Inventory Days is calculated as average inventories divided by (cost of goods sold divided by 365 for
Fiscals or 91 for three months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number.
Cost of goods sold comprises Cost of Materials Consumed, Purchases of Stock in Trade and Changes in inventories of
finished goods, semi-finished goods and Stock in trade. Payable Days is calculated as average trade payables divided by
(total purchases divided by 365 for Fiscals or 91 for three months ended June 30, 2025 and June 30, 2024 (as applicable)),
rounded to the nearest whole number. Purchases includes purchase of stock-in-trade, raw materials and packing materials.
Average Trade payable included payables for purchases and vendor bill financing.
(17)
Return on Equity is calculated as restated profit for the period/year divided by Average Equity. Average Equity is calculated
as average of the total equity at the beginning and at the end of the relevant period/fiscal. Total equity refers to the sum of
Equity attributable to owners of Parent and Non-Controlling Interest.
(18)
Adjusted Return on Equity (“Adjusted ROE”) is calculated as Adjusted PAT divided by adjusted average equity. Adjusted
average equity is calculated as the average of adjusted closing equity and opening equity. Adjusted closing equity is
calculated as closing equity less exceptional items.
(19)
Net Debt is calculated as Total Debt (including Lease Liabilities) less cash and cash equivalents.
(20)
Net Debt to Equity Ratio is calculated as Net Debt divided by Total Equity.
(21)
Net Debt to EBITDA Ratio is calculated as Net Debt divided by EBITDA.
(22)
Fixed Assets Turnover Ratio is calculated as Revenue from operations divided by Average Net Fixed Assets. Average Net
Fixed Assets is calculated as average of opening and closing balance of Property, Plant and Equipment and Capital work-
in-progress as per the Restated Consolidated Financial Information.
(23)
Net Working Capital is calculated as Current Assets (excluding assets classified as held for sale and receivables related to
sale of investment in Motocare India Private Limited classified under Other financial assets) less Current Liabilities
(excluding liabilities relating to assets held for sale), as per Restated Consolidated Financial Information.
(24)
Net Working Capital Days is calculated as 365 (for Fiscals) or 91 (for three months ended June 30, 2025 and June 30, 2024),
multiplied by Net Working Capital turnover, rounded off to zero decimals. Net working capital turnover is calculated as Net
Working Capital divided by Revenue from Operations.

Our success depends on our ability to effectively manage our business and implement our strategies. As
part of our growth strategies, we plan to capture market opportunities from tightening emission standards,
capitalize on trends toward premiumization, SUVs, EVs and hybrids, continue strategic localization,
position our operations in India as an export hub, continue to focus on R&D and innovation and further
leverage efficiencies and cross-selling opportunities across business divisions. For further details, see
“Our Business – Our Strategies” on page 284.

Pursuing our growth strategies may expose us to certain risks, including difficulties arising from
operating a larger and more complex organization; the possibility of inefficient allocation of
management, technology and other resources across our organization; ineffective competition with
competitors; the failure to increase our production capacity; insufficient financing for expected capital
expenditures or failure to control our costs; unexpected delays in completing projects or acquisitions;
delays in the granting of regulatory approvals; and unforeseen legal, regulatory, property, workforce or
other issues. In addition, the trends in tightening emissions standards and customer preferences for more
premium products, SUVs and hybrids may not continue.

Our export strategy faces challenges due to global economic conditions, tariff structure changes, and
regulatory compliance requirements. Changes in international trade policies and tariffs can impact the
cost-effectiveness of exporting our products. For instance, new tariffs or trade barriers imposed by
countries where we export could increase costs and reduce competitiveness. 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. and, as of the date of this Red Herring Prospectus, have not
received any customer requests for price or volume reductions attributable to the tariff increase. See also
“—Changes in international trade policies, geopolitics and trade tariffs, export controls, economic or
trade sanctions may materially and adversely affect our business, financial condition and results of
operations” on page 85. Exporting to new markets requires compliance with diverse regulatory
standards, which can be complex and costly. Failure to meet these standards could limit our ability to
penetrate new markets or expand in existing ones.

74
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. Further, we expect our growth strategies to place significant
demands on our management, financial and other resources and require us to continue developing and
improving our operational, financial and other internal controls. We cannot assure you that our existing
or future management, operational and financial systems, procedures and controls will be adequate to
support future operations or establish or develop business relationships beneficial to future operations.
Failure to manage growth effectively could have an adverse effect on our business, financial condition,
results of operations and cash flows.

12. Our Clean Air & Powertrain Solutions division contributed 56.28%, 60.60%, 57.51%, 65.90%, and
62.98% of our revenue from operations for the three months ended June 30, 2025 and 2024 and
Fiscals 2025, 2024 and 2023, respectively, and is subject to electrification risks that affect the
automotive industry generally, which could reduce the demand for internal combustion engine
vehicles and in turn the demand for our products.

Our future performance is closely tied to our ability to navigate the industry-wide shift from internal
combustion engines (“ICE”) to electrification. While our Advanced Ride Technologies products are
used in ICE, electric vehicles (“EVs”) and hybrid vehicles, our Clean Air & Powertrain Solutions
division primarily operates within the ICE and hybrid segments of the automotive market.

The table below sets forth the breakdown of our VAR and revenue from operations by business division
for the periods/Fiscals indicated:

For the three months ended June 30, 2025 For the three months ended June 30, 2024
Revenue
% of revenue Revenue from % of revenue
VAR from VAR
% of VAR from % of VAR operations from
(₹ millions) operations (₹ millions)
operations (₹ millions) operations
(₹ millions)
Business Division
Clean Air & 6,044.11 51.81% 7,234.96 56.28% 5,842.26 53.85% 7,700.74 60.60%
Powertrain
Solutions
Advanced 5,621.25 48.19% 5,621.25 43.72% 5,006.98 46.15% 5,006.98 39.40%
Ride
Technologies
Total 11,665.36 100% 12,856.21 100% 10,849.24 100% 12,707.72 100%

For Fiscal 2025 For Fiscal 2024 For Fiscal 2023


Revenue Revenue Revenue
% of % of % of
VAR from VAR from VAR % of from
% of revenue % of revenue revenue
(₹ operations (₹ operations (₹ total operations
VAR from VAR from from
millions) (₹ millions) (₹ millions) VAR (₹
operations operations operations
millions) millions) millions)
Business Division
Clean Air & 23,019.60 52.55% 28,122.69 57.51% 24,041.02 56.32% 36,031.07 65.90% 21,149.79 54.20% 30,403.47 62.98%
Powertrain
Solutions
Advanced 20,781.61 47.45% 20,781.61 42.49% 18,645.05 43.68% 18,645.05 34.10% 17,870.21 45.80% 17,870.21 37.02%
Ride
Technologies
Total 43,801.21 100.00% 48,904.30 100.00% 42,686.07 100.00% 54,676.12 100.00% 39,020.00 100.00% 48,273.68 100.00%

While the CRISIL Report anticipates that in India sales of EVs in the PV market will account for only
15% to 20% of total passenger car sales by Fiscal 2030, and EV adoption in the heavy commercial vehicle
segment will be negligible in the near future, regulatory actions, changing customer preferences and
artificial intelligence (“AI”) advancements in autonomous driving and battery improvements may
accelerate the transition toward EVs and away from ICE vehicles, which could reduce the demand for
our Clean Air & Powertrain Solutions products. Moreover, any shift from diesel engines in PVs and CVs
to gasoline or compressed natural gas could reduce content per vehicle (“CPV”) and demand for our
Clean Air Solutions products. While our business was not materially adversely impacted by the shift
from ICE to electrification in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023,
electrification risks may affect the automotive industry generally, which could reduce the demand for
internal combustion engine vehicles and in turn the demand for our products, and we cannot provide

75
assurance that such shifts will not have an adverse impact on our revenue, results of operations, financial
condition, cash flows, and prospects.

13. 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 and
2024 and Fiscals 2025, 2024 and 2023 our purchases of raw materials from our top ten suppliers for
the respective periods/Fiscals contributed to 31.54%, 31.22%, 30.18%, 39.52%, and 42.47% of our raw
material purchases (net), respectively. For certain of our components such as pressed parts, electrodes
and bimetal strips, we are dependent on a single supplier. Interruptions in the supply of raw materials
and components could adversely affect our ability to manufacture our products, execute our projects
and consequently our business and results.

We depend on our suppliers for our raw materials, such as steel, ceramics and substrates, and certain
components, such as pressed parts, electrodes and bimetal strips, to manufacture our products. Although
we seek to purchase the raw materials used in our manufacturing process from more than one supplier,
we source some components such as pressed parts, electrodes and bimetal strips from a single supplier
for specific product categories because (i) alternative sources are not readily available, (ii) the
relationships with those third-party suppliers are more advantageous due to their performance, quality,
support, delivery, capacity, existing relationships or price considerations, or (iii) it is not economical to
create different tooling or conduct multiple engineering tests for multiple suppliers. Accordingly, we are
exposed to the risk that a supplier of one of our key components may be unable to supply enough products
to meet our demand. In the event of a disruption of supplies, we may be unable to source such supplies
from alternative suppliers on similar commercial terms and within a reasonable timeframe. Moreover,
changes in a supplier may require our customers’ approval, which may entail product validation and
testing, as well as substantial new investment in sourcing the components.

The table below sets forth our costs to purchase raw materials (including commodities and components)
including the cost of substrates attributable to our top, top 5 and top 10 suppliers for the periods/Fiscals
stated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount % of raw Amount % of raw % of raw % of raw % of raw
Particulars Amount Amount Amount
(₹ material (₹ material material material material
(₹ (₹ (₹
millions) purchases millions) purchases purchases purchases purchases
millions) millions) millions)
(net) (net) (net) (net) (net)
Purchases 455.37 5.43% 489.39 5.98% 1,516.92 4.84% 4,551.18 12.01% 5,492.94 15.88%
of raw
material
attributable
to our top
supplier
Purchases 1,715.22 20.47% 1,682.85 20.56% 5,882.42 18.78% 11,557.43 30.51% 11,080.47 32.02%
of raw
material
attributable
to our top
five
suppliers
Purchases 2,642.47 31.54% 2.555.19 31.22% 9,452.77 30.18% 14,969.96 39.52% 14,695.46 42.47%
of raw
material
attributable
to our top
ten
suppliers

76
The table below sets forth our costs to purchase raw materials (including commodities and components)
excluding the cost of substrates attributable to our top, top 5 and top 10 suppliers for the periods/Fiscals
stated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount % of raw Amount % of raw % of raw % of raw % of raw
(₹ material (₹ material material material material
millions) purchases millions) purchases purchases purchases purchases
Particulars Amount Amount Amount
(net) (net) (net) (net) (net)
(₹ (₹ (₹
excluding excluding excluding excluding excluding
millions) millions) millions)
purchase purchase purchase purchase purchase
of of of of of
substrates) substrates substrates substrates substrates
Purchases 382.16 5.40% 346.51 5.29% 1,477.08 5.62% 1,210.50 4.62% 1,015.27 4.08%
of raw
material
excluding
purchase of
substrates
attributable
to our top
supplier
Purchases 1,199.44 16.96% 1,138.78 17.38% 4,694.71 17.86% 4,237.84 16.17% 4,292.73 17.25%
of raw
material
excluding
purchase of
substrates
attributable
to our top
five
suppliers
Purchases 1,975.80 27.94% 1,792. 27.36% 7,507.21 28.57% 6,953.01 26.52% 7,211.92 28.99%
of raw 77
material
excluding
purchase of
substrates
attributable
to our top
ten
suppliers

The following table sets forth the number of suppliers of raw materials and substrates for the
periods/Fiscals indicated:

Three months ended June 30,


Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 2024
Number of suppliers of 485 494 548 555 625
raw materials
Number of suppliers of 21 20 22 20 25
substrates

We select suppliers (other than suppliers of customer directed components including substrates) based
on capability including their production capacities and financial condition. However, capacity
limitations, industry shortages, labor or social unrest, natural disasters or other problems that our
suppliers experience, including their financial or operational instability, may cause shortages or delays
in their supply, which could disrupt our manufacturing processes and prevent us from delivering products
to our customers. This also applies to suppliers of substrates, though we are not responsible for selecting
them. While we did not experience material supply disruptions in the three months ended June 30, 2025
and Fiscals 2025, 2024 and 2023, any such disruptions could harm our reputation and business and result
in additional costs such as exceptional transportation costs and costs related to finding alternative
suppliers within constrained timelines, which could adversely impact our financial condition.

77
14. In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, our cost of raw
materials consumed from imported sources contributed to 16.95%, 26.36%, 16.46%, 29.59%, and
26.46% of our cost of raw material consumed, respectively. We are therefore exposed to international
supply chain risks and any changes in the political relationship between India and such countries or
the implementation of laws and policies affecting supplier relationships could adversely affect our
ability to manufacture our products, execute our projects and consequently our business and results.

We source the majority of parts and materials from suppliers based in India. However, we also import
raw materials and components from several countries including, but not limited to, the USA, Spain,
China, Germany, Republic of Korea, North Macedonia, Belgium, Czech Republic, Italy and Mexico.
Negative incidents involving regions where we import our raw materials from may materially impede
our supply chain and operations.

The table below sets forth the breakdown of our cost of materials consumed from domestic and imported
sources for the periods/Fiscals indicated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Cost of Cost of % of cost Cost of Cost of Cost of
Particulars % of cost of % of cost of % of cost of % of cost of
materials materials of materials materials materials
materials materials materials materials
consumed consumed materials consumed consumed consumed
consumed consumed consumed consumed
(₹ millions) (₹ millions) consumed (₹ millions) (₹ millions) (₹ millions)
Domestic 6,878.23 83.05% 6,240.67 73.64% 26,575.81 83.54% 27,004.14 70.41% 24,982.43 73.54%
Imported 1,404.06 16.95% 2,233.63 26.36% 5,237.59 16.46% 11,350.90 29.59% 8,986.49 26.46%
Total 8,282.29 100.00% 8,474.30 100.00% 31,813.40 100.00% 38,355.04 100.00% 33,968.92 100.00%

The table below sets forth the country-wise breakdown of our imported raw material purchases (net) for the
periods/Fiscals indicated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Country Imported % of Imported % of Imported % of Imported % of Imported % of
raw imported raw imported raw imported raw imported raw imported
material raw material raw material raw material raw material raw
purchases material purchases material purchases material purchases material purchases material
(net) purchases (net) purchases (net) purchases (net) purchases (net) purchases
(₹ millions) (net) (₹ millions) (net) (₹ millions) (net) (₹ millions) (net) (₹ millions) (net)
19.05% 18.41% 1,162.96 21.91% 10.46% 11.21%
USA 293.96 355.70 1,147.74 1,214.21
1.92% 24.77% 977.58 18.42% 23.01% 48.28%
Spain 29.61 478.40 2,524.45 5,230.15
15.70% 13.18% 973.42 18.34% 7.70% 8.20%
China 242.27 254.51 845.37 888.62
32.86% 22.14% 699.53 13.18% 46.53% 19.67%
Germany 507.08 427.59 5,105.94 2,130.29
Republic of 5.93% 2.62% 312.83 5.89% 2.56% 3.28%
Korea 91.48 50.69 281.27 355.81
24.54% 18.88% 1,181.31 22.26% 1,067.58 9.74% 1,013.45 9.36%
Others(1) 378.97 364.82
1,543.37 100.00% 100.00% 5,307.63 100.00% 10,972.35 100.00% 10,832.53 100.00%
Total 1,931.71
Note: In descending order based on Fiscal 2025.
(1) Other countries we import from include Belgium, Brazil, Canada, Czech Republic, France, Italy, Japan, Malaysia, Mexico, Netherlands,
North Macedonia, Poland, Republic of Turkey, Singapore, South Africa, Thailand, and United Kingdom.

Additionally, for some materials such as steel, our domestic suppliers also import the material from their
own end suppliers or suppliers as directed by us. Importing supplies exposes us and our suppliers to
changes in the political relationship between India and such countries or the implementation of laws and
policies affecting supplier relationships.

For example, in April 2025, China imposed export restrictions on certain rare earth metals that are critical
for manufacturing our ignition products, requiring exporters to obtain licenses. While our suppliers may
have applied for the necessary licenses, any delay in their obtaining the necessary approvals may increase
our supply costs, disrupt our production and adversely impact our operations. Similarly, the Government
of India’s ban on the import of steel weld wire or special fasteners in Fiscals 2025 and 2024 required us
to switch to a local supplier for these products in Fiscal 2025. In addition, in Fiscal 2024, our supply
schedules were impacted by attacks on commercial vessels through the Suez Canal by the Houthi rebels.

78
As a result, ships had to take longer routes, which increased delivery times. This required close
collaboration with our component suppliers and customers to effectively manage our supply chain and
we had to reschedule production and resort to air freighting parts to ensure timely delivery. While these
alternate arrangements did not result in any material financial impact on us in the three months ended
June 30, 2025 and Fiscals 2025, 2024 and 2023, there is no assurance that such future changes in political
relationships or implementation of laws and policies affecting supplier relationships will not materially
affect our revenue, results of operations, financial condition, cash flows, and prospects.

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

Our business operations, including our Registered Office, Corporate Office, manufacturing facilities
(other than the Chakan Sealings Facility), warehouses and R&D centers are located on leased land. The
table below set forth our lease costs for the periods/Fiscals indicated:

Three months Three months


For Fiscal For Fiscal For Fiscal
Particulars period ended period ended
2025 2024 2023
June 30, 2025 June 30, 2024
Lease costs (₹ 18.79 15.03 58.31 53.17 38.15
million)

The details of our leased Registered Office and Corporate Office and manufacturing facilities are set
forth in the table below:

Name of Nature/Purpose of the Name of the Period of Related party


Address
the Entity property Lessor lease lessor
1 Tenneco Registered Office and RNS2, Renault & Nissan State 99 years No
Clean Air Chennai Facility Supplier Park, SIPCOT Industries
India Industrial Park, Promotion
Limited Oragadam Industrial Corporation
Corridor, Sriperumbudur of Tamil
Taluk Kancheepuram – Nadu
602 105, Tamil Nadu, Limited
India (SIPCOT)
2 Corporate Office Paras Twins Towers, Federal - 11 months Yes
10th floor Tower-B, Mogul
Village – Haiderpur Goetze
Viran, Sector- (India)
54,Gurgaon – 122 002, Limited(1)
Haryana, India,
3 Pithampur Facility Plot No 81, Smart M.P. 99 years No
Industrial Park, Near Industrial
Natrip, Pithampur – 454 Development
774, Madhya Pradesh, Corporation
India Limited
4 Chakan II Facility Gat No. 278/1/A Village- Regal 7 years No
Nighoje, Khed Taluka, Leasers and
Pune – 410 501, Infra
Maharashtra, India Developers
5 Chakan I Facility G6, Chakan Industrial Maharashtra 95 years No
Area, Phase - III, MIDC, Industrial
Kuruli, Khed taluka, Development
Pune - 410 501, Corporation
Maharashtra India
6 Federal- Bhiwadi Facility SP-812/B-1&2 RIICO Rajasthan 99 years No
Mogul Industrial Area, Phase State
Ignition III, Industrial
Products Bhiwadi – 301 019, Development
India Rajasthan, India and
Limited Investment
Corporation
Ltd.
7 Federal- Parwanoo Facility Plot No.3, 4 and 5, Secretary 95 years No
Mogul Sector-II, Parwanoo, cum-Chief
Bearings Tehsil Kasaull, Solan – Engineer, HP

79
Name of Nature/Purpose of the Name of the Period of Related party
Address
the Entity property Lessor lease lessor
India 173 220, Himachal Housing
Limited Pradesh, India Board
8 Tenneco Hosur Facility 122, SIPCOT Industrial State 99 years No
Automotive Complex, Phase-I, Industries
India Hosur – 635 126, Tamil Promotion
Private Nadu, India Corporation
Limited of Tamil
Nadu Ltd.
9 Puducherry Facility Plot No. B-80-84 and B- Pondicherry 72 years No
91-95, 12th cross, 3rd Industrial
Main Road, PIPDIC Promotion
Industrial Estate, Development
Mettupalayam – 605 and
009, Puducherry, India. Investment
Corporation
Limited
10 Chakan ART Facility Gat No. 864 & 865, Ramdas 5 years No
Village Nighoje, Baban
Khed Taluka, Pune – 410 Yelwande
501, Maharashtra, India and others.
11 Sanand Facility Plot no AV- 35 Sanand- Gujarat 99 years No
II Industrial Estate, Industrial
Ahmedabad – 382 170, Development
Gujarat, India Corporation
12 Bawal Facility Plot no. 321, Sector -3, Haryana NA No
Phase-II, Growth Centre, State
HSIIDC, Bawal – 123 Industrial
501, Rewari, Haryana, and
India Infrastructure
Development
Corporation
Ltd.
(1)
Federal - Mogul Goetze (India) Limited is a Group Company and a member of our Promoter Group.

The terms of most of our lease agreements range from 11 months to 99 years with restricted rights to
terminate in most leases, and are subject to a lock-in period and renewal options available to us. In
addition, as of June 30, 2025, we leased 12 warehouses in India, comprising three warehouses for the
Clean Air Solutions business located in Bhopal (Madhya Pradesh), Anantapur (Andhra Pradesh), and
Pithampur (Madhya Pradesh), three warehouses for the Advanced Ride Technologies business (one
located in Chennai (Tamil Nadu), and two in Hosur (Tamil Nadu)), four warehouses for ignition products
located in Chennai (Tamil Nadu), Haridwar (Uttarakhand), Halol (Gujarat), and Anantapur (Andhra
Pradesh), and two for bearing products located in Pune (Maharashtra) and Chennai (Tamil Nadu). While
there are currently no instances of non-compliance with the terms of our lease agreements, any future
non-compliance may lead to the termination of such leases. Any change in the terms and conditions and
any premature termination of such lease agreements may have an adverse impact on our operations. For
details on the location of properties, see “Our Business – Our Properties” on page 318.

For risk in relation to manufacturing units leased to us by industrial development corporations please
see, “– Nine out of our 12 manufacturing facilities operate on industrial land allotted to us by
industrial development corporations. Failure to comply with the conditions of use of such land could
result in an adverse effect on our business, results of operations and financial condition.” on page 98.

Any adverse impact on the title, ownership rights, or development rights of the owners from whose
premises we operate, breach of the contractual terms of any lease, leave and license agreements, or any
inability to renew such agreements on acceptable terms may also affect our operations. In addition, the
terms of certain leases require us to obtain the lessor’s prior consent for certain actions such as making
structural alterations to the leased premises, which may be required if we were to undertake an expansion
in the future. There can be no assurance that we will be able to renew these leasing arrangements on
commercially favorable terms, or at all. If we are unable to renew all or any of our leasing arrangements,
it may cause disruptions in our business and we may incur substantial costs associated with relocating to
new premises, all of which may adversely affect our business operations.

There is no central title registry for land property in India and the documentation of land records in India
has not been fully computerized. Property records in India are generally maintained at the state and
district level and in local languages, and are updated manually through physical records, which may not

80
be updated in a timely manner, may be illegible, untraceable, incomplete or inaccurate in certain respects.
Title may also suffer from irregularities, such as non-execution or non-registration of conveyance deeds
and inadequate stamping. For instance, the premises where our Bawal Facility is located (“Land”) was
allotted to our Material Subsidiary, TAIPL, vide a letter of allotment dated July 6, 2007 issued by the
Haryana State Industrial and Infrastructure Development Corporation Ltd. (“HSIIDC”), which was
accepted by TAIPL on September 21, 2007. Thereafter, TAIPL and HSIIDC entered into an agreement
dated September 21, 2007, pursuant to which TAIPL accepted the offer of allotment of the Land for the
payment of consideration, as specified in the said agreement, together with the interest on a deferred
basis. Subsequently, TAIPL has also obtained the occupation certificates in relation to the Land from
HSIIDC. While TAIPL has paid the entire consideration for the Land, with the final installment paid on
December 30, 2009, it has not as on date entered into a deed of conveyance for the Land with HSIIDC
as the conveyance deed could not be executed at the time of payment of the final installment due to a
combination of administrative and legal transitions within TAIPL at the time, including several changes
in its board of directors and certain corporate restructuring related changes. These changes required
updates to be reflected in various statutory records, approvals, and registrations, impacting the ability to
execute the conveyance deed in a timely manner. While TAIPL has submitted an application dated
October 6, 2025 with the HSIIDC for the completion of necessary formalities, we cannot assure you that
the deed of conveyance will certainly be executed and registered in favor of TAIPL. Presently, pending
the execution of the deed of conveyance, the Land is classified as a ‘leasehold’ property, however there
is no written lease agreement in existence between TAIPL and HSIIDC. In the event of any dispute
regarding right of ownership or otherwise, title and possession of the Land, we cannot assure you TAIPL
would be able to successfully defend or establish its rights and/or title over the Land. If TAIPL is
dispossessed from the Land, there is no assurance that the consideration will be refunded, and that we
will find an alternate land in the same vicinity and with similar favourable commercial terms, or at all,
and it may be time consuming and operationally challenging for us to move to the alternate location,
which all shall adversely affect our business operations, results of operations, cash flows and financial
condition.
16. There are outstanding legal proceedings involving our Company, Subsidiaries and Directors. Any
adverse outcome in such proceedings may have an adverse impact on our reputation, business,
financial condition, results of operations and cash flows.

Certain legal proceedings involving our Company, Subsidiaries and certain of our Directors are pending
at different levels of adjudication before various courts, tribunals and authorities. In the event of adverse
rulings in these proceedings or consequent levy of penalties, we may need to make payments or make
provisions for future payments, which may increase expenses and current or contingent liabilities.

A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors,


Promoters, KMPs and SMPs, as applicable as on the date of this Red Herring Prospectus in accordance
with the Materiality Policy adopted by our Board, as disclosed in “Outstanding Litigation and Material
Developments” beginning on page 548, is provided below:

As of the date of this Red Herring Prospectus, there are no outstanding litigation proceedings involving
our Group Companies, the outcome of which could have a material impact on our Company.

Disciplinary
actions by
SEBI or the
Stock
Exchanges Material
Aggregate
Statutory against the civil
amount
Criminal or Promoters litigation
Name Tax claims involved
proceedings regulatory in the last as per the
(in ₹
actions five Materiality
million)(1)
Financial Policy
Years,
including
outstanding
action
Company
By our Company 1 Nil NA NA Nil 0.50
Against our Company Nil 14 1 NA Nil 399.46

81
Disciplinary
actions by
SEBI or the
Stock
Exchanges Material
Aggregate
Statutory against the civil
amount
Criminal or Promoters litigation
Name Tax claims involved
proceedings regulatory in the last as per the
(in ₹
actions five Materiality
million)(1)
Financial Policy
Years,
including
outstanding
action
Subsidiaries(2)
By our Subsidiaries 5 Nil NA NA Nil 194.49
Against our Subsidiaries Nil 64 3 NA Nil 775.10
Promoters
By our Promoters Nil Nil NA Nil Nil Nil
Against our Promoters Nil Nil Nil Nil Nil Nil
Directors
By our Directors Nil Nil NA NA Nil Nil
Against our Directors 1 Nil Nil NA Nil Nil
Key Managerial
Personnel/members of
Senior Management
By our Key Nil NA NA NA NA Nil
Managerial Personnel
and members of
Senior Management
Against our Key 1 NA Nil NA NA Nil
Managerial Personnel
and members of
Senior Management
Group Companies(3)
Outstanding litigation
which may have a
Nil
material impact on our
Company
(1) Inclusive of interests and penalties, to the extent quantifiable.
(2) This does not include matters disclosed under “Outstanding Litigation and Material Developments- Litigation involving our Subsidiaries-

Compounding applications involving our Subsidiaries” on page 536.


(3) While there are no outstanding litigations involving the Group Companies which may have a material impact on our Company, see

“Outstanding Litigation and Material Developments – Other pending litigation involving our Group Company, Federal-Mogul Goetze
(India) Limited” on page 538 for certain matter relating to one of our Group Companies.

Three of our Subsidiaries, namely Federal-Mogul Ignition Products India Limited, TAIPL and Federal-
Mogul Bearings India Limited have received show cause notices in relation to certain matters, by the
Rajasthan State Pollution Control Board, Industrial Safety and Health Joint Director Office, Hosur and
Himachal Pradesh State Pollution Control Board, respectively. These matters are currently pending
against the relevant Subsidiaries. For further details, see “Outstanding Litigation and Material
Developments – Litigation involving our Subsidiaries – Actions by statutory and regulatory authorities
involving our Subsidiaries” on page 536. We cannot assure you that no adverse action would be taken
by such authorities, including inter alia fine, penalties, withdrawal or revocation of consents to operate,
against the relevant Subsidiaries. Further, there is an appeal before the Hon’ble Supreme Court of India
against Pegasus Holdings III LLC, in relation to an order passed by the Securities Appellate Tribunal
concerning the open offer for the shares of one of our listed Group Companies, Federal-Mogul Goetze
(India) Ltd. (“FMGIL”). For further details, please see “Outstanding Litigation and Material
Developments – Other pending litigation involving our Group Company, Federal-Mogul Goetze
(India) Limited” on page 538. Further, FMGIL received a summons dated March 7, 2025 under Section
37 of the Foreign Exchange Management Act, 1999 from Directorate of Enforcement, Gurgaon Zonal
Office, Haryana (“ED”) seeking inter alia details of the export and import transactions of the company
from 2018 till 2025. FMGIL has submitted its response to ED and will provide further details, as

82
required. The matter is on-going and as on date of this Red Herring Prospectus, no show cause notice
has been received by FMGIL in this regard.

We cannot guarantee that any of the outstanding litigation matters involving us and certain of our
Directors will be settled favorably or that no additional liabilities will arise out of these proceedings or
will not have a material effect on our business, financial condition, results of operations, cash flows and
prospects.

Further, there may be certain outstanding matters for which the aforementioned parties may not have
been served with summons or relevant case documents, which may result in adverse findings against us.
There can be no assurance that such complaints, claims or requests for information will not result in
investigations, enquiries or legal actions by any regulatory authority or third parties against us. An
adverse outcome in any of these proceedings, either individually or in aggregate, may affect our
reputation, business operations, cash flows, financial condition, results of operations and prospects.

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

Our Promoters collectively hold 392,521,185 Equity Shares representing 97.25% of our issued,
subscribed and paid-up Equity Share capital on a fully diluted basis. Upon completion of the Offer, our
Promoters, together, will continue to hold a majority of our post-Offer Equity Share capital. For details
of the Equity Shares held by our Promoters, see “Capital Structure – Notes to the Capital Structure –
History of build-up of Promoters’ shareholding in our Company” on page 153. By virtue of their
shareholding, our Promoters (to the extent that they hold Equity Shares of our Company) will have the
ability to exercise significant control and influence over our Company and our affairs and business,
including the composition of our Board of Directors, the adoption of amendments to our certificate of
incorporation, the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially
all of our assets, and the policies for dividends, lending, investments and capital expenditures. The
interests of our Promoters may be different from or conflict with the interests of our other shareholders
in material aspects. While the actions carried out by our Company after listing will be subject to Board
and Shareholder approval, as required under the Companies Act, and the SEBI Listing Regulations, we
cannot assure you that our Promoters will act to resolve any conflicts of interest in our favour and any
such conflict may adversely affect our ability to execute our business strategy or to operate our business.
For further information in relation to the interests of our Promoters in the Company, see “Our Promoters
and Promoter Group” beginning on page 361.

18. Our Promoters and certain of our Group Companies are in a similar line of business as us which may
involve conflict of interests, which could adversely impact our business.

While exercising their rights as our Shareholders, our Promoters may consider the interest of all their
subsidiaries and affiliates, which may not align with our interests. Our Promoters may be involved in
other ventures which are engaged in similar line of activities or business as that of our Company. Our
Promoters may also be interested to the extent of any transactions or business arrangements entered into
by our Company or such Promoters or other entities in which our Promoters hold equity shares or have
any interest with respect to such ventures. As on the date of this Red Herring Prospectus, our Promoters
are not engaged with any other businesses that competes with our Company’s business in India. Further,
certain of our Group Companies operate in the automotive industry like our Company. However, (i) such
Group Companies manufacture products which are different from the products manufactured by our
Company, and/or (ii) they operate in jurisdictions outside India and do not have any customers in India
other than through our Company. There are no restrictions on our Promoters undertaking competing
activities in the future and there is no assurance that conflicts of interest will not arise between us and
our Promoters and certain of our Group Companies which could negatively impact our business and
prospects. For further details on risks related to related party transactions, see “—We are dependent on
Motocare India Private Limited (“Motocare”), an indirect subsidiary of Tenneco LLC and one of our
Group Companies for sales to the aftermarket. We also enter into other related-party transactions with
entities in the Tenneco Group in the ordinary course and may continue to do so in the future. We
cannot assure you that we could not have achieved more favorable terms had such transactions not
been entered into with related parties, which may adversely affect our business and results of
operations.” on page 67.

83
For further details of the arrangement with Group Companies, see “Our Group Companies - Related
business transactions within our Group Companies and significance on the financial performance of
our Company” on page 375.

19. We and our Promoters are potentially subject to laws related to anti-corruption, anti-bribery, anti-
money laundering, financial and applicable primary and secondary economic sanctions and similar
laws of the US and EU or other jurisdictions, and non-compliance with such laws can subject us to
administrative, civil and criminal fines and penalties, all of which could adversely affect our business,
prospects, financial condition, results of operations, and cash flows.

Our Promoter and us are potentially subject to anti-corruption, anti-bribery, anti-money laundering, and
similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct
activities, including the Prevention of Money Laundering Act, 2002, Prevention of Corruption Act, 1988,
U.S. Foreign Corrupt Practices Act (“FCPA”), and other appliable anti-corruption laws and regulations.
Such laws prohibit us and our officers, directors, employees and business partners acting on our behalf,
including agents, from corruptly offering, promising, authorising or providing anything of value to a
“foreign official” for the purposes of influencing official decisions or obtaining or retaining business or
otherwise obtaining favourable treatment. Such laws also require companies to make and keep books,
records and accounts that accurately reflect transactions and dispositions of assets and to maintain a
system of adequate internal accounting controls. A violation of these laws or regulations could lead to
administrative, civil and criminal fines and penalties, collateral consequences or remedial measures
which may adversely affect our business, results of operations, financial condition and reputation. Our
Company was not subject to civil or criminal proceedings relating to such laws and regulations in the
three months ended June 30, 2025 and Fiscals 2025, 2024, and 2023. Our policies and procedures
designed to ensure compliance with these regulations may not be sufficient and our directors, officers,
employees, representatives, consultants, agents and business partners could engage in improper conduct
for which we may be held responsible.

Further, our Promoter and us are also subject to laws related to economic and financial sanctions. For
example, the U.S. government, including the U.S. Department of the Treasury’s Office of Foreign Assets
Control (“OFAC”) and the U.S. Department of State, administers and enforces certain laws and
regulations (“U.S. primary sanctions”) that impose restrictions upon activities or transactions within
U.S. jurisdiction with certain countries or territories, governments, or persons, including entities and
individuals, that are the target of U.S. primary sanctions (“U.S. Sanctions Targets”). Non-U.S. persons
generally are not automatically bound by U.S. primary sanctions, but to the extent they engage in
transactions involving a U.S. jurisdictional nexus such as involving U.S. persons or goods or services
obtained from the United States (such as, for example, a U.S. dollar payment that clears through a
correspondent account in the United States), they are required to comply with OFAC sanctions.
Violations of U.S. primary sanctions can result in substantial civil or criminal penalties. In addition to
primary sanctions, the United States also maintains “secondary sanctions”, which expose non-U.S.
parties to a range of U.S. sanctions for engaging in specified activities with certain U.S. sanctions targets,
including, for instance, as related to Iran, North Korea, and Russia. U.S. secondary sanctions are
maintained under a wide and growing range of statutes and executive orders. For example, non-U.S.
persons can be sanctioned for engaging in significant transactions with certain persons designated on
OFAC’s Specially Designated Nationals and Blocked Persons List (the “OFAC SDN List”). Secondary
sanctions apply to the conduct of non-U.S. parties, even if those non-U.S. parties engage in such conduct
without U.S. person support or participation, and even if those non-U.S. parties have no connections to
or operations in the United States. Non-U.S. parties that engage in sanctionable activities are potentially
subject to a number of secondary sanctions, including, among other things, designation on the OFAC
SDN List, which would prohibit U.S. persons from dealing in all property in which the sanctioned party
has an interest, including a prohibition on transactions or dealings within U.S. jurisdiction involving
securities of the sanctioned company. The EU also enforces certain laws and regulations that impose
restrictions upon nationals and entities of, and business conducted in, EU member states with respect to
certain activities or transactions with certain countries and governments, and also with respect to wider
ranges of activities involving so-called “designated” entities and individuals (such designated persons
being “EU Sanctions Targets” and, together with U.S. Sanctions Targets, “Sanctions Targets”). Other
supra-national and governmental entities also administer and enforce similar sanctions, including United
Nations Security Council resolutions and independent sanctions regimes as implemented and
administered by countries such as the United Kingdom, Canada and Australia. Our Company has
implemented policies and procedures designed to ensure compliance with applicable sanctions laws and

84
our Company was not subject to civil or criminal proceedings relating to sanctions violations in the three
months ended June 30, 2025 and Fiscals 2025, 2024 and 2023.

20. Changes in international trade policies, geopolitics and trade tariffs, export controls, economic or
trade sanctions may materially and adversely affect our business, financial condition and results of
operations.

Our business is exposed to international trade policies, geopolitical tensions and the imposition of tariffs,
export controls or economic sanctions, which are inherently unpredictable and beyond our control. In
particular, geopolitical tensions and economic sanctions may lead to restrictions on our product sales and
raw material procurement in certain countries, limiting our access to key markets. Changes in trade or
investment agreements could result in bans or limitations on our goods, thereby curbing our expansion
efforts. In addition, sanctions could strain our relationships with foreign partners and suppliers, adversely
affecting our international business. Additionally, heightened tensions may shift consumer preferences
in overseas markets toward domestically produced products, reducing demand for imported goods,
including ours. We may face increased tariffs on our products, driving up our products’ prices,
undermining our competitiveness and impacting our profit margins.

During the course of February and April 2025, U.S. President Donald Trump implemented tariffs on
several major trading partners, including India, Canada and the European Union, with a baseline of 10%
tariffs on all countries, including India and an additional individualized reciprocal higher tariff on the
countries with which the U.S. has the largest trade deficits. Subsequently, 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. and, as of the date of this Red Herring Prospectus, have not
received any customer requests for price or volume reductions attributable to the tariff increase. These
tariffs, together with countermeasures that have been or may be adopted by trading partners affected by
these tariffs are likely to disrupt global trade and increase volatility in financial markets, including stock,
currency and interest rate markets. Additionally, the Trump administration has announced and rescinded
multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate
effect of the tariffs on economic conditions.

The table below set forth the breakdown of our revenue from sales to the U.S., and as a percentage of
our revenue from operations for the periods/Fiscals indicated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount % of Amount % of % of % of % of
Particulars Amount Amount Amount
(₹ revenue (₹ revenue revenue revenue revenue
(₹ (₹ (₹
millions) from millions) from from from from
millions) millions) millions)
operations operations operations operations operations
Revenue 283.14 2.20% 155.74 1.23% 770.69 1.58% 616.85 1.13% 968.43 2.01%
from sales
to the U.S.

The imposition of these or any similar tariffs may adversely affect our business, results of operations,
cash flows and financial condition.

21. Pricing pressure from our customers or our inability to pass on costs to our customers, may materially
and adversely impact our revenue from operations and profitability.

OEMs in the automotive components industry may pursue aggressive and systematic price reduction
initiatives with their suppliers. Pressure from our customers to reduce our prices may affect our profit
margins in the future.

For example, we absorb discounts and price reductions sought by our customers from time to time in
order to remain competitive. The table below sets forth the amount of discounts, rebates, and credits
offered by us for the periods/Fiscals stated:

85
For the three months ended June 30,
For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Particulars Amount % revenue Amount % revenue Amount % revenue Amount % revenue Amount % revenue
(₹ from (₹ from (₹ from (₹ from (₹ from
millions) operations millions) operations millions) operations millions) operations millions) operations
Discount, 262.62 2.04% 682.97 5.37% 1,439.08 2.94% 989.83 1.81% 448.25 0.93%
rebates and
credits

To maintain profitability despite price reductions stemming from negotiations and external factors
beyond our control, we must reduce operating costs and increase operating efficiencies. As our business
is capital intensive, requiring us to maintain a large, fixed cost base, our profitability is dependent in part
on our ability to spread fixed costs over higher sales volume. However, we may not be able to spread
such fixed costs effectively as our customers generally negotiate for larger discounts in price as the
volume of their orders increases. If we are unable to offset customer price reductions in the future through
improved operating efficiencies, new manufacturing processes, sourcing alternatives and other cost
reduction initiatives, our results of operations and financial condition may be materially adversely
affected.

22. We are subject to strict performance requirements, including, but not limited to, the quality of our
products and delivery schedules, and failing to comply (including due to problems with our component
suppliers) may lead to cancellation of orders, product recalls, product liability claims, warranty claims,
litigation and other disputes and claims.

We are subject to strict quality standards imposed by our customers. Our failure to comply with those
standards, including as a result of our component suppliers’ failing to comply with their obligations to
us, could prevent us from delivering products to our customers or our customers rejecting the products
we deliver. Non-compliance with applicable quality standards could also result in our products failing to
perform as expected or being alleged to result in bodily injury, property damage or both. Such events
could expose us to warranty, product recall and product liability claims. We may also be held liable for
defects in the products we sell even if the defect originated with our suppliers. While a majority of our
contracts with suppliers include indemnification provisions for liabilities arising from product defects or
negligent or wrongful act or omission by the supplier, such recourse is subject to limitations set for the
contracts, and there is no assurance that we will be able to claim losses from suppliers due to product
liability claims or recalls resulting for defective supplies.

Some product warranties we provide to certain key customers may require us to bear the repair or
replacement costs of defective products, and indemnify customers against losses, liability, costs,
damages, and expenses resulting from inter alia claims that a defect in the part caused personal injury or
property damage or any loss or damage caused by our failure or negligence in performing the contract.
In addition, costs and expenses associated with warranties, product recalls and product liability claims
could have a material adverse impact on our results of operations and financial condition and may differ
materially from the estimated liabilities that we have recorded in our consolidated financial statements.
Such financial and operational challenges may be further exacerbated if customers initiate any legal
proceedings against us.

The table below sets forth the expenditure incurred for product warranties and product liability claims
including as a percentage of our revenue from operations for the periods/Fiscals indicated:

For the three months ended June


For Fiscal For Fiscal For Fiscal
Particulars 30,
2025 2024 2023
2025 2024
Expenditure incurred for 20.47 11.95 59.02 5.95 121.06
product warranties and
product liability claims(1)
(₹ millions)
Expenditure incurred for 0.16% 0.09% 0.12% 0.01% 0.25%
product warranties and
product liability claims as a
percentage of revenue from
operations (%)
Note:

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(1) The decrease in Fiscal 2024 compared to Fiscal 2023 was due to reversals in Fiscal 2024 of warranty provisions made in
prior years related to sales to the aftermarket by the Advanced Ride Technologies division and to OEMs by the Clean Air
Solutions and Advanced Ride Technologies division. The increase in Fiscal 2025 compared to Fiscal 2024 was due to the
lower provision base in Fiscal 2024 as a result of the reversals described above, and increased VAR sales in Fiscal 2025,
which led to higher warranty provisions. The increase in the warranty provision for three months ended June 30, 2025
compared to the three months ended June 30, 2024 was to ensure adequate provision for future warranty claims.

A recall claim could require us to review our entire product portfolio to assess whether similar issues are
present in other product lines, which could result in significant disruption to our business and have an
adverse impact on our results of operations. In addition, the potential reputational harm that may result
from defective products or product recalls could have a material adverse impact on our results of
operations and financial condition. While we have not been subject to product recalls in the three months
ended June 30, 2025 and Fiscals 2025, 2024 and 2023, there can be no assurance that we will not be
subject to such product recalls in the future.

While we maintain insurance for product liability and recall, our insurance coverage may not be adequate
to cover all insured claims and liabilities. Further, as a result of product liability legislation, civil claims
may be brought against OEMs where damages may have been caused by any faulty products that we
produced. As a result, our OEM customers are entitled to claim indemnity from us under our agreements.
In the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023 we were not, and as of the
date of this Red Herring Prospectus we are not, subject to legal proceedings or disputes related to the
quality of our products and delivery schedules that had or we believe will have a material adverse effect
on our results of operations or financial condition. However, there can be no assurance that we will not
be subject to such legal proceedings or disputes in the future.

23. We outsource certain business operations such as transport, logistics, and certain manufacturing
processes to third parties. Any failure by such third parties to deliver their services could have an
adverse impact on our business, results of operations, financial condition and prospects.

We rely on external logistics contractors to deliver our raw materials and products. While a few
customers in India pick up or arrange for delivery of finished products directly from our manufacturing
facilities, for other customers we bear the costs of engaging third-party logistics providers to ship finished
goods to our customers by road, and typically enter into one-year agreements with these providers. Our
overseas customers collect their products from our premises or designated locations according to agreed
transport modes, pricing and international commercial terms, as specified in our invoices. We also
outsource certain non-critical manufacturing processes.

The table below sets forth our freight and forwarding costs and outsourced manufacturing costs for the
periods/Fiscals indicated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount % of Amount % of % of % of % of
Particulars Amount Amount Amount
(₹ revenue (₹ revenue revenue revenue revenue
(₹ (₹ (₹
millions) from millions) from from from from
millions) millions) millions)
operations operations operations operations operations
Freight and 101.35 0.79% 81.24 0.64% 332.65 0.68% 357.37 0.65% 466.37 0.97%
forwarding
costs
Outsourced 96.51 0.75% 83.22 0.65% 333.67 0.68% 324.70 0.59% 304.51 0.63%
manufacturi
ng costs

As we do not control our third-party freight and transportation providers, we could be subject to
transportation strikes that could disrupt supplies and deliveries to and from our customers and suppliers.
Delays in the delivery of raw materials and products or a failure to deliver our products efficiently and
reliably could adversely impact our customer relationships. Any compensation received from insurers or
third-party transportation providers may be insufficient to cover the cost of delays and may not be able
to repair the damage to our relationships with affected customers. We may also be affected by an increase
in fuel costs, as this will have a corresponding impact on freight charges levied by our third-party
transportation providers. While we have not experienced any failures to meet our customers’ delivery
schedules in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023 due to any fault of

87
our external transport and logistics contractors, there is no assurance on the reliability of delivery by our
contractors.

Our Subsidiary FMBIL also outsources certain non-critical manufacturing processes such as
electroplating. While we have a structured supplier selection process, quality assurance systems and
infrastructure in place to meet the different standards required by our customers, we do not directly
control our outsourced processes. Where our contractors fail to meet quality standards, we have no legal
recourse as we do not have indemnity protection from these contractors. While we did not have any
material issues arising from our manufacturing outsourcing in the three months ended June 30, 2025 and
Fiscals 2025, 2024 and 2023, outsourcing manufacturing processes may increase the risks of non-
compliance with quality standards which may adversely affect our customer relationships.

24. If we are classified as a passive foreign investment company for U.S. federal income tax purposes,
U.S. investors in Equity Shares may be subject to adverse U.S. federal income tax consequences.

A non-U.S. corporation will be classified as a passive foreign investment company (a “PFIC”) for any
taxable year if either: (a) at least 75% of its gross income for such year is “passive income” for purposes
of the PFIC rules or (b) at least 50% of the value of its assets (generally determined on the basis of a
quarterly average) during such year is attributable to assets that produce or are held for the production of
passive income. For this purpose, passive income generally includes, among other things, interest,
dividends and other investment income, with certain exceptions. Cash is generally a passive asset for
these purposes. The PFIC rules also contain a look-through rule whereby we will be treated as owning
our proportionate share of the assets and earning our proportionate share of the income of any other entity
in which we own, directly or indirectly, 25% or more (by value) of the equity. Based on the current and
anticipated composition of our income, assets (including their expected value based on our anticipated
market capitalization immediately following the close of this offering) and operations, we do not expect
to be treated as a PFIC for the current taxable year. However, our PFIC status depends, in part, on the
expected value of our unbooked goodwill, which may be determined by reference to the market price of
the Equity Shares and which could fluctuate significantly. Whether we are treated as a PFIC is a factual
determination that is made on an annual basis after the close of each taxable year. This determination
will depend on, among other things, the ownership and the composition of our income and assets, as well
as the value of our assets (which may fluctuate with our market capitalization), from time to time. Among
other matters, if our market capitalization is less than anticipated or if it subsequently declines, it may
make our classification as a PFIC more likely for the current or future taxable years. The composition of
our income and assets may also be affected by how, and how quickly, we use liquid assets. Moreover,
the application of the PFIC rules is unclear in certain respects. The U.S. Internal Revenue Service or a
court may disagree with our determinations. Therefore, there can be no assurance that we will not be
classified as a PFIC for the current taxable year or for any future taxable year. If we are treated as a PFIC
for any taxable year during which a U.S. investor held Equity Shares, such U.S. investor could be subject
to adverse U.S. federal income tax consequences.

25. If a U.S. investor is treated as owning at least 10% of the Equity Shares, such holder may be subject
to adverse U.S. federal income tax consequences.

Depending upon the aggregate value and voting power of the Equity Shares that United States persons
are treated as owning (directly, indirectly or constructively), the Company could be treated as a controlled
foreign corporation (“CFC”) for U.S. federal income tax purposes. If a U.S. investor owns (directly,
indirectly or constructively) at least 10% of the value or voting power of the Equity Shares, such person
may be treated as a “United States shareholder” with respect to each CFC in the Company’s group (if
any), which may subject such person to adverse U.S. federal income tax consequences. A United States
shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro
rata share of the controlled foreign corporation’s “Subpart F income,” “global intangible low-taxed
income,” and investments in U.S. property, regardless of whether the CFC makes any distributions. An
individual that is a United States shareholder with respect to a CFC generally would not be allowed
certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is
a U.S. corporation. Failure to comply with these reporting obligations may subject a United States
shareholder to significant monetary penalties and may prevent the statute of limitations with respect to
such United States shareholder’s U.S. federal income tax return for the year for which reporting was due
from starting. The Company cannot provide any assurances that it will assist holders of Equity Shares in
determining whether the Company or any of its non-U.S. subsidiaries is treated as a CFC or whether any
holder of Equity Shares is treated as a United States shareholder with respect to any such CFC or furnish

88
to any holder of Equity Shares information that may be necessary to comply with the aforementioned
reporting and tax paying obligations. Each potential investor who is a U.S. taxpayer should consult its
tax advisors regarding the potential application of these rules to an investment in the Equity Shares.

26. We have received several whistleblower complaints in the past and may receive additional complaints
in the future. Certain of these complaints are currently under investigation and could reveal
deficiencies in our internal controls and financial reporting processes. If any of these allegations are
substantiated, such as misstatements, fraud, or control deficiencies, they could adversely impact our
reputation, our business, results of operations and financial condition.

Tenneco LLC maintains a whistleblower hotline, which covers, amongst others, our Company and our
Subsidiaries. This hotline enables employees, stakeholders, and other parties to report concerns related
to ethics, compliance, or potential violations anonymously and in multiple languages. The details of the
whistleblower complaints that have been received in relation to our Company and our Subsidiaries in
Fiscals 2025, 2024 and 2023, during the three months period ended June 30, 2025 and from July 1, 2025
until the date of this Red Herring Prospectus are set out below:

S.no. Entity Number of complaints Nature of complaints Number of Number of


received complaints complaints
During During From received outstanding,
Fiscals three July since April as on date
2025, months 1, 1, 2022 and of this RHP
2024 period 2025 resolved till
and ended till date
2023 June the
30, date
2025 of
this
RHP
1 Tenneco Clean Air 5 1 3 (i) employee misconduct, 7 2
India Limited and inappropriate
behaviour; (ii) conflict of
interest; and (iii) theft;
2 Tenneco Automotive 30 12 26 (i) fraud; (ii) conflict of 52 16
India Private Limited interest; (iii) employee
misconduct, and
inappropriate behaviour;
(iv) undue benefits; (v)
theft; (vi) breach of
privacy and security
concerns; (vii) kick-backs;
(viii) health and safety;
and (ix) wrongful
termination
3 Federal-Mogul 15 2 7 (i) employee misconduct, 21 3
Ignition Products and inappropriate
India Limited behaviour; (ii) conflict of
interest; (iii) theft; (iv)
fraud; and (v) health and
safety
4 Federal-Mogul 5 8 2 (i) employee misconduct, 14 1
Bearings India and inappropriate
Limited behaviour; (ii) health and
safety; (iii) breach of
privacy and security
concerns; and (iv)
wrongful termination
5 Federal-Mogul 1 - 1 Employee misconduct, and 2 -
Sealings India inappropriate behaviour
Limited

89
All such complaints are promptly reviewed and investigated, as appropriate, in accordance with our
established policies and procedures. Where substantiated, we have taken corrective actions, including
termination of employment, counselling or issuance of a formal warning. As on the date of this Red
Herring Prospectus, there are 22 outstanding whistle blower complaints involving us in respect of which
the investigation is ongoing and the financial impact of the same is not ascertainable.
For instance, in Fiscal 2025, we received a whistleblower complaint alleging that an employee at the
Bawal Facility of TAIPL received improper payments from certain packaging suppliers in connection
with the procurement of packaging materials and that his supervisor was aware of the same. We initiated
an internal investigation, with the assistance of forensic experts. The investigation has been completed
and the allegations were found to be unsubstantiated. Additionally, in Fiscal 2024, the management of
TAIPL identified that an employee was manipulating existing controls around vendor payments
fraudulently to misappropriate funds on multiple occasions during and prior to Fiscals 2024 by making
payments to other accounts instead of concerned vendor accounts. TAIPL appointed external agencies
for fact-based investigation, forensic data analysis, analysis/ reporting on defined aspects of user activity
etc. Based on the TAIPL management’s internal assessment and reports received from external agencies,
the financial impact of this fraud is estimated to be ₹194.45 million. The concerned employee has exited
TAIPL and TAIPL has implemented additional supervisory and monitoring controls around vendor
payment process during the year. The Restated Consolidated Financial Information and the examination
report thereon include remarks from the Statutory Auditors in this regard. For details, see “Restated
Consolidated Financial Information- Material accounting policies and other explanatory notes to
Restated Consolidated Financial Information- Basis of preparation, measurement and material
accounting policies” on page 391.

Until May 2025, we did not have a formal stand-alone whistleblower policy of our Company. However,
the ‘whistleblower and vigil mechanism policy’ (“Policy”) has been adopted by our Company on May
15, 2025. An Audit Committee of the Board has been recently constituted as well and, will oversee its
implementation. While the Policy does not require that all complaints be reported to the Board, it follows
a defined escalation matrix. The Company Secretary acts as the primary contact, followed by the
chairperson of the Audit Committee, then the full Audit Committee for investigation oversight, and
ultimately the Board of Directors for matters requiring further review or major decisions. For each
complaint, individual investigation reports are prepared by the designated investigators.

Despite protective measures, we cannot assure you that we will not face future whistleblower complaints
and any such future instances could materially and adversely affect our reputation, business, cash flows,
results of operations and financial condition. We face the risk of inadvertently dismissing allegations
which may prove to be plausible, at a later date. The findings from the inquiries conducted by us and the
other relevant authorities/third party investigators for such complaints that we have received/ may
receive in future may result in loss of business opportunities and/or customers and could adversely impact
our reputation, which could consequently adversely impact our business, cash flows, financial conditions
and results of operations.

Further, our internal controls and financial reporting processes rely on the accuracy and completeness of
information provided by our management and employees. Any misstatement, fraud, intentional
wrongdoing by such employees or deficiencies in our internal controls, may adversely impact our
operations and financial reporting. For instance, during the course of the audit for Fiscal 2024, the
statutory auditors of FMIPL, our Subsidiary, observed unexplained shortages in inventory counts and
were informed of certain whistle-blower complaints against FMIPL in relation to suspected offence
involving fraud, including instances of inventory theft, kickbacks received by certain employees,
material purchases at higher rates, and allegations of not following proper work process and displaying
willful acts of fraud against certain employees of FMIPL. In addition to an internal review, FMIPL
engaged independent consultants to inter alia conduct an independent analysis of the whistleblower
complaints and ancillary allegations and to conduct an assessment of the status of inventory management
and related issues. The board of directors of FMIPL concluded that all identified/required adjustments
have been recorded in the financial statements as at and for the year ended March 31, 2024 and no further
adjustments are required in respect of these matters. These abovementioned reviews identified certain
control deficiencies and process gaps, which were addressed through remedial measures, including
changes in team leadership, enhanced staffing, improved enterprise resource planning and inventory
management systems, and the implementation of a more robust standard operating procedures and
controls. Further, FMIPL also filed police complaints in the form of FIRs, as disclosed in “Outstanding
Litigation and Material Developments- Litigation involving our Subsidiaries- Criminal proceedings

90
by our Subsidiaries” on page 535. The Board of Directors noted that in compliance with the requirements
of Section 143(12) of the Companies Act, 2013 read with Rule 13(1)(ii) of the Companies (Audit and
Auditors) Rules, 2014 (as amended), the statutory auditors had reported this matter to the Central
Government on January 6, 2025, as the unexplained discrepancy may indicate a potential fraud.
However, the subsequent physical inventory count and roll-forward procedures for inventory balance as
at March 31, 2024 were found to be appropriate. The Restated Consolidated Financial Information and
the examination report thereon include remarks from the Statutory Auditors in this regard. For details,
see “Restated Consolidated Financial Information- Material accounting policies and other
explanatory notes to Restated Consolidated Financial Information- Basis of preparation,
measurement and material accounting policies” on page 391. Despite the remedial actions taken and
ongoing improvements to internal controls, we cannot assure you that all risks of fraud, misstatement, or
control deficiencies have been eliminated or will not recur in the future. Any failure to detect or prevent
such incidents could result in financial losses, regulatory or legal actions, reputational harm, and adverse
effects on our business, results of operations, and financial condition. Furthermore, the inability to obtain
or maintain adequate supporting documentation for certain transactions may limit the ability to fully
investigate or resolve past discrepancies and impact the reliability of our financial reporting.

27. Any unscheduled, unplanned or prolonged disruption to our manufacturing and R&D operations
could materially and adversely affect our business, financial condition and results of operations.

Any disruption in our manufacturing facilities and R&D centers could hinder our ability to meet customer
demand. Our manufacturing facilities and R&D centers are subject to risks of equipment breakdowns,
disruptions in electrical power or water resources, fire and industrial accidents, which may entail
significant repair and maintenance costs and delay our production schedules and hinder our ability to
meet customer demand. For instance, in February 2025, a fire at the Parwanoo Facility of our Subsidiary
FMBIL affected the electroplating facility and disrupted operations for several days. As a result, we had
to manage electroplating through a third-party or intercompany vendor. We have filed an insurance claim
of ₹40.00 million for machinery loss and ₹32.01 million for business disruption losses, subject to the
installation date of new machinery. In May 2025, we received an insurance payment of ₹15.00 million
towards the total insurance claim of ₹40.00 million for machinery loss. The remaining balance of ₹25.00
million under the ₹40.00 million claim for machinery loss and the ₹32.01 million claim for business
disruption losses remain under processing by the insurance company. While these claims are covered
under our Subsidiary’s insurance policy, we cannot assure you that the full claimed amounts will be
recovered.

To reduce the risks of such instances in future, we have started an initiative to improve our management
of potential environmental, health, and safety hazards. This involves regularly updating and tracking
these issues in a database across our plants.

In addition, our manufacturing facilities and R&D facilities are susceptible to local and regional factors,
such as economic and weather conditions, natural disasters, political, demographic and population
changes, and other unforeseen events and circumstances. While this did not occur in the three months
ended June 30, 2025 and Fiscals 2025, 2024 and 2023, damage to or destruction of a significant portion
of our manufacturing and R&D capabilities could cause significant delays in development and/or
shipments of our products and/or otherwise materially and adversely affect our business, financial
condition and results of operations.

Also see “ –Our Bhiwadi Facility, Hosur Facility and Puducherry Facility currently operate at high-
capacity utilization levels and we may not be able to meet additional demand for our products until we
are able to increase our capacity. Further, if we underestimate or overestimate the demand for our
products, the capacity utilization of our manufacturing plants may be under-utilized or over-utilized,
respectively, which could adversely affect our manufacturing schedules and related costs” on page 93
and “ –We may be subject to industrial unrest, unionization, slowdowns and increased employee costs,
which may adversely affect our business and results of operations” on page 99.

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28. The development of technologically advanced products involves a lengthy and expensive process with
uncertain timelines and outcomes. Some of our product or process development decisions, including
R&D investments, or investments in technologies, may not meet our expectations, and our investment
in such projects may be unprofitable.

Developing new, technologically advanced products and critical engineering solutions is a complex and
uncertain process requiring innovation and skilled engineering and development personnel, as well as
the accurate prediction of technological and market trends. We invest in R&D (i.e., engineering, research
and application development) to improve our existing products, processes and facilities and develop new
products to meet customer demand and new emission standards. The technological requirements to
comply with emission standards have required us to deploy significant resources to improve our
components and test facilities for aftertreatment systems, resulting in increased costs. The table below
sets forth the strength of our R&D and engineering department as of the dates stated:

As of June As of June As of March As of March As of March


Particulars
30, 2025 30, 2024 31, 2025 31, 2024 31, 2023
Design, engineering 132 127 145 140 149
and R&D staff
Total staff 2,017 1,964 1,992 1,963 1,991
Design, engineering 6.54% 6.47% 7.28% 7.13% 7.48%
and R&D as a
percentage of total
staff (%)
Number of new 21 33 114 75 78
projects developed by
our Company
Number of new 17 16 95 66 78
projects brought into
production by our
Company

In addition to our direct R&D expenses, we leverage Tenneco Group’s global R&D initiatives. The cost
of the R&D benefits we obtain from Tenneco Group, including the rights to use brands and technical
know-how, are included in the royalty fees we pay. See also “– 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, could have an adverse impact on
our business, reputation, financial condition, and results of operations.” on page 60.

Our R&D expenses and royalty expenses for the three months ended June 30, 2025 and 2024 and Fiscals
2025, 2024 and 2023, including as a percentage of our revenue from operations, are set forth in the table
below.

For the three months ended


For Fiscals
Particulars June 30,
2025 2024 2025 2024 2023
R&D expenses(1) (₹ millions) 23.10 23.29 66.86 113.24 93.44
Royalty expense(2) (₹ 280.41 284.67 1,102.74 2,574.47 1,119.31
millions)
Total R&D expenses and 303.51 307.96 1,169.60 2,687.71 1,212.75
royalty expense (₹ millions)
R&D and royalty expenses 2.36% 2.42% 2.39% 4.92% 2.51%
as a percentage of revenue
from operations (%)
Note:
(1) R&D expenses comprise expenses related to engineering, research, and application development.
(2) Royalty expense comprises the rights to use brands and technical know-how.

Commencing development initiatives can take up to one to three years before the commercialization of
new or improved solutions or products. During this time, unexpected shifts in technology, customer
demand and the markets for our products may prevent us from capitalizing on a market opportunity in a
timely manner or altogether. Furthermore, our customers may be unsatisfied with the outcome of our
R&D activities, which could result in our failure to win program awards. While our R&D initiatives

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helped secure program awards from our customers in the three months ended June 30, 2025 and Fiscals
2025, 2024 and 2023, our existing and future R&D activities may not be successful, which could have a
material adverse effect on our financial condition and relationships with customers.

29. Our Bhiwadi Facility, Hosur Facility and Puducherry Facility currently operate at high-capacity
utilization levels and we may not be able to meet additional demand for our products until we are able
to increase our capacity. Further, if we underestimate or overestimate the demand for our products,
the capacity utilization of our manufacturing plants may be under-utilized or over-utilized,
respectively, which could adversely affect our profitability and manufacturing schedules.

As of June 30, 2025, we operated 12 manufacturing facilities in India. For the quarter ended June 30,
2025, the installed production capacity for Clean Air Solutions was 694.75 thousand units for “cold end”
products (mufflers and exhaust pipes), with a utilization rate of 46.37%; and 494.25 thousand units for
“hot end” products (catalytic converters), with a utilization rate of 79.77 %. For the quarter ended June
30, 2025, for Advanced Ride Technologies, the installed production capacity was 5,169.27 thousand
units, with a utilization rate of 86.16%. As of March 31, 2025, the annual installed production capacity
for Clean Air Solutions was 2.58 million units for “cold end” products (mufflers and exhaust pipes), with
a utilization rate of 54.81%; and 1.87 million units for “hot end” products (catalytic converters), with a
utilization rate of 80.57%. For Advanced Ride Technologies, the annual installed production capacity
was 20.68 million units, with a utilization rate of 83.00%.

The table below sets forth the capacity utilization across these facilities as of the dates indicated:

For the three months ended June


30, For Fiscal For Fiscal For Fiscal
Plant 2025 2024 2023
2025 2024
Capacity utilization(1)
Clean Air Solutions
Chakan I Facility 67.11% 80.93% 76.18% 85.55% 97.31%
Chakan II Facility(2) 72.60% - 62.77% - -
Chennai Facility 38.95% 45.10% 42.93% 45.45% 78.22%
Pithampur Facility 66.71% 68.12% 60.53% 69.86% 60.35%
Powertrain Solutions
Bhiwadi Facility 97.90% 93.70% 96.00% 91.65% 94.85%
Parwanoo Facility 79.08% 76.41% 77.11% 79.70% 68.05%
Chakan Sealings 68.49% 73.18%
Facility 66.52% 72.95% 91.15%
Advanced Ride Technologies
Hosur Facility 94.96% 87.19% 88.38% 82.87% 93.14%
Bawal Facility 81.15% 84.57% 83.52% 80.18% 91.11%
Sanand Facility 79.29% 62.77% 71.92% 62.70% 62.86%
Chakan ART 81.18% 87.71%
Facility(3) 85.08% 68.42% 79.82%
Puducherry Facility(4) 90.87% 99.49% 99.68% 100.00% 99.00%
Notes:
Source: Certificate from Kunal Kantilal Vikamsey and Naresh Kanji Wadhia of Kanti Karamsey and Co. Advisors LLP
(Chartered Engineer Registration Numbers: F-1307017 and M 115754/4, respectively) Independent Chartered Engineers,
dated November 5, 2025.
(1) Capacity utilization is calculated as quantum of production in the relevant facility in the relevant period/Fiscal, divided
by the capacity available of relevant manufacturing facility during the relevant period/Fiscal. Capacity available during the
period/Fiscal represents the installed capacity that was available during the relevant period/Fiscal (taken on a quarterly
basis for interim periods (unannualized) and on an annual basis for each fiscal year)and is calculated based on the aggregate
of monthly installed capacity.
(2) Production at the Chakan II Facility started in Fiscal 2025.
(3) The Chakan ART Facilities receives base shock absorbers from our Hosur and Bawal Facilities for the modular
assembly of peripheral parts according to our customer requirements.
(4) The Puducherry Facility for our Advanced Ride Technologies division manufactures and supplies sintered parts to our
Hosur, Bawal and Sanand Facilities to manufacture struts and shock absorbers.

For further details on our manufacturing facilities and capacities, see “Our Business – Manufacturing
– Facilities” on page 298.

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In the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, our Bhiwadi Facility, Hosur
Facility, and Puducherry Facility operated at high utilization levels. As a result, we may be required to
expand our manufacturing capacity in the future to meet the requirements of new business from existing
customers or new customers. Conversely, our Chennai Facility, Pithampur Facility, and Chakan Sealings
Facility operated at low utilization levels due to changes in production volumes and our capacity
improvement initiatives. Utilization at our Chennai Facility was lower in Fiscals 2025 and 2024,
primarily because customers transitioned from three-piece cold end systems to single-piece cold end
systems in Fiscal 2024 which reduced our production volume when compared to Fiscal 2023.
Additionally, we carried out capacity improvement projects at our Chennai Facility in Fiscal 2024 and
2025. At our Pithampur Facility, while production volume increased from Fiscal 2023 to Fiscal 2024 and
remained stable in Fiscal 2025, we implemented capacity improvements at our Pithampur Facility in
Fiscal 2024 and 2025 which reduced our utilization level. At the Chakan Sealings Facility, utilization
decreased in Fiscal 2024 due to a change in product mix that lowered production volume and
implementation of capacity improvement projects.

Moreover, the capacity utilization of our Chennai Facility decreased in Fiscal 2025 from Fiscal 2024
primarily due to a pull forward of demand in the last quarter of Fiscal 2024, which increased our CV
OEM customers’ inventory and reduced the demand for our clean air products in Fiscal 2025. In addition,
capacity utilization of our Chennai Facility was decreased in June 2025 as compared to the prior period,
driven by a shift in customer preference from three-piece exhaust systems to single-piece exhaust systems
and implementation of capacity improvement projects. Capacity utilization at our Chakan I Facility
decreased to 76.18% in Fiscal 2025 from 85.55% in Fiscal 2024, on account of a reduction in cold end
capacity utilization to 63.03% in Fiscal 2025 from 84.31% in Fiscal 2024, primarily because a customer
relocated the production of a vehicle model from Pune to another state. Capacity utilization at our Chakan
I Facility decreased to 67.11% in the six months ended June 30, 2025, compared to 80.93% June 30,
2025, for the same reason. While we ceased the production of cold end products for such customer’s
vehicle model, it did not have a material adverse effect on our business, financial condition, results of
operations and cash flows.

The success of any capacity addition and expected return on investment in capital expenditure depends
on, among other factors, the ability to generate adequate customer demand to ensure utilization of the
additional capacity. In case of oversupply in the industry or lack of demand, we may not be able to utilize
our expanded capacity efficiently. Under-utilization of our manufacturing capacities over extended
periods, or significant under-utilization in the short term, or an inability to fully realize the benefits of
our recently implemented capacity expansion, could materially and adversely impact our business,
growth prospects and future financial performance.

30. Our insurance coverage may not be adequate to protect us against all potential losses, which may have
an adverse effect on our results of operations, cash flows and financial condition.

Our business involves many risks and hazards that may adversely affect our profitability, including
breakdowns, failure or substandard performance of equipment, third-party liability claims, labor
disturbances, employee fraud and infrastructure failure. Our principal types of coverage include, among
others, protection from fire, earthquake, burglary, and dishonest acts committed by an employee or any
other person, employee insurance policies such as medical and personal accident insurance policies and
general liability insurance. See “Our Business – Insurance” on page 321 for further details on our
insurance coverage. Our insurance coverage expires from time to time. We apply for the renewal of our
insurance coverage in the normal course of our business. While none of our insurance policies are due
for renewal as of date, we cannot assure you that such renewals in the future (on expiry) will be granted
in a timely manner, at acceptable cost or at all.

While we believe that our insurance coverage would be reasonably adequate to cover the normal risks
associated with the operation of our business, our future insurance claims may be rejected by the
insurance agencies and we cannot guarantee that any claim under our insurance policies will be honored
fully, in part, or on time. If the amount of one or more operations-related claims were to exceed our
applicable aggregate coverage limits, we would bear the excess, in addition to amounts already incurred
in connection with deductibles and self-insured retentions. Any uninsured losses or liabilities could result
in an adverse effect on our business operations, financial conditions, and results of operations.

94
The following table highlights our insurance coverage as a percentage of property, plant and equipment,
and inventories for the periods/Fiscals indicated:

As of / for
As of / for
As of/for the As of/for the As of / for the the
the financial
three months three months financial year financial
Particulars year ended
period ended period ended ended March year ended
March 31,
June 30, 2025 June 30, 2024 31, 2024 March 31,
2025
2023
Total insurance 8,506.23 8,125.22 8,431.14 8,105.91 6,852.67
coverage (₹ millions)*
Total assets (₹ millions) 29,187.72 20,954.04 28,315.84 21,362.62 24,296.49
Net book value of 8,506.23 9,016.94 8,431.14 9,307.99 9,978.10
property, plant and
equipment (excluding
freehold land), capital
work-in-progress and
inventory (₹ millions)
Insurance coverage as a 100.00% 90.11% 100.00% 87.09% 68.68%
percentage of property,
plant and equipment
(excluding freehold
land), capital work-in-
progress and inventory
(%)
Total insurance claims 15.00 - 1.81 0.53 3.67
made (₹ millions)
Total insurance claims 0.18% - 0.02% 0.01% 0.05%
made as a percentage of
total insurance
coverage (%)
Insurance expenses (₹ 13.18 12.43 52.79 44.42 38.18
millions)#
Insurance expenses as a 0.10% 0.10% 0.11% 0.08% 0.08%
percentage of revenue
from operations (%)
*
In cases where an asset is covered under multiple insurance policies, the highest coverage amount among such policies has been
considered. The reported insurance coverage amount has been restricted to the book value of the respective asset, wherever the
coverage exceeds such book value of the asset.
#
As per Restated Consolidated Financial Information

We have filed insurance claims in the three months ended June 30, 2025, Fiscals 2025, 2024 and 2023.
For instance, in relation to a fire at the Parwanoo Facility of our Subsidiary FMBIL in Fiscal 2025, we
filed an insurance claim in May 2025 for ₹40.00 million for machinery loss and ₹32.01 million for
business disruption losses, subject to the installation date of new machinery. We received an insurance
payment of ₹15.00 million towards the total insurance claim of ₹40.00 million for machinery loss in May
2025. The remaining balance of ₹25.00 million under the ₹40.00 million claim for machinery loss and
the ₹32.01 million claim for business disruption losses remain under processing by the insurance
company. For further details, see “Our Business – Insurance” on page 321.

While the insurance claims filed in relation to the Parwanoo Facility are covered under FMBIL’s
insurance policy, we cannot assure you that the full claimed amounts will be recovered. For further details
see “—Any unscheduled, unplanned or prolonged disruption to our manufacturing and R&D
operations could materially and adversely affect our business, financial condition and results of
operations” on page 91.

While our insurance claims have not exceeded our insurance coverage and we have not recognized any
losses in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023 due to the partial or full
rejection of our claims by our insurers, we cannot guarantee that our future claims will continue to be
covered or accepted in full. The occurrence of an event that causes losses exceeding the limits specified
in our policies, or losses arising from events not covered by insurance policies, could materially harm
our financial condition and future results of operations. Any uninsured losses or liabilities could result in
an adverse effect on our business operations, financial condition, results of operations and cash flows.

95
31. There are certain delays in payment of statutory dues by our Company and Subsidiaries. Any failure
or delay in payment of statutory dues in the future may expose us to statutory and regulatory action,
as well as significant penalties, and may adversely affect our business, results of operations, cash flows
and financial condition.

The table below sets forth the details of the statutory dues paid by our Company and its Subsidiaries in
relation to the employees of our Company and its Subsidiaries on a consolidated basis for the
periods/Fiscals indicated below:

Three months period ended June 30,


2025 2024 Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars No. of Amount No. of Amount No. of Amount No. of Amount (₹ No. of Amoun
emplo (₹ emplo (₹ emplo (₹ emplo million) employ t (₹
yees* million) yees* million) yees* million) yees* ees* million)
Employee’s 1,064 1.59 1,225 1.77 1,585 6.13 2,207 8.26 2,510 8.56
state
insurance
corporation
contribution
Employee 2,948 60.27 3,059 50.77 3,679 210.57 4,157 192.67 4,482 180.28
provident
fund
Labor welfare 1,088 0.05 1,265 0.06 2,132 0.49 2,526 0.50 2,718 0.51
fund
Professional 1,319 0.64 1,085 0.61 2,288 4.51 2,374 4.58 2,531 4.47
tax
Goods and NA 3,769.11 NA 3,659.77 NA 14,292.2 NA 16,732.26 NA 14,370.
service tax 5 26
Tax deducted 355 74.24 649 45.52 1,317 286.28 1,028 201.48 978 182.94
at source on
salary
Tax deducted NA 254.30 NA 159.24 NA 648.31 NA 943.55 NA 440.00
at source on
other than
salary
*This includes temporary employees (apprentices, trainees, retainers etc.) as well as permanent employees (salaried, executive, hourly etc.)
Note: The count of employees for respective statutory dues represents the count of employees for whom our Company and Subsidiaries have
deducted the above dues as per the payroll register.

The table below sets forth the details of the statutory dues paid by our Company on a stand-alone basis in relation
to the employees of our Company for the periods/Fiscals indicated below:

Three months period ended June 30,

2025 2024 Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount
employe (₹ employe (₹ employe (₹ employe (₹ employe (₹
es* million) es* million) es* million) es* million) es* million)

Employee’s state 123 0.21 124 0.25 148 0.77 313 1.84 369 1.76
insurance corporation
contribution
Employee provident 839 25.37 779 17.37 910 79.26 917 62.18 1,011 54.44
fund
Labor welfare fund 446 0.04 448 0.04 700 0.09 709 0.06 648 0.06
Professional tax 579 0.32 517 0.29 863 1.78 802 1.71 910 1.73
Goods and service tax NA 1,601.68 NA 1,679.58 NA 6,215.78 NA 9,224.13 NA 7,483.56
Tax deducted at source 170 47.92 315 24.46 409 163.76 372 92.06 372 83.17
on salary
Tax deducted at source NA 146.70 NA 108.70 NA 293.47 NA 499.60 NA 239.06
on other than salary
*This includes temporary employees (apprentices, trainees, retainers etc.) as well as permanent employees (salaried, executive, hourly etc.)

Note: The count of employees for respective statutory dues represents the count of employees for whom our Company have deducted the
above dues as per the payroll register.

96
The table below sets out details of the delays in statutory dues paid by our Company and its
Subsidiaries for the periods/Fiscals indicated below:

Three months period ended June 30, Fiscals


2025 2024 2025 2024 2023
Amount for Number Amount Number Amount Number of Amount Number Amount Number
which of days for of days for days delay for of days for of days
payment was delay which delay which which delay which delay
Nature of Statutory Dues
delayed payment payment payment payment
(₹ million) was was was was
delayed delayed delayed delayed
(₹ (₹ (₹ (₹
million) million) million) million)
Employee’s state insurance - - - - 0.07 1-2 days 0.11 1 day 0.05 13 days
corporation contribution
Employee provident fund - - - - 1.33 1-2 days - - 6.01 1-276
days
Labor welfare fund 0.01 1-8 0.05 11-183 0.37 10-183 0.06 4-549 0.06 1-730
days days days days days
Professional tax 0.10 10-62 0.01 1 day 0.35 1-58 days 0.67 4-119 0.36 13-484
days days days
Goods and service tax - - - - - - - - - -
Tax deducted at source on - - 0.21 1 day 1.17 1-296 days 10.42 1-300 0.94 1-34
salary days days
Tax deducted at source on - - - - 0.64 1-74 days 3.23 1-182 0.99 1-180
other than salary days days
*
There have been certain instances of delays in payment of statutory dues in the past by our Company and Subsidiaries, which occur in the
ordinary course of making such payments including due to administrative or logistical issues, clerical errors, technical difficulties. Further,
delays in the remittance towards the employee provident fund are also on account of know-your customer mismatch of the employees.

The table below sets out details of the delays in statutory dues paid by our Company on a stand-alone basis for
the periods/Fiscals indicated below:
Three months period ended June 30, Fiscals
2025 2024 2025 2024 2023
Amount for Number Amount Number Amount Number Amount Number Amount Number
which of days for of days for of days for of days for of days
Nature of payment was delay which delay which delay which delay which delay
Statutory Dues delayed payment payment payment payment
(₹ million) was was was was
delayed delayed delayed delayed
(₹ (₹ (₹ (₹
million) million) million) million)
Employee’s state - - - - - - 0.11 1 day 0.05 13 days
insurance
corporation
contribution
Employee - - - - - - - - 4.68 4 days
provident fund
Labor welfare Negligible** 8 days 0.04 11-183 0.05 11-183 0.05 10-549 0.04 10-730
fund days days days days
Professional tax 0.01 31 days 0.01 1 day 0.26 1-58 0.59 4-119 0.36 13-484
days days days
Goods and - - - - - - - - - -
service tax
Tax deducted at - - - - - - 10.11 1 day - -
source on salary
Tax deducted at - - - - 0.01 29-74 0.34 1-5 0.62 48-80
source on other days days days
than salary
*
There have been certain instances of delays in payment of statutory dues in the past by our Company, which occur in the ordinary course of
making such payments including due to administrative or logistical issues, clerical errors, technical difficulties. Further, delays in the
remittance towards the employee provident fund are also on account of know-your customer mismatch of the employees.
** Amounts less than ₹5,000.

Despite our efforts, we cannot guarantee that such delays will not arise in the future or that we will not
be subject to action by the authorities. For instance, we have implemented various internal measures to
reduce the delays incurred in provident fund payments, such as, undertaking provident fund payments 2-

97
3 days in advance of the due date, reporting any portal/technical issues encountered during registrations,
filing of challan or payment to the relevant employees on the same day and instituting a checklist and
tracking mechanism to monitor compliance.

While the fines and/or penalties we have paid in connection with the delays in payment of statutory dues
for the periods/Fiscals indicated above were not material in nature, we cannot assure you that we will not
be subject to any penalties, fines or other regulatory actions in the future could have a material adverse
effect on our business, financial condition, results of operations and cash flows.

32. Nine out of our 12 manufacturing facilities operate on industrial land allotted to us by industrial
development corporations. Failure to comply with the conditions of use of such land could result in
an adverse effect on our business, results of operations and financial condition.

As of June 30, 2025, nine out of our 12 manufacturing facilities operate on industrial land allotted to us
by state-owned industrial development corporations (“IDC”) on a leasehold basis. For further details,
please see “-Our Registered Office, Corporate Office and manufacturing facilities (except for the
Chakan Sealings Facility), warehouses and R&D centers are located on leased land. If we are unable
to renew or extend such leases, our business operations may be adversely affected. Further, land title
in India can be uncertain and we may not be able to identify or correct defects or irregularities in title
to certain land which we own.” on page 79. Under the terms of the allotment and the lease agreements,
we are required to comply with various conditions, such as adhering to the timelines for the completion
of setting up the manufacturing facility and adhering to the timelines for commencement of construction
of the factories on the demised plots of land after the handover of such land. Furthermore, we are required
to obtain IDC approval for assigning, underletting or parting with the leased premises. For instance our
Company has submitted intimation letters to certain IDCS, including the State Industries Promotion
Corporation of Tamil Nadu Limited (“SIPCOT”) to intimate them of the conversion of our Company to
a public company and change in the paid-up share capital of our Company pursuant to the share swap
transactions undertaken between our Company and its Subsidiaries, as disclosed in “History and Certain
Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings,
mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334 and may
also be required to submit post-facto intimations post listing of the Equity Shares on the Stock Exchanges.
Further, pursuant to the share swap transaction undertaken between our Company and TAIPL, there was
a change in shareholding pattern of TAIPL exceeding 51% of its paid-up share capital and, accordingly,
TAIPL has submitted intimation letters to certain IDCS including SIPCOT. We cannot assure you that
the IDCs will acknowledge our intimation letters, and will not seek additional documents from us or will
not impose additional conditions on us in relation to our submissions. While there have been no material
instances of non-compliance with the conditions to use IDC lands in the three months ended June 30,
2025 and Fiscals 2025, 2024 and 2023, any future failure to meet these conditions will require payment
of suitable penalties to the relevant IDC to extend the deadline for meeting the stipulated timelines.
Additionally, according to the statutory rules under which the IDCs function, IDCs retain the power to
cancel the allotment of land in the event of a breach of any rules of allotment. While the IDCs did not
terminate their allotment and lease agreements in the three months ended June 30, 2025 and Fiscals 2025,
2024 and 2023, if our allotment and lease agreements with IDCs are terminated, we would need to
relocate our operations to a different location, which would disrupt our operations and involve additional
costs and which could have an adverse effect on our business, financial condition, results of operations
and cash flows.

33. We depend on contract labor for carrying out operations at our manufacturing facilities and any
disruption to the availability of contract labor for our manufacturing facilities or our inability to
control the cost of our contract labor could adversely affect our operations. Further, we may be held
responsible for paying wages of such workers, if independent contractors through whom such workers
are hired default on their obligations, and such obligations could have an adverse effect on our results
of operations and financial condition.

Our workforce includes personnel that we engage through independent contractors in accordance with
the provisions of the Contract Labor (Regulation and Abolition) Act, 1970, for carrying out ancillary and
supporting tasks such as material handling, loading and unloading, packing, sorting, housekeeping and
manual welding.

98
We incur certain contract labor charges for engaging the workforce through independent contractors. The
table below sets forth the contractual labor charges for the periods/Fiscals indicated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Particulars Amount % of Amount % of % of % of % of
Amount Amount Amount
(₹ revenue (₹ revenue revenue revenue revenue
(₹ (₹ (₹
millions) from millions) from from from from
millions) millions) millions)
operations operations operations operations operations
Contract 227.74 1.77% 202.39 1.59% 795.72 1.63% 825.84 1.51% 699.97 1.45%
labor
charges

Although we do not engage these laborers directly, in the event of default by any independent contractor,
we may be held responsible for providing statutory benefits, including wages to these laborers if the
independent contractors fail to do so. While the amount paid in such an event can be recovered from the
independent contractor, any significant requirement to fund the wage requirements of the engaged
laborers or delay in recovering such amounts from the contractors may have an adverse effect on our
cash flows and results of operations. In addition, we may be required to absorb several such contract
laborers as permanent employees pursuant to an order from a regulatory body or court which would
increase our costs and decrease our flexibility to adjust our workforce in response to changes in product
demand. Furthermore, annual increases in the minimum wage required by state governments to be paid
to such contract laborers increase our costs and may adversely affect the business and results of our
operations. We have not experienced any instances of the foregoing that materially affected our business
and results of operations in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023.

If we are unable to obtain the services of a skilled and unskilled workforce or at reasonable rates or
manage workforce turnover, it may adversely affect our business and results of operations. In addition,
our manufacturing process depends on technology-driven production systems and any inability of the
contract laborers to familiarize themselves with such technology could adversely affect our business and
results of operations.

34. We may be subject to industrial unrest, unionization, slowdowns and increased employee costs, which
may adversely affect our business and results of operations.

As of June 30, 2025, our workforce comprised 2,017 full-time employees, of which 512 employees at
our Chakan I Facility, Chakan II Facility and Chennai Facility and our Hosur Facility, Chakan Sealings
Facility and Bawal Facility are members of unions. Such labor unions may organize work stoppages and
strikes which could materially disrupt our operations. While we have entered into certain settlement
agreements with these unions, we may be subject to industrial unrest, slowdowns and increased wage
costs, which may adversely affect our business and results of operations. For instance, the Gabriel
Employees Union at our Parwanoo Facility has issued demand letters dated July 3, 2020; December 7,
2020; November 28, 2022; and December 18, 2023, to FMBIL with a copy to inter alia, the Labour
Commissioner, Labour Department, Shimla and the Labour and Conciliation Officer in Solan raising
demands in relation to different areas such as house rent allowance, education allowance, medical
allowance, hospitalization scheme, loans, incentive increases, Diwali gifts, bonus and ex-gratia bonuses,
increase in leave entitlement, special paid leave for any marriage or family functions, and reinstatement
of previously terminated employees.

Our manufacturing operations are significantly dependent on the cooperation and continued support of
our workforce. Strikes or work stoppages at our manufacturing facilities could halt our production
activities and disrupt our distribution channels which could impact our ability to deliver customer orders
promptly or at all, which could adversely affect the results of our operations and reputation. There have
been no disruptions to our manufacturing operations in the three months ended June 30, 2025 and Fiscals
2025, 2024 and 2023 on account of labor-related disputes including strikes, lockouts, or collective
bargaining arrangements. However, there can be no assurance that we will not experience work
disruptions in the future due to disputes or other problems with our workforce. Any such event at our
facilities may adversely affect our ability to operate our business and serve our customers, and impair
our relationships with certain key customers and suppliers, which may adversely impact our business
and financial condition.

99
35. Our success largely depends upon the knowledge and experience of our Directors, Key Managerial
Personnel and Senior Management as well as our ability to attract and retain personnel with technical
expertise. Our inability to attract and retain them along with other personnel with technical expertise
could adversely affect our business, financial condition and results of operations.

We are highly dependent on our Directors, Key Management Personnel, Senior Management and other
key employees, for strategic direction and to manage our operations and meet future business challenges.
The loss of, or inability to attract or retain, such persons or entities could adversely affect our business,
financial condition, results of operations, cash flows and prospects. Our Directors, Key Management
Personnel, Senior Management have recently been engaged with our Company.

If any of our key employees, including our KMP and Senior Management, choose to discontinue their
roles or become unable to continue their roles, finding suitable replacements in a timely manner or at all
could prove challenging and we may not be able to replace them with persons of comparable skill and
expertise promptly, which could have an adverse effect on our business, financial condition, results of
operations, cash flows and prospects. If any of our Senior Management other qualified personnel joins a
competitor or forms a competing company, we may lose customers, know-how and key professionals
and staff members.

In addition, our success in expanding our business will also partly depend on our ability to attract, retain
and motivate mid-to-senior management personnel and engineers. Our industry is characterized by high
demand and intense competition for talent, and therefore we cannot assure you that we will be able to
attract or retain engineers, qualified staff, or other highly skilled employees. Moreover, skilled labour is
a critical supply-side aspect of the manufacturing sector. Training and retaining skilled workers are
essential for the success of our business. Inadequate availability of skilled labour can impact our business,
from production to maintenance and innovation, and ultimately affecting our growth and global
competitiveness. The table below sets forth the breakdown of our staff by professional qualifications as
of June 30, 2025:

Particulars As of June 30, 2025


Engineering degrees(1) 457
Other professional qualifications(2) 228
Technical diploma and others(3) 1,332
Total employees 2,017
Notes:
(1) Includes qualifications equivalent to a bachelor’s or master’s degree in technology, or a bachelor’s degree in
engineering.
(2) Includes qualifications such as non-technical graduate and post-graduate qualifications, including chartered
accountants, bachelor of laws, among others.
(3) Includes diplomas and industrial training institutes.

The table below provides the number of our employees, Key Management Personnel and Senior
Management, along with their attrition rate, for the periods/Fiscals indicated:

As of and for the


Three months period ended
Particulars June 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025 2024
Number of employees 2,017 1,964 1,992 1,963 1,991
Number of Key Management 7 5 5 5 5
Personnel and Senior
Management
Attrition rate of employees (%)(1) 19.16% 10.80% 10.97% 11.73% 13.01%
Attrition rate of Key Management 16.67% Nil Nil Nil Nil
Personnel and Senior Personnel
(%)(2)
Notes:
(1) Employees that left during the period/Fiscal divided by the average number of employees during the period/Fiscal. The average
number of employees is computed as the average of the number of employees at the beginning and end of the period/year.
(2) Calculated as the number of Key Managerial Personnel and Senior Management that left during a period/year divided by the
average number of Key Managerial Personnel and Senior Management for the period/year. The average number of Key
Managerial Personnel and Senior Management for a period/year is calculated as the average of the number of Key Managerial
Personnel and Senior Management at the beginning of the period/year and the number of Key Managerial Personnel and
Senior Management at the end of the period/year.

100
The table below provides employee benefits expense for the periods/Fiscals stated:

Three months Three months


For Fiscal For Fiscal
Particulars period ended period ended For Fiscal 2023
2025 2024
June 30, 2025 June 30, 2024
Employee benefits 830.49 712.69 2,979.24 2,526.45 2,485.76
expense
Employee benefits 6.46% 5.61% 6.09% 4.62% 5.15%
expense as a percentage
of revenue from
operations (%)

We may take a significant period of time to hire and train replacement personnel when skilled personnel
terminate their employment with us. We may also be required to increase our levels of employee
compensation more rapidly than in the three months ended June 30, 2025 and Fiscals 2025, 2024 and
2023 to remain competitive in attracting skilled employees that our business requires. If we are unable to
hire and train replacement personnel in a timely manner or increase our levels of employee compensation
to remain competitive, our business, financial condition, results of operations, cash flows and prospects
may be adversely affected.

36. Our inability to maintain appropriate levels of inventory to meet the demands of our customers may
have an adverse effect on our results of operations and financial condition.

We need to maintain sufficient inventory levels to meet customer expectations at all times. Accumulating
excess inventory could increase our inventory costs, and a failure to have adequate inventory in stock to
fulfil customer orders could result in our inability to meet customer demand or cause a loss of customers.

Typically, we receive forecasts three to six months in advance from our customers. As actual orders by
our customers are only placed by way of on-going purchase orders, we are exposed to significant or
unexpected changes in product specifications and delivery schedules, which may result in a mismatch
between our inventories of raw materials and bought-out components and manufactured products,
thereby increasing our costs for maintaining inventory. Our inability to forecast the level of customer
demand for our products as well as our inability to accurately schedule our raw material purchases and
production and manage our inventory may adversely affect our business and cash flows from operations.

The table below sets forth certain details of our inventory as of the dates or for the periods/Fiscals stated:

As of / for the three months


As of / for the Fiscal ended March 31,
Particulars ended June 30,
2025 2024 2025 2024 2023
Inventories (₹ millions) 3,018.30 3,071.15 2,777.27 3,293.44 3,948.81
Inventories (as % of total 10.34% 14.66% 9.81% 15.42% 16.25%
assets)
Inventory Days* 32 34 34 34 38
* Calculated as average inventory divided by (cost of goods sold, multiplied by 365 for Fiscals or by 91 for the three months
ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Cost of goods sold comprises
Cost of Materials Consumed, Purchases of Stock in Trade and Changes in inventories of finished goods, semi-finished goods
and Stock in trade.

While we have not experienced a significant mismatch in our inventory levels as compared to our
requirements in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, there can be no
assurance that such instances in the future will not have a material adverse effect on our liquidity,
profitability and financial condition. Furthermore, we may be required to maintain high inventory levels
if we anticipate an increase in customer demand for our products, which would require a significant
amount of working capital. Continued increases in our working capital requirements may have an adverse
effect on our results of operations and financial condition. For further details, see “– We have substantial
capital expenditure and working capital requirements and may require additional financing to meet
those requirements, which could have an adverse effect on our results of operations and financial
condition.” on page 102.

101
37. We may not be able to achieve the anticipated synergies from our recent corporate reorganization or
future technical collaborations, joint ventures, strategic investments, alliances and acquisitions.

We completed our corporate reorganization on March 26, 2025, pursuant to which TAIPL, FMIPL,
FMBIL and FMSIL became our Subsidiaries pursuant to share swap agreements entered into by our
Company and the shareholders of the abovementioned companies. For further details of the
reorganization, see “History and Certain Corporate Matters” and “Capital Structure” beginning on
pages 331 and 146, respectively.

One purpose of the reorganization was to capitalize on potential operating synergies among our
Subsidiaries and business lines, including facilitating cross-selling by leveraging customer relationships
within one division to capture opportunities in other divisions or business lines, gaining access to a larger
footprint of manufacturing facilities in India to service new clients, and improving negotiation leverage
for power, utilities and other expenses due to the greater volumes of the combined business. Realization
of the anticipated benefits of our reorganization will depend, in large part, on our ability to successfully
eliminate redundant corporate functions and consolidate company and shared service responsibilities.
We will be required to devote significant management attention and resources to the consolidation of
business practices and support functions. The process of consolidating corporate level operations could
cause an interruption of, or loss of momentum in, our business and financial performance.

The diversion of management’s attention and any delays or difficulties encountered in connection with
our reorganization, and failure to fully realize corporate synergies and operational improvements could
have an adverse effect on our business, financial results, financial condition and prospectus. The
consolidation and integration process may also result in additional and unforeseen expenses.
Additionally, we may also incur additional costs to operate a listed company, including due to increased
headcount and compliance costs. There can be no assurance that the contemplated synergies and other
benefits anticipated from the reorganization will be realized.

In addition, in the future we may engage in technical collaborations, joint ventures, strategic investments,
alliances and acquisitions that fit well with our strategic business objectives and growth strategies. There
can be no assurance that any such efforts will achieve the results contemplated by our management.
These transactions involve significant challenges and risks, including difficulties in identifying suitable
partners or acquisition targets; competition from other potential collaborators or acquirers; and potential
increases in debt, litigation and other operational costs, all of which could have an adverse effect on our
operations. Acquisitions may not be accretive to our overall business and result in increased integration
costs. Proposed acquisitions may be subject to the receipt of regulatory approvals and the completion of
conditions precedent to the closing of such acquisitions, which may not be fulfilled in a timely manner
or at all. Further, future acquisitions and the subsequent integration of new assets and businesses into our
own would require significant attention from our management and could result in a diversion of resources
from our existing business, which in turn could have an adverse effect on our operations. Moreover,
acquisitions and investments may result in the impairment of our goodwill and other intangible assets,
which could adversely affect our business, financial condition, cash flows and results of operations.

38. We have substantial capital expenditure and working capital requirements and may require additional
financing to meet those requirements, which could have an adverse effect on our results of operations
and financial condition.

Our business is capital intensive as we require significant capital to operate and expand our
manufacturing facilities. Our historical capital expenditure has been and is expected to be primarily used
towards the additions to plants, infrastructure, manufacturing equipment and tooling. Set forth below are
details of capital expenditure incurred by us in the three months ended June 30, 2025 and 2024 and last
three Fiscals and the source of funding the same:

As of / for the three months As of / for the Fiscal ended March 31,
Particulars period ended June 30,
2025 2024 2025 2024 2023
Capital expenditure *(₹ millions) 42.44 136.65 647.81 974.93 633.93
Capital expenditure (as % of 0.15% 0.65% 2.29% 4.56% 2.61%
total assets)
Source of funding the above Internal Internal Internal Internal Internal
Capital expenditure Accruals Accruals Accruals Accruals Accruals

102
* Capital expenditure relates to purchase of property, plant and equipment, including capital work in progress and capital
advances.

The actual amount and timing of our future capital requirements may differ from estimates due to, inter
alia, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, delays in obtaining
regulatory approvals, economic conditions, engineering design changes, weather related delays,
technological changes and additional market developments and new opportunities in the automotive
components industry. Additionally, as our customers may relocate their manufacturing
activities/capacities from time to time, we may be required to shift our capacities to a different facility
or transport products from our existing facility to the customers’ new location. For example, in Fiscal
2025, one of our OEM customers relocated its manufacturing facilities from Chakan, Pune to Sanand,
Gujarat. As a result, we had to shift our production from our Chakan ART Facility to our Sanand Facility
to service this customer. While this did not materially affect our results of operations, there is no
assurance that future relocations of customer production facilities will not have a material impact on our
operations. Although we optimize our capital expenditure in plant and machinery by redeploying idle or
underutilized assets to or from entities in the Tenneco Group in other regions, such redeployable assets
from other regions may not be available in the future and may therefore lead to higher capital spend. See
also “–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, could have an adverse impact on our business, reputation, financial condition, and results
of operations.” and “ –Our Bhiwadi Facility, Hosur Facility and Puducherry Facility currently operate
at high-capacity utilization levels and we may not be able to meet additional demand for our products
until we are able to increase our capacity. Further, if we underestimate or overestimate the demand
for our products, the capacity utilization of our manufacturing plants may be under-utilized or over-
utilized, respectively, which could adversely affect our manufacturing schedules and related costs” on
pages 60 and 99, respectively.

Furthermore, we require a significant amount of working capital for our operations to maintain optimum
inventory levels of raw materials, work-in-progress and finished goods as well as to offer credit to our
customers and fulfil our payment obligations towards our suppliers. The table below sets forth our
working capital for the stated periods/Fiscals:

As of / for the three months ended


As of / for the Fiscal ended March 31,
Particulars June 30,
2025 2024 2025 2024 2023
Net Working 1,550.77 923.38 1,778.29 806.30 2,915.34
Capital(1)
(₹ millions)
Net Working 11 7 13 5 22
Capital Days(2)
(number of days)
Trade Working (781.85) 767.75 721.93 (321.92) 119.7
Capital(3) 9
(₹ millions)
Inventory Days(4) 32 34 34 34 38
(numbers of days)
Payable days(4) 100 95 105 89 90
(numbers of days)
Receivable days(4) 45 40 47 37 42
(numbers of days)
Notes:

(1) Net Working Capital is calculated as Current Assets (excluding assets classified as held for sale and receivables related to
sale of investment in Motocare India Private Limited classified under Other financial assets) less Current Liabilities
(excluding liabilities relating to assets held for sale), as per Restated Consolidated Financial Information.
(2) Net Working Capital Days is calculated as 365 (for Fiscals) or 91 (for three months ended June 30, 2025 and June 30, 2024),
multiplied by Net Working Capital turnover, rounded off to zero decimals. Net working capital turnover is calculated as Net
Working Capital divided by Revenue from Operations.
(3) Trade Working Capital is calculated as the sum of account receivables and inventory less trade payables (trade payables
include vendor bill financing).
(4) Inventory Days is calculated as average inventories divided by (cost of goods sold divided by 365 for Fiscals or by 91 for the
three months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Payable Days
is calculated as average trade payables divided by (total purchases divided by 365 for Fiscals or by 91 for the three months
ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Purchases includes purchase

103
of stock-in-trade, raw materials and packing materials. Receivable Days is calculated as average trade receivables divided
by (cost of goods sold divided by 365 for Fiscals or by 91 for the three months ended June 30, 2025 and June 30, 2024 (as
applicable)), rounded to the nearest whole number. Cost of goods sold comprises Cost of Materials Consumed, Purchases of
Stock in Trade and Changes in inventories of finished goods, semi-finished goods and Stock in trade.

Our Net Working Capital increased in Fiscal 2025 compared to Fiscal 2024, primarily due to an increase
in trade receivables as one of our customers discontinued its vendor discounting program which involved
early payment in exchange for a discount on the invoice amount. Additionally, there was an increase in
cash and cash equivalents due to higher cash flow from operating activities and lower capex.
Our working capital requirements may increase if payment terms in our agreements lead to reduced
advance payments from our customers or longer payment schedules, and we may need to raise additional
capital from time to time to meet these requirements. To manage our trade working capital, we utilize
facilities such as customer invoice factoring and supplier invoice financing from banks and financial
institutions for some of our customers and suppliers. Financing limits are sanctioned based on our past
financial performance and the policies of the banks, which may change in the future. Consequently, we
may need to raise additional capital from time to time to meet these requirements. Moreover, if we are
unable to avail ourselves to these arrangements, our trade working capital may increase and our cash
flows may be constrained.

Our sources of additional financing required to meet our capital expenditure plans or working capital
requirements may include the incurrence of debt or the issuance of equity or debt securities or a
combination of both. If we decide to raise additional funds through the incurrence of debt, our interest
and debt repayment obligations will increase, which could significantly affect our profitability and cash
flows, and we may be subject to additional covenants which could limit our ability to access cash flows
from operations. Any issuance of equity, on the other hand, would result in a dilution of your
shareholding. For details in relation to the terms of our existing financing arrangements and restrictive
covenants, see “Financial Indebtedness” beginning on page 546.

39. We are exposed to counterparty credit risk. Our inability to collect receivables on time or at all and
defaults in payment from our customers could reduce our profits and affect our cash flows.

We are exposed to counterparty credit risk in relation to our customers and any significant delay in them
making payments to us or failure to make such payments may have a material adverse effect on our
results of operations, financial condition and cash flows. There is no assurance that we will accurately
assess the creditworthiness of our customers, and actual losses on amounts due to us from customers
could differ from those that we currently anticipate. We have not experienced significant write-offs as a
result of our customers’ inability to pay in the three months ended June 30, 2025 and Fiscals 2025, 2024
and 2023.

The table below sets forth details our trade receivables as of the dates and for the periods/Fiscals stated:

As of / for the three


As of / for the Fiscal ended March 31,
Particulars months ended June 30,
2025 2024 2025 2024 2023
Trade receivables (₹ 5,895.61 5,697.22 6,872.31 5,597.62 5,631.82
millions)
Trade receivables (as % 45.86%* 44.83%* 14.05% 10.24% 11.67%
of revenue from
operations)
Receivable Days(1) 45 40 47 37 42
Note: *Not annualized
(1) Receivable Days is calculated as average trade receivables divided by (revenue from operations divided by 365 days
for Fiscals or by 91 days for the three months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest
whole number.

The following table sets forth the ageing of trade receivables, net of loss allowance, as of the date and
for the periods/Fiscals indicated:
(₹ millions)
As of / for the three months
As of / for the Fiscal ended March 31,
Particulars ended June 30,
2025 2024 2025 2024 2023
Not Due 2,333.08 2,728.57 3,320.78 2,310.26 2,199.72

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As of / for the three months
As of / for the Fiscal ended March 31,
Particulars ended June 30,
2025 2024 2025 2024 2023
Outstanding for less 3,550.58 2,975.15 3,544.63 3,225.44 3,431.30
than 6 months from
due date
Outstanding for 6 48.36 26.18 40.00 79.89 19.25
months to 1 year from
due date
Outstanding for 1 - 2 8.73 22.26 13.39 29.98 29.71
years from due date
Outstanding for 2 - 3 3.67 5.59 2.81 4.64 6.05
years from due date
Outstanding for more 2.59 3.32 3.29 7.20 1.41
than 3 years from due
date
Expected credit loss (51.40) (63.85) (52.59) (59.79) (55.62)
allowance
Total trade 5,895.61 5,697.22 6,872.31 5,597.62 5,631.82
receivables (net of
expected credit loss
allowance)

Our expected credit loss allowance as a percentage of our trade receivables for the three months ended
June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023 was 0.86%, 1.11%, 0.76%, 1.06% and 0.98%,
respectively.

Macroeconomic conditions, such as a credit crisis in the global financial system, global economic
uncertainty, or a pandemic, could lead to deterioration in our customers’ financial condition and results
of operations, which could limit their access to the credit markets, thereby increasing their risk of
insolvency or bankruptcy. Such conditions could cause our customers to delay payment, request
modifications of their payment terms, or default on their payment obligations to us, all of which may
increase our receivables. Should one or more of our customers become insolvent or otherwise be unable
or unwilling to pay for their orders, our working capital estimations, results of operations, cash flows and
financial condition could be adversely affected.

For details on the ageing of trade receivables, see “Restated Consolidated Financial Information – Note
6- Financial Assets - Trade Receivables” on page 429.

40. We require power, fuel and water for our operations and any disruption to the supply of power, fuel
or water could disrupt our manufacturing operations and increase our production costs, which could
adversely affect our results of operations.

We require power, fuel and water for the operation of our manufacturing facilities. If energy costs rise,
or if electricity, fuel or water supplies are disrupted, our manufacturing operations could be disrupted,
and our profitability could decline. For the three months ended June 30, 2025 and 2024 and Fiscals 2025,
2024 and 2023, our power and fuel costs were as follows:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount % of Amount % of Amount % of Amount % of Amount % of
Particulars
(₹ revenue (₹ revenue (₹ revenue (₹ revenue (₹ revenue
millions) from millions) from millions) from millions) from millions) from
operations operations operations operations operations
Power and 125.50 0.98% 123.02 0.97% 484.22 0.99% 457.45 0.84% 428.97 0.89%
fuel

We source most of our electricity from state electricity boards and have entered into certain power
purchase agreements with third-party suppliers. We have third-party power purchase agreements for our
Clean Air Solutions plant in Chennai, and our Advanced Ride Technologies plant in Hosur for solar and
wind power. In the event of a supply disruption from state electricity boards and third-party suppliers,
we will need to rely on captive generators, which may not consistently meet our requirements and may
increase our costs. Furthermore, if our generators are unable to support our operations, we may need to

105
shut down our facilities until an adequate supply of electricity is restored. We source most of our water
from state utilities and IDC water sources, and there can be no assurance that we will be able to continue
to obtain sufficient water supply. In the event of a supply disruption, we may need to shut down our
facilities until an adequate supply of water is restored. We are also subject to potentially significant
inflationary pressures if electricity or water costs rise, and if we are unable to pass on these increased
costs to our customers, our profitability could decline.

While we have not experienced any interruptions to our power, fuel or water supplies in the three months
ended June 30, 2025 and Fiscals 2025, 2024 and 2023, there is no guarantee that future interruptions
would not occur due to unforeseen events.

41. We require certain licenses, permits and approvals in the ordinary course of business, and failure to
obtain or retain them in a timely manner may have a material adverse effect on our business and
results of operations.

We are required to obtain and maintain a number of statutory and regulatory licenses, permits and
approvals under central, state and local government rules in India, generally for carrying out our business
and for each of our manufacturing facilities. For further details on regulatory licenses, permits and
approvals in India, see “Government and Other Approvals” beginning on page 541. We may need to
apply for permits and approvals, including the renewal of permits or approvals which may expire from
time to time in the ordinary course of business. Our approvals may expire in the ordinary course, and we
may be required to make applications for such renewals. Most of these approvals, including the factories’
license, consent to establish and operate under environmental laws, no objection certification issued by
the municipal fire department, authorization for waste disposal, and license to store gases in our factory
premises, are granted for a limited duration and require regular renewal and we cannot guarantee we will
be able to obtain or renew such approvals in a timely manner, or at all. We also cannot assure you that
such permits or approvals will be issued or granted in a timely manner, or at all, and any delay in the
issuance of such licenses, permits or approvals may result in action by the relevant regulatory authority,
or payment of fines or penalties. For instance, as on the date of this Red Herring Prospectus, our
applications for the registration under Contract Labour (Regulation and Abolition) Act, 1970 for our
Puducherry Facility and for the trade license for our Hosur Facility remains pending. For details, see
“Government and Other Approvals – Material Approvals pending in respect of our Company and
Material Subsidiaries” on page 543. Given the dynamic nature of regulatory frameworks in the regions
in which we operate, we may also need to obtain additional licenses and approvals as new regulations
are enacted. While we have not faced any material instances where our application for statutory permits,
approvals or licenses were rejected by the relevant regulatory authority in the three months ended June
30, 2025 and Fiscals 2025, 2024 and 2023, our ability to maintain business operations could be
compromised if we fail to obtain or renew the requisite licenses and approvals in future.

(a) Further, the licenses, permits and approvals required by us are subject to several conditions or ongoing
compliance, and we cannot assure you that we will be able to continuously meet such conditions, which
may lead to cancellation, revocation or suspension of the relevant licenses, permits and approvals. For
instance, in February 2025, TAIPL received a show cause notice from the Pondicherry Pollution Control
Committee under the Environment (Protection) Act, 1986 in relation to our Puducherry Facility for
submission of a compliance report under the Hazardous and Other Wastes (Management and
Transboundary Movement) Rules, 2016 to which TAIPL has responded, receipt of which was
acknowledged by the relevant authority. For details in relation to the show cause notices received by us
which are outstanding as on the date of this Red Herring Prospectus, see “Outstanding Litigation and
Material Developments- Litigation involving our Subsidiaries- Actions by statutory and regulatory
authorities involving our Subsidiaries” beginning on page 536. Any revocation or suspension of
approvals and licenses, if not restored in time or at all would materially and adversely affect our
reputation, business, financial condition, results of operations and cash flows. While we have not
experienced any instances of such approvals being rejected, suspended or revoked in the three months
ended June 30, 2025 and Fiscals 2025, 2024 and 2023 that materially affected our business and results
of operations, if there is any failure by us to comply with the applicable regulations or if the regulations
governing our business are amended, we may incur increased compliance costs, be subject to penalties,
have our licenses, approvals and permits revoked or suffer a disruption in our operations, any of which
may have a material adverse effect on our business and results of operations.

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42. We are exposed to foreign currency exchange rate fluctuations which may have an adverse effect on
our results of operations.

While our reporting currency and principal revenue are in Indian Rupees, we are exposed to exchange
rate fluctuations, particularly in the U.S. Dollar and Chinese Yuan, due to our import of raw materials,
particularly substrates and steel, imports of manufacturing machinery, and export sales. To the extent
that we are unable to match costs incurred in foreign currencies with revenue received, or that there are
sharp exchange rate fluctuations between such currencies, we could have significant unhedged exposure
on the translation of receivables and trade payables.

The table below sets forth the details of our foreign exchange impact for the periods/Fiscals indicated:
(₹ millions)
Foreign
Currency As of June 30, As of June 30, As of March 31, As of March 31, As of March 31,
Particulars
(Equivalent in 2025 2024 2025 2024 2023
₹ Millions)
Financial liabilities 10.71 10.08 9.17 18.57 7.36
Trade payables U.S. Dollar 922.52 842.55 787.16 1,543.9 609.07
9
6.41 5.52 4.25 20.26 19.31
Euros
646.14 493.39 393.07 1,842.4 1,725.55
2
British Pound 0.04 0.94 0.02 0.05 0.03
5.06 13.13 2.07 4.85 3.42
Chinese Yuan 3.55 10.19 8.75 9.37 3.95
29.09 66.41 106.48 109.94 48.54
ZAR - 0.60 - 11.86 -
- 2.73 - 2.69 -
South Korean 1,338. 484.43 1,259.80 907.79 132.61
Won 48
84.97 29.13 78.34 56.10 8.34
Financial assets U.S. Dollars 10.85 6.20 11.41 6.21 6.62
Trade receivables 928.17 516.01 974.57 514.04 544.56
Euros 1.02 0.83 1.14 0.66 0.64
101.73 73.51 104.78 59.27 56.88
British Pound - - - - -
- - - - 0.02
1.97 1.62 1.73 0.85 3.20
U.S. Dollars
168.23 134.92 148.04 71.15 248.51
EEFC Bank account
Euros 0.50 0.13 0.04 0.18 0.20
50.45 11.12 3.31 15.69 17.36
U.S. Dollars - 0.00 - 0.02 0.15
- 0.29 - 1.42 12.01
Capital creditors
0.06 0.05 0.06 0.08 0.11
Euros
5.59 4.65 5.13 7.75 9.45

While we benefit from a natural hedge against foreign currency risk by virtue of our export sales
offsetting our imports to an extent, our results of operations have in the three months ended June 30,
2025 and Fiscals 2025, 2024 and 2023 been affected by exchange rate fluctuations and there can be no
assurance that our natural hedge will be effective in reducing or eliminating the adverse impact of such
fluctuations in the future. Exchange rate fluctuations can also affect the Indian Rupee value of our
monetary assets and liabilities denominated in foreign currencies irrespective of operating results, which
could have an adverse impact on the value of our Equity Shares. Due to the low volume of foreign
currency transactions, our exposure to foreign currency risk is limited and therefore, we do not use any
derivative instruments to manage our foreign currency exposure. Additionally, we do not use forward
contracts and swaps for speculative purposes.

For further information, see “Restated Consolidated Financial Information–Note 30– Financial risk
management-Foreign currency risk exposure” on page 460. Accordingly, any significant fluctuation in
the exchange rates of the Indian Rupee against foreign currencies could result in an adverse effect on our
business, results of operations, financial condition and future prospects.

107
43. We have certain contingent liabilities that have not been provided for in our financial statements, and
our financial condition could be adversely affected if any of these contingent liabilities materialize.
We also have certain contractual commitments, which may entail cash outflow.

The following table sets forth our contingent liabilities (that had not been provided for) disclosed in our
Restated Consolidated Financial Information in accordance with Ind AS 37 - Provisions, Contingent
Liabilities and Contingent Assets, as of June 30, 2025:

Particulars Amount (in ₹ millions)


Stamp Duty on demerger (including penalty) 196.57
Income Tax matters 736.60
Customs 134.10
Central excise 5.54
Goods & Service tax 70.27
Others 23.73
Total 1,166.81

The above amounts do not include interest and penalty amounts which may be payable till the date of settlements, if any. We believe
that none of these matters, either individually or in aggregate, are expected to have any material adverse effect on its financial
statements.

We also have the following contractual commitments as of June 30, 2025:

Particulars Amount (in ₹ millions)


Property, plant and equipment (net of advances paid) 478.38

We cannot assure you that we will not incur similar or increased levels of contingent liabilities in the
future and that our existing contingent liabilities will not have material adverse effects on our business,
financial condition and results of operations. If any of these contingent liabilities materialize, our
financial condition and results of operation may be adversely affected. For further details of our
contingent liabilities and capital commitments, see also “Restated Consolidated Financial Information–
Note 32-Commitments and Contingent liabilities-Contingent liabilities” on page 462.

44. We face competition from both domestic as well as multinational corporations and there is no
assurance that we will be able to successfully compete in the markets we currently operate in or those
that we plan to expand into. Our inability to compete effectively could result in the loss of customers
and our market share, which could have an adverse effect on our business, financial condition, results
of operations and prospects.

We compete globally with a number of other automotive, non-automotive and industrial component
manufacturers and distributors that produce and sell products similar to ours. We face competition from
competitors both domestically and internationally, in relation to specific business lines and sectors. The
key factors of competition may include quality, cost, delivery, technical capability, level of vertical or
horizontal integration, and quality of management. Consequently, we compete with different companies
under each of our business categories. The following table indicates our key competitors in the domestic
market for our key business lines:

Business Lines Key Competitors


Clean Air Solutions Sharda Motors, SM Auto, and Cummins Emission Solutions
Ignition Bosch, Niterra India PVT LTD. (formerly known as NGK) and Denso India
PVT LTD
Bearings and sealings Daido, Bimetal Bearings Ltd, Taiho Kogyo Co. Ltd., Talbros (Talbros
Automotive Components Ltd and Talbros Engineering Ltd) and Elring Klinger
Advanced Ride Technologies Gabriel India Limited
(Source: CRISIL Report)

For further details, see, “Our Business – Competition” and “Industry Overview” on pages 320 and 195,
respectively. For details in relation to our key performance indicators in comparison with our key
competitors see, “Basis of for Offer Price – Key Performance Indicators” on page 171.

Some of our competitors are larger than us, and some have greater financial and other resources and other
economic advantages as compared to our business, such as higher revenue, lower labor costs, and, in
some cases, export or raw materials subsidies. We may not be able to effectively compete with other

108
automakers with regards to AI or other emerging trends in the industry. Increased competition could
adversely affect our business. Should any of our competitors foresee market developments more
accurately than we do, develop products that are superior to ours, produce similar products at lower costs,
or adapt more quickly than us to new technologies or evolving customer requirements, our products may
not be able to compete successfully with our competitors’ products, and we may fail to meet the growing
customer demands. If we misjudge the amount of capital to invest or are otherwise unable to continue
providing products that meet our customers’ needs in this environment of rapid technological change,
our market competitiveness could be adversely affected.

45. A deterioration in the reputation and market perception of our licensed brands, particularly the
Tenneco, Champion and Monroe brands, or our quality control systems or any of our sales and
marketing efforts which are ineffective, could adversely affect our sales, profitability and the
implementation of our growth strategy.

Our brand and reputation are among our most important assets, and the performance and quality of our
products are critical to our business success. In particular, we operate under the Tenneco name and sell
our products under the Champion and Monroe brands. As of the date of this Red Herring Prospectus, we
also have nine designs registered under Class 12 - 16 of the Designs Act 2000 and one patent registered
under the Patents Act, 1970 in India. The success of our products depend on the effectiveness of the
product design, quality of the raw materials and purchased components and quality control systems,
which in turn, depend on the skills and experience of our personnel, the quality of our training program,
and our ability to ensure that such personnel adhere to our policies and guidelines. Moreover, we benefit
from the strength of the Tenneco, Champion and Monroe brands globally. We conduct and/or participate
in brand and sales and marketing activities, such as tech shows and exhibitions at major automotive or
non-automotive expositions, both on our own as well as well as jointly with other entities in the Tenneco
Group. Any negative publicity or actual or perceived defects in products from any member of the
Tenneco Group may be attributed to Tenneco as a whole. If we or other entities in the Tenneco Group
are unable to maintain our reputation or further enhance our brand recognition, our ability to attract and
retain customers, could be harmed and, as a result, our business, financial position and results of
operations could be materially and adversely affected. While there have been no instances of
deterioration in our brand and reputation in the three months ended June 30, 2025 and Fiscals 2025, 2024
and 2023, any adverse change in the quality of products we supply including due to reasons beyond our
control, or allegations of defects, even when false, at any of our manufacturing facilities could tarnish
the image of our brands, result in negative reviews and feedback from our customers and adversely affect
our ability to attract and retain customers. See, “Our Business” beginning on page 267 for further details.

Furthermore, in the aftermarket, brand building depends on the effectiveness of sales and promotional
activities and choice of channel partners. These activities are managed by Motocare and we have limited
or no control over such activities. There can be no assurance that Motocare’s efforts in these areas would
always be effective. Any adverse development or decline in our brand value and reputation may
adversely affect our business, results of operations and financial condition.

46. Our inability to protect or use our intellectual property rights and our failure to keep our technical
knowledge confidential may adversely affect our business.

We regard our design registrations, patent and other similar intellectual property rights as critical to our
success and have obtained or applied for design registrations for component parts and technologies. We
have invested significant resources to develop our own intellectual property. See “Our Business –
Intellectual Property” on page 316. While we seek to protect our intellectual property rights, policing
unauthorized use of intellectual property rights is difficult and sometimes practically infeasible, there is
no assurance that the steps we have currently taken will prevent misappropriation or infringement of our
intellectual property rights. Any misappropriation or infringement could materially and adversely affect
our results of operations and financial condition.

As of the date of this Red Herring Prospectus, we have nine designs registered under Class 12 - 16 of the
Designs Act 2000 and one patent registered under the Patents Act, 1970 in India. There can be no
assurance that we will be able to renew the registration in a timely manner or at all. As a result, we may
not be able to prevent infringement of our trademarks and a passing-off action may not provide sufficient
protection until such time that this registration is granted. We may also be harmed by the actions of or
negative press relating to entities which have similar names to us. Any unauthorized or inappropriate use
of our brand, trademarks and other related intellectual property rights by others in their corporate names,

109
product brands or otherwise could harm our brand image, competitive advantages and business, and
dilute or harm our reputation and brand recognition.

Furthermore, our technical knowledge is a significant independent asset that is guarded as a trade secret
and may not be adequately protected by intellectual property rights. As a result, we cannot be certain that
our technical knowledge will remain confidential over time. A significant number of our employees have
access to confidential design and product information. Although we may seek to enforce non-disclosure
agreements entered into with R&D and certain other key employees, we cannot guarantee that we will
be able to successfully enforce such agreements. Moreover, our employees may leave us and join our
competitors or form a competing business. We also enter into non-disclosure and non-solicitation
agreements with a number of our customers and suppliers, but we cannot assure you that such agreements
will be enforceable or successful in protecting our technical knowledge. Moreover, many of our designs
and products are not patented, and thus we may have limited or no recourse against copies of our products
and designs that enter the market due to any information leaks. While we have not experienced
unauthorized use or disclosure of confidential information in the three months ended June 30, 2025 and
Fiscals 2025, 2024 and 2023, any leaks of confidential technical information could have an adverse effect
on our business, results of operations, financial condition, cash flows and prospects.

Despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain
and use our intellectual property or seek court declarations that they do not infringe upon our intellectual
property rights. Monitoring unauthorized use of our intellectual property is difficult and costly, and we
cannot assure you that the steps we have taken or will take will prevent misappropriation of our
intellectual property. From time to time, we may have to resort to litigation to enforce our intellectual
property rights, which could result in substantial costs and diversion of our resources. See also “–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, could have an adverse impact on our business, reputation, financial condition, and results
of operations.” on page 60.

47. If we inadvertently infringe upon the intellectual property rights of others, our business and results of
operations may be adversely affected.

While we seek to ensure compliance with the intellectual property rights of others, we cannot determine
with certainty whether we are infringing on any existing third-party intellectual property rights. Non-
compliance with the intellectual property rights of others may force us to alter our technologies, obtain
licenses, or cease some of our operations. We may also be susceptible to claims from third parties
asserting infringement and other related claims. If claims or actions are asserted against us, we may be
required to obtain a license, modify our existing technology or cease the use of such technology and
design a new non-infringing technology. Such licenses or design modifications can be extremely costly.
Furthermore, necessary licenses may not be available to us on satisfactory terms, if at all. In addition, we
may decide to settle a claim or action against us, which could be costly. For instance, in Fiscal 2023, we
resolved an allegation that we had infringed copyright through a mutually agreed out-of-court settlement.
We may also be liable for any past infringement. While we do not have any pending intellectual property
litigation, any of the foregoing could adversely affect our business, results of operations and financial
condition.

In addition, in certain cases, our customers share their technology-related inputs for which they retain
intellectual property rights during the product development process that we carry out for them. We are
bound by confidentiality obligations under our non-disclosure agreements to protect their intellectual
property, including in relation to technical data such as product designs and drawings shared with us.
Although there has been no breach or misuse of intellectual property or proprietary data in the three
months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, an inadvertent breach or any misuse of
intellectual property or proprietary data by any of our employees or sub-contractors may expose us to
expensive infringement claims and may diminish our goodwill and reputation among our customers,
suppliers, lenders, investors and the public, making it difficult for us to operate our business and compete
effectively.

110
48. We regularly work with hazardous materials, and heavy machinery at our manufacturing facilities
and activities in our operations can be dangerous, which could cause injuries to people or damage
property.

Our operations are subject to operating risks associated with auto-component manufacturing, including
risks related to handling and storage of raw materials used in our manufacturing processes and the use of
heavy equipment and machinery. Our manufacturing processes involve the use of heavy equipment and
machinery, which carries the risk of industrial accidents, such as bodily harm. This may result in
disruptions to our business, damage to our manufacturing facilities, or the injury and death of our
employees. Additionally, our manufacturing processes involve the handling of heated components and
hazardous materials such as diesel, compressed natural gas/piped natural gas, hydraulic oils, ethanol,
acetylene, and nitrogen, which, if improperly managed, can lead to accidents resulting in serious injuries
or fatalities among employees or others, and can cause damage to our properties and those of others. Ten
out of our 12 manufacturing facilities have been certified for international standards of quality
management systems, such as IATF 16949 Quality certification, ISO 14001 for environmental
management systems. Nine out of our 12 manufacturing facilities are certified under ISO 45001 for
occupational health and safety management systems, which provides a framework for organizations to
reduce risks relating to health and safety. For further details, please see “Our Business – Manufacturing
- Facilities” on page 298. Despite compliance with requisite safety requirements and standards, our
operations are subject to significant hazards, including explosions, fires, mechanical failures and other
operational problems, inclement weather and natural disasters, discharges or releases of hazardous
substances, chemical or gases, and other environmental risks. The occurrence of any of these hazards
could result in a suspension of operations and the imposition of civil or criminal liabilities.

During the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, while there were no
fatalities, we had two, two, one, and three incidents of injuries, respectively, at our manufacturing
facilities. While we did not have to shut down our facilities as a result of these incidents, the loss or
shutting down of our facilities could disrupt our business operations and adversely affect our results of
operations, financial condition and reputation. We may also face claims and litigation filed on behalf of
persons alleging injury predominantly as a result of occupational exposure to hazards at our facilities. If
these claims and lawsuits, individually or in the aggregate, are resolved against us, our business,
reputation, results of operations and financial condition could be adversely affected.

49. Any future indebtedness and the conditions and restrictions imposed by our financing arrangements
may limit our ability to grow our business and adversely impact our business, results of operations,
financial condition, and cash flows.

As of June 30, 2025, we had no outstanding borrowings. If we raise funds by incurring debt obligations,
we may be subject to various covenants under the relevant debt instruments. Our ability to meet our
obligations under debt financing arrangements and repay any outstanding borrowings will depend
primarily on the cash generated by our business. The table below sets out details of our borrowings, non-
current lease liabilities and current lease liabilities, finance cost and finance cost as a percentage of
revenue from operations as of and for the periods/Fiscals indicated:

As of June As of June As of March As of March As of March


Particulars
30, 2025 30, 2024 31, 2025 31, 2024 31, 2023
Borrowings (₹ - - - - 139.72
millions)
Non-current lease 232.05 158.62 196.92 150.96 172.78
liabilities and current
lease liabilities (₹
millions)
Finance cost(1) 70.96 47.80 202.66 251.63 215.58
Finance cost as a 0.55% 0.38% 0.41% 0.46% 0.45%
percentage of
revenue from
operations (%)

Note: (1) Relates primarily to factoring costs and lease liabilities.

For further details on the nature of our borrowings as of June 30, 2025, see “Financial Indebtedness”
beginning on page 546.

111
Some of the financing arrangements entered into by us, which have not been drawn down as of June 30,
2025, include conditions that require our Company to obtain respective lenders’ consent or provide
intimation prior to carrying out certain activities (including certain corporate actions) and entering into
certain transactions. Failure to meet these conditions or obtain these consents could have significant
consequences on our business and operations. Some of the corporate actions that require prior consents
or intimations to be made to certain lenders include, amongst others, (i) changes to the shareholding
pattern of the Company, (ii) changes to the management control of the Company, or (iii) changing or
altering the capital structure, auditors, management set up or implementing a new scheme of expansion
or creation of a subsidiary etc. Furthermore, any alteration to our Memorandum of Association and
Articles of Association in a manner that adversely affects the rights or interests of the lender under these
financing agreements, also require the consent of the concerned lender. Future covenants may vary
depending on the requirements of the financial institution extending the loan and the conditions
negotiated under each financing document and may restrict or delay certain actions or initiatives that we
may propose to take from time to time. Any inability to comply with the covenants under our financing
arrangements or to obtain necessary consents required thereunder may lead to the termination of our
credit facilities, levy of penal interest, acceleration of all amounts due under such facilities and the
enforcement of any security provided. If the obligations under any of our financing agreements are
accelerated, we may have to dedicate a substantial portion of our cash flow from operations to make
payments under such financing documents, thereby reducing the availability of cash for our working
capital requirements and other general corporate purposes. Defaults under any of our debt obligations
may also trigger cross-defaults under certain of our financing arrangements. In addition, any failure to
make payments of interest and principal on our outstanding indebtedness on a timely basis would likely
result in a reduction of our creditworthiness and/or any credit rating we may hold, which could harm our
ability to incur additional indebtedness on acceptable terms. Our failure to meet our obligations under
our financing agreements could have an adverse effect on our business, results of operations, financial
condition, and cash flows.

50. We have issued specified securities during the preceding 12 months from the date of this Red Herring
Prospectus at a price which may be below the Offer Price.

We have issued Equity Shares at a price that could be lower than the Offer Price in the last 12 months
prior to filing this Red Herring Prospectus, as set out below:

Date of Reason for / Name(s) of Number of Face Issue price Nature of


allotment nature of allottee(s) and Equity Shares value per Equity consideration
allotment details of allotted per Share
Equity Shares Equity (₹)
allotted per Share
allottee (₹)
March 26, Private Federal-Mogul 14,478,794 10 288.85 Other than
2025 placement(1) Pty Ltd cash(1)
March 26, Private Federal-Mogul 3,992,380 10 288.85 Other than
2025 placement(2) Investments B.V. cash(2)
March 26, Private 6,615,274 Equity 13,590,220 10 288.85 Other than
2025 placement(3) Shares allotted to cash(3)
Federal-Mogul
Investments B.V.
and 6,974,946
Equity Shares
allotted to
Tenneco LLC
March 26, Private 146,123,690 157,454,086 10 288.85 Other than
2025 placement(4) Equity Shares cash(4)
allotted to
Tenneco
Mauritius
Holdings Limited
and 11,330,396
Equity Shares
allotted to
Tenneco
(Mauritius)
Limited

112
(1)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Ignition Products India Limited
and Federal-Mogul Pty Ltd pursuant to which 14,478,794 Equity Shares of our Company of face value of ₹10 each were allotted
to Federal-Mogul Pty Ltd as consideration for acquiring 42,789,029 equity shares of face value ₹10 each of Federal-Mogul
Ignition Products India Limited. For details see “History and Certain Corporate Matters - Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since
incorporation” on page 334.
(2)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Sealings India Limited and
Federal-Mogul Investments B.V. pursuant to which 3,992,380 Equity Shares of our Company of face value of ₹10 each were
allotted to Federal-Mogul Investments B.V as consideration for acquiring 7,491,712 equity shares of face value ₹1 each of
Federal-Mogul Sealings India Limited. For details see “History and Certain Corporate Matters - Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since
incorporation” on page 334.
(3)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Bearings India Limited, Federal-
Mogul Investments B.V. and Tenneco LLC (formerly known as Tenneco, Inc.), pursuant to which 13,590,220 Equity Shares of our
Company of face value of ₹10 each were allotted to Federal-Mogul Investments B.V. and Tenneco LLC (formerly known as
Tenneco, Inc.) as consideration for acquiring 8,721,086 equity shares of face value of ₹10 each of Federal-Mogul Bearings India
Limited. For details see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.
(4)
Our Company entered into a share swap agreement dated March 25, 2025 with Tenneco Automotive India Private Limited,
Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited pursuant to which 157,454,086 Equity Shares of our
Company of face value of ₹10 each were allotted to Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited as
consideration for acquiring 100,000 equity shares of face value of ₹10 each of Tenneco Automotive India Private Limited. For
details see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.

The price at which Equity Shares have been issued by our Company in the preceding one year is not
indicative of the price at which they will be issued or traded after listing.

51. Failure or disruption of our Information Technology (“IT”) systems may adversely affect our
business, financial condition, results of operations and prospects.

We have implemented IT systems and Enterprise Resource Planning solutions covering major business
processes to support our core operations. These systems help manage key areas such as purchasing, sales,
human resources, finance, production planning, and inventory management. We rely on our IT systems
for the timely supply of our products to customers. These systems are potentially vulnerable to damage
or disruptions from a variety of sources, including natural disasters, power outages, cyber-attacks,
failures in third party-provided services or a range of other hardware, software and network problems,
which could result in a material adverse effect on our operations or lead to disclosure of sensitive
company information. For example, in July 2024, a software update by a cybersecurity technology
company, caused widespread crashes of Windows systems into which it was integrated, including certain
Windows systems that may have been used by us and our third-party service providers, vendors and
customers. While we did not experience any material impacts as a result of the CrowdStrike software
update, we could in the future experience third-party software-induced interruptions that materially and
adversely affect our operations. A significant or large-scale malfunction or interruption of one or more
of our IT systems could adversely affect our ability to keep our operations running efficiently and affect
product availability, particularly in region or functional area where the malfunction occurs.

A large-scale IT malfunction or cyber-attack on our network could pose cybersecurity risks which may
result in breaches of confidentiality, availability of the data and/or transactions processed by the
information systems (system malfunction, data theft and data destruction). These may result from
external (denial of service, hacking, malware) or internal (tampering, breach of data confidentiality)
threats. As a result, a malfunction of our data system security measures could enable unauthorized
persons to access sensitive business data, including information relating to our intellectual property
(including product designs, design software and other trade secrets) or business strategy or those of our
customers. Such malfunctions or disruptions could cause economic losses for which we could be held
liable. Moreover, the use of AI may heighten cybersecurity risks with more sophisticated or targeted
attacks. A failure of our information technology systems could also cause damage to our reputation which
could harm our business. While we did not experience any cybersecurity incidents which resulted in data
leaks in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, such leaks may occur
in the future. Any of these developments, alone or in combination, could have a material effect on our
business, financial condition and results of operations. As such, the unavailability of, or failure to retain,
well-trained employees capable of constantly servicing our IT and/or enterprise resource planning
systems may compromise our IT systems, thereby adversely affecting our ability to operate efficiently.

Any failure or disruption in the operation of these systems or the loss of data due to such failure or
disruption (including due to human error or sabotage) may affect our ability to plan, track, record and

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analyze work in progress and sales, process financial information, meet business objectives based on IT
initiatives such as product life cycle management, manage our creditors, debtors, manage payables and
inventory or otherwise conduct our normal business operations. In addition, we may be required to incur
significant costs to protect against damage caused by such attacks or disruptions in the future or failure
by us to comply with Indian or foreign laws and regulations, including those regulating privacy, data
protection or information security, which may increase our costs and otherwise materially adversely
affect our business, results of operations, financial condition and prospects.

We have also in the past relied on and may continue to rely on third-party vendors for aspects of our
cybersecurity strategy maintaining our IT infrastructure, such as conducting security reviews. There can
be no assurance that such reviews by these vendors, or measures we take in response to such reviews,
will be effective at identifying or preventing any cybersecurity threat.

As part of our operations, we are required to comply with the Information Technology Act, 2000 and the
rules thereof, which provides for civil and criminal liability and the Digital Personal Data Protection Act,
2023, provisions whereof, which as and when made effective (“DPA”) stipulate a monetary penalty in
case of breach of the provisions of the DPA. Certain of these laws, rules and regulations are relatively
new and their interpretation and application remain uncertain and are also subject to change and may
become more restrictive in the future. For further details on DPA, see “– Changing laws, rules and
regulations and legal uncertainties, including adverse application of tax laws, may adversely affect
our business, prospects and results of operations” on page 118. Thus, if our interpretations of the law
and regulations or our practices and platform is inconsistent with or fail to meet all requirements of such
laws, which could expose us to litigation and monetary penalties, which in turn may adversely affect our
business, results of operations, financial condition and cash flows.

52. This Red Herring Prospectus contains information from an industry report, prepared by an
independent third-party research agency, CRISIL, which we have commissioned and paid for
purposes of confirming our understanding of the industry exclusively in connection with the Offer
and reliance on such information for making an investment decision in the Offer is subject to certain
inherent risks.

Pursuant to being engaged by us, CRISIL, an independent third-party agency, prepared the CRISIL
Report. Our Company commissioned CRISIL pursuant to the engagement letter dated February 17, 2025.
Certain sections of this Red Herring Prospectus include information based on, or derived from, the
CRISIL Report or extracts from the CRISIL Report. We commissioned and paid for the CRISIL Report
for the purpose of confirming our understanding of the industry in connection with the Offer. All such
information in this Red Herring Prospectus indicates the CRISIL Report as its source. Accordingly, any
information in this Red Herring Prospectus derived from, or based on, the CRISIL Report should be read
taking into consideration the foregoing. The report uses certain methodologies for market sizing and
forecasting and may include numbers relating to our Company that differ from those we record internally.
Certain information used in preparing the CRISIL Report may have been obtained from or through the
publicly available data, or third-party sources. To the extent such information includes estimates or
forecasts, the CRISIL Report has assumed that such estimates and forecasts have been properly prepared.
Industry sources and publications are also prepared based on information as of specific dates and may
no longer be current or reflect current trends. Industry sources and publications may also base their
information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Further,
the CRISIL Report is not a recommendation to invest/disinvest in any company covered in the CRISIL
Report. Accordingly, prospective investors should not place undue reliance on, or base their investment
decision solely on, this information. In view of the foregoing, you may not be able to seek legal recourse
for any losses resulting from undertaking any investment in this offering pursuant to reliance on the
information in this Red Herring Prospectus based on, or derived from, the CRISIL Report. You should
consult your own advisors and undertake an independent assessment of information in this Red Herring
Prospectus based on, or derived from, the CRISIL Report before making any investment decision
regarding this offering. See “Industry Overview” beginning on page 195.

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53. Information relating to our operational capacities and the historical capacity utilization of our
manufacturing facilities included in this Red Herring Prospectus is based on various assumptions and
estimates and future production and capacity utilization may vary.

Information relating to our operational capacities and the historical capacity utilization of our
manufacturing facilities included in this Red Herring Prospectus is based on various assumptions and
estimates of our management, including past production mix, installed capacity information and standard
capacity calculation practices, that have been taken into account by the chartered engineer in the
calculation of our capacity. These assumptions and estimates taken into account for measuring installed
capacities are based on 75 working days in the three months ended June 30, 2025 and 2024 and 300
working days in a Fiscal. These details have been certificated by way of certificates from Kunal Kantilal
Vikamsey and Naresh Kanji Wadhia of Kanti Karamsey and Co. Advisors LLP (Chartered Engineer
Registration Numbers: F-1307017 and M 115754/4, respectively) Independent Chartered Engineers.
Actual production levels and capacity utilization rates may therefore vary significantly from the installed
capacity of our manufacturing facilities. Undue reliance should therefore not be placed on our capacity
information or historical capacity utilization information for our existing facilities included in this Red
Herring Prospectus. For further information regarding capacity of our manufacturing units, see “Our
Business – Manufacturing – Facilities” on page 298.

54. This Red Herring Prospectus contains certain non-GAAP financial measures and other statistical
information related to our operations and financial performance. These non-GAAP measures and
statistical information may vary from any standard methodology that is applicable across the industry,
and therefore may not be comparable with financial or statistical information of similar nomenclature
computed and presented by other companies.

Certain non-generally accepted accounting principle financial measures (“Non-GAAP Measures”) and
other statistical information relating to our operations and financial performance such as VAR, EBITDA,
EBITDA Margin (%) (Basis Revenue from Operations), EBITDA Margin (%) (Basis VAR), PAT
Margin (%) (Basis Revenue from Operations), PAT Margin (%) (Basis VAR), Adjusted PAT, Adjusted
PAT Margin (Basis Revenue from Operations), Adjusted PAT Margin (Basis VAR), ROCE, FCF /
EBITDA, Cash Conversion Cycle, ROE, Adjusted ROE, Net Debt, Net Debt to Equity Ratio, Net Debt
to EBITDA Ratio, Fixed Assets Turnover Ratio, Net Working Capital and Net Working Capital Days
have been included in this Red Herring Prospectus. For reconciliations of these numbers, see “Other
Financial Information – Reconciliation of Non-GAAP measures” on page 485. We compute and
disclose such Non-GAAP Measures and other statistical information relating to our operations and
financial performance as we consider such information to be useful measures of our business and
financial performance. These Non-GAAP Measures are supplemental measures of our performance and
liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, U.S. GAAP or
IFRS. Further, these Non-GAAP Measures should not be considered in isolation or construed as an
alternative to cash flows, profit/(loss) or any other measure of financial performance or as an indicator
of our operating performance, liquidity, profitability or cash flows generated by operating, investing or
financing activities derived in accordance with Ind AS, Indian GAAP, U.S. GAAP or IFRS.

Further, such information may not be computed on the basis of any standard methodology that is
applicable across the industry and may not be comparable to financial measures and statistical
information of similar nomenclature that may be computed and presented by other companies, and are
not measures of operating performance or liquidity defined by Ind AS. Such information may also not
be comparable to titled measures presented by other companies and may have limited usefulness as a
comparative measure, since there may be differences in the computation methods of such measures. We
track such operating metrics with internal systems and tools, and our methodologies for tracking these
metrics may change over time, which could result in unexpected changes to our metrics, including the
metrics we publicly disclose. If the internal systems and tools we use to track these metrics undercount
or overcount performance, the data we report may not be accurate. While these numbers are based on
what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there
are inherent challenges and limitations with respect to how we measure data or with respect to the data
that we measure. This may affect our understanding of certain details of our business, which could affect
our long-term strategies. If we discover material inaccuracies in the operating metrics we use, or if they
are perceived to be inaccurate, our reputation may be harmed, and our evaluation methods and results
may be impaired, which could negatively affect our business. For further details, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 492.

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55. Proceeds from the Offer for Sale portion of the Offer will not be available to us. The Promoter Selling
Shareholder in the Offer for Sale will receive the proceeds of the Offer.

The Offer consists of only an offer for sale of up to such number of Equity Shares aggregating up to
₹36,000.00 million 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. For further details, see “The Offer”, “Capital Structure” and “Objects of the Offer”
beginning on pages 127, 146 and 162, respectively.

56. Pursuant to the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures,
such as Additional Surveillance Measures and Graded Surveillance Measures by the Stock Exchanges
in order to enhance the integrity of the market and safeguard the interest of investors.

SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures
with respect to the shares of listed companies in India (the “Listed Securities”) in order to enhance
market integrity, safeguard the interests of investors and potential market abuses. In addition to various
surveillance measures already implemented, and in order to further safeguard the interest of investors,
the SEBI and the Stock Exchanges have introduced additional surveillance measures (“ASM”) and
graded surveillance measures (“GSM”). ASM is conducted by the Stock Exchanges on Listed Securities
with surveillance concerns based on certain objective parameters such as price-to-earnings ratio,
percentage of delivery, customer concentration, variation in volume of shares and volatility of shares,
among other things. GSM is conducted by the Stock Exchanges on Listed Securities where their price
quoted on the Stock Exchanges does not commensurate with, among other things, the financial
performance and financial condition measures such as earnings, book value, fixed assets, net worth, other
measures such as price-to-earnings multiple and market capitalization.

Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as
other factors which may result in high volatility in price, and low trading volumes as a percentage of
combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors or
other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for
placing our securities under the GSM and/or ASM framework or any other surveillance measures, which
could result in significant restrictions on trading of our Equity Shares being imposed by SEBI and the
Stock Exchanges. These restrictions may include requiring higher margin requirements, limiting trading
frequency or freezing of price on the upper side of trading, as well as mentioning of our Equity Shares
on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs
on trading may have an adverse effect on the market price, trading and liquidity of our Equity Shares and
on the reputation and conditions of our Company. Any such instance may result in a loss of our reputation
and diversion of our management’s attention and may also decrease the market price of our Equity Shares
which could cause you to lose some or all of your investment.

External Risk Factors

57. Political, economic or other factors that are beyond our control may have an adverse impact on our
business, results of operations, financial condition and cash flows.

The Indian economy and capital markets are influenced by economic, political and market conditions in
India and globally. Our results of operations are significantly affected by factors influencing the Indian
economy. Factors that could adversely affect the Indian economy, and hence our results of operations,
may include:

• the macroeconomic climate, including any increase in Indian interest rates or inflation;

• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to
convert or repatriate currency or export assets;

• any scarcity of credit or other financing in India, resulting in an adverse effect on economic
conditions in India and scarcity of financing for our expansions;

• prevailing income conditions among Indian consumers and Indian corporates;

• volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;

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• changes in India’s tax, trade, fiscal or monetary policies;

• political instability, terrorism or military conflict in India or in countries in the region or globally,
including in India’s various neighboring countries;

• occurrence of natural or man-made disasters (such as typhoons, flooding, earthquakes and fires)
which may cause us to suspend our operations;

• civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war, such as the
Ukraine-Russia, Israel-Hamas and Israel-Iran conflicts;

• any deterioration in relations between India and its neighboring countries, including Pakistan,
including, as a result of the recent attack in Pahalgam, Jammu and Kashmir in April 2025;

• epidemic, pandemic or any other public health in India or in countries in the region or globally,
including in India’s various neighboring countries;

• prevailing regional or global economic conditions, including in India’s principal export markets;

• any downgrading of India’s debt rating by a domestic or international rating agency;

• international business practices that may conflict with other customs or legal requirements to which
we are subject, including anti-bribery and anti-corruption laws;

• logistical and communications challenges;

• financial instability in financial markets;

• difficulty in developing any necessary partnerships with local businesses on commercially


acceptable terms or on a timely basis;

• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and
difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring
additional costs to do so; and

• other significant regulatory or economic developments in or affecting India or its automotive


industry.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian
economy, could adversely affect our business, results of operations, financial condition and cash flows
and the price of the Equity Shares.

58. Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an
adverse effect on the value of the Equity Shares, independent of our operating results.

On listing, the Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of the Equity Shares will also be paid in Indian Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates
during the time that it takes to undertake such conversion may reduce the net dividend to foreign
investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating
outside India the proceeds from a sale of Equity Shares, for example, because of a delay in regulatory
approvals that may be required for the sale of Equity Shares, may reduce the proceeds received by the
shareholders. For example, the exchange rate between the Indian Rupee and the U.S. dollar has fluctuated
in recent years and may continue to fluctuate substantially in the future, which may have an adverse
effect on the returns on the Equity Shares, independent of our operating results.

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59. Changing laws, rules and regulations and legal uncertainties, including adverse application of laws
governing corporate and tax laws, could adversely affect our business, prospects and results of
operations.

The regulatory and policy environment in which we operate is evolving and subject to change. Our
business, operations and manufacturing processes are subject to various domestic, regional, and foreign
laws and regulations governing, among other things, environmental issues, health and safety, and import
and export. The Government of India may implement new laws or other regulations and policies that
could affect our products, operations or the automotive industry in general, which could lead to new and
onerous compliance requirements, including requiring us to obtain approvals and licenses from the
government and other regulatory bodies, increase our costs or otherwise adversely affect our business,
financial condition, cash flows and results of operations. Further, the way new requirements will be
enforced or interpreted can lead to uncertainty in our operations and could adversely affect our
operations. Any changes to such laws, including the instances mentioned below, may adversely affect
our business, financial condition, results of operations, cash flows and prospects.

The Government of India announced the union budget for Fiscal 2026 and the Finance Bill, 2025 in the
Lok Sabha on February 1, 2025. The bill received assent from the President of India on March 29, 2025
and was enacted as the Finance Act, 2025, which has amended the Income-tax Act, 1961, including the
capital gains tax rates with effect from the date of announcement of the Budget. We have not fully
determined the effects of these recent and proposed laws and regulations on our business. The
Government of India has also approved the Income Tax Bill, 2025 (“Income Tax Bill”), which inter
alia, proposes to amend the income tax regime and replace the Income Tax Act, 1961. There is
uncertainty in regards to the impact of the Finance Act, 2025 and Income Tax Bill (once enacted), on tax
laws or other regulations, which may adversely affect our business, financial condition, results of
operations or on the industry in which we operate.

The Government introduced (a) the Code on Wages, 2019 (“Wages Code”); (b) the Code on Social
Security, 2020 (“Social Security Code”); (c) the Occupational Safety, Health and Working Conditions
Code, 2020; and (d) the Industrial Relations Code, 2020, which consolidate, subsume and replace
numerous existing central labor legislations. As on the date of this Red Herring Prospectus, except certain
portions of the Wages Code, which have come into force pursuant to notification by Ministry of Labor
and Employment, the rules for implementation under such codes are yet to be notified. These codes
propose to subsume several existing labor laws and regulations in India and we cannot assure you that
these codes will not impose more stringent or additional compliance requirements on us, which may
increase our compliance costs. If labor laws become more stringent or are more strictly enforced, it may
become difficult for us to maintain flexible human resource policies, discharge employees or downsize,
any of which could have an adverse effect on our business, results of operations, financial condition and
cash flows.

The Digital Personal Data Protection Act, 2023 (“PDP Act”) which has received the assent of the President
on August 11, 2023, provides for personal data protection and privacy of individuals, regulates cross
border data transfer, and provides several exemptions for personal data processing by the Government.
It also provides for the establishment of a Data Protection Board of India for taking remedial actions and
imposing penalties for breach of the provisions of the PDP Act. It imposes restrictions and obligations on
data fiduciaries, resulting from dealing with personal data and further, provides for levy of penalties for
breach of obligations prescribed under the PDP Act. Further, the Indian Ministry of Electronics and
Information Technology has released the Draft Digital Personal Data Protection Rules, 2025 (“Draft
DPDP Rules”) for public consultation. The Draft DPDP Rules, regulate the processing of personal data
in India, ensuring individuals privacy rights are protected. The Draft DPDP Rules apply to all entities
that process digital personal data, both within India and abroad. It mandates the conduct of data protection
impact assessments for high-risk processing activities and requires the notification of data breaches
within a stipulated timeframe.

Further, on July 1, 2024, the Government implemented The Bharatiya Nyaya Sanhita, 2023, Bharatiya
Nagarik Suraksha Sanhita, 2023 and Bharatiya Sakshya Adhiniyam, 2023, which have replaced the
Indian Penal Code,1860, Code of Criminal Procedure, 1973 and the Indian Evidence Act, 1872,
respectively.

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Additionally, unfavorable changes in or interpretations of existing laws, could result in us being deemed
to be in contravention of such laws or denial of benefits and may require us to apply for additional
approvals or incur additional liability or costs. For instance, in Fiscal 2025, our Company acquired certain
equity shares of FMBIL, FMIPL, FMSIL and TAIPL from their respective shareholders against the
issuance of Equity Shares by our Company pursuant to certain share swap agreements. Our Company
has also been paying dividends to its shareholders. The Company has been discharging its withholding
tax obligations in accordance with the (Indian) Income-tax Act, 1961 in conjunction with the applicable
tax treaties in respect of such transactions, and in case of certain transactions, treaty benefits have been
extended whilst withholding taxes. However, our Company may be subject to withholding tax risks in
respect of such transactions in case tax authorities were to take a different interpretation of our
Company’s withholding tax obligations and/or the shareholder(s)’ entitlement to tax treaty benefits or
owing to change in law or judicial interpretation surrounding entitlement to tax treaty benefits. For details
of the share swap agreements and dividend payments in the preceding three fiscals, see “History and
Certain Corporate Matters- Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation”
and “Dividend Policy” on pages 334 and 376, respectively.

We cannot predict whether changes in or interpretations of existing, or the promulgation of new laws,
rules and regulations including foreign investment, stamp duty or any tax laws or other regulations
governing us will be enacted or predict the nature and effects of any such laws or regulations or whether,
if at all, any laws or regulations would have an adverse effect on our business, prospects and results of
operations. Uncertainty in the applicability, interpretation, or implementation of any amendment to, or
change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of
administrative or judicial precedent may be time consuming as well as costly for us to resolve and may
affect the viability of our current businesses or restrict our ability to grow our businesses in the future.
For details, see “Key Regulations and Policies” beginning on page 323.

60. A downgrade in India’s sovereign debt ratings may affect the trading price of the Equity Shares.

India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or
fiscal policy or a decline in India s foreign exchange reserves, all which are outside our control. Our
borrowing costs and our access to the debt capital markets depend significantly on the sovereign credit
ratings of India. Any adverse revisions to India’s credit ratings for domestic and international debt by
international rating agencies could adversely affect our ability to raise additional external financing, and
the interest rates and other commercial terms at which such additional financing is available. This could
have an adverse effect on our business and future financial performance, our ability to obtain financing
for capital expenditures and the trading price of the Equity Shares.

61. If inflation continues to rise in India, increased costs may result in a decline in profits.

Inflation rates in India have been volatile in recent years, and such volatility may continue. India has
experienced high inflation in the recent past. High fluctuations in inflation rates may make it more
difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase
our expenses, which we may not be able to adequately pass on to our customers, whether entirely or in
part, and could adversely affect our business and financial condition. If we are unable to increase our
revenues sufficiently to offset our increased costs due to inflation, it could have an adverse effect on our
business, prospects, results of operations, financial condition, and cash flows. Further, the Government
of India has previously initiated economic measures to combat high inflation rates, and it is unclear
whether these measures will remain in effect. There can be no assurance that Indian inflation levels will
not worsen in the future.

62. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to
attract foreign investors, which could adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, the transfer of shares between non–
residents and residents are freely permitted (subject to compliance with sectoral norms and certain other
restrictions), if they comply with the pricing guidelines and reporting requirements specified by the RBI.
If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing
guidelines or reporting requirements or falls under any of the exceptions referred to above, then a prior
regulatory approval will be required. Further, unless specifically restricted, foreign investment is freely
permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the

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foreign investor is required to follow certain prescribed procedures for making such investment. The RBI
and the concerned ministries/departments are responsible for granting approval for foreign investment.
Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign
currency and repatriate that foreign currency from India require a no–objection or a tax clearance
certificate from the Indian income tax authorities. We cannot assure you that any necessary approvals
from the RBI or any other governmental agency can be obtained on any particular terms, or at all.

In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT,
which has been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the
beneficial owner of the equity shares is situated in or is a citizen of a country which shares a land border
with India, can only be made through the Government approval route, as prescribed in the Consolidated
FDI Policy dated October 15, 2020 and the FEMA Rules. Further, in the event of transfer of ownership
of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in
the beneficial ownership falling within the aforesaid restriction/purview, such subsequent change in the
beneficial ownership will also require approval of the Government of India. These investment restrictions
shall also apply to subscribers of offshore derivative instruments. We cannot assure investors that any
required approval from the RBI or any other governmental agency can be obtained on any particular
terms or conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian
Securities” beginning on page 596.

63. Our ability to raise foreign capital may be constrained by Indian law.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies.
Such regulatory restrictions limit our financing sources and could constrain our ability to obtain
financings on competitive terms and refinance existing indebtedness. In addition, we cannot assure you
that any required regulatory approvals for borrowing in foreign currencies will be granted to us without
onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on our business
growth, results of operations, and financial condition.

64. Rights of shareholders under Indian laws may be different than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights including in relation to class actions, under Indian law may not be as extensive as
shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in
asserting their rights as a shareholder of our Company than as a shareholder of an entity in another
jurisdiction.

65. Any adverse application or interpretation of competition laws could adversely affect our business.

The Competition Act, 2002, as amended (the “Competition Act”) was enacted for the purpose of
preventing practices that have or are likely to have an appreciable adverse effect on competition
(“AAEC”) in certain markets in India and has mandated the Competition Commission of India (the
“CCI”) to separate such practices. Under the Competition Act, any arrangement, understanding or action,
whether formal or informal, which causes or is likely to cause an AAEC is deemed void and attracts
substantial penalties.

Further, any agreement among competitors which directly or indirectly involves determination of
purchase or sale prices, limits or controls production, or shares the market by way of geographical area
or number of customers in the relevant market is presumed to have an appreciable adverse effect on
competition in the relevant market in India and shall be void. Further, the Competition Act prohibits
abuse of dominant position by any enterprise. If it is proved that the contravention committed by a
company took place with the consent or connivance or is attributable to any neglect on the part of any
director, manager, secretary or other officer of such company, that person shall be guilty of the
contravention and liable to be punished.

The Competition Act aims to, among others, prohibit all agreements and transactions which may have
an AAEC in India. Consequently, certain agreements entered into by us could be within the purview of
the Competition Act. Further, the CCI has extra-territorial powers and can investigate any agreements,
abusive conduct or combination occurring outside India if such agreement, conduct or combination has
an AAEC in India. How the provisions of the Competition Act impact our agreements cannot be predicted

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with certainty at this stage. However, since we pursue an acquisition driven growth strategy, we may be
affected, directly or indirectly, by the application or interpretation of any provision of the Competition
Act, any enforcement proceedings initiated by the CCI, any adverse publicity that may be generated due
to scrutiny or prosecution by the CCI, or any prohibition or substantial penalties levied under the
Competition Act, which would adversely affect our business, results of operations, cash flows and
prospects.

The Government of India has also passed the Competition (Amendment) Act, 2023, which has introduced
deal value thresholds for assessing whether a merger or acquisition qualifies as a “combination”,
expedited merger review timelines, codification of the lowest standard of “control” and enhanced
penalties for providing false information or a failure to provide material information.

Any future acquisitions we pursue may be directly or indirectly affected by the application or
interpretation of any provision of the Competition Act, any enforcement proceedings initiated by the
CCI, any adverse publicity that may be generated due to scrutiny or prosecution by the CCI, or any
prohibition or substantial penalties levied under the Competition Act, which would adversely affect our
business, results of operations, cash flows and prospects.

66. Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as IFRS and U.S. GAAP, with which investors may be more familiar.

The Restated Consolidated Financial Information included in this Red Herring Prospectus have been
prepared basis the restated consolidated financial information of our Company and our Subsidiaries
(together, the “Group”) which Restated Consolidated Financial Information of the Group comprises of
the Restated Consolidated Statement of Assets and Liabilities as at June 30, 2025 and 2024 and March
31, 2025, 2024 and 2023, Restated Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Restated Consolidated Statement of Cash Flows and the Restated
Consolidated Statement of Changes in Equity for the three months ended June 30, 2025 and 2024 and
years ended March 31, 2025, 2024 and 2023 and a summary of material accounting policies and other
explanatory information, prepared in accordance with Section 26 of Part I of Chapter III of the
Companies Act, 2013, as amended; the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended; and the Guidance Note on Reports in
Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI),
as amended (the “Guidance Note”) read with the general directions dated October 28, 2021 received
from Securities and Exchange Board of India (SEBI) by our Company through the Book Running Lead
Managers, as applicable.

We have not attempted to quantify the effects of US GAAP or IFRS on the financial data included in this
Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of US
GAAP or IFRS. US GAAP and IFRS differ in significant respects from Ind AS and Indian GAAP.
Accordingly, the degree to which the Ind AS and Indian GAAP financial statements, which are restated
as per the SEBI ICDR Regulations included in this Red Herring Prospectus, will provide meaningful
information is dependent on the reader’s level of familiarity with Indian accounting practices. Any
reliance by persons not familiar with Indian accounting practices on the financial disclosures presented
in this Red Herring Prospectus should be limited accordingly.

67. Investors may have difficulty enforcing foreign judgments against us or our management.

Our Company is a company incorporated under the laws of India. Except for Arvind Chandrasekharan,
Manavendra Singh Sial, Nathan Patrick Bowen, and Prakash Mahesh, all of our Directors and executive
officers are citizens and residents of India. All of our Company’s assets and a substantial portion of the
assets of our Directors and executive officers resident in India are located in India. A substantial portion
of the assets of Arvind Chandrasekharan, Manavendra Singh Sial, Nathan Patrick Bowen, and Prakash
Mahesh are located overseas. As a result, it may be difficult for investors to effect service of process
upon us or such persons in India or to enforce judgments obtained against us or such parties outside India.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of
the Code of Civil Procedure, 1908, as amended (the “Civil Procedure Code”). India is not a party to
any international treaty in relation to the recognition or enforcement of foreign judgments. India has
reciprocal recognition and enforcement of judgments in civil and commercial matters with a limited
number of jurisdictions, including the United Kingdom, Singapore, UAE, and Hong Kong. A judgment

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from certain specified courts located in a jurisdiction with reciprocity must meet certain requirements of
the Civil Procedure Code. The United States has not been notified as a reciprocating territory.

In order to be enforceable, a judgment obtained in a jurisdiction which India recognizes as a reciprocating


territory must meet certain requirements of the Civil Procedure Code. Section 13 of the Civil Procedure
Code provides that foreign judgments shall be conclusive regarding any matter directly adjudicated on
except (i) where the judgment has not been pronounced by a court of competent jurisdiction, (ii) where
the judgment has not been given on the merits of the case, (iii) where it appears on the face of the
proceedings that the judgment is founded on an incorrect view of international law or refusal to recognize
the law of India in cases to which such law is applicable, (iv) where the proceedings in which the
judgment was obtained were opposed to natural justice, (v) where the judgment has been obtained by
fraud or (vi) where the judgment sustains a claim founded on a breach of any law then in force in India.
Under the Civil Procedure Code, a court in India shall, on the production of any document purporting to
be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of
competent jurisdiction, unless the contrary appears on record; such presumption may be displaced by
proving want of jurisdiction. The Civil Procedure Code only permits the enforcement of monetary
decrees, not being in the nature of any amounts payable in respect of taxes, or other charges of a like
nature or in respect of a fine or other penalty and does not provide for the enforcement of arbitration
awards even if such awards are enforceable as a decree or judgment. A foreign judgment rendered by a
superior court (as defined under the Civil Procedure Code) in any jurisdiction outside India which the
Government of India has by notification declared to be a reciprocating territory, may be enforced in India
by proceedings in execution as if the judgment had been rendered by a competent court in India.
Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be
enforced by proceedings in execution in India. Therefore, a final judgment for the payment of money
rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely
upon the general laws of the non-reciprocating territory, would not be enforceable in India. Even if an
investor obtained a judgment in such a jurisdiction against us, our officers or directors, it may be required
to institute a new proceeding in India and obtain a decree from an Indian court.

However, the party in whose favor such final judgment is rendered may bring a new suit in a competent
court in India based on a final judgment that has been obtained in the United States or other such
jurisdiction within three years of obtaining such final judgment. It is unlikely that an Indian court would
award damages on the same basis as a foreign court if an action were brought in India. Moreover, it is
unlikely that an Indian court would award damages to the extent awarded in a final judgment rendered
outside India if it believes that the amount of damages awarded were excessive or inconsistent with public
policy in India. In addition, any person seeking to enforce a foreign judgment in India is required to
obtain the prior approval of the RBI to repatriate any amount recovered, and we cannot assure that such
approval will be forthcoming within a reasonable period of time, or at all, or that conditions of such
approvals would be acceptable. Such amount may also be subject to income tax in accordance with
applicable law. Further, any judgment in a foreign currency would be converted into Indian Rupees on
the date of judgment (and not on the date of payment), which could also increase risks relating to foreign
exchange.

Consequently, it may not be possible to enforce in an Indian court any judgment obtained in a foreign
court, or effect service of process outside of India, against Indian companies, entities, their directors and
executive officers and any other parties resident in India. Additionally, there is no assurance that a suit
brought in an Indian court in relation to a foreign judgment will be disposed of in a timely manner.

68. A third party could be prevented from acquiring control of our Company because of anti-takeover
provisions under Indian law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control
of our Company, even if a change in control would result in the purchase of your Equity Shares at a
premium to the market price or would otherwise be beneficial to you. Such provisions may discourage
or prevent certain types of transactions involving actual or threatened change in control of our Company.
Under the SEBI Takeover Regulations, an acquirer has been defined as any person who, directly or
indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether
individually or acting in concert with others. Although these provisions have been formulated to ensure
that interests of investors/shareholders are protected, these provisions may also discourage a third party
from attempting to take control of our Company. Consequently, even if a potential takeover of our
Company would result in the purchase of the Equity Shares at a premium to their market price or would

122
otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or
consummated because of the Takeover Regulations. Further, there are requirements under the Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Takeover
Regulations if the shareholding of any entity exceeds the specified threshold.

69. The Offer Price of our Equity Shares, our price-to-earnings ratio and our enterprise value to EBITDA
ratio may not be indicative of the trading price of our Equity Shares upon listing on the Stock
Exchanges subsequent to the Offer and, as a result, you may lose a significant part or all of your
investment.

While our market capitalization is subject to the determination of the Offer Price, which will be
determined by our Company, in consultation with the BRLMs, through the book building process,
enterprise value to EBITDA (defined as profit for the year plus (a) total tax expense, (b) finance costs
and (c) depreciation and amortization expense) ratio and price-to-earnings ratio for the three months
ended June 30, 2025 is set out below.

Particulars Ratio vis-à-vis Floor Price Ratio vis-à-vis Cap Price


(In multiples, unless otherwise specified)
Enterprise value to EBITDA [●] [●]
Price-to-earnings ratio [●] [●]

Further, our Offer Price, the multiples and ratio specified above may not be comparable to the market
price, market capitalization and price-to-earnings ratios of our peers and would be dependent on the
various factors included under “Basis for Offer Price” beginning on page 165. Accordingly, any
valuation exercise undertaken for the purposes of the Offer by our Company, in consultation with the
BRLMs, would not be based on a benchmark with our industry peers. The relevant financial parameters
on the basis of which Price Band will be determined, have been disclosed under “Basis for Offer Price”
beginning on page 165 and shall be disclosed in the price band advertisement. For details of comparison
with listed peers, please see “Basis for Offer Price” beginning on page 165.

Prior to this Offer, there has been no public trading market for our Equity Shares. It is possible that, after
this Offer, an active trading market will not develop or continue. Listing and quotation do not guarantee
that a market for our Equity Shares will develop, or if developed, the liquidity of such market for our
Equity Shares. If an active trading market does not develop, you may have difficulty selling any of our
Equity Shares that you buy. The determination of the Offer Price will be based on various factors and
assumptions, and will be determined by our Company in consultation with the BRLMs through the Book
Building Process. This Offer Price is based on certain factors, as described under “Basis for Offer Price”
beginning on page 165 and may not be indicative of the trading price of our Equity Shares, upon listing
on the Stock Exchanges subsequent to the Offer. The market price of the Equity Shares may be influenced
by many factors, some of which are beyond our control, including:

• the failure of security analysts to cover the Equity Shares after this Issue, or changes in the estimates
of our performance by analysts;

• the activities of competitors and business partners;

• future sales of the Equity Shares by our Company or our shareholders;

• investor perception of us and the industry in which we operate;

• our quarterly or annual earnings or those of our competitors;

• developments affecting fiscal or industrial regulations;

• results of operations that vary from the expectations of securities analysts and investors;

• fluctuations in stock market prices and volume;

• the public’s reaction to our press releases and adverse media reports; and

• general economic and stock market conditions.

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The trading price of our Equity Shares could be subject to significant fluctuations, and may decline below
the Offer Price. Consequently, you may not be able to sell our Equity Shares at prices equal to or greater
than the price you paid in this offering. In addition, the stock market often experiences price and volume
fluctuations that are unrelated or disproportionate to the operating performance of a particular company.
These broad market fluctuations and industry factors may materially reduce the market price of the
Equity Shares, regardless of our Company’s performance. A decrease in the market price of our Equity
Shares could cause you to lose some or all of your investment.

70. The Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may
experience price and volume fluctuations and an active trading market for the Equity Shares may not
develop. Further, the Offer Price may not be indicative of the market price of the Equity Shares after
the Offer.

While our Equity Shares are expected to trade on NSE and BSE after the Offer, an active trading market
on the Stock Exchanges may not develop, be sustained or be liquid after the Offer, or if such trading or
liquidity develops, there can be no assurance that it will continue. If an active trading market does not
develop, you may have difficulty selling any of our Equity Shares that you buy. The determination of the
Offer Price will be based on various factors and assumptions, and will be determined by our Company,
in consultation with the BRLMs through the Book Building Process and may not be indicative of the
market price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any
time thereafter. The Offer Price will be based on numerous factors, as described in the section “Basis for
Offer Price” beginning on page 165. The market price of the Equity Shares may be subject to significant
fluctuations in response to, among other factors, variations in our operating results, market conditions
specific to the industry we operate in, developments relating to India, volatility in securities markets in
jurisdictions other than India, variations in the growth rate of financial indicators, variations in revenue
or earnings estimates by research publications, changes in expectations as to our future financial
performance, including financial estimates by research analysts and investors, announcements by us or
our competitors of new products, significant acquisitions, strategic alliances, joint operations or capital
commitments, announcements by third parties or governmental entities of significant claims or
proceedings against us, new laws and governmental regulations or changes in laws and governmental
regulations applicable to our industry, including market conditions specific to the industry we operate in,
additions or departures of key management and changes in economic and legal and other regulatory
factors. Consequently, the price of our Equity Shares may be volatile, and you may be unable to resell
your Equity Shares at or above the Offer Price, or at all, and may as a result lose all or a part of your
investment.

71. The current market price of some securities listed pursuant to certain previous issues managed by the
BRLMs is below their respective issue prices. The determination of the Price Band is based on various
factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market
price of the Equity Shares after the Offer.

The current market price of securities listed pursuant to certain previous initial public offerings managed
by the BRLMs is below their respective issue prices. For further information, see “Other Regulatory and
Statutory Disclosures — Price information of past issues handled by the Book Running Lead
Managers” on page 556. The factors that could affect the market price of our Equity Shares include,
among others, broad market trends, financial performance and results of our Company post-listing, and
other factors beyond our control.

The determination of the Price Band is based on various factors and assumptions, and will be determined
by our Company, in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares
will be determined by our Company, in consultation with the BRLMs through the Book Building Process.
These will be based on numerous factors, including factors as described under “Basis for Offer Price”
beginning on page 165 and may not be indicative of the market price for the Equity Shares after the
Offer. In addition to the above, the current market price of securities listed pursuant to certain previous
initial public offerings managed by the BRLMs is below their respective issue price. For further details,
see “Other Regulatory and Statutory Disclosures — Price information of past issues handled by the
Book Running Lead Managers” on page 556. The factors that could affect the market price of the Equity
Shares include, among others, broad market trends, financial performance and results of our Company
post-listing, and other factors beyond our control. We cannot assure you that an active market will
develop or that sustained trading will take place in the Equity Shares, nor provide any assurance regarding
the price at which the Equity Shares will be traded after listing.

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72. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on
the Equity Shares.

Under current Indian tax laws and regulations, unless specifically exempted, capital gains arising from
the sale of equity shares in an Indian company are generally taxable in India. Any capital gain exceeding
₹125,000, realized on the sale of listed equity shares on a recognized stock exchange, held for more than
12 months immediately preceding the date of transfer, will be subject to long term capital gains in India,
at the rate of 12.50% (plus applicable surcharge and cess). This beneficial rate is, inter alia, subject to
payment of Securities Transaction Tax (“STT”). Further, any gain realized on the sale of equity shares
in an Indian company held for more than 12 months, which are sold using any platform other than a
recognized stock exchange and on which no STT has been paid, will be subject to long term capital gains
tax in India at 12.50%. Further, any capital gains realized on the sale of listed equity shares held for a
period of 12 months or less immediately preceding the date of transfer will be subject to short term capital
gains tax in India. Such gains will be subject to tax at the rate of 20.00% (plus applicable surcharge and
cess), subject to STT being paid at the time of sale of such shares. Otherwise, such gains will be taxed at
the applicable rates. Capital gains arising from the sale of the Equity Shares will be exempt from taxation
in India in cases where the exemption from taxation in India is provided under a treaty between India
and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability
to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as
well as in their own jurisdiction on a gain upon the sale of the Equity Shares. Similarly, any business
income realized from the transfer of Equity Shares held as trading assets is taxable at the applicable tax
rates subject to any treaty relief, if applicable, to a non-resident seller.

73. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares
they purchase in the Offer.

The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain
actions must be completed before the Equity Shares can be listed and trading in the Equity Shares may
commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected
to be credited within one working day of the date on which the Basis of Allotment is approved by the
Stock Exchanges. The Allotment of Equity Shares in this Issue and the credit of such Equity Shares to
the applicant’s demat account with depository participant could take approximately two Working Days
from the Bid Closing Date and trading in the Equity Shares upon receipt of final listing and trading
approvals from the Stock Exchanges is expected to commence within three Working Days of the Bid
Closing Date. There could be a failure or delay in listing of the Equity Shares on the Stock Exchanges.
Any failure or delay in obtaining the approval or otherwise commence trading in the Equity Shares would
restrict investors’ ability to dispose of their Equity Shares. There can be no assurance that the Equity
Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence,
within the time periods specified in this risk factor. We could also be required to pay interest at the
applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made
to investors within the prescribed time periods.

74. Holders of Equity Shares in other jurisdictions may be restricted in their ability to exercise pre-emptive
rights under Indian law and thereby suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India is required to offer
holders of its equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity
shares to maintain their existing ownership percentages prior to the issuance of any new equity shares,
unless the pre-emptive rights have been waived by the adoption of a special resolution by holders of
three-fourths of the equity shares who have voted on such resolutions. However, if the laws of the
jurisdiction that you are in does not permit the exercise of such pre-emptive rights without us filing an
offering document or registration statement with the applicable authority in such jurisdiction, you will
be unable to exercise such pre-emptive rights unless we make such a filing. We may elect not to file a
registration statement in relation to pre-emptive rights otherwise available by Indian law to you. To the
extent that you are unable to exercise pre-emptive rights granted in respect of the Equity Shares, you may
suffer future dilution of your ownership position and your proportional interests in us would be reduced.

125
75. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual
Investors are not permitted to withdraw their Bids after Bid/Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the
Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual
Investors can revise their Bids during the Bid/ Issue Period and withdraw their Bids until Bid/ Issue
Closing Date. While our Company is required to complete all necessary formalities for listing and
commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are
proposed to be listed including Allotment pursuant to the Offer within three Working Days from the Bid/
Issue Closing Date or such other timeline as may be prescribed under applicable law, events affecting
the Bidders’ decision to invest in the Equity Shares, including material adverse changes in international
or national monetary policy, financial, political or economic conditions, our business, results of
operations or financial condition may arise between the date of submission of the Bid and Allotment.
Our Company may complete the Allotment of the Equity Shares even if such events occur, and such
events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the
trading price of the Equity Shares to decline on listing.

76. Any future issuance of Equity Shares or convertible securities or other equity linked securities by our
Company may dilute your shareholding and sales of the Equity Shares by our major shareholders may
adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares
by our Company, including issuance of Equity Shares to employees or former employees upon exercise
of vested options held by them under the ESOP Scheme, may dilute your shareholding. Any such future
issuance of Equity Shares or future sales of the Equity Shares by any of our significant shareholders may
also adversely affect the trading price of the Equity Shares and impact our ability to raise funds through
an offering of our securities or by incurring debt. Any perception by investors that such issuances or sales
might occur could also affect the trading price of the Equity Shares. Additionally, the disposal, pledge or
encumbrance of the Equity Shares by any of our significant shareholders, or the perception that such
transactions may occur, may affect the trading price of the Equity Shares. There can be no assurance that
we will not issue further Equity Shares or that our existing Shareholders will not dispose of further Equity
Shares after the completion of the Offer (subject to compliance with the lock-in provisions under
applicable law) or pledge or encumber their Equity Shares. Any future issuances could also dilute the
value of shareholder’s investment in the Equity Shares and adversely affect the trading price of our
Equity Shares. Such securities may also be issued at prices below the Offer Price. We may also issue
convertible debt securities to finance our future growth or fund our business activities. In addition, any
perception by investors that such issuances or sales might occur may also affect the market price of our
Equity Shares.

77. There is no guarantee that our Equity Shares will be listed on the stock exchanges in a timely manner
or at all.

In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will
not be granted until after certain actions have been completed in relation to this Offer and until Allotment
of Equity Shares pursuant to this Offer. In accordance with current regulations and circulars issued by
SEBI, our Equity Shares are required to be listed on the BSE and NSE within such time as mandated
under UPI Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot
assure you that the trading in our Equity Shares will commence in a timely manner or at all. Any failure
or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity
Shares.

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SECTION III: INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

Offer (1)(2)
The Offer comprises:
Offer for Sale (2) Up to [●] Equity Shares of face value ₹ 10 each, aggregating
up to ₹ 36,000.00 million

of which
(3)
A) Qualified Institutional Buyers (“QIBs”) Portion Not more than [●] Equity Shares of face value of ₹ 10 each
(4) aggregating up to ₹ [●] million
of which:
i. Anchor Investor Portion [●] Equity Shares of face value of ₹ 10 each
ii. Net QIB Portion available for allocation to QIBs [●] Equity Shares of face value of ₹ 10 each
other than Anchor Investors (assuming Anchor
Investor Portion is fully subscribed)
of which:
a. Available for allocation to Mutual Funds only (5% of [●] Equity Shares of face value of ₹ 10 each
the Net QIB Portion)
b. Balance of QIB Portion for all QIBs including Mutual [●] Equity Shares of face value of ₹ 10 each
Funds

B) Non-Institutional Portion(4) (5) Not less than [●] Equity Shares of face value of ₹ 10 each
aggregating up to ₹ [●] million
of which:
One-third of the Non-Institutional Portion available for [●] Equity Shares of face value of ₹ 10 each
allocation to Bidders with an application size more than ₹
200,000 and up to ₹ 1,000,000
Two-third of the Non-Institutional Portion available for [●] Equity Shares of face value of ₹ 10 each
allocation to Bidders with an application size of more than
₹ 1,000,000

C) Retail Portion (4) Not less than [●] Equity Shares of face value of ₹ 10 each
aggregating up to ₹ [●] million

Pre-Offer and Post-Offer Equity Shares


Equity Shares outstanding prior to the Offer (as at the date 403,604,309 Equity Shares of face value of ₹ 10 each
of this Red Herring Prospectus)
Equity Shares outstanding after the Offer 403,604,309 Equity Shares of face value of ₹ 10 each
Use of proceeds of the Offer Our Company will not receive any portion of the proceeds
from the Offer. For further information, see “Objects of the
Offer” beginning on page 162
(1)
The Offer has been authorized by a resolution of our Board passed at their meeting dated June 27, 2025 read with resolution dated
October 26, 2025. Further, our Board has taken on record the authorisation for the Offer for Sale by the Promoter Selling Shareholder
pursuant to its resolution dated June 30, 2025 read with resolution dated October 29, 2025.
(2)
The Promoter Selling Shareholder has, also confirmed and authorized its participation in the Offer for Sale in relation to the Offered
Shares. The Promoter Selling Shareholder confirms that the Offered Shares are in compliance with Regulation 8 of the SEBI ICDR
Regulations and are otherwise eligible for being offered for sale in the Offer in accordance with the provisions of the SEBI ICDR
Regulations. For details see “Other Regulatory and Statutory Disclosures” beginning on page 545.
(3)
Our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors
on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for
allocation to domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which
Equity Shares are allocated to Anchor Investors in the Offer. In the event of under-subscription or non-allocation in the Anchor Investor
Portion, the remaining Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on
a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at
or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares
available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders
(other than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” and “Offer Structure” beginning on pages
576 and 572, respectively.
(4)
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB Portion, would
be allowed to be met with spill-over from any other category or combination of categories, as applicable, at the discretion of our Company,

127
in consultation with the Book Running Lead Managers and the Designated Stock Exchange, subject to applicable law. Under-
subscription, if any, in the QIB Portion (excluding the Anchor Investor Portion) will not be allowed to be met with spill-over from other
categories or a combination of categories.
(5)
Allocation to Bidders in all categories, except Anchor Investor Portion, Non-Institutional Portion and Retail Portion, shall be made on a
proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Investor shall not
be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares,
if any, shall be allocated on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non-Institutional
Investors of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more
than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an
application size of more than ₹ 1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional Portion may
be allocated to Bidders in the other sub-category of Non-Institutional Portion. The allocation to each Non-Institutional Investor shall not
be less than the minimum application size, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining
available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in
Schedule XIII of the SEBI ICDR Regulations.

Allocation to Investors in all categories shall be made in accordance with the SEBI ICDR Regulations. For further
information, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” beginning on pages 565, 572
and 576, respectively.

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SUMMARY OF FINANCIAL INFORMATION

The following tables set forth summary financial information derived from our Restated Consolidated Financial
Information. The summary financial information presented below should be read in conjunction with “Restated
Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on pages 377 and 492, respectively.

[The remainder of this page is intentionally left blank]

129
SUMMARY OF RESTATED CONSOLIDATED BALANCE SHEET
(₹ in million)
Particulars As at June As at June As at As at As at
30, 2025 30, 2024 March 31, March 31, March 31,
2025 2024 2023
Assets

Non-current assets
Property, plant and equipment 5,168.30 5,560.22 5,348.37 5,653.54 5,849.62
Right-of-use assets 488.30 411.70 457.49 405.36 440.94
Capital work in progress 324.80 390.74 310.67 366.18 184.84
Intangible assets 11.93 17.15 12.81 16.44 17.98
Financial assets
i. Investments 3.29 8.89 3.29 8.89 7.46
ii. Loans 2.65 2.73 2.64 3.16 3.05
iii. Other financial assets 117.85 2,637.62 8,421.73 2,631.09 2,623.72
Deferred tax assets (net) 258.04 263.49 218.26 122.97 82.33
Current tax assets (net) 175.97 237.74 183.20 221.94 331.59
Other non-current assets 149.85 79.87 77.44 97.42 138.63
Total non-current assets 6,700.98 9,610.15 15,035.90 9,526.99 9,680.16

Current assets
Inventories 3,018.30 3,071.15 2,777.27 3,293.44 3,948.81
Financial assets
i. Trade receivables 5,895.61 5,697.22 6,872.31 5,597.62 5,631.82
ii. Cash and cash equivalents 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76
iii. Bank balances other than 2.05 2.18 3.36 5.83 12.48
(ii) above
iv. Loans 4.69 7.02 4.75 10.35 11.10
v. Other financial assets 9,342.38 220.53 367.22 183.80 449.00
Other current assets 515.97 503.65 387.35 913.86 448.36
Current assets excluding assets 22,486.74 11,343.89 13,271.24 11,835.63 14,616.33
classified as held for sale
Assets classified as held for sale - - 8.70 - -
Total current assets 22,486.74 11,343.89 13,279.94 11,835.63 14,616.33
Total assets 29,187.72 20,954.04 28,315.84 21,362.62 24,296.49

EQUITY AND LIABILITIES


Equity
i. Equity share capital 4,036.04 2,140.89 4,036.04 2,140.89 3,134.06
ii. Other Equity 12,016.48 7,915.52 12,063.66 7,659.33 8,946.29
Equity attributable to owners of Parent 16,052.52 10,056.41 16,099.70 9,800.22 12,080.35
Non-Controlling Interest 26.48 17.37 23.97 13.25 14.19
Total equity 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54

LIABILITIES
Non-current liabilities
Financial liabilities:
Lease liabilities 177.41 102.35 146.07 110.43 140.70
Provisions 342.62 222.13 301.97 222.66 189.31
Deferred tax liabilities (net) 3.76 8.46 1.05 10.09 3.87
Other non-current liabilities 219.12 126.81 241.43 176.64 167.08
Total non-current liabilities 742.91 459.75 690.52 519.82 500.96

Current liabilities
Financial liabilities:
i. Borrowings - - - - 139.72
ii. Lease liabilities 54.64 56.27 50.85 40.53 32.08
iii. Vendor Bill financing 437.00 466.65 503.44 481.32 518.26
iv. Trade payables
(a) total outstanding dues of micro 1,368.30 1,490.07 1,201.27 1,218.91 1,419.26
enterprises and small enterprises

130
Particulars As at June As at June As at As at As at
30, 2025 30, 2024 March 31, March 31, March 31,
2025 2024 2023
(b) total outstanding dues of creditors 7,890.46 6,043.90 7,222.94 7,512.75 7,523.32
other than micro enterprises and small
enterprises
i. Other financial liabilities 63.12 99.26 87.90 91.70 140.54
Other current liabilities 1,028.00 1,366.92 1,088.40 1,068.66 1,410.79
Provisions 313.89 283.98 341.53 327.38 364.47
Current tax liabilities (net) 1,210.40 613.46 996.62 288.08 152.55
Total current liabilities excluding 12,365.81 10,420.51 11,492.95 11,029.33 11,700.99
liabilities relating to assets held for sale
Liabilities relating to assets classified as - - 8.70 - -
held for sale
Total current liabilities 12,365.81 10,420.51 11,501.65 11,029.33 11,700.99
Total equity and liabilities 29,187.72 20,954.04 28,315.84 21,362.62 24,296.49

131
SUMMARY OF RESTATED CONSOLIDATED PROFIT AND LOSS
(₹ in million, unless otherwise stated)
Particulars For the three For the three For the year For the year For the year
months months ended ended ended
period ended period ended March 31, March 31, March 31,
June 30, June 30, 2025 2024 2023
2025 2024
Income
I. Revenue from operations 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
II. Other income 308.09 150.47 410.15 697.76 595.88
III. Total income (I+II) 13,164.30 12,858.19 49,314.45 55,373.88 48,869.56

IV. Expenses
a) Cost of materials consumed 8,282.29 8,474.30 31,813.40 38,355.04 33,968.92
b) Change in inventories of finished goods, (134.63) (48.56) 52.21 163.25 (99.67)
workin-progress & traded goods
c) Purchase of stock in trade 106.24 84.74 346.06 406.70 514.63
d) Employee benefits expense 830.49 712.69 2,979.24 2,526.45 2,485.76
e) Finance cost 70.96 47.80 202.66 251.63 215.58
f) Depreciation and amortisation expense 253.74 249.78 1,031.72 1,035.93 1,009.19
g) Other expense 1,483.02 1,355.37 5,561.00 7,103.83 5,697.70
Total expenses 10,892.11 10,876.12 41,986.29 49,842.83 43,792.11

V. Restated Profit before tax (III-IV) 2,272.19 1,982.07 7,328.16 5,531.05 5,077.45
VI. Tax expense

Current tax 625.36 613.97 1,878.16 1,354.28 1,280.23


Deferred tax (34.05) (145.15) (91.28) (25.67) (19.98)
Short Provision of tax relating to earlier - 10.17 9.85 34.57 6.77
years / periods
Total tax expense 591.31 478.99 1,796.73 1,363.18 1,267.02

VII. Restated Profit for the year / period 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
(V-VI)

Attributable to
- Owners of the Parent 1,678.18 1,499.01 5,520.63 4,166.58 3,810.79
- Non-controlling interest 2.70 4.07 10.80 1.29 (0.36)

VIII. Restated Other comprehensive (loss)


/ gain
Items that will not be reclassified
subsequently to restated consolidated
statement of profit and loss
- Remeasurements of defined benefit (11.96) 11.96 (52.62) (16.90) (2.08)
plans
- Income tax relating to above 3.02 (3.01) 13.08 8.76 0.26
Restated Other comprehensive (loss) /gain (8.94) 8.95 (39.54) (8.14) (1.82)
for the year / period

Attributable to:
- Owners of the Parent (8.75) 8.90 (39.46) (8.00) (1.60)
- Non-Controlling Interest (0.19) 0.05 (0.08) (0.14) (0.22)
IX. Restated Total comprehensive income 1,671.94 1,512.03 5,491.89 4,159.73 3,808.61
for the year / period (VII+VIII)
Attributable to:
- Owners of the Parent 1,669.43 1,507.91 5,481.17 4,158.58 3,809.19
- Non-Controlling Interest 2.51 4.12 10.72 1.15 (0.58)

132
Particulars For the three For the three For the year For the year For the year
months months ended ended ended
period ended period ended March 31, March 31, March 31,
June 30, June 30, 2025 2024 2023
2025 2024
Restated Earnings per equity share of
Face Value Rs. 10 each
Basic (Rs.) 4.16 3.71 13.68 8.90 7.58
Diluted (Rs.) 4.16 3.71 13.68 8.90 7.58

133
SUMMARY OF RESTATED CONSOLIDATED CASH FLOWS

(₹ in million)
Particulars For the three For the For the year For the year For the year
months three ended ended ended
period ended months March 31, March 31, March 31,
June 30, period 2025 2024 2023
2025 ended June
30, 2024
A.Cash flow from operating activities
Restated Profit before tax 2,272.19 1,982.07 7,328.16 5,531.05 5,077.45

Adjustments for:
Depreciation on property, plant and 236.47 234.91 977.26 982.99 966.29
equipment
Amortisation on intangible assets 0.88 1.56 6.25 6.30 8.70
Amortisation on Right of Use Asset 16.39 13.31 48.21 46.64 34.20
Provision for expected credit loss 3.62 3.17 2.54 10.35 (2.86)
Excess provisions / liabilities no longer (4.04) (2.68) (11.42) (33.99) (18.85)
required written back
Provision for doubtful advances 1.56 4.97 (19.34) 0.25 29.22
Provision for doubtful balances with (8.80) (5.03) 2.65 2.53 8.89
government authorities
Provision for warranties 20.47 11.95 59.02 5.95 121.06
Interest income from financial assets (283.31) (14.76) (91.20) (148.75) (65.48)
Finance cost 70.96 47.80 202.67 251.63 215.30
Loss on disposal of property, plant and (0.02) (0.41) 0.31 5.14 8.10
equipment
Assets written off - - - - 3.87
Gain on termination of lease - - (2.41) - (2.12)
Unrealised foreign exchange loss/(gain) (18.57) (4.67) 16.91 (7.46) 18.91
Dividend Income - (125.21) (294.19) (497.54) (431.88)
Employee share based expenses - - - - 6.49

Operating cash flows before working 2,307.80 2,146.98 8,225.42 6,155.09 5,977.29
capital changes
Change in operating assets and liabilities
(Increase) / Decrease in
-Inventories (241.02) 222.29 516.17 655.48 (700.85)
-Trade receivables 969.58 (115.78) (1,288.41) 32.76 (240.65)
-Financial and Other assets (654.40) 369.47 340.78 (180.87) 125.18
Increase / (Decrease) in
-Trade payables 735.98 (1,264.25) (340.40) (197.37) 1,249.51
-Provisions (11.73) (45.37) 25.98 (42.97) (49.68)
-Financial and Other liabilities (42.18) 296.57 92.72 (389.40) 359.65
Cash generated from operations 3,064.03 1,609.91 7,572.26 6,032.72 6,720.45
Income taxes paid (net) (407.23) (306.33) (1,948.40) (1,155.99) (1,345.41)
Net cash inflow from operating 2,656.80 1,303.58 5,623.86 4,876.73 5,375.04
activities (A)

Cash flows from investing activities:


Purchase of property, plant and (42.44) (136.65) (647.81) (974.93) (633.93)
equipments, including capital work in
progress and capital advances
Sale of property, plant and equipment 1.33 5.04 20.26 6.29 8.91
Purchase of Investments - - (3.10) - -
Investment in fixed deposits and other (0.04) - (20.36) (1.25) (8.30)
bank deposits
Redemption of fixed deposits and other - - 3.95 5.30 3.10
bank deposits

134
Particulars For the three For the For the year For the year For the year
months three ended ended ended
period ended months March 31, March 31, March 31,
June 30, period 2025 2024 2023
2025 ended June
30, 2024
Investment in deposits held as margin (0.32) (1.19) (2.19) - -
money
Redemption of deposits held as margin - 1.24 - 0.34 -
money
Interest received 38.47 21.87 87.26 165.30 67.38
Dividend received - 125.21 294.19 497.54 431.88
Net cash outflow from investing (3.00) 15.52 (267.80) (301.41) (130.96)
activities (B)

Cash flows from financing activities:


(Refer note 38)
Proceeds from Short term borrowings - - - - 131.10
Repayment of Short term borrowings - - - (139.70) (1,040.66)
Dividend Paid (1,716.61) (1,251.72) (4,092.42) (5,591.17) (2,804.28)
Reduction of share capital (Refer Note - - - (849.64) -
46)
Interest paid (70.16) (40.39) (169.42) (231.96) (195.42)
Interest paid on lease liabilities (3.16) (2.41) (9.26) (9.35) (6.25)
Repayment of lease liabilities (15.11) (13.17) (52.98) (37.53) (28.40)
Share issue expenses - - (3.73) -
Net cash outflow from financing (1,805.04) (1,307.69) (4,327.81) (6,859.35) (3,943.91)
activities (C)
Net increase / (decrease) in cash and 848.76 11.41 1,028.25 (2,284.03) 1,300.17
cash equivalents (A)+(B)+(C)
Cash and cash equivalents at the 2,858.98 1,830.73 1,830.73 4,114.76 2,814.59
beginning of the financial year / period
Cash and cash equivalents at end of the 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76
year / period
Balances with banks:
On current accounts 1,788.65 798.94 1,009.22 1,421.70 2,433.61
Bank deposits with original maturity of 1,919.09 1,043.20 1,849.76 409.03 1,681.15
less than three months
3,707.74 1,842.14 2,858.98 1,830.73 4,114.76

135
GENERAL INFORMATION

Registered Office

The address of our Registered Office is as follows:

Tenneco Clean Air India Limited


RNS2, Nissan Supplier Park
SIPCOT Industrial Park Oragadam Industrial Corridor
Sriperumbudur Taluk, Kancheepuram District – 602 105
Tamil Nadu, India
Tel: +91 044-6151 5815
E-mail: [email protected]
Website: www.tennecoindia.com

Corporate Office

The address of our Corporate Office is as follows:

Tenneco Clean Air India Limited


10th Floor, Tower B,
Paras Twin Towers, Sector-54,
Golf Course Road,
Gurugram – 122 002,
Haryana, India

For further details, including in relation to changes in the name and the registered office of our Company, see
“History and Certain Corporate Matters” beginning on page 331.

Corporate identity number and registration number

Corporate Identity Number: U29308TN2018FLC126510

Registration Number: 126510

Address of the Registrar of Companies

Our Company is registered with the RoC which is situated at the following address:

The Registrar of Companies, Tamil Nadu and Andaman at Chennai


Block No.6, B Wing
2nd Floor, Shastri Bhawan
26, Haddows Road
Chennai – 600 034
Tamil Nadu, India

Board of Directors

Our Board comprises the following Directors, as on the date of filing of this Red Herring Prospectus:

Name Designation DIN Address


Niranjan Kumar Chairman and 07806792 Flat no. 703, Tower B, Bestech Park View SPA,
Gupta Independent Sector-47, South City-II, Gurgaon – 122 018,
Director Haryana, India
Arvind Whole-Time 08721916 Villa no. 91, Embassy Boulevard, VTC:
Chandrasekharan Director and Chief Hunasamaranahallii, Bengaluru – 562 157,
Executive Officer Karnataka, India
Manavendra Singh Non-Executive 11095791 800 Wallea DR Menlo Park, CA – 94025, United
Sial Director State of America
Nathan Patrick Non-Executive 11095741 23973, Wintergreen Circle, Novi, Michigan –
Bowen Director 48374-3682, United States of America

136
Name Designation DIN Address
Prakash Mahesh Non-Executive 11095815 507, Yucatan Dr Waxhaw, NC 28173-0417, United
Director States of America
Utsav Baijal Non-Executive 02592194 Beau Monde Tower, Flat 902, B-Wing, Appasaheb
Director Marathe Marg, Prabhadevi – 400 025, Mumbai,
Maharashtra, India
Gopika Pant Independent 00388675 49A, Aradhana Colony, Sector -13, R.K. Puram,
Director New Delhi – 110066, India
Jaidit Singh Brar Independent 10799130 B-5/1402, World Spa West, Sector 30/41, Gurgaon
Director – 122 001, Haryana, India

For brief profiles and further details in relation to our Board of Directors, see “Our Management” beginning on
page 344.

Company Secretary and Compliance Officer

Roopali Singh is the Company Secretary and Compliance Officer of our Company. Her contact details are as
follows:

Roopali Singh
10th Floor, Tower B
Paras Twin Towers
Sector-54, Golf Course Road
Gurugram – 122 002, Haryana, India
Tel: +91 0124 4784 530
E-mail: [email protected]

Investor grievances

Bidders can contact our Company Secretary and Compliance Officer, the BRLMs or the Registrar to the
Offer in case of any pre-Offer or post-Offer related problems, such as non-receipt of letters of Allotment,
non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or
non-receipt of funds by electronic mode, etc. For all Offer-related queries and for redressal of complaints,
investors may also write to the BRLMs.

All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted.
The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number,
Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the
Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary(ies) where the
Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than the
UPI Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI ID, in case of UPI
Bidders.

Further, the Bidder shall also enclose the Acknowledgment Slip or provide the application number received from
the Designated Intermediary in addition to the document or information mentioned hereinabove. All grievances
relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to
the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for
addressing any clarifications or grievances of ASBA Bidders.

All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

137
Book Running Lead Managers

JM Financial Limited Citigroup Global Markets India Private Limited


7th Floor, Cnergy 1202, 12th Floor, First International Financial Centre
Appasaheb Marathe Marg G Block Bandra Kurla Complex
Prabhadevi, Mumbai, 400025 Bandra (East) Mumbai - 400 098
Maharashtra, India Maharashtra, India
Tel: +91 22 6630 3030 Tel: +91 22 6175 9999
E-mail: [email protected] E-mail: [email protected]
Investor grievance e-mail: Investor grievance e-mail: [email protected]
[email protected] Website: https://www.citigroup.com/global/about-
Website: www.jmfl.com us/global-presence/india/disclaimer
Contact person: Prachee Dhuri Contact Person: Jitesh Agarwal
SEBI Registration No.: INM000010361 SEBI Registration No.: INM000010718
Axis Capital Limited HSBC Securities and Capital Markets (India)
1st Floor, Axis House Private Limited
P.B. Marg, Worli 52/60, Mahatma Gandhi Road
Mumbai 400 025 Fort, Mumbai 400 001
Maharashtra, India Maharashtra, India
Tel: +91 22 4325 2183 Tel: +91 22 6864 1289
E-mail: [email protected] E-mail: [email protected]
Investor Grievance E-mail: Investor grievance e-mail:
[email protected] [email protected]
Website: www.axiscapital.co.in Website: www.business.hsbc.co.in
Contact Person: Harish Patel Contact person: Harsh Thakkar / Harshit Tayal
SEBI registration no.: INM000012029 SEBI registration no.: INM000010353

Statement of inter-se allocation of responsibilities of the Book Running Lead Managers

The responsibilities and co-ordination by the BRLMs for various activities in this Offer are as follows:

S. No. Activity Responsibility Co-ordinator


1. Capital structuring, positioning strategy, due diligence of the Company All BRLMs JM Financial
including its operations/management, legal etc. Drafting and design of the
Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus. The
BRLMs shall ensure compliance with SEBI ICDR Regulations and
stipulated requirements and completion of prescribed formalities with the
stock exchanges, RoC and SEBI and RoC filings and follow up and
coordination till final approval from all regulatory authorities.
2. Drafting and approval of statutory advertisements All BRLMs JM Financial
3. Drafting and approval of all publicity material other than statutory All BRLMs Citi
advertisement as mentioned above including audio visual presentation,
corporate advertising, brochure, abridged prospectus, application form etc.
and filing of media compliance report.
4. Appointment of intermediaries – Bankers to the Issue, Registrar to the All BRLMs HSBC
Issue, advertising agency, monitoring agency, Sponsor Banks, printers to
the Issue and other intermediaries including co-ordination for agreements
to be entered into with such intermediaries.
5. Preparation of road show marketing presentation All BRLMs Citi
6. Preparation of frequently asked questions All BRLMs Citi
7. International Institutional marketing of the Issue (Singapore and NAM), All BRLMs Citi
which will cover, inter alia:

• Institutional marketing strategy;


• Finalizing the list and division of international investors for one-to-
one meetings; and
• Finalizing international road show and investor meeting schedule
8. International Institutional marketing of the Issue (London, EMEA and All BRLMs HSBC
Hong Kong), which will cover, inter alia:

• Institutional marketing strategy;

138
S. No. Activity Responsibility Co-ordinator
• Finalizing the list and division of international investors for one-to-
one meetings; and
• Finalizing international road show and investor meeting schedule
9. Domestic Institutional marketing of the Issue, which will cover, inter alia: All BRLMs JM Financial

• Institutional marketing strategy;


• Finalizing the list and division of domestic investors for one-to-one
meetings; and
• Finalizing domestic road show and investor meeting schedule
10. Retail marketing of the Issue, which will cover, inter alia: All BRLMs Axis Capital

• Finalising media, marketing, public relations strategy and publicity


budget including list of frequently asked questions at retail road
shows
• Finalising collection centres
• Finalising application form
• Finalising centres for holding conferences for brokers etc.
• Follow - up on distribution of publicity; and
• Issue material including form, RHP / Prospectus and deciding on the
quantum of the Issue material
11. Non-Institutional marketing of the Issue, which will cover, inter alia: All BRLMs Axis Capital

• Finalising media, marketing and public relations strategy; and


• Formulating strategies for marketing to Non - Institutional Investors.
12. Managing the book and finalization of pricing in consultation with the All BRLMs JM Financial
Company
13. Coordination with Stock Exchanges anchor coordination, anchor CAN and All BRLMs HSBC
intimation of anchor allocation.
14. Coordination with Stock Exchanges for book building software, bidding All BRLMs Axis Capital
terminals, mock trading
15. Post bidding activities including management of escrow accounts, All BRLMs Axis Capital
coordinate non-institutional allocation, coordination with registrar, SCSBs
and Bank to the Issue, intimation of allocation and dispatch of refund to
bidders, etc.

Post-Issue activities, which shall involve essential follow-up steps


including follow-up with Bankers to the Issue and SCSBs to get quick
estimates of collection and advising the issuer about the closure of the
Issue, based on correct figures, finalisation of the basis of allotment or
weeding out of multiple applications, listing of instruments, dispatch of
certificates or demat credit and refunds in coordination with various
agencies connected with the post-issue activity such as registrar to the
Issue, Bankers to the Issue, SCSBs including responsibility for
underwriting arrangements, as applicable. Payment of the applicable
securities transaction tax (“STT”) on sale of unlisted equity shares by the
Selling Shareholder under the Issue for Sale to the Government.

Co-ordination with SEBI and Stock Exchanges for submission of all post
Issue reports including final Post Issue report to SEBI.

Syndicate Members

JM Financial Services Limited


Ground Floor, 2, 3 & 4
Kamanwala Chambers
Sir P.M. Road, Fort,
Mumbai – 400 001
Maharashtra, India
Tel.: +91 22 6136 3400
Contact person: T N Kumar / Sona Varghese
E-mail: [email protected] / [email protected]
Website: www.jmfinancialservices.in
SEBI Registration No.: INZ000195834

139
Legal Counsel to our Company as to Indian law

Shardul Amarchand Mangaldas & Co


Amarchand Towers 216
Okhla Industrial Estate Phase III
New Delhi 110 020
India
Tel: +91 11 4159 0700
E-mail: [email protected]

Legal Counsel to our Company as to International Law

Latham & Watkins LLP


9 Raffles Place
42-02 Republic Plaza
Singapore – 048 619
Tel: +65 6536 1161
E-mail: [email protected]

Statutory Auditors of our Company

Deloitte Haskins & Sells LLP, Chartered Accountants


Westend Icon
11th & 12th Floor
Building A, S.No. 169/1
Near Parihar Chowk
DP Road, Aundh
Pune- 411 007
Maharashtra, India
Tel: +91 (20) 6747 7800
E-mail: [email protected]
ICAI Firm Registration Number: 117366W/W-100018
Peer Review Number: 017468

Changes in the auditors

Except as disclosed below, there has been no change in the statutory auditors of our Company during the last three
years preceding the date of this Red Herring Prospectus.

Particulars Date of Change Reason for Change


Deloitte Haskins & Sells LLP, September 29, 2023 Appointment for a period of five
Chartered Accountants consecutive years until the conclusion
Westend Icon of AGM to be held in the year 2028
11th & 12th Floor
Building A, S.No. 169/1
Near Parihar Chowk
DP Road, Aundh
Pune- 411 007
Maharashtra, India
Tel: +91 (20) 6747 7800
E-mail: [email protected]
ICAI Firm Registration Number:
117366W/W-100018
Peer Review Number: 017468
Deloitte Haskins & Sells LLP, March 9, 2023 Appointment due to casual vacancy
Chartered Accountants until the conclusion of the ensuing
Westend Icon, 11th & 12th Floor AGM held
Building A, S No 169/1
Near Parihar Chowk, DP Road
Aundh, Pune – 411 007
Maharashtra, India
Tel: +91 (20) 6747 7800
E-mail: [email protected]

140
Particulars Date of Change Reason for Change
ICAI Firm Registration Number:
117366W/W-100018
Peer Review Number: 017468
Walker Chandiok and Co LLP, March 1, 2023 Resignation by the auditors prior to
Chartered Accountants the ending of their term due to non-
21st Floor, DLF Square acceptance of change in terms*
Jacaranda Marg, DLF Phase II
Gurugram – 122 002, India
Tel: +91 12 4462 8099
E-mail:
[email protected]
Firm Registration Number:
001076N/N500013
Peer review number: 014158
*
The financial statements of the Company for Fiscal 2022 were audited by Walker Chandiok and Co LLP, Chartered Accountants and the
financial statements for our Company from Fiscal 2023 onwards have been audited by Deloitte Haskins & Sells LLP, Chartered Accountants.

Registrar to the Offer

MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)
C-101, 247 Park, 1st Floor
LBS Marg, Vikhroli (West)
Mumbai 400 083
Maharashtra, India
Tel: +91 81081 14949
Website: https://in.mpms.mufg.com/
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058

Bankers to the Offer

Escrow Collection Bank, Refund Bank and Sponsor Bank

ICICI Bank Limited


Capital Market Division,
163, 5th Floor, H.T. Parekh Marg,
Backbay Reclamation,
Churchgate, Mumbai – 400 020
Tel: 022 68052182
E-mail: [email protected]
Website: www.icicibank.com
Contact Person: Varun Badai
SEBI Registration No.: INBI00000004

Public Offer Account Bank and Sponsor Bank

Axis Bank Limited


Old no. 2, New no. 3, Club House Road, Anna Salai
Chennai, 600 002
Tel: 044 28306913
E-mail: [email protected]
Website: www.axisbank.com
Contact Person: Rekha S
SEBI Registration No.: INBI00000017

Bankers to our Company

ICICI Bank Limited


Address: Baravkar Chambers Plot No. 01 Gat No. 2441/1

141
Ambethan Chowk Chakan Pune- 410 501
Telephone: +91 7380000944
Contact Person: Ashok Kumar
Website: www.icicibank.com
E-mail: [email protected]; [email protected]

Bank of America N.A.


Address: 5th Floor, South Block, Safina Towers
No.3, Ali Asker Road, Vasanthnagar
Bengaluru, KA - 560052
Telephone: +91 8066006220
Contact Person: Shankar Bellie
Website: https://business.bofa.com/bofa-india
Email: [email protected]

Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time.

A list of the Designated SCSB Branches with which an ASBA Bidder (other than UPI Bidders), not Bidding
through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum
Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other
websites as may be prescribed by SEBI from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted under the ASBA process to a member
of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of
the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time or any other website as may be prescribed by SEBI from time to time or such other
website as may be prescribed by SEBI from time to time.

Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism

In accordance with, SEBI circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and the SEBI
ICDR Master Circular, UPI Bidders may only apply through the SCSBs and mobile applications whose names
appear on the website of the SEBI which may be updated from time to time. A list of SCSBs and mobile
applications, using the UPI handles and which are live for applying in public issues using UPI mechanism is
available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, respectively, as
updated from time to time and at such other websites as may be prescribed by SEBI from time to time.

Registered Brokers

Bidders can submit ASBA Forms in the Offer using the stock broker network of the Stock Exchanges, i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the
respective Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/products-
services/initial-public-offerings-asba-procedures respectively, as updated from time to time.

142
Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/products-
services/initial-public-offerings-asba-procedures respectively, as updated from time to time.

Experts to the Offer

Except as stated below, our Company has not obtained any expert opinions in connection with this Red Herring
Prospectus:

(i) Our Company has received written consent dated November 5, 2025 from Deloitte Haskins & Sells LLP,
Chartered Accountants, Statutory Auditor, holding a valid peer review certificate from ICAI, to include
their name as required under section 26 (5) of the Companies Act read with SEBI ICDR Regulations, in
this Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act to
the extent and in their capacity as Statutory Auditors, and in respect of their (i) examination report, dated
October 16, 2025 on our Restated Consolidated Financial Information; and (ii) their report dated October
16, 2025 on the Statement of Special Tax Benefits of our Company and our Shareholders, included in this
Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the
U.S. Securities Act.

(ii) Our Company has received written consent dated November 5, 2025, from Walker Chandiok & Co LLP,
Chartered Accountants, to include their name as required under the SEBI ICDR Regulations in this Red
Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act to the extent
and in their capacity as statutory auditors of our Material Subsidiary, Tenneco Automotive India Private
Limited in respect to their report dated October 16, 2025, on the Statement of Special Tax Benefits
available to our Material Subsidiary, Tenneco Automotive India Private Limited, as included in this Red
Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.

(iii) Our Company has received written consent dated November 5, 2025 from B.B. & Associates, Chartered
Accountants (FRN No. 023670N), to include their name as required under section 26(5) of the Companies
Act read with the SEBI ICDR Regulations in this Red Herring Prospectus, and as an “expert” as defined
under section 2(38) of the Companies Act to the extent and in their capacity as the Independent Chartered
Accountant, in respect of their certificates in connection with the Offer and details derived therefrom as
included in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this
Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.

(iv) Our Company has received a written consent dated November 5, 2025 from Kunal Kantilal Vikamsey and
Naresh Kanji Wadhia of Kanti Karamsey and Co. Advisors LLP (Chartered Engineer Registration
Numbers: F-1307017 and M 115754/4, respectively), to include their name as an “expert” as defined under
section 2(38) and 26(5) of the Companies Act to the extent and in their capacity as the independent
chartered engineers and in respect of the certificate issued by them and details derived therefrom as
included in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this
Red Herring Prospectus.

Monitoring Agency

As the Offer is an offer for sale of Equity Shares by the Promoter Selling Shareholder, our Company is not required
to appoint a monitoring agency in relation to the Offer.

Credit Rating

As the Offer is an offer for sale of Equity Shares, credit rating is not required.

IPO Grading

143
As the Offer is an offer for sale of Equity Shares, no credit agency registered with SEBI has been appointed in
respect of obtaining grading for the Offer.

Debenture Trustees

As the Offer is an offer for sale of Equity Shares, no debenture trustee has been appointed for the Offer.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Appraising Entity

As the Offer is an offer for sale of Equity Shares by the Promoter Selling Shareholder, our Company will not
receive any proceeds from the Offer. Accordingly, no appraising entity has been appointed for the Offer.

Filing of the Draft Red Herring Prospectus

A copy of the Draft Red Herring Prospectus had been filed electronically with SEBI through the SEBI
intermediary portal at https://siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, as specified
in Regulation 25(8) of SEBI ICDR Regulations. A copy of the Draft Red Herring Prospectus was also filed with
SEBI at:

Securities and Exchange Board of India


Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (East)
Mumbai 400 051
Maharashtra, India

Filing of this Red Herring Prospectus and the Prospectus

A copy of this Red Herring Prospectus, along with the material contracts and documents required to be filed,
under Section 32 of the Companies Act, has been been filed with the RoC at its office and a copy of the Prospectus
required to be filed under Section 26 of the Companies Act, shall be filed with the RoC at its office and through
the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. For details of the address of the
RoC, see “General Information – Address of the Registrar of Companies” on page 136.

Book Building Process

The Book Building Process, in the context of the Offer, refers to the process of collection of Bids from Bidders
on the basis of this Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the
Price Band. The Price Band and minimum Bid Lot will be decided by our Company in consultation with the
Promoter Selling Shareholder and the Book Running Lead Managers, and will be advertised in all editions of the
Financial Express (a widely circulated English national daily newspaper), all editions of the Jansatta (a widely
circulated Hindi national daily newspaper) and Chennai edition of the Makkal Kural (a widely circulated Tamil
daily newspaper, Tamil being the regional language of Tamil Nadu where our Registered Office is located), at
least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges
for the purposes of uploading on their respective websites. Pursuant to the Book Building Process, the Offer Price
shall be determined by our Company in consultation with the Promoter Selling Shareholder and the BRLMs after
the Bid/Offer Closing Date. For further details, see “Offer Procedure” beginning on page 576.

All Bidders, other than Anchor Investors, shall only participate through the ASBA process by providing the details
of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or in
the case of UPI Bidders, by using the UPI Mechanism. Additionally, Retail Individual Investors shall participate
through the ASBA process only using the UPI Mechanism. Non-Institutional Investors with an application size
of up to ₹0.50 million shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application
Form submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar
and Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the ASBA
process. In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted
to withdraw or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at

144
any stage. Retail Individual Investors can revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until
Bid/Offer Closing Date.

Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. One-third of the Non-Institutional
Portion shall be reserved for Bidders with application size of more than ₹0.20 million and up to ₹1.00 million, two-
thirds of the Non-Institutional Portion shall be reserved for Bidders with an application size of more than ₹1.00 million
and the unsubscribed portion in either of such sub-categories may be allocated to Bidders in the other sub-category of
Non-Institutional Investors. The allocation of Equity Shares to each Non-Institutional Investor shall not be less than the
minimum application size (i.e., ₹0.20 million), subject to the availability of Equity Shares in the Non-Institutional
Portion, and the remaining Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to QIBs (other
than Anchor Investors) will be on a proportionate basis to Retail Individual Investors can revise their Bid(s) during the
Bid/Offer Period and withdraw their Bid(s) until Bid/Offer Closing Date, while allocation to Anchor Investors will be
on a discretionary basis. For further details on the method and procedure for Bidding and the Book Building Process,
see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” beginning on pages 565, 572 and 576, respectively.

The Book Building Process and the Bidding process are subject to change from time to time, and the Bidders are
advised to make their own judgment about investment through the aforesaid processes prior to submitting a Bid
in the Offer.

Bidders should note that the Offer is also subject to (i) filing of the Prospectus by our Company with the RoC;
and (ii) our Company obtaining final listing and trading approvals from the Stock Exchanges, which our
Company shall apply for after Allotment.

Illustration of Book Building Process and Price Discovery Process

Each Bidder, by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and the
terms of the Offer. For an illustration of the Book Building Process and the price discovery process, see “Terms of the
Offer” and “Offer Procedure” beginning on pages 565 and 576, respectively.

Underwriting Agreement

After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus with
the RoC, our Company and the Promoter Selling Shareholder will enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer. Pursuant to the terms of the Underwriting
Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing, as
specified therein.

The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following
number of Equity Shares:

(This portion has been intentionally left blank and will be completed before filing of the Prospectus with the RoC.)

Name, address, telephone number and e-mail address of Indicative number of Equity Amount Underwritten (in ₹
the Underwriters Shares to be Underwritten million)
[●] [●] [●]

The abovementioned amounts are provided for indicative purposes only and would be finalized after the pricing and
actual allocation and subject to the provisions of Regulation 40(3) of the SEBI ICDR Regulations.

In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters), the
resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full.
The Underwriters are registered as merchant bankers with SEBI or registered as brokers with the Stock Exchange(s).
Our Board of Directors/IPO Committee, at its meeting held on [●], has accepted and entered into the Underwriting
Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in
proportion to their underwriting commitments set forth in the table above.

Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to
Equity Shares allocated to investors procured by them. The extent of underwriting obligations and the Bids to be
underwritten by each BRLM shall be as per the Underwriting Agreement.

The Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus and will be executed
after determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus, with the
RoC.

145
CAPITAL STRUCTURE

The share capital of our Company, as on the date of this Red Herring Prospectus, is set forth below.
(in ₹, except share data)
S. Particulars Aggregate value Aggregate value
No. at face value at Offer Price*
(1)
A) AUTHORISED SHARE CAPITAL
780,050,000 Equity Shares of face value of ₹10 each 7,800,500,000 -
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
403,604,309 Equity Shares of face value of ₹10 each 4,036,043,090 -
C) PRESENT OFFER(2)(3)
Offer for Sale of up to [●] Equity Shares of face value of ₹ 10 each aggregating [●] [●]
up to ₹ 36,000.00 million
D) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER*#
403,604,309 Equity Shares of face value of ₹ 10 each 4,036,043,090 -
E) SECURITIES PREMIUM ACCOUNT
Before the Offer 765.92
After the Offer# 765.92
*
To be updated upon finalisation of the Offer Price and subject to finalisation of Basis of Allotment.
#
Given that the Offer comprises of an Offer for Sale and does not include any fresh issuance of shares, the issued, subscribed and paid-up
share capital of our Company and the securities premium before and after the Offer shall remain the same.
(1)
For details in relation to changes in the authorized share capital of our Company, see “History and Certain Corporate Matters –
Amendments to the Memorandum of Association” on page 331.
(2)
The Offer has been authorized by a resolution passed by our Board at their meeting held on June 27, 2025 read with resolution dated
October 26, 2025.
(3)
The Promoter Selling Shareholder has consented to and authorized the transfer of the Offered Shares pursuant to the Offer for Sale.
Further, our Board has taken on record such consent and authorization of the Promoter Selling Shareholder pursuant to its resolution
dated June 30, 2025 read with resolution dated October 29, 2025. The Promoter Selling Shareholder has confirmed that the Offered
Shares are eligible for being offered in the Offer for Sale in compliance with Regulation 8 of the SEBI ICDR Regulations. For details of
the consent of the Promoter Selling Shareholder in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures”
beginning on page 545.

Changes in the authorized share capital of our Company

For details of the changes to the authorized share capital of our Company since incorporation, see “History and
Certain Corporate Matters – Amendments to the Memorandum of Association” on page 331.

Notes to Capital Structure

1. Equity Share capital history of our Company

The following table sets forth the history of the Equity Share capital of our Company:

[The remainder of this page is intentionally left blank]

146
Date of allotment/ Reason for / nature of Name(s) of allottee(s) Number of Equity Shares Face value Issue price/ Nature of consideration Cumulative Equity Share capital
reduction allotment and details of allotted/ reduced per Equity reduction price (₹)
Equity Shares Share per Equity Share
allotted per allottee (₹) (₹)
December 21, 2018 Initial 27,841 Equity Shares 30,000 10 10 Cash 300,000
subscription allotted to Tenneco
to the Mauritius Holdings
Memorandum Limited and 2,159
of Equity Shares allotted
Association(1) to Tenneco (Mauritius)
Limited
June 15, 2019 Allotment pursuant to 721,716,066 Equity 777,683,120 10 10 Other than cash 7,777,131,200
Scheme of Arrangement Shares allotted to
for Demerger(2) Tenneco Mauritius
Holdings Limited and
55,967,054 Equity
Shares allotted to
Tenneco (Mauritius)
Limited
May 20, 2021 Reduction of Equity Share 430,892,497 Equity (464,307,000) 10 10 N.A.(3) 3,134,061,200
Capital(3) Shares of Tenneco
Mauritius Holdings
Limited and 33,414,503
Equity Shares of
Tenneco (Mauritius)
Limited were reduced
December 22, 2023 Reduction of Equity 92,166,446 Equity (99,317,291) 10 12 Refer to footnote 4 2,140,888,290
Share Capital(4) Shares of Tenneco
Mauritius Holdings
Limited and 7,150,845
Equity Shares of
Tenneco (Mauritius)
Limited were reduced
March 26, 2025 Private placement(5) Federal-Mogul Pty Ltd 14,478,794 10 288.85 Other than cash(5) 2,285,676,230
March 26, 2025 Private placement(6) Federal-Mogul 3,992,380 10 288.85 Other than cash(6) 2,325,600,030
Investments B.V.
March 26, 2025 Private placement(7) 6,615,274 Equity 13,590,220 10 288.85 Other than cash(7) 2,461,502,230
Shares allotted to
Federal-Mogul
Investments B.V. and
6,974,946 Equity
Shares allotted to
Tenneco LLC (formerly
known as Tenneco, Inc.)
March 26, 2025 Private placement(8) 146,123,690 Equity 157,454,086 10 288.85 Other than cash(8) 4,036,043,090
Shares allotted to
Tenneco Mauritius
Holdings Limited and

147
Date of allotment/ Reason for / nature of Name(s) of allottee(s) Number of Equity Shares Face value Issue price/ Nature of consideration Cumulative Equity Share capital
reduction allotment and details of allotted/ reduced per Equity reduction price (₹)
Equity Shares Share per Equity Share
allotted per allottee (₹) (₹)
11,330,396 Equity
Shares allotted to
Tenneco (Mauritius)
Limited
(1)
Our Company was incorporated on December 21, 2018. The date of subscription to the Memorandum of Association is December 5, 2018 and the allotment of Equity Shares pursuant to such subscription was taken
on record by our Board on January 16, 2019.
(2)
Such allotment has been done in consideration of the demerger of the clean air undertaking of Tenneco Automotive India Private Limited into Tenneco Clean Air India Limited as per the Scheme of Arrangement
for Demerger. For details, see “History and Other Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc.
since incorporation” on page 334.
(3)
Such reduction was approved by way of the order dated April 20, 2021 passed by the NCLT, Chennai Bench, wherein the NCLT has approved the cancellation of 464,307,000 Equity Shares. The RoC issued a
certificate of registration of order confirming reduction of capital dated May 20, 2021.
(4)
Such reduction was approved by way of the order dated February 1, 2023 read with the order dated November 23, 2023, each passed by the NCLT, Chennai Bench, wherein the NCLT has approved the cancellation
of 99,317,291 Equity Shares at a premium of ₹ 2 per share i.e. ₹ 12 per share amounting to total outlay of ₹ 1,191.81 million. The RoC issued a certificate of registration of order confirming reduction of capital
dated December 22, 2023. Pursuant to such reduction, ₹ 342.17 million out of the total outlay was adjusted against negative capital reserves of the Company and balance ₹ 849.64 million was returned to the
abovementioned shareholders by way of cash.
(5)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Ignition Products India Limited and Federal-Mogul Pty Ltd pursuant to which 14,478,794 Equity Shares of our
Company of face value of ₹ 10 each were allotted to Federal-Mogul Pty Ltd as consideration for acquiring 42,789,029 equity shares of face value ₹10 each of Federal-Mogul Ignition Products India Limited. For
details see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since
incorporation” on page 334.
(6)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Sealings India Limited and Federal-Mogul Investments B.V. pursuant to which 3,992,380 Equity Shares of our
Company of face value of ₹ 10 each were allotted to Federal-Mogul Investments B.V. as consideration for acquiring 7,491,712 equity shares of face value ₹1 each of Federal-Mogul Sealings India Limited. For
details see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since
incorporation” on page 334.
(7)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Bearings India Limited, Federal-Mogul Investments B.V. and Tenneco LLC (formerly known as Tenneco, Inc.),
pursuant to which 13,590,220 Equity Shares of our Company of face value of ₹ 10 each were allotted to Federal-Mogul Investments B.V. and Tenneco LLC (formerly known as Tenneco, Inc.) as consideration for
acquiring 8,721,086 equity shares of face value of ₹10 each of Federal-Mogul Bearings India Limited. For details see “History and Certain Corporate Matters – Details regarding material acquisitions or
divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.
(8)
Our Company entered into a share swap agreement dated March 25, 2025 with Tenneco Automotive India Private Limited, Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited pursuant to which
157,454,086 Equity Shares of our Company of face value of ₹10 each were allotted to Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited as consideration for acquiring 100,000 equity shares
of face value of ₹10 each of Tenneco Automotive India Private Limited. For details see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings,
mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.

148
2. Preference Share Capital of our Company

Our Company does not have any preference share capital as on the date of this Red Herring Prospectus.

3. Equity Shares issued out of revaluation reserves or by way of bonus issue

Our Company has not issued any Equity Shares out of revaluation of reserves or by way of bonus issue since
incorporation.

4. Shares issued for consideration other than cash

Except as disclosed below, our Company has not issued any Equity Shares for consideration other than cash
since its incorporation:

Date of Reason for / Name(s) of Number of Face Issue price Nature of Benefits accrued
allotment nature of allottee(s) and Equity value per Equity consideration to our Company
allotment details of Shares per Share
Equity Shares allotted Equity (₹)
allotted per Share
allottee (₹)
June 15, Allotment 721,716,066 777,683,120 10 10 Other than Issued by our
2019 pursuant to Equity Shares cash Company as
Scheme of allotted to consideration for
Arrangement Tenneco the demerger of
for Demerger(1) Mauritius the clean air
Holdings undertaking of
Limited and Tenneco
55,967,054 Automotive India
Equity Shares Private Limited
allotted to into our
Tenneco Company, in the
(Mauritius) ratio of 32.7
Limited Equity Shares of
our Company for
every 10 equity
shares of face
value of ₹ 10 each
of Tenneco
Automotive India
Private Limited
March 26, Private Federal-Mogul 14,478,794 10 288.85 Other than Issued by our
2025 placement(2) Pty Ltd cash(2) Company as
consideration for
acquisition of
Federal-Mogul
Ignition Products
India Limited
March 26, Private Federal-Mogul 3,992,380 10 288.85 Other than Issued by our
2025 placement(3) Investments cash(5) Company as
B.V. consideration for
acquisition of
Federal-Mogul
Sealings India
Limited
March 26, Private 6,615,274 13,590,220 10 288.85 Other than Issued by our
2025 placement(4) Equity Shares cash(4) Company as
allotted to consideration for
Federal-Mogul acquisition of
Investments Federal-Mogul
B.V. and Bearings India
6,974,946 Limited
Equity Shares
allotted to
Tenneco LLC
(formerly
known as
Tenneco, Inc.)
March 26, Private 146,123,690 157,454,086 10 288.85 Other than Issued by our
2025 placement(5) Equity Shares cash(5) Company as
allotted to consideration for
Tenneco acquisition of
Mauritius Tenneco

149
Date of Reason for / Name(s) of Number of Face Issue price Nature of Benefits accrued
allotment nature of allottee(s) and Equity value per Equity consideration to our Company
allotment details of Shares per Share
Equity Shares allotted Equity (₹)
allotted per Share
allottee (₹)
Holdings Automotive India
Limited and Private Limited
11,330,396
Equity Shares
allotted to
Tenneco
(Mauritius)
Limited
(1)
Such allotment has been done in consideration of the demerger of the clean air undertaking of Tenneco Automotive India Private
Limited into Tenneco Clean Air India Limited as per the Scheme of Arrangement for Demerger. For details, see “History and
Other Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers,
amalgamations, any revaluation of assets, etc. since incorporation” on page 334.
(2)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Ignition Products India Limited
and Federal-Mogul Pty Ltd pursuant to which 14,478,794 Equity Shares of our Company of face value of ₹10 each were allotted
to Federal-Mogul Pty Ltd as consideration for acquiring 42,789,029 equity shares of face value ₹10 each of Federal-Mogul
Ignition Products India Limited. For details see “History and Certain Corporate Matters – Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since
incorporation” on page 334.
(3)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Sealings India Limited and
Federal-Mogul Investments B.V. pursuant to which 3,992,380 Equity Shares of our Company of face value of ₹10 each were
allotted to Federal-Mogul Investments B.V. as consideration for acquiring 7,491,712 equity shares of face value ₹1 each of
Federal-Mogul Sealings India Limited. For details see “History and Certain Corporate Matters – Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since
incorporation” on page 334.
(4)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Bearings India Limited, Federal-
Mogul Investments B.V. and Tenneco LLC (formerly known as Tenneco, Inc.), pursuant to which 13,590,220 Equity Shares of our
Company of face value of ₹10 each were allotted to Federal-Mogul Investments B.V. and Tenneco LLC (formerly known as
Tenneco, Inc.) as consideration for acquiring 8,721,086 equity shares of face value of ₹10 each of Federal-Mogul Bearings India
Limited. For details see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.
(5)
Our Company entered into a share swap agreement dated March 25, 2025 with Tenneco Automotive India Private Limited,
Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited pursuant to which 157,454,086 Equity Shares of our
Company of face value of ₹10 each were allotted to Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited as
consideration for acquiring 100,000 equity shares of face value of ₹10 each of Tenneco Automotive India Private Limited. For
details see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.

5. Equity Shares issued pursuant to Sections 230 to 234 of the Companies Act, 2013 or Sections 391 to
394 of the Companies Act, 1956

Except as disclosed below, our Company has not issued any Equity Shares pursuant to any scheme approved
under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act since
its incorporation:

Date of Reason for / Name(s) of allottee(s) and Number of Face Issue Nature of
allotment nature of details of Equity Shares value per price per consideration
allotment Equity Shares allotted Equity Equity
allotted per allottee Share Share
(₹) (₹)
June 15, Allotment pursuant 721,716,066 Equity Shares 777,683,120 10 10 Other than
2019 to Scheme of allotted to Tenneco Mauritius cash
Arrangement for Holdings Limited and
Demerger(1) 55,967,054 Equity Shares
allotted to Tenneco
(Mauritius) Limited
(1)
Such allotment has been done in consideration of the demerger of the clean air undertaking of Tenneco Automotive India Private
Limited into Tenneco Clean Air India Limited as per the Scheme of Arrangement for Demerger. For details, see “History and
Other Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers,
amalgamations, any revaluation of assets, etc. since incorporation” on page 334.

Additionally, our Company has undertaken the following reduction in Equity Shares under Section 66 of the
Companies Act since its incorporation, pursuant to orders passed by the NCLT, Chennai Bench:

150
Date of Reason for / nature of Name(s) of Number of Face Reduction Nature of
reduction reduction allottee(s) and Equity Shares value price per consideration
details of reduced per Equity
Equity Shares Equity Share
allotted per Share (₹)
allottee (₹)
May 20, Reduction of Equity Share 430,892,497 Equity (464,307,000) 10 10 N.A.(1)
2021 Capital(1) Shares of Tenneco
Mauritius Holdings
Limited and
33,414,503 Equity
Shares of Tenneco
(Mauritius) Limited
were reduced
December Reduction of Equity 92,166,446 Equity (99,317,291) 10 12 Refer note 2
22, 2023 Share Capital(2) Shares of Tenneco below
Mauritius Holdings
Limited and
7,150,845 Equity
Shares of Tenneco
(Mauritius) Limited
were reduced
(1)
Such reduction was approved by way of the order dated April 20, 2021 passed by the NCLT, Chennai Bench, wherein the NCLT
has approved the cancellation of 464,307,000 Equity Shares. The RoC issued a certificate of registration of order confirming
reduction of capital dated May 20, 2021.
(2)
Such reduction was approved by way of the order dated February 1, 2023 read with the order dated November 23, 2023, each
passed by the NCLT, Chennai Bench, wherein the NCLT has approved the cancellation of 99,317,291 Equity Shares at a premium
of ₹ 2 per share i.e. ₹12 per share amounting to total outlay of ₹ 1,191,807,492. The RoC issued a certificate of registration of
order confirming reduction of capital dated December 22, 2023. Pursuant to such reduction, ₹ 342.17 million out of the total
outlay was adjusted against negative capital reserves of the Company and balance ₹ 849.64 million was returned to the
shareholders by way of cash.

6. Issue of Equity Shares at a price lower than the Offer Price in the last year

The Offer Price shall be determined by our Company, in consultation with the BRLMs after the Bid/ Offer
Closing Date. Except as disclosed below, our Company has not issued any Equity Shares during a period of
one year preceding the date of this Red Herring Prospectus which may have been issued at a price lower
than the Offer Price:

Date of Reason for / Name(s) of Number of Face Issue price Nature of


allotment nature of allottee(s) and Equity Shares value per per Equity consideration
allotment details of allotted Equity Share
Equity Shares Share (₹)
allotted per (₹)
allottee
March Private placement(1) Federal-Mogul Pty 14,478,794 10 288.85 Other than cash(1)
26, 2025 Ltd
March Private placement(2) Federal-Mogul 3,992,380 10 288.85 Other than cash(2)
26, 2025 Investments B.V.
March Private placement(3) 6,615,274 Equity 13,590,220 10 288.85 Other than cash(3)
26, 2025 Shares allotted to
Federal-Mogul
Investments B.V.
and 6,974,946
Equity Shares
allotted to Tenneco
LLC (formerly
known as Tenneco,
Inc.)
March Private placement(4) 146,123,690 Equity 157,454,086 10 288.85 Other than cash(4)
26, 2025 Shares allotted to
Tenneco Mauritius
Holdings Limited
and 11,330,396
Equity Shares
allotted to Tenneco
(Mauritius) Limited
(1)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Ignition Products India Limited
and Federal-Mogul Pty Ltd pursuant to which 14,478,794 Equity Shares of our Company of face value of ₹10 each were allotted
to Federal-Mogul Pty Ltd as consideration for acquiring 42,789,029 equity shares of face value ₹10 each of Federal-Mogul
Ignition Products India Limited. For details see “History and Certain Corporate Matters – Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since
incorporation” on page 334.

151
(2)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Sealings India Limited and
Federal-Mogul Investments B.V. pursuant to which 3,992,380 Equity Shares of our Company of face value of ₹10 each were
allotted to Federal-Mogul Investments B.V. as consideration for acquiring 7,491,712 equity shares of face value ₹1 each of
Federal-Mogul Sealings India Limited. For details see “History and Certain Corporate Matters – Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since
incorporation” on page 334.
(3)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Bearings India Limited, Federal-
Mogul Investments B.V. and Tenneco LLC (formerly known as Tenneco, Inc.), pursuant to which 13,590,220 Equity Shares of our
Company of face value of ₹10 each were allotted to Federal-Mogul Investments B.V. and Tenneco LLC (formerly known as
Tenneco, Inc.) as consideration for acquiring 8,721,086 equity shares of face value of ₹10 each of Federal-Mogul Bearings India
Limited. For details see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.
(4)
Our Company entered into a share swap agreement dated March 25, 2025 with Tenneco Automotive India Private Limited,
Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited pursuant to which 157,454,086 Equity Shares of our
Company of face value of ₹10 each were allotted to Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited as
consideration for acquiring 100,000 equity shares of face value of ₹10 each of Tenneco Automotive India Private Limited. For
details see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.

7. Issue of Equity Shares under employee stock option schemes

Our Company has not issued any Equity Shares pursuant to any employee stock option scheme since its
incorporation.

8. Shareholding of our Promoters, members of our Promoter Group and directors of our Promoters

Except as disclosed below, neither of our Promoters hold any Equity Shares in our Company:

Pre-Offer Post-Offer
Name of the Number of Equity Percentage of pre- Number of Equity Percentage of post-
Shareholder Shares of face value Offer Equity Share Shares of face value Offer Equity Share
of ₹ 10 each capital (%) of ₹ 10 each capital (%)*
Tenneco Mauritius 333,725,530(1) 82.69 [●] [●]
Holdings Limited
Tenneco (Mauritius) 26,734,261 6.62 [●] [●]
Limited
Federal-Mogul 10,607,654(2) 2.63 [●] [●]
Investments B.V.
Federal-Mogul Pty Ltd 14,478,794(2) 3.59 [●] [●]
Tenneco LLC 6,974,946(2) 1.73 [●] [●]
(formerly known as
Tenneco, Inc.)
Total 392,521,185 97.25 [●] [●]
*
Subject to finalisation of Basis of Allotment
(1)
This includes five Equity Shares of face value of ₹ 10 each of our Company held by Tenneco Mauritius Holdings Limited through
its nominees, as follows:
(a)
one Equity Share of face value of ₹ 10 each of our Company held by each Federal-Mogul Investments B.V., Federal-Mogul Pty
Ltd and Tenneco LLC (formerly known as Tenneco, Inc.), Promoters of our Company; and
(b)
one Equity Share of face value of ₹ 10 each of our Company held by each Federal-Mogul Vermogensverwaltungs GMBH and
Federal-Mogul Holdings, Ltd., members of our Promoter Group.
(2)
This excludes one Equity Share of face value of ₹ 10 each held as a nominee of Tenneco Mauritius Holdings Limited and such
Equity Share has been included in the aggregated number of Equity Shares held by Tenneco Mauritius Holdings Limited.

Except for, Federal-Mogul Vermogensverwaltungs GMBH and Federal-Mogul Holdings, Ltd., members of
our Promoter Group, who hold one Equity Share each of our Company of face value of ₹ 10 each as a
nominee of Tenneco Mauritius Holdings Limited, none of the other members of the Promoter Group hold
any Equity Shares as on the date of this Red Herring Prospectus. As on the date of this Red Herring
Prospectus, the directors of our Promoters do not hold any Equity Shares.

9. History of build-up of Promoters’ shareholding in our Company

Our Promoters (including through the nominees of Tenneco Mauritius Holdings Limited) collectively hold
392,521,185 Equity Shares of face value of ₹ 10 each, which constitutes 97.25% of the issued, subscribed
and paid-up Equity Share capital of our Company. As of the date of this Red Herring Prospectus, none of
the Equity Shares held by our Promoters are pledged or otherwise encumbered.

Set forth below is the build-up of our Promoters’ shareholding in our Company since its incorporation:

152
Date of Nature of Number of Equity Face Issue Nature of % of the % of the
allotment/ transaction Shares value price/redu consideratio pre-Offer post-Offer
reduction/tr allotted/reduced/tra per ction n Equity Equity
ansfer nsferred Equity price/trans Share Share
Share fer price capital capital
(₹) per
Equity
Share (₹)
Tenneco Mauritius Holdings Limited
December Initial 27,841 10 10 Cash 0.01 [●]
21, 2018 subscription
to the
Memorandum
of
Association(1)
June 15, Allotment pursuant 721,716,066 10 10 Other than 178.82 [●]
2019 to Scheme of cash(2)
Arrangement for
Demerger (2)
May 20, Reduction of Equity (430,892,497) 10 10 N.A. (3) (106.76) [●]
2021 Share capital(3)
December Reduction of Equity (92,166,446) 10 12 Refer to (22.84) [●]
22, 2023 Share capital(4) footnote 4
March 26, Private placement(5) 146,123,690 10 288.85 Other than 36.20 [●]
2025 cash(5)
October 30, Transfer to (1,309,824) 10 397 Cash (0.32) [●]
2025 Whiteoak Capital
India Opportunities
Fund(10)
October 30, Transfer to (75,567) 10 397 Cash (0.02) [●]
2025 Whiteoak Capital
Equity Fund(10)
October 30, Transfer to Ashoka (75,566) 10 397 Cash (0.02) [●]
2025 Whiteoak Emerging
Markets Trust
Plc(10)
October 30, Transfer to Ashoka (680,100) 10 397 Cash (0.17) [●]
2025 India Equity
Investment Trust
Plc(10)
October 30, Transfer to 360 One (314,861) 10 397 Cash (0.08) [●]
2025 Special
Opportunities Fund
– Series 10(10)
October 30, Transfer to 360 One (629,722) 10 397 Cash (0.16) [●]
2025 Special
Opportunities Fund
– Series 9(10)
October 30, Transfer to 360 One (302,268) 10 397 Cash (0.07) [●]
2025 Special
Opportunities Fund
– Series 4(10)
October 30, Transfer to 360 One (642,317) 10 397 Cash (0.16) [●]
2025 Special
Opportunities Fund
– Series 2(10)
October 30, Transfer to VQ (1,259,446) 10 397 Cash (0.31) [●]
2025 Fastercap Fund II(10)
October 30, Transfer to Think (1,007,557) 10 397 Cash (0.25) [●]
2025 India Opportunities
Master Fund LP(10)
October 30, Transfer to SBI (1,007,557) 10 397 Cash (0.25) [●]
2025 Emergent India
Fund(10)
October 30, Transfer to Kotak (1,511,336) 10 397 Cash (0.37) [●]
2025 Mahindra Life
Insurance Company
Limited(10)
October 30, Transfer to Axis (1,007,557) 10 397 Cash (0.25) [●]
2025 New Opportunities
AIF – Series II(10)
October 30, Transfer to 3P India (1,259,446) 10 397 Cash (0.31) [●]
2025 Equity Fund 1(10)
Total (A) 333,725,530(8) 82.69 [●]

153
Date of Nature of Number of Equity Face Issue Nature of % of the % of the
allotment/ transaction Shares value price/redu consideratio pre-Offer post-Offer
reduction/tr allotted/reduced/tra per ction n Equity Equity
ansfer nsferred Equity price/trans Share Share
Share fer price capital capital
(₹) per
Equity
Share (₹)
Tenneco (Mauritius) Limited
December Initial 2,159 10 10 Cash Negligible [●]
21, 2018 subscription
to the
Memorandum
of
Association(1)
June 15, Allotment pursuant 55,967,054 10 10 Other than 13.87 [●]
2019 to Scheme of cash(2)
Arrangement for
Demerger(2)
May 20, Reduction of Equity (33,414,503) 10 10 N.A. (3) (8.28) [●]
2021 Share capital(3)
December Reduction of Equity (7,150,845) 10 12 Refer to (1.77) [●]
22, 2023 Share capital(4) footnote 4

March 26, Private Placement(5) 11,330,396 10 288.85 Other than 2.81 [●]
2025 cash(5)
Total (B) 26,734,261 6.62 [●]
Federal-Mogul Investments B.V.
March 26, Private placement(6) 10,607,654 10 288.85 Other than 2.63 [●]
2025 cash(6)
Total (C) 10,607,654(9) 2.63
Federal-Mogul Pty Ltd
March 26, Private Placement(7) 14,478,794 10 288.85 Other than 3.59 [●]
2025 cash(7)
Total (D) 14,478,794(9) 3.59
Tenneco LLC (formerly known as Tenneco, Inc.)
March 26, Private Placement(6) 6,974,946 10 288.85 Other than 1.73 [●]
2025 cash (6)
Total (E) 6,974,946(9) 1.73 [●]
Total (A+B+C+D+E) 392,521,185 97.25 [●]
(1)
Our Company was incorporated on December 21, 2018. The date of subscription to the Memorandum of Association is December
5, 2018 and the allotment of Equity Shares pursuant to such subscription was taken on record by our Board on January 16, 2019.
(2)
Such allotment has been done in consideration of the demerger of the clean air undertaking of Tenneco Automotive India Private
Limited into Tenneco Clean Air India Limited as per the Scheme of Arrangement for Demerger. For details, see “History and
Other Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers,
amalgamations, any revaluation of assets, etc. since incorporation” on page 334.
(3)
Such reduction was approved by way of the order dated April 20, 2021 passed by the NCLT, Chennai Bench, wherein the NCLT
has approved the cancellation of 464,307,000 Equity Shares. The RoC issued a certificate of registration of order confirming
reduction of capital dated May 20, 2021.
(4)
Such reduction was approved by way of the order dated February 1, 2023 read with the order dated November 23, 2023, each
passed by the NCLT, Chennai Bench, wherein the NCLT has approved the cancellation of 99,317,291 Equity Shares at a premium
of ₹ 2 per share i.e. ₹12 per share amounting to total outlay of ₹ 1,191,807,492. The RoC issued a certificate of registration of
order confirming reduction of capital dated December 22, 2023. Pursuant to such reduction, ₹ 342.17 million out of the total
outlay was adjusted against negative capital reserves of the Company and balance ₹ 849.64 million was returned to the
shareholders by way of cash.
(5)
Our Company entered into share swap agreement dated March 25, 2025 with Tenneco Automotive India Private Limited, Tenneco
Mauritius Holdings Limited and Tenneco (Mauritius) Limited pursuant to which the Equity Shares of our Company were allotted
to Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited. For details see “History and Certain Corporate
Matters – Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations, any
revaluation of assets, etc., since incorporation” on page 334.
(6)
Our Company entered into share swap agreement dated March 25, 2025 with Federal-Mogul Sealings India Limited and Federal-
Mogul Investments B.V. pursuant to which the Equity Shares of our Company were allotted to Federal-Mogul Investments B.V.
Further, our Company entered into share swap agreement dated March 25, 2025 with Federal-Mogul Bearings India Limited,
Federal-Mogul Investments B.V. and Tenneco LLC (formerly known as Tenneco, Inc.), pursuant to which the Equity Shares of
our Company were allotted to Federal-Mogul Investments B.V. and Tenneco LLC (formerly known as Tenneco, Inc.). For details
see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of business/undertakings,
mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334
(7)
Our Company entered into a share swap agreement dated March 25, 2025 with Federal-Mogul Ignition Products India Limited
and Federal-Mogul Pty Ltd pursuant to which the Equity Shares of our Company were allotted to Federal-Mogul Pty Ltd. For
details see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since incorporation” on page 334.
(8)
This includes five Equity Shares of face value of ₹ 10 each of our Company held by Tenneco Mauritius Holdings Limited through
its nominees, as follows:

154
(a)
one Equity Share of face value of ₹ 10 each of our Company held by each Federal-Mogul Investments B.V. and Federal-
Mogul Pty Ltd, and Tenneco LLC (formerly known as Tenneco, Inc.), Promoters of our Company; and
(b)
one Equity Share of face value of ₹ 10 each of our Company held by each Federal-Mogul Vermogensverwaltungs GMBH
and Federal-Mogul Holdings, Ltd., members of our Promoter Group.
Our Board passed a resolution dated January 28, 2025 recording the transfer of the registered ownership of one Equity Share of
face value of ₹ 10 each of our Company by Tenneco Mauritius Holdings Limited to each of its abovementioned five nominees.
(9)
This excludes one Equity Share of face value of ₹ 10 each held as a nominee of Tenneco Mauritius Holdings Limited and such
Equity Share has been included in the aggregated number of Equity Shares held by Tenneco Mauritius Holdings Limited.
(10)
Pursuant to share purchase agreements each dated October 29, 2025 entered into between Tenneco Mauritius Holdings Limited
and each of Whiteoak Capital India Opportunities Fund, Whiteoak Capital Equity Fund, Ashoka Whiteoak Emerging Markets
Trust PLC, Ashoka India Equity Investment Trust Plc, 360 One Special Opportunities Fund – Series 10, 360 One Special
Opportunities Fund – Series 9, 360 One Special Opportunities Fund – Series 4, 360 One Special Opportunities Fund – Series 2,
VQ Fastercap Fund II, Think India Opportunities Master Fund LP, SBI Emergent India Fund, Kotak Mahindra Life Insurance
Company Limited, Axis New Opportunities AIF – Series II, 3P India Equity Fund 1 (collectively, the “Transferees”), Tenneco
Mauritius Holdings Limited, sold an aggregate of 11,083,124 Equity Shares held in our Company, amounting to 2.75% of the
pre-Offer Equity Share capital of our Company, to the Transferees, for an aggregate purchase consideration of ₹ 4,400.00 million.

10. Secondary Transactions involving our Promoters, Promoter Group and Promoter Selling Shareholder

As on the date of this Red Herring Prospectus, there have been no secondary transactions of Equity Shares
of our Company involving our Promoters (including Promoter Selling Shareholder) and the members of our
Promoter Group (other than transfer of the registered ownership of one Equity Share of face value of ₹ 10
each by our Promoter, Tenneco Mauritius Holdings Limited to each of Federal-Mogul Investments B.V.,
Federal-Mogul Pty Ltd, Federal-Mogul Vermogensverwaltungs GMBH, Federal-Mogul Holdings, Ltd and
Tenneco LLC (formerly known as Tenneco, Inc.), with such Equity Shares to be held by such Shareholders
as nominees of Tenneco Mauritius Holdings Limited) and except as set forth below:
Date of Names of the Names of the Number of Nature of Face value Transfer
transfer transferor transferee(1) Equity Shares consideration (₹) price (₹)
transferred
October 30, Tenneco Mauritius Whiteoak Capital India 1,309,824 Cash 10 397
2025 Holdings Limited Opportunities Fund
October 30, Tenneco Mauritius Whiteoak Capital 75,567 Cash 10 397
2025 Holdings Limited Equity Fund
October 30, Tenneco Mauritius Ashoka Whiteoak 75,566 Cash 10 397
2025 Holdings Limited Emerging Markets
Trust Plc
October 30, Tenneco Mauritius Ashoka India Equity 680,100 Cash 10 397
2025 Holdings Limited Investment Trust Plc
October 30, Tenneco Mauritius 360 One Special 314,861 Cash 10 397
2025 Holdings Limited Opportunities Fund –
Series 10
October 30, Tenneco Mauritius 360 One Special 629,722 Cash 10 397
2025 Holdings Limited Opportunities Fund –
Series 9
October 30, Tenneco Mauritius 360 One Special 302,268 Cash 10 397
2025 Holdings Limited Opportunities Fund –
Series 4
October 30, Tenneco Mauritius 360 One Special 642,317 Cash 10 397
2025 Holdings Limited Opportunities Fund –
Series 2
October 30, Tenneco Mauritius VQ Fastercap Fund II 1,259,446 Cash 10 397
2025 Holdings Limited
October 30, Tenneco Mauritius Think India 1,007,557 Cash 10 397
2025 Holdings Limited Opportunities Master
Fund LP
October 30, Tenneco Mauritius SBI Emergent India 1,007,557 Cash 10 397
2025 Holdings Limited Fund
October 30, Tenneco Mauritius Kotak Mahindra Life 1,511,336 Cash 10 397
2025 Holdings Limited Insurance Company
Limited
October 30, Tenneco Mauritius Axis New 1,007,557 Cash 10 397
2025 Holdings Limited Opportunities AIF –
Series II
October 30, Tenneco Mauritius 3P India Equity Fund 1 1,259,446 Cash 10 397
2025 Holdings Limited
(1) Pursuant to share purchase agreements each dated October 29, 2025 entered into between Tenneco Mauritius Holdings Limited
and each of Whiteoak Capital India Opportunities Fund, Whiteoak Capital Equity Fund, Ashoka Whiteoak Emerging Markets
Trust PLC, Ashoka India Equity Investment Trust Plc, 360 One Special Opportunities Fund – Series 10, 360 One Special
Opportunities Fund – Series 9, 360 One Special Opportunities Fund – Series 4, 360 One Special Opportunities Fund – Series 2,
VQ Fastercap Fund II, Think India Opportunities Master Fund LP, SBI Emergent India Fund, Kotak Mahindra Life Insurance

155
Company Limited, Axis New Opportunities AIF – Series II, 3P India Equity Fund 1 (collectively, the “Transferees”), Tenneco
Mauritius Holdings Limited, sold an aggregate of 11,083,124 Equity Shares held in our Company, amounting to 2.75% of the
pre-Offer Equity Share capital of our Company, to the Transferees, for an aggregate purchase consideration of ₹ 4,400.00 million.

11. Details of minimum Promoters’ Contribution locked in for 18 months

Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted
post-Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum
promoter contribution and locked-in for a period of 18 months or any other period as may be prescribed
under applicable law, from the date of Allotment (“Promoters’ Contribution”) and the Equity Shares held
by our Promoters in excess of Promoters’ Contribution and not transferred pursuant the Offer, shall be
locked in for a period of six months, from the date of Allotment or any other period as may be prescribed
under applicable law. Our Promoters have given their consent to include such number of Equity Shares held
by them, in aggregate, as may constitute 20% of the fully diluted post-Offer Equity Share capital of our
Company as Promoters’ Contribution. Our Promoters have agreed not to dispose, sell, transfer, charge,
pledge or otherwise encumber in any manner the Promoters’ Contribution from the date of the Draft Red
Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as required
under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.
The details of Equity Shares held by our Promoters, which will be locked-in for minimum Promoters’
Contribution for a period of 18 months, from the date of Allotment as Promoters’ Contribution are as
provided below:

Name of our Number of Number Date of Face Allotment/ Nature of % of the % of the Date upto
Promoter Equity of Equity allotment/ value Acquisition transaction pre- post-Offer which
Shares of Shares of transfer# per price per Offer paid-up Equity
face value face value Equity Equity paid-up capital* Shares
₹ 10 each ₹ 10 each Share Share of capital are
held locked-in* (₹) face value (%) subject to
₹ 10 each lock-in
(₹)
Tenneco [●] [●] [●] [●] [●] [●] [●] [●] [●]
Mauritius
Holdings
Limited
Total [●] [●] [●] [●] [●] [●] [●] [●] [●]
Note: To be updated at the Prospectus stage.
*
Subject to finalisation of Basis of Allotment.

Our Company undertakes that the Equity Shares being locked-in are not and will not be ineligible for
computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. For details on
the build-up of the Equity Share capital held by our Promoters, see “- History of build-up of Promoters’
shareholding in our Company” on page 153.

In this connection, we confirm the following:

(i) Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired during the
three years preceding the date of the Draft Red Herring Prospectus (a) for consideration other than
cash and revaluation of assets or capitalisation of intangible assets was involved in such transaction,
or (b) as a result of bonus shares issued by utilization of revaluation reserves or unrealised profits or
from bonus issue against Equity Shares which are otherwise in-eligible for computation of Promoters’
Contribution;

(ii) the Promoters’ Contribution does not include any Equity Shares acquired during the one year preceding
the date of the Draft Red Herring Prospectus, at a price lower than the price at which the Equity Shares
are being offered to the public in the Offer;

(iii) our Company has not been formed by the conversion of one or more partnership firms or a limited
liability partnership firm into a Company; and

(iv) the Equity Shares forming part of the Promoter’s Contribution are not subject to any pledge or any
other form of encumbrance.

(v) All the Equity Shares held by our Promoters are in dematerialised form as on the date of this Red
Herring Prospectus.

156
12. Details of share capital locked-in for six months

In addition to Promoters’ Contribution locked in for 18 months, any Equity Shares held by our Promoters in
excess of Promoters’ Contribution shall be locked in for a period of six months from the date of Allotment
in the Offer or such other period as may be prescribed under the SEBI ICDR Regulations. Pursuant to
Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital of our Company will
be locked in for a period of six months from the date of Allotment, except for Equity Shares Allotted pursuant
to the Offer for Sale and except for:

1. the Promoters’ Contribution and any Equity Shares held by our Promoters in excess of the Promoters’
Contribution, which shall be locked in as above; and

2. any Equity Shares allotted to employees, whether currently an employee or not, pursuant to any
employee stock option schemes or a stock appreciation right scheme prior to the Offer;

3. Equity Shares held by an employee stock option trust or transferred to the employees by an employee
stock option trust pursuant to exercise of options by the employees, whether currently employees or
not, in accordance with the employee stock option plan or employee stock purchase scheme or a stock
appreciation right scheme;

4. Equity Shares held by a VCF or Category I AIF or Category II AIF or FVCI; and

In terms of Regulation 17(c) of the SEBI ICDR Regulations, Equity Shares held by a VCF or Category I
AIF or Category II AIF or FVCI shall not be locked-in for a period of six months from the date of Allotment,
provided that such Equity Shares shall be locked in for a period of at least six months from the date of
purchase by such VCF or Category I AIF or Category II AIF or FVCI.

As on the date of this Red Herring Prospectus, our Company does not have Shareholders that are venture
capital funds or alternative investment funds of category I or category II or a foreign venture capital investor.

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details
of the Equity Shares locked-in are recorded by the relevant Depository.

In terms of Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which
are locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled
commercial banks or public financial institutions or systemically important non-banking finance companies
or deposit taking housing finance companies as collateral security for loans granted by such entity, provided
that such pledge of the Equity Shares is one of the terms of the sanctioned loan. However, such lock-in will
continue pursuant to any invocation of the pledge and the transferee of the Equity Shares pursuant to such
invocation shall not be eligible to transfer the Equity Shares until the expiry of the lock-in period stipulated
above.

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are
locked-in pursuant to Regulation 16 of the SEBI ICDR Regulations, may be transferred amongst our
Promoters or any member of the Promoter Group or to any new promoter, subject to continuation of lock-in
in the hands of the transferees for the remaining period and compliance with provisions of the Takeover
Regulations, as applicable and such transferee shall not be eligible to transfer them till the lock-in period
stipulated in SEBI ICDR Regulations has expired. The Equity Shares held by persons other than our
Promoters and locked-in for a period of six months from the date of Allotment in the Offer, may be
transferred to any other person holding Equity Shares which are locked-in, subject to the continuation of the
lock-in in the hands of the transferee for the remaining period (and such transferees shall not be eligible to
transfer until the expiry of the lock-in period) and compliance with the provisions of the Takeover
Regulations.

13. Lock-in of Equity Shares Allotted to Anchor Investors

50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Category shall be locked-
in for a period 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to
Anchor Investors in the Anchor Investor Category shall be locked-in for a period of 30 days from the date
of Allotment.

157
14. Our shareholding pattern

The shareholding pattern of our Company as on the date of this Red Herring Prospectus is as set forth below:
Category Category of Number of Number of fully Number of Number Total Shareholding Number of voting rights held in each class of Number of Shareholding, as a Number of locked in Number of Equity Shares Number of
(I) shareholder shareholders paid up Equity partly paid- of shares number of as a % of securities Equity % assuming full Equity Shares pledged or otherwise Equity
(II) (III) Shares of face up Equity underlyin shares held total number (IX) Shares conversion of (XII) encumbered Shares held
value of ₹10 Shares held g (VII) of shares underlying convertible (XIII) in
each held (V) Depositor =(IV)+(V)+ (calculated Number of voting rights Total as a outstanding securities (as a Number (a) As a % of Number (a) As a % of dematerialize
(IV) y Receipts (VI) as per Class e.g.: Class Total % of convertible percentage of total total d form
(VI) SCRR, 1957) Equity e.g.: (A+B+ C) securities diluted share Shares held Shares held (XIV)
(VIII) As a Shares Others (including capital) (b) (b)
% of Warrants) (XI)= (VII)+(X)
(A+B+C2) (X) As a % of
(A+B+C2)
(A) Promoters and 7* 392,521,185# - - 392,521,185# 97.25 392,521,185# - 392,521,185 97.25 - - - - - - 392,521,185#
#
Promoter Group
(B) Public 14 11,083,124 - - 11,083,124 2.75 11,083,124 - 11,083,124 2.75 - - - - - - 11,083,124
(C) Non Promoter- - - - - - - - - - - - - - - - - -
Non Public
(C1) Shares - - - - - - - - - - - - - - - - -
underlying DRs
(C2) Shares held by - - - - - - - - - - - - - - - - -
Employee Trusts
Total 21 403,604,309 - - 403,604,309 100.00 403,604,309 - 403,604,309 100.00 - - - - - - 403,604,309
Note:
* These Shareholders comprise our five Promoters and two members of our Promoter Group, being Federal-Mogul Vermogensverwaltungs GMBH and Federal-Mogul Holdings, Ltd. as nominees of one of our Promoter,
Tenneco Mauritius Holdings Limited.
#
This includes five Equity Shares of face value of ₹ 10 each of our Company held by Tenneco Mauritius Holdings Limited through its nominees, as follows:
(a)
one Equity Share of face value of ₹ 10 each of our Company held by each Federal-Mogul Investments B.V., Federal-Mogul Pty Ltd and Tenneco LLC (formerly known as Tenneco, Inc.), Promoters of our Company;
and
(b)
one Equity Share of face value of ₹ 10 each of our Company held by each Federal-Mogul Vermogensverwaltungs GMBH and Federal-Mogul Holdings, Ltd., members of our Promoter Group.

158
15. As on the date of this Red Herring Prospectus, our Company has 21 Shareholders.

16. Shareholding of our Directors, Key Managerial Personnel and members of Senior Management in our
Company

None of our Directors or Key Managerial Personnel or Senior Management hold any Equity Shares as on
the date of this Red Herring Prospectus.

17. Details of shareholding of the major shareholders of our Company

(a) Set forth below are details of shareholder holding 1% or more of the paid-up Equity Share capital of our
Company as on the date of this Red Herring Prospectus:

Sr. No. Name of Shareholder Number of Equity Percentage of pre-


Shares of face value of Offer Equity Share
₹ 10 each capital
(%)
1. Tenneco Mauritius Holdings Limited 333,725,530(1) 82.69
2. Tenneco (Mauritius) Limited 26,734,261 6.62
3. Federal-Mogul Investments B.V. 10,607,654(2) 2.63
4. Federal-Mogul Pty Ltd 14,478,794(2) 3.59
5. Tenneco LLC 6,974,946(2) 1.73
(1)
This includes five Equity Shares of face value of ₹ 10 each of our Company held by Tenneco Mauritius Holdings Limited through
its nominees, as follows:
(a)
one Equity Share of face value of ₹ 10 each of our Company held by each Federal-Mogul Investments B.V., Federal-Mogul Pty
Ltd and Tenneco LLC (formerly known as Tenneco, Inc.), Promoters of our Company; and
(b)
one Equity Share of face value of ₹ 10 each of our Company held by each Federal-Mogul Vermogensverwaltungs GMBH and
Federal-Mogul Holdings, Ltd., members of our Promoter Group.
(2)
This excludes one Equity Share of face value of ₹ 10 each held as a nominee of Tenneco Mauritius Holdings Limited and such
Equity Share has been included in the aggregated number of Equity Shares held by Tenneco Mauritius Holdings Limited.

(b) Set forth below are details of shareholder holding 1% or more of the paid-up share capital of our Company
as of 10 days prior to the date of this Red Herring Prospectus:

Sr. No. Name of Shareholder Number of Equity Percentage of pre-Offer


Shares of face value Equity Share capital
of ₹ 10 each (%)
1. Tenneco Mauritius Holdings Limited 344,808,654(1) 85.43
2. Tenneco (Mauritius) Limited 26,734,261 6.62
3. Federal-Mogul Investments B.V. 10,607,654(2) 2.63
4. Federal-Mogul Pty Ltd 14,478,794(2) 3.59
5. Tenneco LLC 6,974,946(2) 1.73
(1)
This includes five Equity Shares of face value of ₹ 10 each of our Company held by Tenneco Mauritius Holdings Limited through
its nominees, as follows:
(a)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Investments B.V., Federal-Mogul
Pty Ltd and Tenneco LLC (formerly known as Tenneco, Inc.), Promoters of our Company; and
(b)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Vermogensverwaltungs GMBH
and Federal-Mogul Holdings, Ltd., members of our Promoter Group.
(2)
This excludes one Equity Share of face value of ₹ 10 each held as a nominee of Tenneco Mauritius Holdings Limited and such
Equity Share has been included in the aggregated number of Equity Shares held by Tenneco Mauritius Holdings Limited.

(c) Set forth below are details of shareholder holding 1% or more of the paid-up share capital of our Company
as of one year prior to the date of this Red Herring Prospectus:

Sr. No. Name of Shareholder Number of Equity Percentage of pre-Offer


Shares of face Equity Share capital
value of ₹ 10 each (%)
1. Tenneco Mauritius Holdings Limited 198,684,964 92.80
2. Tenneco (Mauritius) Limited 15,403,865 7.20

(d) Set forth below are details of shareholder holding 1% or more of the paid-up share capital of our Company
as of two years prior to the date of this Red Herring Prospectus:

Sr. No. Name of Shareholder Number of Equity Shares of Percentage of pre-Offer


face value of ₹ 10 each Equity Share capital
(%)
1. Tenneco Mauritius Holdings Limited 290,851,410 92.80
2. Tenneco (Mauritius) Limited 22,554,710 7.20

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18. Employee stock option scheme

As on the date of this Red Herring Prospectus, our Company has adopted the Employee Stock Option
Scheme 2025 (“ESOP Scheme”) pursuant to the resolutions passed by our Board and our Shareholders,
each dated June 27, 2025. As on date of this Red Herring Prospectus, no options have been granted, vested
or exercised under the ESOP Scheme. Pursuant to the ESOP Scheme, our Company aims to attract, retain
and motivate key talent working with our Company, Subsidiaries and associate companies, by rewarding the
eligible employees, for their high performance and by motivating them to contribute to the overall growth
and profitability of our Company. The ESOP Scheme is in compliance with the Companies Act, 2013 and
SEBI SBEBSE Regulations and has been certified by Jaya Yadav & Associates, Practicing Company
Secretary, pursuant to a certificate dated June 30, 2025.

Pursuant to the ESOP Scheme, the Nomination and Remuneration Committee of our Company is authorized
to grant up to such number of options to the eligible employees in one or more tranches, from time to time,
that shall be exercisable into Equity Shares which are not more than 2% of the total share capital of our
Company as on the date of the abovementioned resolution passed by our Shareholders, with each such option
conferring a right upon the option grantee to subscribe to one Equity Share of our Company upon its exercise.
The ESOP Scheme shall be effective on and from the date of listing the Equity Shares on the Stock
Exchanges.

19. Except as disclosed under “- Notes to the Capital Structure – Equity Share capital history of our Company”
and “- Notes to the Capital Structure – History of build-up of Promoters’ shareholding in our Company”
on pages 146 and 153 respectively, our Promoters, members of our Promoter Group, directors of our
Promoters, our Directors or their relatives have not sold or purchased any Equity Shares during the six
months preceding the date of this Red Herring Prospectus.

20. There have been no financing arrangements whereby our Promoters, members of the Promoter Group,
directors of our Promoters, our Directors or any of their relatives have financed the purchase by any other
person of securities of our Company during the six months immediately preceding the date of filing of the
Draft Red Herring Prospectus and this Red Herring Prospectus.

21. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangement for purchase
of the Equity Shares being offered through the Offer.

22. The Equity Shares were/are fully paid-up and there were/are no partly paid-up Equity Shares as on the date
of the Draft Red Herring Prospectus and this Red Herring Prospectus, respectively. The Equity Shares to be
transferred pursuant to the Offer shall be fully paid-up at the time of Allotment.

23. There are no outstanding convertible securities, warrants, options or rights to convert debentures, loans or
other instruments into, or which would entitle any person to an option to receive Equity Shares, as on the
date of this Red Herring Prospectus.

24. As on the date of this Red Herring Prospectus, there is no employee stock appreciation right scheme.

25. There has not been and will be no further issue of specified securities whether by way of issue of bonus
shares, preferential allotment, rights issue or in any other manner during the period commencing from the
date of filing of the Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed on the
Stock Exchanges or all application monies have been refunded, as the case may be.

26. There is no proposal or intention, negotiations or consideration by our Company to alter its capital structure
by way of split or consolidation of the denomination of Equity Shares or issue of Equity Shares or convertible
securities on a preferential basis or issue of bonus or rights or further public offer of such securities, within
a period of six months from the Bid/Offer Opening Date.

27. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise
permitted by law. None of the Promoters or other members of our Promoter Group will participate in the
Offer except to the extent of their participation in the Offer for Sale.

160
28. The issuance of Equity Shares (including reduction of equity share capital) since incorporation until the date
of this Red Herring Prospectus, by our Company has been undertaken in accordance with the provisions of
the Companies Act, as to the extent applicable.

29. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date
of filing of the Draft Red Herring Prospectus and the date of closing of the Offer have been and shall be
reported to the Stock Exchanges within 24 hours of such transactions.

30. No person connected with the Offer, including, but not limited to, our Company, the Promoter Selling
Shareholder, the members of the Syndicate, or our Directors, members of our Promoter Group and the
Promoters shall offer or make payment of any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or discount or commission or allowance or otherwise to any Bidder for making a
Bid, except for fees or commission for services rendered in relation to the Offer.

31. We confirm that the Book Running Lead Managers are not associates of the Company as per Regulation
21A of the SEBI Merchant Bankers Regulations.

32. As on the date of this Red Herring Prospectus, the BRLMs and their respective associates (as defined in the
SEBI Merchant Bankers Regulations) do not hold any Equity Shares. The BRLMs and their respective
associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform
services for, our Company and its respective directors and officers, partners, trustees, affiliates, associates
or third parties in the ordinary course of business and have engaged, or may in the future engage, in
commercial banking and investment banking transactions with our Company and each of its respective
directors and officers, partners, trustees, affiliates, associates or third parties, for which they have received,
and may in the future receive, compensation.

33. Neither the (i) BRLMs or any associate of the BRLMs (other than mutual funds sponsored by entities which
are associates of the BRLMs or insurance companies promoted by entities which are associates of the
BRLMs or AIFs sponsored by entities which are associates of the BRLMs or FPIs (other than
individuals, corporate bodies and family offices) sponsored by entities which are associates of the
BRLMs); nor (ii) any person related to the Promoters or Promoter Group can apply under the Anchor
Investor Portion.

161
OBJECTS OF THE OFFER

The objects of the Offer are to (i) to carry out the Offer for Sale of up to [●] Equity Shares of face value of ₹ 10
each by the Promoter Selling Shareholder aggregating up to ₹ 36,000.00 million; and (ii) achieve the benefits of
listing the Equity Shares on the Stock Exchanges. For further details of the Offer, see “The Offer” beginning on
page 127.

Further, our Company expects that listing of the Equity Shares will enhance our visibility and brand image and
provide liquidity and a public market for the Equity Shares in India.

Utilisation of the Offer Proceeds by the Promoter Selling Shareholder

Our Company will not receive any proceeds from the Offer (the “Offer Proceeds”) and all the Offer Proceeds
will be received by the Promoter Selling Shareholder after deduction of Offer related expenses and relevant taxes
thereon, to be borne by the Promoter Selling Shareholder. For details of the Promoter Selling Shareholder and
Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 545.

Offer-related Expenses

The Offer expenses are estimated to be approximately ₹ [●] million.

The expenses in relation to this Offer include, among others, listing fees, selling commission and brokerage, fees
payable to the BRLMs, fees payable to legal counsel, fees payable to the Registrar to the Offer, Escrow Collection
Bank(s) and Sponsor Bank(s) to the Offer, processing fee to the SCSBs for processing application forms,
brokerage and selling commission payable to members of the Syndicate, Registered Brokers, RTAs and CDPs,
printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous
expenses for listing the Equity Shares on the Stock Exchanges.

Other than the listing fees, audit fees of statutory auditors (to the extent not attributable to the Offer), expenses in
relation to product or corporate advertisements, i.e. any corporate advertisements consistent with past practices of
the Company (other than the expenses relating to marketing and advertisements undertaken in connection with
the Offer), each of which will be solely borne by our Company, fees and expenses in relation to the legal counsel
to the Promoter Selling Shareholder (including all applicable taxes), all costs, charges, fees and expenses that are
associated with and incurred in connection with the Offer including, Offer advertising, printing, road show
expenses, accommodation and travel expenses, stamp, transfer, issuance, documentary, registration, costs for
execution and enforcement of this Agreement, Registrar’s fees, fees to be paid to the BRLMs, fees and expenses
of legal counsel to the Company and the BRLMs, fees and expenses of the auditors, fees to be paid to sponsor
banks, SCSBs (processing fees and selling commission), brokerage for syndicate members, commission to
Registered Brokers, Collecting DPs and RTAs, and payments to consultants, and advisors, shall be borne by the
Promoter Selling Shareholder, subject to compliance with applicable law and as agreed among parties. All the
expenses relating to the Offer shall be paid by our Company in the first instance. Upon commencement of listing
and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, Promoter Selling Shareholder
shall reimburse our Company for any expenses in relation to the Offer paid by our Company on behalf of the
Promoter Selling Shareholder directly from the Public Offer Account except as may be prescribed by the SEBI or
any other regulatory authority. In the event the Offer is withdrawn or unsuccessful or the listing and trading
approvals from the Stock Exchanges are not received, subject to applicable laws, all costs and expenses (including
all applicable taxes) with respect to the Offer shall be exclusively borne by our Company, unless specifically
required otherwise by the relevant governmental authority and reimbursed by the Promoter Selling Shareholder.
Our Company and the Promoter Selling Shareholder shall pay the fees and expenses of the BRLMs as agreed to
among the parties

The break-up of the estimated Offer expenses are as follows:

(₹ in million)
Activity Estimated As a % of the As a % of the
expenses* total estimated total Offer size
(in ₹ million) Offer expenses
Fees and commissions payable to the BRLMs (including any [●] [●] [●]
underwriting commission, brokerage and selling commission)
Advertising and marketing expenses [●] [●] [●]
Fees payable to the Registrar to the Offer [●] [●] [●]

162
Activity Estimated As a % of the As a % of the
expenses* total estimated total Offer size
(in ₹ million) Offer expenses
Commission/processing fee for SCSBs, Sponsor Bank(s) and [●] [●] [●]
Bankers to the Offer. Brokerage and selling commission and
bidding charges for Members of the Syndicate, Registered Brokers,
RTAs and CDPs(1)
Printing and distribution of Offer stationery [●] [●] [●]
Others [●] [●] [●]
A. Regulatory filing fees, book building software fees, listing
fees etc
B. Fee payable to Statutory Auditor, namely, Deloitte [●] [●] [●]
Haskins and Sells LLP
C. Fees payable to other intermediaries (including [●] [●] [●]
Independent Chartered Engineers, Industry expert)
D. Fees payable to legal counsels [●] [●] [●]
E. Miscellaneous [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
*
Offer expenses include goods and services tax, where applicable. Amounts will be finalised and incorporated at the time of filing of the
Prospectus.
*
Offer expenses are estimates and are subject to change.

a. Selling commission payable to the SCSBs on the portion for RIIs and NIIs which are directly procured and uploaded by the SCSBs, would
be as follows:
Portion for RIIs* 0.30% of the amount Allotted (plus applicable taxes)
*
Portion for NIIs 0.15% of the amount Allotted (plus applicable taxes)

*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. Selling Commission payable to the SCSBs will be
determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE.
b. No processing fees shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by
them.
Processing fees payable to the SCSBs on the portion for RIIs and NIIs (excluding UPI Bids) which are procured by the members of the
Syndicate/sub-Syndicate/Registered Broker/RTAs/CDPs and submitted to SCSB for blocking, would be as follows:
Portion for RIIs and NIIs* ₹ 10 per valid application (exclusive of applicable taxes)

*Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on the ASBA Form for NIIs
and QIBs with bids above ₹0.50 million would be ₹10 plus applicable taxes, per valid application.
The total processing fees payable to SCSBs as mentioned above will be subject to a maximum cap of ₹2.00 million (exclusive of applicable
taxes). In case the total uploading charges/processing fees payable exceeds ₹2.00 million (exclusive of applicable taxes), then the amount
payable to SCSBs, would be proportionately distributed based on the number of valid applications such that the total uploading charges
/processing fees payable does not exceed ₹2.00 million (exclusive of applicable taxes).
c. Selling commission on the portion for RIIs (using the UPI mechanism), and NIIs which are procured by members of the Syndicate (including
their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank account provided by
some of the brokers which are members of Syndicate (including their sub-Syndicate Members) would be as follows:
Portion for RIIs* 0.30% of the amount Allotted (plus applicable taxes)

Portion for NIIs* 0.15% of the amount Allotted (plus applicable taxes)

* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
d. The Selling commission payable to the Syndicate / sub-Syndicate Members (RIIs up to ₹0.20 million), and NIIs (from ₹0.20 million - ₹0.50
million) will be determined on the basis of the application form number / series, provided that the application is also bid by the respective
Syndicate / sub-Syndicate Members. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate
/ sub-Syndicate Members, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / sub-Syndicate
Members. For NIIs (above ₹0.50 million), Syndicate ASBA Form bearing SM Code & Sub-Syndicate Code of the application form submitted
to SCSBs for Blocking of the Fund and uploading on the Exchanges platform by SCSBs. For clarification, if a Syndicate ASBA application
on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable
to the Syndicate / Sub Syndicate members and not the SCSB.
e. Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members) on the applications made using 3-in-1
accounts would be ₹10 (exclusive of applicable taxes), per valid application bid by the Syndicate (including their sub-Syndicate Members).
Bidding charges payable to SCSBs on the QIB Portion and NIIs (exclusive UPI Bids) which are procured by the Syndicate/sub-
Syndicate/Registered Broker/RTAs/CDPs and submitted to SCSBs for blocking and uploading would be ₹10 per valid application (exclusive
of applicable taxes).
Bidding charges/ Processing Charges payable on the application made using 3-in-1 accounts will be subject to a maximum cap of ₹2.5 million
(plus applicable taxes), in case if the total Bidding charges /processing Charges exceeds ₹ 2.5 million (plus applicable taxes) then it will be
paid on pro-rata basis for portion of (i) RIB’s (ii) NIB’s, as applicable.

163
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding
terminal ID as captured in the Bid book of BSE or NSE.
Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIIs and NIIs which are directly procured by the
Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIIs and NIIs ₹ 10 per valid application (plus applicable taxes)

f. Uploading charges
Uploading charges/ Processing fees for applications made by RIIs using the UPI Mechanism (up to ₹0.20 million) and NIIs (from ₹0.20 million
- ₹0.50 million) would be as under:
Members of the Syndicate / RTAs / CDPs ₹ 30 per valid application (plus applicable taxes) subject to a maximum cap of ₹ 6
/Registered Brokers million (plus applicable taxes)

The total uploading charges / processing fees payable to Members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a
maximum cap of ₹ 6 million (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹ 6 million, then the
amount payable to Members of the Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed based on the number of
valid applications such that the total uploading charges / processing fees payable does not exceed ₹ 6 million.”
* Based on valid applications
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow
and Sponsor Bank Agreement.
g. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with SEBI RTA Master Circular.

Monitoring Utilization of Funds

Since the Offer is an Offer for Sale and our Company will not receive any proceeds from the Offer, our Company
is not required to appoint a monitoring agency for the Offer.

Other confirmations

Except to the extent of proceeds received pursuant to the sale of Offered Shares in the Offer for Sale by the Promoter
Selling Shareholder, none of our Promoters, Directors, Key Managerial Personnel, Senior Management, and
members of our Promoter Group will, directly or indirectly receive any portion of the Offer Proceeds.

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BASIS FOR OFFER PRICE

The Price Band, Floor Price and Offer Price will be determined by our Company, in consultation with the BRLMs,
on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process
and on the basis of the quantitative and qualitative factors described below. The face value of the Equity Shares
is ₹ 10 each and the Offer Price is [●] times the face value of the Equity Shares. Investors should also refer to
“Our Business”, “Risk Factors”, “Restated Consolidated Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 267, 59, 377
and 492, respectively, to have an informed view before making an investment decision.

Qualitative Factors

Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are:

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

• We supply critical, highly engineered and technology intensive clean air, powertrain and suspension
solutions tailored for Indian OEMs and export markets, with leading market shares across several
automotive industry sub-segments (Source: Crisil Report).

• In terms of value (revenue) in Fiscal 2025, we are the largest supplier of Clean Air Solutions to
Indian CT OEMs with a market share of 57%, the largest supplier of Clean Air Solutions to Indian
OH OEMs (excluding tractors) with a market share of 68% and among the top four suppliers of
Clean Air Solutions to PV OEMs with a market share of 19% (Source: CRISIL Report). We are also
the largest supplier of shock absorbers and struts to Indian PV OEMs with a market share of 52% in
terms of value (revenue) in Fiscal 2025 (Source: CRISIL Report). Our market leadership is built on
long-standing relationships with a diverse customer base including Indian and global OEMs. In the
three months ended June 30, 2025 and Fiscal 2025, we served 101 and 119 customers, respectively,
including all top seven PV OEMs in India and all top five CT OEMs in India (ranking of OEMs
determined based on sales volume in Fiscal 2024) (Source: CRISIL Report).

2. Strategically diversified portfolio of proprietary products and solutions well positioned to capture
market and industry trends

• We offer a diversified range of customized and proprietary products and solutions for each industry
sub-segment including exhaust aftertreatment systems such as catalytic converters, mufflers and
exhaust pipes, engine bearings, sealing systems, spark plugs, shock absorbers and struts and
advanced suspension systems.

• In addition to supplying OEMs, we generate revenue from the aftermarket and exports, traditionally
counter-cyclic revenue streams.

• Clean Air and Powertrain Solutions and Advanced Ride Technologies contributed 51.81% and
48.19% to our Value Added Revenue for the three months ended 30 th June 2025, 53.85% and
46.15% for the three months ended June 30, 2024, 52.55% and 47.45% in Fiscal 2025, 56.32% and
43.68% in Fiscal 2024 and 54.20% and 45.80% in Fiscal 2023 respectively.

• We generated our revenue primarily from 4 different end markets, namely, PV, CV,
Industrial/Others and Aftermarket which contributed 63.29%, 22.54%, 6.34%, 5.50% for the three
months ended June 30, 2025 and 63.53%, 21.54%, 6.82% and 5.45%to our Value Added Revenue
(“VAR”) in Fiscal 2025.

3. Innovation-focused approach aided by our ability to leverage Tenneco Group’s global R&D
initiatives to cross-deploy global technologies for proprietary, modular and customized products
at Indian price points

• Our R&D initiatives are driven by our technical team, often in close collaboration with our
customers, to develop and offer innovative, cost-effective and customized systems and solutions. As
of the date of this Red Herring Prospectus, we have nine registered designs under the Designs Act,
2000 and the Design Rules, 2001 and one granted patent under the Patents Act, 1970 in India.

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• As of June 30, 2025, we operated two R&D technical centers in India equipped to address global
and local customer needs.

4. Flexible and automated manufacturing footprint of 12 strategically located plants well-supported


by a localized supply chain

• We have 12 manufacturing facilities across seven states and one union territory in India, comprising
seven Clean Air & Powertrain Solutions facilities and five Advanced Ride Technology facilities, as
of June 30, 2025. Our facilities are strategically located in key automotive OEM hubs in India such
as Maharashtra, Tamil Nadu and Gujarat.

• Our manufacturing facilities are supported by a highly localized supply chain aimed at efficiency
and cost optimization – We sourced domestically 86.57%, 86.75%, 91.53%, 91.94%, and 92.47%
of cost of materials consumed excluding cost of substrates in three months ended June 30, 2025 ,
three months ended June 30, 2024, Fiscal 2025, 2024 and 2023, respectively.

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

• We believe our track record of growth, profitability and efficient use of capital positions us well for
continued success and underscores our commitment to delivering value to our stakeholders.

• Over the past three Fiscals, we experienced considerable growth and improved our margins.

• Our restated profit for the year increased from ₹3,810.43 million in Fiscal 2023 to ₹4,167.87 million
in Fiscal 2024 and ₹5,531.43 million in Fiscal 2025, representing a CAGR of 20.48%,and increased
from ₹1,503.08 million in the three months ended June 30, 2024 to ₹ 1,680.88 million in the three
months ended June 30, 2025, representing an increase of 11.83%, evidencing our focus on profitable
growth and continual improvement.
• Our EBITDA Margin (Basis revenue from operations) was relatively stable at 11.82% in Fiscal
2023 and 11.19% in Fiscal 2024 and increased to 16.67% in Fiscal 2025. EBITDA Margin (%)
(Basis Revenue from Operations) further increased to 17.80% in the three months ended June 30,
2025 compared to 16.76% in the three months ended June 30, 2024. Similarly, our EBITDA Margin
(Basis Value Added Revenue) increased from 14.62% in Fiscal 2023 to 18.61% in Fiscal 2025. .
EBITDA Margin (%) (Basis VAR) was stable at 19.62% in the three months ended June 30, 2025
and 19.63% in the three months ended June 30, 2024.
• Our PAT Margin (as a percentage of revenue from operations) increased from 7.89% in Fiscal 2023
to 11.31% in Fiscal 2025. PAT Margin (%) (Basis Revenue from Operations) further increased to
13.07% in the three months ended June 30, 2025 compared to 11.83% in the three months ended
June 30, 2024. Similarly, our PAT Margin (Basis Value Added Revenue) increased from 9.77% in
Fiscal 2023 to 12.63% in Fiscal 2025 which further improved to 14.41% in the three months ended
June 30, 2025 compared to 13.85% in the three months ended June 30, 2024.
• Our cash conversion cycle improved from (10) days in Fiscal 2023 to (18) days in Fiscal 2024 and
(24) days in Fiscal 2025. For the three months ended June 30,2025 this was (23) days compared to
(21) days for three months ended June 30, 2024

6. Qualified and experienced board of directors and management team supported by skilled work
force

• We are led by a qualified and experienced board of directors, and a professional and experienced
management team with extensive experience in the automotive industry.

• Our management team is led by Arvind Chandrasekharan, our CEO and Whole-time Director who
has over 21 years of experience in the automotive industry and Mahender Chhabra, our Chief
Financial Officer, who has over 27 years of experience.

• Our Board includes three independent directors who chair all the six Board committees (including
IPO committee) to ensure high corporate governance standards in line with Tenneco LLC’s
governance standards.

166
• Certain of our members of Senior Management have been with the Tenneco Group for a significant
period of time demonstrating continuity and commitment in our leadership. For example – both
Rishi Verma (President - India) and R. C. Subramaniam (Executive Director and General Manager
– Advanced Ride Technologies) have been with the Tenneco Group for over 18 years.

• Tenneco LLC, our Promoter, is owned by funds managed by affiliates of Apollo Global
Management, Inc. (together with its subsidiaries, “Apollo”). Apollo is a global alternative asset
manager with approximately $751 billion of assets under management as of December 31, 2024.

For further details, see “Our Business – Our Competitive Strengths” on page 275.

Quantitative Factors

The information presented below relating to us is based on the Restated Consolidated Financial Information. For
further information, see “Restated Consolidated Financial Information” and “Other Financial Information”
beginning on pages 377 and 484 respectively.

Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:

A. Basic and diluted earnings per share (“EPS”):

Fiscal/ Period ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
Fiscal ended March 31, 2025 13.68 13.68 3
Fiscal ended March 31, 2024 8.90 8.90 2
Fiscal ended March 31, 2023 7.58 7.58 1
Weighted Average 11.07 11.07 -
For the three months ended June 30, 2025* 4.16 4.16 -
For the three months ended June 30, 2024* 3.71 3.71 -
* Not annualised
Notes:
1. The figures above are derived from the Restated Consolidated Financial Information.
2. Weighted average is aggregate of year wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year
divided by total of weights. Weights have been determined by our Company.
3. Basic and diluted earnings per share are computed in accordance with Indian Accounting Standard 33 notified under the
Companies (Indian Accounting Standards) Rules of 2015 (as amended) read with the requirements of SEBI ICDR Regulations.
4. Basic and Diluted earnings per share (₹) = Basic and Diluted EPS is calculated by dividing Restated Profit for the year attributable
to owners of the Company (i.e., our Promoters) by the weighted average number of equity shares for calculating basic and diluted
EPS. The weighted average number of equity shares for the three months period ended June 30, 2025 and June 30, 2024, Fiscal
2025, 2024 and 2023 was 403.60 million, 403.60 million, 403.60 million, 467.92 million and 502.92 million respectively.

B. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:

Particulars P/E at the Floor Price P/E at the Cap Price (number of
(number of times) times)
Based on basic EPS for the Financial Year 2025 [●]# [●]#
Based on diluted EPS for the Financial Year
2025
#
To be updated on finalisation of the Price Band.

C. Industry Peer Group P/E ratio

Based on the peer group information (excluding our Company) given below in this section, the highest, lowest
and industry average P/E ratio are set forth below:

Particulars Industry P/E Ratio


(based on diluted EPS)
Highest 75.92
Lowest 9.67
Average 48.34
Notes:
1. The highest and lowest industry P/E ratio shown above is based on the peer set provided below under “Comparison of accounting
ratios with listed industry peers”. The industry average has been calculated as the arithmetic average P/E ratio of the peer set
including Bosch Ltd, Timken India Ltd, SKF India Ltd, ZF Commercial Vehicle Control System India Ltd, Sharda Motor Industries
Ltd. Gabriel India Ltd, Uno Minda Ltd and Sona BLW Precision Forgings Ltd.

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2. P/E ratio for the peer has been computed based on the closing market price of equity shares on NSE as on October 20, 2025,
divided by the Diluted EPS for year ended March 31, 2025.

D. Return on Net Worth (“RoNW”)

Fiscal/Period ended Return On Net Worth (%) Weight


Fiscal ended March 31, 2025 46.65% 3
Fiscal ended March 31, 2024 33.40% 2
Fiscal ended March 31, 2023 28.75% 1
Weighted Average 39.25%
For the three months ended June 30, 2025* 13.42% -
For the three months ended June 30, 2024* 13.31% -
* Not annualised
Notes:
1. Return on Net Worth (RoNW) %= Restated profit for the year divided by average net worth of our Company. Average Networth is
computed as average of opening and closing Net Worth
2. Net Worth means the aggregate value of the paid-up equity share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does
not include reserves created out of revaluation of assets, capital reserve, write-back of depreciation and amalgamation as on June
30, 2025, June 30, 2024, March 31, 2025, 2024 and 2023. Therefore, net worth for the group includes paid-up share capital,
retained earnings, securities premium, Deemed Equity Contribution from Parent Company and Share Application Money Pending
Allotment and excludes Capital Reserve, Capital Reserve on Business Combination under Common Control, Capital Redemption
Reserve, Stock Compensation Reserve and NCI.
3. Weighted average = Aggregate of year-wise weighted Return on Net Worth divided by the aggregate of weights i.e., Return on Net
Worth x Weight for each year/total of weights. Weights have been determined by our Company.

For a reconciliation of non-GAAP measures, see “Other Financial Information” beginning on page 484.

E. Net Asset Value Per Equity Share (face value of ₹ 10 each)

Net Asset Value Per Equity Share Amount (in ₹)


As at three months ended June 30, 2025 30.98
As at three months ended June 30, 2024 28.30
As at March 31, 2025 31.10
As at March 31, 2024 27.67
As at March 31, 2023 27.42
After the Offer*
- At Floor Price [●]
- At Cap Price [●]
At Offer Price(^) [●]
* To be computed post finalization of Price Band
^ Offer Price per Equity Share will be determined on conclusion of the Book Building Process.
Notes:
1. Net assets value per share = Net asset value per share is calculated by dividing net worth as at the end of the period/Fiscal by the
closing number of equity shares adjusted on account of business combination. The closing number of equity shares for three months
ended June 30, 2025, three months ended June 30, 2024, Fiscal 2025, 2024 and 2023, adjusted for business combination was 403.60
million, 403.60 million ,403.60 million, 403.60 million and 502.92 million respectively.
2. Net Worth means the aggregate value of the paid-up equity share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves
created out of revaluation of assets, capital reserve, write-back of depreciation and amalgamation as on June 30, 2025, June 30, 2024,
March 31, 2025, 2024 and 2023. Therefore, net worth for the group includes paid-up share capital, retained earnings, securities
premium, Deemed Equity Contribution from Parent Company and Share Application Money Pending Allotment and excludes Capital
Reserve, Capital Reserve on Business Combination under Common Control, Capital Redemption Reserve, Stock Compensation Reserve
and NCI.

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Comparison of accounting ratios with listed industry peers

The following peer group has been determined on the basis of companies listed on Indian stock exchanges, whose business profile is comparable to our businesses in terms of
our size and our business model:

Name of the Face value Closing price (₹ per Revenue from operations Earnings per share for Net Asset Value Price/ Net Return On Net Market
company (₹ per share as on October 20, for Financial Year 2025 (in Financial Year 2025 (₹) Per Equity earnings worth(5) Worth (RoNW) capitalisation/
share) 2025) (3) ₹ million) Share(7) ratio (4) (%) (6) Revenue from
Basic Diluted Operations (8)
Company(1) 10 Not Applicable 48,904.30 13.68 13.68 31.10 [•]## 12,550.93 46.65% [•]##
Listed peers (2)
Bosch Ltd 10 39,215.0 1,80,874.00 683.25 683.25 4,682.16 1,38,094.00 15.58%
57.39 6.39
0
Timken India Ltd 10 2,927.70 31,478.10 59.48 59.48 378.21 49.22 28,448.65 17.00% 7.00
SKF India Ltd 10 2,200.00 49,199.00 114.50 114.50 525.50 19.21 25,979.60 21.43% 2.21
ZF Commercial 5 13,036.0 38,309.63 242.90 242.90 1,694.75 32,145.40 15.35%
Vehicle Control 0 53.67 6.45
System India Ltd
Sharda Motor 2 28,365.71 109.71 109.71 184.97 10,618.54 30.46%
1,061.00 9.67 2.15
Industries Ltd
Gabriel India Ltd 1 1,294.50 40,633.81 17.05 17.05 82.38 75.92 11,832.85 22.42% 4.58
Uno Minda Ltd 2 1,229.60 1,67,746.10 16.42 16.37 95.99 75.11 55,113.90 18.36% 4.21
Sona BLW Precision 10 35,460.21 9.92 9.92 88.38 54,947.70 14.76%
461.20 46.49 8.09
Forgings Ltd
Average of Listed
48.34 5.13
Peers
##
To be determined on the conclusion of the book building process.
(1)
Financial information of the Company has been derived from the Restated Consolidated Financial Information as of or for the financial year ended March 31, 2025.
(2)
All the financial information for listed industry peers is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the financial information of such listed industry peer
available on the website of the stock exchanges and regulatory filings, as of and for year ended March 31, 2025.
(3)
Closing price of peers represents the closing market price of Equity Shares of the listed peer on NSE as on October 20, 2025.
(4)
P/E Ratio for the listed industry peer has been computed based on the closing market price of equity shares, on NSE as on October 20, 2025, divided by the diluted EPS of the latest respective Fiscal years
(viz Fiscal 2025).
(5)
Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account,
after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created
out of revaluation of assets, write-back of depreciation and amalgamation as on March 31, 2025. Therefore, net worth for the Company includes paid-up share capital, retained earnings, securities premium,
Deemed Equity Contribution from Parent Company and Share Application Money Pending Allotment and excludes Capital Reserve, Capital Reserve on Business Combination under Common Control, Capital
Redemption Reserve, Stock Compensation Reserve and NCI. The information for the calculation of Net worth for listed peers is sourced from the financial information of such listed industry peer available on
the website of the stock exchanges and regulatory filings, as of and for year ended March 31, 2025.
(6)
Return on Net Worth (%) (RoNW) for peers calculated as Profit for the year attributable to the owners divided by average net worth of the Peer. Average Net worth is computed as average of opening and
closing net worth.
(7)
Net asset value per share is calculated by dividing net worth as at the end of the period/Fiscal by the closing number of equity shares as on June 30, 2025 except for Sharda Motors for which it is as on July

169
7, 2025.
(8)
Market capitalization for peer is computed as the product of outstanding equity shares as on June 30, 2025 except for Sharda Motors for which it is as on July 7, 2025 and closing market price of equity
shares of the peer on NSE as on October 20, 2025.

170
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 Rs 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 Rs
150,000 million as on the date of DRHP.

Key Performance Indicators

The table below sets forth the details of the KPIs that our Company considers have a bearing for arriving at the
Offer Price. The KPIs disclosed below have been used historically by our Company to understand and analyze
our business performance, which in result, help us in analyzing the growth of business in comparison to our peers.
The Bidders can refer to the below-mentioned KPIs, being a combination of financial and operational metrics, to
make an assessment of our performance in various business verticals and make an informed decision.

The KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee dated
November 5, 2025 and certified by B.B. & Associates, Chartered Accountants (FRN No. 023670N), on behalf of
the management of our Company by way of report dated November 5, 2025. The management and the members
of our Audit Committee have verified and confirmed the details of all KPIs pertaining to our Company and have
also confirmed that the KPIs disclosed below have been identified and disclosed in accordance with the SEBI
ICDR Regulations and the Industry Standards on Key Performance Indicators Disclosures in the Draft Offer
Document and Offer Document (“KPI Standards”). Further, the management and the members of our Audit
Committee have also confirmed that there has been no information which has been disclosed to any investor at
any point of time during the three years preceding to the date of filing of this Red Herring Prospectus. They have
also confirmed that no information has been shared with our Promoters and members of Promoter Group in their
capacity of holders of relevant securities of our Company during the three years prior to the filing of this Red
Herring Prospectus. Further, the KPIs disclosed herein have been certified by B.B. & Associates, Chartered
Accountants (FRN No. 023670N), pursuant to report dated November 5, 2025, which has been included as part of
the “Material Contracts and Documents for Inspections” beginning on page 656.

For details of our other operating metrics disclosed elsewhere in this Red Herring Prospectus, see “Our Business”,
beginning on page 267. We have described and defined the KPIs, as applicable, in the section “Definitions and
Abbreviations – Key Performance Indicators” on page 13.

The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the Restated
Consolidated Financial Information. We use these KPIs to evaluate our financial and operating performance.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis,
at least once in a year (or any lesser period as determined by our Board of our Company) until one year after the
date of listing of the Equity Shares on the Stock Exchanges or for such other duration as may be required under
the SEBI ICDR Regulations. The criteria for disclosing KPIs until complete utilisation of the proceeds of the
Offer is not applicable given that the Offer comprises only of offer for sale.

Details of our KPIs as of and for the three months ended June 30, 2025 and June 30, 2024 and Financial Years
ended March 31, 2025, March 31, 2024, and March 31, 2023, is set out below:

As at and for the three months


Metric Unit As at and for the Fiscal
ended June 30,
2025* 2024* 2025 2024 2023
Financial metrics
Value added Revenue (VAR)1 ₹ million 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00

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As at and for the three months
Metric Unit As at and for the Fiscal
ended June 30,
*
2025 2024* 2025 2024 2023
VAR Growth (%)2 % 7.52% NA 2.61% 9.40% NA
Revenue from Operations3 ₹ million 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Revenue Growth (%)4 % 1.17% NA (10.56)% 13.26% NA
EBITDA5 ₹ million 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34
EBITDA Growth (%)6 % 7.50% NA 33.19% 7.26% NA
EBITDA Margin (%) (Basis % 19.62% 19.63% 18.61% 14.34% 14.62%
VAR)7
EBITDA Margin (%) (Basis % 17.80% 16.76% 16.67% 11.19% 11.82%
Revenue from Operations)8
Profit After Tax (PAT)9 ₹ million 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
PAT Growth (%)10 % 11.83% NA 32.72% 9.38% NA
PAT Margin (%) (Basis VAR)11 % 14.41% 13.85% 12.63% 9.76% 9.77%
PAT Margin (%) (Basis Revenue % 13.07% 11.83% 11.31% 7.62% 7.89%
from Operations)12
Net Debt 13 ₹ million (3,475.69) (1,683.52) (2,662.06) (1,679.77) (3,802.26)
Net Debt to Equity Ratio14 Number of times (0.22) (0.17) (0.17) (0.17) (0.31)
Net Debt to EBITDA Ratio 15 Number of times (1.52) (0.79) (0.33) (0.27) (0.67)
Return on Equity (ROE)16 % 10.44% 15.12% 42.65% 38.05% 32.88%
Return on Capital Employed % 16.29% 16.59% 56.78% 45.40% 33.51%
(ROCE)17
Fixed Assets Turnover Ratio 18 Number of times 2.31 2.12 8.37 9.07 7.76
Net Working Capital 19 ₹ million 1,550.77 923.38 1,778.29 806.30 2,915.34
Net Working Capital Days 20 Days 11 7 13 5 22
Cash Conversion Cycle 21 Days (23) (21) (24) (18) (10)
Business Divisions-wise
Revenue from Operations:22
Clean Air and Powertrain ₹ million 7,234.96 7,700.74 28,122.69 36,031.07 30,403.47
Solutions Division
Advanced Ride Technologies ₹ million 5,621.25 5,006.98 20,781.61 18,645.05 17,870.21
Division
*Not annualized except where specifically mentioned
Notes:
(1)
Value added Revenue (VAR) means revenue from operations after excluding the cost of substrate sales. Thus, it is computed as
revenue from operations minus the cost of substrates. Substrates are porous ceramic filters coated with a catalyst - typically,
precious metals such as platinum, palladium, and rhodium. We do not manufacture substrates; they are supplied to us by Tier II
suppliers generally at the direction of our OEM customers, and we assemble the substrates into the final manufactured products
that we sell to our OEM customers. They are a necessary component of exhaust aftertreatment systems for emission control. The
need for substrate components grows for more sophisticated emission control solutions to meet more stringent environmental
regulations, particularly for commercial on road and off-road vehicles. These substrates are included in inventory and are “passed
through” to the customer at cost, plus a nominal handling fee. Since we take title to the substrate inventory and have responsibility
for both the delivery and quality of the finished product including the substrates, the revenues and related expenses are recorded
at gross amounts. Substrate costs depend on precious metals prices, which may be volatile. While our OEM customers generally
assume the risk of precious metals price volatility, it affects our reported revenue from operations and dilutes profitability margins
at the revenue from operations level. Hence, we believe VAR is an important metric to understand our overall business because
VAR eliminates the effect of this uncontrollable portion of our revenue from operations, including the effect of potentially volatile
precious metals prices.
(2)
VAR Growth (%) is calculated as VAR for the current period/Fiscal minus VAR for the previous period/Fiscal as a percentage of
VAR for the previous period /Fiscal.
(3)
Revenue from operations refers to the revenue from operations as appearing in the Restated Consolidated Financial Information.
(4)
Revenue Growth (%) is calculated as Revenue from operations for the current fiscal minus Revenue from operations for the
previous period /Fiscal as a percentage of Revenue from operations for the previous period /Fiscal.
(5)
EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as restated profit for the period/
year plus total tax expense, finance cost, depreciation and amortization expense minus other income.
(6)
EBITDA Growth (%) is calculated as EBITDA for the current period/fiscal less EBITDA for the previous period/fiscal as a
percentage of EBITDA for the previous period/Fiscal.
(7)
EBITDA Margin (%) (Basis VAR) is calculated as EBITDA as a percentage of VAR.
(8)
EBITDA Margin (%) (Basis Revenue from Operations) is calculated as EBITDA as a percentage of revenue from operations.
(9)
Profit after tax (PAT) represents restated profit for the year as appearing in the Restated Consolidated Financial Information.
(10)
PAT Growth (%) is calculated as PAT for the current period/Fiscal less PAT for the previous period/Fiscal as a percentage of
PAT for the previous period/Fiscal.
(11)
PAT Margin % (Basis VAR) is calculated as Restated profit for the period/year as a percentage of VAR.
(12)
PAT Margin % (Basis Revenue from Operations) is calculated as Restated profit for the period/year as a percentage of Revenue
from Operations.
(13)
Net Debt is Calculated as Total Debt (including Lease Liabilities) less cash and cash equivalents. Negative Net Debt above
indicates higher cash as compared to our borrowings and current and non-current lease liabilities.
(14)
Net Debt to Equity Ratio is calculated as Net Debt divided by Total Equity.
(15)
Net Debt to EBITDA Ratio is calculated as Net Debt divided by EBITDA.

172
(16)
Return on Equity is calculated as restated profit for the period/year divided by Average Equity. Average Equity is calculated as
average of the total equity at the beginning and at the end of the relevant period/fiscal. Total equity refers to the sum of Equity
attributable to owners of Parent and Non-Controlling Interest.
(17)
Return on Capital Employed is calculated as earning before interest and taxes (EBIT) as a percentage of Capital Employed. EBIT
is calculated as Restated profit for the period/year plus finance cost plus total tax expense less other income. Capital employed is
calculated as sum of Total Equity, Total Debt (including lease liabilities), Deferred tax liabilities minus Intangible assets, Deferred
tax assets, Capital redemption reserve, Capital Reserve on Business Combination and Capital reserve.
(18)
Fixed Asset Turnover Ratio is calculated as Revenue from operations divided by Average Net Fixed Assets. Average Net Fixed
Assets is calculated as average of opening and closing balance of Property, Plant and Equipment and Capital work-in-progress
as per the Restated Consolidated Financial Information.
(19)
Net Working Capital is calculated as Current Assets (excluding assets classified as held for sale and receivables related to sale of
investment in Motocare India Private Limited classified under Other financial assets) less Current Liabilities (excluding liabilities
relating to assets held for sale) as per Restated Consolidated Financial Information.
(20)
Net Working Capital Days is calculated as 365 (for Fiscals) or 91 (for three months ended June 30, 2025 and June 30, 2024),
multiplied by Net Working Capital turnover, rounded off to zero decimals. Net working capital turnover is calculated as Net
Working Capital divided by Revenue from Operations.
(21)
Cash Conversion Cycle is calculated as the sum of Receivable Days and Inventory Days less Payable Days, rounded to the nearest
whole number. Receivable Days is calculated as average trade receivables divided by (revenue from operations divided by 365 for
Fiscals or 91 for three months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number.
Inventory Days is calculated as average inventories divided by (cost of goods sold divided by 365 for Fiscals or 91 for three months
ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Cost of goods sold comprises Cost
of Materials Consumed, Purchases of Stock in Trade and Changes in inventories of finished goods, semi-finished goods and Stock
in trade. Payable Days is calculated as average trade payables divided by (total purchases divided by 365 for Fiscals or 91 for
three months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Purchases includes
purchase of stock-in-trade, raw materials and packing materials. Average Trade payable included payables for purchases and
vendor bill financing.
(22)
Business Divisions-wise Revenue from Operations consist of Revenue of Clean Air and Powertrain Solutions Division and
Advanced Ride Technology Division. Revenue of Clean Air and Powertrain Solutions consists of Revenue from operations of the
Company and its subsidiaries Federal-Mogul Ignition Products India Limited, Federal-Mogul Bearings India Limited, and
Federal-Mogul Sealings India Limited while Advanced Ride Technology Revenue consist of revenue from operations of subsidiary
Tenneco Automotive India Private Limited.

Brief explanations of the relevance of the KPIs for our business operations are set forth below:

Metric Explanation
Value Added Revenue (VAR) Value added Revenue (VAR) means revenue from operations after excluding
Substrate/Passthrough sales. Substrates are porous ceramic filters coated with a
catalyst - typically, precious metals such as platinum, palladium, and rhodium.
We do not manufacture substrates; they are supplied to us by Tier II suppliers
generally at the direction of our OEM customers, and we assemble the substrates
into the final manufactured products that we sell to our OEM customers. They
are a necessary component of exhaust aftertreatment systems for emission
control. The need for substrate components grows for more sophisticated
emission control solutions to meet more stringent environmental regulations,
particularly for commercial on road and off-road vehicles. These substrates are
included in inventory and are “passed through” to the customer at cost, plus a
nominal handling fee. Since we take title to the substrate inventory and have
responsibility for both the delivery and quality of the finished product including
the substrates, the revenues and related expenses are recorded at gross amounts.
Substrate costs depend on precious metals prices, which may be volatile. While
our OEM customers generally assume the risk of precious metals price volatility,
it affects our reported revenue from operations and dilutes profitability margins
at the revenue from operations level. Hence, we believe VAR is an important
metric to understand our overall business because VAR eliminates the effect of
this uncontrollable portion of our revenue from operations, including the effect
of potentially volatile precious metals prices.
VAR Growth (%) Growth rate of value added revenue provides information regarding the growth
of our business (adjusted for non-value added products such as substrates) for the
respective period
Revenue from Operations Revenue from operations is used by our management to track the revenue profile
of the business and in turn helps assess the overall financial performance of our
Company and size and scale of our business
Revenue Growth (%) Growth rate of revenue from operations provides information regarding the
growth of our business for the respective period
EBITDA EBITDA is crucial because it is a metric that is reflection of our company’s
profitability before interest, depreciation, amortisation and taxes
EBITDA Growth (%) EBITDA Growth rate of provides information regarding the growth of our
EBITDA for the respective period
EBITDA Margin (%) (Basis Revenue from EBITDA Margin (Basis Revenue from Operations) is an indicator of the
Operations) operational profitability and financial performance of our business

173
Metric Explanation
EBITDA Margin (%) (Basis VAR) EBITDA Margin (Basis Value Added Revenue) is an indicator of the operational
profitability and financial performance of our business after removing substrates
component from revenue
Profit After Tax (PAT) Provides information regarding the profitability of the business carried on by our
Company
PAT Growth (%) PAT Growth rate of provides information regarding the growth of our Profit for
the respective period
PAT Margin (%) (Basis Revenue from PAT Margin (Basis Revenue from Operations) reflects the overall profitability
Operations) of the business of our Company
PAT Margin (%) (Basis VAR) PAT Margin (Basis Value Added Revenue) reflects the overall profitability of
the business of our Company in relation to value added products
Net Debt Net Debt helps to track our leverage position and profile adjusted for cash
Net Debt to Equity Ratio Net Debt to Equity is a measure that indicates how much of company assets are
financed by debt
Net Debt to EBITDA Ratio Net Debt to EBITDA is a measure of the extent to which our Company can cover
our debt through operating profit. It helps evaluate our financial leverage.
Return on Equity (ROE) Return on Equity provides how efficiently our Company generates profits from
shareholders’ funds
Return on Capital Employed (ROCE) Return on Capital Employed provides how efficiently our Company generates
earnings from the capital employed in the business
Fixed Assets Turnover Ratio Fixed Asset Turnover Ratio measures the efficiency and sweating of our fixed
assets in generating revenue or sales
Net Working Capital Net working capital is the measure of funds used to fund operations and meet
short-term obligations
Net Working Capital Days Net working capital days helps to evaluate the average number of days it takes
for a business to convert its net working capital into revenue
Cash Conversion Cycle Cash conversion cycle measures how long it takes for a company to convert its
investments in Inventory and Receivables adjusted for Payables into cash
Business Divisions-wise Revenue from Business Division-wise Revenue from Operations helps company to measure the
Operations performance of each of our business divisions

We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations” beginning on
page 1. For details of our other operating metrics disclosed elsewhere in this Red Herring Prospectus, see
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 267 and 492, respectively.

174
F. Comparison of our KPIs with Listed Industry Peers

The following table provides a comparison of our KPIs of our Company with our peer group. The peer group has been determined on the basis of companies listed on
Indian stock exchanges, whose business profile is comparable to our businesses in terms of our size and our business model:

Set forth below is a comparison of our KPIs with our peer group companies listed in India:

Our Company Bosch Ltd Timken India Ltd


As at and for the three As at and for the three As at and for the three
months period ended Fiscal Year months period ended Fiscal Year months period ended Fiscal Year
June 30, June 30, June 30,
Particulars Unit 2025 2024 2025 2024 2023 2025 2024 2025 2024 2023 2025 2024 2025 2024 2023
Value Added Revenue (VAR) ₹ million 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00 NA NA NA NA NA NA NA NA NA NA
VAR Growth (%) % 7.52% NA 2.61% 9.40% NA NA NA NA NA NA NA NA NA NA NA
Revenue from Operations ₹ million 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68 47,886.00 43,168.00 1,80,874.00 1,67,271.00 1,49,293.00 8,088.17 7,837.01 31,478.10 29,095.41 28,066.10
Revenue Growth (%) % 1.17% NA (10.56)% 13.26% NA 10.93% NA 8.13% 12.04% NA 3.20% NA 8.19% 3.67% NA
EBITDA ₹ million 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34 6,393.00 5,197.00 23,097.00 20,948.00 18,067.00 NA NA 6,418.00 6,132.00 6,135.00
EBITDA Growth (%) % 7.50% NA 33.19% 7.26% NA 23.01% NA 10.26% 15.95% NA NA NA 4.66% (0.05)% NA
EBITDA Margin (%) (Basis % 19.62% 19.63% 18.61% 14.34% 14.62% NA NA NA NA NA NA NA NA NA NA
VAR)
EBITDA Margin (%) (Basis % 17.80% 16.76% 16.67% 11.19% 11.82% 13.35% 12.04% 12.77% 12.52% 12.10% NA NA 20.39% 21.08% 21.86%
Revenue from Operations)
Profit After Tax (PAT) ₹ million 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43 11,153.00 4,654.00 20,130.00 24,913.00 14,255.00 1,042.24 963.05 4,473.86 3,921.42 3,907.45
PAT Growth (%) % 11.83% NA 32.72% 9.38% NA 139.64% NA (19.20)% 74.77% NA 8.22% NA 14.09% 0.36% NA
PAT Margin (%) (Basis VAR) % 14.41% 13.85% 12.63% 9.76% 9.77% NA NA NA NA NA NA NA NA NA NA
PAT Margin (%) (Basis % 13.07% 11.83% 11.31% 7.62% 7.89% 23.29% 10.78% 11.13% 14.89% 9.55% 12.89% 12.29% 14.21% 13.48% 13.92%
Revenue from Operations)
Net Debt ₹ million (3,475.69) (1,683.52) (2,662.06) (1,679.77) (3,802.26) NA NA NA NA NA NA NA NA NA NA
Net Debt to Equity Ratio Number of (0.22) (0.17) (0.17) (0.17) (0.31) NA NA NA NA NA NA NA NA NA NA
times
Net Debt to EBITDA Ratio Number of (1.52) (0.79) (0.33) (0.27) (0.67) NA NA NA NA NA NA NA NA NA NA
times
Return on Equity (ROE) % 10.44% 15.12% 42.65% 38.05% 32.88% NA NA NA NA NA NA NA 17.00% 17.61% 21.15%
Return on Capital Employed % 16.29% 16.59% 56.78% 45.40% 33.51% NA NA NA 19.40% 17.10% NA NA 19.32% 21.42% 25.13%
(ROCE)
Fixed Assets Turnover Ratio Number of 2.31 2.12 8.37 9.07 7.76 NA NA NA NA NA NA NA 6.21 5.33 5.10
times
Net Working Capital ₹ million 1,550.77 923.38 1,778.29 806.30 2,915.34 NA NA NA NA NA NA NA 14,408.56 13,755.50 11,843.61
Net Working Capital Days Days 11 7 13 5 22 NA NA NA NA NA NA NA NA NA NA
Cash Conversion Cycle Days (23) (21) (24) (18) (10) NA NA NA NA NA NA NA NA NA NA
Business Divisions-wise
Revenue from Operations:
Clean Air and Powertrain ₹ million 7,234.96 7,700.74 28,122.69 36,031.07 30,403.47 NA NA NA NA NA NA NA NA NA NA
Solutions Division
Advanced Ride Technologies ₹ million 5,621.25 5,006.98 20,781.61 18,645.05 17,870.21 NA NA NA NA NA NA NA NA NA NA
Division

175
SKF India Ltd ZF Commercial Vehicle Control System India Ltd Sharda Motor Industries Ltd
As at and for the three As at and for the three As at and for the three
months period ended Fiscal Year months period ended Fiscal Year months period ended Fiscal Year
June 30, June 30, June 30,
Particulars Unit 2025 2024 2025 2024 2023 2025 2024 2025 2024 2023 2025 2024 2025 2024 2023
Value Added Revenue (VAR) ₹ million NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
VAR Growth (%) % NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Revenue from Operations ₹ million 12,831.50 12,062.20 49,199.00 45,701.30 43,049.20 9,755.55 9,457.58 38,309.63 38,156.47 34,442.45 7,562.48 6,854.32 28,365.71 28,092.62 26,999.36
Revenue Growth (%) % 6.38% NA 7.65% 6.16% NA 3.15% NA 0.40% 10.78% NA 10.33% NA 0.97% 4.05% NA
EBITDA ₹ million NA NA 8,468.80 8,116.00 8,012.70 NA NA 7,390.00 6,610.00 5,370.00 984.00 957.00 3,964.00 3,614.00 2,818.00
EBITDA Growth (%) % NA NA 4.35% 1.29% NA NA NA 11.80% 23.09% NA 2.82% NA 9.68% 28.25% NA
EBITDA Margin (%) (Basis % NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
VAR)
EBITDA Margin (%) (Basis % NA NA 17.21% 17.76% 18.61% NA NA 19.29% 17.32% 15.59% 13.01% 13.96% 13.97% 12.86% 10.44%
Revenue from Operations)
Profit After Tax (PAT) ₹ million 1,182.10 1,589.30 5,659.10 5,518.00 5,248.80 1,223.76 994.32 4,607.30 4,064.47 3,176.71 999.40 768.28 3,149.16 2,995.91 2,083.34
PAT Growth (%) % (25.62)% NA 2.56% 5.13% NA 23.08% NA 13.36% 27.95% NA 30.08% NA 5.12% 43.80% NA
PAT Margin (%) (Basis VAR) % NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
PAT Margin (%) (Basis % 9.21% 13.18% 11.50% 12.07% 12.19% 12.54% 10.51% 12.03% 10.65% 9.22% 13.22% 11.21% 11.10% 10.66% 7.72%
Revenue from Operations)
Net Debt ₹ million NA NA NA NA NA NA NA NA NA NA NA NA NA (2,346.96) (1,326.16)
Net Debt to Equity Ratio Number of NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
times
Net Debt to EBITDA Ratio Number of NA NA NA NA NA NA NA NA NA NA NA NA NA (0.65) (0.47)
times
Return on Equity (ROE) % NA NA 21.40% 22.00% 24.80% NA NA NA NA NA NA NA 30.00% 34.00% 31.00%
Return on Capital Employed % NA NA 29.30% 27.40% 31.30% NA NA NA NA NA NA NA 38.00% 39.00% 35.00%
(ROCE)
Fixed Assets Turnover Ratio Number of NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
times
Net Working Capital ₹ million NA NA 10,433.00 NA NA NA NA NA NA NA NA NA NA NA NA
Net Working Capital Days Days NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Cash Conversion Cycle Days NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Business Divisions-wise
Revenue from Operations:
Clean Air and Powertrain ₹ million NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Solutions Division
Advanced Ride Technologies ₹ million NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Division

176
Gabriel India Ltd Uno Minda Ltd Sona BLW Precision Forgings Ltd
As at and for the three As at and for the three As at and for the three
months period ended Fiscal Year months period ended Fiscal Year months period ended Fiscal Year
June 30, June 30, June 30,
Particulars Unit 2025 2024 2025 2024 2023 2025 2024 2025 2024 2023 2025 2024 2025 2024 2023
Value Added Revenue (VAR) ₹ million NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
VAR Growth (%) % NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Revenue from Operations ₹ million 10,983.81 9,465.72 40,633.81 34,026.26 29,717.38 44,890.90 38,175.10 1,67,746.10 1,40,308.90 1,12,364.90 8539.07 8,911.77 35,460.21 31,847.70 26,550.10
Revenue Growth (%) % 16.04% NA 19.42% 14.50% NA 17.59% NA 19.55% 24.87% NA (4.18)% NA 11.34% 19.95% NA
EBITDA ₹ million 1,084.00 908.00 3,917.00 2,926.00 2,136.90 5,430.00 4,080.00 18,740.00 15,852.60 12,419.80 2,025.00 2,512.00 9,753.00 9,021.00 6,958.00
EBITDA Growth (%) % 19.38% NA 33.87% 36.93% NA 33.09% NA 18.21% 27.64% NA (19.39)% NA 8.11% 29.65% NA
EBITDA Margin (%) (Basis % NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
VAR)
EBITDA Margin (%) (Basis % 9.87% 9.59% 9.64% 8.60% 7.19% 12.10% 10.69% 11.17% 11.30% 11.05% 23.71% 28.19% 27.50% 28.33% 26.21%
Revenue from Operations)
Profit After Tax (PAT) ₹ million 619.72 575.92 2,449.81 1,787.47 1323.53 3,090.30 2,108.00 10,205.70 9,247.10 7,002.30 1,217.09 1,417.14 5,996.88 5,173.00 3,953.00
PAT Growth (%) % 7.61% NA 37.05% 35.05% NA 46.60% NA 10.37% 32.06% NA (14.12)% NA 15.93% 30.86% NA
PAT Margin (%) (Basis VAR) % NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
PAT Margin (%) (Basis % 5.64% 6.08% 6.03% 5.25% 4.45% 6.88% 5.52% 6.08% 6.59% 6.23% 14.25% 15.90% 16.91% 16.24% 14.89%
Revenue from Operations)
Net Debt ₹ million NA NA 56.32 865.70 1,070.34 NA NA 22,749.80 14,657.00 12,739.40 NA NA (26,591.00) (727.00) (804.00)
Net Debt to Equity Ratio Number of NA NA 0.00 0.09 NA NA NA 0.34 0.25 0.24 NA NA (0.48) (0.03) (0.04)
times
Net Debt to EBITDA Ratio Number of NA NA NA (0.30) 0.50 NA NA NA 0.09 0.10 NA NA (2.73) (0.08) (0.12)
times
Return on Equity (ROE) % NA NA 22.40% 17.84% 16.17% NA NA 17.70% 19.35% 17.22% NA NA 17.70% 28.50% 26.60%
Return on Capital Employed % NA NA NA 23.66% 20.34% NA NA 18.90% 19.81% 19.16% NA NA 18.40% 31.00% 30.40%
(ROCE)
Fixed Assets Turnover Ratio Number of NA NA NA NA NA NA NA 4.20 4.25 4.07 NA NA 3.40 3.60 3.90
times
Net Working Capital ₹ million NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Net Working Capital Days Days NA NA NA NA NA NA NA NA 28 26 NA NA NA NA NA
Cash Conversion Cycle Days NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Business Divisions-wise
Revenue from Operations:
Clean Air and Powertrain ₹ million NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Solutions Division
Advanced Ride Technologies ₹ million NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Division
(1)
NA refers to Not Applicable where the information is unavailable i.e. not reported by the industry peers in either their annual reports, audited financial results and investor presentations as submitted to the Stock Exchanges
(2)
Financial information of our Company has been derived from the Restated Consolidated Financial Information
(3)
All the financial information for listed industry peer is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the financial information of such listed industry peer available on
the website of the stock exchanges and regulatory filings.
(4)
To the extent that the listed industry peers have published the above ratios or financial information in their regulatory filings/ website, the same have been disclosed on an as is basis and may not be comparable to the
method of computation used by us
#Nos. for three months ended June 30, 2025 and June 30, 2024 are not annualized except where specifically mentioned

177
Computation of our KPIs: The definitions and method of calculation/computation of our KPIs have been disclosed under “Details of our KPIs as of and for the three months ended June 30, 2025 and June 30, 2024
and Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023” above.

178
G. Comparison of KPIs based on additions or dispositions to our business

The impact of all material acquisitions or dispositions of assets or business undertaken by our Company
during the periods covered by the KPIs, i.e., for the three months period ended June 30, 2025 and June 30,
2024 and Fiscals 2025, 2024 and 2023, is reflected in the KPIs disclosed in this Red Herring Prospectus. For
further details of acquisitions undertaken by us in the last three Fiscals, see “History and Certain Corporate
Matters - Details regarding material acquisitions or divestments of business/ undertakings, mergers,
amalgamation, any revaluation of assets, etc. since incorporation” on page 334.

H. Weighted average cost of acquisition, Floor Price and Cap Price

(I) Price per share of our Company (as adjusted for corporate actions, including split) based on primary
issuances of Equity Shares or convertible securities (excluding Equity Shares issued under employee
stock option schemes and issuance of Equity Shares pursuant to a bonus issue) during the 18 months
preceding the date of this Red Herring Prospectus, where such issuance is equal to or more than 5%
of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital
before such transaction(s) and excluding ESOPs granted but not vested) in a single transaction or
multiple transactions combined together over a span of rolling 30 days (“Primary Issuances”)

The details of the Equity Shares issued during the 18 months preceding the date of this Red Herring
Prospectus, where such issuance is equal to or more than 5% of the paid-up equity share capital of our
Company excluding issuance of Equity Shares pursuant to employee stock option schemes and issuance of
Equity Shares pursuant to a bonus issue (calculated based on the pre-Offer capital before such transaction(s)),
in a single transaction or multiple transactions combined together over a span of rolling 30 days is as follows:

Date of Name of No. of Equity Face Issue price per % of the paid- Total
allotment allottee Shares Value share (₹)* up share consideration
allotted (₹) capital (prior (in ₹ million)**
to Such
allotment)
March 26, 2025 Federal-Mogul 14,478,794 10 288.85 88.52% 4,182.20
Pty Ltd
March 26, 2025 Federal-Mogul 3,992,380 10 288.85 1,153.20
Investments
B.V.
March 26, 2025 Federal-Mogul 6,615,274 10 288.85 1,910.82
Investments
B.V.
March 26, 2025 Tenneco LLC 6,974,946 10 288.85 2,014.71
March 26, 2025 Tenneco 146,123,690 10 288.85 42,207.83
Mauritius
Holdings
Limited
March 26, 2025 Tenneco 11,330,396 10 288.85 3,272.78
(Mauritius)
Limited
WACA for primary issuance 288.85*
*
As certified by B.B. & Associates, Chartered Accountants (FRN No. 023670N), pursuant to their certificate dated November 5, 2025
**Refers to consideration other than cash. Our Company entered into a share swap agreements dated March 25, 2025 with various
parties pursuant to which 189,515,480 equity shares of face value of ₹ 10 each were allotted, in aggregate, to above entities for
acquisition of Federal-Mogul Ignition Products India Limited, Federal-Mogul Sealings India Limited, Federal-Mogul Bearings India
Limited and Tenneco Automotive India Private Limited. For details see “History and Certain Corporate Matters - Details regarding
material acquisitions or divestments of business/undertakings, mergers, amalgamations, any revaluation of assets, etc., since
incorporation.” on page 334.

(II) Price per share of our Company (as adjusted for corporate actions, including split) based on secondary
sale or acquisition of equity shares or convertible securities (excluding gifts) involving our Promoters,
members of the Promoter Group , Promoter Selling Shareholder, or Shareholder(s) having the right
to nominate Director(s) on our Board during the 18 months preceding the date of filing of this Red
Herring Prospectus, where the acquisition or sale is equal to or more than 5% of the fully diluted paid-
up share capital of our Company (calculated based on the pre-Offer capital before such transaction/s
and excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined
together over a span of rolling 30 days (“Secondary Transactions”)

179
Nil

(III) Price per share based on last five primary or secondary transactions

Since there are transactions to report under (I) above, therefore, information based on last five primary or
secondary transactions (secondary transactions where our Promoters / members of our Promoter Group/
Selling Shareholders or other Shareholder(s) having the right to nominate director(s) in the Board of our
Company, are a party to the transaction), during the three years prior to the date of this Red Herring
Prospectus, irrespective of the size of transactions is not applicable.

(IV) Weighted average cost of acquisition, floor price and cap price

The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition based on
the primary issuances and secondary transactions as disclosed below:

Types of transactions Weighted average Number of Number of


cost of acquisition times at times at cap
(₹ per Equity floor price price(i.e., ₹
Share)* (i.e., ₹ [●])# [●])#
WACA for Primary Issuances 288.85 [●] [●]
WACA for Secondary Transactions NA NA NA
Since there are transactions to report to under (I) above, the information for price per share of our Company based on
the last five primary or secondary transactions where our Promoters/members of our Promoter Group or Shareholder(s)
having the right to nominate director(s) on the Board of our Company, are a party to the transaction, during the three
years prior to the date of filing of this Red Herring Prospectus irrespective of the size of the transaction, is not applicable
*
As certified by B.B. & Associates, Chartered Accountants (FRN No. 023670N), by way of their certificate dated November 5, 2025.
# To be updated at Prospectus stage.

(V) Detailed explanation for Offer Price/Cap Price being [●] times the price of weighted average cost of
acquisition of primary issuance price and [●] times the price of weighted average cost of acquisition of
secondary transactions (as set out above) along with our Company’s key financial and operational
metrics and financial ratios Fiscals 2025, 2024 and 2023.

[●]*
*
To be included on finalisation of Price Band

(VI) Explanation for Offer Price/Cap Price being [●] times the price of weighted average cost of acquisition
of primary issuance price and [●] times the price of weighted average cost of acquisition of secondary
transactions (as set out above) in view of the external factors which may have influenced the pricing of
the Offer.

[●]*
*
To be included on finalisation of Price Band

(VII) The Offer price is [●] times of the face value of the Equity Shares
The Offer Price of ₹[●] has been determined by our Company in consultation with the BRLMs, on the basis
of market demand from investors for Equity Shares through the Book Building Process and is justified in
view of the above qualitative and quantitative parameters.

Investors should read the abovementioned information along with “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated
Consolidated Financial Information” beginning on pages 59, 267, 492 and 377, respectively, to have a more
informed view.

180
STATEMENT OF SPECIAL TAX BENEFITS

I. STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO TENNECO CLEAN AIR


INDIA LIMITED (FORMERLY KNOWN AS “TENNECO CLEAN AIR INDIA PRIVATE
LIMITED”) (“THE COMPANY”) AND ITS SHAREHOLDERS UNDER THE DIRECT AND
INDIRECT TAX LAWS IN INDIA

To
The Board of Directors
Tenneco Clean Air India Limited (formerly known as “Tenneco Clean Air India Private Limited”)
RNS2, Nissan Supplier Park
SIPCOT Industrial Park, Oragadam Industrial Corridor,
Sriperumbudur, ur Taluk
Kancheepuram - 602 105
Tamil Nadu, India

Dear Sirs,

Sub: Statement of possible special tax benefits available to Tenneco Clean Air India Limited (the
“Company”) and its equity shareholders under the direct and indirect tax laws.

We refer to the proposed initial public offering of the equity shares (the “Offer”) of Tenneco Clean Air India
Limited (the “Company”). We enclose herewith the statement (the “Annexure”) showing the current position of
special tax benefits available to the Company and to its shareholders as per the provisions of the Indian direct and
indirect tax laws, including the Income-tax Act, 1961 (as amended by the Finance Act, 2025), the Central Goods
and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and
Services Tax Act, 2017, the State Goods and Services Tax Act as passed by the respective State Governments
(collectively the “GST Act”), the Customs Act, 1962 (“Customs Act”), the Customs Tariff Act, 1975 (“Tariff
Act”) and the Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2023)
including the rules, regulations, circulars and notifications issued thereunder (collectively the “Taxation Laws”)
as presently in force and applicable to the assessment year 2026-2027 relevant to the financial year 2025-26 for
inclusion in the Red Herring Prospectus (“RHP”) and Prospectus for the proposed Offer by the Company, as
required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“ICDR Regulations”).

Several of these benefits are dependent on the Company and/or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Taxation Laws. Hence, the ability of the Company and/or its shareholders to
derive these direct and indirect tax benefits is dependent upon their fulfilling such conditions, which is based on
business imperatives the Company or its shareholders may face in the near future and accordingly, the Company
or its shareholders may or may not choose to fulfill.

The benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company and on the basis of our
understanding of the business activities and operations of the Company. This statement is only intended to provide
general information to guide the investors and is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is
advised to consult their own tax consultants, with respect to the specific tax implications arising out of their
participation in the Offer particularly in view of the fact that certain recently enacted legislation may not have a
direct legal precedent or may have a different interpretation on the benefits, which an investor can avail. We are
neither suggesting nor are we advising the investors to invest or not to invest money based on this statement.

We do not express any opinion or provide any assurance whether:

• The Company and/or its shareholders will continue to obtain these special tax benefits in future;
• The conditions prescribed for availing the special tax benefits have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.

This statement is provided solely for the purpose of assisting the Company in discharging its responsibilities under
the ICDR Regulations.

181
We hereby give our consent to include this report and the enclosed Annexure regarding the special tax benefits
available to the Company and its shareholders in the RHP and the Prospectus for the proposed Offer which the
Company intends to file with the Registrar of Companies, Tamil Nadu and Andaman at Chenna, Securities and
Exchange Board of India and the National Stock Exchange of India Limited and BSE Limited (the “Stock
Exchanges”) provided that the below statement of limitation is included in the RHP and the Prospectus. This
report and the enclosed Annexure can also be uploaded on the repository portal of the stock exchanges/ SEBI as
required pursuant to the SEBI circular (reference no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/170) dated
December 5, 2024 and the subsequent requirements of the Stock Exchanges/ SEBI, as applicable.

LIMITATIONS

Our views expressed in the enclosed Annexure are based on the facts and assumptions indicated above. No
assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the information, explanations and representations obtained from the Company and on the basis of our
understanding of the business activities and operations of the Company and the existing provisions of taxation
laws in force in India and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. Reliance on the statement is on the express
understanding that we do not assume responsibility towards the investors and third parties who may or may not
invest in the Offer relying on the statement. This statement has been prepared solely in connection with the
proposed Offer of the Company, as required under the ICDR Regulations.

For Deloitte Haskins & Sells LLP


Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Sachanand C. Mohnani
Partner
(Membership No. 107723)
UDIN: 25407265BMOVDC7273

Place: Pune
Date: October 16, 2025

182
ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO TENNECO
CLEAN AIR INDIA LIMITED (FORMERLY KNOWN AS “TENNECO CLEAN AIR INDIA PRIVATE
LIMITED”) (THE “COMPANY”) AND COMPANY’S SHAREHOLDERS (“SHAREHOLDERS”)

The information provided below sets out the possible special direct and indirect tax benefits available to Tenneco
Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited) (the “Company”) and the
shareholders of the Company in a summary manner only and is not a complete analysis or listing of all potential
tax consequences of the subscription, ownership and disposal of equity shares of the Company, under the current
Taxation Laws presently in force in India. Several of these benefits are dependent on the shareholders fulfilling
the conditions prescribed under the relevant Taxation Laws. Hence, the ability of the shareholders to derive the
tax benefits is dependent upon fulfilling such conditions, which, based on business / commercial imperatives a
shareholder faces, may or may not choose to fulfill. We do not express any opinion or provide any assurance as
to whether the Company or its shareholders will continue to obtain these benefits in future. The following
overview is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. In view
of the individual nature of the tax consequences and the changing Taxation Laws, each investor is advised to
consult their own tax consultant with respect to the specific tax implications arising out of their participation in
the issue. We are neither suggesting nor are we advising the investor to invest money or not to invest money based
on this statement.

The statement below covers only relevant special direct and indirect tax law benefits and does not cover benefits
under any other law.

The statements outlined below are based on the provisions of the Income-tax Act, 1961, read with the Income-tax
Rules, 1962, circulars, notifications, as amended by the Finance Act 2025 presently in force in India. Please note
that the Income Tax Act, 2025 will be applicable from 1st April 2026 for tax year 2026-27.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO
THE TAX IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF PURCHASING,
OWNING AND DISPOSING OF EQUITY SHARES, PARTICULARLY IN VIEW OF THE FACT THAT
CERTAIN RECENTLY ENACTED LEGISLATION MAY NOT HAVE A DIRECT LEGAL
PRECEDENT OR MAY HAVE A DIFFERENT INTERPRETATION ON THE BENEFITS, WHICH AN
INVESTOR CAN AVAIL IN A PARTICULAR SITUATION.

STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY


AND SHAREHOLDERS OF THE COMPANY

I. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY UNDER THE INCOME
TAX ACT, 1961

The statement of tax benefits outlined below is as per the Income-tax Act, 1961 read with Income Tax Rules,
circulars, notifications as amended by the Finance Act, 2025 (“Income Tax Law”), as amended from time to
time and applicable for financial year (‘FY’) 2025-26 relevant to assessment year (‘AY’) 2026-27. These
direct tax benefits are dependent on the Company fulfilling the conditions prescribed under the Income Tax
Law. Hence, the ability of the Company to derive the direct tax benefits is dependent upon fulfilling such
conditions, which are based on business imperatives it faces in the future, it may or may not choose to fulfil.

1. Lower corporate tax rate under Section 115BAA of the Income-tax Act, 1961 (“the Act”):

1. As per Section 115BAA of the, with effect from Financial Year 2019-20 (i.e. AY 2020-21), a domestic
company has an option to pay income tax in respect of its total income at a concessional tax rate of 22% (plus
surcharge of 10% and 4% education cess) provided the company does not avail of specified exemptions/
incentives/ deductions or set-off of losses/ unabsorbed depreciation etc., claims depreciation in the prescribed
manner and complies with the other conditions specified in Section 115BAA of the Act.

In case a company opts for Section 115BAA of the Act, provisions of Minimum Alternate Tax ("MAT”)
under Section 115JB of the Act would not be applicable and MAT credit of the earlier year(s) will not be
available.

183
2. The option needs to be exercised qua a particular AY/FY in the prescribed manner on or before the
due date of filing the tax return. The option once exercised, shall apply to subsequent AYs and cannot
be subsequently withdrawn for the same or any other AY. Further, if the conditions mentioned in
section 115BAA of the Act are not satisfied in any AY, the option exercised shall become invalid in
respect of such AY and subsequent AYs, and the other provisions of the Act shall apply as if the option
under section 115BAA had not been exercised.

The Company has opted for the concessional rate of tax in the return filed for the previous year ended 2025-
26 relevant to assessment year 2026-27 onwards.

2. Deduction from Gross Total Income

Deduction in respect of inter-corporate dividends – Section 80M of the Act:

Up to 31 March 2020, any dividend paid to a shareholder by a company was liable to payment of Dividend
Distribution Tax (“DDT”) by such company, and the dividend was exempt from tax in the hands of the
recipient shareholder. Pursuant to the amendment made by the Finance Act, 2020, DDT was abolished, and
dividend received by a shareholder on or after 1 April 2020 is liable to tax in the hands of the shareholder,
other than dividend on which tax under section 115-O has been paid.

With respect to a shareholder which is a domestic company as defined in section 2(22A) of the Act, section
80M inter alia provides that where the gross total income of a domestic company in any FY includes any
income by way of dividends from any other domestic company or a foreign company or a business trust, there
shall, in accordance with and subject to the provisions of the said section, be allowed in computing the total
income of such domestic company, a deduction of an amount equal to so much of the amount of income by
way of dividends received from such other domestic company or foreign company or business trust as does
not exceed the amount of dividend distributed by it on or before the “due date”. For the purposes of the
section, “due date” means the date one month prior to the date for furnishing the income-tax return under
section 139(1) of the Act.

The Company is entitled to claim such deduction subject to fulfilment of conditions specified under section
80M of the Act even if it has opted for under the concessional regime under section 115BAA.

Deduction in respect of employment of new employees – section 80JJAA of the Act:

As per section 80JJAA of the Act, while computing income under the head business and profession in case
of an assessee to whom section 44AB (i.e., tax audit) applies, a deduction of an amount equal to 30% of
additional employee cost incurred in the course of such business in the FY, shall be allowed for three AYs
including the AY relevant to the FY in which such employment is provided. The Company is entitled to claim
such deduction subject to fulfilment of conditions specified under section 80JJAA of the Act even if the
Company opts for concessional tax rate under section 115BAA of the Act.

II. POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS

Section 2(42A) of the Act provides that securities listed in a recognized stock exchange in India that are held
for not more than 12 months immediately preceding the date of its transfer, shall constitute short-term capital
assets.

As per Section 111A of the Act, short term capital gains arising from the transfer of an equity share in a
company transacted through a recognized stock exchange and chargeable to Securities Transaction Tax
(‘STT’) shall be taxed at 20% (plus applicable surcharge and cess)(provided the short-term capital gains
exceed the basic threshold limit of exemption, where applicable) subject to fulfilment of prescribed conditions
under the Act.

Short term capital gains other than those covered by Section 111A of the Act and on which Securities
Transaction Tax is not paid at the time of transfer would be subject to tax as calculated under normal
provisions of the Act.

Further, as per section 112A of the Act, long-term capital gains exceeding INR 1,25,000 arising from the
transfer of equity shares in a company transacted through a recognized stock exchange on which STT has

184
been paid on acquisition (except in certain situations) and on transfer, shall be chargeable to tax at the rate of
12.5% (plus applicable surcharge and cess) without applying the benefit under the first and second provisos
to section 48 of the Act.

The condition of STT shall not apply to a transfer undertaken on a recognized stock exchange located in any
IFSC and where the consideration for such transaction is received or receivable in foreign currency.

Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However,
in case of domestic corporate shareholder, deduction under Section 80M of the Act would be available on
fulfilling the conditions specified under the provision of the Act.

Further, as per section 194 of the Act, the Company is required to deduct tax at source from the amount of
dividend paid to resident shareholders, except in the case of certain categories of shareholders as specified in
the said section which inter alia include individual shareholders receiving dividend not exceeding INR 10,000
(in aggregate during a FY) by any mode other than cash. The shareholders would be entitled to take credit of
the Tax Deducted at Source by the Company against the taxes payable by them on dividend income.

Section 195 of the Act would be applicable for taxability of non-resident shareholders in respect of receipt of
dividend income in India.

The new tax regime under section 115BAC of the Act is applicable to individual, Hindu undivided family,
association of persons (other than a co-operative society), body of individuals and an artificial juridical
person.

STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE


COMPANY AND SHAREHOLDERS OF THE COMPANY

The Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union
Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, the Customs
Act, 1962, Customs Tariff Act, 1975 and the Foreign Trade (Development and Regulation) Act, 1992 (read with
Foreign Trade Policy 2023) (collectively referred to as “Indirect tax”).

III. SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY

A. Benefits under Scheme of Remission of Duties and Taxes on Exported Products (RoDTEP)

The RoDTEP scheme has been operationalized for exports with effect from January 01, 2021. The Scheme
provides a mechanism for reimbursement of taxes, duties and levies to the exporting units, which are currently
not being reimbursed through any other mechanism at the Central, State and Local level, but which are
incurred in the process of manufacture and distribution of exported products. The exporters of eligible items
under the Scheme are issued e-scrips as refund which are transferable in nature and can be used for payment
of basic customs duty.

Further, Appendix 4R of the Foreign Trade Policy 2023 notifies a list of products which are eligible for
benefit under RoDTEP Scheme at the prescribed rate on FOB value of exported goods. Such list includes
products falling under HSN 8708 9200 i.e. silencers and exhaust pipes, wherein RoDTEP benefit is given at
the rate of 0.5% of the FOB value of the exported goods. We understand that the Company is presently
availing the benefit of RoDTEP Scheme since they are engaged in export of manufactured goods falling under
HSN 8708 9200.

IV. SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS

There are no special indirect tax benefits available to the shareholders of the Company.

Notes:

• This statement does not discuss any tax consequences arising in a country outside India pursuant to an
investment in the shares of the Company. The shareholders in the country outside India are advised to consult

185
their own professional advisors regarding the possible tax consequences that apply to them in such country
outside India.

• No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretation, which is subject to change from time
to time. We do not assume responsibility to update the views consequent to such changes.

• The above Statement of tax benefits sets out the provisions of Indian tax laws in a summary manner only and
is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal
of shares.

• This Statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences, the changing taxation laws, each investor is advised to consult his or her own tax consultant
with respect to the specific tax implications arising out of their participation in the proposed Offer.

• In respect of non-resident shareholders, the taxation and tax rates discussed above may be further subject to
any benefit available under the applicable Double Taxation Avoidance Agreement, if any, between India and
the country in which the non-resident has fiscal domicile. Applicability of DTAA benefit shall be subject to
furnishing of relevant documents/declarations viz. tax residency certificate, Form 10F, etc. by the non-
resident shareholders.

Our views expressed in the enclosed Annexure are based on the details provided by you. No assurance is given
that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the
information, explanations and representations obtained from the Company and on the basis of our understanding
of the business activities and operations of the Company and the existing provisions of taxation laws in force in
India and its interpretation, which are subject to change from time to time. We do not assume responsibility to
update the views consequent to such changes. Reliance on the statement is on the express understanding that we
do not assume responsibility towards the investors and third parties who may or may not invest in the initial
public offer relying on the statement. This statement has been prepared solely for the purpose of assisting the
Company in discharging its responsibilities.

186
II. STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO TENNECO
AUTOMOTIVE INDIA PRIVATE LIMITED

STATEMENT OF SPECIAL TAX BENEFITS

The Board of Directors,

Tenneco Automotive India Private Limited


122, Sipcot Industrial Complex, Hosur,
Tamil Nadu 635126, India

Date: 16 October 2025

Subject: Statement of special tax benefits (“the Statement”) available to Tenneco Automotive India Private
Limited (“the Company”) prepared in accordance with the requirement under Schedule VI –Part A -
Clause (9) (L) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“the SEBI ICDR Regulations”)

This report is issued in accordance with the Engagement Letter dated 02 June 2025.

We hereby report that the enclosed Annexure II and III prepared by the Company, initialled by us for
identification purpose, states the special tax benefits available to the Company, under direct and indirect taxes
(together “the Tax Laws”), presently in force in India as on the 16 October 2025, which are defined in Annexure
I. These special tax benefits are dependent on the Company fulfilling the conditions prescribed under the relevant
provisions of the Tax Laws. Hence, the ability of the Company to derive these special tax benefits is dependent
upon their fulfilling such conditions, which is based on business imperatives the Company may face in the future
and accordingly, the Company may or may not choose to fulfil.

The benefits discussed in the enclosed Annexures II and III cover the special tax benefits available to the
Company and do not cover any general tax benefits available to the Company. Further, the preparation of the
enclosed Annexure II and III and its contents is the responsibility of the Management of the Company and has
been approved by the board of directors of the Company at its meeting held on 16 October 2025. We were
informed that the Statement is only intended to provide general information to the investors and is neither designed
nor intended to be a substitute for professional tax advice. Further, the benefits discussed in the Annexures II
and III are not exhaustive. In view of the individual nature of the tax consequences and the changing tax
laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the proposed initial public offering of equity shares of Tenneco Clean Air India
Limited (formerly known as Tenneco Clean Air India Private Limited) (the “Holding Company”) (the “Proposed
Offer”) particularly in view of the fact that certain recently enacted legislation may not have a direct legal
precedent or may have a different interpretation on the special tax benefits, which an investor can avail. Neither
we are suggesting nor advising the investors to invest money based on the Statement.

We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The
Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of
Charted Accountants of India.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that perform Audits and Reviews of Historical Financial information, and Other Assurance and
Related Services Engagements.

We do not express any opinion or provide any assurance as to whether:

i) the Company will continue to obtain these special tax benefits in future; or
ii) the conditions prescribed for availing the special tax benefits where applicable, have been/would be
met with.

187
The contents of the enclosed Annexures are based on the information, explanation and representations obtained
from the Company, and on the basis of our understanding of the business activities and operations of the Company.

Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the
revenue authorities/ courts will concur with the views expressed herein. Our views are based on the existing
provisions of the Tax Laws and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. We shall not be liable to the Company for any
claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment,
as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not
be liable to the Company and any other person in respect of this Statement, except as per applicable law.

This report is addressed to and is provided to enable the board of directors of the Holding Company to include
this report in the Red Herring Prospectus and Prospectus of the Holding Company, prepared in connection with
the Proposed Offer to be filed by the Holding Company with the Registrar of Companies, Tamil Nadu and
Andaman at Chennai and Securities and Exchange Board of India (“SEBI”). It is not to be used, referred to or
distributed for any other purpose without our prior written consent.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm Registration No. 001076N/N500013

Sujay Paul

Membership No.: 096314

UDIN: 25096314BMNWPI2255

Date: 16 October 2025

Place: Noida

188
Annexure I

List of Direct and Indirect Tax Laws (“TAX LAWS”)

S.no. Details of tax laws

1. Income-tax Act, 1961 and Income-tax Rules, 1962 (read with applicable circulars and notifications)
as amended by the Finance Act, 2025.

2. Central Goods and Services Act, 2017 (read with Central Goods and Services Tax Rules, 2017,
applicable circulars and notifications).

3. State Goods and Services Act,2017 (read with respective State Goods and Services Tax Rules, 2017,
applicable circulars and notifications).

4. Integrated Goods and Services Act, 2017 (read with Integrated Goods and Services Tax Rules, 2017,
applicable circulars and notifications).

5. Customs Act, 1962 read with Customs rules and regulations.

6. Foreign Trade Policy, 2023 read with Foreign Trade (Development & Regulation) Act 1992).

7. Gujarat Industrial Policy, 2015

189
Annexure II

STATEMENT OF SPECIAL DIRECT TAX BENEFITS AVAILABLE TO TENNECO


AUTOMOTIVE INDIA PRIVATE LIMITED (THE “COMPANY”) PREPARED IN
ACCORDANCE WITH THE REQUIREMENT UNDER SCHEDULE VI -PART A – CLAUSE (9)
(L) OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (“THE SEBI ICDR REGULATIONS”)
AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA – INCOME TAX ACT,
1961

Outlined below are certain special direct tax benefits available to the Company, and its shareholders under
the Income-tax Act, 1961 (hereinafter referred to as “the ITA”), read with Income-tax Rules, 1962, circulars,
notifications, as amended by the Finance Act, 2025 (collectively hereinafter referred to as the “Income Tax
Laws”). These special direct tax benefits are dependent on the Company fulfilling the conditions prescribed
under the relevant Income Tax Laws.

A. Special direct tax benefits available to the Company under the Income Tax Laws

1. Beneficial corporate tax rate - Section 115BAA of the ITA

Section 115BAA of the ITA, introduced vide The Taxation Laws (Amendment) Act, 2019, lays
down certain conditions on fulfillment of which domestic companies are entitled to avail a
concessional tax rate of 22% (plus applicable surcharge and cess). The option to apply under this tax
rate is made available from Financial Year (‘FY’) 2019-20 relevant to Assessment Year (‘AY’)
2020-21 and the option once exercised shall apply to subsequent AYs. The concessional tax rate of
22% (plus surcharge of 10% and health and education cess of 4%) is subject to a company not
availing any of the following deductions / exemptions under the provisions of the ITA:

• Section 10AA: Tax holiday available to units in a Special Economic Zone.


• Section 32(1)(iia): Additional depreciation.
• Section 32AD: Investment allowance.
• Section 33AB / 33ABA: Tea coffee rubber development expenses / site restoration expenses
• Section 35(1)(ii) or 35(1)(iia) or 35(1)(iii) / 35(2AA) / 35(2AB): Expenditure on scientific
research.
• Section 35AD: Deduction for capital expenditure incurred on specified businesses.
• Section 35CCC / 35CCD: Expenditure on agricultural extension / skill development.
• Section 80LA of the ITA other than deduction applicable to a unit in the International Financial
Services Centre, as referred to in sub-section (1A) of Section 80LA of the ITA
• Chapter VI A other than the provisions of section 80JJAA and section 80M of the ITA.

The total income of a company availing the beneficial tax rate of 25.168% (i.e., 22% tax plus 10%
surcharge and 4% health & education cess) is required to be computed without set off of any carried
forward loss and depreciation attributable to any of the aforesaid deductions/incentives. A company
can exercise the option to apply for the beneficial tax regime in its return of income filed under
section 139(1) of the ITA. Further, provisions of Minimum Alternate Tax (‘MAT’) under section
115JB of the ITA shall not be applicable to companies availing this concessional tax rate.

The provisions do not specify any limitation / condition on account of turnover, nature of business
or date of incorporation for opting for the concessional tax rate. Accordingly, all existing as well as
new domestic companies are eligible to avail this concessional tax rate by filing Form 10-IC which
is a pre-requisite for availing the concessional tax rates under section 115BAA of the ITA.

Note: The Company has opted for the lower tax rate under section 115BAA of the ITA starting FY
2019-20 and onwards, and therefore, is eligible for a concessional effective tax rate of 25.168%
(including applicable surcharge and health and education cess) subject to fulfilment of above
conditions.

2. Deduction in respect of inter-corporate dividends – Section 80M of the ITA

190
As per the provisions of section 80M of the ITA, inserted with effect from 01 April 2021, a domestic
company, shall be allowed to claim a deduction of dividend income earned from any other domestic
company or a foreign company or a business trust. However, such deduction shall be restricted to
the amount of dividend distributed by it to its shareholders on or before the due date i.e., one month
prior to the date of furnishing the return of income under sub-section (1) of section 139 of the ITA.

The Company is entitled to claim such deduction subject to fulfilment of conditions specified under
Section 80M of the ITA.

3. Deductions in respect of employment of new employees – Section 80JJAA of the ITA

As per section 80JJAA of the ITA, where a company is subject to tax audit under section 44AB
of the ITA and derives income from business, it shall be allowed to claim a deduction of an
amount equal to 30% of additional employee cost (relating to specified category of employees)
incurred in the course of such business in a previous year, for 3 consecutive assessment years
including the assessment year relevant to the previous year in which such additional
employment cost is incurred.

The eligibility to claim the deduction is subject to fulfilment of prescribed conditions specified
in sub-section (2) of section 80JJAA of the ITA. Further, to claim the aforesaid deduction, the
Company is required to furnish the report of an accountant electronically in Form 10DA
containing the particulars of deduction prior to the due date of filing tax audit report as per
section 44AB of the ITA.

4. Tax on Capital Gains

As per provisions of section 112A of the Act, Long-term Capital Gains (LTCG) arising from the
transfer of listed equity shares, in excess of 125,000, on which securities transaction tax ("STT") is
paid at the time of acquisition and transfer and fulfilment of other prescribed conditions (including
Notification No. 60/2018/F.No.370142/9/2017-TPL dated 1 October 2018), shall be taxed at 12.5%
(plus applicable surcharge and cess).

Further, Short Term Capital Gains (STCG) arising from the transfer of short-term capital assets (other
than listed equity shares, unit of an equity-oriented fund or unit of a business trust covered under
section 111A of the ITA), shall be taxed at the normal tax rate applicable to the Company.

As per Section 111A of the Act, STCG arising from transfer of listed equity share, or a unit of an
equity-oriented fund or a unit of a business trust shall be taxed at 20%. This is subject to fulfilment
of prescribed conditions under the Act.

B. Possible special direct tax benefits available to the shareholders under the Income Tax Laws in
India

1. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates.
However, in case of a domestic corporate shareholder, benefit of deduction under section 80M of the IT
Act would be available on fulfilling the conditions (as discussed in A.2. above).

2. As per section 111A of the IT Act, STCG arising from the transfer of equity shares on which STT has
been paid shall be taxed at the rate of 20% (plus applicable surcharge and cess).

3. As per provisions of Section 112A of the Act, long-term capital gains arising from the transfer of listed
equity shares, in excess of 125,000, on which securities transaction tax ("STT") is paid at the time of
acquisition and transfer and fulfilment of other prescribed conditions (including Notification No.
60/2018/F.No.370142/9/2017-TPL dated 1 October 2018), shall be taxed at 12.5% (plus applicable
surcharge and cess).

191
Notes:

1. These special direct tax benefits are dependent on the Company fulfilling the conditions prescribed
under the relevant provisions of the Income Tax Laws. Hence, the ability of the Company to derive
the tax benefits is dependent upon fulfilling such conditions, which based on the business
imperatives, the Company may or may not choose to fulfil.

2. The special direct tax benefits discussed in the Statement are not exhaustive and is only intended to
provide general information to the investors and hence, is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences and
the changing tax laws, each investor is advised to consult his or her own tax consultant with respect
to the specific tax implications arising out of their participation in the Proposed Offer.

3. The Statement has been prepared to enable the board of directors of the Holding Company to include
this report in the Red Herring Prospectus prepared in connection with the Proposed Offer to be filed
by the Holding Company with the Registrar Of Companies, Tamil Nadu and Andaman at Chennai
and Securities and Exchange Board of India.

4. The Statement is prepared based on information available with the Management of the Company
and there is no assurance that:

i. the Company will continue to obtain these benefits in future.


ii. the conditions prescribed for availing the benefits have been / would be met with; and
iii. the revenue authorities / courts will concur with the view expressed herein.

5. The above views are based on the existing provisions of law and its interpretation, which are subject
to change from time to time.

6. The Statement sets out the provisions of law in a summarized manner only and is not a complete
analysis or listing of all potential tax consequences of the purchase, ownership, and disposal of
shares.

For and on behalf of Board of Directors of

Tenneco Automotive India Private Limited

R.C. Subramaniam
Managing Director

192
Annexure III

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO TENNECO AUTOMOTIVE INDIA


PRIVATE LIMITED UNDER THE APPLICABLE INDIRECT TAX REGULATIONS IN INDIA

Outlined below are the special tax benefits available to Tenneco Automotive India Private Limited (the
“Company”) under Central Goods and Services Tax Act, 2017 (read with Central Goods and Services Tax Rules,
circulars, notifications), Integrated Goods and Services Tax Act, 2017 (read with Integrated Goods and Services
Tax Rules, circulars, notifications), respective State Goods and Services Tax Act, 2017 (read with respective State
Goods and Services Tax Rules, circulars, notifications), Customs Act, 1962 (read with Customs Rules, circulars,
notifications), Customs Tariff Act, 1975 (read with Customs Tariff Rules, circulars, notifications), Foreign Trade
(Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2023), Gujarat Industrial Policy, 2015
(collectively referred as "Indirect Tax Regulations"), presently in force in India.

A. Special tax benefits available to the Company under the Indirect Tax Regulations in India

1. Benefits under The Foreign Trade (Development and Regulation) Act, 1992 (read with relevant Foreign
Trade Policy)

i. Remission of duties and taxes on Exported Products (RoDTEP)

Remission of duties and taxes on Exported Products (RoDTEP) scheme has replaced Merchandise Export from
India Scheme (MEIS). Under the scheme, rebate of duty and taxes which is not refunded under any other scheme
will be given in the form of duty credit/electronic scrip. The scheme was notified from 1 January 2021 with the
intention to boost exports. The rate of duty of remission for the products under RoDTEP scheme has been notified
by the Government of India and it ranges from 0.5 percent to 4 percent. The Company is currently availing benefit
under this scheme.

2. Benefits under the Central Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act,
2017, Integrated Goods and Services Tax Act, 2017 (read with relevant Rules prescribed thereunder)

Under the GST regime, all supplies of goods and services that qualify as exports of goods or services are zero-
rated supplies.
There are two mechanisms for claiming a refund of accumulated ITC against export. Either person can export
under Bond/ Letter of Undertaking (LUT) as zero-rated supply and claim refund of accumulated Input Tax Credit
or a person may export on payment of integrated Goods and Services Tax and claim refund thereof as per the
provisions of Section 54 of Central Goods and Services Tax Act, 2017.
Thus, the GST law allows the flexibility to the exporter (which will include the supplier making supplies to SEZ)
to claim a refund upfront as integrated tax (by making supplies on payment of tax using ITC) or export without
payment of tax by executing an LUT and claim refund of related ITC of taxes paid on inputs and input services
used in making zero rated supplies.

3. Benefits under the Scheme for Incentive to Industries issued under the Gujarat Industrial Policy, 2015

Investment Promotion Subsidy:

Sanand Plant: Based on the Provisional Eligibility Certificate (PEC) issued under Scheme for Incentive to
Industries, Government of Gujarat, the Company is eligible for claiming benefit under Investment Promotion
Subsidy scheme. As per the scheme, the Company can claim benefit up to certain level of investment made during
the investment period, as determined in PEC. The said incentive is claimed in the form of “Refund of Gross SGST
paid to the Government” for a maximum period of 10 years beginning from 12th April 2019 to 11th April 2029.

Notes:

1. This Annexure sets out only the special tax benefits available to the Company under the Indirect Tax
Regulations, presently in force in India.

193
2. The special tax benefits are dependent on the Company on fulfilling the conditions prescribed under the
relevant provisions of the Indirect Tax Regulations. Hence, the ability of the Company to derive the tax
benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the
Company may or may not choose to fulfil.

3. The special tax benefits discussed in the Statement are not exhaustive and is only intended to provide
general information to the investors and hence, is neither designed nor intended to be a substitute for a
professional tax advice. In view of the individual nature of the tax consequences and the changing tax
laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax
implications.

4. The Statement is prepared on the basis of information available with the Management of the Company
and understanding of the specific activities carried out by the Company and there is no assurance that:

a. The Company will continue to obtain these benefits in future;

b. The conditions prescribed for availing the benefits have been/ would be met with; and

c. The revenue authorities / courts will concur with the view expressed herein.

5. The above views are basis the provisions of law, their interpretation and applicability as on date, which
may be subject to change from time to time.

6. The Statement sets out the provisions of law in a summarized manner only and is not a complete analysis
or listing of all potential tax consequences of the purchase, ownership, and disposal of shares.

For and on behalf of the Board of Directors of

Tenneco Automotive India Private Limited

R.C. Subramaniam
Managing Director

Place: Pune
Date: 16 October 2025

194
SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Industry assessment for Clean Air systems, Ignition systems, Bearings, Sealings, Shock Absorbers & Struts and
Aftermarket for Ignition, Bearings, Sealings and Shock Absorbers & Struts” dated October, 2025 (the “CRISIL
Report”) prepared and issued by CRISIL, which has been commissioned by and paid for by our Company
exclusively in connection with the Offer for the purposes of confirming our understanding of the industry in which
we operate. Neither we, nor the BRLMs, nor any other person connected with the Offer has independently verified
any third-party statistical, financial and other industry information in the CRISIL Report. Unless otherwise
indicated, all financial, operational, industry and other related information derived from the CRISIL Report and
included herein with respect to any particular year, refers to such information for the relevant year. The data
included herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes
of presentation. For further details and risks in relation to the CRISIL Report, see “This Red Herring Prospectus
contains information from an industry report, prepared by an independent third-party research agency,
CRISIL, which we have commissioned and paid for purposes of confirming our understanding of the industry
exclusively in connection with the Offer and reliance on such information for making an investment decision
in the Offer is subject to certain inherent risks.” on page 114. A copy of the CRISIL Report is available on the
website of our Company at https://tennecoindia.com/industry-report/.

Unless otherwise stated, in the context of the information derived from the CRISIL Report and included herein
references to years and CY shall refer to calendar years ended December 31 of that year and references to Fiscal
or FY are to the fiscal year ended March 31 of that year.

Macroeconomic Overview of the Global & Indian Economy

Overview of the Global Economy

Review and Outlook of Global GDP

Global economic growth remained rangebound during CY2024 with several large economies showing resilience
despite geopolitical tensions, high interest rates and the growing intensity of extreme weather events. Further
tightening of financial conditions also challenged global trade and industrial production in CY2024.

However major policy shifts are resetting the global trade system and bringing uncertainty to the resilient global
economy. The outlook for global trade has declined sharply due to surge in tariffs and trade policy. The new tariff
measures by the United States and countermeasures by its trading partners may have adverse impact on economic
growth and inflation. The sudden rise in trade tension and high level of policy uncertainty is expected to have a
notable impact on global economic activity. In turn, the global growth pace is projected to decline in CY2025.

Global growth is expected to decline at 3.0% in CY2025 compared to 3.3% in CY2024. Growth in advanced
economies is projected to slow on account of greater policy uncertainty, trade tensions, and softer demand
momentum. Growth in advanced economies is projected to be at 1.5% in CY2025 and 1.6% in CY2026. The US
economy expected to slow down to 1.9% in 2025 compared to 2.8% in CY2024, due to higher tariffs and cut
down in government spendings. In Euro area marginal growth is expected,1.0% in CY2025 compared to 0.9% in
CY2024.

In emerging markets and developing economies, growth is expected to slow down to 4.1% in CY2025 compared
to 4.3% in CY2024, with significant downgrades for countries affected most by recent trade measures. The growth
outlook for China has been revised upward to 4.8% a significant increase of 0.8% from the previous estimates of
IMF. This upward revision is driven by the country’s better than expected performance in the first half of
CY2025as well as substantial reduction in tariffs between the US and China which has boosted economic activity.

The growth outlook is more stable for India despite global environment uncertainty and subdued growth. The
growth is projected to be at 6.4% in CY2025 compared to 6.5% in CY2024. The steady expansion of the economy

195
is supported by private consumption, particularly in rural areas. India has emerged as the fastest growing major
economy outpacing the growth of major countries to become the world’s fourth largest economy in fiscal 2025.

GDP growth (% y-o-y) of key economies

9.2
7.6

6.5

6.5
6.4

6.4
5.4

5.0
4.8

4.8

4.2
3.5

3.4
3.1

2.9

2.8
2.5

2.1
2.0
1.9
1.4

1.4

1.4
1.2

1.2
1.1

1.1
1.0
0.9

0.9

0.7
0.5

0.5

0.5
0.4

CY2022 CY2023 0.2


CY2024 CY2025E CY2026P CY2030P
United States UK Euro area Japan China India

Note: On Calendar Year (CY) basis


* The Euro area comprises 19 member countries of the EU
Source: International Monetary Fund (IMF); World Economic Outlook (WEO) – July 2025 update, Crisil Intelligence

Review and Outlook of Inflation in Key Economies

The global inflation rate is expected to decline to 4.2% in CY2025 and 3.6% in CY2026, largely consistent with
IMF previous estimates. This decline is driven by weakening demand and decreasing energy prices. In advance
economy, inflation expected to decline by 2.4% in CY 2025 compared to 2.8% in CY2024. However, for the
United States inflation rose to 2.9% in CY2025 compared to 2.4% in CY2024.In the US, tariffs are expected to
gradually impact consumer prices leading to higher inflation in the second half of CY2025 however, these tariffs
will have a dampening effect on inflation in the other regions. Inflation is projected to be above 2% target until
CY 2026. Whereas the euro area is likely to see more moderate inflation due to factors such as currency
appreciation and one-time fiscal measures. In emerging and developing Asia the inflation rose to 2% in CY2025
compared to 1.6% in CY2025. In China the headline inflation relatively stable while core inflation expected to
rise slightly to 0.5% in CY2025 and 0.8% in CY2026 driven by recent higher than expected record and reduced
tariffs.

The inflation outlook at the overall level has posed significant challenges and subject to high uncertainty,
particularly the recently imposed tariffs across countries. Tariffed countries face a negative demand shock as
export demand diminishes, exerting downward pressure on prices. Trade uncertainty adds to the layer of demand
shocks while households postpone investment and spendings and this effect is boosted by tighter financial
conditions and increased exchange rate volatility.

The global economy is expected to slow down due to increased US tariffs, which will reduce demand for exports,
and impacting the global growth. Global growth is expected to decline to 3.0 % in CY2025 from 3.3% in CY2024.

Consumer price inflation (year-on-year, %)

Jan-25 Feb-25 Mar-25 April-25 May-25 June-25 July-25


US 3.0 2.8 2.4 2.3 2.4 2.7 2.7
UK 3.0 2.8 2.6 3.5 3.4 3.6 3.8
Euro area 2.5 2.3 2.2 2.2 1.9 2.0 2.0
Japan 4.0 3.7 3.6 3.5 3.4 3.2 3.1
China 0.5 -1.4 -0.2 -0.4 -0.4 -0.1 -0.5
India 4.2 3.6 3.3 3.1 2.8 2.1 1.5
Source: Statistical Bureau, respective countries

196
Overview of the Indian Economy

Review of GDP growth over fiscals 2019-2025 and Outlook for fiscals 2026-2030

India ranks as the world’s 4th largest economy and is the fastest growing among major economies. The Indian
economy logged 4.3% CAGR between fiscals 2019 and 2024. Economic growth was supported by benign crude
oil prices, soft interest rates and low current account deficit. The Indian government also undertook key reforms
and initiatives, such as Saptarishi priorities focused on infrastructure, green growth, and youth empowerment
financial inclusion initiatives, and gradual opening of sectors such as retail, e-commerce, defense, railways, and
insurance for foreign direct investments (FDIs).

Growth surpassed forecasts in fiscal 2024, driven by strong government spending and a sharp rise in
manufacturing and construction growth. Globally, growth in major economies such as the US and China beat
estimates and has contributed to better export earnings for India.

According to the National statistics Offices (NSO) second advance estimates (SAE) projects India’s real gross
domestic product (GDP) growth at 6.5% for the fiscal 2025, slightly higher than first advance estimates.

The real GDP grew 7.8% in the first quarter of fiscal 2026 from 7.4% in the fourth quarter of fiscal 2025 and
6.5% in the corresponding quarter of fiscal 2025. Following a sluggish pace in fiscal 2024, private consumption
picked up in fiscal 2025.The upward trend expected to continue with private consumption anticipated to outpace
GDP growth in fiscal 2026.

Crisil Intelligence expects GDP growth 6.5% in fiscal 2026 owing to slower global growth led by tariff tensions
and increase the uncertainty on investment and spending decision by businesses and households. India’s goods
exports are expected to be directly impacted due its trade agreement with the US; however, services exports are
expected to be resilient considering domestic drivers would support growth momentum.

India’s GDP growth trend and outlook

CAGR CAGR
300 FY19-FY24: 4.4% 12.0%
FY25-FY29: 6.5-7.5%
9.7% 9.2%
8.0% 8.3% 7.6%
250
6.8% 6.5% 6.5% 6.5%
7.0%
200 3.9%
INR Tillion

GDP (%)
150 2.0%

100
-3.0%
190-210

255-265

50 -5.8%
177
105

114

123

131

140

145

137

150

162

188

0 -8.0%
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26E FY30P

GDP at constant (2011-12) prices GDP(% y-o-y)

Note: FY26E- E Estimated P – projected


Source: National Statistical Office (NSO), IMF, Crisil Intelligence estimates

Near-term Review and Outlook on GDP

India transition to the world’s fourth largest economy and fastest growing among major economies has been on
the back of services, industry and agriculture sectors thriving.

197
Outlook on GDP

After a strong GDP growth in the past three fiscals, GDP growth is expected to remain steady at 6.5% in fiscal
2025 however risks given the global turmoil. GDP growth was at a five-quarter high of 7.8% in the first quarter
of fiscal 2025 compared to 7.4% in fiscal 2024 for the same period. The nominal GDP growth slowed to 8.8%
from 10.8% As inflation eased and borrowing costs decreased, it gave significant boost to consumer spending.

Domestic private consumption growth strengthened despite a high base effect, boosting both manufacturing and
services. Higher government spending in the first quarter contributed to a sharp rise in government consumption
expenditure and healthy fixed investment growth. Export growth was fueled by the front-loading of goods
exported in anticipation of higher US tariffs. On the supply side, gross value added (GVA) rose 7.6% from 6.8%.
Services and manufacturing saw a significant rise in growth. A lower deflator benefited both these sectors.

Growth in mining, construction and electricity slowed due to an early onset of the southwest monsoon. Agriculture
growth softened compared to the previous quarter but stayed at its quarterly decadal trend.

The tariffs, a global trade slowdown and geopolitical uncertainties are expected to have a non-uniform impact on
the Indian economy. Consumer demand – buoyed by healthy rural incomes, lower inflation and interest rates, and
government’s tax relief – is expected to remain robust and support overall GDP growth, while healthy government
investment spending should continue to provide buffer. Private consumption accounts for a greater share of India’s
GDP around 56.5% in fiscal 2025 compared to gross exports 21.6% for the same period. However, in the absence
of an India-US trade deal, some export-oriented sectors expected to witness major impact, including labour-
intensive sectors such as textiles, gems and jewelry and seafood. Specifically, the micro, small and medium
enterprises sector faces formidable challenges.

Crisil Intelligence expect GDP growth to improve to 6.5% in fiscal 2026 with downside risks. The tariff moves
and shifting global supply chains will keep domestic private corporate sector investment cautious in the fiscal
2026.However tailwinds are expected to support growth in India. A healthy monsoon, benign inflation, the
Reserve Bank of India’s (RBI) rate cuts, and tax relief by government are expected to strengthen domestic
consumer demand.

India to remain a growth outperformer globally.

Despite slowdown in the near term, India’s growth is expected to outperform over the medium run. Crisil
Intelligence expects GDP growth to average 6.7% between fiscals 2025 and 2030, compared with 3.3% globally
as estimated by the IMF.

198
India is one of the fastest growing emerging economies (GDP growth, % year-on-year)

6.6

3.4 3.3 3.8 3.6 3.6 3.5 3.3


2.9 3.0 3.1

-2.7
CY2015 CY2016 CY2017 CY2018 CY2019 CY2020 CY2021 CY2022 CY2023 CY2024 CY2025E CY2026P

China, People's Republic of India Japan United Kingdom United States World

E: estimated; P: projected
Note: GDP growth based on constant prices
Source: IMF (World Economic Outlook – July 2025 update), Crisil Intelligence

Key factors impacting the business environment

• Strong domestic demand is expected to drive India’s growth over peers in the medium term.
• Medium-term growth is anticipated to be bolstered by increased capital spending on infrastructure and
asset development projects, leading to enhanced growth multipliers.
• The government's future capital expenditures are expected to be supported by factors such as tax
buoyancy, simplified tax structures with lower rates, tariff structure reassessment, and tax filing
digitization.
• Investment prospects are optimistic, given the government’s capex push, progress of Production-Linked
Incentive (PLI) scheme, healthier corporate balance sheets, and a well-capitalized banking sector with
low non-performing assets (NPAs).

GST reforms to accelerate consumption and support domestic sales

• The Government of India has revamped the Goods and Services Tax (GST) structure with three slabs
of 5%, 18% and 40%.
• In the automobile industry, electric vehicles will continue to be taxed at 5%, while other segments
have undergone a rate revision to either 18% or 40% (see tables below)

Table 1: Consumption driven goods

Old GST New GST


Category Items
Rate rate
Air Conditioners, Dishwashing Machines, TVs 28% 18%
Consumer Electronics
over 32 inches, Monitors, Projectors
Packaged namkeens, Sauces, Pasta, Instant 12% 5%
Food Items Noodles, Chocolates, Coffee, Preserved Meat,
Cornflakes, Butter, Ghee, etc.
Packaged namkeens, Sauces, Pasta, Instant 18% 5%
Food Items Noodles, Chocolates, Coffee, Preserved Meat,
Cornflakes, Butter, Ghee, etc.

199
Old GST New GST
Category Items
Rate rate
Hair oil, soap bars, shampoos, toothbrushes, 12-18% 5%
Daily usage items toothpaste, tableware, kitchenware, other
household articles, etc.
Note: Green colour shade indicates positive impact; Red indicates negative impact
Scale of impact indicates positive/negative impact on the demand of CV segments mentioned in the subsequent column.
Source: Press release document by MoF dated 3rd Sep 2025

• Lower GST on consumer goods, food, and daily-use items to reduce expenditure for households,
leaving them with more money to spend. This is likely to boost overall consumption, especially in
price-sensitive rural and semi-urban areas.
• Higher demand for essentials will increase goods movement, which will benefit SCVs and LCVs
for last-mile deliveries and ICVs for mid-mile distribution.

Table 2: Primary /bulk goods

Old GST New GST


Category Items
Rate rate
Cement and other construction 12% 5%
Marble and travertine blocks, Granite blocks
materials
Portland cement, aluminous cement, slag cement, 28% 18%
super sulphate cement and similar hydraulic
cements, whether or not colored or in the form of
clinkers
Sand lime bricks or Stone inlay work 12% 5%
5% 18%
Coal: briquettes, ovoid’s and similar solid fuels
Coal/Lignite and derived fuels manufactured from coal

Lignite, whether or not agglomerated, excluding jet 5% 18%


Source: Press release document by MoF dated 3rd Sep 2025

• The reduction in GST on cement and other construction materials will lower project costs, make
infrastructure and build projects more affordable. This is likely to boost construction activity across
urban and semi-urban areas.
• On the other hand, higher GST on coal and lignite may increase raw material production costs. As
a result, M&HCV (cargo) and Tippers may witness moderate change/increase in freight volumes.

Table 3: Others

Category Items Old GST Rate New GST rate


Tractors, harvesters, sprinklers, 12% 5%
Agriculture
drip systems, pumps
Source: Press release document by MoF dated 3rd Sep 2025

• The reduction in GST on agricultural inputs such as seeds, fertilizers, and farm equipment will lower
costs for farmers, improving affordability.
• Lower GST on medical, healthcare, and insurance services will reduce household expenses on essential
services, effectively increasing disposable income.
• This is likely to moderately increase consumption, hence support demand for SCV, LCV, and ICV
segments.

Table 4: GST for vehicle pricing

Category Old GST Rate New GST rate


Buses 28% 18%
Light commercial vehicles (LCV) - 28% 18%
Goods
Medium and heavy commercial 28% 18%
vehicles (MHCV) – Goods
Source: Press release document by MoF dated 3rd Sep 2025

200
• Prices for LCVs, MHCVs and buses will reduce by about ~7.8%. However, it does not consider any
pass-through that may happen from automotive component manufacturers to original equipment
manufacturers (OEMs) in the form of GST reduction as all automotive components have been brought
under the ambit of 18%.
• From a domestic sales perspective, in fiscal 2026, CVs may see flat-to-marginal-positive growth.

Category Criteria Old GST Rate New GST rate


Small Cars Engine less than equal to 1,200 cc
28% + 1% cess 18%
(Petrol/LPG/CNG) & length less than equal to 4m
Small Cars (Diesel/Diesel- Engine less than equal to 1,500 cc
28% + 3% cess 18%
hybrid) & length less than equal to 4m
Larger/Luxury Engine greater than 1,500 cc & 28% + compensation
40%
Cars/SUVs/Big Cars length more than 4m cess (variable)
Source: PIB.gov published on 8th Sept 2025

• By reducing the effective rate on small cars to 18% and capping larger vehicles at 40%, the government
has simplified what was earlier mix of GST plus compensation cess.
• No more cess on any of these car categories. The compensation cess (which added up significantly in
luxury/large vehicle segment) is removed under the new structure .

Potential Impact of US tariffs

India’s share of global merchandise exports doubled to 1.8% in fiscal 2023 from 0.9% in 2005. However, the
global economy is undergoing significant challenges due to slowing international trade and rising geopolitical
tensions. The recent tariffs imposed by the US, as well as potential counter measures from affected countries, are
likely to significantly impact global trade patterns. Specifically, the US has introduced an additional 25% tariff
on Indian goods, effective 21 days from August 6, 2025, citing India's ongoing purchase of Russian oil. This new
tariff adds to the existing 25% tariff announced on July 31, 2025, resulting in a total additional tariff of 50% on
Indian products.

Despite the challenging trade environment, India remains engaged to strengthening its bilateral relationships.
From a global trade perspective, the US market is significantly larger and more crucial for export opportunities
compared to the countries with which India has recently signed trade agreements. To put this into perspective,
India's trade deals with the UAE, Australia, and the UK, signed over the past three years, collectively account for
around 6% of global merchandise trade. In contrast, the US constitutes 14% share of worldwide merchandise
imports. Moreover, the US is a vital market for India's exports, share approximately 20% of India's total
merchandise exports in the fiscal year. Between fiscal 2021 and 2025, India's merchandise exports to the US grew
at a remarkable 14% CAGR, outpacing the overall export growth rate of 11% CAGR.

The recent shift in US trade policy, including the imposition of a 50% tariff on Indian goods, is expected to have
a profound impact on key manufacturing sectors such as textiles, leather, gems and jewelry, and marine products.
However, certain sectors like pharmaceuticals, smartphones, energy, and specific chemicals are currently exempt
from these additional tariffs. We believe that this steep tariff may be a negotiating tactic, and the final tariffs
agreed upon could be lower. For example, in April 2025, the US initially imposed a 145% tariff on Chinese goods
however eventually settled on a significantly lower rate of 34% ad valorem duty and 20% additional duty, totaling
54%. This suggests that there may be room for negotiation and a potential reduction in tariffs.

The tariff shock over the past three months has added to the uncertainty, putting investments on hold in the short
term as corporates await certainty and stability on tariffs to gauge their ultimate impact. To mitigate the potential
impact of US tariffs on its exports, India could harness the benefits of the recently concluded India-UK trade deal,
apart from accruing benefits from other free trade agreements (FTAs; with Australia and the UAE). As for the
India-UK Comprehensive Economic and Trade Agreement (CETA), it is yet to be ratified, so the benefits are
likely to materialize only after a few months.

India-UK Trade Agreement

With India and the UK inking the CETA on July 24, 2025, trade opportunities for domestic companies in the
manufacturing and services sectors are set to increase. The UK alone accounts for 3% share of world merchandise
imports compared with a combined 2% share in the case of Australia and the UAE, with which India signed trade

201
deals in 2022. Specifically, the total goods and services trade between the UK and India was over $45 billion in
2024, with India's exports to the UK at ~$28 billion and imports from the UK at ~$18 billion.

Highlights of the agreement

• Bilateral trade to increase by $30 billion annually by 2040.


• The agreement eliminates tariffs on 99% of Indian goods for the UK market.
• India applies Tariff rate Quotas (TRQs) to sensitive high value goods.

Under the CETA, India has granted the UK access for 12,540 commodities. Of these, an impressive 62% of tariff
line items are duty-free from the first day of implementation. This moves underscores India’s commitment to
opening its market while still protecting critical domestic sectors. Key commodities benefiting from this
immediate duty-free access are products of plant and animal origin, marine products and a wide range of
chemicals. The tariffs on imports of gin and scotch from the UK will halve from 150% on day one and eased to
40% from year 10 onwards. For many other alcoholic beverages, the duty will reduce to 110% from the current
150% and continue to be lowered in nine equal slabs from next year. After 10 years, the duty will stand at 75%.
UK car manufacturers will benefit from reduction in tariffs to 10% from up to 110%, starting with internal
combustion engine cars and transitioning to electric vehicles and hybrids. Prior to the CETA, India's applied most
favored nation (MFN) tariffs on imports of UK goods were relatively high, at a trade-weighted average of ~16%
across all tariff lines. This agreement will reduce that to 4-5%.

As for India, the UK has granted access to nearly 99% of Indian goods, with 80% of the goods covered duty-free
from the day of implementation. The immediate elimination of tariff dramatically improves the competitiveness
of Indian exports in the UK market, with pharmaceuticals, gems and jewellery, and textiles among the biggest
winners. For Indian imports, the UK's MFN applied tariffs will fall from a trade-weighted average of 2% to almost
0%, with gains to sectors such as textiles outpacing overall export growth from India to the UK. For reference,
prior to the CETA, India’s apparel sector faced a duty disadvantage of ~10%, which posed challenges for exporters
in sustaining their order books. As a result, many core products that were previously produced in India shifted to
Bangladesh and other manufacturing destinations. However, with the current agreement, India now has a level
playing field.

Impact on the Auto Industry due to US tariffs and UK FTA

• The US tariffs are more of a slowdown in the short to medium term: they can disrupt export revenues,
force reconfiguration of supply chains, and squeeze margins.
• The UK-India FTA is more of a medium to long-term opportunity: it lowers entry barriers, especially for
premium vehicles, but there are qualifications and gradual implementation that temper its immediate
effects. The FTA opens doors for Indian component makers and EV related firms to export to UK markets
under more favorable duty structures. For consumers, the FTA may bring down the cost of imported
luxury/premium/UK-manufactured cars gradually.

Key factors in the budget 2025-26 that can influence medium to long-term growth:

• Stronger Consumption Support: Tax relief measures and enhanced allocations for welfare programs like
PMAY, PMGSY and MGNREGS (Mahatma Gandhi National Rural Employment Guarantee Scheme) to
boost demand and economic activity. Recently there was a key announcement made during the union
budget 2025-26 in February 2025 pertaining to direct taxes. As per the new tax regime, no income tax
payable up to the annual income of Rs 12.75lakh and a new tax bracket subject to 25% tax added to 20-
24Lakh income tax slab.
• Sustained Infrastructure Investment: Increased funding for roads, highways, railways, and urban
development, driving long-term growth and job creation.
• Government-Led Capital Expenditure: Continued high Capex allocation supporting various industries.
• Employment & Skilling Initiatives: Allocations for new employee generation schemes, vocational
training, and opening of ‘centre of excellence’ will enhance workforce productivity and help in skilling
the youth of the country.
• Push for Innovation & Industrial Growth: Increased R&D funding, incentives for EVs and electronics
manufacturing, and export promotion to strengthen India's global competitiveness.

202
Lowering supply chain dependency on China

India including other nations are actively pursuing strategies to reduce supply chain dependency on China in the
wake of pandemic and growing geo-political tensions.

This includes diversifying the supply chain by sourcing inputs from various countries with a goal of reducing the
risk of relying on a single country. Furthermore, India is also trying to strengthen the domestic manufacturing
environment through various policy initiatives. Key strategies adopted by India to diversify the supply chain
includes:

Foreign investments: India is attracting multi-national companies those who are actively seeking to diversify
their manufacturing bases away from China. Government is aiding these companies in terms of tax benefits and
incentive schemes. India has also published new policies on FDI to attract investments from various countries
across sectors.

• Domestic manufacturing: Government is pushing domestic companies to develop products locally and
bring certain level of localization in the products, thereby reduce dependence on China. This involves
introduction of initiatives and schemes like Make in India, Atmanirbhar Bharat, China plus one, PMP and
PLI.
• Trade diversification: India is actively engaging in trade pacts and FTA to diversify their trade partners.
Strengthening trade ties with developing and developed economies offers alternatives to souring goods and
technology.

To reduce the dependency on China and prepare for potential future supply chain challenges, 14 nations under
the Indo-Pacific Economic Framework (IPEF), including the United States, Japan, and India, have reached an
agreement aimed at augmenting supply chain resilience and diversification. The agreement involves sharing
information with each other and coordinating responses during the time of crises. Under the agreement, the
participating countries would establish an IPEF supply chain council, supply chain crisis response network, and
labor rights advisory network that will provide a framework to strengthen supply chains and prevent potential
disruptions.

Driven by geopolitical shifts and rising tariffs, several MNCs are investing heavily in India to diversify production
and build it as an export base,

• Apple now manufactures about ~14% of its iPhones in India, aiming 26% within a few years, via partners
like Foxconn and Tata electronics.
• Walmart has boosted sourcing from India across categories like toys, apparel and electronics.
• Vietnam based Vinfast has planned to invest Rs 4,000 crore in the next 5 years and have started construction
of their EV manufacturing facility in Tamil Nadu.

Together, these points highlight India’s growing strength as a global manufacturing and export hub.

Atmanirbhar Bharat Campaign

Atmanirbhar Bharat Abhiyan or the self-reliant India campaign was launched in May 2020 amid the Covid-19
pandemic, with a special and comprehensive economic package of INR 20 trillion, equivalent to 10% of the
country’s GDP.

The scheme was launched with the primary intent of fighting the pandemic and making the country self-reliant
based on five pillars: economy, infrastructure, technology-driven system, demography, and demand. The stimulus
package announced by the government under the scheme consisted of five tranches, intended to boost businesses,
including Micro, Small and Medium Enterprises (MSMEs), help the poor (including farmers), boost agriculture,
expand the horizons of industrial growth, and bring in governance reforms within the country.

PLI scheme provides boosts to industrial investments in the short-to-medium term.

The PLI scheme’s primary objective is to make manufacturing in India globally competitive by removing sectoral
obstacles, creating economies of scale and ensuring efficiency. It is designed to create a complete component
ecosystem in India and make the country an integral part of the global supply chain. The PLI scheme is a time-
bound incentive scheme by the government which rewards companies in the 5-15% range of their annual revenue

203
based on the companies meeting pre-decided targets for incremental production and/or exports and capex over a
base year. The stronger-than-expected pick-up in demand and larger companies gaining share over smaller
companies led to revival of capex in fiscal 2022. The rise in fiscal 2024 was on account of the expansion plans
underway by India Inc.

In Budget 2025-26, government has increased its allocation to the PLI scheme to ~ Rs. 17,517 crores for fiscal
2026, aimed at driving growth across industries and enhancing competitiveness. Capex is expected to peak in the
next two fiscals, followed by incentive payouts, which will support the growth of Indian businesses and reduce
import dependence.

Budgeted incentives for each sector under the PLI scheme in budget 2025-26

FY26 Budget Estimates


Sector Segment
(INR Crore) *
Advance chemistry cell (ACC) battery 156
Automobile 2,975
Automobiles and auto components 2,819
Source: Budget Document 2025-26, Crisil Intelligence

Urban Population growth metrics

According to United Nations Population Division (World Urbanization Prospects: 2018 Revision) urban
population constituted 36% of the total population in India in CY2023, which had increased by 14% in the
previous 10 years. The urban population accounted for approx. 519 million people in CY2023, already the second
largest urban community in the world. India's urban population is projected to be 675 million in 2035, which will
be ~43% of the overall Indian population. In the interim, the urban population is expected to be approximately
542 million in 2025 and 607 million in 2030. According to the Economic Survey 2023-24, it is expected that by
2030, more than 40 percent of India's population will live in urban areas.

Rise of the Middle Class

As per Crisil estimates, India’s GDP is expected to grow ~6.7% between FY25 - FY31 to make it the third largest
economy with a GDP inching closer to USD 7 trillion and lift per capita income to the upper middle-income
category. By fiscal 2031, India’s per capita income will rise to ~USD 4500, thereby making it an upper middle-
income nation. (As defined by World Bank, lower middle-income countries are those with per capita income of
USD 1,000 to USD 4,000 and upper middle-income countries are those with per capita income of above USD
4,000 to ~USD 12,000)

As per PRICE ICE 360° survey report, India is poised for significant economic growth, by 2047 if political and
economic reforms yield the desired outcomes. With a projected conservative annual growth rate of 6-7%, the
country could see substantial increases in average annual household disposable income.

By the end of this decade, the demographic structure of the country will shift from an inverted pyramid, which
represents a small wealthy class and a large low-income class, to a rudimentary diamond shape. In this new
structure, a significant portion of the low-income class will transition to the Middle Class. Consequently, the
income distribution will feature a small lower layer comprising the Destitute and Aspirer groups, a substantial
Middle Class, and a sizable wealthy Rich layer at the top by end of the decade. The growth rate of the population
is notably higher for the upper income groups compared to the lower income groups. In fact, the growth rate for
the lowest income groups may even be negative.

204
India’s Income Pyramid

Note: *: Annual household income at 2020-21 prices


Source: ICE 360 survey PRICE, Crisil Intelligence

Rural income growth numbers

The average monthly income of households saw a substantial rise of 57.6% over a five-year period, increasing
from Rs. 8,059 in 2016-17 to Rs. 12,698 in 2021-22. This indicates a nominal compound annual growth rate
(CAGR) of 9.5%.

The annual average financial savings of households increased to Rs. 13,209 in 2021-22 from Rs. 9,104 in 2016-
17. Overall, 66% of households reported saving money in 2021-22, compared to 50.6% in 2016-17. Rural
households have experienced notable improvements in income, savings, insurance coverage, and financial
literacy.

Review and outlook of Indian Passenger vehicle industry

Review of Indian domestic PV industry (fiscal 2020 to Q1 2026)

Between fiscals 2020 and 2023, India’s domestic PV sales clocked 12.1% CAGR. From the low base of fiscal
2021, PV sales bounced back and grew healthily to reach a historic high of 4.2 million vehicles in fiscal 2024,
registering a CAGR of 16%.

205
Review of domestic PV sales volume

CAGR FY20-25:
9.4%

CAGR FY20-23: 12.1% CAGR FY23-25:


5.4%

4.2 4.3
3.9

3.1
Million units

2.8 2.7

1.0

FY20 FY21 FY22 FY23 FY24 FY25 Q1 FY26

Source: SIAM, CRISIL Intelligence

In fiscal 2023, the PV industry grew 27% y-o-y, more than double the rate 13% y-o-y witnessed in fiscal 2022.
The orderbooks of auto OEMs were further supported by several new launches in the growing SUV category,
which saw higher traction. Facelifts of existing models and easing supply of semiconductors also helped. In fact,
overall wholesale volumes reached a historic high of 3.9 million units in the fiscal.

Fiscal 2024 marked the third year of consecutive growth in PV industry by recording 8% growth. This growth
was over a high base of fiscal 2023. During the year, the orderbooks of auto OEMs were further supported by a
plethora of launches in the growing UV (Utility vehicles) category, which had witnessed high traction, along with
multiple facelifts of existing models and easing semiconductor supplies that drove record sales in each quarter in
fiscal 2024. The overall wholesale volumes settled at ~4.2 million units in fiscal 2024.

During fiscal 2025, growth momentum of the industry continued, albeit at a slower pace, backed by the continued
traction for the SUV segment, intermittent launches and improvement in disposable income. On the high base of
fiscal 2024, the industry grew 2.5% in fiscal 2025 to hit a record 4.3 million units in fiscal 2025.

The domestic sales in Q1 of fiscal 2026 reached 1.01 million units, a marginal decrease of 1.4% compared to Q1
of fiscal 2025. UV segment grew by 3.8% and continued to dominate contributing around 66% of overall PV
sales while hatchback segment saw significant decline by 11.2%.

Segmental shifts amidst premiumization

Based on body types, PVs in India are broadly classified into hatchbacks, sedans, SUVs, multipurpose vehicles
(MPVs) and vans. Traditionally, domestic vehicle buyers have been cost conscious, with fuel efficiency and initial
vehicle buying cost being the two key factors influencing the decision-making. Hence, the hatchback segment
had been leading PV sales over the years primarily because of the lower ticket size and lower running costs,
making them affordable to the average Indian customer.

However, with a growing share of younger buyers with global exposure, there is an increasing awareness and
preference towards other parameters such as driving experience, safety, advanced features aesthetics and comfort
especially considering India’s challenging road conditions, which are impacting the decision-making process. It
is one of the reason, customers are opting for more premium models for better comfort and ride experience. To
address this change, OEMs such as Tata Motors and Hyundai have started incorporating enhanced vehicle safety
in their recent launches. Several car makers have introduced advanced features in top variants and gradually
incorporated them in even the mid-level variants. Furthermore, rising disposable income has fueled growth in the
SUV segment.

206
Modern consumers in India are preferring mid-end or top end version of the vehicles moving away from the
traditional fuel-efficient budget friendly small cars towards higher priced feature loaded larger cars which offer
much more space, taller ride height, seamless connectivity, and improved performance. Further, there has been a
major shift in customer preference with the launch of compact and mid-size SUVs. The share of small cars reduced
over the last few years and share of SUVs increased. This was majorly driven by shift in consumer sentiments
towards newly launched feature rich vehicles in the SUV segment.

Over the last few years, OEMs have started introducing hybrid models into the market. For example, Toyota
launched Hycross and Urban Cruiser Hyryder, Maruti Suzuki launched Grand Vitara and Invicto, setting the stage
for hybrid cars in India. Also, OEMs are actively launching EVs in the domestic market. Some key models include
Tata Nexon, Tata Punch, MG ZS EV, MG Windsor, MG Comet and Hyundai Creta. Further, with the rise of EVs
and hybrids, modern vehicles have started adding semi-active suspension system to improve ride comfort and
overall handling. All these additional features have also aided the premiumization within the passenger vehicle
industry.

There has been a perceptible shift in customer buying behavior, with customers prioritizing vehicle experience
over costs and willing to pay a premium. They are also ready to accept longer waiting times for the desired vehicle.
More and more customers are now opting to buy mid-to-top level variants that fall within their budgets. The shift
towards premium vehicles is resulting in inter-segmental and intra-segmental shifts. As the market shifts towards
premium vehicles, SUVs and hybrids, the demand for higher technological requirements is expected to translate
to increased CPV, demand for high-performance products and critical components.

Note: Add-on technology-Advanced ride technologies in premium SUVs have started incorporating semi-active and electronic suspension

207
Segment-wise trends in the overall PV sales volume in India (FY2020-Q1 26)

million units
2.8 2.7 3.1 3.9 4.2 4.3 1.0
4.3% 3.9% 3.5% 3.4% 3.3% 3.1% 3.3%

34.6% 39.4%
48.6% 51.6%
59.9% 65.4% 66.6%
14.4% 10.9%
10.2% 10.5%
9.1% 1.5%
8.0%
46.7% 45.8%
37.6% 34.5%
27.7% 23.5% 28.6%

FY20 FY21 FY22 FY23 FY24 FY25 Q1 FY26

Small cars Large cars UVs Vans

Source: SIAM, CRISIL Intelligence

In fiscal 2019, the share of small cars, large cars, UVs, and vans were 46.9%, 18.8%, 28.9% and 5.4% respectively.

CAGR for segment-wise trends in the overall PV sales volume in India - fiscals 2020 to 2025

Small cars Large cars SUVs Vans


FY20-25 CAGR -4.6% -2.7% 24.2% 2.8%

Competitive OEM landscape

The domestic PV market is oligopolistic with a few players dominating the entire industry. Until fiscal 2025,
Maruti Suzuki was leading the PV industry in terms of domestic sales volumes followed by Hyundai. However
as of Q1 FY26, Mahindra is the second-largest contributor to domestic sales, closely followed by Hyundai and
Tata Motors. These four players together account for ~80% of the market.

208
Domestic market share of PVs by OEM

2.7 3.1 3.9 4.2 4.3 1.0


Million 2.8
Units
5.3% 4.5% 4.5%
8.7% 8.6% 8.5% 7.2%
2.4% 2.1% 1.5% 1.2%
3.9% 3.0% 2.8% 6.0% 6.6%
5.8%
3.1% 5.8% 6.1% 6.9%
4.1% 5.8% 7.2% 8.0%
3.4% 4.0% 4.5%
6.5% 5.7% 7.3% 9.2% 10.9% 12.9%
4.7% 15.1%
8.2%
12.1% 13.9% 13.6%
17.6% 12.9%
17.4% 12.3%
15.7% 14.6%
14.6% 14.0% 13.1%

51.3% 47.8% 43.4% 41.4% 41.8% 41.1% 39.1%

FY20 FY21 FY22 FY23 FY24 FY25 Q1FY26

MSIL Hyundai Tata Mahindra Toyota Kia Honda Others

Note:
• Others include MG, Renault/Nissan, Skoda, PCA. etc,
• Figures above the bars are sales volumes.
Source: Society of Indian Automobile Manufacturers (SIAM), CRISIL Intelligence

Changing powertrain mix in the Indian PV industry.

In fiscal 2025, the share of diesel powertrains in the retail industry slid to 18% and the share of petrol variants
contributes 58% in fiscal 2025. A shift in OEM focus from conventional fuel such as Petrol and diesel to CNG
vehicles is visible. Discontinuation of diesel models by a few OEMs such as Maruti with the onset of stricter
BSVI norms, exacerbated the situation for diesel vehicles.

Indian domestic passenger vehicle industry, which was completely dominated by the conventional fuels, has
witnessed fast acceptance of alternate fuels especially in the last 2-3 years. In fact, the share of CNG powertrain
more than doubled to 19.4% in fiscal 2025, EV share rose to 2.7% and the latest addition, strong hybrids share
reached 2.2%. The pace of growth continued for alternative fuel in Q1 fiscal 2026, with EV share reaching 4.1%
and strong hybrid reaching 2.7%, expanding their presence in the vehicle retails.

Going forward, CRISIL Intelligence expects the share of alternate fuel vehicles to witness a multi-fold growth
while the conventional fuel vehicle’s share will slide.

209
Powertrain-wise outlook of the industry

0% 0% 0% 1% 2% 2.2% 2.7%
0% 0% 1% 1%
7% 7% 8% 2% 2.7% 4.1%
11%
15% 14-16%
19% 20.0%
15-
20%

24-26%
93% 93% 91% 87%
81% 77% 73.2%

40-42%

FY20 FY21 FY22 FY23 FY24 FY25 Q1 FY26 FY30P

Conventional Fuels CNG BEV Strong Hybrid

Note: Strong hybrid: Vehicles having a combustion engine as well as an electric motor. The vehicle can be powered by the engine or the
battery, or by both simultaneously. The battery of the vehicle is charged by the combustion engine and not by an external power source.
Telangana & Lakshadweep retail data is not available on VAHAN.
Source: VAHAN, CRISIL Intelligence

This has also led to expansion of the CNG vehicle portfolio by players, especially in premium segments like
premium hatchbacks, compact SUVs and mid-size SUVs wherein they have announced future launches. This will
lend further incentive to CNG buyers.

Electrification is another trend witnessed in the Indian domestic passenger vehicle market in the last 2/3 years.
However, for EVs, range anxiety, limited charging infrastructure, import dependency on certain components,
higher import duties and underdeveloped local supply chain are some of the bottlenecks.

The recent entry of strong hybrid vehicles such as Maruti Suzuki Grand Vitara, Maruti Suzuki Invicto, Toyota
HyRyder, Toyota Hycross and Honda City have witnessed fast acceptance due to improved mileage,
environmental benefits coupled with absence of EV concerns like range anxiety, limited charging infrastructure,
etc. In the last 2 years, strong hybrid powertrains have grabbed 2% of the annual retail of the PV industry.

In the long-term horizon, CRISIL Intelligence projects higher traction for strong hybrids, further buoyed by
attractive hybrid offerings, OEM focus, infrastructure availability and government support.
Key regulatory/macroeconomic trends and domestic sales growth drivers

Vehicle penetration in India

The Indian PV market is one of the fastest growing in the world and ranked second in terms of annual sales (after
China) in 2023. However, Indian PV sector has historically seen significant periodic fluctuations in overall
demand. The market is highly underpenetrated. According to CRISIL Intelligence, car penetration of 27.5 per
1,000 people in India as of fiscal 2025 was significantly lower than that of developed countries and even emerging
economies such as Brazil, Russia, and Mexico, providing significant headroom for growth, especially given the
expected increase in disposable income, faster economic growth, younger population, and increased focus of
international OEMs. With penetration below the global average, India offers tremendous growth potential for
automobile manufacturers.

210
Car penetration by country in 2023

700.0 90.0
80.5
80.0
600.0
Cars per 1,000 population

70.0
500.0

USD in thousand
54.8 60.0
47.7
400.0 45.2 50.0
39.4
35.5 40.0
300.0 32.8
30.0
200.0
14.3 2.5 4.3
12.0 13.4 20.0
9.3
100.0
10.0
588.6 589.6 556.4 524.5 500.5 491.3 413.6 358.4 293.2 292.7 208.4 27.5 21.6
0.0 0.0

Cars per 1,000 population GDP per capita

Note: Data for CY 2023, India Data for FY25


Source: International Road Federation- World Road Statistics 2025, CRISIL Intelligence

Regulations/safety norms

Based on European emission standards, the Indian government has introduced and implemented Bharat Stage
(BS) norms in a phased manner. These mandatory norms increase the capital expenditure of auto OEMs and in
turn significantly impact the industry's profitability. Currently, India has adopted BS-VI norms.

Companies have invested in the relevant technology, research, and development, and signed joint ventures (JVs)
with global players to adhere to BS-VI stage 2 norms applicable from fiscal 2024, leading to price hikes across
vehicle segments owing to the addition of new technologies to meet new emission regulations. Globally, countries
are adopting stricter emission norms and zero-emission targets. India introduced BS VI in two stages, with Stage
II mandating On-Board Diagnostics (OBD) in 2023. Europe and the US are moving towards EURO-7 and US2027
norms for PV and CV segments. India's next leap, BS VII, is expected to be introduced, significantly raising the
bar for emission control and driving the country towards cleaner mobility, aligning with global standards and
supporting environmental goals. This move will curb emissions and help achieve emission targets, contributing
to a more sustainable transportation ecosystem. new technologies to meet new emission regulations.

Premiumization trend

The average selling price (ASP) increased at a CAGR of 7-9% between fiscals 2019 and 2024 due to the
premiumization trend as well as a sharp rise in vehicle prices. Consumers in India are opting for mid-end or top-
end versions of vehicles and moving away from traditional fuel-efficient budget-friendly small cars to higher
priced feature-loaded large cars, which offer more space, better ride height, seamless connectivity, and an
improved performance. Further, there has been a major shift in customer preference with the launch of compact
and mid-size SUVs. The share of small cars (hatchbacks) reduced from 46.9% in fiscal 2019 to 28% in fiscal
2024, majorly driven by a shift in consumer sentiment towards newly launched feature-rich vehicles in the SUV
segment. Meanwhile, the share of SUVs increased from 23.1% in fiscal 2019 to over 51% in fiscal 2024. Increased
spending of the upper middle class after the pandemic, a higher number of models launches in the category (which
has higher profit margins), and an increase in affordability with the launch of compact SUVs led to cannibalization
of the share of hatchbacks and compact sedans.

211
ASP trend of vehicles

7.3
6.6
5.8
5.0 5.2
4.9
INR Lakhs

FY19 FY20 FY21 FY22 FY23 FY24 E


Note: Based on OEM factory cost, ASP of FY24 is estimated as FY24 financials are not available for all OEMs as of 15th September 2024.
Source: CRISIL Intelligence

Evolving emission standards

Industry has witnessed a tightening of emission norms in line with global environmental objectives with landmark
shift to BS VI norms in April 2020 marked a significant leap from BS IV, skipping an entire generation of
standards, and aligning India closer to Euro VI norms. This transition required substantial investment in engine
technology, after-treatment systems, and fuel quality upgrades, resulting in higher vehicle costs and increased
content per vehicle (CPV). The upcoming Bharat Stage-VII norms are expected to be like the Euro 7 norms which
is applicable across Europe and all on-road vehicle categories. OEMs are preparing for another wave of capital
expenditure focused on advanced emission control technologies. While this raises affordability challenges, it also
pushes the industry toward cleaner technologies, potentially accelerating the shift to zero or low emission
vehicles.

EV penetration in PVs

EV penetration in the PV segment was insignificant till fiscal 2021 amid a limited vehicle portfolio, coupled with
lower customer awareness. Fast expansion of the portfolio (from three models in fiscal 2019 to ~14 models in
fiscal 2024), rising environmental awareness, government support and expanding EV infrastructure have led to a
sharp rise in EV adoption. In turn, the penetration of EVs rose from 0.1% in fiscal 2019 to 2.6% by fiscal 2025.
EV sales are to reach 180,000-200,000 units in fiscal 2026 with the penetration level projected to rise to 4-5%.

Domestic EV retail and penetration trend in PVs

200.0 4-5% 5.0%


180.0 4.5%
160.0 4.0%
EV retails in Thousands

140.0 3.5%
Penetration

120.0 2.6% 3.0%


2.3%
100.0 2.5%
80.0 2.0%
1.3%
60.0 1.5%
180-200

40.0 0.6% 1.0%


108.7

0.1% 0.1% 0.2%


47.4

91.0

20.0 0.5%
18.6
2.3
1.8

5.1

0.0 0.0%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 E
Note: VAHAN figures exclude Telangana, Lakshadweep retails
Source: VAHAN, CRISIL Intelligence

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However, electrification in the PV segment is still at a nascent stage and there is a significant scope for expansion.

Outlook of the domestic PV industry (fiscals 2025 to 2030P)

CRISIL Intelligence expects the macroeconomic scenario to support industry growth with GDP projected to grow
at a healthy pace between fiscals 2025 and 2030. India’s GDP growth is expected to outperform other major
geographies over the next five years at 6-8%. Inflation levels are also expected to remain subdued in the 3-5%
range, which is within the RBI’s target band. CRISIL Intelligence has assumed three years of normal monsoons
within the five-year outlook period and has considered positive momentum in rural demand. Fuel prices are also
expected to remain almost steady in the next five years. These favorable macroeconomic factors are expected to
support consumer disposable income.

Besides macroeconomic factors continued government support in terms of policies as well as continued
expenditure and investments are expected to boost the industry. The favorable demographics are an added
advantage for India and expected to help propel the PV industry.

Additionally, OEMs are expected to continue to launch feature-rich competitively priced vehicles, aiding overall
demand growth.

The financing scenario is projected to remain favorable for the industry and lend further support amid expanding
financing reach and high loan to value (LTV) levels. Moreover, after multiple rate hikes in the past two years, a
rate cut of 25-50 bps is expected to keep interest rates competitive in the near term. Given projections of subdued
inflation levels in the long term, any further rate hike seems unlikely.

Changing market dynamics, including a younger consumer base, premiumization, electrification, shorter
replacement cycles (four to five years currently visa-a-vis seven to eight years ago) will provide further impetus
to demand. Additionally, the government’s push for scrapping old vehicles (as per the government regulation
vehicles above the age of 15 years will be compulsorily scrapped) is expected to shorten replacement cycles and
support demand. Further, capacity expansion by players such as Maruti Suzuki, Hyundai, Tata Motors is expected
to support growing vehicle demand. Moreover, expansion of supporting infrastructure such as EV charging
stations and CNG pumps will also enhance the choice of customers in terms of powertrains.

CRISIL Intelligence expects domestic sales to grow at a 4-6% CAGR between fiscals 2025 and 2030 to reach
5.3-5.7 million vehicles.

Domestic PV industry outlook (By Volume)

CAGR FY25-30P:4-6%
5.3-5.7

4.2 4.3 4.2-4.4


3.9
Million Units

3.1
2.8 2.7

FY20 FY21 FY22 FY23 FY24 FY25 FY26 E FY30P

Source: SIAM, CRISIL Intelligence

213
Segmental outlook

Domestic industry growth is expected to be led by UV (SUV and MPV) segment, while hatchback, sedan and van
segments are expected to clock muted growth.

Segmental growth outlook

Segment FY20-FY25 CAGR FY25-FY30P CAGR


Hatchbacks (4.7) % 0-2%
Sedans (2.8) % 1-3%
UVs 25.5% 6-8%
Vans 2.8% 1-2%
Total 9.3% 4-6%
Source: SIAM, CRISIL Intelligence

Outlook by industry segment

4.3% 3.9% 3.5% 3.4% 3.3% 3.1% 2.6%

34.6% 39.4%
48.6% 51.6%
59.9% 65.4% 71.3%
14.4% 10.9%
10.2% 10.5%
9.1%
8.0%
46.7% 45.8% 6.8%
37.6% 34.5%
27.7% 23.5% 19.2%

FY20 FY21 FY22 FY23 FY24 FY25 FY30

Small cars Large cars UVs Vans

Source: SIAM, CRISIL Intelligence

PV export outlook for India

India’s PV exports are projected to grow 6-8% CAGR between fiscal 2025 to fiscal 2030. A substantial growth
of 12-14% is expected in fiscal 2026. This is supported by the sustained demand for Indian-made vehicles in
international markets, particularly in emerging regions such as Latin America, Africa, and Southeast Asia, where
there is a growing demand for affordable and reliable vehicles. Further competitively priced models, especially
in the utility vehicle (UV) and premium sedan segment expected to drive the large car market.

A few years ago, India was a major export hub for cars such as hatchbacks and compact sedans. However, shift
towards the UV segment along with higher variants and automatic transmissions has successfully transformed the
industry becoming the large car exporter over past five to six years. OEMs are actively broadening their portfolios
to cater to changing consumer preferences in both domestic as well as global markets. Further, premium sedans
such as Hyundai Verna and Volkswagen Virtus are key models driving the large car market.

214
Outlook for exports (fiscals 2025-2030P)

CAGR:FY25-30P: 6-8%
1,200
1,005-1,025
1,000
840-890
770
Thousnd units

800
672

600

400

200

-
FY24 FY25 FY26 E FY30P
Note: E-Estimates and P-Projected
Source: CRISIL Intelligence

Overall PV industry growth: Outlook for domestic sales and exports

Domestic sales, which accounted for 84.8% of overall industry sales in fiscal 2025, are expected to grow at a 4-
6% CAGR between fiscals 2025 and fiscal 2030, exports are expected to grow at 6-8% CAGR during the same
period.

Overall PV industry outlook for domestic sales and exports (fiscals 2025-2030P)

120.0% CAGR: FY25-30P: 4-6%


4,878.7 5,071.0 5,100-5,300 6,000-7,000
100.0%
13.8% 15.2% 16-17% 14-18%
80.0%

60.0%

40.0% 86.2% 84.8% 83-84% 80-85%

20.0%

0.0%
FY24 FY25 FY26E FY30P
Domestic Sales Exports

Note: E-Estimates and P-Projected


Source: CRISIL Intelligence

Key regulatory trends related to emission norms and trends related to clean air

There have been various emission norms to regulate air pollutants from vehicles. The Bharat stage emission
standard (BSES) by the government of India, set limits for pollutants emitted by vehicles.

Key emission Norms-

The Bharat Stage (BS) norms in India are emission standards instituted by the government to regulate the output
of air pollutants from internal combustion engine equipment, including motor vehicles. These norms are designed

215
to improve air quality by reducing vehicle emissions and are aligned with the European emission standards. The
implementation of BS6 Stage 2 norms, effect from April 2023, will have significant impacts on passenger vehicles
in India.

Here’s a concise overview of these effects.

• Real Driving Emissions (RDE): Mandatory testing to ensure vehicles meet emission standards in real-
world driving conditions.
• Enhanced On-Board Diagnostics (OBD 2): Advanced OBD systems to monitor real-time emissions and
ensure ongoing compliance.
• Stricter Emission Limits: Tighter limits for pollutants like NOx, PM, HC, and CO.

India promotes alternative fuels like compressed natural gas (CNG), liquified petroleum gas (LPG) and biodiesel
to reduce emissions.

Estimated penetration of electric PVs by segment by fiscal 2030P

The FAME-II subsidy is skewed towards vehicles for commercial use. No benefits are provided to personal car
owners.

CRISIL Intelligence expects the share of EVs in total passenger car sales to grow to 15-20% in fiscal 2030 from
2.6% in fiscal 2025. Further, the share of EVs expected to rise 4-5% in fiscal 2026. The growth in penetration is
expected to be supported by new launches, with 11 new models expected in fiscal 2026. This would drive more
choices for consumer basis on price point and segments.

EV penetration outlook for PVs

15-20%

4-5%
2.3% 2.6%

FY24 FY25 FY26 E FY30 P


Source: CRISIL Intelligence

Review and outlook of Commercial Trucks Industry (> 3.5 to 55 tons)

Review of domestic Commercial Trucks industry

The domestic CT industry witnessed significant fluctuations in sales volumes over the past few years, influenced
by economic cycles, regulatory changes, and external disruptions.

In fiscal 2019, CT sales peaked at approximately 400 thousand units, supported by strong economic activity and
government investment in infrastructure development. However, the industry faced a sharp downturn in fiscal
2021, with volumes dropping to 184 thousand units due to sluggish demand and pandemic induced disruptions.
With the gradual recovery of economic activity, fiscal 2022 saw a moderate revival, as sales increased to 262
thousand units, supported by pent-up replacement demand and improved freight rates. This momentum
accelerated in fiscal 2023, when the industry recorded a remarkable rebound to 355 thousand units, nearly
reaching pre-pandemic levels. The surge was driven by improved transporter profitability, rising industrial output,
and fleet expansion.

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Fiscal 2024 continued this positive trajectory, marginally surpassing the previous year with 368 thousand units
sold, benefiting from sustained demand and government led infrastructure projects. Trend in fiscal 2025 signals
marginal growth with sales surpassing 369 thousand units. This can be attributed to subdued economic activity,
cautious fleet expansion, and reduced construction spending.

Review of domestic CTs industry, fiscal 2019-2026 Q1 (in volume terms of sales)

CAGR FY23-25: 1.9%

400
368 369
355
In Thousands

262
221
184

84

FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26-Q1


Note: LCV segment excludes less than <=3.5 tonnage category
Source: SIAM, CRISIL Intelligence

Segmental Trends

The domestic CTs industry has undergone significant segmental shifts over the years, shaped by economic cycles,
policy changes, and market dynamics. Fiscal 2019 saw peak industry volumes at 400 thousand units, with a
balanced contribution from Light Commercial Vehicles (LCVs), Tippers, and Medium & Heavy Commercial
Vehicles (MHCVs). However, subsequent years witnessed substantial variations in segment-wise market share
due to changing demand patterns, regulatory shifts, and macroeconomic conditions.

Segment-wise share in domestic wholesale industry

68% 67% 62% 69% 68% 67% 65%


71%

17% 22% 17% 14%


20% 18% 20% 19%
16% 16% 17% 22%
12% 13% 10% 13%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26-Q1

LCV Tipper MHCV

Note:
1. LCV segment excludes less than <=3.5 tonnage category.
2. Tipper includes only MAV and LCV tippers.
Source: SIAM, CRISIL Intelligence
Note: All percentages have been rounded off.

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LCV segment, which excludes less than 3.5 tonnes had a share of 12% in FY19 and have largely remained
rangebound. After witnessing a surge between the years FY20 and FY22, the segmental share reached 13% in
FY2024 and increased to 17% in FY2025.

MHCV segment, primarily comprising heavy-duty trucks, has exhibited a relatively stable trajectory in recent
years. MHCVs commanded a dominant 68% share in FY19, reflecting strong industrial and infrastructure-driven
demand. This gradually moderated to 67% in FY20 and further dropped to 62% in FY21 amid an economic
downturn, constrained freight demand, and financing bottlenecks that delayed fleet replacement. As economic
conditions improved and infrastructure projects resumed, MHCV penetration surged to 69% in FY22 and peaked
at 71% in FY23, underscoring a sharp recovery led by renewed construction activity and increased logistics
movements. In FY24, MHCV share eased slightly to 68% and remained steady at 67% in FY25, reflecting a
normalization phase. This indicates sustained underlying demand despite transitional pressures such as softer
industrial output and uncertainty around policy continuity in an election year.

Tippers, a specialized sub-segment catering to construction, mining, and infrastructure applications, accounted
for 20% of CV sales in FY19. The share moderated to 17% in FY20 and rose to 22% in FY21, benefiting from a
low base and delayed infrastructure projects. However, subsequent years saw a rationalization of demand, with
penetration declining to 18% in FY22, followed by a rebound to 20% in FY23. In FY24, the tipper segment
accounted for 19% of total volumes and further moderated to 17% in FY25. This fluctuation suggests sensitivity
to public and private investment cycles. Despite intermittent slowdowns, the segment continues to exhibit
resilience, supported by steady execution of road, mining, and rural infrastructure projects.

Player wise Trend

Competitive landscape in CTs has evolved due to changing customer preferences, regulatory transitions, and
increasing penetration of alternative fuel technologies.

1% 1% 1% 1% 1% 0%
1%
1% 2% 2% 2% 2% 1% 2% 1% 1% 1%
4% 6% 10% 13%
15% 18% 17% 16%
17%
17%
17%
25% 24% 24% 30%
27% 26% 25%

53% 53% 54% 50% 48% 46% 44%

FY20 FY21 FY22 FY23 FY24 FY25 FY26-Q1


Tata Motors Ltd. Ashok Leyland Ltd. VECVs - Eicher Mahindra & Mahindra Ltd. Swaraj Mazda Ltd. Others

Note:
1. LCV segment excludes less than <=3.5 tonnage.
2. Player-wise share before FY20 is unavailable due to differing segment-level bifurcations.
Source: SIAM, CRISIL Intelligence
Note: All percentages have been rounded off

Growth Drivers for CTs in India

Increasing freight rates to aid in materialization of deferred demand

In fiscal year 2025, fuel prices constituted approximately 55% of transporter costs, exerting a considerable
influence on their overall profitability. During this period, diesel prices remained stable. Concurrently, freight
rates also rose by an estimated 12%, signalling improved transporter profitability and heightened demand for

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freight services. These favourable factors are expected to boost Commercial Vehicle (CV) sales, as the industry
capitalizes on the increased demand in the transportation sectors.

Easier Financing Options Enhancing Truck Sales Momentum

Access to vehicle financing has improved notably over the past few years, driven by increased participation from
banks, NBFCs, and captive financing arms of OEMs. Financial institutions have started offering customized loan
products with longer repayment tenures, lower EMIs, and flexible down payment structures. The government's
initiatives to formalize small fleet operators and improve their creditworthiness through digital lending platforms
and GST-linked profiling have also enhanced access to credit. As a result, first-time buyers and small fleet owners
are finding it easier to purchase CV, thereby supporting demand growth in the sector.

Stable agricultural output

Over fiscal 2025 to 2030, CRISIL projects 3-4% gross value added (GVA) growth in agriculture. In fiscal 2024,
Agri GVA grew at 2% over last year and expected to remain steady in coming years.

In the current fiscal, kharif sowing was initially delayed due to the delayed monsoon. However, sowing has picked
up in recent months. Moreover, higher MSP allocation for fiscal 2024 and good prices in mandis have maintained
the positivity on-ground. Going ahead, the rainfall progress and spread to play a key role for the current kharif
cycle. The progress of the monsoon and its impact on rural demand especially for two wheelers and tractors,
remain as key monitorable.

Healthy industrial growth

The Indian industry's gross value added (GVA) had been growing rapidly, in line with the GDP averaging
~averaging around 6% between fiscals 2020 and 2025. After consecutive weak fiscals of 2020 and 2021 due to
the COVID-19 outbreak, industrial GVA is estimated to have grown by approximately 6.4% on-year in fiscal
2025. Over the next five-year period (fiscal 2025-2030), industry GVA is expected to be robust driven by the
government's focus on 'Make in India' with the stated aim of the government to push up the share of Manufacturing
in India’s GDP from 17% to 25%. Moreover, improvement in infrastructure and higher expected corporate
expenditure is likely to support the capex cycle going forward post-fiscal 2024. India's ambitious infrastructure
development plans, including the Bharatmala Pariyojana and Sagarmala programs, are expected to drive
commercial vehicle demand during fiscal 2025 to fiscal 2030, as the resulting increase in construction and
logistics activities boosts demand for heavy and medium commercial vehicles.

Government’s focus on infrastructure

The National Infrastructure Pipeline (NIP) for fiscal 2019-2025 is a government initiative to develop
infrastructure across the country and provide world class services to its citizens. The total capital expenditure in
infrastructure sectors in India during fiscal 2020 to 2025 is projected at Rs 111 lakh crore.

Almost 83% of project allocation indirectly benefits the CV sector in India, and this push for infrastructure is a
major driver of growth.

Focus on infrastructure and higher mining production to bolster tipper demand

Over the next five-year period (fiscal 2025-2030), industry GVA is expected to be robust driven by the
government's focus on 'Make in India' with the stated aim of the government to push up the share of Manufacturing
in India’s GDP from 17% to 25%. Moreover, improvement in infrastructure and higher expected corporate
expenditure is likely to support the capex cycle going forward post-fiscal 2024. India's ambitious infrastructure
development plans, including the Bharatmala Pariyojana and Sagarmala programs, are expected to drive
commercial vehicle demand during fiscal 2025 to fiscal 2030, as the resulting increase in construction and
logistics activities boosts demand for heavy and medium commercial vehicles. The budgeted capex allocation for
infrastructure ministries for fiscal 2024 has shown a 28% increase over fiscal 2023 RE (revised estimates) to Rs.
18.6 lakh crore. Execution by the National Highways Authority of India (NHAI) will reach up to ~14-15 km/day
in fiscal 2027, as against ~11 km/day in fiscal 2021, aided by the Bharatmala project. Projects such as Sagarmala
and investments in various irrigation projects will further drive MHCV demand. We expect coal production to
expand at ~4.5-5.5% CAGR between fiscals 2024 and 2029, while iron ore mining will also likely grow at ~3.5-
4.5% CAGR during this period, aiding tipper demand.

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Replacement demand

The replacement cycle of LCVs, which are typically replaced every 6-8 years, has been impacted by the pandemic
and the subsequent materialization of delayed replacements in fiscals 2023-2025. As a result, fiscal 2026 is
expected to see a lower growth in the sub one tonne segment. However, the pickup and ULCV segments are
expected to drive the growth of the LCV segment, supported by positive rural sentiments and a shift towards
higher tonnage vehicles.

JNNURM – I (Jawaharlal Nehru National Urban Renewal Mission) buses, sold during the peak seasons of fiscals
2011 and 2012, are expected to be replaced once funds are released by the central and state governments for
purchase. This replacement is expected to gain pace now, aiding long-term MCV bus growth. The government's
mandate to replace private vehicles (such as vans) with school buses in some cities, is also expected to augur well.

Also, the centre’s scrappage policy is likely to attract 6,00,000-6,50,000 MHCV vehicles for scrapping there by
driving the replacement demand.

Scrappage policy

MoRTH, in August 2018, considered incentivizing the scrapping of vehicles sold before April 2005 (15 years
old). After deliberations on the modalities on implementation of the norm, the government currently aims to
promote vehicle scrapping by exempting registration charges for truck purchases made after scrapping older
trucks. To incentivize scrappage of older vehicles, the government has increased the registration charges for older
vehicles and increased stringency of fitness tests. These will entail higher costs for owners of older vehicles.
Hence, by disincentivizing the ownership of older vehicles, the government expects the scrappage of older
vehicles to increase. We expect the impact of the norms to be limited on additional scrappage (apart from vehicles
scrapped in the normal course of business). If, through higher incentives from the government and OEMs,
transporters are able to be incentivized to scrap vehicles older than 15 years, we expect 6,00,000-6,50,000
MHCVs to be available for scrapping. Although translation of the same into demand for new CVs will be a
monitorable based on implementation and incentivization levels.

Outlook of the Indian CTs industry

CT industry, encompassing Light Commercial Vehicles (LCV), Medium and Heavy Commercial Vehicles
(MHCV), and Tippers, has witnessed a fluctuating yet resilient performance in recent years. Fiscal 2023 marked
a strong recovery, driven by robust replacement demand, infrastructure development, and increased government
spending. However, fiscal 2024 growth has moderated, reflecting the impact of economic headwinds and supply-
side challenges.

The segmental dynamics of the CTs industry highlight a transition toward a more balanced fleet mix, with LCVs
stabilizing, MHCVs recovering, and tippers maintaining steady demand. The sustained push for infrastructure
development, increased logistics digitization, and policy-driven fleet modernization is expected to shape the
segment-wise trends in the coming years. Looking ahead, the CT industry is expected to record a steady growth
trajectory with a projected CAGR of 3-5% from FY25 to FY30. Fiscal 2025 witnessed a marginal slowdown,
particularly in MHCVs and Tippers, due to short-term economic uncertainties. However, LCVs remained
resilient, backed by continued infrastructure momentum.

220
CT domestic sales outlook

Looking ahead, the commercial truck industry is expected to record a steady growth trajectory with a projected
CAGR of 3-5% from FY25 to FY30.

CAGR FY25-FY30P: 3-6%

460-480

380-410
368 372
Thousand Units

FY24 FY25 FY26E FY30P

P: Projected; E: Estimated
Source: SIAM, CRISIL Intelligence

Medium & Heavy Commercial Vehicles (MHCV) Set to Thrive in the Coming Five Years

The MHCV industry is expected to grow, with a compound annual growth rate (CAGR) of approximately 4-6%
projected from fiscal year 2025 to fiscal year 2030.

Long-term MHCV sales are likely to be driven by several factors, including the country's improving industrial
activity, consistent agricultural output, and the government's continued emphasis on infrastructure development.
Additionally, fluctuations in commodity prices, interest rates, and availability of financing can affect demand.
However, volume growth may be limited due to efficiencies gained from the implementation of the Goods and
Services Tax (GST), the development of improved road infrastructure, and the commissioning of the dedicated
goods corridor (DFC). Nonetheless, the industry remains on a promising growth trajectory in the coming years.
Over the next five-year period (fiscal 2025-2030), industry GVA is expected to be robust driven by the
government's focus on 'Make in India' with the stated aim of the government to push up the share of Manufacturing
in India’s GDP from 17% to 25%. Moreover, improvement in infrastructure and higher expected corporate
expenditure is likely to support the capex cycle going forward post-fiscal 2024. India's ambitious infrastructure
development plans, including the Bharatmala Pariyojana and Sagarmala programs, are expected to drive
commercial vehicle demand during fiscal 2025 to fiscal 2030, as the resulting increase in construction and
logistics activities boosts demand for heavy and medium commercial vehicles.

LCV sales to grow at a modest pace in the long run.

Light commercial vehicle (LCV) demand is expected to grow at a 3-5% CAGR from fiscal 2025 to 2030, owing
to increased private consumption, lower penetration, increased availability of redistribution goods, and improved
financing. The industry grew at a 3% CAGR between fiscal 2020 and 2025.

Upper-end light commercial vehicles (ULCVs) provide lower returns to the transporter than ICVs and are best
suited for captive use. Entry restrictions on ICV trucks and higher tonnage MHCVs are expected to keep demand
from this segment buoyant. However, the higher toll on ULCV trucks versus pickups will limit segment growth.

221
Review and outlook for electrification in CTs (fiscal 2018- 2030P)

Electrification in CTs

The Indian government has launched a scheme to provide financial incentives for electric trucks (e-trucks) under
the PM E-DRIVE initiative, aiming to accelerate the country's transition to clean and sustainable freight mobility.
The scheme, guided by Prime Minister Narendra Modi, will offer incentives of up to ₹9.6 lakh per vehicle for N2
(includes trucks with a Gross Vehicle Weight (GVW) above 3.5 tonnes and up to 12 tonnes) and N3 category
(covers trucks with GVW exceeding 12 tonnes and up to 55 tonnes) electric trucks, with a focus on promoting
affordability and reducing emissions. The initiative is expected to support the deployment of approximately 5,600
e-trucks, with key sectors such as cement, ports, and logistics set to benefit. The scheme also mandates the
scrapping of old, polluting trucks and requires manufacturer-backed warranties to ensure reliability and
performance.

Looking ahead, the future of electric CTs in India will likely begin with short-haul and urban freight applications,
with fleet operators and government-backed logistics pilots paving the way. As battery densities improve and
charging infrastructure expands under the National Electric Highway program and NITI Aayog’s mobility
roadmap, medium and heavy electric trucks may see broader acceptance, especially in closed-loop logistics and
green freight corridors. Also, the roll out of e-Truck incentives through PM E-DRIVE is expected to give a further
thrust to truck electrification. According to PIB, the is aimed at promoting affordability and the incentive amount
will depend on the GVW of the electric truck, with the maximum incentive set at Rs 9.6 lakh per vehicle. The
scheme is expected to support the deployment of approximately 5,600 e-trucks across the country.

Electrification in HCV goods vehicles

EV adoption in the HCV segment is expected to be negligible in the near future as operational profile makes them
highly expensive. Further, the current charging infrastructure is not suitable for larger HCV batteries, which will
make electric adoption unviable for the near future.

Review and outlook of Indian tractor industry

Review of Indian tractor industry

In fiscal 2022, domestic tractor demand dropped 6.4% on-year after growing 26.6% in fiscal 2021. Price hikes by
OEMs, higher inventory at dealerships, lower commercial demand, negative farmer sentiment owing to rising
cost of cultivation, low fertiliser availability and increase in other expenditure (such as marriages and other social
occasions) hampered the demand.

In fiscal 2023, tractor sales grew 12.2% on-year to an all-time high of ~945,000 units. Healthy crop prices, sound
reservoir levels owing to above-normal monsoon, higher MSPs announced by the government and better rabi
acreage, all led to positive farmer sentiment. Healthy festival demand because of various schemes and discounts
supported the retail growth momentum. Commercial demand during the fiscal, however, remained rangebound in
fiscal 2023 owing to slower retail momentum in eastern states and a complete ban on sandmining.

222
Domestic tractor industry logged 3% CAGR between fiscals 2019 and 2025

CAGR FY19-25: 3.0%

CAGR FY23-25: -0.3%

1000 945 940


899 876
900 842
787
800
709
700
Thousand units

600
500
400
286
300
200
100
0
FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26-Q1
Source: TMA, CRISIL Intelligence

In fiscal 2024, domestic tractor sales dropped by 7.4% on-year to ~875,724 units, on account of lower reservoir
levels and negative farmer sentiments. Uneven rainfall distribution with monsoon being 6% below normal for the
season has led to slower pick-up in the retail market. Erratic monsoon, lower reservoir levels, decline in rabi
acreage contributed towards a 7.4% on-year decline in tractor sales for fiscal 2024.

A large part of domestic tractor sales is driven by replacement demand. The typical holding period for a tractor is
6-9 years. Most of the tractors in the country is replaced within 7-8 years. Of the domestic demand, 50-60%
constitute replacement demand.

In fiscal 2025, with an above normal monsoon season aiding farmer sentiments, the domestic tractor sales rose
by 7-8% in the fiscal 2025 after declining in fiscal 2024. The growth revival majorly supported by favorable
rainfall boosted kharif crop output, with higher reservoir levels aiding rabi crop profitability which further
supported sales. Government measures, including increased crop procurement and higher minimum support
prices (MSP) for the rabi season, have boosted farmers’ cash flow thereby leading to healthy retail momentum.

Factors impacting tractor industry

Emission norms

From January 2023, TREM IV was introduced for tractors above 50HP, aligning with Bharat Stage (BS) IV norms
for off-road vehicles marked a significant regulatory shift aimed at curbing emissions from the agricultural sector.
With application of TREM IV, the price of more than 51 hp tractors has gone up by Rs 1-1.5 lacs further
dampening demand with farmers shifting towards 41-50 hp tractors. For this reason, share of >51 hp tractors had
gone down in fiscal 2024.

Implementation of the TREM V emission norms, which are set to take effect from April 1, 2026, could influence
buying patterns, potentially leading to pre-buying ahead of the deadline as farmers and dealers look to purchase
tractors before price increases. However, the final impact will depend on clarity around regulatory timelines,
OEM preparedness, and cost implications for end-users.

EV penetration

Adoption of electric tractors in India remains at a nascent stage, with limited penetration in broader market. Until
FY2019, electric tractors in India were few and largely imported from international markets. However, a shift
began in FY2020, when domestic manufacturers started investing in the development and production of electric
models.

223
Leading traditional tractor OEMs like Mahindra, Escorts Kubota, and Sonalika (International Tractors Ltd) have
since initiated R&D and rolled out their first few prototypes electric tractors. In parallel, dedicated EV startups
such as AutoNxt Automation, Bull Work Mobility, and Powerland Agro have focused exclusively on electric
tractor development, targeting niche applications.

Despite this growing interest, cumulative registrations of electric tractors in India remain low-just 127 units to
date including both imported units and domestically produced prototypes. Deployment has primarily been
concentrated in a few agriculturally intensive states like Haryana and Punjab, where state-level support and
targeted trials have facilitated early experimentation.

Companies are currently engaging in pilot testing with select customers to evaluate real-world performance,
collect user feedback, and optimize design before considering broader commercial rollout. While these steps mark
important progress, the current electric tractor volumes are minuscule when compared to the overall Indian tractor
market, which sells over 900,000 units annually.

Demand drivers

Tractor demand in the country is mainly dependent on farmer incomes from agricultural operations, which, in
turn, gets impacted by various factors such as monsoon, crop prices, government procurement, etc. The
government regulation governing rural infrastructure development also affects non-farm tractor demand, which
accounts for roughly 20-25% of overall domestic demand for the vehicles. Additionally, availability of formal
financing channels also supports the demand.

Competition

Player-wise domestic market share (volume-wise): M&M gained significant market share in FY25

9% 9% 9% 10% 10% 9% 7% 6%
10% 8% 8% 8%
9% 10% 9% 9%
10% 11% 10%
12% 12% 11% 10% 10%
13% 13% 13%
12% 12% 13% 12% 12%

18% 17% 18%


18% 17% 18% 18% 18%

40% 41% 40% 41% 42% 43% 45%


38%

FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26-Q1

Mahindra Tafe International Tractors Escorts John Deere Others

Source: CRISIL Intelligence

Going forward, CRISIL Intelligence expects the competition in the industry to intensify further. However, the top
five players will continue to account for 85-90% of the industry by volume. A strong distribution network, brand
recall, captive financiers and diverse product range are critical to maintain market position in the tractor industry.

Tractor exports

Exports, accounting for about 10% of the overall tractor sales as of fiscal 2025, are expected to grow at a pace of
3-5% on-year in fiscal 2026 on account of revival in demand from the USA, Europe and other Asian countries.
In fiscal 2025, exports rose by a slower ~1% on-year reaching ~99,000 units. Revival in demand from the US,
Europe and Asia to support growth but not enough to get back to fiscal 2022 highs.

Strategic push, such as setting up a base in foreign countries, by players to cater to the global demand would aid
export sales. With most of the global companies de-risking exports from China due to the complexities and

224
disruptions in the nation, India has become the natural hedge against Chinese exports. Further, with most of the
companies equipped to comply with TREM IV norms, exports have bloomed in the past few years.

The export data for Indian tractors over the years from FY20 to FY25 reflects a fluctuating trend in the
international market. This data underscores the influence of various global and domestic factors on the tractor
export industry. The CAGR for this five-year period, considering both the ups and downs, stands at approximately
1.3%. While this growth rate may appear moderate, it signifies the resilience of the Indian tractor export industry
in the face of various economic and global challenges.

Tractor exports from India between Fiscal 2019 to 2025

6% 9% 12% 17% 18% 25% 26% 28%

62% 61%
61% 55%
62% 49% 53% 48%

26% 25% 24% 25%


17% 24% 18% 19%
5% 6% 3% 4% 3% 2% 3% 5%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26-Q1

31-40 hp 41-50 hp 51 hp and above Upto 30 hp

Source: TMA, CRISIL intelligence

Outlook of Indian tractor industry

Domestic demand to grow 5-7% over next five years on a high base (fiscals 2025 – 2030P)

CRISIL Intelligence projects domestic tractor sales to expand at 5-7% compound annual growth rate (CAGR)
during fiscals 2025 to 2030, after factoring in one to two years of erratic monsoon during the period along with
healthy sales expected in the remaining years. From fiscal 2018 to 2023, the industry registered a CAGR of 5%
due to healthy sales in fiscals 2017, 2018, 2021 and 2023.

However, anticipated decline in rabi profitability, low subsidy disbursement in the first quarter of fiscal 2025 amid
general elections and slower growth in commercial demand to prevent further growth in fiscal 2025.

In fiscal 2025, with IMD's (Indian Meteorological Department) prediction of a normal monsoon season, domestic
tractor sales grew by 6-8% on-year in volume terms. A normal monsoon season is expected to lead to healthy
reservoir levels thereby positively impacting farmer sentiments and 8-10% on-year increase in volumes up for
replacement to further support growth in the fiscal. Healthy rainfall led to higher festive demand in the second
and third quarters. Healthy reservoir levels boosted rabi acreage and thereby crop profitability which, in turn,
boosted tractors sales in the last quarter of the fiscal.

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Tractor industry sales expected to increase 5-7% between fiscals 2025 and 2030P

CAGR FY25-30P: 5-7%


1220-1270

940 968-973
Thousand Units

876

FY24 FY25 FY26E FY30P


Note – P: Projected
Source: CRISIL Intelligence

Growth up to fiscal 2030 will be on the back of low tractor penetration in the country (three tractors per 100-
hectare area), government's focus on improving farm incomes through various schemes, promotion of farm
mechanisation, and investments to improve rural infrastructure.

Tractors is a cyclical industry and has been observed that whenever the industry gets into a downturn, it takes 4-
5 quarters for the industry to recover. Thus, assuming that the industry will be impacted by poor monsoon for one
to two years between fiscal 2025 and 2030 with the industry taking 4-5 quarters to recover, our long-term
assessment suggests that the tractor industry will grow at a CAGR of 5-7%. The growth will be supported by low
tractor penetration in India (3 tractors per 100-hectare area); government’s focus on improving farm incomes
through various schemes, promoting farm mechanization; and investments to improve rural infrastructure. Strong
pick up in replacement demand along with higher crop prices aiding revival in the second half of fiscal 2025.
Domestic tractor sales grew at a pace of 6-8% on-year in fiscal 2025 on account of increase in cash in hands of
farmers, healthy replacement demand and rise expected by 2-4% on-year in fiscal 2026.

Segment-wise growth outlook (fiscals 2025 – 2030P)

CRISIL expects upgradation from 31-40 hp tractors to 41-50 hp tractors over the next five years, as farmers are
likely to upgrade to higher hp segments, realising the benefits of mechanization and higher productivity from
increased usage of implements along with tractors. This has played out from fiscal year 2020 to 2025, with 41-50
hp now accounting for 64% in the total share gaining 15% share and 31-40 losing almost 8%. Additionally, the
growing trend of collaborative farming, increasing commercial usage, and higher irrigation intensity will boost
usage of higher hp tractors. We expect a more gradual movement towards 51 hp and above tractors, as they are
less amenable to multipurpose applications (like the 41-50 hp) and the price gap is big (at least 10-15% between
a 50 hp and a 55-60 hp tractor since emission norms change at 50 hp).

The market for 70-75 hp tractors is niche and is still evolving in India. These tractors are used mainly for farming
along with implements, while 41-50 hp tractors can also be used for haulage and commercial activities such as
sand mining. This increases their viability as these can be used for at least 700 hours a year.

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Higher hp tractors to see rise in proportion over long run

2.5% 2.3% 5-7%

60.1% 64.3%
66-68%

27.5% 25.0%
20-22%
9.9% 8.4% 5-7%
FY24 FY25 FY30P

Upto 30 hp 31-40 hp 41-50 hp 51 hp and above

Note – P: Projected
Source: CRISIL Intelligence

Exports expected to grow at a CAGR of 3-5% from fiscals 2025 to 2030P

CAGR FY25-30P: 3-5%


115-135

99 100-105
98
Thousand Units

FY24 FY25 FY26E FY30 P


Note – E: Expected; P: Projected
Source: CRISIL Intelligence

Exports are expected to grow at a CAGR of 3-5% between fiscals 2025 and 2030. The USA, Europe & Asia are
likely to remain the focal regions for long-term exports. Further, with India emerging as an export hub for
relatively small tractors (30-75 horsepower/hp), and major companies increasing focus on international markets
with the launch of 90-120 hp tractors, we expect sustainable export growth over the next five years. Rising demand
for <30 hp tractors for gardening and hobby farming purposes is also expected to support growth.

Key growth drivers

Rabi crop profitability expected to improve in CY2025. In fiscal 2025, with an above normal monsoon season
aiding farmer sentiments. Favourable rainfall boosted kharif crop output, with higher reservoir levels aiding to
rabi crop profitability to further support tractor sales. Anticipated price rise of commodities like wheat, maize,
paddy and mustard to drive the profitability growth on-year in CY2025. Government measures, including

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increased crop procurement and higher minimum support prices (MSP) for the rabi season, have uplifted farmers’
cash flow thereby leading to healthy retail momentum.

Replacement demand expected to be higher

A large part of domestic sales is driven by replacement demand. Typical holding period for a tractor is around 6
to 9 years with most of the tractors being replaced in the country within 7-8 years. Of the overall domestic demand,
50-60% of the sales are replacement demand. For states having high penetration of tractors such as Punjab and
Haryana, the replacement demand accounts for about 70-80% of the total sales. While states where farmer
incomes are lower as compared to Punjab and Haryana have a lower replacement cycle (higher age tractors)
compared to the industry average.

Replacement demand is expected to be higher by 15-17% on-year in fiscal 2026 on account of healthy sales
registered in fiscals 2017, 2018 and 2019.

Non-farm usage of tractors on the rise

Commercial demand for tractor account for 16-23% of overall tractor demand on aggregate. Apart from their
primary application in agriculture operations, tractors are also used to haul bricks, sand, and farm produce. In
poor crop years and in months when there is no agricultural activity, renting out tractors for commercial purposes
provides farmers an alternate source of income, thereby proving to be a good hedge. Some tractors are designed
specifically for haulage operations and are used exclusively in commercial activities. Based on our industry
interactions, tractors are also used as an alternative to pickups for haulage purposes. In fiscal 2026, we estimate
commercial demand to rise to 17-19% of total tractor demand which can be attributed to an uptick in PMAY and
PMGSY expenditures.

Rental model and low-cost tractors key to penetrating fragmented land holdings in India

Despite the huge potential total arable land offers, the fragmented land-holding pattern in India remains a hurdle.
With over 80% of land holdings being small and marginal (less than 2 ha), most farmers are unable to afford
tractors. They depend on renting tractors or buying small tractors to improve productivity, a trend which is rapidly
gaining hold.

Custom Hiring Centres (CHC) are a major component of the government's 'Sub-Mission on Agricultural
Mechanisation (SMAM)' policy. These centres maintain farm equipment and machinery which can be rented out,
especially to small and marginal farmers who cannot afford them.

Private sector participation via multiple unique business models is also improving farm mechanisation.
CHCs face challenges such as lack of awareness among consumers about farm equipment usage, availability
issue, high initial investment cost, maintenance of farm machinery, and providing equipment specific to local
cropping patterns. Monitoring of CHCs remains a major challenge. However, involvement of key stakeholders
and introduction of favourable schemes and policies can make the CHC concept successful in India.

Review and Outlook of Indian Construction Equipment (CE) Industry (Earth moving and material
handling)

Review of the domestic demand (fiscals 2023 – 2025)

CE are largely used for construction and infrastructure activity

CE are engineering machines and vehicles used for construction (industrial & infrastructure), agriculture, mining,
waste management, and logging activities. They are also used to prepare the ground, excavation, haulage of
material, and dumping/laying in a specified manner. The various types of machines used are backhoe loaders,
excavators, wheeled loaders, skid steer loaders, graders, cranes, dozers and compactors.

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Figure 1: Industry structure

Source: CRISIL Intelligence

Excavators, backhoe loaders, pick & carry cranes and compactors account for ~73% of the CE industry's revenue.
In the construction sector, CE is mainly used in infrastructure and industrial construction.

Construction equipment has an average life of about 7-8 years, depending on frequency of the usage. However,
various components need to be regularly serviced and replaced and hence, after-sales service forms a critical part
of the manufacturers' offering. Hirers and small contractors are the major end-users of CE. Large engineering,
procurement & construction (EPC) companies account for only about 10% of total demand. Backhoe loaders are
most popular in the Indian market as they are multi-functional (i.e. excavation and loading), relatively low on
maintenance and easy to mobilize. It accounted for ~50% (volume) and ~28% (value) of the CE market, followed
by excavators ~35% (volume) and ~47% (value) which have a specialized usage pattern.

Product profile

Hirers and small contractors are the major end-users of CE. Large engineering, procurement & construction (EPC)
companies account for only about 10% of total demand. Backhoe loaders are most popular in the Indian market
as they are multi-functional (i.e. excavation and loading), relatively low on maintenance and easy to mobilize.

Sales of CE driven by EME sales, largely boosted by backhoe loader and excavator

Material Handling and Road equipment industry volume:


Earth Moving Equipment Industry Volume: ~88,000
~32,000
Equipment FY23 FY24 FY25 Equipment FY23 FY24 FY25
Backhoe Loader 37,000 47,000 48,000 Pick & Carry Cranes 9,300 14,200 13,200
Excavator 27,000 31,000 33,000 Compactors 3,500 4,600 4,900
Wheeled Loader 3,500 3,800 4,200 Others* 2,000 2,500 2,670
Motor grader and Skid steer 2,700 2,900 2,800 Others** 8,000 11,000 11,230
Note:
1. Others*: include crushers & screeners and pavers
2. Others**: include Material processing, Mixers, Crawler
Source: CRISIL Intelligence

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Earth moving equipment industry volume: ~88k

Segmental ~50% ~35% <10% <10%


share

47000 48000

37000
33000
31000
27000

3500 3800 4200 2700 2900 2800

Backhoe Loader Excavator Wheeled Loader Motor grader and Skid steer

FY23 FY24 FY25

Source: CRISIL Intelligence

Material handling and road equipment industry volume: ~32k

Segmental ~40-45% ~12-17% ~5-10% ~33-38%


share
14200
13200

11000 11230
9300
8000

4600 4900
3500
2500 2670
2000

Pick & Carry Cranes Compactors Others* Others**

FY23 FY24 FY25

Note:
1. Others*: include crushers & screeners and pavers
2. Others**: include Material processing, Mixers, Crawler
Source: CRISIL Intelligence

Emission norms and applicability to construction and mining equipment

The construction equipment vehicles (CEVs) are regulated by Bharat stage CEV emission norms, stage IV came
into effect from April 2021 and latest CEV stage V implemented from 1st January 2025 aligning with European
stage IV and V standard for diesel engines used in non-road mobile machinery. India will become the third region
outside of the European Union and United states to adopt Stage V-equivalent emission standards. Non-wheeled
equipment, mainly deployed in off-road / off-highway applications like mining and irrigation, continues to be
outside the purview of these emission norms for now, in contrast with developed markets (like the EU), where
such equipment is treated at par with the on-road CEVs and is regulated together under common norms.

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CEV V emission standards will also accommodate a wider range of engines including those smaller than~37kw
and larger than 560kw and stringent emission limits on particulate matter (PM), particulate number (PN) (BS V
only), nitrogen oxide (NOX), hydrocarbon (HC), and carbon monoxide (CO). This is the first time India has
adopted one set of consistent standards regulating both agricultural and construction equipment.

The stringent PM and PN limits are set at a level which will ensure diesel particulate filters, the key technology
needed to effectively control particulate matter emissions from diesel engines, adopted as expected in the
European Stage V standards. Engines equipped with selective catalytic reduction also must meet ammonia
emission limits of 25 ppm for those less than 56 kW, and 10 ppm for those above 56 kW. Stringent emission
regulations are critical to prevent a significant increase in air pollution from non-road diesel equipment. By
implementing emission norms for construction equipment and mining, industries can reduce pollution and
promote sustainable development.

Growth drivers

Indicators for construction equipment industry on a rise

Quarterly movement in the sales of the equipment can be easily tracked through a host of factors as in the chart
below. Execution of projects was robust in fiscal 2023 especially for mining activities. To be sure these parameters
were on a high base of fiscal 2022. The momentum has continued in fiscal 2024. However, normalisation in
overall construction activity was observed in fiscal 2025, the quarterly indicators for the current fiscal reaffirm
the same.

Figure 3: With all High Frequency Indicators showing positive signs, CE industry sales at all time
high and sales volume expected to observe moderation in growth

Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
FY23 FY24 FY24 FY24 FY24 FY25 FY25 FY25 FY25
GFCF
Rural road execution
National highway
execution
Cement production
Bitumen demand
Steel demand
Power demand

Legend: <0% on-year growth, 0-10% on-year growth, >10% on-year growth
Source: CRISIL Intelligence

Healthy growth recorded in all segments in fiscal 2025

Construction equipment sector grew 26% in volume terms in fiscal 2024, following an 18% increase in fiscal
2023, driven by growth in the end user industries. The infrastructure sector growth is led by healthy rise on high
bases in state and central government capex budgets, Government initiatives such as Gati Shakti and the focus on
NIP to boost the infrastructure segments while Mining sector is expected to show growth in FY25 in order to
meet the rising demand from the Power and metal sectors.

Healthy credit ratios across parameters

Construction equipment (CE) companies exhibit robust financial health, maintaining a favourable gearing ratio
typically between 0 and 1, reflecting their balanced approach to debt. With generally low debt levels, these firms
boast healthy interest coverage ratios, benefiting from high financial flexibility, largely owing to their affiliation
as subsidiaries of global industry giants.

Low EV Penetration outlook

Despite the broader push for electrification across the automotive and CV sectors, EV adoption in the construction
equipment (CE) industry remains minimal with current penetration of electric construction machinery estimated
to be less than 1%, largely limited to pilot deployments of compact equipment such as electric mini-excavators

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and loaders. Key barriers include the lack of high-capacity battery technology for heavy-duty use, limited charging
infrastructure on construction sites, and high upfront costs. Given these structural challenges, the industry’s
transition to electric equipment is expected to remain slow in the near term.

However, OEMs are gradually ramping up R&D and collaborating with global partners to localize electric
variants. EV penetration in CE is likely to see meaningful traction only post FY2027, once supporting ecosystem
and policy incentives are in place.

Outlook on the construction equipment industry (fiscals 2025 – 2030)

CE industry to record double digit growth in fiscal 2024 on a high base; growth to moderate in fiscal 2025

Construction equipment sector grew 26% in volume terms in fiscal 2024 driven by growth in the end user
industries. Volume growth normalisation of 3-4% is seen in fiscal 2025 with the industry to breach high levels of
120K+ in volume sales with growing end user industry segments like roads, railways and urban infrastructure.

The infrastructure sector growth is led by healthy rise on high bases in state and central government capex budgets,
government initiatives such as Gati Shakti and the focus on NIP to boost the infrastructure segments while mining
sector is expected to show growth in fiscal 2025 in order to meet the rising demand from the power and metal
sectors.

The volume sold are at an all-time high with rising infra and mining activity in the backdrop coupled with newer
machinery complying to the BS-IV norms introduced in the market.

With humongous central government push and rising spur in construction activities, market size is expected to
increase due to higher realisations and increase in prices passed on to consumers due to cost inflation of raw
materials. However, since volumes have reached to peak in fiscal 2024, the momentum is moderate in fiscal 2025.

Review and outlook of Equipment volumes

CAGR FY23-25: 13.6% CAGR FY25-30P: 5-7%


180 160-170 30%
160 26% 25%
140
Thousand Units

117 120
120 20%
93
100
15%
80
60 10%
40
5%
20 3%
0 0%
FY23 FY24 FY25 FY30P

Sales Volumes (Units) Volume Growth

Source: Industry, CRISIL Intelligence

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Figure 5: Earthmoving equipment continues to form largest share in industry

4% 4% 4% 6%
15% 15% 15%
20%
7% 7% 7%
6%

44% 42% 41% 28%

40%
30% 32% 33%

FY22 FY23 FY24 FY25

Backhoe Loader Excavator Other EME MHE RCE

Note: EME – Earth Moving Equipment, MHE – Material Handling Equipment, RCE – Road Construction Equipment
Source: Industry, CRISIL Intelligence

Long term potential intact driven by growth in end-user segments

The construction industry in India is expected to grow steadily at an annual rate of 5-7% between fiscal years
2026 and 2030. This growth will be mainly driven by increased spending on infrastructure projects such as roads
and railways, supported by both central and state government investments.

Review and outlook on the Indian Automotive Components industry

Auto component production (which includes sales to OEMs, exports and the replacement market) has increased
at 13.4% CAGR to Rs 8,622 billion in fiscal 2025 from Rs 4,592 billion in fiscal 2020. The Indian automotive
component sector has experienced robust growth, driven by a combination of factors including resilient domestic
demand, increase in exports, and enhanced value addition. As the country navigates its transition towards
advanced mobility solutions, the industry is undertaking requisite investments, adopting cutting-edge
technologies, and augmenting localization efforts to effectively cater to both the domestic and international
markets.

While domestic sales are more volatile due to various factors such as regulations, fuel prices, economic cycles,
etc. that impact short-term demand, exports and the aftermarket help buffer overall growth in auto component
production from similar fluctuations.

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Figure: Domestic production of auto components (fiscal 2020 to fiscal 2025)

CAGR FY20-25: 13.4%

8,622
7,881
7,228

5,570
Rs Billion

4,592 4,431

FY20 FY21 FY22 FY23 FY24 FY25


Note: 1 USD = INR 84.6, which is the average considered for fiscal 2025
Source: Automotive Component Manufacturers Association of India, CRISIL Intelligence

The domestic auto components industry largely comprises small and medium enterprises. The industry is
composed of 780+ organized players and 5,800 unorganized players. In terms of revenue, however, the organized
segment dominates. Auto Component Manufacturers Association (ACMA) members represent 85% of the overall
industry turnover. Over the past few years, more auto component companies have been registering as members
of the ACMA.

Figure: Review of auto component production segments by vehicle category, revenue share

2% 1% 2% 2% 2% 2%
3% 3% 3% 3% 3% 3%
6% 7% 10% 6% 8% 7%
10% 12% 7% 9% 9%
7%
15% 15%
Market share in %

12% 16% 15% 16%

21% 20% 22% 18% 19%


24%

43% 45% 44% 44% 44%


38%

FY19 FY20 FY21 FY22 FY23 FY24

PV 2 wheeler LCV MHCV Tractor 3 wheeler Construction

Source: Automotive Component Manufacturers Association of India, CRISIL Intelligence

Auto component production revenue increased at 13.4% CAGR between fiscals 2020 and 2025, helped by the
economic recovery, buoyant demand from the OEM and replacement markets as well as increase in exports.
CRISIL Intelligence estimates domestic auto component production revenue to increase 7-9% in fiscal 2026.

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Production of automotive components depends on consumption by different end-user segments, such as OEMs,
exports and the replacement market.

Figure: Trend in domestic production of automotive components (fiscal 2020 to fiscal 2025), INR billion

1,923
1,760
1,615 999
Rs Billion

939
853
1,416
1,026 987 742
694 645
5,183 5,700
4,760
2,872 3,412
2,799

FY20 FY21 FY22 FY23 FY24 FY25

OEM Replacement Exports

Source: Automotive Component Manufacturers Association of India, CRISIL Intelligence

Figure: CAGR trend in domestic production of automotive components (fiscal 2020 to fiscal 2025)

OEM Replacement Exports


FY 2020-25 14.7% 7.6% 13.4%
Source: CRISIL Intelligence

Auto component production revenue has surpassed the fiscal 2020 levels, when the industry reported robust
growth across segments. Passenger vehicles, commercial vehicles and tractors are seen surpassing pre-Covid
levels of production in fiscal 2023 while 2W, 3W will recover from the slump in fiscals 2021 and 2022, albeit
remaining below pre-Covid levels. Healthy demand from OEMs will drive auto-component demand followed by
the replacement and export markets.

The second wave in April 2021 and the resultant lockdown impacted industry revenue in the first quarter of fiscal
2022. Post the reopening, there was some recovery in the industry in the second half. Growth in the fiscal was
aided by economic recovery, buoyant demand from key export destinations such as North America and Europe
and increased demand from the replacement market led by pent-up demand.

Review of exports of auto components (fiscal 2020 to 2025)

Auto component exports grew at a strong 13.4% CAGR during fiscals 2020-2025. Even during fiscals 2017-2020,
exports increased to a healthy 11% CAGR. There was a contraction in fiscal 2021 amid the pandemic and related
restrictions.

Growth drivers for Indian auto component industry

Demand side factors:

Vehicle production: PVs, CVs and tractors are seen surpassing pre-Covid levels of production in fiscal 2025
while 2W, 3W will recover from slump in fiscals 2021 and 2022, albeit still below pre-Covid levels. Healthy
demand from OEMs has been driving auto-component demand followed by replacement and export markets.

CRISIL Intelligence expects almost all vehicle segments to log robust production growth over fiscals 2025-30P.
Production of 2Ws, 3Ws, PVs and CVs are projected to grow at a CAGR of 8-10%, 8-10%, 6-8% and 3-5%,
respectively, over the forecast period.

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Rising Per capita income: According to the International Monetary Fund’s estimates, India’s per capita income
(at current prices) is expected to increase at a 9.19% CAGR over CY 2025-30.

Investment in Infrastructure: Infrastructure improvements are expected to support automobile demand on


account of employment generation, and improved accessibility and mobility.

Ride sharing: Rise of ridesharing and the gig economy can drive demand for auto components as vehicles in
these services tend to have higher usage and mileage, which leads to more frequent wear and tear on parts like
tires, brakes, and engine components. The constant operation also increases the need for regular maintenance and
part replacements, benefiting the aftermarket segment of auto companies. Moreover, fleet operators seek to keep
vehicles in optimal condition, which further drives demand for auto parts.

Electrification

To curb pollution levels, EVs are gaining global interest. In India as well, EVs are gaining popularity as the
government is extending support via various policies to encourage EV adoption. Furthermore, growing awareness
and concern for environmental issues is likely to drive electrification in India. The government support, coupled
with rising awareness about EVs, environmental concerns, as well as the expansion in EV infrastructure is driving
electrification in India. The EV segment received a real thrust in the last two years backed by model launches at
competitive rates, price hikes in ICE vehicles, elevated fuel costs as well as an improvement in infrastructure
support. Schemes such as Electric Mobility Promotion Scheme 2024 (EMPS 2024), FAME, PM E-DRIVE and
PLI have offered a thrust to both demand and supply side of the EV market.

Supply side Factors:

• India has a cost advantage in auto component production since it has cheap labour costs, is the world's
second-largest producer of steel, and is close to important automotive markets. This makes it an ideal
location for businesses to source vehicle components.
• India exports a significant amount of car components, which is likely to increase in the future years.
India excels at manufacturing particular types of vehicle components, such as shafts, bearings, and
fasteners, giving it a competitive advantage over other countries.
• The industry has been continuously upping its quality standards and developing new products to compete
globally. Trade liberalisation in western markets has led to the emergence of Asia as an export hub for
Europe, and North and South America over the past decade. With supply-chain realignment, several
countries (including India) are likely to emerge as global outsourcing hubs in the coming years.
• Many domestic manufacturers have successfully entered strategic alliances/collaborations, while others
are actively testing the waters. Many of the world’s leading Tier 1 suppliers have set up manufacturing
facilities in India. in key automotive hubs such as Maharashtra, Tamil Nadu, National Capital Region
(NCR) and Gujarat.
• Changes in the process of manufacturing and designing will support the pricing power of component
manufacturers. Decline in auto component manufacturing in Europe largely due to rising energy costs,
driven by geopolitical tensions and stringent environmental regulations, which have eroded profitability
and led to reduced production capacity have also contributed to India’s advantage. At the same time, the
China +1 strategy has driven companies to diversify their manufacturing bases, with India emerging as
a preferred alternative as a key export hub for automotive components, due to its lower costs, supportive
government policies, and strategic location near growing markets.
• Moreover, the decline in CNG prices during the fiscal year 2024 supports the shift toward greater CNG
usage, reinforcing the long-term potential for its adoption in vehicles. Volatile fuel prices, coupled with
potential government incentives for eco-friendly alternatives, could further stimulate demand for CNG-
powered vehicles.
• Powertrain industry benefits from a dual-channel demand structure, ensuring stability and growth across
economic cycles. When new car sales increase, OEM demand for powertrain components rises as
automakers ramp up production. Conversely, consumers retain their vehicles longer, driving demand for
replacement powertrain products in the OES aftermarket. This acts as a demand driver when the OE
demand/new vehicle sales experience a dip.

Outlook of Indian auto components industry (fiscal 2025 to 2030P)

CRISIL Intelligence expects auto component market size to grow at 9-11% CAGR between fiscals 2025 and 2030
to reach INR 13,500-14,500 billion. This is primarily driven by an increase in production off-take across all

236
vehicle segments, which will support growth in the OEM market. Long-term growth will appear higher over a
low base wherein the auto component industry witnessed a significant decline in the preceding two fiscals (fiscals
2020 and 2021). Demand from all segments has grown further post fiscal 2023.

CRISIL Intelligence projects auto component revenue would increase 7-9% in fiscal 2026. The growth in fiscal
2026 will be aided by continued economic growth (GDP growth of ~6.5%), buoyant demand from the OEM and
replacement market. Auto component exports (accounting for 22% of the overall demand in fiscal 2025) are
projected to record a 6-8% on year growth in fiscal 2026. The growth would be on the back of demand from North
America and Europe which together contribute ~60-65% to the export demand. Export revenues are also expected
to be supported by increased global demand and China +1 strategy. However, rising inflation and global economic
slowdown remains key monitorable.

Figure: Outlook on domestic production of auto components, by value INR billion (fiscal 2025 to fiscal
2030P)

CAGR 25-30P: 9-11%

13500-14500

9225-9400
INR Billion

8622
7881

FY 24 FY 25 FY 26E FY 30P
E: Estimated, P: Projected
Source: CRISIL Intelligence

Figure: Outlook on domestic production of auto components (fiscal 2025 to fiscal 2030P)

CAGR: 9-11% CAGR: 6-8% CAGR: 8-10%

7,500-11,500
Rs Billion

5,700

2,550-2,950
1,923
1,200-1,600
999

OEM Replacement Exports

FY25 FY30P

E: Estimated, P: Projected
Source: CRISIL Intelligence

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OEM demand is expected to clock 9-11% CAGR between fiscals 2025 and 2030 on the back of robust production
growth across asset classes in the medium term (on a low base) and aided by realization growth via OEM price
increases.

The auto component replacement market is projected to increase by 6-8% CAGR between fiscals 2025 and 2030.
This is due to healthy OEM sales barring the pandemic impacted fiscal 2020 and 2021 along with two to three
years of replacement cycles. Moreover, auto component players undertook price hikes to offset the uptick in
commodity prices. Hence, rising realization, to some extent, coupled with pent-up demand from fiscal 2021
wherein the vehicular movement was restricted is likely to aid the demand growth. Besides, demand in the
replacement market is expected to grow due to an increase in penetration of cab aggregator services in the overall
stock of passenger vehicles. Nonetheless, increased durability of components (better quality), better road
infrastructure and increase in service intervals would restrict the robust growth.

Review and outlook of Tenneco Specific Components

Tier I suppliers are entities which supply products directly to the Original Equipment manufacturers (OEM) which
are into the production of 2W, 3W, PV, CV and OH vehicles. Tier I companies that offer complete or assembled
products such as transmission, engines, electronics, etc. OEMs prefer single suppliers for critical components to
ensure consistent quality, streamline logistics, and enable close collaboration on design and performance. This
approach reduces variability and enhances efficiency, though it requires strong trust and risk management due to
dependency on one source.

The automotive industry is characterized by high customer stickiness due to the customized and technology-
intensive nature of products, as well as the stringent and time-consuming product approval processes. This creates
a barrier to entry for new suppliers, making it difficult for them to board new customers. As a result, existing
suppliers with established relationships and approved products have a competitive advantage, leading to a stable
and predictable revenue stream. The industry's dynamics favor long-term partnerships and relationships, where
suppliers invest in research and development to meet the evolving needs of their customers, and customers
prioritize reliability and quality over the price and new supplier onboarding.

Also, Tier 1 vendors play a crucial role in the supply chain, providing independent or integrated components to
the automotive industry. They work with Tier 2 and Tier 3 vendors, adding value to products through
manufacturing, design, or integration, and generating revenue by transforming raw materials into higher-value
products. Tier 2 suppliers provide products and services to Tier 1 suppliers and often directly to OEMs. As direct
suppliers to OEMs, Tier 1 vendors occupy the second level in the supply chain pyramid, promoting efficiency
and specialization in the industry.

Overview of the Tenneco specific auto components

The company primarily deals with Clean air solutions, ignition systems, bearings, sealings, and shock absorbers
& struts. Clean air solutions include exhaust systems and catalytic converters that form part of cold end and hot
end of an aftertreatment system. The Ignition system includes spark plugs used in 2W, 3W, PV and SCV
segments. Bearings include engine bearings used in automotive and off-highway applications. Sealings include
cylinder head gaskets, turbo gaskets and exhaust system gaskets. Suspension includes shock absorber and struts
used in the automotive applications.

End market End market vehicle


Clean air Ignition Bearings Sealings Suspension
channel segment
2W/3W
PV
OEM Demand
CT & OH
Industrial (genset)
2W/3W
AM Demand PV
SCV
Note:
• OH includes construction equipment, tractors and mining vehicles (dump trucks)
• Please note: The catalytic converter considered above do not include the ceramic substrate or any catalyst elements. Tenneco only
performs canning and packaging of the ceramic substrate and hence, it is not part of the current market size, or the Tenneco
revenues considered for market positioning.

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Review and outlook of domestic Clean air solutions

Indian automobile industry is shifting towards low or no emission driven by government regulations and
increasing need for ecofriendly vehicles. Aftertreatment systems in a vehicle are designed to reduce emissions
and pollutants released into the atmosphere. These systems are typically used with ICE vehicles, particularly
diesel engines, to minimize the environmental impact of vehicle emissions. The primary goal of aftertreatment
systems is to reduce harmful emissions such as nitrogen oxides (NOx), particulate matter (PM), carbon monoxide
(CO), and hydrocarbons (HC). Hence to reduce emissions, the automotive industry is focusing on developing
advanced technologies such as exhaust gas recirculation (EGR) system and selective catalytic reduction (SCR)
systems that are part of the modern aftertreatment systems. The use of aftertreatment systems in construction
equipment, tractors and industrial applications (gensets) is also on the rise with tightening emission regulations.

Some common aftertreatment systems found in vehicles are Diesel Particulate Filter (DPF), Selective Catalytic
Reduction (SCR) System, Diesel Oxidation Catalyst (DOC), Ammonia Slip Catalyst (ASC) and Exhaust Gas
Recirculation (EGR) System.

Exhaust system: Exhaust system in a vehicle plays a crucial role in reducing emissions and improving fuel
efficiency and enhance overall vehicle performance. The exhaust system is a critical component of a vehicle,
responsible for directing exhaust gases away from the engine and reducing emissions. Major components of the
exhaust system are exhaust manifold, downpipe, muffler, tailpipe and exhaust pipes. Exhaust manifold collects
exhaust gases from the engine's cylinders and directs them into the exhaust system. Downpipe connects the
exhaust manifold to the catalytic converter or turbocharger. Muffler is responsible for reducing the noise level of
the exhaust gases. The muffler also helps to regulate the flow of exhaust gases, ensuring that they are directed
away from the vehicle. Tailpipe which is part of the cold end directs the exhaust gases out of the vehicle. Exhaust
pipes are responsible for connecting various components of the exhaust system.

Catalytic converter: The catalytic converter is a vital component of a vehicle's emission control system,
responsible for reducing harmful pollutants and emissions from exhaust gases. A catalytic converter uses a
catalyst to convert pollutants in the exhaust gases into harmless substances. It is typically located between the
engine and the muffler, and its primary function is to reduce the emissions of CO, HC, and NOx. The catalytic
converter uses a catalyst, typically made from precious metals such as platinum, palladium, and rhodium, to
facilitate chemical reactions that convert pollutants into harmless substances.

Source: Tenneco

Emission norms and applicability to automotive industry

To enhance energy security and improve efficiency in use of energy for sustainability. The government has taken
several measures, including diversification in sources of imports, promotion of alternate fuels, increasing
production of oil and gas, substitution of energy refinery processes, and notification of fuel efficiency norms. The
government has been promoting the use of biofuels such as ethanol and biodiesel to reduce environmental
pollution.

Auto Fuel Vision and Policy-2025 initially proposed the implementation of BS-IV emission norms from
01.04.2017, BS-V emission norms for new vehicle from 01.04.2020 and BS-VI emission norms from 2024.
However, Government decided to move directly from BS-IV to BS-VI emission norms in April 2020. India’s
decision to leapfrog from BS-IV to BS-VI in just three years, compared to a decade in Europe posed a major
challenge. European solutions weren’t directly applicable due to cost, infrastructure, and vehicle differences.

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Achieving a 50% reduction in particulate matter and 87% reduction in nitrogen oxides required significant
innovation.

The Bharat Stage (BS) norms in India are emission standards instituted by the government to regulate the output
of air pollutants from internal combustion engine equipment, including motor vehicles. These norms are designed
to improve air quality by reducing vehicle emissions and are aligned with the European emission standards. The
implementation of BSVI Stage II norms, effect from April 2023, will have significant impacts on vehicles in
India. Here’s a concise overview of these effects.

• Real Driving Emissions (RDE): Mandatory testing to ensure vehicles meet emission standards in real-
world driving conditions.
• Enhanced On-Board Diagnostics (OBD 2): Advanced OBD systems to monitor real-time emissions and
ensure ongoing compliance.
• Stricter Emission Limits: Tighter limits for pollutants like NOx, PM, HC, and CO

The implementation of BSVI emission norms has led to a significant reduction in vehicular pollution. This drives
towards the development of improved engine technologies such as introduction of advanced emission control
system, installation of catalytic convertor or diesel particulate filters (DPF) to reduce particulate matter and
selective catalyst reduction (SCR) systems for reduction in Nitrogen Oxides (NOx) emissions in BS-VI
compatible vehicles. The shift to BSVI norms has created a surge in demand for Clean air solutions including
filters, catalytic converters and sensors.

Emission norms and applicability to construction and mining equipment

Construction equipment (excavators, loaders, compactors, and cranes) and mining equipment (dump truck) emit
pollutants like particulate matter (PM), nitrogen oxides (NOx) and carbon monoxide (CO) contributing to air
pollution. They also emit greenhouse gases (GHGs) like carbon dioxide (CO2), methane (CH4) and nitrogen
oxide (N20) which contribute to climate change.

The construction equipment vehicles (CEVs) are regulated by Bharat stage CEV emission norms, stage IV came
into effect from April 2021, and latest CEV stage V implemented from 1 st January 2025 aligning with European
stage IV and V standard for diesel engines used in non-road mobile machinery. India will become the third region
outside of the European Union and United states to adopt Stage V-equivalent emission standards. Non-wheeled
equipment, mainly deployed in off-road / off-highway applications like mining and irrigation, continues to be
outside the purview of these emission norms for now, in contrast with developed markets (like the EU), where
such equipment is treated at par with the on-road CEVs and is regulated together under common norms.

CEV V emission standards will also accommodate a wider range of engines including those smaller than~37kw
and larger than 560kw and stringent emission limits on particulate matter (PM), particulate number (PN) (BS V
only), nitrogen oxide (NOX), hydrocarbon (HC), and carbon monoxide (CO). This is the first time India has
adopted one set of consistent standards regulating both agricultural and construction equipment.

The stringent PM and PN limits are set at a level which will ensure diesel particulate filters, the key technology
needed to effectively control particulate matter emissions from diesel engines, adopted as expected in the
European Stage V standards. Engines equipped with selective catalytic reduction also must meet ammonia
emission limits of 25 ppm for those less than 56 kW, and 10 ppm for those above 56 kW. Stringent emission
regulations are critical to prevent a significant increase in air pollution from non-road diesel equipment. By
implementing emission norms for construction equipment and mining, industries can reduce pollution and
promote sustainable development.

Emission norms and applicability to Genset Industry

The genset industry, also known as the generator, set industry, is a sector that manufactures and supplies generator
sets, which are used to generate electricity in various applications, including residential, commercial, industrial,
and recreational. The industry is driven by the growing demand for reliable and efficient power generation
solutions or power backup solutions, particularly in areas where the grid is unreliable or non-existent. There are
different types of gensets including diesel, gasoline, natural gas and biofuel. Diesel generators are primarily used
to provide backup power in industries. However, these generators emit harmful substances such as NOx, Sulphur
dioxide (SO2) and PM contributing to air pollution

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The Central Pollution Control Board (CPCB) has established guidelines for genset emissions, including limits for
PM, NOx, CO and SO2. India has adopted stage II and III emission norms for genset aligning with international
standards. With the introduction of CPCB IV+ emission standard government aims to achieve 90% decrease in
PM and NOx concentration in generator exhaust, surpassing the existing CPCB II standard. These emission
standards are designed to simplify the regulatory landscape by establishing a single benchmark for portable and
fixed generators, regardless of fuel type, with a power output of up to 800 KW to streamlined approach towards
maintaining strict emissions reduction targets.

The CPCB IV+ guidelines will also drive towards significant technological evolution within the diesel generator
industries. The manufacturers are required to invest in advanced engines and emission control technologies,
including electronic fuel systems, advanced after-treatment systems (ATS), and exhaust gas recirculation (EGR)
systems, to meet these standards. These advancements will lead to more efficient fuel combustion, improved
pollutant control, and enhanced fuel efficiency.

The genset manufacturers must acquire type approval from CPCB, demonstrating compliance with emission
norms. The manufacturers must also ensure conformity of production (CoP), verifying that genset meet emission
standards during production. Noise pollution (Control and Regulation) complies with noise pollution regulation
such as those specified by the CPCB.

Emission norms and applicability to Tractors Industry

Tractors follow non-road emission standards aligned with the BS emission norms. For a long time, both
agricultural tractors and Construction Equipment Vehicles had the same emission standards under Bharat Stage
(CEV/TREM). In September 2020, the agricultural machinery (TREM) and construction equipment vehicles
(CEV) norms were separated.

TREM IV emission norms are the latest standards introduced by the Indian government to control the release of
harmful gasses from diesel engines. TREM IV norms came into effect from 1st January 2023. The norms would
be applicable only for more than 50 HP tractors, which forms a smaller category of total tractors produced in the
country. Those below 50 HP, which comprises most of the tractors, operate under the TREM-IIIA emission norm.
TREM IV focuses on CO, HCs, NOx, PM, and PN pollutants. There is a requirement for advanced technologies
such as EGR (exhaust gas recirculation), SCR (selective catalytic reduction and DPF (diesel particulate filter) in
this standard. TREM-V norms are expected to be rolled out in April 2026.

Stringent emission norms driving the adoption of advanced aftertreatment systems

Globally, countries are adopting stricter emission norms and zero-emission targets. Countries including India
have adopted stricter emission norms in the past and are expected to continue implementing stricter emission
norms across vehicle segments including PVs, CVs, tractors, construction and mining equipment. India and other
countries are expected to continue implementing stricter emission standards across the PV, CV and OH end
markets, such as Corporate Average Fuel Efficiency/Economy (CAFE) norms, Tractor Emission Regulation of
India V (TREM V), Bharat Stage 7 (BS7), Construction Equipment Vehicle (CEV-V) and Central Pollution
Control Board (CPCB IV+).

As emission norms are becoming more stringent after treatment system manufacturers design and produce newer
products to meet the standard, leading to the use of advanced tech that complies with the emission and
performance. These advance techs add cost and complexity to the after-treatment systems. Thus, the realization
of the after-treatment system increases as the emission norms are becoming more stringent.

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Note: These new standards aim to further reduce levels of harmful emissions such as hydrocarbons, carbon dioxide, nitrogen oxides and
particulate matter, from vehicles.
CAFE III standards are likely to be implemented from 2027-2032, propose carbon emission targets of 91.7 gm CO2 per km, and 70 gm CO2
per km for CAFE IV norms from 2032-2037 based on the World Harmonized Light Vehicles Testing Procedure (WLTP).

Review and Outlook on domestic Clean-air solutions industry, fiscal 2024-30P

Clean air solutions primarily include exhaust systems and catalytic converters that are used in on-road, off-
highway and industrial applications. Catalytic converters and exhaust systems are applicable for on-road vehicles
such including PV, CV and SCV owning to the BS VI regulation mandating the treatment of exhaust gases.
Tractor segment is regulated by TREM regulations, however, TREM IV is only applicable to tractors above 51
hp, whose share is ~10% in overall tractor industry. The rest of the 90% are unregulated and hence do not need
catalytic converters. The OH category is regulated through CEV emission norms mandating the need for catalytic
converters.

Segment Component Market Channel


Clean air solutions (Catalytic Convertor and Exhaust
PV Domestic OE
Systems)
CV (Commercial Clean air solutions (Catalytic Convertor and Exhaust
Domestic OE
vehicles) Systems)
OH (Off-highway) Clean air solutions (Catalytic Convertor) Domestic OE
Industrial (Power- Clean air solutions (Catalytic Convertor)
Domestic OE
Gen)
Note: For market sizing under OH, tractors, construction equipment and mining dump trucks that are above 560kW are considered

242
Clean air solutions market size (fiscals 2025-30P)

CAGR 25-30P: 8-10%


79,500-87,500

58,500-60,000
54,234
INR Million

FY25 FY26E FY30P


Note: E: Estimated, P: Projected
Source: CRISIL Intelligence
Please note: The catalytic converter considered above do not include the ceramic substrate or any catalyst elements. Tenneco only performs
canning and packaging of the ceramic substrate and hence, it is not part of the current market size, or the Tenneco revenues considered for
market positioning.

Clean air solutions market at an overall level is estimated at INR 54,234 million in fiscal 2025. It is expected to
grow at a CAGR of 8-10% between fiscal 2025 and fiscal 2030 to reach INR 79,500-87,500 million. The market
is primarily driven by strengthening emissions regulations mandating the need for more advanced aftertreatment
systems.

Clean air solutions market size for PV (fiscals 2025-30P)

CAGR 25-30P: 6-8%

46,500-51,000

36,500-37,500
34,813
INR Million

FY25 FY26E FY30P


Note: E: Estimated, P: Projected
Source: CRISIL Intelligence

Clean air solutions market for PV is estimated at INR 34,813 million in fiscal 2025. It is expected to grow at 6-
8% CAGR over the fiscal 2025-30 to reach INR 46,500-51,000 million in fiscal 2030. Passenger vehicles are
expected to grow by CAGR 4-6% to reach 5.3-5.7 million units in the fiscal year 2030. As the passenger vehicle
grows, the traditional ICE will continue relying on Catalytic system and rise of alternate technologies such as
hybrid and CNG drives the demand for Clean air solutions. Increasing environmental awareness and fuel cost
benefits are driving CNG vehicles especially in PVs, CNG vehicles require specialized TWCs optimized for
methane reduction, creating a niche but growing segment of the Clean air solutions.

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Clean air solutions market size for SCV and others (fiscals 2025-30P)

CAGR 25-30P: 5-7%

7,100-7,800
INR Million

5,800-6,000

5,606

FY25 FY26E FY30P


Note: E: Estimated, P: Projected
Source: CRISIL Intelligence
Please note: Others – Industrial section (Power gensets)

The SCV/I market is estimated at INR 5,606 million in fiscal 2025 while SCV market is estimated at INR 4,105
million for the same period. The industrial category which includes Power-gen (Gas and Diesel gensets) segment
stood at INR 1,501 million with an expected CAGR of 6-8% to reach INR 2,000-2,200 million by the fiscal year
2030.

Clean air solutions market size for CTOH (fiscals 2025-30P)

CAGR 25-30P: 13-15%

25,400-27,800

15,500-16,000
INR Million

13,815

FY25 FY26E FY30P


Note: E: Estimated, P: Projected, CTOH includes CT (>3.5 to 55 tons), OH, Tractors and Mining
Source: CRISIL Intelligence

CTOH category, which includes CTs and Off-highway vehicles, stood at an estimate of INR 13,815 million in
fiscal 2025 and it is expected to grow with CAGR of 13-15% between fiscal 25-30 to reach INR 25,400-27,800
million. The OH category (mining, tractors and construction equipment) is estimated to be INR 976 million and
it is expected to grow by 10-12% CAGR to reach INR 1,500-1,800 million by fiscal 2030. Clean air solutions
market for tractors will get a boost in the fiscal year 2027 with the introduction TREM-V norms in the month of
April 2026.

Heavy-duty trucks and buses will drive the substantial demand for SCR and DPF systems, as BS-VI norms
mandate the PM reduction. Furthermore, the expansion of City Gas Distribution (CGD) network will increase
demand for methane-optimized TWCs. Clean air solutions will grow modestly as CNG displaces diesel.

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Earthmoving segments (Dozers, excavators and loaders) dominate the construction equipment market majorly
due to infrastructure development of highways, and smart cities. The shift to CEV IV/V compliant engines
increases demand for Clean air solutions to reduce particulate matter and NOx emissions. Also, growth in
warehousing, spurred by e-commerce drives the cranes segment thereby increasing the demand for SCR and DPF
systems for diesel variants. Mid-range tractors (30-50 Hp) contributes to the largest share in the Indian tractor
industry, driven by versatile agricultural use. OEMs are integrating TREM regulated engines, requiring SCR and
EGR systems to meet norms, especially as exports rise. In the high HP category (51 and above Hp), the segment
seems to grow driven by the rise in commercial farming and construction applications, these tractors use diesel
engines needing robust after treatment components to curb emissions.

Growth drivers and trends impacting the growth of the specific components in automotive industry

• With the Implementation of BS VI norms vehicles require to meet strict emission standards including
minimizing limits for pollutants such as particulate matter (PM) and nitrogen oxide (NOx) which were
mandated on 1st April 2020.This has led to an increased demand for catalytic converters and exhaust
system that can reduce the emissions.
• The growing middle class and urbanization drives demand for personal transportation, especially
passenger vehicles, that leads to a rise in demand for catalytic converters and exhaust systems in PV
segment.
• Engine downsizing and Increasing adoption of turbocharging technology in passenger vehicles require
advanced exhaust systems and catalytic converters.
• The growing adoption of alternate fuel vehicles such as hybrid and CNG drives demand for exhaust
systems and catalytic converters in alternate fuel space.
• The growing awareness of environmental issues and the need for sustainable transportation solutions
have driven the demand for low emission solutions.
• Shift towards SUV which is a diesel variant dominated vehicle segment requires diesel particulate filters
(DPFs), selective catalytic reduction (SCRs) and diesel oxidation catalysts (DOCs) which is a mandate
under BS-VI emission norm.
• Rise in consumer awareness for cleaner fuel solutions pushes the manufacturers to integrate advanced
after-treatment solutions.
• Increased movement of goods is driving the demand for fuel-efficient and low-emission trucks.
• Increased investment in highways, metro projects, and smart cities is driving demand for low-emission
construction equipment.
• Increase in construction activities for metro projects, commercial business parks and manufacturing
facilities would be a prominent growth driver for power-generation industry (Gensets) which in turn will
be growth factors for Clean air solutions

Emerging trends in Clean air solutions

• The implementation of stringent emission regulation norms driving manufacturers to adopt innovative
thermal management technologies to improve fuel efficiency and reduce emissions.
• The emerging trend in exhaust management systems focuses on developing cleaner, more efficient,
lighter systems to meet strict emissions regulations with advancement in catalysts, filtration technologies
and smart technologies.
• The exhaust mufflers are switching towards efficient, lightweight and durable designs. The growing
trend towards the adoption of advanced material such as stainless steel and aluminum in muffler
production.
• The stringent emissions norms are also inclined towards the active noise reduction and cleaner exhaust
system.

Company overview of key players

Sharda Motors: It is one of the leading Indian manufacturers specializing in exhaust systems, catering to both
passenger vehicles, commercial vehicles and off-highway vehicles. Product portfolio includes hot-end
components, cold-end components, and mufflers designed to meet stringent emission norms like BS-VI. With a
strong focus on innovation, precision engineering, and sustainability. Sharda motors collaborate with major
automotive OEMs to enhance vehicle performance. In 2019, company entered a JV with Purem Germany
(Eberspaecher Exhaust Technology International) for manufacturing of exhaust aftertreatment systems for Indian
commercial vehicles.

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SM Auto: It is one of the prominent manufacturers of exhaust systems and after-treatment solutions for the
automotive industry. It has technical collaborated with Eberspaecher GmbH & Co.KG for passenger cars exhaust
system and develops high-performance exhaust systems that meet stringent BS-VI emission norms for passenger
vehicles. The company also has technical collaboration for Trem - IV and Trem V for off-road vehicles with
Proventia OY, Finland.

Cummins Emission Solutions (CES): CES is a global player in after-treatment technologies, providing
advanced emission control solutions for on-highway and off-highway applications. The company holds expertise
in oxidation catalysts, particulate filters and SCR technology in compliance with BS-VI emission norms.

Faurecia Clean Mobility (Forvia): Faurecia Clean Mobility is a joint venture between Faurecia Emission
Control Technologies, France, and ANAND, India. The company manufactures range of aftertreatment products
and systems for passenger vehicles and commercial vehicles in India including Ammonia Storage and Delivery
system (ASDS), catalytic converters, SCR and diesel/gasoline particulate filters.

Tenneco: Tenneco is a global player in clean air technologies. Tenneco delivers industry-quality after-treatment
systems that helps vehicles meet stringent emission norms across the globe. In India, Tenneco has its presence in
PV, SCV, CV and OH (Off-highway vehicles). Tenneco’s leadership is evident in the CV category, where it is a
dominant supplier of emission control solutions. The company holds a commanding position in the PV segment.
In the OH category, Tenneco maintains a strong, reliable presence, supporting heavy-duty equipment in achieving
regulatory compliance. Tenneco India is the largest supplier of clean air solutions to Indian CT industry with a
market share of 57% in terms of value (revenue) and has a market share of more than 65% in off-highway OEMs
(excluding tractors) in terms of value (revenue) in fiscal 2025. For Indian PV OEMs, they are among the top 4
suppliers of clean air solutions in the market.

Review and outlook of domestic Suspension Components

Shock Absorbers

Shock absorber is a crucial suspension component designed to control and dampen the impact and vibrations
caused by road irregularities. It ensures that a vehicle maintains stability, traction, and comfort by absorbing
energy from the suspension system. Without shock absorbers, vehicles would experience excessive bouncing and
instability, making driving uncomfortable and unsafe.

Source: Tenneco

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Struts

Strut Assembly is a structural suspension component that combines a shock absorber and coil spring into a single
unit. It provides both damp and structural support, reducing the number of separate suspension components
needed. Struts support the vehicle’s weight, whereas shock absorbers only dampen motion.

Source: Tenneco

Suspension products market size (fiscals 2025-30P)

The overall suspension products market is expected to grow between 8-10% CAGR over the next five years
though fiscal 2025 reaching INR 165,500-181,500 million. In the domestic OE market, 2W accounts for a
significant portion, with an estimated INR 53,557 million market in FY25, while passenger vehicle market is
estimated at INR 27,407 million followed by 3W and SCV (small commercial vehicle) estimated at INR 1,236
million and INR 1,105 million respectively.

Domestic OE and AM suspension market (fiscals 2025-30P)

CAGR 25-30P: OE- 9-11%

AM- 4-6%

35,700-39,400
INR Million

30,500-31,200
29,379

128,100-140,400

83,305 90,800-92,500

FY25 FY26E FY30P

OE AM

Source: Crisil Intelligence


Note: OE includes 2W, 3W, PV, and SCV; E: Estimated, P: Projected

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Domestic Suspension market, revenue share (%), vehicle category, FY25 (Only OE demand)

1%

2W
33%
3W
PV
64%
SCV
1%

Source: Crisil Intelligence

The 2W segment leads the market with 64% share due to increasing demand for improved ride quality, better
suspension systems, and rising adoption of premium motorcycles and scooters. With the growing focus on road
safety and rider comfort, manufacturers are continuously innovating to offer advanced suspension technologies.
PV segment, with a ~33% share, is driven by the rising sales of SUVs equipped with high-performance shock
absorbers. As automakers focus on comfort, stability, and fuel efficiency, demand for advanced shock and strut
systems is expected to grow in the coming years.

While 3W and SCVs contribute a smaller share at ~1% and 1% resp., their market presence remains essential.
The push for last-mile connectivity and urban logistics solutions is expected to fuel demand for durable and cost-
effective suspension components in these segments.

Domestic PV AM suspension market

The domestic market size of AM is estimated at INR 15,500 million in FY25 and it is expected to reach INR
19,000-21,000 million in FY30 with a CAGR of 5-7% between FY25 to FY30. The aftermarket segment is heavily
influenced by vehicle parc, road infrastructure, driving behavior, and maintenance practices.

Domestic PV OE and AM suspension market (fiscals 2025-30P)

CAGR 25-30P:
OE- 8-10%
AM- 5-7%
19,700-21,800
INR Million

16,200-16,600
15,500

40,200-44,200
27,407 29,600-30,200

FY25 FY26E FY30P

OE AM

Source: Crisil Intelligence

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Domestic 2W, 3W and SCV OE and AM suspension market (fiscals 2025-30P)

CAGR 25-30P:
OE- 10-12%
AM- 4-6%
16,800-18,600
INR Million

14,400-14,800
13,879

90,000-98,600

55,898 61,400-62,600

FY25 FY26E FY30P


OE AM

Source: Crisil Intelligence


Note: E: Estimated, P: Projected
For OE: 2W, 3W and SCV is included
For AM: 2W, 3W, and SCV included

Key trends and growth drivers for Shock absorbers & struts

Technological advancements in suspension systems are transforming the automotive industry, particularly in
India, where vehicle performance, ride comfort, and durability are key concerns due to diverse road conditions.

Adaptive and semi-active suspension systems

Modern premium and high-end vehicles feature semi-active and adaptive suspension systems with sensors and
electronically controlled dampers that adjust in real time, improving ride comfort, stability, and handling.
Example: Vehicles with magnetorheological dampers adjust shock absorber stiffness based on road conditions,
reducing vibrations and improving stability. As technology becomes more accessible, semi-active suspensions
are making their way into more mainstream models. Also, with the rise of EVs, OEMs are moving towards
advanced and low noise suspension systems to achieve superior comfort and counteract the effects of battery
weight. For example, BE 6e and XEV 9e, the new EV models from Mahindra use intelligent semi-active dampers.
Also, Mahindra Roxx uses the first in-segment hydraulic rebound system (HRS), a suspension system that offers
improved ride quality than conventional products.

The demand for advanced suspension systems is driven by the need for enhanced driving experience and
performance. Premiumization in PVs, fueled by SUV demand, and electrification are expected to further boost
demand for advanced suspension systems in the automotive market.

Lightweight and high-strength materials: Suspension components are now being made with aluminum alloys,
carbon composites, and high-strength steel to reduce vehicle weight while maintaining durability. Lighter shocks
and struts contribute to better fuel efficiency, a crucial factor in India’s cost-conscious market.

Advanced Manufacturing Techniques: Technologies like 3D printing, laser welding, and precision forging
enhance the quality and reliability of shocks and struts, ensuring longer lifespan and improved performance.
Manufacturers are adopting automated production lines and AI-driven quality control systems to improve
efficiency.

Integration of Smart Sensors and IoT: Use of smart sensors in suspension systems allowing real-time
monitoring of road conditions, vehicle load, and driving dynamics with these systems providing predictive
maintenance alerts, reducing downtime and improving vehicle longevity.

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EVs and Hybrids: Transforming the Shocks and Struts market

Shift to electric and hybrid vehicles is reshaping suspension design due to their heavier battery packs, which
demand stronger and more durable shocks and struts. Additionally, the absence of engine noise makes suspension
vibrations and road noise more noticeable, driving the need for quieter, more refined damping systems.

Regenerative braking in EVs alters weight distribution and ride dynamics, requiring adaptive suspension
solutions. Many EVs now integrate air suspension and smart dampers, which enhance comfort, efficiency, and
compatibility with autonomous driving systems. As India's EV adoption grows, demand for advanced,
electronically controlled suspension systems will continue to rise.

Company overview of key players

Gabriel: Gabriel India Limited, is a leading Indian manufacturer of suspension products, including shock
absorbers, struts, and front forks. It caters to various automotive segments, including passenger cars, utility
vehicles, commercial vehicles, and two-wheelers on both OE and AM segments.

Endurance: Endurance Technologies Limited specializes in manufacturing and supplying suspension systems
for two-wheelers, and three-wheelers. They manufacture both adjustable and non-adjustable front forks and mono
shock absorbers for both OE and AM segment.

Tenneco: Tenneco is a dominant player in suspension technologies, offering cutting-edge suspension systems
that enhance comfort, handling, and vehicle stability. In India, the brand has established itself as a dominant
player in the PV segment. Tenneco India is the largest supplier of shock absorbers and struts to Indian PV OEMs
with a market share of 52% (in terms of value) (revenue) in fiscal 2025.

Review and outlook of domestic Ignition components

Spark plug is the device responsible for initiating combustion process in petrol engines. Typically, spark plugs
are positioned toward the top of the cylinder head. The housing (having multiple components), insulators, and
electrodes are the three primary components of a spark plug.

Source: Champions (Tenneco)

250
Review and Outlook on the domestic Spark Plug Industries, fiscal 2025-30P

Domestic OE and AM Spark plug market size (fiscal 2025-30P)

CAGR 25-30P:
OE- 4-6%
AM- 6-8%
INR Million

11,100-12,300
8,339 8,800-9,000

4,613 4,700-4,900 5,600-6,200

FY25 FY26E FY30P


OE AM

Note: E: Estimated, P: Projected


Spark plug market estimates include
For OE: 2W,3W, SCV and PV
For AM: 2W,3W, SCV and PV
Source: CRISIL Intelligence

The spark plug market including the sale of domestic OEMs and aftermarket is estimated at INR 4,613 million in
fiscal 2025. Domestic OE market is expected to grow at 4-6% CAGR over the fiscal 2025-30 to reach INR 5,600-
6,200 million in fiscal 2030. The market would be majorly accelerated by fast growing passenger vehicle segment
followed by two-wheeler, three-wheeler and small commercial vehicle.

PV OE segment stood at INR 2,796 million and AM stood at INR 3,247 million and it is expected to grow at a
CAGR of 2-4% for OE and 7-9% for AM from 2025 to 2030. For others segment (2W, 3W and SCV) OE segment
stood at INR 1,816 million and AM stood at INR 5,092 million and it is expected to grow at a CAGR of 6-8% for
OE and 6-8% for AM from 2025 to 2030.

Key growth drivers and trends impacting the Domestic Spark plug market

Implementation of BS VI emission norms

• BSVI engines require higher quality spark plugs with precious metals like platinum and iridium, which can
withstand the increased combustion pressure and temperature.
• BS VI engines are designed for better fuel efficiency and lower emissions. The spark plug plays a crucial role
in achieving these goals, leading to increased demand.
• Growing demand for gasoline direct engines has been adopted, which requires specialized spark plugs.
• BS VI norms have emphasized the importance of regular maintenance and servicing. This has led to an
increase in spark plug replacement, driving growth for the market.

Increased demand for CNG specific spark plug

• CNG vehicles require fewer spark plugs compared to petrol. The CNG engines typically use single spark
plug per cylinder whereas petrol engines use multiple spark plugs.
• CNG engines require specialized spark plugs designed to adapt to the higher combustion pressure and
temperature associated with CNG combustion. This will lead to demand for specialized spark plugs designed
for CNG vehicles.
• BSVI norms have played a significant role in supporting the growth of CNG vehicles. Strict emission norms
of BSVI have made CNG vehicles a more attractive option.
• CNG penetration in PV has increased from 7% in FY2020 to 17% in FY2025. CNG powered PV clocked
19% CAGR over the fiscal 2020-25.

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Rising vehicle population and advanced engine technology

India’s vehicle population is increasing rapidly, driven by rising incomes, urbanization and growing demand for
transportation. The domestics sale of passenger vehicle expected to increase by 5% CAGR over the fiscal 2025-
30. Advance engine technology such as gasoline direct injection (GDI) and turbocharging requires the use of
specialized spark plug that can tolerate higher engine pressure and temperature. Demand for strong hybrid
vehicles also increased significantly in fiscal 2024, which requires spark plug that can optimize engine efficiency,
reduce emission and improve fuel economy. The increasing vehicle penetration and advanced technology will
lead to an increase in demand for spark plugs.

Strong replacement market

As vehicles become more reliable and durable, their lifespan increases. This results in more vehicles requiring
spark plug replacement and hence it accelerates the overall demand. Also, the growing vehicle population creates
large aftermarket for ignition systems components, driving demand. The competitive market for the ignition
system including pricing strategies affects the overall demand. The aftermarket is driven by cost considerations,
with customers and mechanics alike seeking to reduce expenses by choosing lower-cost spark plug materials like
copper and nickel. In the independent aftermarket, mechanics often make purchasing decisions based on price,
favoring more economical spark plug options to maintain competitive pricing for their services.

Emerging trends in spark plug industries

• Increasing adoption of CNG, LPG and hybrid vehicles drives the demand for specialized spark plugs.
which accelerates the overall spark plug demand.
• Increasing demand for fuel efficiency and high-performance vehicles drives the demand for advanced
ignition systems. The growing demand for hybrid vehicles is driving demand for specialized spark plugs.
• Growing auto components e-commerce and online sales platforms are making it easier for consumers to
purchase the products online in turn driving the demand for auto components.
• The demand for platinum and iridium spark plug is increasing due to their superior performance,
durability and fuel efficiency, particularly advanced engines.
• Modern engines operate at higher combustion temperatures, leading to greater electrode wear. Platinum
and iridium, known for their heat resistance and durability, are increasingly used to support this
condition.
• The rise in hybrid vehicles, which require different types of sparks plugs than traditional gasoline
engines, is driving the demand for platinum and iridium spark plugs.
• The Auto manufacturers are inclined towards more efficient and cleaner-burning engines to comply with
stricter emission regulations globally, further driving demand for advanced spark plug technologies.

Company overview of key players

Key players in the Spark plug market are Bosch, Niterra India PVT LTD. (formerly known as NGK), Tenneco
India (Champion), and Denso India PVT LTD. Based on sales channel, the market is divided into OE and
aftermarket segments. The Indian spark plugs market features a mix of domestic and international players.
Companies like Denso, Bosch, NGK, Tenneco (Champions) have significant presence. The organized market
contributes 75-80% of the total Spark plug market and these companies’ supplies are preferred suppliers to leading
OEMs such as Bajaj Auto, Hero Honda, Yamaha, T.V.S., Kinetic, Maruti, Hindustan Motors, Piaggio Auto
Limited and Mahindra & Mahindra.

Bosch: Bosch is a brand known for their advanced ignition coil that enhances engine efficiency and reliability.
Bosch have some specialized spark plugs to meet high demand for turbocharged gasoline direct injection engines.
They also have double iridium and double platinum spark plugs to meet high engine performance and longer
service life.

Denso: Provides innovative solution with a focus on high quality material and cutting-edge technology ensuring
optimal ignition and reduced emissions. Denso spark plugs use iridium alloy for their center electrode because of
its extremely narrow diameter. Denso sparks plug range available includes Nickel, Iridium Power and Nickel TT
plugs and the end user industry includes passenger cars, commercial vehicles and two wheelers.

NGK: Specializes in precision engineered ignition coils catering to various vehicle types, promoting smoother
engine starts and better overall performance. Spak plug is categorized based on material such as Iridium, Platinum

252
and Copper/Nikel. Based on end user applications distinguish OEM, racing and CNG/LPG fuel types. NGK
sparks plug majorly supplies to all esteem OEMs and most demanding products in the aftermarket. It supplies to
all prominent vehicle categories such as Passenger cars, two-wheelers, three-wheelers.

Tenneco India (Champion): Champion is one of Federal Mogul’s flagship brands, known globally for its spark
plugs, filters, wipers, and other ignition products. In 2018, Federal Mogul was acquired by Tenneco Inc., and then
Champion continues to operate under Tenneco’s umbrella within its Motor parts division. Champion manufactures
spark plugs for PVs, 2W and Industrial applications.

Review and outlook of domestic Bearings and Sealings components

Bearings

Bearings play a critical role in an automobile by reducing friction between moving parts, supporting loads, and
ensuring smooth operation. They are used in various components, including the engine, wheels, transmission, and
suspension. Below is a comprehensive breakdown of different types of bearings in an automobile.

Engine Bearing products market size (fiscals 2025-30P)

The domestic OE engine bearings market is estimated at INR 4,915 million in FY25 and is expected to grow at a
CAGR of 6-8%, reaching INR 6,500-7,200 million by FY30. Growth will be driven by increased vehicle
production across segments, including passenger vehicles, CTs, off-highway vehicles, and tractors. The PV
accounts for a significant portion, with an estimated INR 2,782 million market in FY25 in OE demand, while CTs
& off-highway vehicle (OH + tractors) market is estimated at INR 1,044 million and INR 789 million in FY25.

Domestic OE and AM Engine Bearings market size (fiscal 2025-30P)

CAGR 25-30P:
OE- 6-8%
AM- 4-6%

2,000-2,200

1,730-1,780
INR Million

1,672

6,500-7,200
4,915 5,200-5,300

FY25 FY26E FY30P

OE AM

Note: E: Estimated, P: Projected


OE market size includes PV, SCV, CT, OH and tractors
AM market size includes 2W,3W, PV and SCV
Source: CRISIL Intelligence

The domestic bearings market is led by the passenger vehicle (PV) segment, which holds the largest revenue share
at 57%, driven by growing vehicle production, increasing demand for fuel efficiency, and the adoption of
advanced bearing technologies. Tractors account for 14% of the market, supported by consistent demand in the
agriculture sector and increasing mechanization while Small commercial vehicle (SCV) segment contributes 6%.
Meanwhile, CTs and off-highway vehicles hold 21% and 2% shares respectively, with demand primarily driven
by infrastructure development and construction activities. As industries continue to evolve, the need for high-
performance, durable bearings is expected to rise across all vehicle segments.

253
Domestic AM Engine Bearings market, value in INR Million, FY25-30P

Domestic market size of AM is estimated at INR 1,672 million in FY25 and it is expected to reach INR 2,000-
2,200 million in FY30 with a CAGR of 4-6% between FY25 to FY30. The aftermarket segment is driven by the
replacement cycle and vehicle parc. The improving rural economy and growing use of two-wheelers in last-mile
delivery by e-commerce players/food chains will increase two-wheeler miles driven, supporting the AM segment.

Engine Sealings

Gaskets and seals that prevent leaks of oil, coolants, and gases while ensuring proper compression and efficiency
in an engine. They include the cylinder head gasket, turbo gasket, heat shield, cold gasket and exhaust system
gasket, each playing a critical role in maintaining engine performance and reliability.

Domestic OE and AM Engine Sealings market size (fiscal 2025-30P)

CAGR 25-30P:
OE- 7-9%
AM- 4-6%

5,000-5,600

4,300-4,400
4,142

12,900-14,200
9,224 9,800-10,100

FY25 FY26E FY30P

OE AM

Source: Crisil Intelligence


Note: OE includes PV, SCV, CT, OH and tractors only.
Components included in sealings are:
Cold gaskets
Heat shield
Cylindrical head gasket
Turbo gasket
Exhaust system gasket

The sealings market is poised for growth, driven by rising demand for durable and high-performance components
in the automotive sector with OE market size expected to expand from INR 9,224 million in FY25 to INR 12,900-
14,200 million by FY30, reflecting a CAGR of 7-9% during FY25-30. This growth is supported by advancements
in sealing materials, increasing adoption in hybrid and CNG vehicles, and stringent emission regulations. As
manufacturers focus on improving thermal resistance, durability, and sealing efficiency, the sector is expected to
witness sustained expansion in the coming years.

254
Fig: Domestic engine sealings market, revenue share (%), vehicle category, FY25 (Only OE Demand)

PV
24%
SCV
49%
CT
7%
OH
17%
Tractors

3%
Source: Crisil Intelligence

Indian sealings market is led by passenger vehicles, which account for 49% of the total revenue share in FY25.
Major dominance is driven by the high demand for durable and high-performance sealing solutions in SUV
segment. CTs holds a significant share of 17% since CTs operate under extreme conditions, requiring advanced
sealing technologies to ensure engine efficiency, prevent leakage, and enhance vehicle longevity is a must.
Additionally, the expansion of logistics, infrastructure projects, and growing freight movement in India have
further boosted demand for truck components, including sealings.

Off-highway segment holds a 7% share, driven by increased mechanization in agriculture and infrastructure
development. The tractor segment also demands a share of 24%, reflecting the sector's dependence on robust
sealing technologies for engine reliability and hydraulic systems.

Domestic market size of AM is estimated at INR 4,142 million in FY25 and it is expected to reach INR 5,000-
5,600 million in FY30 with a CAGR of 4-6% between FY25 to FY30. Major share of the AM is driven by PV
segment and 2W segment.

Brief overview: Bearing & Sealing players

Daido: Daido Metal Co. Ltd. is one of the leading Japanese manufacturers specializing in plain bearings for a
wide range of applications, including automotive, industrial, marine and aerospace sectors. Daido Metal is
renowned for its expertise in plain bearing technology, especially in supplying engine bearings, thrust washers,
and bushings to Japanese automobile manufacturers and major global OEMs.

Bimetal Bearings Ltd.: BBL is a prominent Indian manufacturer specializing in high-performance engine
bearings and related components, established in 1961 in collaboration with Clevite Inc. USA, and Repco Ltd.
Australia. BBL is a key member of the amalgamations group – one of India’s largest engineering conglomerates.
BBL offers a comprehensive range of products catering to various automotive and industrial applications such as
crankshaft bearings and connecting rod bearings.

Taiho: Taiho Kogyo Co. Ltd. is a renowned Japanese manufacturing specializing in high-precision engine
bearings and related automotive components. Established in 1944 and headquartered in Toyota city, Aichi
Prefecture, Japan, the company has a significant presence in the automotive industry, particularly as a Tier-I OEM
supplier to major automakers. Taiho Kogyo’s product lineup includes main bearings, connecting rod bearings,
and thrust washers.

Talbros: Talbros is a prominent Indian automotive components group comprising two key companies: Talbros
Automotive Components Ltd. (TACL) and Talbros Engineering Ltd. (TEL). Both entities are integral to India’s
auto ancillary sector. Supplying a diverse range of components to OEMs and global markets. Headquartered in
Haryana, TACL is renowned for its extensive product portfolio including multi-layer steel (MLS), rubber-molded
and heat shield gaskets.

Elring Klinger: Elring Klinger, a German automotive supplier renowned for its expertise ins sealing and
shielding technology, lightweight components, and e-mobility solutions. Founded in 1879 and headquartered in
Dettingen an der Erms, Germany has approx. 45 locations worldwide, including a facility in Ranjangaon, India.
Key areas of expertise include sealings and shielding technology, lightweight components, e-mobility solutions,
and tooling.

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Tenneco: Tenneco’s bearings and sealings solution are critical component engineered to enhance engine
efficiency, durability and thermal performance. These components are integral to ensuring long-term reliability
in powertrain systems across multiple vehicle categories. In the Indian market, Tenneco has carved out a
stronghold in the PV segment, where its bearing systems are used in nearly half of the applications. The brand
holds a solid presence in CT space, underlining its expertise in supporting high-load, high-mileage operations.

Operational and financial profiling of key automotive component players competing with Tenneco.

Key player profiles

Key players in ignition solutions, clean air solutions, suspension solutions, bearings and sealings are Tenneco,
SKF India Pvt Ltd, Sona BLW, Bosch Ltd, Gabriel, and Sharda Motor Industries Ltd.

SKF India Pvt Ltd


Key facts Brief profile
Year of incorporation: 1961 SKF India Ltd was incorporated in the year 1961. SKF India is a part of the SKF
Group, a leading global supplier of rolling bearing and seals. It also offers extensive
HQ: Pune, India solutions and services in this area. Over the last century, SKF has grown from being
a bearings manufacturer to being a system/subsystems and solution provider. SKF
India provides products, solutions and services in the areas of rolling bearings,
seals, mechatronics, services, and lubrications systems.

Capacity: Total capacity-190 million bearings

Manufacturing Facilities -
1.Bengaluru-1
2.Haridwar-1
3.Pune-1
Apart from 3 manufacturing facilities SKF India Limited has 8 warehouses and 4
solution factories
SKFs Aftermarket business contributes 47% of the total sales as on fiscal 2024.
Exports: Exports are INR 3,783 million, which is about 8 % per cent of the total
sales in FY24

Global presence: Presence in 5 continents and 130 countries

Key clients: Tata Motors, Mahindra & Mahindra, Bajaj Auto, TVS, Yamaha, John
Deere and Maruti Suzuki.
ource: Company annual report

Sona BLW Precision Forgings Ltd

Key facts Brief profile


Year of incorporation: 1990 The company is an automotive systems and components manufacturer. The
company is involved in designing, manufacturing and supplying engineered
HQ: Gurugram, India automotive systems and components such as differential assemblies, gears and
conventional and micro hybrid motors, BSG system and EV traction motors across
all vehicle categories.
The company develops mechanical and electrical hardware systems, components as
well as base and application software solutions.

Capacity:
1. Gears-60.2 million
2. Strater motors-5.8 million
3. Differential assemblies-2.5 million
4. Traction motors- 0.4 million
Manufacturing Facilities:
1.Gurugram, Haryana-3
2.Chennai, Tamil Nadu-1
3.Pune, Maharashtra-1
4.Manesar, Haryana-1
Exports: The contribution of exports to total turnover of the entity is 57% in FY25.

256
Key facts Brief profile
Global presence: Presence in 3 continents and 7 countries including China, U.S.A,
Mexico, Belgium, Serbia, Germany and India

Key clients: Maruti Suzuki, Tata, TAFE, Mahindra & Mahindra, ITL, John Deere,
Escorts, DICV Trucks India, Volvo Eicher, and New Holland India
Source: Company annual report

Bosch Ltd.

Key facts Brief profile


Year of incorporation: 1951 Bosch India Ltd, formerly known as Motor industries company Ltd (MICO) was
established in 1951.The company is a subsidiary of Robert Bosch GmbH, the global
HQ: Bengaluru, Karnataka parent company. Bosch Ltd is one of the India-based auto component manufacturing
company. The company has presence in three business sectors, including Automotive
Technology, Industrial Technology and Consumer Goods and Building Technology.
The company manufactures diesel and gasoline fuel injection systems, automotive
aftermarket products, auto electrical, special purpose machines, packaging machines,
electric power tools and security systems.

Capacity: The company has 17 manufacturing sites and seven development and
application centers.

Manufacturing facility:
1.Gangaikondan, Tamil Nadu-1
2.Nashik, Maharashtra-1
3.Naganathapura, Karnataka-1
4.Bidadi, Karnataka-1
5.Jaipur, Rajasthan-1
6.Chennai, TamilNadu-1

Domestic: The independent aftermarket segment (IAM) contributes 60% of the total
mobility after-market business. The Mobility Aftermarket segment has 50,000 retail
touchpoints, spread across 650+ districts, as on FY2025. They have 15,000 authorized
workshops and service centers.

Exports: The contribution of exports to total mobility business is 9% respectively in


FY24.

Global presence: Asia, Europe and North America.


Bosch Ltd is largest development center in India outside of Germany.

Key clients: Bajaj, TVS, Tata Motors, Maruti Suzuki, Audi, Mercedes-Benz, BMW,
and Jaguar Land Rover.
Source: Company annual report

Gabriel

Key facts Brief profile


Year of incorporation: 1961 Gabriel India Limited is the flagship company of the Anand group, was established in
1961. The company operates through auto components and parts business segment.
HQ: Pune, Maharashtra The end user industry includes commercial vehicles, 2-wheelers, 3-wheelers,
passenger cars, railways and aftermarket.
The company manufactures a wide range of products such as shock absorbers, struts
and front forks for multiple automotive segments. It manufactures front forks and rear
shock absorbers for two-wheelers, McPherson struts and shock absorbers for
passenger cars, cabin dampers, seat dampers and suspension shock absorbers for
commercial vehicles, and shock absorbers for railway coaches
The distribution network connects 700+ dealers and 20,000 retailers across pan India.

Capacity: overall production capacity of 40 million units (As of FY’22)


1. Shock absorbers and Struts-24 million
Front Forks - 2.7 million

Manufacturing Facilities:
1.Mulund, Nasik and Pune-Maharashtra-3

257
Key facts Brief profile
2.Dewas-Madhya Pradesh-1
3.Hosur-Tamil Nadu-1
4.Khandsa and Gurgaon-Haryana-2
5. Parwanoo-Himanchal Pradesh-1
Domestic: The OEM constitutes 86% of the overall domestic business, 11% by
domestic aftermarket business and 3% by export as of FY25. Shocks and struts
generate 88% of the total aftermarket business.
Exports: The contribution of exports to total turnover of the company is 3% in FY25.

Global presence: Asia, USA & North America, South America, Europe, Africa and
Australia. Gabriel India established Gabriel Europe Engineering Centre as subsidiary.

Key clients: Mahindra, Tata motors, Skoda, Toyota, Volkswagen, Maruti Suzuki,
TVS, Ather, Ola, and others.

Sharda Motor Industries Limited (SMIL)


Key facts Brief profile
Year of incorporation: 1986
Founded in 1986, SMIL is an auto-ancillary company with global operations. The
HQ: Delhi, New Delhi company offers highly engineered products and services ranging from emission to
suspension systems, roof systems and supply chain management solutions. The
company caters to end-use industries such as passenger vehicles, farm equipment,
commercial vehicles and gensets. The company caters to both domestic as well as
international customers. The company has a comprehensive range of products,
including advanced exhaust systems, high-performance suspension components,
efficient roof systems, and others.

Annual Capacity:
1. Exhaust systems - ~1 million units
2. Suspension systems - ~1.8 lakh units
Manufacturing Facilities:
1. Sanand-Gujarat -1 (for exhaust system)
2. Nashik-Maharashtra-2 (for exhaust systems, roof systems and suspension
assembly)
3. Chakan-Maharashtra-3 (for exhaust systems and suspension assembly)
4.Chennai-Tamil Nadu-2 (for exhaust system and tube mills)
Domestic: SMIL’s market is majorly domestic by geography. The OEM constitutes
99.2% of the overall domestic business as of FY25.
Exports: The contribution of exports to the total turnover of the company is 0.84% in
FY25.

Global presence: Entered a technical partnership with Bestop Inc. USA for
manufacturing roof systems. Eberspacher Germany and SMIL entered a joint venture
to manufacture commercial vehicle exhaust systems in >4 liters category in India.
Dedicated Design & Development center at Namyang, South Korea

Key clients: Hyundai, Mahindra & Mahindra, Tata Motors, Ashok Leyland, Nissan,
TAFE, Sonalika, Kubota, Magna, MAN, Isuzu, Force Motors, Cummins, Kirloskar
and JCB
Source: Company annual report

Tenneco India

Key facts Brief profile


Year of incorporation: 1986
Tenneco established manufacturing operations in India in 1995. Tenneco Automotive
HQ: Hosur, Tamil Nadu India Pvt Ltd is a subsidiary of Tenneco Inc., a global manufacturer and distributor of
automotive products. It specializes in emissions control systems, powertrain
technologies, and performance solutions for various vehicles, including light vehicles,
CTs, and off-highway equipment. The company is involved in the design,
manufacturing and selling of automotive products for OE and the aftermarket for both
domestic and international customers. Tenneco India is part of the Tenneco group, a
U.S. headquartered key global Tier-I automotive component supplier

Capacity:

258
Key facts Brief profile

Manufacturing Facilities: Parwanoo-Himachal Pradesh -1 (for bearings), Bhiwadi-


Rajasthan-1 (for ignition), Pithampur-Madhya Pradesh-1 (for clean air), Pune-
Maharashtra-1 (for sealings), Chakan I & II-Maharashtra-2 (for clean air) and
Chennai-Tamil Nadu-1 (for clean air)

Domestic: Tenneco’s market is majorly domestic geography. The OE constitutes 84%


of the overall business as of FY24. PV category was a major contributor for the overall
OE category followed by commercial vehicles. Aftermarket is majorly driven by the
suspension products for PV market.
Exports: The contribution of exports to total turnover of the company is 3% in FY24.

Global presence: Tenneco is a multi-national corporation with 93 manufacturing


facilities in 26 countries located on 6 continents, with major centers of operations in
the Americas, Europe, India and Asia.

Key clients: Maruti Suzuki, Ford, Nissan, Hyundai, KIA, Cummins, Volvo Eicher,
JCB, Bajaj, Volkswagen, Tata Motors, Mahindra & Mahindra, Club Car, and TVS
Motor.
Source: Company annual report
Note: Tenneco Group refers to Tenneco LLC and its consolidated subsidiaries

Table of Ranking – Basis FY2025 (in terms of value) (revenue)

Category/ Vehicle Segment Market Share Market Ranking


Clean air solutions
PV 19% Top 4
CT 57% Leader
OH* 68% Leader
Shock absorbers & struts
PV 52% Leader
Engine Bearings
PV 44% Top 2
CT 34% Top 2
Sealings
PV 14% Top 7
Ignition
PV 18% Top 5
*Excludes Tractors

Uno Minda Limited

Key facts Brief profile


Year of incorporation: 1958 Established in 1958, Uno Minda, formerly known as Minda Industries, manufactures
of auto components and systems. The company has diversified product portfolios such
HQ: Gurgaon, Haryana as acoustics, switches, castings, lighting, Air filtration, automotive seating system and
alloy wheel. They design and manufacture over 25 categories of components and
systems for all vehicle segments such as PV, two wheelers, three wheelers and CVs
catering to both ICE and EV/hybrid vehicles. The company has more than 6500 SKUs
switches, horns, lighting batteries, filters, indicators, bulbs, RVMs, shocks and struts
and accessories. Their distribution network connects 54,000 retailers and 75,000
service points, covering 559 cities across India as on fiscal 2024.

Annual Capacity:
1. 2W alloy wheels (Supa, Maharashtra) - ~7.5-8 million units
2. 4W alloy wheels - ~4.6 million units
Manufacturing Facilities:
Total 66 manufacturing plants located across India –
Manesar (8), Bawal (10), Neemrana (1), Bhiwadi (1), Bahadurgarh (2), Sonipat (1),
Pantnagar (3), Haridwar (1), Farukhnagar (1), Baddi (1), Noida (1), Gujarat (8),
Chakan (7) Waluj (1), Pitampur (1), Ranjangoan (1), Supa (1), Jamshedpur (3),
Begaluru (3), Narsapur (1), Chennai (5), Hosur (5), Mysuru (2)
Domestic: Uno Minda caters majorly for domestic geography. OEM constitutes 93%
and aftermarket share 7% of the overall domestic business as of FY24.

259
Key facts Brief profile
Exports: The contribution of exports to total turnover of the company is 13% in
FY24.

Global presence: Indonesia, Vietnam, Germany, Spain, Mexico.


R&D and engineering centers located in India, Germany, Japan, Taiwan, Korea and
Spain and technical agreements and Joint venture with world renowned manufacturers
from Japan, Germany, Korea and China

Key clients: Maruti Suzuki, Renault Nissan, Mahindra & Mahindra, Royal Enfield,
Yamaha, Tata Group, Bajaj, Isuzu, Swaraj Mazda, New Holland, Triumph and KTM.
Source: Company annual report

Timken Limited

Key facts Brief profile


Year of incorporation: 1987 Timken India Limited was incorporated in 1987 as Tata Timken Limited (TTL), a
joint venture between Tata Iron and Steel Company (TISCO) and The Timken
HQ: Banglore, Karnataka Company. It commenced commercial production at its Jamshedpur plant in March
1992. The company manufactures tapered roller bearings, other roller bearings,
components, accessories and mechanical power transmission products. The company
also provides maintenance contracts, and refurbishment services and majorly
supplies to automobile, engineering and railway sectors.

Annual Capacity:
2.4 million units of tapped roller bearing particularly those smaller than 8 inches
which are used by heavy trucks and trail customers as of 2010.
Manufacturing Facilities: Jamshedpur (1), Bharuch (1)

Domestic: The domestic business comprises 66% engineered bearings and 34%
industrial motion products. The distribution channel constitutes 55% of OEM
customers and 45% distributors/end users as on Fiscal 2024.
Global presence: The company operates from 45 countries. They have strong
presence in North America, Europe and Middle East, Africa, Asia and Latin America.

Key clients: Tata Motors, Ashok Leyland, Dana, Fiat, Escort, New Holland, Indian
railways, Titagarh wagons.
Source: Company annual report

ZF Limited

Key facts Brief profile


Year of incorporation: 1981 ZF India was established as ZF Steering gear (India) Ltd, a joint venture with ZF
Lenksysteme GmbH. Initially the company focused on manufacturing and supplying
HQ: Pune, Maharashtra integral hydraulic power steering systems. ZF India is a supplier of technology solution
and service provider in the mobility sector. The company has a strong presence in the
automotive and industrial segments with expansive manufacturing and engineering
footprints. The company manufactures active and passive safety systems, steering
system, clutch system, axle system, chassis and suspension components for
commercial vehicles, powertrain and chassis components, safety devices for light
vehicle industry and gear boxes for wind turbine industry. The company serves majorly
PV, CV and the other market segments such as construction and agriculture machinery,
wind power, marine propulsion, rail drives and test systems. The company operates
through 14 entities including one joint venture partner.

Annual Capacity:
1. Shock absorber (Chakan, Pune) - ~0.7 million units (as on Fiscal 2018)
2. front suspension, rear axle, corner module for PV (Chennai) - ~12,500 units
Manufacturing Facilities:
The company having 18 manufacturing facilities and 10 engineering centers across
India including Pune, Chennai, Coimbatore and Gurugram.
Global presence: The company operates from 30 countries.

Key clients: Ashok Leyland, Daimler India commercial vehicle, Force Motors,
Mahindra Trucks and Buses, Tata Motors and Volvo group.
Source: Company annual report

260
Key financial indicators for fiscal Q1 2026

Tenneco Bosch Ltd Timken SKF India ZF Sharda Gabriel UNO Sona Average
India India Ltd Ltd Commercial Motor India Ltd Minda Ltd BLW
Vehicle Industries Precision
Control Ltd Forgings
System India Ltd
Ltd
Revenue from 12,856.21 47,886.00 8,088.17 12,831.50 9,755.60 7,562.48 10,983.80 44,890.90 8,539.10 NA
Operations
(INR million)
Revenue Growth, Q-on- 1.17% 10.93%* 3.20%* 6.38% 3.15% 10.33% 16.04% 17.59%* -4.18% 7.18%
Q (%)
EBITDA 2,288.80 6,393.00 1,523.70 1,825.40* 1,981.68 984.00 1,084.00 5,430.00 2,025.00 NA
(INR million)
EBITDA Growth, Q- 7.50% 23.01% -0.30%* -21.86%* 20.70%* 2.82%* 19.38%* 33.09%* -19.39%* 7.21%
on-Q (%)
EBITDA Margin (%) 17.80% 13.35%* 18.84%* 14.23%* 20.32% * 13.01%* 9.87%* 12.10% 23.71%* 15.91%
Basis Revenue from
Operations
PAT 1,680.88 11,153.00 1,042.24 1,182.10 1,223.76 999.40 619.72 3090.30 1,217.09 NA
(INR million)
PAT Growth Q-on-Q 11.83% 139.64%* 8.22%* -25.62%* 23.08%* 30.08%* 7.61%* 46.60%* -14.12%* 25.26%
(%)
PAT Margin (%) Basis 13.07% 23.29%* 12.89%* 9.21%* 12.54 %* 13.22%* 5.64%* 6.88% 14.25%* 12.33%
Revenue from
Operations
Net Debt (INR Million) (3,475.69) NA NA NA NA NA NA NA NA NA
Net Debt to Equity (0.22) NA NA NA NA NA NA NA NA NA
Ratio
Net Debt to EBITDA (1.52) NA NA NA NA NA NA NA NA NA
Ratio
Return on Equity 10.44% NA NA NA NA NA NA NA 16.50% NA
Return on Capital 16.29% NA NA NA NA NA NA NA 19.10% NA
Employed
Fixed Asset Turnover 2.31 NA NA NA NA NA NA NA 2.90 NA
Ratio (Times)
Net Working Capital 1,550.77 NA NA NA NA NA NA NA NA NA
(INR million)
Net Working Capital 11.00 NA NA NA NA NA NA NA NA NA
Days

261
Tenneco Bosch Ltd Timken SKF India ZF Sharda Gabriel UNO Sona Average
India India Ltd Ltd Commercial Motor India Ltd Minda Ltd BLW
Vehicle Industries Precision
Control Ltd Forgings
System India Ltd
Ltd
Cash Conversion Cycle (23.00) NA NA NA NA NA NA NA NA NA
(Days)
Source: Company reports, ROC, Crisil Intelligence
1. The financial statements are consolidated except for Timken India
2. (*) denotes numbers which are calculated using the below stated formulas. Other financials metrics are sourced from the company annual report or Investor presentations.
3. The above stated peer average may not be representative of the industry average. This average is calculated for the above listed sample set only.
4. Revenue from operations refers to the revenue from operations as appearing in the Restated Consolidated Financial Information.
5. Cash Conversion Cycle is calculated as the sum of Receivable Days and Inventory Days less Payable Days, rounded to the nearest whole number.
6. Receivable Days are calculated as average trade receivables divided by (revenue from operations divided by 365), rounded to the nearest whole number.
7. Inventory Days is calculated as average inventories divided by (cost of goods sold divided by 365), rounded to the nearest whole number.
8. Gross Margin = (Revenue from Operations – Cost of Goods Sold)/ Revenue from Operations
9. Cost of Goods sold = Cost of Materials Consumed + Purchases of Stock-in-trade + Change in Inventories of Finished goods, work-in-progress and stock-in-trade
10. EBITDA: EBITDA is calculated as restated profit for the period/ year plus tax expenses, finance costs, depreciation and amortization expenses and exceptional items less Other Income.
11. EBITDA Margin (%) = percentage of EBITDA divided by Revenue from Operations
12. PAT: Profit after tax for the financial year.
13. PAT margin = calculated as Profit after tax divided by Revenue from Operations
14. ROCE: calculated as Earnings before interest and taxes / Capital Employed
15. ROE: calculated as [Net Profits after taxes – Preference Dividend (if any)] / Average Shareholder’s Equity
16. Net Debt to Equity = (Total Debt + Lease liability) - Cash) / Shareholder’s Equity
17. Net Debt to EBITDA = ((Total Debt+ Lease Liability) - Cash) / EBITDA
18. Fixed Assets Turnover Ratio = Revenue from operations / Average Net Fixed Assets
19. Net capital turnover ratio = Revenue from Operations / Net Working Capital
20. Net Working Capital is calculated as Current Assets (excluding assets classified as held for sale) less Current Liabilities (excluding liabilities relating to assets held for sale), along with receivables related
to sale of Motocare business classifies under other receivables as per Restated Consolidated Financial Information.

262
Key financial indicators for fiscal 2025

Tenneco Bosch Ltd Timken SKF India ZF Sharda Gabriel UNO Sona Average
India India Ltd Ltd Commercial Motor India Ltd Minda Ltd BLW
Vehicle Industries Precision
Control Ltd Forgings
System India Ltd
Ltd
Revenue from 48,904.30 1,80,874.00 31,478.10 49,199.00 38,309.62 28,365.71 40,633.81 1,67,746.10 35,460.21 -
Operations
(INR million)
Revenue Growth -10.56% 8.13% 8.19% 7.65% 0.40% 0.97% 19.42% 19.55% 11.34% 7.23%
(%)
EBITDA 8,152.39 23,097.00 6,418.00 8,468.80 7,390.00 3,964.00 3,917.00 18,740.00 9,753.00 -
(INR million)
EBITDA Growth 33.19% 10.26%* 4.66%* 4.35%* 11.80%* 9.68%* 33.87%* 18.21%* 8.11%* 14.90%
(%)
EBITDA Margin 16.67% 12.77%* 20.39% 17.21%* 19.29% * 13.97%* 9.64%* 11.17%* 27.50%* 16.51%
(%) Basis Revenue
from Operations
PAT 5,531.43 20,130.00 4,473.86 5,658.10 4,607.30 3,149.16 2,449.81 10,205.70 5,996.88 -
(INR million)
PAT Growth (%) 32.72% -19.20%* 14.09%* 2.56%* 13.36% %* 5.12%* 37.05%* 10.37%* 15.93%* 12.44%
PAT Margin (% 11.31% 11.13%* 14.21%* 11.50%* 12.03% %* 11.10%* 6.03%* 6.08%* 16.91%* 11.15%
Basis Revenue
from Operations
Net Debt (INR -2662.06 -3,896.00* -3,808.59* -7,119.10* -14,015.27* 3,149.08* 56.32 22,749.80 -26,591.00 -
Million)
Net Debt to Equity -0.17 -0.03* -0.13* -0.27* -0.44* 0.30* 0.00 0.34 -0.48 -0.10
Ratio
Net Debt to -0.33 -0.17* -0.64* -0.34* -1.90* 0.79* 0.08* 1.22* -2.73* -0.45
EBITDA Ratio
Return on Equity 42.65% 15.56%* 17.00%* 21.43%* 15.35%* 30.00% 22.42%* 17.70% 17.70% 22.20%
Return on Capital 56.78% 19.92%* 19.44%* 29.30% 19.12%* 38.00% 27.62%* 18.90% 18.40% 27.50%
Employed
Fixed Asset 8.37 9.02* 6.21 28.68* 5.12* 12.33* 6.63* 4.20 3.40 9.31
Turnover Ratio
(Times)
Net Working 1,778.29 48,564.00* 14,408.56 10,433.00 23,516.23* 7,847.49* 4,917.65* 10,467.30* 32,630.34* -
Capital
(INR million)

263
Tenneco Bosch Ltd Timken SKF India ZF Sharda Gabriel UNO Sona Average
India India Ltd Ltd Commercial Motor India Ltd Minda Ltd BLW
Vehicle Industries Precision
Control Ltd Forgings
System India Ltd
Ltd
Net Working 13 4* 2* 16* 2* 4* 8* 16* 1* 7.31
Capital Days
Cash Conversion -24 0* 97* 59* 71* -27* 14* 24* 45* 28.81
Cycle (Days)
Source: Company reports, ROC, Crisil Intelligence
Note: Few financials for fiscal 2025 are updated based on the latest annual report (fiscal 2025) published by these companies
NA: Not Available
1. The financial statements are consolidated except for Timken India
2. (*) denotes numbers which are calculated using the below stated formulas. Other financials metrics are sourced from the company annual report or Investor presentations.
3. The above stated peer average may not be representative of the industry average. This average is calculated for the above listed sample set only.
4. Financials for Schaeffler India are not available.
5. Cash Conversion Cycle is calculated as the sum of Receivable Days and Inventory Days less Payable Days, rounded to the nearest whole number.
6. Receivable Days are calculated as average trade receivables divided by (revenue from operations divided by 365), rounded to the nearest whole number.
7. Inventory Days is calculated as average inventories divided by (cost of goods sold divided by 365), rounded to the nearest whole number.
8. Revenue from Operations is calculated as Revenue from operation for the period / year
9. Gross Margin = (Revenue from Operations – Cost of Goods Sold)/ Revenue from Operations
10. Cost of Goods sold = Cost of Materials Consumed + Purchases of Stock-in-trade + Change in Inventories of Finished goods, work-in-progress and stock-in-trade
11. EBITDA: EBITDA is calculated as restated profit for the period/ year plus tax expenses, finance costs, depreciation and amortization expenses and exceptional items less Other Income.
12. EBITDA Margin (%) = percentage of EBITDA divided by Revenue from Operations
13. PAT: Profit after tax for the financial year.
14. PAT margin = calculated as Profit after tax divided by Revenue from Operations
15. ROCE: calculated as Earnings before interest and taxes / Capital Employed
16. ROE: calculated as [Net Profits after taxes – Preference Dividend (if any)] / Average Shareholder’s Equity
17. Net Debt to Equity = (Total Debt + Lease liability) - Cash) / Shareholder’s Equity
18. Net Debt to EBITDA = ((Total Debt+ Lease Liability) - Cash) / EBITDA
19. Fixed Assets Turnover Ratio = Revenue from operations / Average Net Fixed Assets
20. Net Working Capital Days = 365 Days/ Net capital turnover ratio
21. Net capital turnover ratio = Revenue from Operations / Net Working Capital
22. Net Working Capital Amount = Current Assets - Current Liabilities

264
Threats and Challenges

Historic Industry growth

The table below indicates the performance of the industry over the last 3 fiscals

Growth (%) FY23-24 FY24-25E FY23-25E CAGR


Passenger Vehicle 8% 1-3% 4-5%
Commercial Trucks 4% -0.7-0.7% 1-3%
Tractors -7% 7-8% -0.3-0.3%
Construction Equipment 26% 3-4% 13.5-14.5%

Demand Side Challenges

Increase in vehicle cost of ownership

A vehicle’s cost of ownership is determined by its cost of acquisition and cost of operations, and both have a
significant impact on the demand. The cost of vehicle acquisition rises when OEMs transfer the impact of
increased manufacturing costs to the customers. In the past, industry has seen price hikes owing to several reasons
like implementation of emission norms, increase in raw material prices and general inflationary hikes. These are
also likely to push vehicle prices upwards going forward. Auto finance rates are also pivotal in determining
affordability. The cost of operations for a customer is directly impacted by fluctuations in crude oil prices and
INR USD exchange rates, that cause rise in fuel import costs and overall fuel prices.

Inherent cyclicity of the domestic PV business

The passenger vehicle industry has close linkages with growth in GDP as well as business cycles impacting the
incomes of probable customers thereby making the industry susceptible/vulnerable to these changes. This cyclical
nature of the passenger vehicle industry poses constant challenges to the industry players and component suppliers
as they have to constantly manage inventory optimally and profitably.

Inherent cyclicity of Commercial trucks and OH dependent Industries

The demand for commercial trucks and construction equipment are closely tied to economic growth. During
periods of robust economic expansion, there is an increase in industrial output, infrastructure projects, and
logistics activities, driving higher demand for commercial trucks and construction equipment. Conversely, during
economic slowdowns, demand plummets as businesses reduce capital expenditures and transportation needs
decline. For instance, the CT industry has seen 3 business cycles in the past 2 decades:

• FY04 to FY09 (peak in FY08)


• FY 09 to FY15 (peak in FY12)
• FY15 to FY 21 (peak in FY19)
• FY21 to ongoing

It has been seen that there can be a swing of more than 20-25% between the peaks and throughs of the business
cycles of the CT Industry which in turn can makes business planning complicated for players involved in supply
of components to the commercial trucks Industry.

Supply Side Challenges

Raw Material Availability and Cost

Cost Management: Fluctuating prices of raw materials like iron and steel pose significant challenges to managing
costs. A sudden spike in prices, such as the increase in iron ore prices, can erode profit margins and make it
difficult to offer competitive pricing to customers. Metal product manufacturers must either absorb these costs,
reducing profitability, or pass them on to customers, potentially losing business to cheaper alternatives.

Supply Chain Disruptions: Volatile raw material prices can also lead to supply chain disruptions if suppliers are
unable to secure consistent and affordable supplies. Also energy prices, coke prices and supply-demand balances

265
can impact the raw material cost. This inconsistency can result in production delays and missed deadlines,
damaging relationships with OEMs and other key clients.

Dependence on Imports

EV players rely heavily on imported components (e.g., lithium-ion cells, semiconductors), while ICE vehicles are
affected by fluctuations in commodity prices (e.g., steel, aluminum). However, with growing electronic content
in modern vehicles, ICE vehicles are also susceptible to semiconductor shortage.

Localization and Regulatory Barriers

Government initiatives (e.g., PLI, Atmanirbhar Bharat) require significant upfront capital investments, which
some OEMs struggle to meet.

Increasing Competition

A surge in new entrants and portfolio expansions by legacy players intensifies competition, making customer
acquisition challenging.

Skilled Labour Shortage

Skilled labour is one of the most important supply side aspects in the manufacturing sector. Training and retaining
skilled workers in areas such as welding, fabricated assembly, surface finishing Industry is a key driving factor
for success of any segment of the industry including Metal and Metal specific industry

Thus, inadequate availability of skilled labour can be one of the significant challenges impacting the Fabrication
assemblies Industry in India. This shortage can span across various facets, from production to maintenance and
innovation, ultimately affecting the industry's growth and global competitiveness.

Policy and Regulatory Challenges

Changes in tax and duties regime

Changes in duties and tax structures present significant threats to the automotive welding, tubular fabrication and
fabricated assembly industry. These changes can have multifaceted impacts on cost structures, supply chains, and
overall competitiveness.

This threat is particularly significant due to India's evolving tax landscape and the government's periodic
adjustments to import duties and other taxes.

266
OUR BUSINESS

Some of the information in this section, especially information with respect to our plans and strategies, contains
certain forward-looking statements that involve risks, assumptions, estimates and uncertainties. You should read
“Forward-Looking Statements” beginning on page 58 for a discussion of the risks and uncertainties related to
those statements and “Risk Factors” beginning on page 59 for a discussion of certain risks that may affect our
business, financial condition or results of operations. Our actual results may differ materially from those
expressed in, or implied by, these forward-looking statements.

We have included various operational and financial performance indicators in this Red Herring Prospectus, many
of which may not be derived from our Restated Consolidated Financial Information. Such indicators are not a
measure of performance calculated in accordance with applicable accounting standards and are not defined
under Ind AS, IFRS or U.S. GAAP, and therefore, should not be viewed as substitutes for performance, liquidity
or profitability measures under such applicable accounting standards. The manner in which such operational and
financial performance indicators are calculated and presented, and the assumptions and estimates used in such
calculations, may vary from that used by other companies in India and other jurisdictions. Investors should
consult their own advisors in making an investment decision and evaluate such information in the context of the
Restated Consolidated Financial Information and other information relating to our business and operations
included in this Red Herring Prospectus. We have presented reconciliations of certain Non-GAAP Measures in
“Other Financial Information” beginning on page 484.

We have included in this section various metrics based on ‘revenue from operations’ (which primarily comprises
revenue generated from the sale of manufactured goods) as included in our Restated Consolidated Financial
Information as well as value-added revenue (“VAR”). We define VAR as revenue from operations after excluding
the cost of substrates. Substrates are porous ceramic filters coated with a catalyst - typically, precious metals such
as platinum, palladium, and rhodium. We do not manufacture substrates; they are supplied to us by Tier II
suppliers generally at the direction of our OEM customers, and we assemble the substrates into the final
manufactured products that we sell to our OEM customers. They are a necessary component of exhaust
aftertreatment systems for emission control. The need for substrate components grows for more sophisticated
emission control solutions to meet more stringent environmental regulations for on road and off-road vehicles.
These substrates are included in inventory and are “passed through” to the customer at cost, plus a nominal
handling fee. Since we take title to the substrate inventory and have responsibility for both the delivery and quality
of the finished product including the substrates, the revenues and related expenses are recorded at gross amounts.
Substrate costs depend on precious metals prices, which may be volatile. While our OEM customers generally
assume the risk of precious metals price volatility, it affects our reported revenue from operations and dilutes
profitability margins at the revenue from operations level. Hence, we believe VAR is an important metric to
understand our overall business because VAR eliminates the effect of this uncontrollable portion of our revenue
from operations, including the effect of potentially volatile precious metals prices. Therefore, we have included
metrics based on both revenue from operations and VAR. For details on the computation of VAR, see “Other
Financial Information” beginning on page 484.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Industry assessment for Clean Air systems, Ignition systems, Bearings, Sealings, Shock Absorbers & Struts
and Aftermarket for Ignition, Bearings, Sealings and Shock Absorbers & Struts” dated October 2025 (the
“CRISIL Report”) prepared and issued by CRISIL Market Intelligence & Analytics, a division of CRISIL Limited
(“CRISIL”), which has been commissioned by and paid for by our Company exclusively in connection with the
Offer for the purposes of confirming our understanding of the industry in which we operate. The data included
herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of
presentation. The CRISIL Report forms a part of the material documents for inspection and a copy of the CRISIL
Report is available on the website of our Company at www.tennecoindia.com/industry-report/ from the date of
filing of this Red Herring Prospectus until the Bid/Offer Closing Date. CRISIL is an independent agency and is
not a related party of our Company, our Subsidiaries, Directors, Promoters, Key Managerial Personnel, Senior
Management or the Book Running Lead Managers. Unless otherwise indicated, operational, industry and other
related information included herein with respect to any particular year refers to such information for the relevant
financial year. For further details, see “Risk Factors—Internal Risk Factors—This Red Herring Prospectus
contains information from an industry report, prepared by an independent third-party research agency,
CRISIL, which we have commissioned and paid for purposes of confirming our understanding of the industry
exclusively in connection with the Offer and reliance on such information for making an investment decision
in the Offer is subject to certain inherent risks.” on page 114.

267
Our fiscal year commences on April 1 and ends on March 31, and references to a particular Fiscal are to the 12
months ended March 31 of that year.

The following information is qualified in its entirety by, and should be read together with, the more detailed
financial and other information included in this Red Herring Prospectus, including the information contained in
“Risk Factors,” “Industry Overview,” “Restated Consolidated Financial Information,” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 59, 195, 377,
and 492, respectively.

Unless otherwise stated, references to “Tenneco India”, “we”, “us”, or “our” are to our Company and its
Subsidiaries. Unless the context otherwise requires, references to “our Company” or “the Company” refer to
Tenneco Clean Air India Limited on a standalone basis.

Overview

We are part of the Tenneco Group, a U.S. headquartered key global Tier I automotive component supplier (Source:
CRISIL Report). Tenneco Group generated US$16,777 million in revenue in the year ended December 31, 2024.
Our first manufacturing plant in India was established in 1979 at Parwanoo. We manufacture and supply critical,
highly engineered and technology intensive clean air, powertrain and suspension solutions tailored for Indian
OEMs and export markets. Our customer base spans across OEMs who use our products in: (i) passenger vehicles
(“PVs”), (ii) commercial vehicles (“CVs”), which comprises commercial trucks (“CTs”) and off-highway
vehicles (“OHs”), and (iii) industrial and other applications, which comprises generator sets, small commercial
vehicles with gross vehicle weight of less than 3.5 tons, two wheelers and three wheelers (“Industrial/Others”).
We also sell to the aftermarket primarily through Motocare India Private Limited (“Motocare”), a subsidiary of
Tenneco LLC and our Group Company.

We are well-positioned in each of our product offerings:

• We are the largest supplier of Clean Air Solutions to Indian CT OEMs, with a market share of 57%;

• We are the largest supplier of Clean Air Solutions to Indian OH OEMs (excluding tractors), with a market
share of 68%;

• We are among the top four suppliers of Clean Air Solutions to Indian PV OEMs, with a market share of
19%; and

• We are the largest supplier of shock absorbers and struts to Indian PV OEMs, with a market share of
52%

(each in terms of value (revenue) in Fiscal 2025) (Source: CRISIL Report).

We benefit from: (i) our long-standing partnerships with the top Indian OEMs as identified in the CRISIL Report
across end markets, (ii) our ability to leverage Tenneco Group’s global R&D for proprietary, modular and bespoke
solutions, (iii) our ability to engineer end-to-end solutions in India, (iv) our ability to leverage an efficient, flexible
and quality focused manufacturing model in India, and (v) manufacturing capacity with shared and reusable assets
across facilities and regions.

As of June 30, 2025, we have 12 manufacturing facilities, comprising seven Clean Air & Powertrain Solutions
facilities and five Advanced Ride Technology facilities, across seven states and one union territory in India. In
the three months ended June 30, 2025 and Fiscal 2025, we served 101 and 119 customers, respectively, including
all top seven PV OEMs in India and all top five CT OEMs in India (ranking of OEMs determined based on sales
volume in Fiscal 2025) (Source: CRISIL Report). We operate two R&D technical centers in India equipped to
address both global and local customer needs.

We are driven by Tenneco Group’s values and in-house developed operating models that have enabled us to
achieve strong performance as evidenced, in Fiscal 2025, by our revenue from operations of ₹48,904.30 million,
VAR of ₹43,801.21 million, EBITDA Margin of 16.67% and 18.61% (as a percentage of revenue from operations
and as a percentage of VAR, respectively), PAT Margin of 11.31% and 12.63% (as a percentage of revenue from
operations and as a percentage of VAR, respectively), free cash flow to EBITDA ratio of 61.04% and Return on
Capital Employed (“ROCE”) of 56.78%. In the three months ended June 30, 2025, our revenue from operations
was ₹12,856.21 million, VAR was ₹11,665.36 million, EBITDA Margin was 17.80% and 19.62% (as a percentage
of revenue from operations and as a percentage of VAR, respectively), PAT Margin was 13.07% and 14.41% (as

268
a percentage of revenue from operations and as a percentage of VAR, respectively), free cash flow to EBITDA
ratio was 114.22% and ROCE was 16.29%. For additional information on these measures for the three months
ended June 30, 2025 and 2024 and last three Fiscals, see “— Summary of our Financial Performance” on page
273.

Our VAR increased from ₹39,020.00 million in Fiscal 2023 to ₹43,801.21 million in Fiscal 2025, representing a
CAGR of 5.95%. During the same period, domestic PV and CT sales volume grew at a CAGR of approximately
5.4% and 1.9%, respectively (Source: CRISIL Report).

Our Business and Products

We operate two business divisions, Clean Air & Powertrain Solutions and Advanced Ride Technologies:

• The Clean Air & Powertrain Solutions division comprises:

(i) Clean Air Solutions, where we design, manufacture and sell exhaust aftertreatment systems, such
as catalytic converters, mufflers and exhaust pipes to OEMs (“Clean Air Solutions”); and

(ii) Powertrain Solutions, where we design, manufacture and sell engine bearings, sealing systems
and ignition products (such as spark plugs and ignition coils) to OEMs and the aftermarket under
the Champion brand (“Powertrain Solutions”).

• The Advanced Ride Technologies division designs, manufactures and sells shock absorbers, struts
and advanced suspension systems under the Monroe brand to OEMs and the aftermarket
(“Advanced Ride Technologies”). These products are used for both internal combustion engine
(“ICE”) vehicles and electric vehicles (“EVs”).

The following graphics illustrate how our products are integrated into vehicles across our PV, CT and OH end
markets:

PV

269
CT OH

Our Customers

In the three months ended June 30, 2025 and Fiscal 2025, we served 101 and 119 customers, respectively,
including all top seven PV OEMs in India and all top five CT OEMs in India (ranking of OEMs determined based
on sales volume in Fiscal 2025) (Source: CRISIL Report). Our customers include global and well-known names
such as Ashok Leyland Limited, Bajaj Auto Limited, Cummins India Limited, Daimler India Commercial Vehicle,
Honda Motorcycle and Scooter India Private Limited, Hyundai Motor India Limited, John Deere India Private
Limited, Kirloskar Oil Engines Limited, Mahindra & Mahindra Limited, Maruti Suzuki India Limited, Renault
Nissan Automotive India Private Limited, Royal Enfield, Skoda Auto Volkswagen India Private Limited, Tata
Motors Limited, Toyota Kirloskar Motor Private Limited, Vinfast Trading and Production Joint Stock Company,
and VE Commercial Vehicles Limited.

We enjoy customer stickiness with long-standing relationships, as demonstrated by our top 10 customers having
been with us for an average of 19.2 years, as of June 30, 2025. We are an integral part of our customers’ product
development cycles, working closely with them from the design stage to create customized, technology-intensive
products critical for vehicle performance. The automotive industry is characterized by high customer stickiness
due to the customized and technology-intensive nature of products, as well as the stringent and time-consuming
product approval processes, which creates a barrier to entry for new suppliers (Source: CRISIL Report). As a
result, existing suppliers with established relationships and approved products have a competitive advantage,
leading to a stable and predictable revenue stream. The industry’s dynamics favor long-term partnerships and
relationships, where suppliers invest in research and development to meet the evolving needs of their customers,
and customers prioritize reliability and quality over price and new supplier onboarding (Source: CRISIL Report).
The programs awarded to us are typically long-term, lasting three to seven years for PV and CV programs.
Historically, after awarding us the initial programs, our customers typically also award us subsequent or
replacement programs.

Our Group Leverage

We derive advantages from Tenneco Group’s global presence and brand strength, as well as its global standards
of governance and operations, which bolster our operations and market position in India. We leverage Tenneco
Group’s global R&D initiatives to enhance our innovation capabilities and product offerings. We also capitalize
on Tenneco Group’s vendor relationships to optimize our raw material procurement processes and costs. In
addition, Tenneco Group’s established global partnerships facilitate business with key OEMs in India.

We are positioning ourselves as a production and export hub for major Tenneco Group markets, including North
America, Europe, APAC and Africa. In the three months ended June 30, 2025 and 2024 and Fiscal 2025, 2024
and 2023, we exported products to 18, 18, 20, 22, and 21 countries, respectively, including Argentina, Brazil,
China, Czech Republic, Poland, Germany, Belgium, Indonesia, Thailand, Japan, Turkey, South Korea, Mexico,
South Africa, the U.K., the U.S. and Vietnam.

We integrate proven Tenneco Group frameworks, such as the Office of Strategic Execution (“OSE”), the P3
Operating System and the P3X Accelerator Program, with our domestic expertise to drive innovation and
operational efficiency.

270
• The OSE is responsible for driving rapid change, specifically targeting cost of goods sold and
revenue growth across the company. It functions as a “skunk works” style team with a dotted line
reporting structure to business units to drive changes across operations, including procurement,
manufacturing, selling, general and administrative expenses, and R&D, as well as enabling revenue
growth through volume targets, new customer acquisition, and pricing strategy.

• The P3 Operating System standardizes processes across our plants, facilitating enhanced
efficiency, agility, and performance management.

• The P3X Accelerator Program focuses on building capabilities for consistent execution,
strengthening our competitive edge in the industry.

R&D

We are committed to innovation, supported by our R&D (i.e., engineering, research and application development)
capabilities in India and the ability to leverage Tenneco Group’s global initiatives and product portfolio. As of
June 30, 2025, we operated two R&D technical centers in India equipped to address both global and local customer
needs. Our R&D technical centers collaborate with Tenneco Group’s network of engineering and technical center
worldwide, which as of December 31, 2024, comprised 39 engineering and technical centers (of which 12 centers
support our Clean Air & Powertrain Solutions division and 10 centers support our Advanced Ride Technologies
division). We share information on emerging technologies and changing customer preferences with other
geographical units in the Tenneco Group, facilitating the development of new products and technologies.

In India, we focus on “localization,” which involves adapting Tenneco Group’s global technologies to meet local
needs and preferences, and onshoring manufacturing to India, where development and production costs are lower.
This approach enhances our product offerings and optimizes cost efficiency, complemented by our investment in
local engineering capabilities. We further benefit from Tenneco Group’s standardized global engineering
processes and technical centers, ensuring efficient and reliable design validation and accelerated time-to-market.
For example, in Fiscal 2024, we expedited the development of an advanced hydraulic rebound system, which
offers superior ride quality compared to passive suspension systems, in India. This system, conceptualized by
Tenneco Group overseas, was first brought to market in India before being introduced in other regions by the
Tenneco Group. Similarly, in Fiscal 2020, when India implemented BS6, we leveraged Tenneco Group’s Euro 6-
compliant Clean Air Solutions products to develop BS6-compliant products and introduced 45 new products
across 26 vehicle platforms over a 13-month period between May 2019 and June 2020.

Our Manufacturing Facilities and Supply Chain

As of June 30, 2025, we operate 12 manufacturing facilities, comprising seven Clean Air & Powertrain Solutions
facilities and five Advanced Ride Technologies facilities, across seven states and one union territory in India.
These facilities are strategically positioned near our customers in key automotive OEM hubs such as Maharashtra,
Tamil Nadu, National Capital Region (NCR) and Gujarat (Source: CRISIL Report), with most located in industrial
estates to minimize delivery time. Our manufacturing facilities are equipped with modern technologies such as
process automation, robotic and laser welding cells, and adhere to stringent quality standards including IATF
16949, ISO 45001 and ISO 14001 to ensure that our products meet customers’ expectations. Our Chakan I and
Chennai Facilities are certified under Trusted Information Security Assessment Exchange (“TISAX”), a standard
used in the automotive industry to assess and demonstrate information security.

For the quarter ended June 30, 2025, the installed production capacity for Clean Air Solutions was 694.75
thousand units for “cold end” products (mufflers and exhaust pipes), with a utilization rate of 46.37%; and 494.25
thousand units for “hot end” products (catalytic converters), with a utilization rate of 79.77 %. For the quarter
ended June 30, 2025, for Advanced Ride Technologies, the installed production capacity was 5,169.27 thousand
units, with a utilization rate of 86.16%. As of March 31, 2025, the annual installed production capacity for Clean
Air Solutions was 2.58 million units for “cold end” products (mufflers and exhaust pipes), with a utilization rate
of 54.81%; and 1.87 million units for “hot end” products (catalytic converters), with a utilization rate of 80.57%.
For Advanced Ride Technologies, the annual installed production capacity was 20.68 million units, with a
utilization rate of 83.00%. See also “Risk Factors—Internal Risk Factors—Our Bhiwadi Facility, Hosur
Facility and Puducherry Facility currently operate at high-capacity utilization levels and we may not be able
to meet additional demand for our products until we are able to increase our capacity. Further, if we
underestimate or overestimate the demand for our products, the capacity utilization of our manufacturing
plants may be under-utilized or over-utilized, respectively, which could adversely affect our profitability and
manufacturing schedules.” on page 99 and “Our Business – Manufacturing – Facilities” on page 298.

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We maintain a localized supply chain that complies with Tenneco Group’s global procurement standards. In the
three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, domestic sources accounted for
86.57%, 86.75%, 91.53%, 91.94% and 92.47% of our cost of raw materials consumed (excluding the cost of
substrates), respectively. We encourage our suppliers to have plants or warehouses near our facilities to help
ensure timely receipt of materials and to manage fluctuations in production volumes. Our purchases of raw
materials (including commodities and components) attributable to our top 10 suppliers in the three months ended
June 30, 2025 and 2024 and Fiscal 2025, 2024 and 2023 was ₹2,642.47 million, ₹2,555.19 million, ₹9,452.77
million, ₹14,969.96 million and ₹14,695.46 million, or 31.54%, 31.22%, 30.18%, 39.52% and 42.47% of our raw
material purchases (net), respectively. The reduction in the dependency on our top ten suppliers in Fiscal 2025
compared to Fiscal 2024 was primarily due to a fall in substrate prices and some customers switching to lower
cost Indian substrate suppliers, as we source substrates primarily from our top ten suppliers. Additionally, we
started to manufacture catalytic converter casings in-house instead of importing them, which in turn reduced the
overall purchases from top ten suppliers. For further details, see “Risk Factors – Internal Risk Factors –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 and 2024 and Fiscals 2025, 2024
and 2023 our purchases of raw materials from our top ten suppliers for the respective periods/Fiscals
contributed to 31.54%, 31.22%, 30.18%, 39.52%, and 42.47% of our raw material purchases (net), respectively.
For certain of our components such as pressed parts, electrodes and bimetal strips, we are dependent on a
single supplier. Interruptions in the supply of raw materials and components could adversely affect our ability
to manufacture our products, execute our projects and consequently our business and results.” on page 76.

We manage our capital investments effectively through strategies such as process automation, product
modularization, part standardization, asset reuse, and just-in-time capacity planning, enabling us to adapt to
changing customer demands across our markets. Our partnerships with suppliers and customers help optimize
inventory turns, resulting in 32, 34, 34, 34 and 38 Inventory Days in the three months ended June 30, 2025 and
2024 and Fiscals 2025, 2024 and 2023, respectively. For further details of our manufacturing, see “ –
Manufacturing–Facilities” on page 298.

The map below sets forth the locations of our 12 manufacturing facilities and two R&D technical centers.

Awards, Recognitions and Certifications

We have received numerous awards and recognitions from our customers for our innovation, quality and
operational excellence. These accolades, a few of which are highlighted below, reflect our commitment to
excellence and our ability to consistently deliver quality solutions to our clients.

Innovation Quality Operational Excellence


Mahindra Supplier Innovation Award Daimler ‘Q Prime supplier’ Volvo Eicher Best Supplier Award -
Recognition Supply Chain Management Ancillary
Maruti Suzuki ‘superior performance Maruti Suzuki Award for On Field John Deere - ‘Achieving Excellence –
in the area of Part Design and Support and Collaboration Partner-level Performance’
Development (Supplier Design Recognition
Category)’ recognition

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Innovation Quality Operational Excellence
Daimler - Excellence in Supplier Renault Nissan Good Parts Quality Maruti Suzuki - ‘Supplier
Mentoring Award Award Collaboration Initiatives for co-
learning though exemplary sharing of
Best Practices’ Award
Kirloskar – NPD Partnership Ashok Leyland – Platinum Award for Maruti Suzuki - ‘superior performance
Recognition Consistent Quality Performance in the area of Spares Performance’
Award
Mahindra Supplier Excellence Awards Isuzu Motors India – ‘Quality
– Special Appreciation Award Excellence during the year 2023’
Daimler Excellence in Innovation Daimler Quality Award
Award

For details, see “History and Other Corporate Matters - Key awards, accreditations and recognition” on page
332.

Ten out of our 12 manufacturing facilities are IATF 16949 certified for Quality Management Systems (QMS) and
ISO14001 certified for Environment Management System (EMS), and nine are ISO 45001 certified for
Occupational Health and Safety Management System (OHSMS). Further, we actively participate in industrial
forums. At the Quality Circle Forum of India (“QCFI”), our Hosur, Chakan I, Chennai and Pithampur Facilities
were recognized with regional awards for Quality Excellence and Best Quality Control Story in Fiscals 2023 and
2024. We prioritize safety, as evidenced by the Chakan I Facility receiving four Gold Awards from QCFI for
Safety Case Studies and Employee Participation in Fiscals 2025 and 2024. Moreover, our Company received the
‘Eco Edge Progressive’ certificate from CII-ITC Centre of Excellence for Sustainable Development,
Confederation of Indian Industry in recognition of being ‘a value chain partner of Skoda Auto Volkswagen India
Private Limited, for demonstrating dedication with continuous progress to integrate sustainability in its
operations’.

Key Historical Milestones

The timeline below sets forth the key milestones of our Company, Subsidiaries and business.

*Note: The milestones disclosed above include certain events that have occurred prior to such facilities/businesses becoming a part of our
Company and/or Subsidiaries.

For details, see “History and Other Corporate Matters – Major Events and Milestones” on page 332.

Summary of our Financial Performance

We have achieved strong financial returns and margins over the last three Fiscals.

We believe that our strategies for operational efficiency (raw material cost improvements and management of
other expenses) have improved our margin performance over the three months ended June 30, 2025 and past three
Fiscals, and that our cash management practices, achieved by maintaining a tight working capital cycle, along

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with our capital allocation process through flexible manufacturing and cost-effective automation, have allowed us
to remain Net Debt free in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023. We also
maintained the highest ROCE and ROE among our peers in Fiscal 2025 (Source: CRISIL Report). This
performance provides us with the financial and operational strength to invest in new facilities to meet customer
demand and highlight our profitable growth.

A summary of our key financial metrics are set forth below for the periods/Fiscals indicated.

Three months ended June 30, Fiscal


Particulars Units 2025* 2024* 2025 2024 2023
VAR(1) ₹ million 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00
VAR Growth (%)(2) % 7.52% NA 2.61% 9.40% NA
EBITDA(3) ₹ million 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34
EBITDA Growth (%)(4) % 7.50% NA 33.19% 7.26% NA
EBITDA Margin (%) % 17.80% 16.76% 16.67% 11.19% 11.82%
(Basis Revenue from
Operations)(5)
EBITDA Margin (%) 19.62% 19.63% 18.61% 14.34% 14.62%
(Basis VAR)(6) %
PAT(7) ₹ million 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
PAT Growth (%) (8) % 11.83% NA 32.72% 9.38% NA
PAT Margin (%) (Basis % 13.07% 11.83% 11.31% 7.62% 7.89%
Revenue from
Operations)(9)
PAT Margin (%) (Basis % 14.41% 13.85% 12.63% 9.76% 9.77%
VAR)(10)
Adjusted PAT(11) ₹ million 1,452.97 1,388.97 5,221.84 3,642.08 3,363.25
Adjusted PAT Margin % 11.30% 10.93% 10.68% 6.66% 6.97%
(%) (Basis Revenue
from Operations)(12)
Adjusted PAT Margin 12.46% 12.80% 11.92% 8.53% 8.62%
(%) (Basis VAR)(13) %
ROCE(14) % 16.29% 16.59% 56.78% 45.40% 33.51%
FCF / EBITDA(15) % 114.22% 54.81% 61.04% 63.75% 83.08%
Cash Conversion Days (23) (21) (24) (18) (10)
Cycle(16)
ROE(17) % 10.44% 15.12% 42.65% 38.05% 32.88%
Adjusted ROE(18) % 10.65% 13.97% 49.68% 33.25% 29.02%
Net Debt(19) ₹ million (3,475.69) (1,683.52) (2,662.06) (1,679.77) (3,802.26)
Net Debt to Equity Number of (0.22) (0.17) (0.17) (0.17) (0.31)
Ratio(20) times
Net Debt to EBITDA Number of (1.52) (0.79) (0.33) (0.27) (0.67)
Ratio(21) times
Fixed Assets Turnover Number of 2.31 2.12 8.37 9.07 7.76
Ratio(22) times
Net Working Capital(23) ₹ million 1,550.77 923.38 1,778.29 806.30 2,915.34
Net Working Capital Number of 11 7 13 5 22
Days(24) Days
Notes: *Not annualized except where specifically mentioned
(1)
Value added Revenue (VAR) means revenue from operations after excluding the cost of substrates.
(2)
VAR Growth (%) is calculated as VAR for the current period/Fiscal minus VAR for the previous period/Fiscal as a percentage of
VAR for the previous period/Fiscal.
(3)
EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as restated profit for the period/year
plus total tax expense, finance cost, depreciation and amortization expense minus other income.
(4)
EBITDA Growth (%) is calculated as EBITDA for the current period/fiscal less EBITDA for the previous period/fiscal as a percentage
of EBITDA for the previous period/Fiscal.
(5)
EBITDA Margin (%) (Basis Revenue from Operations) is calculated as EBITDA as a percentage of revenue from operations.
(6)
EBITDA Margin (%) (Basis VAR) is calculated as EBITDA as a percentage of VAR.
(7)
PAT / Profit After Tax refers to Restated profit for the period/year as appearing in the Restated Consolidated Financial Information.
(8)
PAT Growth (%) is calculated as PAT for the current period/Fiscal less PAT for the previous period/fiscal as a percentage of PAT for
the previous period/Fiscal.
(9)
PAT Margin (%) or PAT Margin (%) (Basis Revenue from Operations) is calculated as Restated profit for the period/year as a
percentage of Revenue from Operations.
(10)
PAT Margin % (Basis VAR) is calculated as Restated profit for the period/year as a percentage of VAR.
(11)
Refers to Adjusted Restated Profit for the period/Year (“Adjusted PAT”) and is calculated as Restated profit for the period/year less
other income (net of tax).

274
(12)
Adjusted PAT Margin (%) (Basis Revenue from Operations) is calculated as Adjusted PAT as a percentage of revenue from operations.
(13)
Adjusted PAT Margin (%) (Basis VAR) is calculated as Adjusted PAT as a percentage of VAR.
(14)
Return on Capital Employed is calculated as earnings before interest and taxes (EBIT) as a percentage of Capital Employed. EBIT is
calculated as Restated profit for the period/year plus finance cost plus total tax expense less other income. Capital employed is
calculated as sum of Total Equity, Total Debt (including lease liabilities), Deferred tax liabilities minus Intangible assets, Deferred tax
assets, Capital redemption reserve, Capital Reserve on Business Combination and Capital reserve.
(15)
Free cash flow (“FCF”) / EBITDA is calculated as FCF divided by EBITDA. FCF is calculated as net cash flow from operating
activities less capital expenditure.
(16)
Cash Conversion Cycle is calculated as the sum of Receivable Days and Inventory Days less Payable Days, rounded to the nearest
whole number. Receivable Days is calculated as average trade receivables divided by (revenue from operations divided by 365 for
Fiscals or 91 for three months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Inventory
Days is calculated as average inventories divided by (cost of goods sold divided by 365 for Fiscals or 91 for three months ended June
30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Cost of goods sold comprises Cost of Materials
Consumed, Purchases of Stock in Trade and Changes in inventories of finished goods, semi-finished goods and Stock in trade. Payable
Days is calculated as average trade payables divided by (total purchases divided by 365 for Fiscals or 91 for three months ended June
30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Purchases includes purchase of stock-in-trade, raw
materials and packing materials. Average Trade payable included payables for purchases and vendor bill financing.
(17)
Return on Equity is calculated as restated profit for the period/year divided by Average Equity. Average Equity is calculated as average
of the total equity at the beginning and at the end of the relevant period/fiscal. Total equity refers to the sum of Equity attributable to
owners of Parent and Non-Controlling Interest.
(18)
Adjusted Return on Equity (“Adjusted ROE”) is calculated as Adjusted PAT divided by adjusted average equity. Adjusted average
equity is calculated as the average of adjusted closing equity and opening equity. Adjusted closing equity is calculated as closing equity
less exceptional items.
(19)
Net Debt is calculated as Total Debt (including Lease Liabilities) less cash and cash equivalents.
(20)
Net Debt to Equity Ratio is calculated as Net Debt divided by Total Equity.
(21)
Net Debt to EBITDA Ratio is calculated as Net Debt divided by EBITDA.
(22)
Fixed Assets Turnover Ratio is calculated as Revenue from operations divided by Average Net Fixed Assets. Average Net Fixed Assets
is calculated as average of opening and closing balance of Property, Plant and Equipment and Capital work-in-progress as per the
Restated Consolidated Financial Information.
(23)
Net Working Capital is calculated as Current Assets (excluding assets classified as held for sale and receivables related to sale of
investment in Motocare India Private Limited classified under Other financial assets) less Current Liabilities (excluding liabilities
relating to assets held for sale), as per Restated Consolidated Financial Information.
(24)
Net Working Capital Days is calculated as 365 (for Fiscals) or 91 (for three months ended June 30, 2025 and June 30, 2024), multiplied
by Net Working Capital turnover, rounded off to zero decimals. Net working capital turnover is calculated as Net Working Capital
divided by Revenue from Operations.

For reconciliation of non-GAAP measures, see “Other Financial Information” beginning on page 484. See
“Basis for Offer Price–Key Performance Indicators” on page 171 for explanation of KPIs disclosed in that
section.

Our Competitive Strengths

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

We supply critical, highly engineered and technology intensive clean air, powertrain and suspension solutions
tailored for Indian OEMs and export markets, with leading market shares across several automotive industry sub-
segments in terms of revenue by vehicle segment for Fiscal 2025 (Source: CRISIL Report). In terms of value
(revenue) in Fiscal 2025, we are the largest supplier of Clean Air Solutions to Indian CT OEMs with a market
share of 57%, the largest supplier of Clean Air Solutions to Indian OH OEMs (excluding tractors) with a market
share of 68% and among the top four suppliers of Clean Air Solutions to PV OEMs with a market share of 19%
(Source: CRISIL Report). We are also the largest supplier of shock absorbers and struts to Indian PV OEMs with
a market share of 52% in terms of value (revenue) in Fiscal 2025 (Source: CRISIL Report).

The table below sets forth the details of our market share in India in terms of value (revenue) by vehicle segment
for Fiscal 2025.

Category/ Vehicle Segment Fiscal 2025


Market Share Market Ranking
Clean air solutions
PV 19% Top 4
CT 57% Leader
OH (excluding tractors) 68% Leader
Shock absorbers and struts
PV 52% Leader
Engine bearings
PV 44% Top 2
CT 34% Top 2
Sealings

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Category/ Vehicle Segment Fiscal 2025
Market Share Market Ranking
PV 14% Top 7
Ignition
PV 18% Top 5
(Source: CRISIL Report.)

We believe that our market leadership in terms of value (revenue) by vehicle segment for Fiscal 2025 (Source:
CRISIL Report) built on long-standing relationships with a diverse customer base of both Indian and global OEMs
enables us to strengthen our existing relationships and attract new customers across vehicle segments. In the three
months ended June 30, 2025 and Fiscal 2025, we served 101 and 119 customers, respectively, including all top
seven PV OEMs in India and all top five CT OEMs in India (ranking of OEMs determined based on sales volume
in Fiscal 2025) (Source: CRISIL Report).

The tables below set forth the VAR and revenue from operations derived from our top ten customers (identified
based on Fiscal 2025) for the stated periods/Fiscals:

For the three months For the three months


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
(1)(2) ended June 30, 2025 ended June 30, 2024
Particulars
VAR (₹ VAR (₹ VAR (₹ VAR (₹ VAR (₹
% VAR % VAR % VAR % VAR % VAR
millions) millions) millions) millions) millions)
Customer 1 2,313.71 19.83% 2,199.85 20.28% 9,236.42 21.09% 8,298.70 19.44% 7,344.12 18.82%
Customer 2 2,314.08 19.84% 1,763.54 16.25% 8,031.04 18.34% 6,701.50 15.70% 4,810.06 12.33%
Customer 3 1,345.02 11.53% 1,554.34 14.33% 5,353.50 12.22% 5,660.14 13.26% 5,275.94 13.52%
Motocare India
Private Limited 630.02 5.40% 575.72 5.31% 2,315.97 5.29% 1,757.26 4.12% 610.37 1.56%
Customer 5 549.09 4.71% 497.11 4.58% 2,098.15 4.79% 2,111.91 4.95% 1,707.61 4.38%
Customer 6 475.50 4.08% 474.86 4.38% 2,086.68 4.76% 2,592.72 6.07% 2,181.55 5.59%
Customer 7 456.44 3.91% 438.21 4.04% 1,609.49 3.67% 1,845.04 4.32% 1,006.25 2.58%
Customer 8 458.66 3.93% 575.47 5.30% 1,564.59 3.57% 2,735.65 6.41% 2,328.54 5.97%
Customer 9 394.43 3.38% 328.67 3.03% 1,517.33 3.46% 1,241.72 2.91% 2,095.93 5.37%
Customer 10 313.81 2.69% 325.08 3.00% 1,347.48 3.08% 1,373.52 3.22% 1,405.31 3.60%
Total: 9,250.76 79.30% 8,732.85 80.50% 35,160.65 80.27% 34,318.16 80.40% 28,765.68 73.72%
Notes:
(1) The names of the customers have not been disclosed because they have not provided their consent to disclose their VAR
contributions in this Red Herring Prospectus.
(2) The top 10 customers have been identified based on their contribution to VAR in Fiscal 2025.

For the three months For the three months


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
ended June 30, 2025 ended June 30, 2024
% of % of % of % of % of
Particulars(1)(2) Amount
Amount (₹ revenue revenue Amount (₹ revenue Amount (₹ revenue Amount (₹ revenue
(₹
millions) from from millions) from millions) from millions) from
millions)
operations operations operations operations operations
Customer 1 2,313.71 18.00% 2,199.85 17.31% 9,236.42 18.89% 8,298.70 15.18% 7,344.12 15.21%
Customer 2 2,322.23 18.06% 1,771.62 13.94% 8,070.01 16.50% 6,714.08 12.28% 4,820.96 9.99%
Customer 3 1,345.19 10.46% 1,553.71 12.23% 5,356.02 10.95% 5,661.89 10.36% 5,276.95 10.93%
Customer 4 1,090.09 8.48% 1,677.86 13.20% 4,755.70 9.72% 10,802.26 19.76% 7,859.00 16.28%
Customer 5 913.06 7.10% 1,047.25 8.24% 3,034.89 6.21% 5,294.20 9.68% 4,231.69 8.77%
Motocare India 630.02 4.90% 575.72 4.53% 2,315.97 4.74% 1,757.26 3.21% 610.37 1.26%
Private Limited
Customer 7 559.13 4.35% 504.79 3.97% 2,131.22 4.36% 2,147.04 3.93% 1,727.12 3.58%
Customer 8 476.73 3.71% 476.12 3.75% 2,109.57 4.31% 2,593.58 4.74% 2,182.08 4.52%
Customer 9 394.43 3.07% 328.67 2.59% 1,517.33 3.10% 1,241.72 2.27% 2,095.95 4.34%
Customer 10 313.81 2.44% 325.08 2.56% 1,347.48 2.76% 1,373.52 2.51% 1,405.31 2.91%
Total: 10,358.40 80.57% 10,460.67 82.32% 39,874.61 81.54% 45,884.25 83.92% 37,553.55 77.79%
Notes:
(1) The names of the customers have not been disclosed because they have not provided their consent to disclose their revenue
contributions in this Red Herring Prospectus.
(2) The top 10 customers have been identified based on their contribution to revenue from operations in Fiscal 2025.

We believe we enjoy customer stickiness due to the customized, technology-intensive nature of our products and
the stringent, time-consuming approval processes required by our customers. OEMs prefer single suppliers for
critical components to ensure consistent quality, streamline logistics, and enable close collaboration on design and
performance (Source: CRISIL Report). This approach reduces variability and enhances efficiency, though it
requires strong trust and risk management due to dependency on one source (Source: CRISIL Report).

276
This product development process includes design analysis and validation, prototyping, and product testing, with
our engineering teams collaborating closely with customers beginning with the design stage. The approval process
often includes audits and inspections by our customers’ quality assurance teams, who assess our manufacturing
facilities, production processes, and quality control measures. In India, mandatory homologation, overseen by the
Automotive Research Association of India (“ARAI”), certifies that a vehicle is roadworthy and meets specified
criteria. Changing a component supplier for a program would necessitate re-certification with the ARAI. The
significant investment of time and resources in these processes makes customers reluctant to switch suppliers
during the course of a program.

As of June 30, 2025, we have been awarded 427 programs for which we have commenced production (358
programs for Clean Air & Powertrain Solutions and 69 programs for Advanced Ride Technologies) from over 50
customers across our product portfolio, both in India and overseas.

2. Strategically diversified portfolio of proprietary products and solutions well positioned to capture
market and industry trends

We offer a diversified range of customized and proprietary products and solutions for each industry sub-segment
including exhaust aftertreatment systems such as catalytic converters, mufflers and exhaust pipes, engine bearings,
sealing systems, spark plugs, shock absorbers and struts and advanced suspension systems. The following graphics
set out our product portfolio:

Clean Air Solutions


Catalytic converter with diesel oxidation
catalysts (“DOC”) and selective catalytic Catalytic converter for small
reduction converter (“SCR”)-coated diesel commercial vehicles with DOC –
particulate filters (“SDPF”) Diesel particulate filters (“DPFs”) and
SCR
Muffler & Exhaust pipes

Exhaust aftertreatment system for CTs


(Inline) Exhaust aftertreatment system for CTs
(Box) Exhaust aftertreatment system for OHs

Powertrain Solutions
Bearings

277
Main Bearing Bush Bearing Flange Bearing

Ignition
Ignition – Spark Plug and Ignition Coil

Sealings
Heat Shield

Cold Gasket Hot Gasket

Advanced Ride Technologies


Shock absorber and Shock absorber Shock and strut assembly – CV
strut assembly and strut assembly Shock absorber and strut assembly –
– passive semi active

278
In addition to supplying OEMs, we generate revenue from the aftermarket and exports, traditionally counter-cyclic
revenue streams. As different geographies experience economic cycles at different points of time as opposed to
concurrently, we pursue export opportunities to other Tenneco Group companies and OEMs. This revenue
structure reduces the impact of downturns in the automotive industry and promotes stability and resilience in our
financial performance.

The following table sets forth our VAR and revenue from operations by business division, end market, top 10
customers and geography for the periods/Fiscals indicated.

For the three months ended June 30, 2025 For the three months ended June 30, 2024
Revenue from Revenue from
VAR % of revenue from VAR % of revenue from
% of VAR operations % of VAR operations
(₹ millions) operations (₹ millions) operations
(₹ millions) (₹ millions)
Business Division
Clean Air &
Powertrain 6,044.11 51.81% 7,234.96 56.28% 5,842.26 53.85% 7,700.74 60.60%
Solutions
Advanced Ride
5,621.25 48.19% 5,621.25 43.72% 5,006.98 46.15% 5,006.98 39.40%
Technologies
Total 11,665.36 100.00% 12,856.21 100.00% 10,849.24 100.00% 12,707.72 100.00%
End market
PV 7,383.41 63.29% 8,074.81 62.81% 6,764.82 62.35% 8,095.06 63.70%
CV 2,628.86 22.54% 3,128.31 24.33% 2,419.40 22.30% 2,947.64 23.20%
Industrial/Others 739.93 6.34% 739.93 5.76% 824.29 7.60% 824.29 6.49%
Aftermarket(1) 641.31 5.50% 641.31 4.99% 587.63 5.42% 587.63 4.62%
Other Operating
271.85 2.33% 271.85 2.11% 253.10 2.33% 253.10 1.99%
income (2)
Total 11,665.36 100.00% 12,856.21 100.00% 10,849.24 100.00% 12,707.72 100.00%
Customer
Top 10
9,250.76 79.30% 10,358.40 80.57%
customers(3) 8,732.85 80.50% 10,460.67 82.32%
Others 2,414.60 20.70% 2,497.81 19.43% 2,116.39 19.50% 2,247.05 17.68%
Total 11,665.36 100.00% 12,856.21 100.00% 10,849.24 100.00% 12,707.72 100.00%
Geography
Domestic 10,673.97 91.50% 11,844.05 92.13% 10,276.13 94.72% 12,107.96 95.28%
Export 933.58 8.00% 954.35 7.42% 522.25 4.81% 548.90 4.32%
Other Operating
57.81 0.50% 57.81 0.45%
revenue(4) 50.86 0.47% 50.86 0.40%
Total 11,665.36 100.00% 12,856.21 100.00% 10,849.24 100.00% 12,707.72 100.00%
Notes:
(1) We sell to the aftermarket primarily through Motocare India Private Limited, and do not track the end markets in which the products
are used.
(2) Other operating income includes tools sales, sales of services and other operating revenue (which includes scrap sales, claim received
from customers and export incentives).
(3) The top 10 customers have been identified based on their contribution to revenue from operations in Fiscal 2025.
(4) Other operating revenue includes scrap sales, claim received from customers and export incentives.

For Fiscal 2025 For Fiscal 2024 For Fiscal 2023


Revenue Revenue Revenue
% of revenue % of revenue % of revenue
VAR from VAR from VAR from
% of VAR from % of VAR from % of VAR from
(₹ millions) operations (₹ millions) operations (₹ millions) operations
operations operations operations
(₹ millions) (₹ millions) (₹ millions)
Business Division
Clean Air &
Powertrain
Solutions 23,019.60 52.55% 28,122.69 57.51% 24,041.02 56.32% 36,031.07 65.90% 21,149.79 54.20% 30,403.47 62.98%
Advanced Ride
Technologies 20,781.61 47.45% 20,781.61 42.49% 18,645.05 43.68% 18,645.05 34.10% 17,870.21 45.80% 17,870.21 37.02%
Total 43,801.21 100.00% 48,904.30 100.00% 42,686.07 100.00% 54,676.12 100.00% 39,020.00 100.00% 48,273.68 100.00%
End market
PV 27,826.97 63.53% 31,233.85 63.87% 25,406.29 59.52% 34,632.32 63.34% 23,974.44 61.44% 30,926.17 64.06%
CV 9,435.29 21.54% 11,131.50 22.76% 10,246.48 24.00% 13,010.50 23.80% 9,372.19 24.02% 11,674.14 24.18%
Industrial/Others 2,988.42 6.82% 2,988.42 6.11% 3,567.95 8.36% 3,567.95 6.53% 2,142.30 5.49% 2,142.30 4.44%
Aftermarket(1) 2,385.05 5.45% 2,385.05 4.88% 2,580.65 6.05% 2,580.65 4.72% 2,676.44 6.86% 2,676.44 5.54%
Other Operating
income (2) 1,165.48 2.66% 1,165.48 2.38% 884.70 2.07% 884.70 1.61% 854.63 2.19% 854.63 1.78%
Total 43,801.21 100.00% 48,904.30 100.00% 42,686.07 100.00% 54,676.12 100.00% 39,020.00 100.00% 48,273.68 100.00%
Customer
Top 10
customers(3) 35,160.65 80.27%` 39,874.61 81.54% 34,318.16 80.40% 45,884.25 83.92% 28,765.68 73.72% 37,553.55 77.79%
Others 8,640.56 19.73% 9,029.69 18.46% 8,367.91 19.60% 8,791.87 16.08% 10,254.32 26.28% 10,720.13 22.21%

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For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
Revenue Revenue Revenue
% of revenue % of revenue % of revenue
VAR from VAR from VAR from
% of VAR from % of VAR from % of VAR from
(₹ millions) operations (₹ millions) operations (₹ millions) operations
operations operations operations
(₹ millions) (₹ millions) (₹ millions)
Total 43,801.21 100.00% 48,904.30 100.00% 42,686.07 100.00% 54,676.12 100.00% 39,020.00 100.00% 48,273.68 100.00%
Geography
Domestic 40,765.43 93.07% 45,777.05 93.61% 40,343.94 94.51% 52,169.91 95.42% 35,733.20 91.58% 44,944.71 93.10%
Export 2,830.45 6.46% 2,921.92 5.97% 2,159.67 5.06% 2,323.75 4.25% 3,000.15 7.69% 3,042.32 6.30%
Other Operating
revenue(4) 205.33 0.47% 205.33 0.42% 182.46 0.43% 182.46 0.33% 286.65 0.73% 286.65 0.60%
Total 43,801.21 100.00% 48,904.30 100.00% 42,686.07 100.00% 54,676.12 100.00% 39,020.00 100.00% 48,273.68 100.00%
Note:
(1) We sell to the aftermarket primarily through Motocare India Private Limited, and do not track the end markets in which the products
are used.
(2) Other operating income includes tools sales, sales of services and other operating revenue (which includes scrap sales, claim received
from customers and export incentives).
(3) The top 10 customers have been identified based on their contribution to revenue from operations in Fiscal 2025.
(4) Other operating revenue includes scrap sales, claim received from customers and export incentives.

3. Innovation-focused approach aided by our ability to leverage Tenneco Group’s global R&D initiatives
to cross-deploy global technologies for proprietary, modular and customized products at Indian price
points

We are committed to innovation, supported by our R&D capabilities and the ability to leverage Tenneco Group’s
global R&D initiatives and product portfolio. As of June 30, 2025, Tenneco Group is the owner of more than
5,000 active patents and patent applications worldwide and more than 7,500 active trademarks worldwide. Our
R&D initiatives, driven by our technical team often in close collaboration with our customers, develop innovative,
cost-effective and customized systems and solutions. As of the date of this Red Herring Prospectus, we have nine
designs registered under Class 12 - 16 of the Designs Act 2000 and one patent registered under the Patents Act,
1970 in India.

As of June 30, 2025, we operated two R&D technical centers in India equipped to address global and local
customer needs. Our Clean Air Solutions technical center at our Chakan I Facility in Pune conducts functional
simulations based on customer inputs or benchmark data, such as Computational Fluid Dynamics (“CFD”), and
engages in product testing through its four test cells. The technical center is equipped for hot shaker, bending
fatigue, weld fatigue, thermal shock, thermal cycle, and vibration testing, which are crucial for validating product
performance and durability. Post-test analysis capabilities include weld seam analysis and material composition
analysis. Our test facilities are certified by global customers such as John Deere and Skoda Auto Volkswagen
India Private Limited. Our R&D technical center at our Hosur Facility engages in prototyping, testing and
validation to ensure the performance, reliability and durability of our Advanced Ride Technologies products,
complemented by mobile labs that can be relocated to customer sites across India to fine-tune vehicle ride and
handling performance directly on test tracks.

The following case studies highlight R&D collaborations with customers, leveraging global technologies to
localize products, and pioneering new products and technologies in India:

A. Collaborative product development with Customer A

Challenge: Customer A, an Indian automotive manufacturer, required a cost-effective and efficient exhaust
aftertreatment system to replace their existing “switchback” architecture, which featured a two-stage mixer
external tube within a box cover enclosure. The key feature was to have a standard system fitting and mounting
applicable to all models.

Solution: We and Customer A co-developed a “C-type” exhaust aftertreatment system architecture. This
innovative design incorporates an advanced mixer built into the transition channels between the Oxidation Module
(DOC and DPF) and the Reduction Module (SCR), while maintaining the standard system architecture and
mounting across models. The compact “C-Shape” system includes a uniquely designed conical swirl mixer reactor
integrated within the exhaust gas transfer chambers.

Impact: The “C-Shape” system delivered improved performance over its predecessor, achieving over 20%
reduction in weight. This advancement led to increased productivity at the manufacturing plant, with fewer parts
and a simpler architecture, resulting in higher capacity through production automation. Moreover, we believe
close collaborations where we co-develop solutions with our customers from the ground up enhance customer
stickiness.

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B. Leveraging Tenneco Group’s European products to pioneer BS6-compliant solutions in India

Challenge: India’s rapid transition from BS4 in 2017 to BS6 in 2020—compared to Europe’s nearly decade-long
transition from Euro 4 in 2005 to Euro 6 in 2014—posed significant challenges due to differences in cost,
infrastructure, and vehicle specifications. Achieving a 50% reduction in particulate matter and an 87% reduction
in NOx as required by BS6 required substantial innovation.

Solution: We utilized Tenneco Group’s European Clean Air Solutions products, which complied with Euro 6
standards, to develop India-specific solutions by making necessary adjustments, such as incorporating urea mixing
technology to comply with BS6. To support demand, we expanded manufacturing capabilities with new plants in
Pithampur, Chakan, and Chennai, and implemented training programs to equip teams with next generation
emission technology skills.

Impact: We introduced 45 new BS6 compliant products in India across 26 vehicle platforms over a 13-month
period between May 2019 and June 2020. Our BS6-compliant CT platform enabled us to acquire new customers,
including Kirloskar Oil Engines Limited. This demonstrates our ability to leverage Tenneco Group’s capabilities
to launch products quickly.

C. Introduction of India’s first electronic suspension system for Mahindra

Challenge: Mahindra sought advanced suspension solutions to differentiate its upcoming EVs by enhancing ride
comfort and handling through real-time suspension adjustments.

Solution: We introduced continuously variable semi-active suspension electronic dampers for Mahindra’s EV
models. This involved developing modular parts and training our Indian engineers in Europe and North America.
We collaborated with Tenneco Group’s European experts to tailor the software for Indian road conditions and
manufactured the dampers in Europe, with modular assembly in India to ensure efficient delivery.

Impact: The introduction of the continuously variable semi-active suspension electronic dampers enhanced
Mahindra’s BE6 and XEV 9e EV models by improving ride comfort and stability and offering driver-selectable
modes (Comfort, Standard, Sport). This innovation earned us the “Innovation Award for XEV9E & BE6” at the
2025 Mahindra Supplier Conference and highlights the strong collaboration among Mahindra, Tenneco Europe
and us.

4. Flexible and automated manufacturing footprint of 12 strategically located plants well-supported by


a localized supply chain

We have 12 manufacturing facilities across seven states and one union territory in India, comprising seven Clean
Air & Powertrain Solutions facilities and five Advanced Ride Technology facilities, as of June 30, 2025. Our
facilities are strategically located in key automotive OEM hubs in India such as Maharashtra, Tamil Nadu,
National Capital Region (NCR) and Gujarat (Source: CRISIL Report). This geographic diversity allows us to
serve major automotive markets across India while optimizing freight and logistics cost, providing our clients
with timely and reliable access to our products. For further details for our manufacturing, see “ –Manufacturing–
Facilities” on page 298.

We believe that our existing manufacturing facilities, as supplemented by ordinary course production line
expansion, are sufficient to support our current business with incremental capital expenditure for new business.
In the three months ended June 30, 2025 and Fiscal 2025, 2024 and 2023, we have expanded our manufacturing
capacity using internal accruals, without relying on long-term bank borrowings, a practice we intend to continue
given our financial position. We generally plan for and invest in expanding our manufacturing capacity based on
our estimated customer base expansion. We take a customer-centric approach by locating our facilities close to
our customers, enabling us to swiftly address customer needs. For example, in 2018, we were awarded a contract
by Volvo Eicher Commercial Vehicles Limited, in Pithampur, Madhya Pradesh, prompting us to establish a new
manufacturing facility in Pithampur to meet local demand expectations.

Our facilities are equipped with advanced technologies and quality production processes, including automated
production processes with remote diagnostics, robotic cells, and laser markings for product traceability. Our
assembly lines are digitized for efficient inspection and recording. We employ precision manufacturing techniques
such as robotic welding, grinding and electroplating in controlled environments to maintain quality and
cleanliness. We also operate high-speed automated production lines and integrated systems for various
components, including laser welding. Additionally, our plants feature IATF-certified measurement rooms with
laser 3D scanners and facilities for detailed material analysis and precision measurement. Our focus on safety has

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resulted in a recordable incident rate1 of less than 0.25 in the three months ended June 30, 2025. We are supporting
customer satisfaction through our product quality, achieving a customer defect rate of less than two parts per
million parts supplied and delivery rate2 greater than 99.00% in the three months ended June 30, 2025.

Our manufacturing facilities are supported by a highly localized supply chain aimed at efficiency and cost
optimization. The tables below set forth the breakdown of our cost of materials consumed including and excluding
substrates from domestic and imported sources for the periods/Fiscals indicated:

Particulars For the three months ended June 30, 2025 For the three months ended June 30, 2024
Cost of materials % of cost of Cost of materials % of total cost of Cost of materials % of cost of Cost of materials % of cost of
consumed materials consumed excluding materials consumed materials consumed consumed excluding materials
(₹ millions) consumed cost of substrates consumed (₹ millions) cost of substrates consumed
(₹ millions) excluding cost of (₹ millions) excluding cost of
substrates substrates
Domestic 6,878.23 83.05% 6,139.13 86.57% 6,240.67 73.64% 5,739.28 86.75%
Imported 1,404.06 16.95% 952.31 13.43% 2,233.63 26.36% 876.54 13.25%
Total 8,282.29 100.00% 7,091.44 100.00% 8,474.30 100.00% 6,615.82 100.00%

Particulars For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
Cost of % of cost Cost of % of total Cost of % of cost Cost of % of cost Cost of % of cost Cost of % of total
materials of materials cost of materials of materials of materials of materials of
consumed materials consumed materials consumed materials consumed materials consumed materials consumed materials
(₹ millions) consumed excluding consumed (₹ millions) consumed excluding consumed (₹ millions) consumed excluding consumed
cost of excluding cost of excluding cost of excluding
substrates cost of substrates cost of substrates cost of
(₹ millions) substrates (₹ millions) substrates (₹ millions) substrates
Domestic 26,575.81 83.54% 24,448.19 91.53% 27,004.14 70.41% 24,239.74 91.94% 24,982.43 73.54% 22,853.75 92.47%
Imported 5,237.59 16.46% 2,262.12 8.47% 11,350.90 29.59% 2,125.25 8.06% 8,986.49 26.46% 1,861.49 7.53%
Total 31,813.40 100.00% 26,710.31 100.00% 38,355.04 100.00% 26,364.99 100.00% 33,968.92 100.00% 24,715.24 100.00%

We have established a Tier II supply base across India. By sourcing materials and components locally, we shorten
lead times, minimize costs and enhance the overall product quality. We encourage key long-distance suppliers to
have warehouses near our plants to minimize transportation risks. Our global supplier selection processes ensure
quality and cost-effectiveness, leveraging global relationships with competitive suppliers, particularly for steel,
our primary commodity. For further details see, “–Raw Materials and Suppliers” on page 311. We maintain
multiple suppliers across commodities to mitigate supply chain risks and have supplier agreements to ensure
capacity for uninterrupted supply. Our procurement and planning processes are designed to ensure supply chain
readiness, resilience and security. Our partnership with suppliers allows us to maintain optimal inventory levels.
Typically, we receive forecasts from three to six months in advance from our customers, which we use to plan for
materials. Based on the customer production plan, we provide daily and weekly plans to our suppliers. For high-
value imports, we generally collaborate with OEMs and the relevant import supplier for long-term planning.
Additionally, we leverage volume across all our locations within India and abroad through the Tenneco Group to
drive economies of scale and enhance supply chain flexibility. We also leverage Tenneco Group’s global
purchasing power to negotiate price and payment terms with suppliers. Regular supplier audits ensure our
customers are protected in terms of cost, quality, and delivery, while SAP-based production planning and supplier
schedule forecasting enhance delivery performance.

Our commitment to lean manufacturing and common operating standards is exemplified by our “first time right”
approach, fostering a culture of inbuilt quality through process design, equipment selection, and continuous
training and development at all levels. Our manufacturing technology ensures that our products meet global
standards at local costs and speed to market through standardized products. We regularly participate in the QCFI
and have won awards on our case study presentation on quality improvement and the KAIZEN continuous
improvement award in Fiscal 2024.

Our “program launch” system or “TenPlus” monitors all business program stages, from project award to design
verification, including product development and industrialization phases. Gate checklists and timely escalation
aim to ensure that all phases are completed within given timelines. Furthermore, our global strategic initiatives
such as the OSE have been instrumental in enhancing operational efficiency and yield improvements. By
establishing task forces and leveraging plant-level teams for the resourcing of direct and indirect materials, these
initiatives have contributed to optimizing our operational and material cost structures over the past years.

1 Calculated as the number of recordable accidents divided by the number of labor hours per year multiplied by 200,000, which assumes a
standard plant having 200,000 labor hours per year.
2 Calculated as the ratio of the number of parts shipped to customers compared to the number of parts that were scheduled to be shipped
according to customer forecasts (adjusted for customer production line stoppages), expressed as a percentage.

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Our “P3” operating system, focused on People, Performance, and Pride, drives further efficiency and plant
standardization. Through P3, we continuously focus on monitoring safety performance (including significant
injury and fatality rates, and safety improvements), people development (measured by the number of P3 training
modules completed), quality leadership (assessed by component yield rate, planned and unplanned manufacturing
scrap, and customer concerns per million), cost leadership (evaluated through EBITDA, inventory days in hand,
year-over-year cost improvements, and labor productivity), delivery performance, plant maturity systems
(illustrating both performance and the methods by which metrics are achieved), and the 5S methodology (a system
for maintaining shop floor cleanliness and visual standards). Cross-functional collaboration between plants and
central functions such as sales, purchasing, human resources, and finance help lower our operating costs and
selling, general, and administrative expenses.

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

We believe our track record of growth, profitability and efficient use of capital positions us well for continued
success and underscores our commitment to delivering value to our stakeholders. Over the past three Fiscals, we
experienced growth and improved our margins. Our restated profit for the year increased from ₹3,810.43 million
in Fiscal 2023 to ₹4,167.87 million in Fiscal 2024 and ₹5,531.43 million in Fiscal 2025, representing a CAGR of
20.48% and increased from ₹1,503.08 million in the three months ended June 30, 2024 to ₹1,680.88 million in
the three months ended June 30, 2025, representing an increase of 11.83%. Our EBITDA Margin (%) (Basis
Revenue from Operations) was relatively stable at 11.82% in Fiscal 2023 and 11.19% in Fiscal 2024 and increased
to 16.67% in Fiscal 2025. EBITDA Margin (%) (Basis Revenue from Operations) further increased to 17.80% in
the three months ended June 30, 2025 compared to 16.76% in the three months ended June 30, 2024. Similarly,
our EBITDA Margin (%) (Basis VAR) was relatively stable at 14.62% in Fiscal 2023 and 14.34% in Fiscal 2024
and increased to 18.61% in Fiscal 2025. EBITDA Margin (%) (Basis VAR) was stable at 19.62% in the three
months ended June 30, 2025 and 19.63% in the three months ended June 30, 2024. Our PAT Margin (%) (Basis
Revenue from Operations) increased from 7.89% in Fiscal 2023 to 11.31% in Fiscal 2025. PAT Margin (%) (Basis
Revenue from Operations) further increased to 13.07% in the three months ended June 30, 2025 compared to
11.83% in the three months ended June 30, 2024. Similarly, our PAT Margin (%) (Basis VAR) increased from
9.77% in Fiscal 2023 to 12.63% in Fiscal 2025, which further improved to 14.41% in the three months ended June
30, 2025 compared to 13.85% in the three months ended June 30, 2024. Our cash conversion cycle improved
from (10) days in Fiscal 2023 to (18) days in Fiscal 2024 and (24) days in Fiscal 2025. For the three months ended
June 30, 2025 this was (23) days compared to (21) days for three months ended June 30, 2024.

The table below sets forth certain details of our financial performance as compared to our peers for the three
months ended June 30, 2025 and Fiscal 2025.

Tenneco India Peer Average(1)


For the three
Metric Unit For the three months
For Fiscal 2025 months ended For Fiscal 2025
ended June 30, 2025*
June 30, 2025*
EBITDA Margin % 17.80% 16.67% 15.91% 16.51%
(%) (Basis
Revenue from
Operations)
EBITDA Margin % 19.62% 18.61% NA NA
(%) (Basis VAR)

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PAT Margin (%) % 13.07% 11.31% 12.33% 11.15%
(Basis Revenue
from Operations)
ROE % 10.44% 42.65% NA 22.20%
ROCE % 16.29% 56.78% NA 27.50%
Cash Conversion Days (23) (24) NA 28.81
Cycle
Net Debt to Equity Number of (0.22) (0.17) NA (0.10)
Ratio times
Net Debt to Number of (1.52) (0.33) NA (0.45)
EBITDA Ratio times
*Not annualized

Note: (1) Peers include Tenneco India, Sharda Motors Industries Limited, SKF India Limited, Sona BLW Precision Forgings Limited, Bosch
Limited, Gabriel India Limited, Timken India Limited, ZF Commercial Vehicles Control System India Limited, and UNO Minda Limited
(Source: CRISIL Report).

For details in relation to our financial metrics for the three months ended June 20, 2025 and June 30, 2024 and the
last three Fiscals, see “- Summary of our Financial Performance” on page 273.

6. Qualified and experienced board of directors and management team supported by skilled work force.

We are led by a qualified and experienced board of directors, and a professional and experienced management
team with extensive experience in the automotive industry. Our management team is led by Arvind
Chandrasekharan, our Whole-Time Director and Chief Executive Officer who has over 21 years of experience in
the automotive industry and Mahender Chhabra, our Chief Financial Officer, who has over 27 years of experience.
Our Board includes three independent directors who chair all the six Board committees (including the IPO
committee) to ensure high corporate governance standards in line with Tenneco LLC’s governance standards. For
details on our management, see “Our Management” on page 344.

Certain members of Senior Management have been with the Tenneco Group for a significant period of time,
demonstrating continuity and commitment in our leadership. For example, both Rishi Verma (President – India)
and R. C. Subramaniam (Executive Director and General Manager – Advanced Ride Technologies) have been
with Tenneco Group for over 18 years. They also played an instrumental role in solidifying customer relationships
and providing guidance on strategies to grow our business. In addition, we have a dedicated team of engineers
along with technically qualified workforce. We continuously strengthen our engineering expertise by providing
in-house training to our workforce to diversify their skillsets and keep them updated with the latest changes in
manufacturing technologies and processes. Our employees are typically trained in our P3 operating model, which
includes elements such as health and safety, problem-solving techniques and kaizen, a philosophy of continuous
improvement to enhance efficiency, quality, and productivity.

Tenneco LLC, our Promoter, is owned by funds managed by affiliates of Apollo Global Management, Inc.
(together with its subsidiaries, “Apollo”). Apollo is a high-growth, global alternative asset manager. As of
December 31, 2024, Apollo had $751 billion of assets under management.

Our Strategies

The strategies described below have been approved by way of a board resolution passed by our Board of Directors
at their meeting held on June 30, 2025.

1. Capturing market opportunities driven by tightening emission standards

Our Clean Air Solutions business benefits from stricter emissions standards. Traditionally, India has implemented
stricter emission standards across the PV, CV, and industrial markets, such as BS6, Construction Equipment
Vehicle (CEV-IV) and Tractor Emission Norms Stage IV (TREM IV). India and other countries are expected to
continue implementing stricter emission standards across the PV, CV and OH end markets, such as Corporate
Average Fuel Efficiency/Economy (CAFE) norms, Tractor Emission Regulation of India V (TREM V), Bharat
Stage 7 (BS7), Construction Equipment Vehicle (CEV-V) and Central Pollution Control Board (CPCB IV+)
(Source: CRISIL Report).

These new standards aim to further reduce levels of harmful emissions such as hydrocarbons, carbon dioxide,
nitrogen oxides and particulate matter, from vehicles (Source: CRISIL Report), meaning that more sophisticated
emissions technologies and components in vehicles will be required, thereby increasing demand for our Clean Air

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Solutions products. Tightening standards have historically required substantial investment in engine technology,
after-treatment systems, and fuel quality upgrades, resulting in higher content per vehicle (“CPV”) (Source:
CRISIL Report).

Our Clean Air Solutions business is strategically positioned to capitalize on increasingly stringent global and
regional emission standards. With our diversified end-market spanning CVs and PVs and increasing CPV trends,
we are well-positioned to sustain our growth irrespective of evolving electrification in PVs / CVs.

The image below details certain historical and expected changes following implementation of new emission
standards.

DOC refers to diesel oxidation catalysts; DPF refers to diesel particulate filters; GPF refers to gasoline particulate filters; PM refers to
particulate matter; RDE refers to real driving emissions standards; and SCR refers to selective catalytic reduction. (Source: CRISIL Report)

We plan to target key OEMs across all end markets with modular and standardized emission control solutions that
are compliant with BS7, CAFE norms, TREM V, CPCB and CEV. Our strategy involves early engagement with
both Indian and global OEMs to offer Clean Air Solutions products compliant with future standards. By tailoring
global technologies to India-specific needs, we expect this strategy to enable faster time to market and strengthen
our market position.

2. Capitalizing on trends toward premiumization, SUVs, EVs and hybrids

Capitalizing on the trends toward premiumization (i.e., rising PV prices), SUVs, EVs and hybrids presents a
substantial opportunity for our business. As the market shifts towards premium vehicles, SUVs, EVs and hybrids,
the demand for higher technological requirements is expected to translate to increased CPV and demand for our
high-performance products (Source: CRISIL Report).

The diagram below illustrates the rising PV price trend, increase SUVs as a percentage of PVs and EV penetration
in PVs.

285
Note: The above graphical representations are based on data provided in the CRISIL Report
(1) Based on OEM factory cost for Indian PVs.

In India, PVs are categorized into hatchbacks, sedans, SUVs, multipurpose vehicles and vans. Historically, cost-
conscious buyers prioritized fuel efficiency and initial purchase cost, making hatchbacks the most popular segment
due to their affordability and lower running costs (Source: CRISIL Report). However, a growing number of
younger, globally exposed buyers now prioritize driving experience, safety, advanced features, aesthetics, and
comfort, especially considering India’s challenging road conditions, leading to increased demand for premium
vehicles (Source: CRISIL Report). OEMs have responded by enhancing vehicle safety and incorporating advanced
features in recent launches, even in mid-level vehicles. Furthermore, rising disposable incomes have further fueled
growth in the SUV segment (Source: CRISIL Report).

We plan to capitalize on premiumization trends. Premiumization has led to a focus on delivering high performance
engines that provide exceptional acceleration and responsiveness. Premium vehicles often feature advanced
technologies that improve fuel efficiency and reduce emission. Premiumization has also led to a focus on smaller
or higher performance vehicles. As a result, there has been an increase in the need for smaller engines. Therefore,
manufacturers are using turbocharging and supercharging technologies to boost power and efficiency. Smaller
engines are typically lighter, which can lead to a reduction in the overall weight of the vehicle. This reduced
weight can result in less stress on the shocks and struts. Hence, smaller engines can enable the use of advanced
materials such as lightweight metals and composites in the suspension components including shocks and struts.
These materials can provide improved performance, durability and weight reduction (Source: CRISIL Report).

Our business divisions’ targeted approaches to capture the opportunities presented by these trends are set out
below:

Clean Air & Powertrain Solutions: In the Clean Air Solutions business, our modular system approach in exhaust
aftertreatment systems allows us to create a versatile product portfolio that caters to the larger engine-sized SUV
segments experiencing market growth.

In the Powertrain business, we are focused on developing products for ICE vehicles, including mild hybrid and
plug-in hybrid, addressing tight packaging space constraints and optimizing products to be compliant with CAFE
norms set by the OEMs. Tight packaging space constraints arise due to the limited space available within a vehicle
to accommodate components, especially in hybrid vehicles where additional systems, such as electric motors and
battery packs, must be integrated alongside traditional powertrain components. Our products are designed to
maximize efficiency and performance within these confined spaces, ensuring that hybrid vehicles can meet the
CAFE norms fuel efficiency targets while maintaining functionality and reliability.

By strategically aligning with these trends, we aim to capture market opportunities, strengthen OEM partnerships,
and improve our market position.

Advanced Ride Technologies: Our Advanced Ride Technologies products are engineered to deliver superior
ride quality and performance, aligning with premiumization and EV trends to generate higher CPV and enhance
our market position. We will continue to focus on innovative technologies, including continuously variable semi-
active suspension electronic dampers for better ride handling, hollow rods for weight savings, and Adaptive Ride
Height Suspension System 2.0 for noise elimination and improved ride quality. We expect to further leverage
advancements like next generation suspension valve technology for enhanced tuning and performance.

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The table below details certain historical and expected changes in suspension technologies.

Note: RV refers to rebound valve; MTV refers to multi-tune valve; CV refers to compression valve; MTV CL refers to multi-tunable valve control logic; CV+ refers to the upgraded version
of compression valve; FDD RC1 refers to frequency dependent damping, revision control 1; SDD refers to stroke dependent damping; CVSAe refers to continuously variable semi active -
external valve; and CVSAe2/Kinetic refers to continuously variable semi active - external two valves with kinetic technology (for hydraulic anti-role pitch control system ).

3. Enhancing competitiveness through strategic localization – “Make in India”

Localization involves adapting global technologies for the Indian market, thereby allowing our domestic
customers to differentiate their vehicles in a highly competitive market. Benefits of localization include lower
logistics cost, reduced supply chain risks, reduced import duties, cost competitiveness. However, in the three
months ended June 30, 2025 and Fiscals 2025, 2024 and 2023 we did not receive any grants, subsidies or other
benefits from the Government in connection with our localization efforts. Through localization, we aim to improve
margins, expand our share of wallet with customers by improving responsiveness and matching target prices and
grow our presence at key OEMs, particularly in under-penetrated categories such as CVs.

Localizing Advanced Ride Technologies’ critical components and global products to gain further market
share: We have transitioned leading Indian OEMs from passive suspension products to advanced technologies
from Tenneco Group’s portfolio, including the Advanced Hydraulic Rebound System, to meet the growing
demand for enhanced ride experience and comfort. However, our reliance on imported components for these
technologies presents an opportunity for further localization. By manufacturing valving technologies in India, we
aim to reduce logistics costs, government duties, and supply chain risks, thereby lowering costs for our customers,
increasing CPV, expanding market share, and improving margins. We expect these localization efforts to allow
us to continue capturing market demand for these advanced suspension products at lower costs.

Localizing Powertrain products to improve cost competitiveness and increase revenue: We continue to
explore localization strategies which typically deliver cost savings and could lead to competitive differentiation.
For example, we aim to localize Tenneco Group’s patented IROX bearings. These polymer-coated bearings are
particularly suitable for India’s road conditions, where vehicles frequently start and stop, as they reduce engine
friction and enhance efficiency. While IROX bearings offer benefits, importing them incurs a premium. By
localizing the manufacturing of IROX bearings, we expect to improve our cost competitiveness and increase our
share of wallet with customers in India.

Our localization efforts also extend to ceramic spark plugs. We are collaborating with a supplier to produce
ceramic components locally, with technical support from Tenneco Group’s engineering team. This initiative
involves developing capabilities to manufacture specialized ceramics and custom powders that meet the dielectric
and mechanical strength requirements for spark plug applications.

4. Positioning our operations in India as an export hub with global manufacturing standards

India is emerging as a key export hub for automotive components, driven by companies diversifying their
manufacturing bases, and India’s lower costs, supportive government policies, and strategic location near growing
markets (Source: CRISIL Report). We are focused on further establishing India as a central hub for exports, both
for the Tenneco Group and for third-party OEMs. We aim to leverage our access to global customers and
manufacturing capabilities to serve international markets efficiently and cost-effectively, while maintaining global
standards.

In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, we exported products to 18,
18, 20, 22 and 21 countries, respectively. For example, we export our engine bearings to multiple Tenneco Group
locations in Europe and supply our exhaust aftertreatment systems to multiple global regions for a multinational
CT OEM customer. In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, our VAR
from export sales was ₹933.58 million, ₹522.25 million, ₹2,830.45 million, ₹2,159.67 million and ₹3,000.15,
representing 8.00%, 4.81%, 6.46%, 5.06% and 7.69% of our VAR, respectively. This indicates significant
potential to increase our export VAR. We believe our competitive products, design and manufacturing capabilities,

287
and cost savings resulting from the localization initiatives described above, makes us a preferred supplier for
Tenneco Group companies and global third-party OEM customers.

The graphic below shows the products we currently export:

Third-party OEMs: We intend to leverage our Indian engineering capabilities to reduce costs for our customers
and target white spaces that Tenneco Group does not currently serve by directly acquiring new business from
India. Additionally, leveraging our expertise and complementary product lines, we are exploring the production
of other components in adjacent product segments to drive further growth.

Leveraging the Tenneco Group ecosystem: We aim to increase exports from India to serve other entities within
the Tenneco Group, leveraging Tenneco Group’s ecosystem. We plan to enhance vertical integration, including
transferring or shifting manufacturing lines from other countries to India, to better serve Tenneco Group entities.

5. Continued focus on R&D and innovation

Our commitment to R&D and innovation is central to our strategy. We intend to penetrate white spaces and expand
our share of wallet with existing clients by introducing new products that leverage innovative technologies. We
will continue to focus on identifying and addressing emerging global trends to deliver advanced technology, while
adapting features to meet local customer preferences and requirements. We will enhance our internal capabilities
and continue to leverage Tenneco Group’s global R&D initiatives and insights. Our strategy includes investing in
engineering teams and software development for suspension technologies to enhance electronics penetration in
ride dynamics within India, training our Indian teams in Europe and North America, and building a mobile lab for
advanced suspension systems. To capture opportunities in alternative, sustainable fuels, we are currently in the
product prototype sample submission and validation stage for Clean Air & Powertrain Solutions products suitable
for alternatives to ICE. Our R&D initiatives include:

Transition to low-carbon technologies: We are developing hydrogen engine exhaust solutions through
proprietary simulation tools, new materials for hydrogen combustion conditions and specialized laboratory
capable of generating hydrogen impact data. Our modular exhaust solutions for hydrogen, hybridization and other
renewable fuels under development include ignition coils with diagnostic features and spark plugs with retracted
design geometry to prevent hydrogen pre-ignition, engine misfiring, and knocking.

We are a member of hydrogen alliances in Europe and the United States.

Driving emission compliance and fuel efficiency: We are exploring thermal management and energy recovery
systems that optimize aftertreatment performance and reduce emissions. We have developed SCR technologies
that deliver NOx reduction with improved exhaust gas mixing performance. Our CO₂ -reduction focused
performance products aim to improve fuel economy and reduce friction through various innovations. These
include sealing solutions and coating technologies (such as IROX bearings) for engine efficiency, high-
temperature and high-strength materials for thermal efficiency, and lightweight technologies including composite
tubes for damper bodies, plastic spring seats, aluminum dampers, and hollow piston rods. We are not just
responding to regulations—we are anticipating them with our product developments.

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Enabling premiumization and hybridization: To support the growing trend of vehicle premiumization and
hybridization, we have developed hydraulic rebound stoppers for speed bumps and potholes, rebound valves and
frequency dependent damping for rough roads, and semi-active control valves for comfort and handling in
premium vehicles such as SUVs and high-end electric vehicles. Our acoustic tuning innovations help improve
driving experiences in hybrids and engines with poor sound characteristics.

6. Further leverage efficiencies and cross-selling across two divisions to drive overall growth profile

Following the consolidation of our Clean Air & Powertrain Solutions and Advanced Ride Technologies business
divisions under one management, we aim to drive revenue growth by cross-selling across our business divisions.
Our strategy will leverage long-term customer relationships within one division to capture opportunities in another
division or business line, focusing on white spaces or un-serviced customer programs. For example, we have long-
term PV OEM customers in our Advanced Ride Technologies division who are not yet customers of our Clean
Air & Powertrain Solutions division. We plan to leverage our relationships to target specific engine programs with
our powertrain products and expand our presence with these customers.

To support our cross-selling efforts, we rely on our common key raw material sourcing, which provides benefits
such as reduced development time and better pricing leverage due to using a common set of suppliers. Our
standardized P3 and OSE operating model further aids cross-selling by facilitating quicker plant certification by
customers and compliance with customer-specific audits through the P3 shop floor performance monitoring
system. Additionally, cost improvement methodologies through OSE initiatives enable us to offer competitive
pricing and offset the impact of year-over-year price reductions expected by customers. Other benefits include
standardized program management, footprint leverage, and common key account resources.

7. Continued focus on operational efficiencies to ensure sustained improvement in profit and cash
generation

Our strategy focuses on enhancing operational efficiencies to drive sustained margin and cash improvements,
particularly in light of industry challenges such as tariffs. We have already improved our margins in the past three
Fiscals by targeting key areas impacting the bottom line such as material costs, manufacturing and direct labor
expenses, as well as indirect functions like selling, general, and administrative expenses and R&D. For example,
our cost of raw materials consumed as a percentage of revenue from operations improved from 70.37% in Fiscal
2023 to 70.15% in Fiscal 2024 and 65.05% in Fiscal 2025. For the three months ended 30 June 2025, this continued
to improve to 64.42%, compared to 66.69% for the three months ended 30 June 2024. Our cost of raw materials
consumed excluding cost of substrates as a percentage of VAR improved from 63.34% in Fiscal 2023 to 61.76%
in Fiscal 2024 and 60.98% in Fiscal 2025. For the three months ended 30 June 2025, this was stable at 60.79%,
compared to 60.98% for the three months ended 30 June 2024. We will continue to focus on these initiatives while
leveraging our global procurement power to optimize direct purchasing and supplier negotiations, improving our
manufacturing capabilities through our P3 operating systems and implementing a “clean sheet” approach (i.e.
analyzing cost elements and optimizing costs in a systematic manner) to rightsizing selling, general, and
administrative expenses and R&D. Additionally, we aim to continue to improve our Payable Days and Receivable
Days and optimize our inventory.

In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, we maintained Receivable
Days below 50 days and our Payable Days were 100 days, 95 days, 105 days, 89 days and 90 days, respectively.
We leverage our partnership with key suppliers and strengthen their financial position by helping them obtain
vendor financing which allows for longer account payable days. The table below sets forth our raw material cost
and inventory cycle for the periods/Fiscals indicated.

Three months ended June 30, Fiscal


Particulars Unit
2025 2024 2025 2024 2023
₹ 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Revenue from operations
million
₹ 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00
VAR
million
₹ 8,282.29 8,474.30 31,813.40 38,355.04 33,968.92
Cost of materials consumed
million
Cost of materials consumed as a % of 64.42% 66.69% 65.05% 70.15% 70.37%
%
revenue from operations
Cost of materials consumed ₹ 7,091.44 6,615.82 26,710.31 26,364.99 24,715.24
excluding cost of substrates million

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Three months ended June 30, Fiscal
Particulars Unit
2025 2024 2025 2024 2023
Cost of materials consumed 60.79% 60.98% 60.98% 61.76% 63.34%
excluding cost of substrates as a % of %
VAR
Inventory Days(1) Days 32 34 34 34 38
(1) Inventory Days is calculated as average inventories divided by (cost of goods sold divided by 365 for Fiscals or by 91 for the three
months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Cost of goods sold
comprises Cost of materials consumed, Purchases of Stock in Trade and Changes in inventories of finished goods, semi finished
goods and Stock in trade

We plan to further optimize our inventory levels and reduce Inventory Days through the P3 initiative, which
enhances our efficiency through fast inventory changeovers and standardized, modular processes that minimize
work-in-progress inventory and variants of the same components. We will continue to leverage vendor-managed
inventory models, where suppliers provide inventory on a just-in-time basis.

Additionally, we plan to increase our production capacity in line with growing demand and technological
advancements in a capital-efficient manner. Our modular and standardized design and manufacturing approach
allows us to reuse and redeploy assets.

Our Products

Clean Air & Powertrain Solutions

Our Clean Air Solutions products and systems are designed to reduce pollution and optimize engine performance
and acoustic tuning. Vehicle emission control products and systems play a critical role in safely conveying noxious
exhaust gases away from the passenger compartment and reducing the level of pollutants and engine exhaust noise
to acceptable levels. Precise engineering of the exhaust system - which extends from the manifold that connects
an engine’s exhaust ports to an exhaust pipe, to the catalytic converter that eliminates pollutants from the exhaust,
and to the muffler that modulates noise emissions - leads to a tuned engine sound, reduced pollutants, and
optimized engine performance.

We also offer Powertrain Solutions products to PV, CV and Industrial/Others OEM customers for use in new
production and for the aftermarket. There are three product lines, (i) ignition, which includes spark plugs and
ignition coils; (ii) bearings, which include main bearings, connecting rod bearings, connecting rod bushes, and
thrust washers/flanges; and (iii) sealings, which include hot and cold gaskets, multi-layer-steel (“MLS”) gaskets
and heat shields (collectively, “powertrain products”).

The following diagrams set forth details of the product lines sold by our Clean Air & Powertrain Solutions
divisions:

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291
Advanced Ride Technologies

We offer a range of advanced suspension products aimed at enhancing vehicle comfort, ride quality, and handling.
These products play a crucial role in absorbing shocks and vibrations from the road, thereby improving the driving
experience and vehicle stability. Our Advanced Ride Technologies products are used in PVs and CVs.

The following diagrams set forth details of the product lines sold by our Advanced Ride Technologies division:

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Our Customers

In the three months ended June 30, 2025 and Fiscal 2025, we served 101 and 119 customers, respectively,
including all top seven PV OEMs in India and all top five CT OEMs in India (ranking of OEMs determined based
on sales volume in Fiscal 2025) (Source: CRISIL Report). For historical details of our customers in the past three
Fiscals, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Principal Factors Affecting our Financial Condition and Results of Operations – Our customers and their
demand for our products” on page 498.

We supply our products directly to automotive OEMs and industrial customers. Additionally, we have a presence
in the aftermarket through sales to Motocare, our Group Company.

The table below sets forth the breakdown of our VAR and revenue from operations from domestic and export
sales by business division for the periods/Fiscals indicated.

For the three months ended June 30, 2025 For the three months ended June 30, 2024
Revenue
% of revenue Revenue from
VAR from VAR % of revenue
% of VAR from % of VAR operations
(₹ millions) operations (₹ millions) from operations
operations (₹ millions)
(₹ millions)
Clean Air & Powertrain Solutions
Domestic
5,578.48 92.30% 6,748.56 93.28% 5,566.76 95.28% 7,389.59 96.08%
Export(1) 426.21 7.05% 446.98 6.18% 239.07 4.09% 265.72 3.45%
Other
Operating
Revenue(2) 39.42 0.65% 39.42 0.54% 36.43 0.63% 36.43 0.47%
Total
6,044.11 100.00% 7,234.96 100.00% 5,842.26 100.00% 7,700.74 100.00%
Advanced Ride Technologies
Domestic
5,095.49 90.65% 5,095.49 90.65% 4,709.37 94.06% 4,709.37 94.06%
Export(1)
507.37 9.03% 507.37 9.03% 283.18 5.66% 283.18 5.66%
Other
Operating
Revenue(2)
18.39 0.32% 18.39 0.32% 14.43 0.28% 14.43 0.28%
Total
5,621.25 100.00% 5,621.25 100.00% 5,006.98 100.00% 5,006.98 100.00%
Consolidated
Domestic
10,673.97 91.50% 11,844.05 92.13% 10,276.13 94.72% 12,107.96 95.28%
(1)
Export
933.58 8.00% 954.35 7.42% 522.25 4.81% 548.90 4.32%

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For the three months ended June 30, 2025 For the three months ended June 30, 2024
Revenue
% of revenue Revenue from
VAR from VAR % of revenue
% of VAR from % of VAR operations
(₹ millions) operations (₹ millions) from operations
operations (₹ millions)
(₹ millions)
Other
Operating
Revenue(2)
57.81 0.50% 57.81 0.45% 50.86 0.47% 50.86 0.40%
Total
11,665.36 100.00% 12,856.21 100.00% 10,849.24 100.00% 12,707.72 100.00%
Notes:
(1) Export countries comprise Argentina, Brazil, China, Czech Republic, Poland, Germany, France, Singapore, Sri Lanka, Sweden,
Thailand, UAE, Bangladesh, Indonesia, Japan, South Korea, Belgium, Mexico, South Africa, the U.K., the U.S., Vietnam, and Turkey.
(2) Other operating revenue includes scrap sales, claim received from customers and export incentives.

For Fiscal 2025 For Fiscal 2024 For Fiscal 2023


Revenue Revenue Revenue
% of % of % of
VAR from VAR from VAR from
% of revenue % of revenue % of revenue
(₹ operations (₹ operations (₹ operations
VAR from VAR from VAR from
millions) (₹ millions) (₹ millions) (₹
operations operations operations
millions) millions) millions)
Clean Air & Powertrain Solutions
Domestic 21,601.04 93.84% 26,612.66 94.63% 23,183.25 96.43% 35,009.22 97.16% 19,963.99 94.39% 29,175.50 95.96%
Export(1) 1,273.63 5.53% 1,365.10 4.85% 729.85 3.04% 893.93 2.48% 978.66 4.63% 1,020.83 3.36%
Other 144.93 0.63% 144.93 0.52% 127.92 0.53% 127.92 0.36% 207.14 0.98% 207.14 0.68%
Operating
Revenue(2)
Total 23,019.60 100.00% 28,122.69 100.00% 24,041.02 100.00% 36,031.07 100.00% 21,149.79 100.00% 30,403.47 100.00%
Advanced Ride Technologies
Domestic 19,164.39 92.22% 19,164.39 92.22% 17,160.69 92.04% 17,160.69 92.04% 15,769.21 88.24% 15,769.21 88.24%
Export(1) 1,556.82 7.49% 1,556.82 7.49% 1,429.82 7.67% 1,429.82 7.67% 2,021.49 11.31% 2,021.49 11.31%
Other 60.40 0.29% 60.40 0.29% 54.54 0.29% 54.54 0.29% 79.51 0.45% 79.51 0.45%
Operating
Revenue(2)

Total 20,781.61 100.00% 20,781.61 100.00% 18,645.05 100.00% 18,645.05 100.00% 17,870.21 100.00% 17,870.21 100.00%
Consolidated
Domestic 40,765.43 93.07% 45,777.05 93.61% 40,343.94 94.51% 52,169.91 95.42% 35,733.20 91.58% 44,944.71 93.10%
Export(1) 2,830.45 6.46% 2,921.92 5.97% 2,159.67 5.06% 2,323.75 4.25% 3,000.15 7.69% 3,042.32 6.30%
Other 205.33 0.47% 205.33 0.42% 182.46 0.43% 182.46 0.33% 286.65 0.73% 286.65 0.60%
Operating
Revenue(2)

Total 43,801.21 100.00% 48,904.30 100.00% 42,686.07 100.00% 54,676.12 100.00% 39,020.00 100.00% 48,273.68 100.00%
Notes:
(1) Export countries comprise Argentina, Brazil, China, Czech Republic, Poland, Germany, France, Singapore, Sri Lanka, Sweden,
Thailand, UAE, Bangladesh, Indonesia, Japan, South Korea, Belgium, Mexico, South Africa, the U.K., the U.S. and Vietnam.
(2) Other operating revenue includes scrap sales, claim received from customers and export incentives.

Our OEM customers consist of Indian and global PV, CV, and Industrial/Others manufacturers, which include
well-known names such as:

PV OEMs: Maruti Suzuki India Limited, Hyundai Motor India Limited, Mahindra & Mahindra Limited, Skoda
Auto Volkswagen India Private Limited, Tata Motors Limited, and Toyota Kirloskar Motor Private Limited;

CV OEMs: Ashok Leyland Limited, Daimler India Commercial Vehicles, John Deere India Private Limited, Tata
Motors Limited, Volvo Eicher Commercial Vehicles Limited; and

Industrial/Others OEMs: Bajaj Auto Limited, Cummins India Limited, Kirloskar Oil Engines Limited, Royal
Enfield.

For details on the breakdown of our VAR and revenue from operations across our top ten customers and as a
percentage of our total VAR and revenue from operations for the three months ended June 30, 2025 and 2024 and
Fiscals 2025, 2024 and 2023, see “—Our Competitive Strengths—Market leading supplier of critical, highly
engineered and technology intensive clean air, powertrain and suspension solutions to leading Indian and
global OEMs” on page 275.

294
The following table sets forth our VAR and revenue from operations by business division and end market,
including as a percentage of total VAR for the periods/Fiscals indicated.

For the three months ended June 30, 2025 For the three months ended June 30, 2024
Revenue from % of revenue Revenue from
VAR VAR % of revenue
% of VAR operations from % of VAR operations
(₹ millions) (₹ millions) from operations
(₹ millions) operations (₹ millions)
Clean Air & Powertrain Solutions
PV 2,444.64 40.45% 3,136.04 43.35% 2,397.48 41.04% 3,727.72 48.41%
CV 2,523.91 41.76% 3,023.36 41.79% 2,328.38 39.85% 2,856.62 37.10%
Industrial/Others 716.70 11.86% 716.70 9.91% 796.01 13.63% 796.01 10.34%
Aftermarket(1) 166.82 2.76% 166.82 2.30% 175.52 3.00% 175.52 2.28%
Other Operating
income (2) 192.04 3.17% 192.04 2.65% 144.87 2.48% 144.87 1.87%
Total 6,044.11 100.00% 7,234.96 100.00% 5,842.26 100.00% 7,700.74 100.00%
Advanced Ride Technologies
PV 4,938.77 87.86% 4,938.77 87.86% 4,367.34 87.23% 4,367.34 87.23%
CV 104.95 1.87% 104.95 1.87% 91.02 1.82% 91.02 1.82%
Industrial/Others 23.23 0.41% 23.23 0.41% 28.28 0.56% 28.28 0.56%
Aftermarket(1) 474.49 8.44% 474.49 8.44% 412.11 8.23% 412.11 8.23%
Other Operating
income (2) 79.81 1.42% 79.81 1.42% 108.23 2.16% 108.23 2.16%
Total 5,621.25 100.00% 5,621.25 100.00% 5,006.98 100.00% 5,006.98 100.00%
Consolidated
PV 7,383.41 63.29% 8,074.81 62.81% 6,764.82 62.35% 8,095.06 63.70%
CV 2,628.86 22.54% 3,128.31 24.33% 2,419.40 22.30% 2,947.64 23.20%
Industrial/Others 739.93 6.34% 739.93 5.76% 824.29 7.60% 824.29 6.49%
Aftermarket(1) 641.31 5.50% 641.31 4.99% 587.63 5.42% 587.63 4.62%
Other Operating
income (2) 271.85 2.33% 271.85 2.11% 253.10 2.33% 253.10 1.99%
Total 11,665.36 100.00% 12,856.21 100.00% 10,849.24 100.00% 12,707.72 100.00%
Notes:
(1) We sell to the aftermarket primarily through Motocare and do not track the end markets in which the products are used.
(2) Other operating income includes tool sales, sales of services and other operating revenue (which includes scrap sales, claim received
from customers and export incentives).

For Fiscal 2025 For Fiscal 2024 For Fiscal 2023


Revenue Revenue Revenue
% of % of % of
VAR from VAR from VAR from
% of revenue % of revenue % of revenue
(₹ operations (₹ operations (₹ operations
VAR from VAR from VAR from
millions) (₹ millions) (₹ millions) (₹
operations operations operations
millions) millions) millions)
Clean Air & Powertrain Solutions
PV 9,494.18 41.24% 12,901.06 45.87% 9,420.94 39.19% 18,646.97 51.75% 9,000.69 42.56% 15,952.42 52.47%
CV 9,102.08 39.54% 10,798.29 38.40% 9,926.73 41.29% 12,690.75 35.22% 8,935.48 42.25% 11,237.43 36.96%
Industrial/Others 2,911.65 12.65% 2,911.65 10.35% 3,473.17 14.45% 3,473.17 9.64% 2,043.75 9.66% 2,043.75 6.72%
Aftermarket(1) 653.48 2.84% 653.48 2.32% 691.87 2.88% 691.87 1.92% 643.75 3.04% 643.75 2.12%
Other Operating 858.21 3.73% 858.21 3.06% 528.31 2.19% 528.31 1.47% 526.12 2.49% 526.12 1.73%
income (2)
Total 23,019.60 100.00% 28,122.69 100.00% 24,041.02 100.00% 36,031.07 100.00% 21,149.79 100.00% 30,403.47 100.00%
Advanced Ride Technologies
PV 18,332.79 88.22% 18,332.79 88.22% 15,985.35 85.74% 15,985.35 85.74% 14,973.75 83.79% 14,973.75 83.79%
CV 333.21 1.60% 333.21 1.60% 319.75 1.71% 319.75 1.71% 436.71 2.44% 436.71 2.44%
Industrial/Others 76.77 0.37% 76.77 0.37% 94.78 0.51% 94.78 0.51% 98.55 0.55% 98.55 0.55%
Aftermarket(1) 1,731.57 8.33% 1,731.57 8.33% 1,888.78 10.13% 1,888.78 10.13% 2,032.69 11.37% 2,032.69 11.37%
Other Operating 307.27 1.48% 307.27 1.48% 356.39 1.91% 356.39 1.91% 328.51 1.85% 328.51 1.85%
income (2)
Total 20,781.61 100.00% 20,781.61 100.00% 18,645.05 100.00% 18,645.05 100.00% 17,870.21 100.00% 17,870.21 100.00%
Consolidated
PV 27,826.97 63.53% 31,233.85 63.87% 25,406.29 59.52% 34,632.32 63.34% 23,974.44 61.44% 30,926.17 64.06%
CV 9,435.29 21.54% 11,131.50 22.76% 10,246.48 24.00% 13,010.50 23.80% 9,372.19 24.02% 11,674.14 24.18%
Industrial/Others 2,988.42 6.82% 2,988.42 6.11% 3,567.95 8.36% 3,567.95 6.53% 2,142.30 5.49% 2,142.30 4.44%
Aftermarket(1) 2,385.05 5.45% 2,385.05 4.88% 2,580.65 6.05% 2,580.65 4.72% 2,676.44 6.86% 2,676.44 5.54%

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For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
Revenue Revenue Revenue
% of % of % of
VAR from VAR from VAR from
% of revenue % of revenue % of revenue
(₹ operations (₹ operations (₹ operations
VAR from VAR from VAR from
millions) (₹ millions) (₹ millions) (₹
operations operations operations
millions) millions) millions)
Other Operating 1,165.48 2.66% 1,165.48 2.38% 884.70 2.07% 884.70 1.61% 854.63 2.19% 854.63 1.78%
income (2)
Total 43,801.21 100.00% 48,904.30 100.00% 42,686.07 100.00% 54,676.12 100.00% 39,020.00 100.00% 48,273.68 100.00%
Notes:
(1) We sell to the aftermarket primarily through Motocare and do not track the end markets in which the products are used.
(2) Other operating income includes tool sales, sales of services and other operating revenue (which includes scrap sales, claim received
from customers and export incentives).

We have long-standing relationships of 15 years and more with eight of our top 10 customers based on VAR, as
of June 30, 2025. The table below sets forth the details of our relationships with our top 10 customers (ordered by
the length of their relationship with us).

Commencement of Number of Years of


S. No. Customer
Customer Relationship Customer Relationship

1 Maruti Suzuki India Limited 1996 29 years


2 Tata Motors Limited 1997 28 years
3 Mahindra & Mahindra Limited 1998 27 years
4 Hyundai Motor India Limited 2007 18 years
5 Ashok Leyland Limited 2008 17 years
6 Skoda Auto Volkswagen India Pvt Ltd 2008 17 years
7 Renault Nissan Automotive India Pvt 2008 17 years
8 Bharat Benz (Daimler India Commercial Vehicle) 2009 16 years
9 VE Commercial Vehicles Limited 2012 13 years
10 Motocare India Pvt Limited 2015 10 years

We also enter into transactions with entities in the Tenneco Group from time to time, including for the sale of our
products and services. For further details, see “Risk Factors – Internal Risk Factors – We depend on entities in
the Tenneco Group for our operations, such as the license of brands, 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, could have an adverse impact on our business, reputation, financial
condition, and results of operations” on page 60.

Customer Contracts

For OEM customers, we typically enter into general purchase agreements that set out the general terms,
supplemented by purchase orders that specify pricing while order quantities are updated through order schedules.
Most of our customers provide us with forecasts of order volumes and a tentative delivery schedule, as well as
annual sales projections that help us estimate the production requirements and capital expenditure for that product
line.

We also receive long-term production contracts for specific products supplied for vehicles with target volumes.
These supply relationships typically extend over the life of the related vehicle, subject to interim design and
technical specification revisions. In addition to customary commercial terms and conditions, long-term production
contracts generally provide for annual price adjustments based on expected productivity improvements, material
price variations, and other factors. OEM customers typically retain the right to terminate agreements due to
changing business conditions. OEM order fulfillment is typically manufactured in response to customer purchase
order releases.

Open purchase orders generally contain the commercial terms of supply for the program including price, delivery
location and certain “Incoterms”, which are pre-defined commercial terms published by the International Chamber
of Commerce relating to international commercial law. The purchase orders are typically subject to conditions
such as ensuring that all products delivered to the customer have been inspected and will be safe for use, that
orders will be fulfilled according to predetermined delivery schedules and that all products will be built to
customer specifications. Some of our customers have the right to check and verify our relevant manufacturing
systems processes, which may include inspection of the manufacturing facilities, review of the manufacturing

296
processes and review of the raw materials. Furthermore, our purchase or supply contracts contain a provision that
warrants conformity of products to specifications or descriptions furnished by the customers and further warrants
that products delivered will be merchantable and free from defects.

Under customer purchase orders, we are usually entitled to pass on price escalations of specified input materials
to our customers. This includes steel and substrates. Other production costs such as the cost of fuel, spares,
manpower, inventory carrying cost and currency fluctuations are typically borne by us and are subject to ongoing
negotiations.

Aftermarket

We sell our products to the aftermarket primarily through Motocare, a Tenneco Group Company. Additionally,
OEMs sell some of our products to their dealers for use as spare parts in the aftermarket (original equipment spare
parts (“OES”)). Our aftermarket products include spark plugs, bearings and suspension systems, which are sold
under the Monroe and Champion brands.

Until October 2023, our Advanced Ride Technologies division conducted direct sales to the aftermarket. From
October 2023 onwards, we transitioned to selling all of our aftermarket products to Motocare (in addition to other
entities in the Tenneco Group), which then sell them to the aftermarket. We do not engage third-party dealers to
market, sell, and deliver products in the aftermarket.

For the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024, 2023, our revenues from our sales to
Motocare (which were subsequently sold to the aftermarket by Motocare) were ₹627.79 million, ₹575.72 million,
₹2,315.97 million, ₹1,757.26 million and ₹610.37 million, or 4.88%, 4.53%%, 4.74%, 3.21% and 1.26% of our
revenue from operations, or 5.38%, 5.31%, 5.29%, 4.12%, and 1.56% of our VAR, respectively.

Program Pipeline

The tables below set forth details of the programs we were awarded and the programs that commenced production
for the periods/Fiscals indicated:

Number of Programs(1)
Particular Programs awarded Programs that commenced
production
Clean Air & Powertrain Solutions
Three months ended June 30, 2025 16 10
Three months ended June 30, 2024 23 13
Fiscal 2025 54 55
Fiscal 2024 53 45
Fiscal 2023 56 55
Advanced Ride Technologies
Three months ended June 30, 2025 5 7
Three months ended June 30, 2024 10 3
Fiscal 2025 60 40
Fiscal 2024 22 21
Fiscal 2023 22 23
Note:
(1) “Programs awarded” refers to programs which are contracted to us. There is generally a time lag between the time we receive a
program award and the time when the OEM commences commercial production for that program. Accordingly, the programs that
commenced production in a period/Fiscal include programs that were awarded in prior periods/Fiscals.

A program refers to a project officially contracted or commissioned by an OEM to a manufacturer for the
development and supply of specific components or systems for a particular vehicle model or series. It typically
includes a commitment to deliver the agreed-upon parts within specified timelines, quality standards, and cost
parameters. Our customers’ supplier selection process can take anywhere from six to over 18 months, starting
from the issuance of a RFQ to the awarding of the program. The programs awarded to us are typically long-term,
lasting three to seven years for PV and CV programs.

Manufacturing

Plant and Machinery

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Our facilities are equipped with a comprehensive array of manufacturing equipment.

Our Clean Air & Powertrain Solutions business uses CNC pipe bending machines, and automatic muffler
manufacturing machines for manufacturing pipes and mufflers. For catalytic converter manufacturing, we have
fully automated convertor canning lines and assembly welding robots supported by auto leak testers and laser
marking machines with digital data recording features.

Our engine bearing manufacturing facilities use sintering machines with integrated furnaces, and blanking,
coining and forming presses. Our Bhiwadi plant for ignition systems has high speed automated machines for
center and terminal electrode manufacturing, precious metal tip welding processes and ceramic glazing furnaces
for manufacturing spark plugs. Our sealing facility has high tonnage blanking and forming presses and ultrasonic
cleaning and laser welding for our precision MLS gaskets.

Our Advanced Ride Technologies business uses hydraulic presses, special purpose robotic welding machines, and
high precision assembly lines with data integrity and digital data recording for our shock absorber and strut
manufacturing. Sintered components used in shock absorber assembly are manufactured using high-capacity
compaction presses and temperature-controlled furnaces at our Puducherry facility.

We own all of the machinery described above.

Facilities

As of June 30, 2025, we had 12 manufacturing facilities strategically located near key OEM hubs in India,
comprising four manufacturing facilities for Clean Air Solutions, three manufacturing facilities for our Powertrain
Solutions and five manufacturing facilities for Advanced Ride Technologies products.

All our facilities ordinarily operate 24 hours a day, six days a week, except on national holidays. Set forth below
are images of our manufacturing facilities.

Clean Air & Powertrain Solutions


Clean Air Solutions

Chakan I Facility Chakan II Facility

Chennai Facility Pithampur Facility


Powertrain Solutions

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Parwanoo Facility (FMBIL) Chakan Sealings Facility (FMSIL)

Bhiwadi Facility (FMIPL)

Advanced Ride Technologies

Sanand Facility Bawal Facility

Puducherry Facility Hosur Facility

Chakan ART Facility

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The table below sets forth certain details with respect to our manufacturing facilities as of June 30, 2025.

Start of
Leased (Initial Operations Manufacturing
Name / Location Certifications
Term)/ Owned (Calendar Processes
Year)
Clean Air & Powertrain Solutions
Shell manufacturing,
converter canning,
Leased pipe bending, muffler
IATF 16949
95 years manufacturing, laser
Chakan I Facility ISO 14001(EMS
commencing on 2013 welding and cutting,
(Maharashtra) ISO 45001(OHSMS)
December 19, robotic assembly
TISAX
2008. welding and heat
shield welding
robots.
Shell manufacturing,
converter canning,
The Chakan II Facility
laser welding and
Leased became eligible for
cutting, robotic
Chakan II 7 years certification under IATF rules
assembly welding,
Facility commencing on 2025 in May 2025, with the Stage 1
and assembly of
(Maharashtra) June 15, 2023. audit completed in June 2025
exhaust
and the Stage 2 certification
aftertreatment
audit set for December 2025.
systems.

Shell manufacturing,
canning, pipe
bending, muffler cold
Leased
spinning, laser IATF 16949
99 years
Chennai Facility cutting and assembly ISO 14001(EMS
commencing on 2009
(Tamil Nadu) welding, and exhaust ISO 45001(OHSMS)
October 17, 2008.
aftertreatment system TISAX
and dress kit
assembly.

Shell manufacturing,
converter canning,
Leased laser welding and
Pithampur
99 years cutting, robotic IATF 16949
Facility
commencing on 2019 assembly welding, ISO 14001(EMS
(Madhya
January 16, 2019. and exhaust ISO 45001(OHSMS)
Pradesh)
aftertreatment system
assembly.

Ignition
Steel shell
manufacturing,
Zinc/nickel plating,
Leased terminal and center
99 years electrode IATF 16949
Bhiwadi Facility
commencing on 1999 manufacturing, ISO 14001(EMS)
(Rajasthan)
September 27, precious metal ISO 45001 (OHSMS)
1977. welding on ground
electrode and final
spark plug assembly
and testing.
Bearings
Parwanoo Leased IATF 16949
Facility 95 years Sintering, blanking, ISO 14001(EMS)
1979
(Himachal commencing on coining, and forming. ISO 45001 (OHSMS)
Pradesh) April 17, 1978. ISO 9001: 2015
Sealings
Chakan Sealings Blanking, forming, IATF 16949
1997 (acquired
Facility Owned ultrasonic cleaning, ISO 14001 (EMS)
by us in 2022)
(Maharashtra) screen printing and ISO 45001 (OHSMS)

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Start of
Leased (Initial Operations Manufacturing
Name / Location Certifications
Term)/ Owned (Calendar Processes
Year)
laser welding of MLS
gaskets.

Advanced Ride Technologies


Precision grinding
Leased and electroplating for
99 years piston rods, robotic IATF 16949
Hosur Facility
commencing on 1982 welding and ISO 14001(EMS)
(Tamil Nadu)
February 15, automated assembly ISO 45001(OHSMS)
1978. line.

Powder metal
Leased sintered components
Puducherry 72 years with compaction
IATF 16949
Facility commencing on 1985 presses and
ISO 14001 (EMS)
(Puducherry) February 13, temperature-
2011. controlled furnace.

Special hydraulic
presses, special
purpose and robotic
welding, and high
IATF 16949
Bawal Facility precision assembly
NA(1) 2011 ISO 14001(EMS)
(Haryana) line with data
ISO 45001(OHSMS)
integrity and digital
data recording
(Industry 4.0
standards).
Leased
Modular assembly
Chakan ART 5 years
cell of shock
Facility commencing on 2022 IATF 16949
absorbers and struts.
(Maharashtra) September 30,
2022.
Precision grinding
Leased and electroplating for
99 years piston rods, robotic
Sanand Facility
commencing on 2019 welding and ISO 14001(EMS)
(Gujarat)
November 14, automated assembly ISO 45001(OHSMS)
2017. line.
(1)
For details, see “Risk Factors- Internal Risk Factors -Our Registered Office, Corporate Office and manufacturing facilities (except for
the Chakan Sealings Facility), warehouses and R&D centers are located on leased land. If we are unable to renew or extend such leases,
our business operations may be adversely affected. Further, land title in India can be uncertain and we may not be able to identify or
correct defects or irregularities in title to certain land which we own.” on page 79.

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The table below sets forth the plant-wise installed capacity, production volume and capacity utilization of our manufacturing facilities as of the dates or for the periods/Fiscals
indicated:

For the three months ended June 30, 2025 For the three months ended June 30, 2024
Facility Product Installed capacity(1) Production volume(2) Capacity utilization(3) Installed capacity(1) Production volume(2) Capacity utilization(3)
( ( ( (
Pieces in thousands) Pieces in thousands) (%) Pieces in thousands) Pieces in thousands) (%)
Clean Air & Powertrain Solutions
Chakan I Cold Ends 428.75 223.35 52.09% 384.05 279.79 72.85%
(Mufflers,
exhaust pipes)
Hot Ends 340.25 292.69 86.02% 310.20 282.10 90.94%
(Catalytic
converters)
Chakan II(4) Hot Ends 64.75 47.01 72.60% - - -
(Catalytic
converters)
Chennai Cold Ends 266.00 98.77 37.13% 248.84 109.43 43.97%
(Mufflers,
exhaust pipes)
Hot Ends 35.25 18.56 52.65%(9) 27.27 15.09 55.33%
(Catalytic
converters)
Pithampur Hot Ends 54.00 36.03 66.71% 46.59 31.74 68.12%
(Catalytic
converters)
Total Cold Ends 694.75 322.12 46.37% 632.89 389.21 61.50%
(Mufflers,
exhaust pipes)
Hot Ends 494.25 394.28 79.77% 384.06 328.92 85.64%
(Catalytic
converters)
Bhiwadi Spark plugs 12,750.00 12,482.00 97.90% 12,750.00 11,947.00 93.70%
Parwanoo Bearings 10,723.00 8,940.91 83.38% 10,414.00 8,564.49 82.24%
Bushings 3,317.00 2,013.04 60.69% 3,292.00 1,782.69 54.15%
Thrust washers 869.00 933.14 107.38% 869.00 884.01 101.73%
Flanges 203.00 64.08 31.57% 203.00 60.32 29.71%
Chakan Sealings MLS 234.00 214.67 91.74% 187.25 173.60 92.71%
Non-MLS 4,928.00 3,253.76 66.03% 4,806.75 3,442.24 71.61%
Heat shields 405.88 345.00 85.00% 317.50 271.00 85.35%
Advanced Ride Technologies
Hosur Struts and shock
2,020.00 1,918.16 94.96% 2,020.00 1,761.32 87.19%
absorbers
Bawal Struts and shock
2,069.27 1,679.22 81.15% 2,069.27 1,750.06 84.57%
absorbers
Sanand Struts and shock
1,080.00 856.30 79.29% 1,080.00 677.89 62.77%
absorbers

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For the three months ended June 30, 2025 For the three months ended June 30, 2024
Facility Product Installed capacity(1) Production volume(2) Capacity utilization(3) Installed capacity(1) Production volume(2) Capacity utilization(3)
( ( ( (
Pieces in thousands) Pieces in thousands) (%) Pieces in thousands) Pieces in thousands) (%)
Total Struts and shock 5,169.27 4,453.67 86.16% 5,169.72 4,189.27 81.04%
absorbers
Chakan ART(5) Modular
assembly of
688.75 559.15 81.18% 688.75 604.10 87.71%
shock absorber
and struts
Puducherry(6) Sintered parts 15,700.00 14,266.37 90.87% 15,700.00 15,619.40 99.49%

As of March 31, 2025 and for Fiscal 2025 As of March 31, 2024 and for Fiscal 2024 As of March 31, 2023 and for Fiscal 2023
Installed Production Production Installed Production
Capacity Installed Capacity Capacity
Facility Product capacity(1) volume(2) volume(2) capacity(1) volume(2)
( ( utilization(3) capacity(1) (Pieces ( utilization(3) ( ( utilization(3)
Pieces in Pieces in Pieces in Pieces in Pieces in
(%) in thousands) (%) (%)
thousands) thousands) thousands) thousands) thousands)
Clean Air & Powertrain Solutions
Chakan I Cold Ends 1,513.49 953.93 63.03%(7) 1,536.21 1,295.17 84.31% 1,263.51 1,242.65 98.35%
(Mufflers,
exhaust pipes)
Hot Ends 1,254.42 1,154.53 92.04% 1,240.79 1,080.61 87.09% 937.63 899.22 95.90%
(Catalytic
converters)
Chakan II(4) Hot Ends 259.07 162.60 62.77% - - - - - -
(Catalytic
converters)
Chennai Cold Ends 1,063.53 458.51 43.11% 995.36 425.54 42.75%(8) 809.01 624.42 77.18%
(Mufflers,
exhaust pipes)
Hot Ends 139.53 57.90 41.50%(9) 109.08 76.47 70.10% 81.81 72.41 88.50%
(Catalytic
converters)
Pithampur Hot Ends 215.43 130.40 60.53% 186.35 130.18 69.86% 163.62 98.75 60.35%
(Catalytic
converters)
Total Cold Ends 2,577.02 1,412.45 54.81% 2,531.57 1,720.71 67.97% 2,072.52 1,867.07 90.09%
(Mufflers,
exhaust pipes)
Hot Ends 1,868.45 1,505.43 80.57% 1,536.22 1,287.26 83.79% 1,183.06 1,070.38 90.48%
(Catalytic
converters)
Bhiwadi Spark plugs 51,000.00 48,958.93 96.00% 51,000.00 46,743.77 91.65% 51,000.00 48,371.83 94.85%
Parwanoo Bearings 42,892.00 34,646.00 80.77% 41,656.00 35,596.00 85.45% 38,270.00 28,218.00 73.73%
Bushings 13,168.00 8,517.00 64.68% 13,168.00 8,604.00 65.34% 11,720.00 6,210.00 52.99%
Thrust washers 3,476.00 3,063.00 88.12% 3,476.00 2,686.00 77.27% 3,366.00 2,118.00 62.92%
Flanges 812.00 310.00 38.18% 812.00 227.00 27.96% 795.00 304.00 38.24%
Chakan Sealings MLS 909.00 731.74 80.50% 749.00 653.00 87.18% 681.00 544.00 79.88%

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As of March 31, 2025 and for Fiscal 2025 As of March 31, 2024 and for Fiscal 2024 As of March 31, 2023 and for Fiscal 2023
Installed Production Production Installed Production
Capacity Installed Capacity Capacity
Facility Product capacity(1) volume(2) volume(2) capacity(1) volume(2)
( ( utilization(3) capacity(1) (Pieces ( utilization(3) ( ( utilization(3)
Pieces in Pieces in Pieces in Pieces in Pieces in
(%) in thousands) (%) (%)
thousands) thousands) thousands) thousands) thousands)
Non-MLS 19,712.00 12,670.00 64.28% 19,227.00 13,807.00 71.81% 18,082.00 16,768.00 92.73%
Heat shields 1,198.00 1,112.96 92.90% 1,270.00 1,039.00 81.81% 1,206.00 889.00 73.71%

Advanced Ride Technologies


Hosur Struts and shock 8,080.00 7,140.93 88.38% 8,080.00 6,695.96 82.87% 7,700.00 7,171.76 93.14%
absorbers
Bawal Struts and shock 8,277.06 6,913.31 83.52% 8,277.06 6,636.18 80.18% 7,400.00 6,742.20 91.11%
absorbers
Sanand Struts and shock 4,320.00 3,107.09 71.92% 4,320.00 2,708.67 62.70% 3,240.00 2,036.68 62.86%
absorbers
Total Struts and shock 20,677.06 17,161.33 83.00% 20,677.06 16,040.81 77.58% 18,340.00 15,950.64 86.97%
absorbers
Chakan ART(5) Modular 2,755.00 2,343.86 85.08% 2,755.00 1,885.00 68.42% 1,848.00 1,475.00 79.82%
assembly of
shock absorber
and struts
Puducherry(6) Sintered parts 58,800.00 58,609.00 99.68% 53,400.00 53,400.00 100.00% 47,059.00 46,588.41 99.00%
Notes:
Source: Certificate from Kunal Kantilal Vikamsey and Naresh Kanji Wadhia of Kanti Karamsey and Co. Advisors LLP (Chartered Engineer Registration Numbers: F-1307017 and M 115754/4, respectively) Independent
Chartered Engineers, dated November 5, 2025.
(1) The installed capacity for the above dates is calculated based on the past production mix in the respective period/Fiscal. The installed capacity information of the Company and Subsidiaries is based on rated
installed capacity of all machinery for the highest-produced product during the preceding period/Fiscal, taken on a quarterly basis for interim periods (unannualized) and on an annual basis for each fiscal year.
Installed capacity information is based on various assumptions and estimates, including standard capacity calculation practice installed at the relevant manufacturing facility. Assumptions and estimates taken into
account for measuring installed capacities are based on 75 working days in the three months ended June 30, 2025 and 2024 and 300 working days in a Fiscal on a six day, three shift basis.
(2) Actual production represents quantum of production in the relevant manufacturing facility in the relevant period/Fiscal.
(3) Capacity utilization is calculated as quantum of production in the relevant facility in the relevant period/Fiscal, divided by the capacity available of relevant manufacturing facility during the relevant period/Fiscal.
Capacity available during the period/Fiscal represents the installed capacity that was available during the relevant period/Fiscal (taken on a quarterly basis for interim periods (unannualized) and on an annual
basis for each fiscal year) and is calculated based on the aggregate of monthly installed capacity.
(4) Production at the Chakan II Facility started in Fiscal 2025.
(5) The Chakan ART Facilities receives base shock absorbers from our Hosur and Bawal Facilities for the modular assembly of peripheral parts according to our customer requirements.
(6) The Puducherry Facility for our Advanced Ride Technologies division manufactures and supplies sintered parts to our Hosur, Bawal and Sanand Facilities to manufacture struts and shock absorbers.
(7) Cold ends capacity utilization at our Chakan I Facility decreased to 63.03% in Fiscal 2025 from 84.31% in Fiscal 2024, primarily because a customer relocated the production of a vehicle model from Pune to
another state.
(8) Cold ends capacity utilization at our Chennai Facility decreased to 42.75% in Fiscal 2024 from 77.18% in Fiscal 2023, primarily because customers transitioned from three-piece cold end systems to single-piece
cold end systems in Fiscal 2024 which reduced our production volume when compared to Fiscal 2023.
(9) Hot ends capacity utilization at our Chennai Facility decreased to 41.50% in Fiscal 2025 from 70.10% in Fiscal 2024 and 52.65% in the three months ended June 2025 from 55.33% in the three months ended June
30, 2024, primarily because we carried out capacity improvement projects and a pull forward of demand in the last quarter of Fiscal 2024, which increased our CV OEM customers’ inventory and reduced the
demand for our clean air products in Fiscal 2025 and the three months ended June 30, 2025.

See also “Risk Factors—Internal Risk Factors—Our Bhiwadi Facility, Hosur Facility and Puducherry Facility currently operate at high-capacity utilization levels and we
may not be able to meet additional demand for our products until we are able to increase our capacity. Further, if we underestimate or overestimate the demand for our

304
products, the capacity utilization of our manufacturing plants may be under-utilized or over-utilized, respectively, which could adversely affect our profitability and
manufacturing schedules.” on page 99.

305
Key Manufacturing Processes

Clean Air & Powertrain Solutions

Clean Air Solutions

The production of Clean Air Solutions products involves several key steps. The manufacturing of catalytic
converters includes steel shell fabrication using tungsten inert gas welding and laser welding technology, catalyst
canning on automated lines, and 15-axis robotic assembly welding cells for DOC, DPF, SCR and mixers. Mixers
blend exhaust gases with urea (commonly known as AdBlue), enabling harmful nitrogen oxides to react with
ammonia, forming non-harmful nitrogen gas and water vapor in the SCR converter. These processes are integrated
with leak testers and traceability marking. For products used in CVs, specialized assembly lines are used for
brackets, sensors, and wiring harnesses, complete with testing and end-to-end traceability.

The production of mufflers and pipe systems involves 5-axis computerized numeric controlled (“CNC”)
machines, such as pipe bending machines, cold spinning and automatic muffler manufacturing lines integrated
with vision systems which can be programmed to manufacture various parts. Final assembly welding is performed
on special-purpose machines and robotic cells.

Powertrain Solutions

Ignition

The production of ignition products involves the following main steps. The manufacturing process begins with
high-speed automated production lines that fabricate the shell, terminal, and central electrode. The ceramic body
(bisque) of the spark plug undergoes an embossing process, during which the sales symbol and traceability code
are applied. This is followed by the application of a protective glaze layer to the ceramic body. The glazed body
is then fired in a high-temperature furnace, fusing the glaze to the surface and creating a smooth, durable, and
protective finish.

Next, the core assembly process integrates the ceramic body, central electrode, terminal, carbon, and copper
powder. These components undergo sintering in electric furnaces, where the high temperature transforms the
pressed powders into a solid, cohesive structure.

Following the core assembly process, the shell and core are securely combined with gaskets and silment powder
to enhance structural integrity and sealing performance, ensuring the spark plug can withstand the high-pressure
combustion environment of an engine.

After assembly, the electrode gap between the center and ground electrodes is adjusted to meet specific application
requirements. Finally, each spark plug undergoes end-of-line high-voltage cyclic dielectric testing to ensure it is
defect-free and compliant with stringent quality standards.

Additionally, specialized manufacturing processes are employed for premium spark plugs, including advanced
welding techniques for attaching precious metals such as iridium and platinum. These enhancements are designed
to meet the rigorous durability and performance requirements of modern high-performance engines.

Bearings

The production of bearings involves a series of steps, including sintering, slitting, blanking, forming, coining,
facing, grooving, lip and hole creation, countersinking, deburring, height broaching, internal diameter machining
and dimensional inspection, ultrasonic cleaning, oiling and packing. The process begins with sintering to impart
bearing properties to the metal strip, followed by blanking to the required size. The blank is then formed into the
bearing shape through various stages, with special broaching and hole/slot making processes to complete
manufacturing. Bearings are inspected on the production line, cleaned using sophisticated ultrasonic cleaning
processes and then packed.

Bushings undergo similar processes, with additional facing and cylindrical grinding operations for finishing
critical dimensions. Bushings are packed on the production line after calibration and inspection.

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Sealings

The production of sealing products involves the use of special presses to ensure precise profiles. Screen printing
of polymer impregnation and curing in special furnaces maintain sealing properties at high temperatures and
pressures in gaskets. A special laser welding process is used in hot-end gaskets to precisely manufacture multilayer
alloy steel gaskets.

Advanced Ride Technologies

The manufacturing process of shock absorbers and strut assemblies begins with base assembly using automatic
and robotic welding machines. Precision grinding of piston rods and electroplating are performed to achieve high-
quality surface finish and toughness. In the final assembly process, base assemblies and piston rods are combined
with high-precision parts like pistons and discs, then filled with shock absorber oil in a controlled environment to
ensure quality and cleanliness. Modular assembly is conducted based on customer-specific designs, adding coil
springs and top mounts as required. All dampers undergo fit, function, and noise testing to ensure quality. The
assembly cells are interconnected and comply with long-term traceability requirements under Industry 4.0
standards.

Cost reduction, efficiency improvement measures and technologies

We are committed to cost reduction and efficiency improvements through a variety of strategic measures. Our
value engineering workshops are designed to focus on cost optimization and capability building. All our plants
operate under our “P3” (People, Performance, and Pride) operating system, which emphasizes standardization,
continuous improvement, and performance enhancement through people development. Our culture of continuous
improvement and kaizen initiatives, which are small and quick improvements carried out at shop floor with
involvement of all employees, along with a focus on material, manufacturing, and logistics cost optimization,
helps us remain competitive and engage all business functions.

We adhere to global benchmark practices in operations, investing in advanced equipment such as bending
machines, catalyst canning lines, and robotic assembly lines for Clean Air Solutions products and electroplating
lines and 15-axis robotic cells for Advanced Ride Technologies products. We also localize equipment to improve
cost structures while maintaining global manufacturing standards. Our logistics initiatives, including scan-to-ship,
which involves marking finished goods and packaged shipping containers with a 2D data-matrix, an advanced
version of a barcode system, for scanning at the end of the production line and in the dispatch section, to generate
a customer invoice to avoid duplication of material handling in dispatch and reduce shipping errors.

We also conduct Value Analysis and Value Engineering (“VAVE”) workshops to optimize material usage and
drive performance improvements through productivity initiatives and operating cost reduction measures.

The table below sets forth the technologies utilized in our manufacturing processes.

Particulars / Products Technologies Utilized in Key Manufacturing Processes


Clean Air & Powertrain Solutions
Clean Air Solutions Calibrated catalyst canning process; shell manufacturing; CNC pipe
bending and muffler manufacturing machines; and robotic assembly
welding cells.
Ignition Metal shell and central electrode automats; ceramic glazing furnaces;
assembly lines; and precious tip welding process.
Sealings High-end presses with precision dies and MLS gaskets laser welding.
Bearings Integrated manufacturing lines for bimetal bearing.
Advanced Ride Technologies
Advanced Ride Technologies Precision grinding and high-quality electroplating; robotic welding;
and high precision assembly line with Industry 4.0 standards.

Quality Assurance and Quality Control

Adherence to quality standards is critical to our operations, as any defect in our products or failure to comply with
our customers’ design specifications may lead to the cancellation of purchase orders and a loss of reputation. We
also believe in proactive quality assurance which starts at the design stage. We conduct Design Failure Mode and
Effect Analysis (“DFMEA”) and product validation through soft simulations and actual performance testing
before starting series production. We address potential product failure modes by conducting a DFMEA, where a
group of design, engineering and manufacturing experts brainstorm various ways the product can fail to help

307
ensure it is safely designed to address these potential failures and guarantee the designed product lifespan.
Similarly, we address potential manufacturing process failure modes by conducting Process Failure Mode and
Effect Analysis (“PFMEA”), where a cross-functional team ensures a robust design process that addresses key
product features verified in manufacturing processes through various inbuilt checks.

To maintain quality standards and comply with our customers’ design specifications, we implement a stringent
quality control mechanism. At each stage of the manufacturing process, components are examined by our
operators to ensure that no defects are passed on to the next stage. We conduct inspections at the end of the
production line to ensure that only high-quality parts are shipped to customers. Additionally, customer
representatives inspect our manufacturing facilities and processes. We also have a dedicated team of engineers
responsible for quality assurance. For further details, see “Risk Factors – Internal Risk Factors – We are subject
to strict performance requirements, including, but not limited to, the quality of our products and delivery
schedules, and failing to comply (including due to problems with our component suppliers) may lead to
cancellation of orders, product recalls, product liability claims, warranty claims, litigation and other disputes
and claims” on page 86.

Most of our manufacturing facilities have been certified for international standards of quality management
systems, such as IATF 16949 Quality certification, ISO 45001 for Occupational health and Safety Management
system and ISO 14001 certification for Environment Management System. These certifications ensure that
systems and processes are maintained, and that sound safety, quality manufacturing, and environmental standards
are in place.

Design, Engineering, Research and Development

We are an innovation-focused company with robust R&D capabilities that enhance our design and engineering
capabilities. Our ongoing design and R&D activities focus on developing innovative and customized systems and
solutions to meet our customers’ requirements as well as adapting global products for our Indian market. Our
R&D initiatives are driven by our technical team, often in close collaboration with our customers. Our design,
engineering, and R&D facilities play a crucial role in supporting our customers with rapid, customized
development and market-ready products. By leveraging Tenneco Group’s global R&D initiatives, we are able to
maintain low R&D expenses as a percentage of our revenue from operations. The cost of the R&D benefits, we
obtain from Tenneco Group including the rights to use brands and technical know-how, are included in the royalty
fees we pay.

As of June 30, 2025, we have 132 employees dedicated to our design, engineering and R&D department

Our R&D expenses and royalty expenses for the three months ended June 30, 2025 and 2024 and Fiscals 2025,
2024 and 2023, including as a percentage of our revenue from operations, are set forth in the table below.

For the three months ended June


For Fiscal
Particular 30,
2025 2024 2025 2024 2023
R&D expenses(1) (₹ millions) 23.10 23.29 66.86 113.24 93.44
Royalty expense(2) (₹ millions) 280.41 284.67 1,102.74 2,574.47 1,119.31
Total R&D expenses and 303.51 307.96 1,169.60 2,687.71 1,212.75
royalty expense (₹ millions)
R&D and royalty expenses 2.36% 2.42% 2.39% 4.92% 2.51%
as a percentage of revenue
from operations (%)
Note:
(1) R&D expenses comprises expenses related to engineering, research, and application development.
(2) Royalty expense comprises the rights to use brands and technical know-how.

We provide end-to-end design solutions, including tool and die manufacturing, engineering solutions, new system
and component design, enhancements to existing systems and components, benchmarking, design analysis and
simulation, rapid prototyping, testing and validation, lightweighting, process optimization and material
optimization. We use global tools such as CATIA V5, NX UG for basic design tasks, including the preparation
of engineering drawings and product layout designs in both 2D and 3D formats. Additionally, we employ
knowledge-based manufacturing and engineering tools and software to define product standardization based on
manufacturing feasibility analysis, thereby reducing the overall lead time for new product development.

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The diagram and table below describe our product development cycle and design and R&D process.

PPAP refers to production part approval process.

Our engineering activities utilize our product development tool “TEN Plus,” where we gather technical
requirements, conduct product feasibility reviews, perform DFMEA and a design validation plan (“DVP”), and
manage design releases in a global product data management tool.

As of June 30, 2025, we operated two R&D technical centers in India equipped to address global and local
customer needs. Our Clean Air Solutions R&D technical center at our Chakan I Facility conducts functional
simulations based on customer inputs or benchmark data, such as Computational Fluid Dynamics (“CFD”), and
engages in product testing through its four test cells. The technical center is equipped for hot shaker, bending
fatigue, weld fatigue, thermal shock, thermal cycle, and vibration testing, which are crucial for validating product
performance and durability. Post-test analysis capabilities include weld seam analysis and material composition
analysis. Our R&D technical center at our Hosur Facility, engages in prototyping, testing and validation to ensure
the performance, reliability and durability of our Advanced Ride Technologies products. In addition, we have
mobile labs at our Hosur Facility, which can be relocated near customer locations in India as needed. These mobile
labs allow us to fine-tune the ride and handling performance of vehicles directly on a test track.

As part of the Tenneco Group, we benefit from Tenneco LLC’s global R&D initiatives. We are well-connected
with other geographical units in the Tenneco Group and periodically share information on emerging trends and
changing customer preferences. This enables us to promptly identify evolving customer preferences and invest in
new products and technologies. We adapt and customize global technologies and features to meet local customer
needs, design preferences and performance requirements. We collaborate with Tenneco Group’s network of
engineering and technical centers, which as of December 31, 2024, includes 39 engineering and technical centers
worldwide (of which 12 centers support our Clean Air & Powertrain Solutions division and 10 centers support
our Advanced Ride Technologies division). These engineering technical centers have standardized test equipment
and procedures, which help us validate our designs and support our customers in bringing products to market
more quickly.

The following sets forth our R&D capabilities and achievements as at and for the periods/Fiscals indicated:

Particulars As of June 30, As of June 30, As of March As of March As of March 31,


2025 and for 2024 and for 31, 2025 and 31, 2024 and 2023 and for
the three the three for Fiscal 2025 for Fiscal 2024 Fiscal 2023
months ended months ended
June 30, 2025 June 30, 2024
Number of design, 132 127 145 140 149
engineering and R&D
employees
Number of new 21 33 114 75 78
projects developed by
our Company(1)
Number of new 17 16 95 66 78
projects brought into

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Particulars As of June 30, As of June 30, As of March As of March As of March 31,
2025 and for 2024 and for 31, 2025 and 31, 2024 and 2023 and for
the three the three for Fiscal 2025 for Fiscal 2024 Fiscal 2023
months ended months ended
June 30, 2025 June 30, 2024
production by our
Company
Notes:
(1) Includes projects that have been designed and planned but have not yet commenced production.

Clean Air & Powertrain Solutions: In 2014, we deployed SCR converter technology for BS4-compliant CVs in
India. We developed products suitable for stricter emission standards when BS6 was implemented in Fiscal 2020,
which required the use of LNT, SDPF, and DPF converter technologies and urea mixing elements combined with
SCR converters for NOx reduction, as well as gasoline particulate filters. With the introduction of real drive
emission standards under BS6.2 which required vehicles to meet emission standards for “on road” driving
conditions in Fiscal 2023, we launched a new generation SCRs for emission control during actual road driving
conditions. Currently, we are working on solutions for future emission standards, such as e-heaters and hydrogen
fuel-compliant systems.

Advanced Ride Technologies: We launched the multi-tune valve technology in India in Fiscal 2012, after which
it was validated and introduced to the market in other regions. We launched the design of the strut and shock in
the market in India in Fiscal 2015 using a piston rod and piston of smaller diameters while maintaining the same
performance level of ride quality, and the same design was used by Tenneco for production in Brazil. In Fiscal
2024, we brought to market an advanced hydraulic rebound system which is used in the Mahindra Thar Roxx,
before its commercialization in other regions by the Tenneco Group.

We are exploring the rollout of next-generation double tube construction valves in India, which enhance ride
comfort by providing better control of hydraulic rebound and compression, in calendar year 2025.

Images of our R&D technical centers and their facilities are set out below.

Clean Air Solutions: R&D technical center at Chakan I Facility

“NVH” refers to noise, vibration, and harshness

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Advanced Ride Technologies: R&D technical center at Hosur Facility

Raw Materials and Suppliers

We procure various raw materials and component parts for use in our manufacturing processes, including ferrous
and non-ferrous metals, non-metallic raw materials, stampings, castings and forgings. The principal raw materials
for our Clean Air & Powertrain Solutions division’s products include: (i) for Clean Air Solutions, stainless steel,
catalyst, stamping parts, raw tubes, insulating mats and sensor bosses; (ii) for ignition, metal shells, ceramic
insulators, central electrodes, and precious metal tips; (iii) for sealings, stainless steel, cold rolled close annealed
steel, rubber-coated steel, graphite rolls; and (iv) for bearings, ferrous and non-ferrous bi-metal strips. The
principal raw materials for our Advanced Ride Technologies products include steel tubes and rods, stamping parts,
springs, and hydraulic oil.

We source the majority of materials and components from suppliers based in India. However, we also import raw
materials and components from several countries including Germany, Spain, USA, Macedonia, Belgium, China,
France, Japan, South Korea, and Mexico. For our raw materials and components, we issue purchase orders that
set out the general terms and specify the pricing, delivery schedule and delivery details. Accordingly, we do not
enter into long-term pricing agreements. For additional information, see “Risk Factors—Internal Risk Factors—
Our operations and profitability are substantially dependent on the availability and cost of raw materials,
including steel and components such as pressed parts, electrodes and bimetal strips. In the three months ended
June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, cost of materials consumed accounted for 64.42%,
66.69%, 65.05%, 70.15% and 70.37% of our revenue from operations, and any volatility in the prices of these
materials may adversely impact our business, results of operations and financial condition.” beginning on page
65. For the breakdown of our cost of materials consumed including and excluding substrates from domestic and
imported sources for the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, see “–Our
Competitive Strengths–Flexible and automated manufacturing footprint of 12 strategically located plants well-
supported by a localized supply chain” on page 281.

The largest component of our cost of raw materials is steel. We utilize Tenneco Group’s global purchasing
leverage to source steel from domestic and international suppliers through various contractual agreements. We
maintain a diversified supplier base to reduce supplier concentration risk. We address price increases by evaluating
alternative materials and processes, reviewing material substitution opportunities, increasing component sourcing
from cost-effective countries and locally, strategically pursuing domestic global purchasing strategies for specific
commodities and negotiating with our customers to allow us to recover these higher costs from them.

We have long-standing relationships with certain of our suppliers and rely on general purchase agreements that
set out the general terms and are supplemented by purchase orders setting out the pricing, scheduling and delivery
details. We generally set our purchases in line with the terms and prices that are agreed with our customers. Under
certain of the purchase orders and general purchase agreements, we have the right to inspect all materials that are
provided to us. While suppliers typically handle the delivery of raw materials to us, we may opt to collect them
ourselves when it is cost-effective to optimize transportation costs and manage our plant inventory.

We have a rigorous supplier evaluation, selection and quality control process to ensure that we partner with
suppliers who can comply with our quality standards, delivery schedules and other contractual obligations. We

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require all our suppliers to be IATF-certified and select suppliers based on the adequacy of their organizational
structure, technical capabilities, production capacities, and our packaging requirements.

The table below sets forth our costs to purchase raw materials (including commodities and components) including
cost of substrates attributable to our top, top 5 and top 10 suppliers for the periods/Fiscals stated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Particulars % of raw % of raw % of raw % of raw % of raw
Amount Amount Amount Amount Amount
material material material material material
(₹ (₹ (₹ (₹ (₹
purchase purchase purchase purchase purchase
millions) millions) millions) millions) millions)
s (net) s (net) s (net) s (net) s (net)
Purchase of raw 455.37 5.43% 489.39 5.98% 1,516.92 4.84% 4,551.18 12.01% 5,492.94 15.88%
material attributable to
our top supplier
Purchase of raw 1,715.22 20.47% 1,682.85 20.56% 5,882.42 18.78% 11,557.43 30.51% 11,080.47 32.02%
material attributable to
our top five suppliers
Purchase of raw 2,642.47 31.54% 2,555.19 31.22% 9,452.77 30.18% 14,969.96 39.52% 14,695.46 42.47%
material attributable to
our top ten suppliers

The table below sets forth our costs to purchase raw materials (including commodities and components) excluding
the cost of substrates attributable to our top, top 5 and top 10 suppliers for the periods/Fiscals stated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
% of raw % of raw % of raw % of raw % of raw
material material material material material
Particulars purchases purchases purchases purchases purchases
Amount Amount Amount Amount Amount
(net) (net) (net) (net) (net)
(₹ (₹ (₹ (₹ (₹
excluding excluding excluding excluding excluding
millions) millions) millions) millions) millions)
purchase purchase purchase purchase purchase
of of of of of
substrates substrates substrates substrates substrates
Purchase of raw material 382.16 5.40% 346.51 5.29% 1,477.08 5.62% 1,210.50 4.62% 1,015.27 4.08%
excluding purchase of
substrates attributable to
our top supplier
Purchase of raw material 1,199.44 16.96% 1,138.78 17.38% 4,694.71 17.86% 4,237.84 16.17% 4,292.73 17.25%
excluding purchase of
substrates attributable to
our top five suppliers
Purchase of raw material 1,975.80 27.94% 1,792.77 27.36% 7,507.21 28.57% 6,953.01 26.52% 7,211.92 28.99%
excluding purchase of
substrates attributable to
our top ten suppliers

See also “Risk Factors – Internal Risk Factors –Our operations and profitability are substantially dependent
on the availability and cost of raw materials, including steel and components such as pressed parts, electrodes
and bimetal strips. In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, cost
of materials consumed accounted for 64.42%, 66.69%, 65.05%, 70.15% and 70.37% of our revenue from
operations, and any volatility in the prices of these materials may adversely impact our business, results of
operations and financial condition.” on page 65 and “–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 and 2024 and Fiscals 2025, 2024 and 2023 our purchases of raw materials from
our top ten suppliers for the respective periods/Fiscals contributed to 31.54%, 31.22%, 30.18%, 39.52%, and
42.47% of our raw material purchases (net), respectively. For certain of our components such as pressed parts,
electrodes and bimetal strips, we are dependent on a single supplier. Interruptions in the supply of raw
materials and components could adversely affect our ability to manufacture our products, execute our projects
and consequently our business and results.” on page 76.

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Utilities

Power and fuel

Our manufacturing processes require a constant and uninterrupted voltage supply to ensure that the products are
of high quality, while also enhancing the productivity and lifetime of our machines and equipment. We use a
substantial amount of electricity, diesel and piped natural gas for our operations. We source most of our electricity
requirements from state electricity boards and use diesel generating sets as backup in case of state electricity
failure. We have also entered into long-term power purchase agreements with third parties (including renewable
power distribution companies), typically for a term of three years, at our Chennai and Hosur plants. Similarly, our
diesel and piped natural gas needs are also met domestically through natural gas distribution companies and
through dealers located around our facilities.

The table below sets forth our power and fuel costs, including as a percentage of revenue from operations for the
periods/Fiscals stated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Particulars % 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
Power and 125.50 0.98% 123.02 0.97% 484.22 0.99% 457.45 0.84% 428.97 0.89%
fuel
Revenue 12,856.21 100.00% 12,707.72 100.00% 48,904.30 100.00% 54,676.12 100.00% 48,273.68 100.00%
from
operations

Water

Our manufacturing processes require water consumption although they are not water intensive. The requirement
for water is primarily met through local utility companies or local government entities. We undertake water
conservation measures on an ongoing basis and reuse water to reduce wastage. We have sewage treatment
facilities in each plant and reuse treated water.

Storage and Transportation

Storage

As of June 30, 2025, we leased 12 warehouses in India, comprising three warehouses for the Clean Air Solutions
business located in Bhopal (Madhya Pradesh), Anantapur (Andhra Pradesh), and Pithampur (Madhya Pradesh),
three warehouses for the Advanced Ride Technologies business (one located in Chennai (Tamil Nadu), and two
in Hosur (Tamil Nadu)), four warehouses for ignition products located in Chennai (Tamil Nadu), Haridwar
(Uttarakhand), Halol (Gujarat), and Anantapur (Andhra Pradesh), and two for bearing products located in Pune
(Maharashtra) and Chennai (Tamil Nadu). The warehouses are strategically located close to our key customers
and serve as our delivery points, helping our customers manage their requirements efficiently. These warehouses
are owned by third parties and our storage space can be flexibly increased depending on our requirements. For the
sealings and bearings products, we store our finished products at our manufacturing facilities and do not own or
lease separate warehouses.

Transportation

As our manufacturing facilities are located in key automotive OEM hubs such as Maharashtra, Tamil Nadu,
National Capital Region (NCR) and Gujarat (Source: CRISIL Report), close to our customers in India, our
customers typically manage their own delivery transportation and directly pick up the finished products from our
manufacturing facilities or warehouses. In some cases, we ship finished goods to our customers by road, air, or
rail within their delivery schedules, and the associated transportation costs are generally included in the purchase
price. We engage third-party logistics providers for our transportation needs and typically enter into agreements
with them for a period of one year. Under these agreements, we are required to specify the number of trucks
needed for the delivery of any consignment, and either we or the third-party logistics provider obtain transit
insurance for goods entrusted to the third-party logistics provider for door-to-door deliveries to customers.

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For our overseas customers, we utilize a variety of transportation arrangements, and the purchase orders outline
the terms related to transportation. We generally export our products through sea shipments and, in exceptional
circumstances, by air to ensure that customer production lines operate without interruption.

Sales and Marketing

As of June 30, 2025, we have 24 full-time employees dedicated to sales and marketing. Our sales and marketing
team focuses on developing customer relationships, acquiring new development and manufacturing contracts,
identifying new customers, generating business opportunities, and tracking customer receivables. The team
consists of professionals such as skilled engineers, key account managers and program managers, organized by
customer and product type. Our sales and marketing team provides the appropriate mix of operational, technical
and commercial expertise needed to interface successfully with the OEMs. Moreover, we conduct and/or
participate in brand and sales and marketing activities, such as tech shows and exhibitions at major automotive or
non-automotive expositions, both on our own as well as well as jointly with other entities in the Tenneco Group.

Our “capture process” for winning new business/accounts involves working closely with the OEM engineering
and purchasing teams. Bidding on OEM platforms typically requires several months of engineering and business
development activities. Throughout the process, our sales team, program managers and product engineers assist
the OEM customer in defining the project’s technical and business requirements. A standard part of the process
includes our engineering and sales personnel working with customers’ integrated product teams and assisting
them with developing component/system specifications and test procedures. Given that the OEM business
involves long-term production contracts awarded on a platform-by-platform basis, our strategy is to leverage our
engineering expertise and long-standing customer relationships to target and win new business and increase
operating margins.

We have key account managers who serve as the single point of contact for one or more customers, handling all
business-related discussions and information. They are responsible for managing existing business relationships
and identifying and securing new business opportunities across one or more of our product lines.

Human Resources

As of June 30, 2025, we had 2,017 full-time employees, 512 of whom were members of labour unions. We have
entered into labor union agreements involving, among others, revised wage structures, ex-gratia payments,
attendance bonuses and the provision or enhancement of insurance policies.

The following table sets forth the number of our full-time employees by segment and function as at the dates
indicated:

As of June 30, 2025 As of June 30, 2024 As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Function
Full-time Full-time Full-time Full-time Full-time
(%) (%) (%) (%) (%)
Employees Employees Employees Employees Employees
Manufacturing 1,639 81.26% 1,608 81.87% 1,577 79.17% 1,576 80.29% 1,573 79.01%
Finance, IT 93 4.61% 92 4.68% 93 4.67% 88 4.48% 83 4.17%
and legal
Sales and 24 1.19% 22 1.12% 22 1.10% 23 1.17% 37 1.86%
Marketing
Corporate and 76 3.77% 74 3.77% 105 5.27% 97 4.94% 103 5.17%
Support
Functions
Design, 132 6.54% 127 6.47% 145 7.28% 140 7.13% 149 7.48%
engineering
and R&D
Human 53 2.63% 41 2.09% 50 2.51% 39 1.99% 46 2.31%
resources
Total 2,017 100.00% 1964 100.00% 1,992 100.00% 1,963 100.00% 1,991 100.00%

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The table below provides our full-time employee attrition rates for the periods/Fiscals indicated.

For the three For the three


Particulars months ended months ended For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
June 30, 2025 June 30, 2024
Employee 19.16% 10.80% 10.97% 11.73% 13.01%
– Attrition
Rate (1)
Note:
(1) Calculated as the number of full-time employees who left our Company during the period/Fiscal divided by the average number of full-
time employees during the period/Fiscal. The average number of full-time employees is computed as the average of the number of
employees at the beginning and end of the period/year.

We are focused on developing the expertise, skill sets and know-how of our employees. Our personnel policies
are aimed at recruiting talented individuals and promoting the development of their skills, including through in-
house as well as external training programs. Our training encompasses safety protocols, quality problem-solving,
manufacturing efficiency, program management, leadership development, and promoting diversity, inclusion, and
equity.

Environment, Health and Safety

Environment, Health and Safety (“EHS”) is one of our core values. We strive to conduct all operations in a manner
that causes zero harm to people and the environment and to comply with laws and regulations concerning the
protection of health, employee safety and the environment.

Our employee health and safety policy is designed to promote workplace well-being and minimize the risk of
accidents at our facilities. We adhere to Tenneco Group’s “EHS Cardinal Rules” which address critical areas such
as machine safety, electrical safety, hazardous material management, material handling, and the safe operation of
powered industrial vehicles. These rules set clear expectations for associates, visitors, and contractors at our
locations and must be followed in accordance with related EHS procedures and specifications. Violations can
result in disciplinary action, including termination. Safety performance is a key factor for facility certification
under our “P3” operating system.

Occupational Health and Safety

The health and safety of our workforce is a top priority for our organization. We have adopted a policy framework,
compliance assessment, risk mitigation, and training programs to ensure that our safety standards are being met.
Our collective action toward cultivating a safety culture is led by our EHS leaders who oversee the execution of
our EHS policy and management systems. The policy is regularly reviewed and emphasizes our dedication to
providing safe work environments as part of our efforts to achieve operational excellence. Our management
systems are built upon the ISO 45001 standard. As of June 30, 2025, 9 of our manufacturing facilities were
certified to the ISO 45001 framework.

All of our employees undergo safety training before starting operations on the shop floor, learning about machine
safe operations, setup processes, and the lockout/tagout process for setups or maintenance. Use of personal
protective equipment such as safety goggles, safety shoes, among others, is mandatory. Operators must perform
safety checks on machines to ensure all safety functions are operational before starting them. All our plants
conduct regular safety drills to prepare for emergency situations. Layered audits by the management team ensure
adherence to safe practices.

We strive for zero work-related injuries and illnesses by encouraging active reporting and executing our injury
prevention rules and programs. We encourage employees to report unsafe conditions or suggest safety
improvements, and we prioritize addressing them. We recognize safety improvements through our reward and
recognition (“R&R”) program. At each of our locations, we require all safety incidents, including near-miss
events, to be promptly reported to ensure that concrete actions are taken to prevent recurrence. We invest in
thorough safety training programs for our team members to contribute to a safe workplace, prevent injuries, and
maintain compliance with our safety standards. We implement regular employee safety audits, management
review meetings, and periodic employee safety meetings, and conduct periodic emergency mock drills in our
plants.

During the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, we had incidents of two, two, one
and three injuries respectively, and no fatalities

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See also “Risk Factors – Internal Risk Factors – We regularly work with hazardous materials, and heavy
machinery at our manufacturing facilities and activities in our operations can be dangerous, which could
cause injuries to people or damage property.” on page 111.

Environment

We recognize our responsibility to actively address climate change and continuously assess and manage climate-
related risks and opportunities within our business and value chain. We are focused on limiting greenhouse gas
(“GHG”) emissions at our sites and contributing to sector-wide climate actions. Some of these initiatives include:

• In our Clean Air Solutions business, we have installed a 990 kWp captive solar system in our Chakan I
plant. Additionally, our Chennai plant has a green power purchasing agreement. We minimize single-
use packaging by utilizing reusable trolleys and packaging.

• At our Hosur Advanced Ride Technologies plant, we have a green power purchase agreement and have
installed a heat recovery system for compressors, which eliminates the need for electrical heaters and
reduces power consumption.

• We have implemented power-saving initiatives at several manufacturing facilities, such as using roof top
solar plants and high-volume low speed fans on shop floors.

We adhere to strict processes of handling and disposal of hazardous waste, with regular monitoring. Our facilities
maintain sewage treatment plants and effluent treatment plants, using treated water for internal purposes to reduce
freshwater demand. Initiatives such as waterless urinals using biodegradable liquids have significantly reduced
water demand in some plants. We also support tree plantation drives at multiple locations.

We have established processes to eliminate or streamline waste streams and improve resource recovery efforts
across our business groups to mitigate the risks of pollution, landfill runoff, and other negative impacts from waste
disposal. Waste management, especially the handling of hazardous waste, is incorporated into our environmental
health and safety strategies. In Fiscal 2025, we initiated and implemented multiple projects to advance our waste
management efforts, such as using reusable packaging for deliveries to our customers, eliminating corrugated
boxes, employ returnable packing for components from suppliers and reuse wooden pallets.

As of June 30, 2025, 10 of our manufacturing facilities were certified to the ISO 14001 standard. These
frameworks provide guidance to improve our environmental performance and validate our approach through
certifications.

We have obtained, or are in the process of renewing, all material environmental consents and licenses required by
our manufacturing facilities from the relevant governmental agencies that are necessary for us to carry on our
business. Our activities are subject to the environmental laws and regulations of India, which govern, among other
things, air emissions, wastewater discharge, and handling, storage and disposal of hazardous substances and
wastes.

Intellectual Property

We rely on a combination of intellectual property laws, confidentiality procedures and contractual provisions to
protect our intellectual property. As of the date of this Red Herring Prospectus, we had nine registered designs
under the Designs Act, 2000 and one] patent registered under the Patents Act, 1970 in India. For further details,
see “Risk Factors – Internal Risk Factors – Our inability to protect or use our intellectual property rights and
our failure to keep our technical knowledge confidential may adversely affect our business” on page 109.

License Agreement with Tenneco Holdings LLC

Pursuant to the License Agreement, Tenneco Holdings LLC (“Licensor”) has granted our Company and
Subsidiaries (together, the “Licensees”) a non-exclusive, non-transferable right and license to use certain
intellectual property rights, including the Monroe Trademarks, Champion Trademarks and Tenneco
Trademarks(each as defined in the License Agreement), as applicable to each of the Licensees and other
intellectual property related to the design, development, manufacture, and use of Advanced Suspension
Technology Products, Bearings Products, Clean Air Products, Ignition Products, and Sealings Products (each as
defined in the License Agreement), as applicable to each of the Licensees, provided that the Licensee’s Business
(as defined under the License Agreement) and all goods and services offered and sold in connection with the
Licensee’s Business complies with the quality standards laid down in the License Agreement and as approved by

316
the Licensor from time to time. The license covers the use of such intellectual property rights within India and
any other territory that may be designated by written agreement between the parties to the License Agreement.
Under the terms of the License Agreement, all Licensees, viz. our Company and each of our Subsidiaries, other
than Federal-Mogul Bearings India Limited (“FMBIL”), are required to pay the Licensor a royalty equal to 2.50%
of the gross revenue of such Licensees. FMBIL is required to pay the Licensor a royalty equal to 2.00% of its
gross revenue. The royalty is calculated on gross revenue, i.e., total revenue of any kind including license or sub-
license fees paid to the respective Licensee, but excluding certain items such as sales discounts, returned sales
prices, shipment insurance premiums, transportation, sales commissions, sales tax, import duties, and the price of
the licensed products sold to the Licensor or any of its affiliates, as further detailed in the agreement.

The License Agreement is effective since April 1, 2024, and will continue to be effective until terminated in
accordance with the terms included therein, provided that the Licensor may not terminate the License Agreement
prior to January 1, 2031. However, the Licensor may terminate the License Agreement (a) immediately if the
Licensees cease to be affiliates of the Licensor; or (b) on 30 days’ written notice if the Licensees (i) materially
breach the License Agreement and fail to cure such breach within 30 days, or (ii) go into liquidation. Further, the
Licensor may immediately terminate the license granted to Tenneco Automotive India Private Limited in relation
to the Monroe Trademarks in the event Tenneco Automotive India Private Limited ceases to be an affiliate of
Federal-Mogul Motorparts LLC. For further details, see “Risk Factors – Internal Risk Factors – 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, could have an adverse impact on our
business, reputation, financial condition, and results of operations.” on page 60 and “History and Certain
Corporate Matters – Summary of Key Agreements” on page 337.

IP and Network Services Agreement

Pursuant to the IP and Network Services Agreement, the Licensor has granted our Company and Subsidiaries a
non-exclusive, non-transferable and non-sublicensable right and license to use certain intangible property and
know-how related to Licensor’s P3 Operating System (the “Intangible Property”), together with access to a
bundle of associated network elements and services (the “Network Elements”), in India in connection with the
Licensees’ business, subject to compliance with Licensor’s quality standards and any pre-existing third-party
rights. The Network Elements include know-how, copyrights (including software other than product-related
software), trade secrets, domain names, database rights, Intangible Property, operating standards under the P3
Operating System model (including work process guidelines, key performance indicators and related tools),
operational transformation initiatives, and administrative and operational support and advice related to IT, finance
(including tax, treasury and insurance), legal, environment, social and governance, human resources,
communications, environment, health and safety, marketing and sales, executive and general management, global
supply chain, purchasing, mergers and acquisitions, lean enterprise, customer service, quality, program/project
management, real estate & facilities, commercial operations and other agreed services.

As consideration for the rights and services, each Licensee is required to pay a fee equal to a percentage of such
Licensee’s net sales (as defined in the IP and Network Services Agreement) for the calendar year, determined on
an arm’s length basis, subject to a maximum of 0.5% of the net sales, unless otherwise agreed in writing by the
Licensee.

The IP and Network Services Agreement is effective from April 1, 2025 for a one-year term and automatically
renews for successive one-year terms. Licensor or any Licensee may terminate for any reason, or for no reason,
on 180 days’ written notice (a Licensee termination is effective only for such terminating Licensee). As between
Licensor and any Licensee, if either party fails to perform any of its obligations and fails to cure such default
within 30 days after receipt of notice from the other party, the party giving notice may terminate the IP and
Network Services Agreement immediately upon giving notice to the other party, and the IP and Network Services
Agreement shall automatically terminate with respect to any Licensee that ceases to be an affiliate of Tenneco
LLC. Upon termination or expiry, the terminating Licensee must cease all use of the intangible property within
90 days. Licensor retains exclusive ownership of all Intangible Property and may sell, convey or transfer such
Intangible Property, in which case the IP and Network Services Agreement shall become null and void with
respect to the sold, conveyed or transferred Intangible Property. The IP and Network Services Agreement prohibits
assignment and sublicensing by Licensees, is governed by Michigan law, and provides that rights are limited to
India.

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Properties

Our Registered Office is located at RNS2, Nissan Supplier Park SIPCOT Industrial Park Oragadam Industrial
Corridor Sriperumbudur Taluk, Kancheepuram District – 602 105, Tamil Nadu, India and our Corporate Office
is located at 10th Floor, Tower B, Paras Twin Towers, Sector-54, Golf Course Road, Gurugram – 122 002,
Haryana, India.

The details of our owned and leased properties are set forth in the table below:

Period of Lease Lease Related


lease amount amount party
paid paid lessor
for for
Fiscal three
Name of Nature/Purpose Name of the 2025 months
Address
the Entity of the property Lessor(4) (in ₹ ended
million) June
30,
2025
(in ₹
million)
1 Tenneco Registered RNS2, Renault State 99 years 0.00(1) 0.00(1) No
Clean Air Office and & Nissan Industries commencing
India Chennai Facility Supplier Park, Promotion on October
Limited SIPCOT Corporation 17, 2008
Industrial Park, of Tamil
Oragadam Nadu
Industrial Limited
Corridor, (SIPCOT)
Sriperumbudur
Taluk
Kancheepuram –
602 105, Tamil
Nadu, India
Corporate Paras Twins Federal - 11 months 4.50(2) 1.90 Yes(2)
Office Towers, 10th Mogul commencing
floor Tower-B, Goetze on August 1,
Village – (India) 2024
Haiderpur Viran, Limited (renewed
Sector-54, with effect
Gurgaon – 122 from July 1,
002, Haryana, 2025)
India,
Pithampur Plot No 81, M.P. 99 years 0.00(1) 0.00 No
Facility Smart Industrial Industrial commencing
Park, Near Development on January
Natrip, Corporation 16, 2019
Pithampur – 454 Limited
774, Madhya
Pradesh, India
Chakan II Gat No. 278/1/A Regal 7 years 14.44 3.68 No
Facility Village-Nighoje, Leasers and commencing
Khed Taluka, Infra on June 15,
Pune – 410 501, Developers 2023
Maharashtra,
India
Chakan I G6, Chakan Maharashtra 95 years 0.00(1) 0.00 No
Facility Industrial Area, Industrial commencing
Phase - III, Development on
MIDC, Kuruli, Corporation December
Khed taluka, 19, 2008
Pune - 410 501,
Maharashtra
India
2 Federal- Bhiwadi Facility SP-812/B-1&2 Rajasthan 99 years 0.00(1) 0.00 No
Mogul RIICO Industrial State commencing

318
Period of Lease Lease Related
lease amount amount party
paid paid lessor
for for
Fiscal three
Name of Nature/Purpose Name of the 2025 months
Address
the Entity of the property Lessor(4) (in ₹ ended
million) June
30,
2025
(in ₹
million)
Ignition Area, Phase III, Industrial on
Products Bhiwadi – 301 Development September
India 019, Rajasthan, and 27, 1977
Limited India Investment
Corporation
Ltd.
3 Federal- Parwanoo Plot No.3, 4 and Secretary 95 years 0.00(1) 0.00 No
Mogul Facility 5, Sector-II, cum-Chief commencing
Bearings Parwanoo, Engineer, HP on April 17,
India Tehsil Kasaull, Housing 1978
Limited Solan – 173 220, Board
Himachal
Pradesh, India
4 Federal- Chakan Sealings 152/223, Owned NA NA NA NA
Mogul Facility Mahalunge
Sealings village, Chakan,
India Talegaon, Road,
Limited Khed Taluka,
Pune – 410 501,
Maharashtra,
India
5 Tenneco Hosur Facility 122, SIPCOT State 99 years 0.00(1) 0.00 No
Automotive Industrial Industries commencing
India Complex, Phase- Promotion on February
Private I, Corporation 15, 1978
Limited Hosur – 635 126, of Tamil
Tamil Nadu, Nadu Ltd.
India
Puducherry Plot No. B-80-84 Pondicherry 72 years 0.00(1) 0.00 No
Facility and B-91-95, Industrial commencing
12th cross, 3rd Promotion on February
Main Road, Development 13, 2011
PIPDIC and
Industrial Estate, Investment
Mettupalayam – Corporation
605 009, Limited
Puducherry,
India.
Chakan ART Gat No. 864 & Ramdas 5 years 6.38 1.65 No
Facility 865, Village Baban commencing
Nighoje, Yelwande on
Khed Taluka, and others. September
Pune – 410 501, 30, 2022
Maharashtra,
India
Sanand Facility Plot no AV- 35 Gujarat 99 years 0.00(1) 0.00 No
Sanand- II Industrial commencing
Industrial Estate, Development on
Ahmedabad – Corporation November
382 170, 14, 2017
Gujarat, India
Bawal Facility Plot no. 321, Haryana NA(3) NA(3) NA(3) NA
sector -3, Phase- State
II, Growth Industrial

319
Period of Lease Lease Related
lease amount amount party
paid paid lessor
for for
Fiscal three
Name of Nature/Purpose Name of the 2025 months
Address
the Entity of the property Lessor(4) (in ₹ ended
million) June
30,
2025
(in ₹
million)
Centre, HSIIDC, and
Bawal – 123 Infrastructure
501, Rewari, Development
Corporation
Ltd.
Note:
(1)
These premises have been leased from state-owned industrial development corporations and are held on a long-term basis. Accordingly,
a one-time payment has been made in relation to the lease payments for such premises which has been capitalized as a Right-of-Use
(ROU) asset in the financial statements of the Company or its Subsidiaries, as applicable, and is being amortized over the lease term. In
instances where the lease amount is paid, the amount is negligible and has been reflected as Nil.
(2)
Federal - Mogul Goetze (India) Limited is a Group Company and a member of our Promoter Group. The above transaction is on an arms
length basis.
(3)
For details, see “Risk Factors- Internal Risk Factors -Our Registered Office, Corporate Office and manufacturing facilities (except
for the Chakan Sealings Facility), warehouses and R&D centers are located on leased land. If we are unable to renew or extend such
leases, our business operations may be adversely affected. Further, land title in India can be uncertain and we may not be able to
identify or correct defects or irregularities in title to certain land which we own.” on page 79.
(4)
The lease deed for each of the abovementioned leased premises is adequately stamped/registered, as may be applicable at the relevant
time.

In addition, as of June 30, 2025, we leased 12 warehouses in India, comprising three warehouses for the Clean
Air Solutions business located in Bhopal (Madhya Pradesh), Anantapur (Andhra Pradesh), and Pithampur
(Madhya Pradesh), three warehouses for the Advanced Ride Technologies business (one located in Chennai
(Tamil Nadu), and two in Hosur (Tamil Nadu)), four warehouses for ignition products located in Chennai (Tamil
Nadu), Haridwar (Uttarakhand), Halol (Gujarat), and Anantapur (Andhra Pradesh), and two for bearing products
located in Pune (Maharashtra) and Chennai (Tamil Nadu). For further details of our lease agreements, see “Risk
Factors – Internal Risk Factors – Our Registered Office, Corporate Office and manufacturing facilities (except
for the Chakan Sealings Facility) and R&D centers are located on leased land. If we are unable to renew or
extend such leases, our business operations may be adversely affected. Further, land title in India can be
uncertain and we may not be able to identify or correct defects or irregularities in title to certain land which
we own.” on page 79.

Competition

We face competition from competitors both domestically and internationally, in relation to specific business lines
and sectors. The key factors of competition may also include quality, cost, delivery, technical capability, level of
vertical or horizontal integration, and quality of management. Consequently, we compete with different companies
under each of our business categories. The following table indicates our key competitors in the domestic market
for our key business lines:

Business Lines Key Competitors


Clean Air Solutions Sharda Motors, SM Auto and Cummins Emission Solutions
Ignition Bosch, Niterra India PVT LTD. (formerly known as NGK) and Denso India PVT
LTD
Bearings and sealings Daido, Bimetal Bearings Ltd, Taiho Kogyo Co. Ltd., Talbros (Talbros
Automotive Components Ltd and Talbros Engineering Ltd) and Elring Klinger
Advanced Ride Technologies Gabriel India Limited
(Source: CRISIL Report)

For further details on our competitors and details of certain of our financial and operational metrics as compared
with our peers, see, “Industry Overview” beginning on page 195.

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Information Technology, Data Protection and Privacy

We utilize third-party business software and solutions to support our operations. Additionally, we have
implemented office automation and security systems at our manufacturing facilities and offices throughout India.
We make efforts to consistently update our systems, to ensure efficiency and business continuity. We use SAP as
an enterprise resource planning software across all plants.

Data collected during our operations, including customer data, is handled in accordance with our data security and
data privacy policies. We employ various technical and organizational security measures to protect our systems,
products, and data. For instance, we use security firms to protect us from cyber-attacks, internal firewall devices
for network protection, and multifactor authentication to prevent unauthorised access. Our devices are regularly
updated with mandatory IT system updates, USB ports are disabled, and BitLocker is enabled to prevent data loss
or breaches in our plants. We utilize VPN for private access to our intranet. Additionally, we have an access
control system in place for our server and computer rooms to ensure physical security. Our data protection and
security policies and procedures are established and implemented to manage data security and privacy, with
regular reviews by our team to assess performance and update policies and processes for business transactions.
For more details on risks related to cybersecurity or privacy breaches, please see “Risk Factors – Internal Risk
Factors – Failure or disruption of our Information Technology (“IT”) systems may adversely affect our
business, financial condition, results of operations and prospects.” on page 113.

Insurance

We maintain insurance policies that we believe are customary for companies operating in our industry. These
include policies in relation to machinery, commercial liability, fire, employee compensation, public offering of
securities, reimbursement policy for directors, company and officers, and vehicles among others. Our policies are
subject to customary exclusions and deductibles, including with respect to the maximum amount that can be
claimed based on the coverage limits. While we believe that the level of insurance we maintain would be adequate
to cover the normal risks associated with the operation of our business, we do not have insurance policies to cover
all possible events. Set forth below are certain details with respect to our insurance claims in the three months
ended June 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023.

For the three months ended June


Particulars For Fiscal For Fiscal For Fiscal
30,
(Amount in ₹ millions) 2025 2024 2023*
2025** 2024
Claims lodged (A) 72.01 Nil 1.81 0.53 5.19
Less: Claims under process 57.01 Nil Nil Nil Nil
(B)
Net claims lodged (C = A- 15.00 Nil 1.81 0.53 5.19
B)
Amount received pursuant 15.00 Nil 1.81 0.53 3.67
to claims
*In Fiscal 2023, our Company submitted an insurance claim of ₹5.12 million to cover the value of goods in a shipment that was involved in
a transit accident. The insurance company reimbursed the value of the fully damaged goods and we sold the remaining goods as regular sales
or as scrap. Consequently, we did not incur any loss with respect to such claims.
**In Fiscal 2025, a fire at the Parwanoo Facility of our Subsidiary FMBIL affected the electroplating facility and disrupted operations for
several days. We filed an insurance claim in May 2025 for ₹40.00 million for machinery loss and ₹32.01 million for business disruption losses.
In May 2025, we received an insurance payment of ₹15.00 million towards the total insurance claim of ₹40.00 million for machinery loss.
The remaining balance of ₹25.00 million under the ₹40.00 million claim for machinery loss and the ₹32.01 million claim for business
disruption losses remain under processing by the insurance company.

While our insurance claims have not exceeded our insurance coverage and we have not recognized any losses in
the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023 due to the partial or full rejection of our
claims by our insurers, we cannot guarantee that our future claims will continue to be covered or accepted in full.
Also, see “Risk Factors – Internal Risk Factors – Our insurance coverage may not be adequate to protect us
against all potential losses, which may have an adverse effect on our results of operations, cash flows and
financial condition.” on page 94.

Corporate Social Responsibility

We have adopted a corporate social responsibility (“CSR”) policy in compliance with the requirements of the
Companies Act, 2013 and the rules thereunder. Our CSR programs are monitored by the CSR Committee of our
Board and is responsible for recommending the amount of expenditure to be incurred on CSR activities and
monitoring our CSR policy from time to time. Our CSR programs focus on sustainable development with an

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emphasis on key social welfare activities such as promoting rural enterprise and skill development, advancing
environmental preservation, engaging in community development, supporting vocational and higher education for
marginalized groups, and promoting gender equality and empowering women.

In Fiscal 2025, we actively engaged in the following CSR activities: (i) conducting health awareness programs
for women; (ii) conducting medical health camps in villages near the Pithampur Facility and Chakan Facility,
benefiting around 500 people; (iii) conducting vaccination drives in schools in villages near our manufacturing
facility; and (iv) organizing a tree plantation drive, planting around 4,000 trees in collaboration with the forest
department.

Details about the Tenneco Group

Tenneco Group is a U.S. headquartered key global Tier-I automotive component supplier (Source: CRISIL
Report). With its long operating history, Tenneco Group has over 100 customers and over 30 premium brands.
Tenneco LLC’s management is committed to serving the Indian market across all key vehicle segments and
powertrain options and will continue to support the aftermarket. As of December 31, 2024, Tenneco Group:
operated in 28 countries, had 180 manufacturing plants and 39 R&D and technical centers and had approximately
59,400 employees. Tenneco Group generated US$16,777 million in revenue for the year ended December 31,
2024.

Tenneco Group operates across five segments: Clean Air, Powertrain, Ignition, Performance Solutions, and DRiV
(the aftermarket business). Tenneco Group’s key worldwide brands include Champion, Goetze, Deva, Glycodur,
Monroe, MOOG, Wagner, Fel-Pro, Walker, BentleyHarris, Daros and Clevite.

Tenneco Group’s awards include: Cummins’ Best Supplier Award (2024), GM Supplier of the Year Award
(2024), Ethisphere’s World’s Most Ethical Companies (2023), EcoVadis’ Sustainability Ratings – Gold (2023).

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KEY REGULATIONS AND POLICIES IN INDIA

The following is a brief overview of key sector specific laws and regulations in India which are applicable to our
business and operations. The information in this section has been obtained from legislations, including rules,
regulations, guidelines and circulars promulgated and issued by regulatory bodies that are available in the public
domain. The statements below are based on the current provisions of Indian law, which are subject to change or
modification by subsequent legislative actions, regulatory, administrative or judicial decisions. The description
of laws and regulations set out below may not be exhaustive and are only intended to provide general information
to the investors and are neither designed nor intended to substitute for professional legal advice. For details of
the government approvals obtained by our Company, see “Government and Other Approvals” beginning on
page 541.

Key legislations applicable to our business

The Explosives Act, 1884 and the Explosives Rules, 2008

The Explosives Act, 1884 (“Explosives Act”) is a comprehensive law which regulates by licensing the
manufacturing, possession, sale, transportation, export and import of explosives. Under the Explosives Act,
“explosive” means inter alia any substance, whether a single chemical compound or a mixture of substances,
whether solid or liquid or gaseous, used or manufactured with a view to produce a practical effect by explosion
or pyrotechnic effect. The Central Government may, for any part of India, make rules consistent with this act to
regulate or prohibit, except under and in accordance with the conditions of a license granted as provided by those
rules, the manufacture, possession, use sale, transport, import and export of explosives, or any specified class of
explosives. Extensive penalty provisions have been provided for manufacture, import or export, possession, usage,
selling or transportation of explosives in contravention of the Explosives Act. In furtherance to the purpose of the
Explosives Act, the Central Government has notified the Explosive Rules, 2008 in order to regulate the
manufacture, import, export, transport and possession for sale or use of explosives.

The Petroleum Act, 1934 and the Petroleum Rules, 2002

The Petroleum Act, 1934, as amended (the “Petroleum Act”), aims to regulate the import, transport, storage,
production, and distribution of petroleum and petroleum-related products to ensure public safety and prevent
hazards associated with their handling. The Act establishes classifications for petroleum based on its flash point
and prescribes safety measures for its handling and storage.

The Petroleum Rules, 2002 (the “Petroleum Rules”) complement the Petroleum Act by providing detailed
regulations concerning licensing, facilities, containers, and equipment used in the petroleum industry. All
operations, transactions, or contracts involving petroleum products must comply with the standards and safety
measures prescribed under the Petroleum Act and Rules. State-specific guidelines and notifications further define
localized compliance requirements.

The Electricity Act, 2003 (“Electricity Act”)

The Electricity Act was enacted to regulate the generation, transmission, distribution, trading, and use of
electricity by authorizing a person to carry on the above acts either by availing a license or by seeking an
exemption under the Electricity Act. Additionally, the Electricity Act states no person other than Central
Transmission Utility or State Transmission Utility, or a licensee shall transmit or use electricity at a rate exceeding
250 watts and 100 volts in any street or place which is a factory within the meaning of the Factories Act, 1948 or
a mine within the meaning of the Mines Act, 1952 or any place in which 100 or more persons are ordinarily likely
to be assembled. An exception to the said rule is given by stating that the applicant shall apply by giving not less
than 7 days’ notice in writing of his intention to the Electrical Inspector and to the District Magistrate or the
Commissioner of Police containing the particulars of electrical installation and plant, if any, the nature, and
purpose of supply of such electricity. The Electricity Act also lays down the requirement of mandatory use of
meters to regulate the use of electricity and authorizes the Commission so formed under the Electricity Act, to
determine the tariff for such usage. The Electricity Act also authorizes the State Government to grant subsidy to
the consumers or class of consumers it deems fit from paying the standard tariff required to be paid.

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Notification number 477(E) dated July 25, 1991 and Press Note 9 dated August 2, 1991 of the Ministry of
Commerce and Industry, Government of India

The Ministry of Commerce and Industry, Government of India pursuant to its notification number 477(E) dated
July 25, 1991 (“Notification”) exempted certain industrial undertakings from the provisions of the Industries
(Development and Regulation) Act, 1951 (“Industries Act”) providing for licencing of industrial undertakings.
Under the Industries Act an industrial undertaking means any undertaking pertaining to an industry (mentioned
in the schedule to the Industries Act) that is carried on in one or more factories by any person or authority including
the Government. Industries undertaking the manufacture of articles exempted from industrial license in terms of
the Notification are required to submit an Industrial Entrepreneurs Memorandum (“IEM”) for undertaking the
manufacture of such exempted articles under the provisions of the press note no. 9 dated August 2, 1991.

Consumer Protection Act, 2019

The Consumer Protection Act (“Consumer Protection Act”) provides for timely and effective administration
and settlement of consumer disputes. It seeks, inter alia to promote and protect the interests of consumers against
deficiencies and defects in goods or services and secure the rights of a consumer against unfair trade practices,
which may be practiced by manufacturers, service providers and traders. The definition of “consumer” has been
expanded under the Consumer Protection Act to include persons who buy goods or avail services by offline or
online transactions through electronic means or by tele-shopping or direct-selling or multi-level marketing. It
provides for the establishment of consumer disputes redressal commissions for the purposes of redressal of
consumer grievances. In cases of misleading and false advertisements, a manufacturer or service provider who
causes a false or misleading advertisement to be made which is prejudicial to the interest of consumers can be
punished with imprisonment for a term up to two years and with a fine of up to ten lakh rupees, and for every
subsequent offence, imprisonment for a term up to five years and a fine of up to fifty lakh rupees.

Environmental Legislation

Environment Protection Act, 1986 and the Environment Protection Rules, 1986 (the “EP Rules”) read with
the Environmental Impact Assessment Notification, 2006 (“EIA Notification”)

The Environment Protection Act, 1986 (“EP Act”) has been enacted with an objective of protection and
improvement of the environment and for matters connected therewith. As per the EP Act, the Central Government
has been given the power to take all such measures for the purpose of protecting and improving the quality of the
environment and to prevent environmental pollution. Further, the Central Government has been given the power
to give directions in writing to any person or officer or any authority for any of the purposes of the EP Act,
including the power to direct the closure, prohibition or regulation of any industry, operation, or process. The
Environment Protection Rules, 1986 (“EP Rules”) prescribes the standards for emission or discharge of
environmental pollutants from industries, operations, or processes through prohibitions and restrictions on the
location of industries as well as on the handling of hazardous substances in different areas for the purpose of
protecting and improving the quality of the environment and preventing and abating environmental pollution.
Additionally, under the EIA Notification and its subsequent amendments, projects are required to mandatorily
obtain environmental clearance from the concerned authorities depending on the potential impact on human health
and resources.

Water (Prevention and Control of Pollution) Act, 1974

The Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) provides for one Central Pollution
Control Board, as well as state pollution control boards (“State PCB”), to be formed to implement its provisions,
including enforcement of standards for factories discharging pollutants into water bodies. The Water Act prohibits
the use of any stream or well for the disposal of polluting matter, in violation of the standards set down by the
State PCB. The Water Act also provides that the consent of the State PCB must be obtained prior to opening of
any new outlets or discharges, which are likely to discharge sewage effluent. The Water Act prescribes specific
amounts of fine and terms of imprisonment for various contraventions.

Air (Prevention and Control of Pollution) Act, 1981

The Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) provides for the prevention, control and
abatement of air pollution. Under the Air Act, the State Government may, after consultation with the state
pollution control board declare, any area or areas within the State as air pollution control area or areas for the

324
purposes of the Air Act. Pursuant to the provisions of the Air Act, any person establishing or operating any
industrial plant within an air pollution control area, must obtain the consent of the relevant state pollution control
board prior to establishing or operating such industrial plant. Further, under section 22 of the Air Act, no person
operating any industrial plant in any air pollution control area shall discharge or permit or cause to be discharged
the emission of any air pollutant in excess of the standards laid down by the state pollution control board. The Air
Act prescribes specific amounts of fine and terms of imprisonment for various contraventions.

Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016

The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous
Waste Rules”) regulate the management, treatment, storage and disposal of hazardous waste. Under the
Hazardous Waste Rules, “hazardous waste” inter alia means any waste which by reason of characteristics such
as physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive, causes danger or is likely to
cause danger to health or environment, whether alone or in contact with other wastes or substances. Every occupier
and operator of a facility generating hazardous waste must obtain authorization from the relevant state pollution
control board. Further, the occupier, importer or exporter is liable for damages caused to the environment or third
party resulting from the improper handling and management and disposal of hazardous waste and must pay any
financial penalty that may be levied by the respective state pollution control board.

Plastic Waste Management Rules, 2016

Under the Plastic Waste Management Rules, 2016, all institutional generators of plastic waste, are required to
inter alia, segregate and store the waste generated by them in accordance with the Municipal Solid Waste
(Management and Handling) Rules, 2000, as amended, and handover segregated wastes to authorized waste
processing or disposal facilities or deposition centres, either on its own or through the authorized waste collection
agency.

Bio-Medical Waste Management Rules, 2016 (the “BMW Rules”)

The BMW Rules apply to all persons who generate, collect, receive, store, transport, treat, dispose, or handle
biomedical waste in any form. The BMW Rules mandate every occupier of an institution generating bio-medical
waste to take all necessary steps to ensure that such waste is handled without any adverse effect to human health
and environment and inter alia to make provisions for safe premises, ventilated and secured location for storage
of segregated bio-medical waste, pre-treat laboratory waste and provide training to workers involved in handling
bio-medical waste.

Labour law legislations

Factories Act, 1948

The Factories Act, 1948, as amended (the “Factories Act”), defines a “factory” to cover any premises which
employs 10 or more workers on any day of the preceding 12 months and in which a manufacturing process is
carried on with the aid of power or any premises where at least 20 workers are employed, and where a
manufacturing process is carried on without the aid of power. Each State Government has enacted rules in respect
of the prior submission of plans and their approval for the establishment of factories and registration/licensing
thereof. The Factories Act provides for imposition of fines and imprisonment of the manager and occupier of the
factory in case of any contravention of the provisions of the Factories Act.

Contract Labour (Regulation and Abolition) Act, 1970

The Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”) regulates the employment of contract
labour in certain establishments. The CLRA provides that the appropriate Government may, after consultation
with the Central or State Advisory Boards (constituted under the CLRA), prohibit employment of contract labour
in any process, operation or other work in any establishment.

Shops and establishments legislations in various states


Under the provisions of local shops and establishments legislations applicable in the states in India where our
establishments are set up and business operations exist, such establishments are required to be registered. Such
legislations regulate the working and employment conditions of the workers employed in shops and

325
establishments, including commercial establishments, and provide for fixation of working hours, rest intervals,
overtime, holidays, leave, termination of service, maintenance of records, maintenance of shops and
establishments and other rights and obligations of the employers and employees. These shops and establishments’
acts, and the relevant rules framed thereunder, in each state, also prescribe penalties in the form of monetary fine
or imprisonment for violation of provisions, as well as procedures for appeal in relation to such contravention of
the provisions.

In addition to the local shops and establishments legislations, the employment of workers, depending on the nature
of activity, is regulated by a wide variety of generally applicable labour laws. The various other labour and
employment-related legislations (and rules issued thereunder) that may apply to our operations, from the
perspective of protecting the workers’ rights and specifying registration, reporting and other compliances, and the
requirements that may apply to us as an employer, would include the following:

• Employee’s Compensation Act, 1923.


• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
• Employees’ State Insurance Act, 1948.
• The Equal Remuneration Act, 1976.
• Maternity Benefit Act, 1961.
• Minimum Wages Act, 1948.
• Payment of Bonus Act, 1965.
• Payment of Gratuity Act, 1972.
• Payment of Wages Act, 1936.
• The Child Labour (Prohibition and Regulation) Act, 1986.
• The Labour Welfare Fund Act, 1965.
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
• Industrial Employment (Standing Orders) Act, 1946
• Industrial Disputes Act, 1947
• Industrial (Development and Regulation) Act, 1951
• The Trade Unions Act, 1926

In order to rationalize and reform labour laws in India, the Government of India has enacted four labour codes,
namely:

(a) The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of
India on September 28, 2020, which amends and subsumes certain existing legislations, including the
Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, and the Inter-State Migrant
Workmen (Regulation of Employment and Conditions of Service) Act, 1979. This code provides for, among
other things, standards for health, safety and working conditions for employees of establishments,.

(b) The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020, and
proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions
Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The Industrial Relations Code, 2020
will come into effect on a date to be notified by the Central Government.

(c) The Code on Wages, 2019 received the assent of the President of India on August 8, 2019. Through its
notification dated December 18, 2020, the Government of India brought into force certain sections of the
Code on Wages, 2019 pertaining to the central advisory board. The remaining provisions of this code will be
brought into force on a date to be notified by the Government of India. It proposes to subsume four separate
legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus
Act, 1965 and the Equal Remuneration Act, 1976.

(d) The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020.
Through its notification dated December 18, 2020, the Government of India brought into force sections 42(1),
42(2), 42(3), 42(10), 42(11), 67(2)(s), 67(2)(t) (to the extent that they relate to the central advisory board)
and 69 (to the extent that it relates to sections 7, 9 (to the extent that they relate to the Government of India)
and 8 of the Minimum Wages Act, 1986)) of the Code on Wages, 2019. Through its notification dated April
30, 2021, the Government of India brought into force Section 142 of the Code on Social Security, 2020 which
lays down that a person must have a valid Aadhaar in order to avail benefits or services under the code. The
remaining provisions of this code will be brought into force on a date to be notified by the Government of

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India. It amends and consolidates several separate legislations including the Employee’s Compensation Act,
1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952, the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959, the
Maternity Benefit Act, 1961, and the Payment of Gratuity Act, 1972.

Intellectual Property Laws

The Trademarks Act, 1999 (the “Trademarks Act”)

The Trademarks Act governs the statutory protection of trademarks and prohibits any registration of deceptively
similar trademarks, among others. The purpose of the Trademarks Act is to grant exclusive rights to marks such
as a brand, label and heading, and to obtain relief in case of infringement of such marks. Indian law permits the
registration of trademarks for both goods and services. Under the provisions of the Trademarks Act, an application
for trademark registration may be made before the Trademark Registry by any person claiming to be the proprietor
of a trademark, whether individual or joint applicants, and can be made on the basis of either actual use or intention
to use a trademark in the future. Once granted, a trademark registration is valid for 10 years unless cancelled,
subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration are required to be
restored. Further, pursuant to the notification of the Trade Marks (Amendment) Act, 2010 (“Trademark
Amendment Act”) simultaneous protection of trademarks in India and other countries has been made available to
owners of Indian and foreign trademarks. The Trademark Amendment Act also seeks to simplify the law relating
to transfer of ownership of trademarks by assignment or transmission and to conform Indian trademark law to
international practice.

The Patents Act, 1970 (the “Patents Act”)

The Patents Act governs the patent regime in India. A patent under the Patents Act is an intellectual property right
relating to inventions and grant of exclusive right, for limited period, provided by the Government to the patentee,
in exchange of full disclosure of his invention, for excluding others from making, using, selling and importing the
patented product or process or produce that product. The Patents Act recognizes both product and process patent
and prescribes eligibility criteria for grant of patents, including the requirement that an invention must satisfy the
requirements of novelty, utility and non-obviousness in order for it to avail patent protection.

The Design Act, 2000 (the “Design Act”)

The Design Act consolidates and amends the law relating to the protection of designs. The Design Act is a
complete code in itself and is statutory in nature and protects new or original designs from getting copied which
cause loss to the proprietor. The proprietor upon registration gets ‘copyrights in design’ for the period of 10 years
from the date of registration which can be renewed for a second period of five years, before the expiration of
original period of 10 years. The controller registers a design under this Act after verifying that the design of any
person, claiming to be the proprietor, is the new or original design not previously published anywhere in any
country and is not against any public policy or morality. Any obvious or fraudulent imitation of a design, which
is already registered, without the consent of its proprietor, is unlawful. It also prohibits the import of any material
which closely resembles a registered design. The Central Government also drafted the Design Rules, 2001 (the
“Design Rules”) under the authority of the Design Act for the purposes of specifying certain prescriptions
regarding the practical aspects related to designs such as payment of fees, register for designs, classification of
goods, address for service, restoration of designs, etc.

Foreign Investment and Trade Regulations

Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999
(“FEMA”) along with the rules, regulations and notifications made by the Reserve Bank of India (“RBI”)
thereunder, and the consolidated Foreign Direct Investment (“FDI”) Policy (“FDI Policy”) (effective from
October 15, 2020) issued by the Department of Industrial Policy and Promotion (“DIPP”), Ministry of Commerce
and Industry, Government of India from time to time. The FDI Policy consolidates all the press notes, press
releases, and clarifications on FDI issued by DIPP. Further, the RBI has enacted the Foreign Exchange
Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the Foreign Exchange Management
(Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the mode of
payment and reporting requirements for investments in India by a person resident outside India. The FEMA, the
FEMA Rules, and the FDI Policy prescribe certain requirements with respect to downstream investments by
Indian companies that are owned or controlled by foreign entities and with respect to foreign investment into India

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and transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident
Indian persons or entity to foreigners, as well as such transactions between foreigners. Requirements under these
laws currently include restrictions on pricing, issue transfer, valuation of shares and sources of funding for such
investments, and may, in certain cases, require prior notice for approval of the Government of India. Foreign
investment is permitted (except in the prohibited sectors) in Indian companies either through the automatic route
or the approval route. Under the FDI Policy, foreign direct investment is permitted up to 100% on the automatic
route, in sectors which are not specifically listed or prohibited in the FDI Policy (including the information
technology sector), subject to applicable laws or regulations, security and other conditionalities.

Further, in accordance with Press Note No. 4 (2020 Series), dated April 17, 2020, issued by the DPIIT, all
investments by entities of a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country, will require prior approval of the
Government of India, as prescribed in the FDI Policy.

Foreign Exchange Management (Overseas Investment) Rules, 2022

The RBI, with an aim to operationalise a new overseas investment regime, has introduced the ODI Rules and the
Foreign Exchange Management (Overseas Investment) Regulations, 2022 (“ODI Regulations”), vide
Notification No. G.S.R. 646(E) and Notification No. FEMA 400/2022-RB dated August 22, 2022, respectively.
Further, the Foreign Exchange Management (Overseas Investment) Directions, 2022 (“ODI Directions”) were
introduced to be read with the ODI Rules and the ODI Regulations. The new regime simplifies the framework to
cover wider economic activity and thereby, significantly reducing the need for specific approvals. Investment may
be made by an Indian entity only in a foreign entity engaged in activities permissible under the law in force in
India and the host jurisdiction. Any manner of overseas direct investment by an Indian entity shall be made as
prescribed in the ODI Rules, namely: (i) subscription as part of MoA or purchase of equity capital, (ii) acquisition
through bidding or tender procedure, (iii) acquisition of equity capital by way of rights issue or allotment of bonus
shares, (iv) capitalisation of any amount due from the foreign entity subject to applicable conditions, (v) swap of
securities, and (vi) merger, demerger, amalgamation or any scheme of arrangement.

Foreign Trade (Development and Regulation) Act, 1992 and the rules framed thereunder

The Foreign Trade (Development and Regulation) Act, 1992 (“FTA”) seeks to provide for the development and
regulation of foreign trade by facilitating imports into, and augmenting exports from, India. The FTA provides
that no person shall make any import or export except under an importer-exporter code number (“IEC”) granted
by the Director General of Foreign Trade, Ministry of Commerce (“DGFT”). The IEC granted to any person may
be suspended or cancelled inter alia in case the person contravenes any of the provisions of FTA or any rules or
orders made thereunder or the DGFT or any other officer authorized by him has reason to believe that any person
has made an export or import in a manner prejudicial to the trade relations of India. Any person who makes any
export or import in contravention of any provision of this Act or any rules or orders made thereunder, or the
foreign trade policy would become liable to a penalty under the FTA.

Laws Relating to Taxation

The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central
Government and State Governments. GST provides for imposition of tax on the supply of goods or services and
will be levied by the Central Government and by the State Government including union territories on intra-state
supply of goods or services. Further, Central Government levies GST on the inter-state supply of goods or
services. The GST is enforced through various acts viz. Central Goods and Services Act, 2017 (“CGST”), relevant
state’s Goods and Services Act, 2017 (“SGST”), Union Territory Goods and Services Act, 2017 (“UTGST”),
Integrated Goods and Services Act, 2017 (“IGST”), Goods and Services Tax (Compensation to States) Act, 2017
and various rules made thereunder.

Further, the Income-tax Act, 1961 (the “Income Tax Act”) is applicable to every company, whether domestic or
foreign whose income is taxable under the provisions of the Income Tax Act or rules made there under depending
upon its “Residential Status” and “Type of Income” involved. The Income Tax Act provides for the taxation of
persons resident in India on global income and persons not resident in India on income received, accruing or
arising in India or deemed to have been received, accrued or arising in India. Every company assessable to income
tax under the Income Tax Act is required to comply with the provisions thereof, including those relating to tax
deduction at source, advance tax, minimum alternative tax, etc. In 2019, the Government has also passed an

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amendment act pursuant to which concessional rates of tax are offered to a few domestic companies and new
manufacturing companies.

Under the Customs Act, 1962 the Central Government has the power to prohibit either absolutely or subject to
such conditions, the import or export of goods of any specified description. Further, the Central Government may
specify goods of such class or description, if it is satisfied that it is necessary to take special measures for the
purpose of checking the illegal import, circulation or disposal of such goods.

Other Indian laws

In addition to the above, we are also governed by the provisions of the Companies Act and rules framed
thereunder, fire-safety related laws, the Contract Act, 1872, the Competition Act, 2002, and other applicable laws
and regulation imposed by the Central Government and State Governments and other authorities for our day-to-
day business.
SEBI Act and regulations

From time to time, post listing of our Equity Shares on the Stock Exchanges, our Company will be required to
comply with various regulations notified by the SEBI including the SEBI Act, SCRA, SEBI Listing Regulations,
SEBI Insider Trading Regulations, SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations,
2003, SEBI ICDR Regulations, SEBI SBEBSE Regulations and SEBI (Issue and Listing of Non-Convertible
Securities) Regulations, 2021, to the extent applicable. Set out below is a summary of these regulations:

(i) Securities and Exchange Board of India Act, 1992 (“SEBI Act”)

SEBI Act establishes SEBI as the principal regulatory authority overseeing India’s securities markets. It confers
comprehensive powers upon SEBI to regulate all facets of securities markets, including issuance, listing, and
trading activities. The SEBI Act authorizes SEBI to safeguard investor interests, maintain market integrity, and
foster market development through regulations, circulars, and guidelines. Furthermore, it empowers SEBI to
conduct investigations into potential violations, impose administrative and monetary sanctions, and pursue
enforcement actions against non-compliant market participants.

(ii) Securities Contracts (Regulation) Act, 1956 (“SCRA”)

SCRA regulates securities transactions and establishes the legal infrastructure for stock exchanges within India.
It comprehensively defines securities and financial instruments while governing listing requirements and
prohibiting unauthorized trading. The SCRA establishes parameters for recognition of exchanges and empowers
the central government and SEBI to implement measures for intervention when necessary to protect investor
interests or preserve market stability. It also provides the statutory basis for regulation of derivatives and other
complex financial instruments.

(iii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”)

SEBI Listing Regulations delineate ongoing compliance obligations and disclosure requirements for companies
with listed securities. It establishes requirements for financial disclosures, corporate governance standards,
investor grievance mechanisms, and timely reporting of material events. The SEBI Listing Regulations mandates
specific committee compositions, independent director requirements, and related party transaction approvals. It
prescribes formats and timelines for periodic submissions to exchanges and requires the appointment of qualified
compliance officers to ensure adherence to regulatory requirements.

(iv) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT
Regulations”)

SEBI PIT Regulations prohibit trading in securities while in possession of unpublished price-sensitive information
(“UPSI”). It deals with insider trading offenses, establishes trading restrictions for designated persons, and
mandates disclosure requirements for promoters, directors, and key management personnel of a company. It
requires companies to formulate a code of conduct, implement trading plans for insiders, and establish

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mechanisms for identifying and protecting UPSI. The SEBI PIT Regulations further prescribe structured digital
databases to track UPSI recipients and specify procedures for legitimate communications with stakeholders.

(v) Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices)
Regulations, 2003 (“SEBI PFUTP Regulations”)

SEBI PFUTP Regulations prohibit manipulative, fraudulent, and unfair practices in connection with securities
markets. It defines various categories of prohibited activities including market manipulation, price rigging,
misleading statements, and artificial transactions designed to create false market impressions. The SEBI PFUTP
Regulations empowers SEBI to investigate suspected violations, issue cease-and-desist orders, and impose
monetary penalties and market access restrictions. It also establishes the basis for disgorgement of ill-gotten gains
and provide for restitution to affected investors harmed by fraudulent practices.

(vi) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“SEBI ICDR Regulations”)

SEBI ICDR Regulations regulate the issuance of equity and convertible securities and disclosure requirements for
companies raising funds through various channels including, inter alia, initial public offer, further public offer,
rights issue and qualified institutional placement. It sets out the guidelines and framework that companies must
follow to issue equity and convertible securities to the public. It also outlines the disclosure requirements
pertaining to all material information, risks, and details about the financial health of the company to undertake
such issuances.

(vii) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (“SEBI SBEB Regulations”)

SEBI SBEB Regulations govern the share-based employee benefit schemes of equity listed companies. It is
applicable to an equity listed company that seeks to issue sweat equity shares or has a scheme: (i) for direct or
indirect benefit of employees; (ii) involving dealing in or subscribing to or purchasing securities of the company,
directly or indirectly; and (iii) satisfying, directly or indirectly, any one of the following conditions: the scheme
is set up by the company or any other company in its group; the scheme is funded or guaranteed by the company
or any other company in its group; and the scheme is controlled or managed by the company or any other company
in its group.

(viii) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,
2012 (“SEBI ILNCS Regulations”)

SEBI ILNCS Regulations govern the issuance and listing of debt securities and non-convertible securities by an
issuer by way of public issuance, or on private placement basis which are proposed to be listed and listing of
commercial paper issued by an issuer in compliance with the guidelines framed by the Reserve Bank of India. It
also outlines the disclosure requirements pertaining to all material information, risks, and details about the
financial health of the company to undertake such issuances.

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HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

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 consequent upon conversion to public company
dated May 16, 2025 was issued by the Central Processing Centre on behalf of the RoC.

Changes in the registered office

Except as disclosed below, there has been no change in the registered office of our Company since its
incorporation.

Date of change Details of change in the registered office Reasons for change
August 12, 2021 Registered office was changed from Suit 305, Delta Wing, Administrative convenience
3rd Floor, Raheja Towers, # 177 Anna Salai, Chennai, 600 and cost effectiveness
002, Tamil Nadu to RNS2, Nissan Supplier Park, SIPCOT
Industrial Park, Oragadam Industrial Corridor, Oragadam,
Sriperumbudur Taluk, Kancheepuram – 602 105, Tamil
Nadu

Main objects of our Company

The main objects contained in our Memorandum of Association are set forth below:

“1. To engage in the business of planning, engineering, developing, licensing, manufacturing, producing,
fabricating, remodeling, acquiring, purchasing, Importing, exporting, leasing, hiring, letting on hire,
exchanging, altering, repairing, maintaining, servicing, distributing, selling, assembling, trading, agency,
patenting, dealing and providing technical, advisory, management, supervisory, engineering and support
services in connection with any or all types of automobile parts including but not limited to exhaust pumps,
catalytic, converters, mufflers as well as any and all other components', parts, sub assemblies, associated
functions, services, products, systems and related accessories, equipment, materials, tools, machines,
machinery, appliances, apparatus, devices and substances necessary or useful for or in connection with the
same.”

The main objects clause and matters necessary for furtherance of the main objects, as contained in our
Memorandum of Association, enable our Company to carry on the business presently being carried out.

Amendments to the Memorandum of Association

Set out below are the amendments to the Memorandum of Association of our Company since incorporation:

Date of
Shareholders’ Details of amendment
resolution/Effective
date
Clause V of the Memorandum of Association of our Company was amended to reflect the
increase in the authorized share capital of our Company from ₹ 500,000 divided into 50,000
March 28, 2019
equity shares of face value of ₹ 10 each to ₹ 7,800,500,000 divided into 780,050,000 equity
shares of face value of ₹ 10 each.
Clause I of the Memorandum of Association of our Company was substituted to reflect the
change in name of our Company from ‘Tenneco Clean Air India Private Limited’ to ‘Tenneco
February 21, 2025
Clean Air India Limited’ consequent to the conversion of our Company from a private limited
company to a public limited company.

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Major events and milestones

The table below sets forth certain major events in the history of our Company, its Subsidiaries and our business:

Calendar
Events and Milestones
Year
Our Parwanoo Facility, currently operating under our Powertrain Solutions business for manufacturing of
1979*
our ‘bearings’ products, was established
Our Hosur Facility, currently operating under our Advanced Ride Technologies division for manufacturing
1983*
of our ‘ART’ products, was established
Our Chakan Sealings Facility, currently operating under our Powertrain Solutions business for
1997*
manufacturing of our ‘sealings’ products, was established
Our Bhiwadi Facility, currently operating under our Powertrain Solutions business for manufacturing of our
1999*
‘ignitions’ products, was established
Our first plant for manufacturing of ‘Clean Air Products’ was established at Gat No. 1396/97, Sanaswadi
2000*
Nagar Road, Pune, Maharashtra
2006-2007* Our first dorst press for sintered components was installed in our Puducherry Facility
Our Chennai Facility, currently operating under our Clean Air Solutions business for manufacturing of our
2010*
‘Clean Air Products’ products, was established
2018* Acquisition of Federal Mogul entities by the Tenneco Group
Our Pithampur Facility, currently operating under our Clean Air Solutions business for manufacturing of our
2019*
‘Clean Air Products’ products, was established
Launched the BS6.2 solutions at Chakan I Facility, Chakan II Facility, Chennai Facility and Pithampur
2023*
Facility
2024* Introduced new generation shock absorber for the SUV and EV segment
Acquisition of Federal-Mogul Sealings India Limited, Federal-Mogul Bearings India Limited, Federal-
2025 Mogul Ignition Products India Limited and Tenneco Automotive India Private Limited pursuant to share
swap agreements each dated March 25, 2025#
* The milestones disclosed above include certain events that have occurred prior to such facilities/businesses becoming a part of our Company
and/or Subsidiaries.
#
For further details please see “– Details regarding material acquisitions or divestments of business/undertakings, mergers,
amalgamations, any revaluation of assets, etc., since incorporation” on page 334.

Key awards, accreditations and recognition

Set forth below are some of the key awards, accreditations and recognition received by our Company and
Subsidiaries and our business, including prior to such businesses being acquired by our Company and/or our
Subsidiaries:

Calendar Accreditations and recognitions


Year
Gold award for case study by Quality Circle Forum of India at Safety Week – Pune circle
Received the ‘Innovation Award – Automotive Division’ at the Mahindra Supplier Excellence
Awards
Recognised as ‘Q-Prime supplier for achieving end-to-end quality excellence’ by Daimler
India Commercial Vehicles
Awarded as ‘Super 8 Participant in Regional Supplier Samrat – FY 25’ at the Supplier Samrat
– FY25 by Ashok Leyland
Received the ‘Eco Edge Progressive’ certificate in recognition ‘as a value chain partner of
Skoda Auto Volkswagen India Private Limited, for demonstrating dedication with continuous
2025
progress to integrate sustainability in its operations’, by CII-ITC Centre of Excellence for
Sustainable Development, Confederation of Indian Industry
Award on achieving 90% reduction in straight pass loss through Samunnati Drive by VE
Commercial Vehicles Limited
Silver award for best performance in quality at the Supplier Meet 2025 by Albonair.
Appreciation award for ‘dedication and commitment to excellence in 2024’ on partnership day
by Hyundai Motor India Limited
Award as a winner under the ‘quality’ category for the year 2024 at the Annual Supplier Meet
2025 by the Daimler India Commercial Vehicles.
Award for ‘Excellence in Supplier Mentoring’ by Daimler India Commercial Vehicles
2024 Gold award for poster, slogan and case study by Quality Circle Forum of India at Safety Week
– Pune circle

332
Calendar Accreditations and recognitions
Year
Received the ‘Appreciation award KIA India Partnership Day’ from KIA
Certificate of appreciation in recognition of ‘superior performance in the area of spares
performance in the year 2023-24’ by Maruti Suzuki India Limited
Certificate of appreciation in recognition of ‘supplier collaboration initiatives for co-learning
through exemplary sharing of best practices’ from Maruti Suzuki India Limited
Award for ‘On-Field Support and Collaboration’ by Maruti Suzuki India Limited
Received the ‘Supplier Appreciation Award’ at Mahindra Supplier Excellence Awards
Certificate of appreciation for ‘being a reliable partner and achieving quality excellence during
the year 2023’ by Isuzu Motors India at Supplier Performance Awards 2024
‘Platinum Award for Consistent Quality Performance’ by Ashok Leyland
Certificate of appreciation for ‘excellent support for components supplied during volume
ramp-ups of G-12 engines during Jul’ 24’ by Mahindra
Awarded the ‘Super 8 Participant in Regional Supplier Samrat FY – 2024’ at the Supplier
Samrat – FY24 by Ashok Leyland
‘Gold award for Case Study Presentation’ at the Supplier Quality Improvement Contest by
Kirloskar Oil Engines Limited
2023
Received a recognition for ‘partnership in development of new product platform’ at the
Supplier Conference 2023 by Kirloskar Oil Engines Limited
2022 Certificate of appreciation for ‘achieving zero PPM for the year 2021’ at DICV Suppliers Meet
2022 by Daimler India Commercial Vehicles
Certificate of appreciation in recognition of ‘superior performance in the area of part design
and development (supplier design category) in the year 2021-22’ by Maruti Suzuki India
Limited
Certificate of appreciation in recognition of ‘superior spares performance in the year 2021-22’
by Maruti Suzuki India Limited
2021 Award for ‘contribution in supply chain management’ by VECV at the Annual Supplier
Conference 2021
2019 Award as a winner under the ‘partnership’ category for the year 2019 at the DICV Supplier
Meet 2021 by Daimler India Commercial Vehicles Private Limited
Awarded for ‘Achieving Excellence – Partner Level Performance’ by John Deere
2011 Received an award in recognition of ‘Good Parts Quality during 2011-12’ from Renault
Nissan

Significant financial or strategic partnerships

Our Company does not have any significant financial or strategic partners as on the date of this Red Herring
Prospectus.

Time/cost overrun in setting up projects

We have not experienced any time or cost overrun in setting up our projects as on the date of this Red Herring
Prospectus.

Capacity/facility creation, location of plants

For details regarding capacity/facility creation and location of plants of our Company, see “Our Business –
Manufacturing – Facilities” on page 298.

Launch of key products or services, entry in new geographies or exit from existing markets

For details of key products launched by us and entry into new geographies or exit from existing markets, as
applicable, see “Our Business – Our Products”and “History and certain Corporate Matters – Major events and
milestones” on pages 290 and 332, respectively.

333
Defaults or re-scheduling/restructuring of borrowings with financial institutions/banks

As on the date of this Red Herring Prospectus, there have been no defaults or rescheduling/restructuring of
borrowings with financial institutions/banks.

Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations,


any revaluation of assets, etc., since incorporation

Except as disclosed below, our Company has not made any material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets, etc., since incorporation.

1. The Scheme of Arrangement for Demerger amongst Tenneco Automotive India Private Limited (“TAIPL”),
our Company and their respective shareholders and creditors (“Scheme of Arrangement for Demerger”)

Pursuant to a Scheme of Arrangement for Demerger, as approved by our Board by way of its resolution dated
January 17, 2019 and the NCLT, Chennai by way of its order dated April 26, 2019, the business of, inter alia,
planning, engineering, developing, manufacturing, producing, remodelling, acquiring, purchasing, importing,
exporting, leasing, exchanging, servicing, distributing, selling, assembling, trading, patenting, and providing
technical advisory, management, supervisory, engineering and support services in connection with any and all
types of automobile parts, including but not limited to exhaust pumps, catalytic converters, mufflers, exhaust pipes
as well as any and all other components, parts, sub-assemblies, associated functions, products, systems and related
accessories, equipment, materials, tools, machinery, and substances necessary or useful for or in connection
therewith (“Clean Air Business”) demerged from TAIPL (which later became our Subsidiary in 2025)
(“Demerged Entity”) and vested in our Company. Pursuant to the Scheme of Arrangement for Demerger, the
Clean Air Business of the Demerged Entity, including, inter alia, all assets, liabilities, regulatory licenses,
proceedings, employees, was transferred to and vested in our Company on a going concern basis, from the
effective date, being April 1, 2019.

The rationale for the scheme was, inter alia, synergy of operations, attribution of appropriate valuation to the
Demerged Entity and our Company, better allocation of resources, cost savings, rationalisation of administrative
expenses and increased focus by the Demerged Entity and our Company on their respective businesses in order
to better meet their respective customers’ needs and priorities.

As consideration for the Clean Air Business, our Company, pursuant to Board resolution dated June 15, 2019,
issued 777,683,120 Equity Shares of face value of ₹ 10 each to the shareholders of the Demerged Entity, namely
Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited in the entitlement ratio of 32.7 Equity
Shares of ₹ 10 each of our Company for every 10 equity shares of ₹ 10 each of Tenneco Automotive India Private
Limited. For detail, see “Capital Structure- Equity share capital history of our Company” on page 146. Upon
the Scheme of Arrangement for Demerger becoming effective, the authorised share capital of our Company got
revised and enhanced from 50,000 Equity Shares of ₹ 10 each to 780,050,000 Equity Shares of ₹ 10 each. For
detail, see “- Amendments to the Memorandum of Association” on page 331.

Summarised information about valuation

The Equity Share entitlement ratio of 32.7 Equity Shares of ₹ 10 each of our Company for every 10 equity shares
of ₹ 10 each of the Demerged Entity was determined by conducting a relative valuation of the Clean Air Business
of the Demerged Entity and our Company in accordance with the generally accepted professional standards,
pursuant to an independent valuation report dated January 17, 2019, prepared using the (i) discounted cash flows
method, (ii) comparable companies’ multiple method, and (iii) net asset value method, as applicable to the Clean
Air Business of the Demerged Entity and our Company.

2. Share swap agreement amongst our Company, Federal-Mogul Ignition Products India Limited (“FMIPL”)
and Federal-Mogul Pty Ltd (“Seller”)

Our Company entered into a share swap agreement dated March 25, 2025 with FMIPL and the Seller pursuant to
which our Company acquired 42,789,029 equity shares of face value ₹10 each of FMIPL at a price of ₹97.74 each
(the “Swap Shares”), constituting 99.99% of the share capital of FMIPL, from the Seller on March 26, 2025. In
consideration of the transfer of the Swap Shares by the Seller to our Company, our Company issued and allotted
14,478,794 Equity Shares of face value of ₹ 10 each at an issue price of ₹288.85 each to the Seller on March 26,
2025. For details of the issuance and allotment of the Equity Shares of our Company, see “Capital Structure-
Equity share capital history of our Company” on page 146.

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The Seller, Federal-Mogul Pty Ltd is one of the Promoters of our Company and is a part of the Tenneco Group
and to that extent, the other Promoters of our Company are related to the Seller in their respective capacities as
the Promoters of our Company, and as part of the Tenneco Group. Further, none of our Directors have any
relationship with the Seller.

Summarised information about valuation

Valuation of our Company

The fair market value of the Equity Shares of our Company as at February 28, 2025, of ₹ 288.85 each of face
value of ₹ 10 each, was determined as per an independent valuation report dated March 19, 2025, prepared using
the (i) discounted cash flows method, and (ii) comparable companies’ multiple method.

Valuation of FMIPL

The fair market value of the equity shares of FMIPL as at February 28, 2025, of ₹ 97.74 each of face value of ₹
10 each, was determined as per an independent valuation report dated March 19, 2025, prepared using the (i)
discounted cash flows method, and (ii) comparable companies’ multiple method.

3. Share swap agreement amongst our Company, Federal-Mogul Bearings India Limited (“FMBIL”),
Federal-Mogul Investments B.V. (“Seller 1”) and Tenneco LLC (“Seller 2” and together with Seller 1, the
“Sellers”)

Our Company entered into a share swap agreement dated March 25, 2025 with FMBIL and the Sellers, pursuant
to which our Company acquired 4,245,139 equity shares of face value of ₹10 each held by Seller 1 in FMBIL
(“Swap Shares 1”) and 4,475,947 equity shares of face value ₹10 each held by Seller 2 in FMBIL (“Swap Shares
2, and together with Swap Shares 1, the “Swap Shares”), at a price of ₹ 450.12 each, constituting 48.40% and
51% of the share capital of FMBIL, respectively and aggregating to 8,721,086 equity shares of face value of ₹10
each of FMBIL, constituting 99.40% of its share capital, on March 26, 2025. In consideration of the transfer of
Swap Shares by the Sellers to our Company, our Company issued and allotted 6,615,274 Equity Shares of face
value of ₹ 10 each at an issue price of ₹ 288.85 each to Seller 1, and 6,974,946 Equity Shares of face value of ₹
10 each at an issue price of ₹ 288.85 each to Seller 2, each on March 26, 2025. For detail of the issuance and
allotment of the Equity Shares of our Company, see “Capital Structure- Equity share capital history of our
Company” on page 146.

The Sellers, Federal-Mogul Investments B.V. and Tenneco LLC, are two of the Promoters of our Company and
are part of the Tenneco Group. To that extent, the other Promoters of our Company are related to the Sellers in
their respective capacities as the Promoters of our Company and as part of the Tenneco Group. Further, none of
our Directors have any relationship with Seller 1 and other than Manvendra Singh Sial, Prakash Mahesh and
Nathan Patrick Bowen, none of our Directors have any relationship with Seller 2. For further details, see “Our
Management - Brief biographies of our Directors” on page 346.

Summarised information about valuation

Valuation of our Company

The fair market value of the Equity Shares of the Company as at February 28, 2025, of ₹ 288.85 each of face value
of ₹ 10 each, was determined as per an independent valuation report dated March 19, 2025, prepared using the (i)
discounted cash flows method, and (ii) comparable companies’ multiple method.

Valuation of FMBIL

The fair market value of the equity shares of FMBIL as at February 28, 2025, of ₹ 450.12 each of face value of ₹
10 each, was determined as per an independent valuation report dated March 19, 2025, prepared using the (i)
discounted cash flows method, and (ii) comparable companies’ multiple method.

335
4. Share swap agreement amongst our Company, Federal-Mogul Sealings India Limited (“FMSIL”) and
Federal-Mogul Investments B.V. (“Seller”)

Our Company entered into a share swap agreement dated March 25, 2025, with FMSIL and the Seller pursuant to
which our Company acquired 7,491,712 equity shares of face value ₹1 each of FMSIL at a price of ₹ 153.93 each
(the “Swap Shares”), constituting 89.89% of the share capital of FMSIL, from the Seller, on March 26, 2025. In
consideration of the transfer of Swap Shares by the Seller to our Company, our Company issued and allotted
3,992,380 Equity Shares of face value of ₹ 10 each at an issue price of ₹288.85 each to the Seller on March 26,
2025. For detail of the issuance and allotment of the Equity Shares of our Company, see “Capital Structure-
Equity share capital history of our Company” on page 146.

The Seller, Federal-Mogul Investments B.V., is one of the Promoters of our Company and are part of the Tenneco
Group and to that extent, the other Promoters of our Company are related to the Seller in their respective capacities
as the Promoters of our Company, and as part of the Tenneco Group. Further, none of our Directors have any
relationship with the Seller.

Summarised information about valuation

Valuation of our Company

The fair market value of the Equity Shares of the Company as at February 28, 2025, of ₹ 288.85 each of face value
of ₹ 10 each, was determined as per an independent valuation report dated March 19, 2025, prepared using the (i)
discounted cash flows method, and (ii) comparable companies’ multiple method.

Valuation of FMSIL

The fair market value of the equity shares of FMSIL as at February 28, 2025, of ₹ 153.93 each of face value of ₹
1 each, was determined as per an independent valuation report dated March 19, 2025, prepared using the (i)
discounted cash flows method, and (ii) comparable companies’ multiple method.

5. Share swap agreement amongst our Company, Tenneco Automotive India Private Limited (“TAIPL”),
Tenneco Mauritius Holdings Limited (“Seller 1”) and Tenneco (Mauritius) Limited (“Seller 2” and
together with Seller 1, the “Sellers”)

Our Company entered into a share swap agreement dated March 25, 2025, with TAIPL and the Sellers, pursuant
to which our Company acquired 92,804 equity shares of face value ₹10 each held by Seller 1 in TAIPL (“Swap
Shares 1”) and 7,196 equity shares of face value ₹10 each held by Seller 2 in TAIPL (“Swap Shares 2, and
together with Swap Shares 1, the “Swap Shares”), at a price of ₹ 454,806.13 each, constituting 92.80% and 7.20%
of the share capital of TAIPL, respectively and aggregating to 100,000 equity shares of face value of ₹10 each of
TAIPL, constituting 100% of its share capital, on March 26, 2025. In consideration of the transfer of Swap Shares
by the Sellers to our Company, our Company issued and allotted 146,123,690 Equity Shares of face value of ₹ 10
each at an issue price of ₹ 288.85 each to Seller 1, and 11,330,396 Equity Shares of face value of ₹ 10 each at an
issue price of ₹ 288.85 each to Seller 2, each on March 26, 2025. For detail of the issuance and allotment of the
Equity Shares of our Company, see “Capital Structure - Equity share capital history of our Company” on page
146.

The Sellers, Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited, are two of the Promoters of
our Company and are part of the Tenneco Group and to that extent, the other Promoters of our Company are
related to the Sellers in their respective capacities as the Promoters of our Company, and as part of the Tenneco
Group. Further, none of our Directors have any relationship with the Seller.

Summarised information about valuation

Valuation of our Company

The fair market value of the Equity Shares of the Company as at February 28, 2025, of ₹ 288.85 each of face value
of ₹ 10 each, was determined as per an independent valuation report dated March 19, 2025, prepared using the (i)
discounted cash flows method, and (ii) comparable companies’ multiple method.

336
Valuation of TAIPL

The fair market value of the equity shares of TAIPL as at February 28, 2025, of ₹ 454,806.13 each of face value
of ₹ 10 each, was determined as per an independent valuation report dated March 19, 2025, prepared using the (i)
discounted cash flows method, and (ii) comparable companies’ multiple method.

The above-mentioned valuation reports have been included in “Material Contracts and Documents for
Inspection – Material Documents” on page 656.

Summary of key agreements

Except as set out below, there are no other agreements/ arrangements and clauses/ covenants which are material,
and which need to be disclosed or non-disclosure of which may have a bearing on the investment decision in
connection with the Offer:

License agreement dated June 10, 2025, as amended by the amendment #1 to the license agreement dated
June 17, 2025, between Tenneco Holdings LLC, our Company and our Subsidiaries, each with effect from
April 1, 2024 ("License Agreement").
Pursuant to the License Agreement, Tenneco Holdings LLC ("Licensor") has granted our Company and
Subsidiaries (together, the “Licensees”) a non-exclusive, non-transferable right and license to use certain
intellectual property rights, including the Monroe Trademarks, Champion Trademarks and Tenneco Trademarks
(each as defined in the License Agreement), as applicable to each of the Licensees and other intellectual property
related to the design, development, manufacture, and use of Advanced Suspension Technology Products, Bearings
Products, Clean Air Products, Ignition Products, and Sealings Products (each as defined in the License
Agreement), as applicable to each of the Licensees, provided that the Licensee’s Business (as defined under the
License Agreement) and all goods and services offered and sold in connection with the Licensee’s Business
complies with the quality standards laid down in the License Agreement and as approved by the Licensor from
time to time. The license covers the use of such intellectual property rights within India and any other territory
that may be designated by written agreement between the parties to the License Agreement.
Under the terms of the License Agreement, all Licensees, viz. our Company and each of our Subsidiaries, other
than Federal-Mogul Bearings India Limited (“FMBIL”), are required to pay the Licensor a royalty equal to 2.50%
of the gross revenue of such Licensees. FMBIL is required to pay the Licensor a royalty equal to 2.00% of its
gross revenue. The royalty is calculated on gross revenue, i.e., total revenue of any kind including license or sub-
license fees paid to the respective Licensee, but excluding certain items such as sales discounts, returned sales
prices, shipment insurance premiums, transportation, sales commissions, sales tax, import duties, and the price of
the licensed products sold to the Licensor or any of its affiliates, as further detailed in the agreement.
The License Agreement is effective since April 1, 2024, and will continue to be effective until terminated in
accordance with the terms included therein, provided that the Licensor may not terminate the License Agreement
prior to January 1, 2031. However, the Licensor may terminate the License Agreement (a) immediately if the
Licensees cease to be affiliates of the Licensor; or (b) on 30 days’ written notice if the Licensees (i) materially
breach the License Agreement and fail to cure such breach within 30 days, or (ii) go into liquidation. Further, the
Licensor may immediately terminate the license granted to Tenneco Automotive India Private Limited in relation
to the Monroe Trademarks in the event Tenneco Automotive India Private Limited ceases to be an affiliate of
Federal-Mogul Motorparts LLC.

Master affiliate intangible property and network services agreement dated August 30, 2025 between Tenneco
Automotive Operating Company LLC, Federal-Mogul Powertrain LLC and Federal-Mogul Ignition LLC
(together, “Licensor”), our Company and our Subsidiaries (together, “Licensees”) with retrospective effect
from April 1, 2025 (“IP and Network Services Agreement”)

Pursuant to the IP and Network Services Agreement, the Licensor has granted our Company and Subsidiaries a
non-exclusive, non-transferable and non-sublicensable right and license to use certain intangible property and
know-how related to Licensor’s P3 Operating System (the “Intangible Property”), together with access to a
bundle of associated network elements and services (the “Network Elements”), in India in connection with the
Licensees’ business, subject to compliance with Licensor’s quality standards and any pre-existing third-party
rights. The Network Elements include know-how, copyrights (including software other than product-related
software), trade secrets, domain names, database rights, Intangible Property, operating standards under the P3
Operating System model (including work process guidelines, key performance indicators and related tools),

337
operational transformation initiatives, and administrative and operational support and advice related to IT, finance
(including tax, treasury and insurance), legal, environment, social and governance, human resources,
communications, environment, health and safety, marketing and sales, executive and general management, global
supply chain, purchasing, mergers and acquisitions, lean enterprise, customer service, quality, program/project
management, real estate & facilities, commercial operations and other agreed services.

As consideration for the rights and services, each Licensee is required to pay a fee equal to a percentage of such
Licensee’s net sales (as defined in the IP and Network Services Agreement) for the calendar year, determined on
an arm’s length basis, subject to a maximum of 0.5% of the net sales, unless otherwise agreed in writing by the
Licensee.

The IP and Network Services Agreement is effective from April 1, 2025 for a one-year term and automatically
renews for successive one-year terms. Licensor or any Licensee may terminate for any reason, or for no reason,
on 180 days’ written notice (a Licensee termination is effective only for such terminating Licensee). As between
Licensor and any Licensee, if either party fails to perform any of its obligations and fails to cure such default
within 30 days after receipt of notice from the other party, the party giving notice may terminate the IP and
Network Services Agreement immediately upon giving notice to the other party, and the IP and Network Services
Agreement shall automatically terminate with respect to any Licensee that ceases to be an affiliate of Tenneco
LLC. Upon termination or expiry, the terminating Licensee must cease all use of the intangible property within
90 days. Licensor retains exclusive ownership of all Intangible Property and may sell, convey or transfer such
Intangible Property, in which case the IP and Network Services Agreement shall become null and void with
respect to the sold, conveyed or transferred Intangible Property. The IP and Network Services Agreement prohibits
assignment and sublicensing by Licensees, is governed by Michigan law, and provides that rights are limited to
India.

Details of shareholder agreements

There are no subsisting arrangements or agreements, deeds of assignment, acquisition agreements, shareholders’
agreements, inter-se agreements, any agreements between our Company, our Promoters, and Shareholders, or
agreements of like nature or agreements comprising any clauses/covenants which are material to our Company,
and which are required to be disclosed, or the non-disclosure of which may have a bearing on the investment
decision of prospective investors in the Offer. Further, there are no other clauses/covenants which are adverse or
prejudicial to the interest of the minority/public shareholders of our Company.

Agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing
Regulations

There are no agreements entered into by our Shareholders, Promoters, members of the Promoter Group, related
parties of our Company, Directors, Key Managerial Personnel, Senior Management or employees of our
Company, or of any of our Subsidiaries, among themselves or with our Company or with a third party, solely or
jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management
or control of the Company, other than in the ordinary course of business, or impose any restriction or create any
liability upon the Company, as required to be disclosed pursuant to Clause 5A of Paragraph A of Part A of
Schedule III of the SEBI Listing Regulations.

Guarantees given by the Promoter Selling Shareholder

As on the date of this Red Herring Prospectus, no guarantee has been given by the Promoter Selling Shareholder
in the Offer for Sale to any third parties in relation to our borrowings.

Agreements with Key Managerial Personnel or Senior Management, Director, Promoters or any other
employee

As on the date of this Red Herring Prospectus, there are no agreements entered into by a Key Managerial Personnel
or Senior Management or Directors or the Promoters or any other employee of our Company, either by themselves
or on behalf of any other person, with any shareholder or any other third party with regard to compensation or
profit sharing in connection with dealings in the securities of our Company.

338
Key terms of other subsisting material agreements

As on the date of this Red Herring Prospectus, our Company has not entered into any other subsisting material
agreements including with strategic partners, joint venture partners, and/or financial partners other than in the
ordinary course of business of our Company. Further, there are no agreements pursuant to which any of our
shareholders have been granted or hold any special rights in our Company.

Holding company

Our Company’s holding company is our Promoter, Tenneco Mauritius Holdings Limited.

For details regarding the corporate information and nature of business of our Promoters, please see “Our
Promoters and Promoter Group – Our Promoters” on page 361.

Subsidiaries

As on the date of this Red Herring Prospectus, our Company has four direct Subsidiaries.

1. Federal - Mogul Ignition Products India Limited (“FMIPL”)

Corporate information

FMIPL was originally incorporated as ‘Cooper Automotive Products (India) Private Limited’, a private
limited company under the Companies Act, 1956 pursuant to a certificate of incorporation issued on July
16, 1997 by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. Subsequently the name
of FMIPL was changed to ‘Federal-Mogul Automotive Products (India) Private Limited’ and consequently,
a fresh certificate of incorporation was issued on February 26, 1999 by the Registrar of Companies,
Rajasthan at Jaipur. Subsequently its name was changed to ‘Federal-Mogul Automotive Products (India)
Limited’ upon conversion into a public company and consequently a fresh certificate of incorporation was
issued on April 4, 2011 by the Registrar of Companies National Capital Territory of Delhi and Haryana at
New Delhi. Further, its name was further changed to ‘Federal-Mogul Ignition Products India Limited’ and
consequently a fresh certificate of incorporation was issued on March 1, 2014 by the Registrar Companies,
of National Capital Territory of Delhi and Haryana at New Delhi. Its CIN is U51109DL1998PLC195010.
Its registered office is situated at 803, Best Sky Tower, Netaji Subhash place, Rani Bagh, Delhi – 110034,
Rani Bagh, North West Delhi, Delhi, India, 110034.

Nature of business

FMIPL is engaged in the business of, inter alia, manufacturing of ignition products such as spark plugs and
ignition coil for use in automobiles under the Clean Air & Powertrain Solutions Division. For details see,
“Our Business” beginning on page 267.

Capital structure

As on the date of this Red Herring Prospectus, the authorized share capital of FMIPL is ₹ 50,00,00,000
divided into 5,00,00,000 equity shares of ₹ 10 each, and the issued, subscribed, and paid-up equity share
capital of FMIPL is ₹ 427,890,360 divided into 42,789,036 equity shares of ₹ 10 each.

Shareholding pattern

As on the date of this Red Herring Prospectus, the shareholding pattern of FMIPL is as follows:

Name of shareholder Number of equity shares of ₹ 10 Percentage of the total equity


each held shareholding (%)
Tenneco Clean Air India 42,789,036 100
Limited*
*
Two equity shares of face value of ₹ 10 each are held by Co-operatief Federal-Mogul Dutch Investment B.A. and one equity shares
of face value of ₹ 10 each is held by each of Federal-Mogul Pty Ltd jointly with Jasbir Singh, Federal-Mogul Pty Ltd jointly with Upkar

339
Singh Randhava, Federal Mogul Pty Ltd jointly with Khalid Iqbal Khan, Federal-Mogul Pty Ltd jointly with Shreya Malhan and
Federal-Mogul Pty Ltd jointly with Saloni Chawla as nominees of Tenneco Clean Air India Limited.

Financial information

Certain key financial indicators of FMIPL set forth below:


(amount in millions)
Particulars For the three months period ended For the Fiscal
June 30, 2025 June 30, 2024 2025 2024 2023
Equity Share Capital 427.89 427.89 427.89 427.89 427.89
Net Worth 928.76 1,038.07 834.62 1,174.48 1,035.31
Revenue from operations 710.92 635.93 2,638.62 2,363.85 2,354.85
Total income 721.42 649.71 2,668.50 2,408.21 2,367.24
Profit/(Loss) after tax 95.42 71.55 200.92 139.55 133.72
Earnings per share (Basic) 2.23 1.67 4.70 3.26 3.13
Earnings per share (Diluted) 2.23 1.67 4.70 3.26 3.13
Total borrowings - - - - -

Amount of accumulated profits or losses

There are no accumulated profits or losses of FMIPL that have not been accounted for by our Company.

2. Federal-Mogul Bearings India Limited (“FMBIL”)

Corporate information

FMBIL was originally incorporated pursuant to demerger of engine bearing division of Gabriel India
Limited, which was a public listed company in India into ‘Anand Engine Components Limited’, a public
limited company under the Companies Act, 1956 pursuant to a certificate of incorporation issued on July
17, 2006 by the Registrar of Companies, Maharashtra at Mumbai. Its name was changed to ‘Federal-Mogul
Bearings India Limited’ and consequently a fresh certificate of incorporation was issued on May 17, 2008
by the Registrar of Companies, Maharashtra at Mumbai. Subsequently, its name was changed to ‘Federal-
Mogul Anand Bearings India Limited’ and consequently a fresh certificate of incorporation was issued on
May 12, 2015 by the Registrar of Companies, Delhi and Haryana at Delhi. Further, its name was changed
to ‘Federal-Mogul Bearings India Limited’ and consequently a fresh certificate of incorporation was issued
on June 30, 2022 by the Registrar of Companies, Delhi and Haryana at New Delhi on June 30, 2022. Its CIN
is U29199HR2006PLC043262. Its registered office is situated at Paras Twin Towers, 10 th floor Tower-B,
Sector-54, Golf Course Road, Gurgaon,122002, Haryana, India.

Nature of business

FMBIL is engaged in the business of, inter alia, manufacturing of engine components, such as engine and
transmission bearings and other related components. Under the Clean Air & Powertrain Solutions division
it designs, manufacture and sell engine bearings. For details see, “Our Business” beginning on page 267.

Capital structure

As on the date of this Red Herring Prospectus, the authorized share capital of FMBIL is ₹ 10,00,00,000
divided into 1,00,00,000 equity shares of ₹ 10 each, and the issued, subscribed, and paid-up equity share
capital of FMBIL is ₹ 87,763,650 divided into 8,776,365 equity shares of ₹ 10 each.

Shareholding pattern

As on the date of this Red Herring Prospectus, the shareholding pattern of FMBIL is as follows:

Name of shareholder Number of equity shares Percentage of the total equity


of ₹ 10 each held shareholding (%)
Tenneco Clean Air India Limited 8,721,086 99.37

340
Name of shareholder Number of equity shares Percentage of the total equity
of ₹ 10 each held shareholding (%)
Others- Public shareholders 55,279 0.63
Total 8,776,365 100.00

Financial information

Certain key financial indicators of FMBIL set forth below:


(amount in millions)
Particulars For the three months period ended For the Fiscal
June 30, 2025 June 30, 2024 2025 2024 2023
Equity Share Capital 87.76 87.76 87.76 87.76 87.76
Net Worth 938.98 740.94 888.54 669.90 842.46
Revenue from operations 555.88 544.09 2,049.38 2,098.21 2,138.39
Total income 563.23 546.16 2,058.15 2,114.68 2,140.65
Profit/(Loss) after tax 49.13 69.33 217.33 159.91 159.41
Earnings per share (Basic) 5.60 7.90 24.76 18.22 18.16
Earnings per share (Diluted) 5.60 7.90 24.76 18.22 18.16
Total borrowings - - - - -

Amount of accumulated profits or losses

There are no accumulated profits or losses of FMBIL that have not been accounted for by our Company.

3. Federal-Mogul Sealings India Limited (“FMSIL”)

Corporate information

FMSIL was originally incorporated pursuant to demerger/vesting of gaskets and heat shields business of
Vicktor Gaskets India Limited into Anand I-seal Limited, a public limited company under the Companies
Act pursuant to a certificate of incorporation issued on September 15, 2014 by the Registrar of Companies,
Maharashtra at Pune. Subsequently, its name was changed to ‘Federal-Mogul Anand Sealings India Limited’
and consequently a fresh certificate of incorporation was issued on March 31, 2015 by the Registrar of
Companies, Maharashtra at Pune. Subsequently, its name was changed to ‘Federal-Mogul Sealings India
Limited’ and a fresh certificate of incorporation was issued on June 14, 2022 by the Registrar of Companies,
Maharashtra at Pune. Its CIN is U29253PN2014PLC152540. Its registered office is situated at 152/223, At
Village Mahalunge, Chakan Talegaon, Road, Tal. Khed, Pune – 410501, Maharashtra, India.

Nature of business

FMSIL is engaged in the business of, inter alia, manufacturing and selling of hot and cold Gaskets, MLS
gaskets and heat shields for automotive and non-automotive engines and equipment under the Clean Air &
Powertrain Solutions division. It also designs, manufactures and sells sealing systems. For details see, “Our
Business” beginning on page 267.

Capital structure

As on the date of this Red Herring Prospectus, the authorized share capital of FMSIL is ₹ 1,50,00,000 divided
into 1,50,00,000 equity shares of ₹ 1 each, and the issued, subscribed, and paid-up equity share capital of
FMSIL is ₹ 8,334,142 divided into 8,334,142 equity shares of ₹1 each.

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Shareholding pattern

As on the date of this Red Herring Prospectus, the shareholding pattern of FMSIL is as follows:

Name of shareholder Number of equity shares of ₹ Percentage of the total equity


1 each held shareholding (%)
Tenneco Clean Air India Limited 7,491,712 89.89
Others- Public shareholders 842,430 10.11
Total 8,334,142 100.00

Financial information

Certain key financial indicators of FMSIL set forth below:


(amount in millions)
Particulars For the three months period ended For the Fiscal
June 30, 2025 June 30, 2024 2025 2024 2023
Equity Share 8.33 8.33 8.33 8.33 8.33
Capital
Net Worth 203.26 125.72 181.58 89.25 87.78
Revenue from 303.78 262.90 1,067.14 1,002.53 1,010.94
operations
Total income 308.13 262.90 1,067.94 1,005.18 1,014.11
Profit/(Loss) 23.65 36.04 93.18 2.84 (13.51)
after tax
Earnings per 2.84 4.32 11.18 0.34 (1.62)
share (Basic)
Earnings per 2.84 4.32 11.18 0.34 (1.62)
share (Diluted)
Total 305.00 340.00 305.00 355.00 380.60
borrowings

Amount of accumulated profits or losses

There are no accumulated profits or losses of FMSIL that have not been accounted for by our Company.

4. Tenneco Automotive India Private Limited (“TAIPL”)

Corporate information

TAIPL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a
certificate of incorporation issued by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi
on January 12, 1998. Its CIN is U34300TZ1998PTC015231. The registered office of TAIPL is 122, SIPCOT
Industrial Complex, Hosur, Tamil Nadu, 635126, India.

Nature of business

TAIPL is engaged in the business of, inter alia, manufacturing of automobile parts and the equipment and
materials in connection with Advanced Ride Technologies (“ART”) division. It designs, manufactures and
sells shock absorbers, struts and advanced suspension systems under the Monroe® brands to OEMs and the
aftermarket. For details see, “Our Business” beginning on page 267.

Capital structure

As on the date of this Red Herring Prospectus, the authorized share capital of TAIPL is ₹ 2,545,000,000
divided into 254,275,000 equity shares of ₹ 10 each, and preference share capital of ₹ 2,250,000 divided
into 22,500 preference shares of ₹ 100 each, and the issued, subscribed, and paid-up equity share capital of
TAIPL is ₹ 1,000,000 divided into 100,000 equity shares of ₹ 10 each.

342
Shareholding pattern

As on the date of this Red Herring Prospectus, the shareholding pattern of TAIPL is as follows:

Name of shareholder Number of equity shares of ₹ 10 Percentage of the total equity


each held shareholding (%)
Tenneco Clean Air India 100,000 100.00
Limited *
Total 100,000 100.00
* One equity share of face value of ₹ 10 each is held by Tenneco (Mauritius) Limited as a nominee of Tenneco Clean Air India Limited.

Financial information

Certain key financial indicators of TAIPL set forth below:


(amount in millions)
Particulars For the three months period ended For the Fiscal
June 30, 2025 June 30, 2024 2025 2024 2023
Equity Share Capital 1.00 1.00 1.00 1.00 1.00
Net Worth 10,604.95 4,924.16 10,219.41 4,520.66 5,736.31
Revenue from operations 5,621.25 5,006.98 20,781.61 18,645.05 17,870.21
Total income 5,880.69 5,134.26 21,123.98 19,188.79 18,417.55
Profit/(Loss) after tax 733.73 531.76 6,878.58 1,430.55 1,632.78
Earnings per share (Basic) 7,337.30 5,317.60 68,785.80 14,305.50 16,327.80
Earnings per share (Diluted) 7,337.30 5,317.60 68,785.80 14,305.50 16,327.80
Total borrowings - - - - 8.62

Amount of accumulated profits or losses

There are no accumulated profits or losses of TAIPL that have not been accounted for by our Company.

Joint Venture

As on the date of this Red Herring Prospectus, our Company does not have any joint venture.

Associate company

As on date, our Company does not have any associate company.

Other Confirmations

Interest in our Company

As on the date of this Red Herring Prospectus, except as disclosed in “Summary of the Offer Document –
Summary of related party transactions” and “Restated Consolidated Financial Information – Note 28 - B.
Related party transactions eliminated during the year while preparing the Restated Consolidated summary
statements” on pages 22 and 455, respectively, our Subsidiaries do not have any: (a) business interest in our
Company; or (b) related business transactions with our Company.

Common pursuits

There are no common pursuits between our Subsidiaries and our Company, as on the date of this Red Herring
Prospectus.

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OUR MANAGEMENT

In accordance with our Articles of Association, our Company is required to have not less than three Directors and
not more than 15 Directors, provided that our Shareholders may appoint more than 15 Directors after passing a
special resolution in a general meeting. As of the date of this Red Herring Prospectus, we have eight Directors on
our Board comprising one Whole-time Director, seven Non-Executive Directors, including three Independent
Directors, of which one is a woman Independent Director.

The following table sets forth details regarding our Board as of the date of this Red Herring Prospectus:

Name, DIN, designation, address, occupation, Age


S.
date of birth, period of directorship and (in Other directorships
No.
current term years)
1. Niranjan Kumar Gupta 54 Indian companies:

DIN: 07806792 Hindustan Unilever Limited

Designation: Chairman and Independent Director Unilever India Limited

Address: Flat no. 703, Tower B, Bestech Park Hindustan Unilever Foundation
View SPA, Sector-47, South City-II, Gurgaon –
122 018, Haryana, India Foreign companies:

Occupation: Service Nil

Current term: For a period of three years with


effect from May 5, 2025

Period of directorship: Director since May 5,


2025

Date of birth: January 30, 1971


2. Arvind Chandrasekharan 55 Nil

DIN: 08721916

Designation: Whole-Time Director and Chief


Executive Officer

Address: Villa no. 91, Embassy Boulevard, VTC:


Hunasamaranahallii, Bengaluru – 562 157,
Karnataka, India

Occupation: Service

Current term: Up to January 31, 2028 and liable


to retire by rotation

Period of directorship: Director since May 5,


2025

Date of birth: January 4, 1970


3. Manavendra Singh Sial 49 Nil

DIN: 11095791

Designation: Non-Executive Director

Address: 800 Wallea DR Menlo Park, CA –


94025, United State of America

Occupation: Service

Current term: Liable to retire by rotation

344
Name, DIN, designation, address, occupation, Age
S.
date of birth, period of directorship and (in Other directorships
No.
current term years)
Period of directorship: Director since May 15,
2025

Date of birth: July 26, 1976


4. Nathan Patrick Bowen 56 Nil

DIN: 11095741

Designation: Non-Executive Director

Address: 23973, Wintergreen Circle, Novi,


Michigan – 48374-3682, United States of America

Occupation: Service

Current term: Liable to retire by rotation

Period of directorship: Director since May 15,


2025

Date of birth: August 29, 1969


5. Prakash Mahesh 53 Nil

DIN: 11095815

Designation: Non-Executive Director

Address: 507, Yucatan Dr Waxhaw, NC 28173-


0417, United States of America

Occupation: Service

Current term: Liable to retire by rotation

Period of directorship: Director since May 15,


2025

Date of birth: January 27, 1972


6. Utsav Baijal 48 Indian companies:

DIN: 02592194 Tezzract Fintech Private Limited

Designation: Non-Executive Director AGM India Advisors Private Limited

Address: Beau Monde Tower, Flat 902, B-Wing, Planetcast Media Services Limited
Appasaheb Marathe Marg, Prabhadevi – 400 025,
Mumbai, Maharashtra, India Planetcast Technologies Limited

Occupation: Service Planetcast Broadcasting Services Limited

Current term: Liable to retire by rotation Clix Capital Services Private Limited

Period of directorship: Director since May 15, AIP Investment Advisors Private Limited
2025
Arcion Revitalization Private Limited
Date of birth: December 11, 1976
JSW Cement Limited

Social Entrepreneurs Foundation India

Foreign companies:

Nil
7. Gopika Pant 65 Indian companies:

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Name, DIN, designation, address, occupation, Age
S.
date of birth, period of directorship and (in Other directorships
No.
current term years)

DIN: 00388675 PayU Payments Private Limited

Designation: Independent Director Ranjit Nanda and Associates Private Limited

Address: 49A, Aradhana, Sector 13, R. K. Puram, Colgate-Palmolive (India) Limited


New Delhi – 110066, India
ABB India Limited
Occupation: Professional
Foreign companies:
Current term: For a period of three years with
effect from May 5, 2025 Nil

Period of directorship: Director since May 5,


2025

Date of birth: August 14, 1960


8. Jaidit Singh Brar 50 Indian companies:

DIN: 10799130 Exide Energy Solutions Limited

Designation: Independent Director Exide Industries Limited

Address: B-5/1402, World Spa West, Sector Tenneco Automotive India Private Limited
30/41, Gurgaon – 122 001, Haryana, India
Foreign companies:
Occupation: Service
Nil
Current term: For a period of three years with
effect from May 5, 2025

Period of directorship: Director since May 5,


2025

Date of birth: February 1, 1975

Brief biographies of our Directors

Niranjan Kumar Gupta is an Independent Director and Chairman of the Board of our Company. He has been
associated with our Company since May 5, 2025. He has pursued a bachelor’s of commerce degree from the
University of Calcutta, Kolkata, West Bengal. He is a qualified chartered accountant having passed the final
examination conducted by the Institute of Chartered Accountants of India in 1994. He has also passed the final
examination conducted by Institute of Cost and Works Accountant as well as by Institute of Company Secretaries
of India. He has over 30 years of experience across different corporates including publicly traded companies. He
is also associated with Hindustan Unilever Limited, in the capacity of chief financial officer and an executive
director, finance on their board of directors. Most recently, he was the chief executive officer of Hero MotoCorp
Limited and previously he was associated with Vedanta Limited covering finance and supply chain roles.
Arvind Chandrasekharan is the Whole-Time Director and Chief Executive Officer of our Company. He has
been associated with our Company since April 21, 2025 as the Chief Executive Officer. He oversees our business
with a focus on strategic growth. He holds a bachelor’s degree of engineering (chemical plant engineering) from
the University of Bombay, Mumbai, Maharashtra and a master’s degree of science in the field of industrial
engineering and management from Oklahoma State University, Oklahoma, USA. Further, he has completed
master of business administration from the University of Michigan, Michigan, USA and also holds a diploma in
quality systems and management from the Narsee Monjee Institute of Management Studies, Mumbai, Maharashtra
in association with National Centre for Quality Management. He was previously associated with Delphi
Corporation (now part of Phinia) in the powertrain, energy and exhaust divisions, Faurecia Exhaust Systems,
WABCO Europe BVBA-SPRL, Minda Corporation Limited, Ashirvad Pipes Private Limited (Aliaxis Group),
Ameya Steel Process Private Limited. He has over 21 years of experience in the automotive sector.

346
Manavendra Singh Sial is a Non-Executive Director of our Company. He has been associated with our Company
since May 15, 2025. He is also the executive vice president and chief financial officer of Tenneco LLC. He holds
a bachelor’s degree of commerce (honours course) from the Sri Ram College of Commerce, University of Delhi,
New Delhi, and he is qualified chartered account. He also has a master’s degree of business administration from
the Fuqua School of Business, Duke University, Durham, USA. Since his graduation in 1996 (being over 25 years
preceding the date of this Red Herring Prospectus), he has been associated with several organizations in different
periods of time and has experience across finance and publicly traded companies. Such organizations include,
Fluence Energy, Inc. (where he was associated as the senior vice president and chief financial officer), SunPower
Corporation (where he was associated as the executive vice president and chief financial officer), SunEdison, Inc.
(where he was associated as the senior vice president finance), Vectra Co. (where he was associated as the
executive vice president and chief financial officer), GE Energy Parts, GE Power Systems, GE International, Inc.,
and Arthur Anderson and Associates.
Prakash Mahesh is a Non-Executive Director of our Company. He has been associated with our Company since
May 15, 2025. He is also the executive vice president and president, performance solutions of Tenneco LLC. He
holds a bachelor’s degree of engineering (electrical and electronics engineering) from PSG College of
Technology, Coimbatore, Tamil Nadu in 1994 and a master’s degree of science from Drexel University,
Philadelphia, USA in 1996. He also holds a master’s degree of business administration from California Coast
University, Santa Ana, USA in 2016. Since his post-graduation in 1996 (being almost 29 years preceding the date
of this Red Herring Prospectus), he has been associated with several organizations in different periods of time and
has experience across industrial and automotive manufacturing and IT solutions. Such organizations include, ATS
Automation (where he was associated as the group executive (life sciences)), Ametek, Inc. (where he was
associated as the vice president and general manager (power systems and instruments division)), Closure Systems
International, Inc. (where he was associated as the vice president global marketing and business development),
Tegrant Corporation, Hospira, GE Healthcare, Vital Works, IDX Systems Corporation and Draw Computing
Associates, Inc.
Nathan Patrick Bowen is a Non-Executive Director of our Company. He has been associated with our Company
since May 15, 2025. He is also the executive vice president and group president (clean air, powertrain and
champion) at Tenneco LLC. He holds a bachelor’s degree of science in business administration from the Central
Michigan University, Michigan, USA and a master’s degree of business administration from the Grand Valley
State University, Michigan, USA. He was previously associated with Yanfeng Global Automotive Interior
Systems Co. Ltd and Johnson Controls, Inc in strategic roles in finance and general management. He has over 24
years of experience in the automotive industry.
Utsav Baijal is a Non-Executive Director of our Company. He has been associated with our Company since May
15, 2025. He holds a bachelor’s degree of arts (honours course) from University of Delhi, New Delhi and post
graduate degree in management from the Indian Institute of Management, Ahmedabad, Gujarat. He is currently
associated with Apollo Global Management, Inc. as a partner. He was previously associated with McKinsey &
Company and Bain Capital, LLC. He has over 24 years of experience in private equity and consulting.
Gopika Pant is an Independent Director of our Company. She has been associated with our Company since May
5, 2025. She is an alumna of St. Stephens College, University of Delhi, New Delhi. She holds a bachelor’s degree
in law from the University of Delhi, New Delhi and a master’s degree of laws from Columbia University, New
York, USA. She also holds a diploma in environment law from Centre for Environmental Law, World Wide Fund
for Nature – India. She is a qualified lawyer for over 39 years, and was admitted to the Bar Council of Delhi in
1985, the Supreme Court Bar Association, India in 1995 and the Supreme Court of the State of New York in 1987.
She has previously been associated with various law firms and is currently a managing partner at Indian Law
Partners.
Jaidit Singh Brar is an Independent Director of our Company. He has been associated with our Company since
May 5, 2025. He holds a post graduate diploma in management from IIM Calcutta, West Bengal. He was
previously associated with McKinsey & Company India LLP as a senior partner and has over 20 years of
experience in consulting.
Terms of appointment of our Whole-Time Director and Chief Executive Officer

Arvind Chandrasekharan

Pursuant to the appointment letter dated April 7, 2025, Board resolution dated May 5, 2025 and a special resolution
of our Shareholders passed at their meeting held on May 15, 2025, the compensation payable to our Whole-Time

347
Director and Chief Executive Officer, with effect from May 5, 2025, is as follows:

S.No. Particulars Amount (in ₹ million)


1. Basic salary 23.55
2. House rent allowance 11.78
3. Conveyance allowance 0.02
4. Special allowance 5.56
5. Gross Salary (A) 40.91
6. Leave travel reimbursement (B) 0.1
7. Provident fund contribution (Employer) 2.83
8. Gratuity 1.13
9. Corporate employee insurance 0.03
10. Sub-total (C) 3.99
11. Gross cost to Company (D=A+B+C) 45.00
12. Annual incentive plan: 50% of (D) 20.51
13. Car lease cost 1.50
14. Driver salary 0.42
15. Sub-total (E) 22.43
16. Total cost to Company (A+B+C+D+E) 67.43

Severance payment: Further, our Whole-Time Director and Chief Executive Officer is also entitled to receive
severance payment equal to one year's gross salary plus the target bonus, subject to applicable taxes and
withholdings, in the event of termination of employment by the Company other than for cause as defined in the
appointment letter.

Bonus component: Arvind Chandrasekharan is entitled to receive a sign-on bonus of ₹ 25.00 million, subject to
income tax deductions, payable as per our Company’s policy. He shall further be entitled to a one-time lump sum
payment of ₹8.55 million payable at the end of the first year of employment and upon successful completion of
the Offer.

Reimbursement: He is also entitled to claim reimbursement of education fees of up to ₹ 6.50 million per annum.

Terms of appointment of our Independent Directors and Non-Executive Directors


Pursuant to (a) appointment letters dated May 5, 2025, (b) resolutions passed by our Board on May 5, 2025, and
(c) and special resolutions of our Shareholders passed at their meeting held on May 15, 2025, our Independent
Directors, (i) Jaidit Singh Brar and Gopika Pant, are each entitled to receive a compensation of ₹ 8.50 million per
annum, and (ii) Niranjan Kumar Gupta is entitled to receive a compensation of ₹ 10.00 million per annum;
comprising of the sitting fees for each meeting of the Board and the committee(s) that they are a member of and
attend; and an annual profit related commission, which amount shall be payable by our Company in four equal
instalments on the expiry of each quarter of a Fiscal, in terms of the appointment letters executed with each of
such Independent Directors.

Our Non-Executive Directors, Manavendra Singh Sial, Nathan Patrick Bowen, Prakash Mahesh, and Utsav Baijal
were appointed pursuant to (a) resolutions passed by our Board on May 15, 2025, and (c) special resolutions of
our Shareholders passed at their meeting held on May 15, 2025. Our Non-Executive Directors are not entitled to
receive any compensation (including any sitting fees).

Payment or benefit to Directors

Details of the compensation paid to the Directors by our Company and its Subsidiaries in Fiscal 2025 are disclosed
below:

1. Compensation paid to our Whole-Time Director and Chief Executive Officer

Since our Whole-Time Director and Chief Executive Officer was appointed in Fiscal 2026, he was not paid any
compensation in Fiscal 2025.

2. Compensation paid to our Non-Executive Directors

Since our Non-Executive Directors were appointed in Fiscal 2026, they were not paid any compensation in Fiscal
2025.

348
Contingent or deferred compensation payable to our Directors

No contingent or deferred compensation was accrued or payable to any of our Directors for Fiscal 2025.

Relationship between our Directors

None of our Directors are related to each other.

Shareholding of our Directors in our Company

Our Articles of Association do not require our Directors to hold qualification shares. Further, none of our Directors
hold any Equity Shares in our Company, as on the date of this Red Herring Prospectus.

Arrangement or understanding with major Shareholders, customers, suppliers or others

None of our Directors have been appointed pursuant to any arrangement or understanding with major
Shareholders, customers, suppliers or others.

Loans to our Directors

As of the date of this Red Herring Prospectus, no loans have been availed by our Directors from our Company.

Service contracts with Directors

Except for the benefits available to Arvind Chandrasekharan, our Whole-Time Director and Chief Executive
Officer, as disclosed in “- Terms of appointment of our Whole-Time Director and Chief Executive Officer” on
page 347 above, our Company has not entered into any service contracts with our Directors providing for benefits
upon termination of their employment.

Bonus or profit-sharing plan for our Directors

Our Company does not have a bonus or profit-sharing plan to which our Directors are a party.

Interest of Directors

1. Our Directors may be deemed to be interested to the extent of (i) compensation payable to them and other
benefits, if any, to which they are entitled in accordance with the terms of their appointment or reimbursement
of expenses incurred by them during the ordinary course of business by our Company, (ii) transactions entered
into in the ordinary course of business with companies in which our Directors hold directorship, and (iii) their
directorships on the board of directors of our Subsidiaries, as applicable.

2. None of our Directors have any interest in the promotion or formation of our Company.

3. Our Directors have no interest in any property acquired by our Company or proposed to be acquired of our
Company or by our Company, as of the date of this Red Herring Prospectus.

4. No sum has been paid or agreed to be paid to our Directors or to such firm or company in cash or shares or
otherwise by any person either to induce them to become, or to help them qualify as a Director, or otherwise
for services rendered by them or by the firm or company in which they are interested, in connection with the
promotion or formation of our Company.

5. None of our Directors have any interest in any transaction by our Company for acquisition of land,
construction of building or supply of machinery, etc.

Confirmations

None of our Directors is or was a director of any listed company during the five years immediately preceding the
date of this Red Herring Prospectus, whose shares have been or were suspended from being traded on any of the
stock exchanges during the term of their directorship in such company.

None of our Directors is or was a director of any listed company which has been or was delisted from any stock

349
exchange during the term of their directorship in such company.

Changes in the Board during the last three years

The changes to our Board during the three years immediately preceding the date of this Red Herring Prospectus
are set forth below:

S. No. Name Effective date of change Reason


1. Manvendra Singh Sial May 15, 2025 Appointment as a Non-Executive Director
2. Nathan Patrick Bowen May 15, 2025 Appointment as a Non-Executive Director
3. Prakash Mahesh May 15, 2025 Appointment as a Non-Executive Director
4. Utsav Baijal May 15, 2025 Appointment as a Non-Executive Director
5. Nadella Phani Kishor Rao May 15, 2025 Resignation as a director due to personal reasons
6. Digambar Jagannath May 15, 2025 Resignation as a director due to personal reasons
Parkhi
7. Gangasagar Neminath May 15, 2025 Resignation as a director due to personal reasons
Hemade
8. Rishi Verma May 15, 2025 Resignation as a director due to personal reasons
9. Niranjan Kumar Gupta May 5, 2025 Appointment as an Independent Director
10. Arvind Chandrasekharan May 5, 2025 Appointment as the Whole-Time Director and Chief
Executive Officer
11. Gopika Pant May 5, 2025 Appointment as an Independent Director
12. Jaidit Singh Brar May 5, 2025 Appointment as an Independent Director

Borrowing powers of our Board

In accordance with our Articles of Association, the Board may, from time to time, at its discretion by resolution
passed at the meeting of a Board (i) borrow monies by way of issuance of debentures or bonds or debenture stock;
(ii) borrow money otherwise than on debentures or bonds by way of any mortgage or charge or other security on
the undertaking of the whole or any part of the property, undertaking of the Company, subject to the provisions
of Sections 73, 179 and 180 and any other applicable provisions of the Companies Act.

Corporate governance

Our Company is in compliance with the requirements of the applicable regulations, including the SEBI Listing
Regulations (as applicable to equity listed companies), the Companies Act and the SEBI ICDR Regulations, in
respect of corporate governance, including in relation to the constitution of our Board and committees thereof.

Committees of our Board

In addition to the committees of our Board described below, our Board may constitute committees for various
functions from time to time.

Audit Committee

The Audit Committee was constituted pursuant to a resolution passed by our Board at its meeting held on May
15, 2025. The composition and terms of reference of the Audit Committee are in compliance with Section 177
and other applicable provisions of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The
Audit Committee currently comprises:

1. Jaidit Singh Brar (Chairperson);


2. Niranjan Kumar Gupta; and
3. Manavendra Singh Sial

Scope and terms of reference

The Audit Committee shall be responsible for, among other things, as may be required by the relevant stock
exchange(s) in India where the Equity Shares of the Company are proposed to be listed (the “Stock Exchanges”)
from time to time, the following:

350
Powers of Audit Committee

The Audit Committee shall have powers, including the following:

(a) to investigate any activity within its terms of reference;


(b) to seek information from any employee;
(c) to obtain outside legal or other professional advice from external sources;
(d) to secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed under
the Companies Act, 2013 (together with the rules thereunder) and SEBI Listing Regulations; and
(e) such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

Role of Audit Committee

The role of the Audit Committee shall include the following:

(a) overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure
that its financial statements are correct, sufficient and credible.

(b) recommending to the Board the appointment, re-appointment, replacement, remuneration and terms of
appointment of the auditors of the Company.

(c) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process.

(d) approving payments to the statutory auditors for any other services rendered by the statutory auditors.

(e) reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:

• matters required to be included in the director’s responsibility statement to be included in the Board’s
report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act 2013;
• changes, if any, in accounting policies and practices and reasons for the same;
• major accounting entries involving estimates based on the exercise of judgment by management;
• significant adjustments made in the financial statements arising out of audit findings;
• compliance with listing and other legal requirements relating to financial statements;
• disclosure of any related party transactions; and
• qualifications and modified opinion(s) in the draft audit report.

(f) reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission
to the Board for approval.

(g) reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the issue document / prospectus / notice and the report submitted by the monitoring agency monitoring the
utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement,
and making appropriate recommendations to the Board to take up steps in this matter.

(h) granting approval for the transactions of the Company with related parties and any subsequent modification
thereto and omnibus approval for related party transactions proposed to be entered into by the Company,
subject to the conditions as may be prescribed, by the independent directors who are members of the Audit
Committee.

(i) recommending criteria for omnibus approval or any changes to the criteria for approval of the Board, granting
omnibus approval for related party transactions proposed to be entered into by the Company for every
financial year as per the approved criteria, reviewing transactions pursuant to omnibus approval, and making
recommendation to the Board, where Audit Committee does not approve transactions other than the
transactions falling under Section 188 of the Companies Act, 2013.

(j) approval of related party transactions to which the subsidiary(ies) of the Company is a party but the Company
is not a party, if the value of such transaction whether entered into individually or taken together with previous

351
transactions during a financial year exceeds 10% of the annual consolidated turnover as per the last audited
financial statements of the Company, subject to such other conditions prescribed under the SEBI Listing
Regulations.

(k) scrutiny of inter-corporate loans and investments.

(l) valuation of undertakings or assets of the Company, wherever it is necessary.

(m) evaluation of internal financial controls and risk management systems.

(n) establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances.

(o) overseeing the vigil mechanism established by the Company, with the chairperson of the Audit Committee
directly hearing grievances of victimization directors, who used vigil mechanism to report genuine concerns
in appropriate and exceptional cases.

(p) reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the
internal control systems.

(q) reviewing the adequacy of internal audit function if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure and frequency of
internal audit.

(r) discussing with internal auditors on any significant findings and follow up thereon.

(s) reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board.

(t) discussing with statutory auditors, (i) before the audit commences, the nature and scope of audit and (ii) post-
audit, any areas of concern.

(u) examining the reasons for defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors.

(v) reviewing the functioning of the whistle blower mechanism.

(w) approving the appointment of the chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate.

(x) reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary
exceeding INR 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments.

(y) considering and commenting on the rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders.

(z) reviewing the financial statements of the subsidiaries of the Company, in particular, the investments made by
an unlisted subsidiary (if any).

(aa) approving the disclosure of the key performance indicators to be disclosed in the documents in relation to the
initial public offer of the equity shares of the Company; and

(bb) carrying out any other functions required to be carried out by the Audit Committee as may be decided by the
Board and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other
applicable law, as amended from time to time.

The Audit Committee shall mandatorily review the following information:

352
(a) management discussion and analysis of financial condition and results of operations of our Comapny;

(b) management letters / letters of internal control weaknesses issued by the statutory auditors;

(c) internal audit reports relating to internal control weaknesses;

(d) the appointment, removal and terms of remuneration of the chief internal auditor; and

(e) statement of deviations, including:

• quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to


stock exchange(s) in terms of regulation 32(1) of the SEBI Listing Regulations; and

• annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/
notice, in terms of regulation 32(7) of the SEBI Listing Regulations.

The Audit Committee shall meet at least four times a year with maximum interval of 120 days between two
consecutive meetings, and shall have the authority to investigate into any matter in relation to the items specified
under the terms of reference or such other matter as may be referred to it by the Board and for this purpose, shall
have full access to information contained in the records of the Company and shall have power to seek information
from any employee, obtain external professional advice and secure attendance of outsiders with relevant expertise
if necessary.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted pursuant to a resolution passed by our Board at
its meeting held on May 15, 2025. The composition and terms of reference of the Nomination and Remuneration
Committee are in compliance with Section 178 and other applicable provisions of the Companies Act and
Regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee currently
comprises:

1. Gopika Pant (Chairperson);


2. Jaidit Singh Brar; and
3. Manavendra Singh Sial

Scope and terms of reference:

The Nomination and Remuneration Committee shall be responsible for, among other things, the following:

(a) formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and
other employees (“Remuneration Policy”).

(b) for every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may:

• use the services of external agencies, if required,


• consider candidates from a wide range of backgrounds, having due regard to diversity, and
• consider the time commitments of the candidates.

(c) formulating the criteria for evaluation of the performance of independent directors and the Board.

(d) devising a policy on diversity of the Board.

(e) identifying persons, who are qualified to become directors or who may be appointed in senior management
in accordance with the criteria laid down, recommending to the Board their appointment and removal.

353
(f) determining whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors.

(g) recommending to the Board, all remuneration, in whatever form, payable to senior management.

(h) while formulating the Remuneration Policy, ensuring that:

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks;


and

• remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working
of the Company and its goals;

(i) performing such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, as amended, including the following:

• Administering the employee stock option plans of the Company, as may be required;
• Determining the eligibility of employees to participate under the employee stock option plans of the
Company;
• granting options to eligible employees and determining the date of grant;
• determining the number of options to be granted to an employee;
• determining the exercise price under the employee stock option plans of the Company;
• construing and interpreting the employee stock option plans of the Company and any agreements
defining the rights and obligations of the Company and eligible employees under the employee stock
option plans of the Company, and prescribing, amending and/or rescinding rules and regulations
relating to the administration of the employee stock option plans of the Company; and

(j) carrying out any other activities as may be delegated by the Board, functions required to be carried out by the
Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing
Regulations or any other applicable law, as amended from time to time.

The Nomination and Remuneration Committee is required to meet at least once every year in accordance with the
SEBI Listing Regulations.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was constituted pursuant to a resolution passed by our Board at its
meeting held on May 15, 2025, in compliance with Section 178 of the Companies Act and Regulation 20 of the
SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently comprises:

1. Jaidit Singh Brar (Chairperson);


2. Niranjan Kumar Gupta; and
3. Arvind Chandrasekharan

Scope and terms of reference

The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required
under applicable law, the following:

(a) considering and looking into various aspects of interest of shareholders, debenture holders and other security
holders.

(b) resolving the grievances of the security holders of the Company including complaints related to

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transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings, etc.

(c) review of measures taken for effective exercise of voting rights by shareholders.

(d) review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the registrar and share transfer agent.

(e) review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the
shareholders of the Company; and

(f) carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as
contained in the Companies Act, 2013 or the SEBI Listing Regulations or any other applicable law, as and
when amended from time to time.

The Stakeholders’ Relationship Committee is required to meet at least once in a year in accordance with the SEBI
Listing Regulations.

Risk Management Committee

The Risk Management Committee was constituted pursuant to a resolution passed by our Board at its meeting
held on May 15, 2025, in compliance with Regulation 21 of the SEBI Listing Regulations. The Risk Management
Committee currently comprises:

1. Gopika Pant (Chairperson);


2. Utsav Baijal; and
3. Nathan Patrick Bowen

The role and responsibility of the Risk Management Committee shall be as follows:

(a) reviewing, assessing and formulating the risk management system and policy of the Company from time to
time and recommending amendment(s) or modification(s) thereof, which shall include:

• framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined by the Risk Management
Committee.
• measures for risk mitigation including systems and processes for internal control of identified risks.
• business continuity plan;

(b) ensuring that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company.

(c) monitoring and overseeing implementation of the risk management policy, including evaluating the
adequacy of risk management systems.

(d) periodically reviewing the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity.

(e) keeping the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken.

(f) reviewing the appointment, removal and terms of remuneration of the chief risk officer (if any).

(g) implementing and monitoring policies and/or processes for ensuring cyber security.

(h) coordinating its activities with other committees, in instances where there is any overlap with activities of
such committees, as per the framework laid down by the board of directors; and

355
(i) such other terms of reference and activities as may be delegated by the Board and/or prescribed under the
SEBI Listing Regulations or other applicable law.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was re-constituted pursuant to a resolution passed by our Board
at its meeting held on May 15, 2025. The composition and terms of reference of the Corporate Social
Responsibility Committee are in compliance with Section 135 and other applicable provisions of the Companies
Act. The Corporate Social Responsibility Committee currently comprises:

1. Niranjan Kumar Gupta (Chairperson);


2. Gopika Pant; and
3. Prakash Mahesh

Scope and terms of reference:

The Corporate Social Responsibility Committee shall be responsible for, among other things, the following:

(a) formulating and recommending to the Board the corporate social responsibility policy of the Company,
including any amendments thereto, in accordance with Schedule VII of the Companies Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”), each as amended, and
making revisions as and when decided by the Board.

(b) identifying corporate social responsibility policy partners and corporate social responsibility policy
programmes.

(c) reviewing and recommending the amount of expenditure to be incurred on the activities referred to in clause
(a) and the distribution of the same to various corporate social responsibility programs undertaken by the
Company.

(d) reviewing and monitoring the implementation of corporate social responsibility policy of the Company and
issuing necessary directions as required for proper implementation and timely completion of corporate social
responsibility programmes.

(e) performing such other duties and functions as the Board may require the corporate social responsibility
committee to undertake to promote the corporate social responsibility activities of the Company.

(f) formulating and recommending to the Board, an annual action plan in pursuance of Corporate Social
Responsibility Policy, which shall include the following:

• the list of Corporate Social Responsibility projects or programmes that are approved to be undertaken in
areas or subjects specified in the Schedule VII of the Companies Act;
• the manner of execution of such projects or programmes as specified in Rule 4 of the CSR Rules;
• the modalities of utilization of funds and implementation schedules for the projects or programmes;
• monitoring and reporting mechanism for the projects or programmes; and
• details of need and impact assessment, if any, for the projects undertaken by the Company.

(j) Provided that the Board may alter such plan at any time during the financial year, as per the recommendations
of the Corporate Social Responsibility Committee, based on the reasonable justification to that effect; and

(k) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of
the Board or as may be directed by the Board from time to time and/or as may be required under applicable
law, as and when amended from time to time.

356
Management organization structure

357
Key Managerial Personnel

In addition to Arvind Chandrasekharan, our Whole-Time Director and Chief Executive Officer, whose details are
provided in “– Brief biographies of our Directors” on page 346, the details of our Key Managerial Personnel as
of the date of this Red Herring Prospectus are set out below:

Mahender Chhabra is the Chief Financial Officer of our Company. He is responsible for financial strategy and
operations, compliance and overall financial performance of our Company. He has been associated with our
Company since June 5, 2025. He holds a bachelor’s degree of commerce from Maharshi Dayanand University,
Rohtak, Haryana and is a member of the Institute of Chartered Accountants of India. He has over 27 years of
experience and has previously been associated with Motherson Sumi Wiring India Limited, HMD Mobile India
Private Limited as their chief financial officer, Microsoft Corporation (India) Private Limited as the group
controller and Bharti Airtel Limited as the general manager – finance, Pepsi Foods Limited, Nokia India Private
Limited and Nokia India Sales Private Limited. Since he joined our Company in Fiscal 2026, he has not been paid
any remuneration from our Company in Fiscal 2025.
Roopali Singh is the Company Secretary and Compliance Officer of our Company. She is also appointed as the
General Counsel of our Company. She is responsible for discharging secretarial functions of our Company and
for ensuring compliance by our Company with applicable managerial, secretarial and legal requirements. She has
been appointed as our general counsel, Company Secretary and Compliance Officer since August 1, 2025. She
has passed the examination for the bachelor of laws degree from Chaudhary Charan Singh University, Meerut.
She also holds a master’s diploma in business administration from the Symbiosis Institute of Management Studies
(through Symbiosis Centre for Distance Learning). She is an associate of the Institute of Company Secretaries of
India. She has previously been associated with Whirlpool of India Limited, as the vice president- legal and
company secretary, Carlsberg India Private Limited, Times Internet Limited, SMS Demag Private Limited and
Sai Service Station Limited. She has over 20 years of experience across different corporates including a publicly
traded company. Since she joined our Company in Fiscal 2026, she has not been paid any remuneration from our
Company in Fiscal 2025.
Senior Management

In addition to Mahender Chhabra, our Chief Financial Officer and Roopali Singh, our Company Secretary and
Compliance Officer, whose details are provided in “- Key Managerial Personnel” on page 358 above, the details
of other members of our Senior Management in terms of SEBI ICDR Regulations, as on the date of this Red
Herring Prospectus are set out below:

Rishi Verma is the President – India of our Company. He is responsible for leading business operations for our
Clean Air & Powertrain Solutions and Advanced Ride Technologies business divisions. He has been associated
with our Company since April 26, 2019 and with the Tenneco Group since August 1, 2007. He holds a bachelor’s
degree of technology in metallurgical engineering from the Indian Institute of Technology, Roorkee, Uttarakhand.
He has been previously associated with, National Engineering Industries Limited, Dana India Technical Centre
Private Limited, and Walker Exhaust India Private Limited. In Fiscal 2025, he received an aggregate
compensation of ₹ 55.05 million from our Company.
R C Subramaniam is the Executive Director and General Manager – ART of our Material Subsidiary, TAIPL.
He is responsible for leading business operations for our Advanced Ride Technologies business division. He has
been associated with TAIPL since January 19, 2009. He holds a bachelor’s degree of science (chemistry honors)
from Vinoba Bhave University, Hazaribagh, Jharkhand and a master’s degree of business administration from
Indian Institute of Bombay, Mumbai, Maharashtra upon the recommendation of senate and Washington
University in St. Louis. He is also a member of the Institute of Cost Accountants of India. He has been previously
associated with, General Motors India Private Limited, International Auto Limited, Saint-Gobain Glass India
Limited, Litaka Pharmaceuticals Limited, Balmer Lawrie & Company Limited, Garware-Wall Ropes Limited,
and Frito-Lay India. In Fiscal 2025, he received an aggregate compensation of ₹ 32.81 million from TAIPL.
Bapu Shivaji Kumbhar is the Director – Clean Air Engineering of our Company. He is responsible for leading
engineering function for Clean Air Solutions business in our Company. He has been associated with our Company
since April 26, 2019 and with the Tenneco Group since December 25, 2009. He holds a bachelor’s degree of
engineering (mechanical) from Shivaji University, Kolhapur, Maharashtra. He has been previously associated
with, Grupo Antolin Pune Private Limited, LML Limited, and Tractors and Farms Equipment Limited. In Fiscal
2025, he received an aggregate compensation of ₹ 9.04 million from our Company.

358
Sankar Babu Sampangiappa is the Director – ART Engineering of our Material Subsidiary, TAIPL. He is
responsible for engineering function for our Advanced Ride Technologies business division. He has been
associated with TAIPL since October 18, 2007. He has pursued bachelor’s degree of technology (mechanical)
from Institute of Advance Studies in Education, Sardarshahr, Rajasthan. He also holds a master’s degree of
business administration from Sikkim Manipal University, Gangtok, Sikkim. He has also completed diploma
course in mechanical engineering from Adhiyamaan Polytechnic, Hosur, Tamil Nadu and State Board of
Technical Education and Training. He has been previously associated with Bharat Technologies Auto
Components Limited, Minda HUF Limited, AISIN NTTF Private Limited and Renowned Auto Products MFRS
Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 7.54 million from our Material Subsidiary,
TAIPL.

Status of Key Managerial Personnel and Senior Management

Except R C Subramaniam and Sankar Babu Sampangiappa who are permanent employees of TAIPL, our Material
Subsidiary, all other Key Managerial Personnel and members of Senior Management are permanent employees
of our Company.

Relationship between our Key Managerial Personnel, Senior Management and Directors

None of our Key Managerial Personnel and Senior Management are related to each other or to the Directors of our
Company.

Shareholding of Key Managerial Personnel and Senior Management in our Company

None of our Key Managerial Personnel and Senior Management hold any Equity Shares in our Company, as on
the date of this Red Herring Prospectus.

Bonus or profit-sharing plan of our Key Managerial Personnel and Senior Management

None of our Key Managerial Personnel or Senior Management is a party to any bonus or profit-sharing plan by
our Company.

Arrangement or understanding with major shareholders, customers, suppliers or others

There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to
which any of our Key Managerial Personnel or Senior Management were selected as members of our management.

Interest of Key Managerial Personnel and Senior Management

Except as disclosed in “- Interest of Directors” on page 349, our Key Managerial Personnel and Senior
Management do not have any interests in our Company, other than to the extent of the (i) compensation or
incentives, if any, to which they are entitled in accordance with the terms of their appointment or reimbursement
of expenses incurred by them during the ordinary course of business by our Company or Material Subsidiary, as
applicable.

Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management

No deferred or contingent compensation was accrued or payable to any of our Key Managerial Personnel or Senior
Management in Fiscal 2025.

Changes in the Key Managerial Personnel and Senior Management during the last three years

Other than as disclosed in “- Changes in the Board in the last three years” on page 350, the changes in the Key
Managerial Personnel and Senior Management in the preceding three years are as follows:

Name Date of Change Reason for Change


Roopali Singh August 1, 2025 Appointment as Company Secretary and Compliance Officer
Garima Sharma July 31, 2025 Resignation as company secretary due to personal reasons
Mahender Chhabra June 5, 2025 Appointment as the Chief Financial Officer
Garima Sharma May 5, 2025 Appointment as the Company Secretary and Compliance
Officer

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Name Date of Change Reason for Change
Priya Dekate May 5, 2025 Resignation as company secretary due to personal reasons
Priya Dekate September 29, 2022 Appointment as company secretary

Payment or benefit to Key Managerial Personnel and Senior Management

No amount or benefit has been paid or given within two years preceding the date of this Red Herring Prospectus
or is intended to be paid or given to any officers of our Company, including our Key Managerial Personnel and
Senior Management, other than normal remuneration, for services rendered as officers of our Company, and as
disclosed in “- Terms of appointment of our Whole-Time Director and Chief Executive Officer” and “Restated
Consolidated Financial Information – Note 28– Related Party Disclosures”, on pages 347 and 446.

Service contracts with Key Managerial Personnel and Senior Management

Except as disclosed under “- Terms of appointment of our Whole-Time Director and Chief Executive Officer”
on page 347 and other than statutory benefits upon termination of employment or retirement, our Company has
not entered into any service contracts with our Key Managerial Personnel/ Senior Management providing for
benefits upon termination of their employment.

Employee stock option scheme

For details of our employee stock option scheme, see “Capital Structure – Notes to Capital Structure - Employee
Stock Option Scheme” on page 160.

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OUR PROMOTERS AND PROMOTER GROUP

Our Promoters

As on the date of this Red Herring Prospectus, the following are the Promoters of our Company:

1. Tenneco Mauritius Holdings Limited;


2. Tenneco (Mauritius) Limited;
3. Federal-Mogul Investments B.V.;
4. Federal-Mogul Pty Ltd; and
5. Tenneco LLC.

As on the date of this Red Herring Prospectus, our Promoters hold an aggregate of 392,521,185* Equity Shares
of face value of ₹10 each, comprising 97.25% of the pre-Offer issued, subscribed and paid-up Equity Share capital
of our Company. For further details, see “Capital Structure – History of build-up of the Promoters’ shareholding
in our Company” on page 153.

*This includes five Equity Shares of face value of ₹ 10 each of our Company held by Tenneco Mauritius Holdings Limited through its nominees,
as follows:
(c)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Investments B.V., Federal-Mogul Pty Ltd
and Tenneco LLC, Promoters of our Company; and
(d)
one Equity Share of face value of ₹ 10 each of our Company held by each of Federal-Mogul Vermogensverwaltungs GMBH and Federal-
Mogul Holdings, Ltd., members of our Promoter Group.

Details of our Promoters

1. Tenneco Mauritius Holdings Limited (“TMHL”)


Corporate information

TMHL was incorporated as a private company limited by shares under the laws of Mauritius on September 22,
1999, having company no. 23063/5187. Its registered office is located at C/o IQEQ Corporate Services (Mauritius)
Limited, 33 Edith Cavell Street, Port Louis - 11324, Mauritius.

As on the date of this Red Herring Prospectus, the equity shares of TMHL are not listed on any stock exchange.

Nature of business

TMHL is engaged in investment holding activities.

Change in activities

There has been no change in business activities of TMHL from the date of its incorporation.

Board of directors

The board of directors of TMHL as on the date of this Red Herring Prospectus is as follows:

Sr. No. Name of the Director Designation


1. Jens Uwe Boeck Director
2. Nawsheen Khodabux Director
3. Shafiiq-Ur-Rahmaan Soyfoo Director

Shareholding pattern

The shareholding pattern of TMHL as on the date of this Red Herring Prospectus is as follows:

Number of shares of USD


Sr. No Name Of Shareholders Shareholding (%)
1 each
1. Tenneco Global Holdings LLC 29,596,105 100.00
Total 29,596,105 100.00

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Details of change in control

There has been no change in the control of TMHL in the last three years preceding the date of this Red Herring
Prospectus.

Promoter of Promoter

As on the date of this Red Herring Prospectus, the only shareholder of TMHL is Tenneco Global Holdings LLC
with 100% shareholding, which is ultimately and wholly owned, indirectly, by Tenneco LLC. Tenneco Global
Holdings LLC is a limited liability company organized under the laws of the State of Delaware having an
Employer Identification Number 76-0450674, and its registered office is located at 1521 Concord Pike Suite 201,
Wilmington, Delaware 19803 USA. Presently, no natural person holds 15% or more of the voting rights in
Tenneco Global Holdings LLC.

Further, as a limited liability company, Tenneco Global Holdings LLC does not have a board of directors and is
managed by its sole member, Tenneco International Holdings LLC.

2. Tenneco (Mauritius) Limited (“TML”)


Corporate information

TML was incorporated as ‘Thibault Investments Limited’ a private company limited by shares under the laws of
Mauritius on May 4, 1995, having company no. 14632/1837. Subsequently, it changed its name to ‘Tenneco
(Mauritius) Limited’ pursuant to certificate of incorporation dated April 23, 1996. Its registered office is located
at c/o IQ EQ Corporate Services (Mauritius) Limited, 33 Edith Cavell Street, 11324 Port Luis, Mauritius.

As on the date of this Red Herring Prospectus, the equity shares of TML are not listed on any stock exchange.

Nature of business

TML is engaged in investment holding activities.

Change in activities

There has been no change in business activities of TML from the date of its incorporation.

Board of directors

The board of directors of TML, as on the date of this Red Herring Prospectus is as follows:

Sr. No. Name of the Director Designation


1. Jens Uwe Boeck Director
2. Nawsheen Khodabux Director
3. Shafiiq-Ur-Rahmaan Soyfoo Director

Shareholding pattern

The shareholding pattern of TML as on the date of this Red Herring Prospectus is as follows:

Number of shares of USD


Sr. No Name Of Shareholders Shareholding (%)
1 each
1. Tenneco Mauritius Holding Limited 8,717,469 100.00
Total 8,717,469 100.00

Details of change in control

There has been no change in the control of TML in the last three years preceding the date of this Red Herring
Prospectus.

Promoter of Promoter

As on the date of this Red Herring Prospectus, the only shareholder of TML is TMHL with 100% shareholding,
which is ultimately and wholly owned, indirectly, by Tenneco LLC. Presently, no natural person holds 15% or
more of the voting rights in TMHL. For details of the board of directors and other details in relation to TMHL,

362
see “-Tenneco Mauritius Holdings Limited (“TMHL”)” above on page 362.

3. Federal-Mogul Investments B.V. (“FM Investments B.V.”)


Corporate information

FM Investments B.V. was incorporated as a private limited company under the laws of Netherlands on March 9,
1998, having company no. 33300840. Its registered office is located at Prins Mauritslaan 37, 1171LP,
Badhoevedrop, Netherlands.

As on the date of this Red Herring Prospectus, the equity shares of FM Investments B.V. are not listed on any
stock exchange.

Nature of business

FM Investments B.V. is engaged in the business of financial holdings.

Change in activities

There has been no change in business activities of FM Investments B.V. from the date of its incorporation.

Board of directors

The board of directors of FM Investments B.V. as on the date of this Red Herring Prospectus is as follows:

Sr. No. Name of the director Designation


1. Kevin Bank Director
2. Bart Rene Rita Putzeys Director
3. Christoph Henrik Narten Director

Shareholding pattern

The shareholding pattern of FM Investments B.V. as on the date of this Red Herring Prospectus is as follows:

Number of shares of EUR


Sr. No Name of shareholders Shareholding (%)
455 each
1. Coöperatief Federal-Mogul Dutch Investments 20,411 100.00
B.A.
Total 20,411 100.00

Details of change in control

There has been no change in the control of FM Investments B.V. in the last three years preceding the date of this
Red Herring Prospectus.

Promoter of Promoter

As on the date of this Red Herring Prospectus, the only shareholder of FM Investments B.V. is Coöperatief
Federal-Mogul Dutch Investments B.A. with 100% shareholding, which is ultimately and wholly owned,
indirectly, by Tenneco LLC. Coöperatief Federal-Mogul Dutch Investments B.A. is a private cooperative
incorporated under the laws of the Netherlands having a registration with the Netherlands Chamber of Commerce
under CCI number 34258355 and its registered office is located at Prins Mauritslaan37, 1171LP Badhoevedorp,
The Netherlands. It is engaged in investment holding activities. Presently, no natural person holds 15% or more
of the voting rights in Coöperatief Federal-Mogul Dutch Investments B.A.

The board of directors of Coöperatief Federal-Mogul Dutch Investments B.A. as on the date of this Red Herring
Prospectus comprises Kevin Bank, Bart René Rita Putzeys and Christoph Henrik Narten.

4. Federal-Mogul Pty Ltd (“FM Pty Ltd”)


Corporate information

FM Pty Ltd was incorporated as ‘Champion Spark Plug Co (Aust) Pty Ltd.’, an Australian proprietary company
limited by shares under the laws of Australia on October 15, 1953, with registration no. 000 123 820.
Subsequently, it changed its name to Cooper Automotive Pty Ltd. on August 30, 1996 and further to Federal-

363
Mogul Pty Ltd on December 31, 1998. Its registered office is located at 1 Garrett Avenue, Glenhaven NSW 2156,
Australia.

As on the date of this Red Herring Prospectus, the equity shares of FM Pty Ltd are not listed on any stock
exchange.

Nature of business

FM Pty Ltd is an investment holding company.

Change in activities

There has been no change in business activities of FM Pty Ltd since the date of its incorporation.

Board of directors

The board of directors of FM Pty Ltd as on the date of this Red Herring Prospectus is as follows:

Sr. No. Name of the director Designation


1. Shea Patrick Michael Director

Shareholding pattern

The shareholding pattern of FM Pty Ltd as on the date of this Red Herring Prospectus is as follows:

Number of shares of GBP


Sr. No Name of shareholders Shareholding (%)
1 each
1. Federal-Mogul Automotive Pty Limited 17,622,333 100.00
Total 17,622,333 100.00

Details of change in control

There has been no change in the control of FM Pty Ltd in the last three years preceding the date of this Red
Herring Prospectus.

Promoter of Promoter

As on the date of this Red Herring Prospectus, the only shareholder of FM Pty Ltd is Federal-Mogul Automotive
Pty Limited with 100% shareholding, which is ultimately and wholly owned, indirectly, by Tenneco LLC.
Federal-Mogul Automotive Pty Limited is a private limited company incorporated under the laws of Australia
having Australian Company Number 078402598 and its registered office is located at Unit D, 19-21 Loyalty
Road, North Rocks NSW, Australia. Presently, no natural person holds 15% or more of the voting rights in
Federal-Mogul Automotive Pty Limited.

The board of directors of Federal-Mogul Automotive Pty Limited as on the date of this Red Herring Prospectus
comprises Shea Patrick Michael.

5. Tenneco LLC
Corporate information

Tenneco LLC was incorporated as ‘New Tenneco Inc.’ a corporation under the laws of Delaware on August 26,
1996, with employer identification no. 76-0515284. Subsequently, it changed its name to ‘Tenneco Inc.’ pursuant
to a certificate of amendment dated December 11, 1996, and to ‘Tenneco Automotive Inc.’ pursuant to a certificate
of ownership dated November 5, 1999 and thereafter, it changed its name to ‘Tenneco Inc.’ pursuant to a certificate
of ownership dated October 27, 2005. On October 1, 2018, Federal-Mogul LLC (formerly known as Federal-
Mogul Corporation) was merged into Tenneco Inc. Tenneco Inc. was converted to Tenneco LLC pursuant to its
certificate of conversion and certificate of formation each dated April 30, 2025. Its registered office is located at
c/o Corporate Creations Network, 1521 Concord Pike, Suite 201, Wilmington, New Castle County, Delaware
19803 USA.

As on the date of this Red Herring Prospectus, the equity shares of Tenneco LLC are not listed on any stock
exchange.

364
Nature of business

Tenneco LLC designs, manufactures and markets automotive products for original equipment and aftermarket
customers.

Change in activities

There has been no change in business activities of Tenneco LLC from the date of its incorporation.

Managers

As a limited liability company, Tenneco LLC does not have a board of directors. The managers of Tenneco LLC
as on the date of this Red Herring Prospectus is as follows:

Sr. No. Name of the manager


1. Noah Falk
2. Marc Beilinson
3. Kenneth Shea

Shareholding pattern

The shareholding pattern of Tenneco LLC as on the date of this Red Herring Prospectus is as follows:

Sr. No Name of members Interest (%)


1. Pegasus Holdings III, LLC 100.00
Total 100.00

Details of change in control

Except as disclosed below, there has been no change in control of Tenneco LLC in the last three years preceding
the date of this Red Herring Prospectus:

On November 17, 2022, pursuant to the agreement and plan of merger, 100% of the outstanding shares of common
stock of Tenneco LLC (formerly known as Tenneco Inc.) was acquired by Pegasus Holdings III, LLC, which is
owned by affiliates of certain private equity funds managed by the affiliates of Apollo Global Management, Inc.
(“Apollo”).

Promoter of Promoter

Pegasus Holding III, LLC, which holds 100% of the outstanding shares of common stock of Tenneco LLC, is
incorporated as a corporation under the laws of the State of Delaware and its registered office is located at 1521
Concord Pike, Suite 201, Wilmington, Delaware 19803.

Pegasus Holding III, LLC is owned by affiliates of certain private equity funds which are managed by the affiliates
of Apollo. Apollo is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment
adviser under The Investment Advisers Act of 1940. The investment activities of Apollo are subject to certain
rules and regulations of the SEC and other regulatory authorities.

Presently, no natural person holds 15% or more of the voting rights in Pegasus Holdings III, LLC. Further, as a
limited liability company, Pegasus Holding III, LLC does not have a board of directors.

Our Company confirms that the permanent account number, bank account number, resident (corporation)
registration number of our Promoters along with the address of the authority where our Promoters are registered
were submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.

Change in the control of our Company

Except as disclosed below, there has been no change in the control of our Company during the last five years
preceding the date of this Red Herring Prospectus:

TMHL and TML are the original promoters of our Company. Further, pursuant to share swap agreements entered
into by our Company with Federal-Mogul Ignition Products India Limited, Federal-Mogul Bearings India
Limited, Federal-Mogul Sealings India Limited and Tenneco Automotive India Private Limited, and the

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respective sellers under such agreements, each dated March 25, 2025, Tenneco LLC, FM Investments B.V. and
FM Pty Ltd were allotted Equity Shares in our Company. For details, see, “History and Certain Corporate
Matters – Details regarding material acquisitions or divestments of business/undertakings. Mergers,
amalgamations, any revaluation of assets, etc. since incorporation” on page 334. Pursuant to a resolution passed
by the Board of Directors dated May 15, 2025, TMHL, TML, FM Investments B.V., FM Pty Ltd and Tenneco
LLC, have been identified as our Promoters. Each of TMHL, TML, FM Investments B.V. and FM Pty Ltd are
ultimately and wholly owned, indirectly, by Tenneco LLC and thus, are indirect subsidiaries of Tenneco LLC.
For further details, see “- Details of our Promoters” on page 361.

Interests of our Promoters

Our Promoters are interested in our Company to the extent (i) that they have promoted our Company; (ii) of
transactions entered into by our Company with them; (iii) of their direct and indirect shareholding in our Company;
(iv) of the dividend payable, if any, and any other distributions in respect of the Equity Shares held by our
Promoters in our Company, from time to time; and agreements entered amongst our Company and our Promoters.
For further details of such agreements, see “History and Certain Corporate Matters” beginning on page 331. For
further details of the shareholding of our Promoters in our Company, see “Capital Structure - Shareholding of
our Promoters and members of our Promoter Group” on page 153.

Our Promoters are not interested in the properties acquired or proposed to be acquired by our Company in the
three years preceding the date of filing of this Red Herring Prospectus. Our Promoters are not interested in any
transaction in acquisition of land, construction of building or supply of machinery, etc.

No sum has been paid or agreed to be paid to our Promoters or to such firm or company in which our Promoters
are interested as members, in cash or shares or otherwise by any person either to induce any such person to become,
or qualify them as a director, or otherwise for services rendered by such firm or company in connection with the
promotion of our Company.

Payment or benefits to our Promoters or to the members of the Promoter Group

Except as stated in “History and Certain Corporate Matters – Summary of key agreements” and “Restated
Consolidated Financial Information – Note 28 - Related Party Disclosures” on pages 337 and 446, respectively,
there has been no payment of any amount or benefit given to our Promoters or the members of our Promoter
Group during the two years preceding the date of filing of this Red Herring Prospectus nor is there any intention
to pay any amount or give any benefit to our Promoters or the members of our Promoter Group, as on the date of
filing of this Red Herring Prospectus.

Material guarantees given by our Promoters to third parties with respect to Equity Shares

Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares as on
the date of this Red Herring Prospectus.

Companies and firms with which our Promoters have disassociated in the last three years

Except as disclosed below, our Promoters have not disassociated themselves from any company or firm in the
three years immediately preceding the date of this Red Herring Prospectus.

Name of Name of company or firm Country of Date of Reasons for


Promoter from which the Promoter incorporation disassociation disassociation
has disassociated
Tenneco Tenneco Automotive India India March 26, 2025 Disinvestment of
Mauritius Private Limited shares
Holdings Limited
Tenneco Tenneco Automotive India India March 26, 2025 Disinvestment of
(Mauritius) Private Limited shares
Limited
Federal-Mogul Federal-Mogul Sealings India March 26, 2025 Disinvestment of
Investments B.V. India Limited shares
Federal-Mogul Bearings India March 26, 2025 Disinvestment of
India Limited shares
Federal-Mogul VCS Netherlands April 29, 2025 Disinvestment of
Holdings B.V. shares

366
Name of Name of company or firm Country of Date of Reasons for
Promoter from which the Promoter incorporation disassociation disassociation
has disassociated
Federal-Mogul Federal-Mogul Ignition India March 26, 2025 Disinvestment of
Pty Ltd Products India Limited shares
Tenneco LLC Federal-Mogul Bearings India March 26, 2025 Disinvestment of
India Limited shares

For further details, see, “History and Certain Corporate Matters – Details regarding material acquisitions or
divestments of business/undertakings. Mergers, amalgamations, any revaluation of assets, etc. since
incorporation” on page 334.

[The remainder of this page is intentionally left blank]

367
Promoter Group
The names of the members of our Promoter Group, identified in accordance with the provisions of Regulation
2(1)(pp) of the SEBI ICDR Regulations (excluding our Promoters and Subsidiaries), are provided below:

Members of the Promoter Group


Entities
A.E. Group Machines Limited Federal-Mogul Canada Limited
Advanced Suspension Technology LLC Federal-Mogul Chassis LLC
AE International Limited Federal-Mogul Controlled Power Limited
Anqing TP Goetze Piston Ring Co., Ltd. Federal-Mogul Coventry Limited
Anqing TP Powder Metallurgy Co. Ltd. Federal-Mogul de Costa Rica, S.A.
Armstrong Properties (Proprietary) Limited Federal-Mogul de Guatemala, S.A.
Ateliers Juliette Adam SAS Federal-Mogul de Matamoros, S.de R.L. de C.V.
Autopartes Walker S de RL de CV Federal-Mogul DE Mexico, S. de R.L. de C.V.
Beck Arnley Holdings LLC Federal-Mogul de Venezuela, C.A.
Braking Products Group US LLC Federal-Mogul Deva (Qingdao) Automotive Parts Co., Ltd.
Carter Automotive Company LLC Federal-Mogul Deva GmbH
CATAI S.R.L. Federal-Mogul Dimitrovgrad LLC
CED's LLC Federal-Mogul Dis Ticaret A.S.
Federal-Mogul Dong Feng (Shiyan) Engine Components
Componentes Venezolanos de Direccion, S.A.
Co., Ltd.
Coöperatief Federal-Mogul Dutch Investments B.A. Federal-Mogul Dongsuh (Qingdao) Pistons Co., Ltd.
Coöperatief Tenneco Netherlands U.A. Federal-Mogul EMEA Distribution Services, B.V.
Coventry Assurance Ltd. Federal-Mogul Employee Trust Administration Limited
DFMMP LLC Federal-Mogul Engineering Limited
Dongsuh Federal-Mogul Industrial Co. Ltd. Federal-Mogul FIL-S43, S. de R.L. de C.V.
DRiV (Brazil) Holdings BV Federal-Mogul Finance 1, LLC
DRiV (Netherlands) Holding B.V. Federal-Mogul Finance 2, LLC
DRiV Brasil Solucoes Automotivas LTDA Federal-Mogul Financial Services Poland Sp.z.o.o.
DRiV de México, S. de R.L. de C.V. Federal-Mogul Financial Services S.A.S.
DRiV Direct LLC Federal-Mogul Friction Products a.s.
DRiV Germany GmbH Federal-Mogul Friction Products Barcelona, S.L.
DRiV IP LLC Federal-Mogul Friction Products Co., Ltd
DRiV Japan Ltd. Federal-Mogul Friction Products GmbH
DRiV Poland spółka z ograniczoną odpowiedzialnością Federal-Mogul Friction Products International GmbH
DRiV Romania Services SRL Federal-Mogul Friction Products Limited
DriV Ukraine LLC Federal-Mogul Friction Products Ploiesti SRL
Farloc Argentina S.A.I.C. y F. Federal-Mogul Friction Spain, S.L.
FDML Holdings Limited Federal-Mogul Friedberg GmbH
Federal Mogul Ignition GmbH Federal-Mogul Garennes SAS
Federal-Mogul (Anqing) Powder Metallurgy Co., Ltd. Federal-Mogul Germany Investments Holding GmbH
Federal-Mogul (Changshu) Automotive Parts Co., Ltd. Federal-Mogul Global Aftermarket EMEA, B.V.
Federal-Mogul (China) Co., Ltd. Federal-Mogul Global Growth Limited
Federal-Mogul (Chongqing) Friction Materials Co., Ltd. Federal-Mogul GmbH
Federal-Mogul (Langfang) Automotive Components Co., Ltd. Federal-Mogul Goetze (India) Limited
Federal-Mogul (Shanghai) Automotive Parts Co., Ltd Federal-Mogul Gorzyce Sp. z o.o.
Federal-Mogul (T&N) Hong Kong Limited Federal-Mogul Goteborg AB
Federal-Mogul (Thailand) Ltd. Federal-Mogul Holding Daros AB
Federal-Mogul (Tianjin) Surface Treatment Co., Ltd. Federal-Mogul Holding Deutschland GmbH
Federal-Mogul (Vietnam) Ltd. Federal-Mogul Holding Sweden AB
Federal-Mogul Aftermarket Egypt Ltd. Federal-Mogul Holdings, Ltd.
Federal-Mogul Aftermarket France SAS Federal-Mogul Hungary Kft.
Federal-Mogul Aftermarket GmbH Federal-Mogul Iberica, S.L.
Federal-Mogul Aftermarket UK Limited Federal-Mogul Ignition LLC
Federal-Mogul Argentina S.A. Federal-Mogul Ignition Products SAS
Federal-Mogul Asia Investments Holding Korea, Ltd. Federal-Mogul International, LLC
Federal-Mogul Asia Investments Limited Federal-Mogul Investment Ltd.
Federal-Mogul Automotive Pty. Limited Federal-Mogul Italy S.R.L.
Federal-Mogul Betriebsgrundstucke Burscheid GmbH Federal-Mogul Izmit Piston ve Pim Uretim Tesisleri A.S.
Federal-Mogul Bimet Spolka Akcyjna Federal-Mogul Japan K.K.
Federal-Mogul Bradford Limited Federal-Mogul Limited
Federal-Mogul Bremsbelag GmbH Federal-Mogul Luxembourg S.a.r.l.

368
Members of the Promoter Group
Entities
Federal-Mogul Burscheid Beteiligungs GmbH Federal-Mogul Motorparts (India) Limited
Federal-Mogul Burscheid GmbH Federal-Mogul TPR (India) Limited
Federal-Mogul Motorparts (Netherlands) B.V. Federal-Mogul Trademarks Limited
Federal-Mogul Motorparts (Pinghu) Trading Limited Federal-Mogul Transaction LLC
Federal-Mogul Motorparts (Singapore) Pte. Ltd. Federal-Mogul TSC Real Estate Holdings LLC
Federal-Mogul Motorparts (Thailand) Limited Federal-Mogul UK Investments Limited
Federal-Mogul Motorparts (Zhejiang) Co., Ltd. Federal-Mogul UK Powertrain Limited
Federal-Mogul Motorparts Colombia S.A.S. Federal-Mogul Valve Train S. de R.L. de C.V.
Federal-Mogul Motorparts Holding B.V. Federal-Mogul Valvetrain GmbH
Federal-Mogul Motorparts Holding GmbH Federal-Mogul Valvetrain International LLC
Federal-Mogul Motorparts Limited Federal-Mogul Valvetrain La Source SAS
Federal-Mogul Motorparts LLC Federal-Mogul Valvetrain Limited
Federal-Mogul Motorparts Minority Holding B.V. Federal-Mogul Valvetrain s.r.o.
Federal-Mogul Motorparts Philippines, Inc. Federal-Mogul Valvetrain Schirmeck SAS
Federal-Mogul Motorparts Poland Sp.z.o.o. Federal-Mogul VCS Holding B.V.
Federal-Mogul Motorparts Pty Ltd Federal-Mogul VCS OOO
Federal-Mogul Motorparts TSC, LLC Federal-Mogul Vermoegnsverwaltungs GmbH
Federal-Mogul MP US LLC Federal-Mogul Verwaltungs und Beteiligungs GmbH
Federal-Mogul Naberezhnye Chelny Federal-Mogul Wiesbaden GmbH
Federal-Mogul Nürnberg GmbH Federal-Mogul World Trade (Asia) Limited
Federal-Mogul of South Africa (Proprietary) Limited Federal-Mogul World Wide LLC
Federal-Mogul Operations France S.A.S. Federal-Mogul Yura (Qingdao) Ignition Co., Ltd.
Federal-Mogul Zhengsheng (Changsha) Piston Ring Co.,
Federal-Mogul Participacoes e Investimentos Ltda.
Ltd.
Federal-Mogul Piston Rings, LLC Ferodo America, LLC
Federal-Mogul Plasticos Puntanos, S.A. Ferodo Limited
Federal-Mogul Powertrain (Netherlands) B.V. F-M Holding Mexico, S.A. de C.V.
Federal-Mogul Powertrain Eastern Europe B.V. Fonciere de Liberation SAS
Federal-Mogul Powertrain IP LLC Forjas y Maquinas, S. de R.L. de C.V.
Federal-Mogul Powertrain Italy S.R.L Frenos Hidraulicos Automotrices, S.A. de C.V.
Federal-Mogul Powertrain LLC Fric Rot S.A.I.C
Federal-Mogul Powertrain Mexico Distribucion S. de R.L. de
Gasket Holdings, LLC
C.V.
Federal-Mogul Powertrain Otomotiv A.S. Goetze Wohnungsbau GmbH
Federal-Mogul Powertrain Philippines Inc. Kinetic Pty. Ltd.
Federal-Mogul Powertrain Russia GmbH Leeds Piston Ring & Engineering Co. Limited
Federal-Mogul Powertrain Solutions India Private Limited Maco Inversiones SA
Federal-Mogul Powertrain Systems S A (Proprietary) Limited McCord Payen de Mexico S. de R.L. de C.V.
Federal-Mogul Powertrain Vostok OOO McPherson Strut Company LLC
Federal-Mogul Products US LLC Monroe Amortisor Imalat ve Ticaret Anonim Sirketi
Federal-Mogul R&L Friedberg Casting GmbH & Co. KG Monroe Australia Pty. Limited
Federal-Mogul Risk Advisory Services LLC Monroe Czechia s.r.o.
Federal-Mogul S. de R.L. de C.V. Monroe Holding, S. de R.L. de C.V.
Federal-Mogul SAS Monroe Manufacturing (Proprietary) Limited
Federal-Mogul Sealing System (Nanchang) Co., Ltd. Monroe Mexico, S. de R.L. de C.V.
Federal-Mogul Sealing Systems GmbH Monroe Packaging BV
Federal-Mogul Sejong Co., Ltd Monroe Ride Performance Sweden AB
Federal-Mogul Sejong Tech Ltd Monroe Springs (Australia) Pty. Ltd.
Federal-Mogul Serina Co., Ltd. Montagewerk Abgastechnik Emden GmbH
Federal-Mogul Services Sarl Motocare India Private Limited
Federal-Mogul Sevierville, LLC MRS Ride Solutions AB
Federal-Mogul Shanghai Bearing Co., Ltd. Muzzy-Lyon Auto Parts LLC
Federal-Mogul Shanghai Compound Material Co., Ltd. Payen International Limited
Federal-Mogul Singapore Investments Pte. Ltd. Pegasus Holdings III, LLC
Federal-Mogul Sorocaba-Holding Ltda. Pegasus OpCo Holdings, LLC
Federal-Mogul SP Mexico, S. de R.L. de C.V. Perseus Parent Intermediate, Inc.
Federal-Mogul Systems Protection Hungary Kft. Piston Rings (UK) Limited
Federal-Mogul Systems Protection Morocco SARL AU Precision Modular Assembly LLC
Federal-Mogul Systems Protection SAS Productos de Frenos Automotrices de Calidad S.A. de C.V.
Federal-Mogul Technology Limited Proveedora Walker, S.de R.L. de C.V.
Federal-Mogul TP Europe GmbH & Co. KG Qingdao Tenneco FAWSN Automobile Parts Co., Ltd.
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti. Raimsa, S. de R.L. de C.V.

369
Members of the Promoter Group
Entities
Federal-Mogul TP Liners, Inc. Ride Performance Canada Ltd.
Federal-Mogul TP Piston Rings GmbH Tenneco FAWSN (Foshan) Automotive Parts Co., Ltd.
Ride Performance Mexico Holding LLC Tenneco FAWSN (Tianjin) Automobile Parts Co., Ltd.
SAXID Limited Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd.
Servicio de Componentes Automotrices, S.de R.L. de C.V. Tenneco Global Holdings LLC
Servicios Administrativos Industriales, S. de R.L. de C.V. Tenneco Global Services Private Limited
Shanghai DRiV Automotive Industry Co., Ltd. Tenneco GmbH
Shanghai Tenneco Automotive Parts Co., Ltd. Tenneco Holdings Danmark ApS
Shanghai Tenneco Exhaust System Co., Ltd. Tenneco Holdings LLC
Sintration Limited Tenneco Hong Kong Holdings Limited
Speyside Real Estate, LLC Tenneco Hungary Kft.
Systems Protection Group US LLC Tenneco Innovación, S.L.
Systems Protection Korea Ltd. Tenneco International Holding LLC
T&N Industries, LLC Tenneco International Luxembourg S.a.r.l.
TA (Australia) Group Pty. Ltd. Tenneco International Manufacturing S.a.r.l.
Taiwan Federal-Mogul Motorparts Co., Limited Tenneco Ivory Holdco, LLC
Tenneco Asheville LLC Tenneco Japan Ltd.
Tenneco Asia LLC Tenneco Korea Limited
Tenneco Automotive (Thailand) Limited Tenneco Lingchuan (Chongqing) Exhaust System Co., Ltd.
Tenneco Automotive Brasil Ltda Tenneco Management (Europe) Limited
Tenneco Automotive Deutschland GmbH Tenneco Mauritius China Holdings Limited
Tenneco Automotive Eastern Europe sp z o.o. Tenneco Mexico Holding S.a.r.l.
Tenneco Automotive Europe BV Tenneco Mexico, S. de R.L. de C.V.
Tenneco Automotive Europe Coordination Center BV Tenneco NVH (Taicang) Co., Ltd.*
Tenneco Automotive Foreign Sales Corp. Tenneco Port Elizabeth (Proprietary) Limited
Tenneco Automotive France S.A.S. Tenneco Powertrain (Thailand) Co., Ltd.
Tenneco Automotive Holdings South Africa Pty. Ltd. Tenneco Receivables Limited
Tenneco Automotive Iberica, SA Tenneco Receivables LLC
Tenneco Automotive Inc. (Nevada) Tenneco (Beijing) Ride Control Systems Co. Ltd.
Tenneco Automotive Italia S.R.L. Tenneco (Changzhou) Ride Control Co.,Ltd.
Tenneco Automotive Nederland B.V. Tenneco (Suzhou) Ride Control Co.,Ltd.
Tenneco Automotive Operating Company LLC Tenneco Ride Control South Africa (Pty) Ltd.
Tenneco Automotive Polska Sp. z o.o. Tenneco (MUSA) LLC
Tenneco Automotive Port Elizabeth (Pty) Ltd Tenneco (Shanghai) Ride Performance Co., Ltd.
Tenneco Automotive Portugal - Componentes Para
Tenneco Ride Performance US 4 LLC
Automovel, Unipessoal, LDA
Tenneco Automotive RSA Company LLC Tenneco Ride Performance US 5 LLC
Tenneco Automotive Second RSA Company LLC Tenneco Romania Services SRL
Tenneco Automotive Servicios Mexico, S. de R.L. de C.V. Tenneco Silesia Sp. z o.o.
Tenneco Automotive Trading Company LLC Tenneco Sistemas Automotivos Ltda.#
Tenneco Automotive UK Limited Tenneco Solucoes em Performance Automotiva Ltda
Tenneco Automotive Volga LLC Tenneco Sverige AB
Tenneco Automotive Walker LLC Tenneco Walker (Beijing) Automotive Parts Co., Ltd.
Tenneco Brake, LLC Tenneco Walker (UK) Ltd
Tenneco CA Czech Republic s.r.o. Tenneco Zwickau GmbH
Tenneco CA Mexico, S. de R.L. de C.V. Tenneco-Walker (Tianjin) Exhaust System Co., Ltd.
Tenneco Canada Inc. The Pullman Company LLC
The Tenneco Automotive (UK) Pension Scheme Trustee
Tenneco Clean Air Luxembourg Holding S.a.r.l.
Limited
Tenneco Clean Air Spain, S.L.U. TMC Texas LLC
Tenneco Clean Air US LLC TPR Federal-Mogul Tennessee, Inc.
Tenneco (China) Co., Ltd. Walker Australia Pty. Limited
Tenneco (Guangzhou) Co., Ltd. Walker Danmark APS
Tenneco (Suzhou) Company Ltd. Walker Europe, LLC
Tenneco Controlled Power Germany GmbH Walker Exhaust (Thailand) Co.,Ltd.
Tenneco Deutschland Holdinggesellschaft GmbH Walker Gillet (Europe) GmbH
Tenneco Eastern European Holdings S.a.r.l. Walker Limited
Tenneco Emission Control (Pty) Ltd Walker Manufacturing Company LLC
Tenneco (Suzhou) Emission System Co., Ltd. Wellworthy Limited
Tenneco Etain S.A.S. Wimetal S.A.S.
Tenneco (Beijing) Exhaust Systems Co., Ltd. Wuhan Tenneco Exhaust System Company

370
Members of the Promoter Group
Entities
Yura Federal Mogul Sejong Ignition Limited Liability
Tenneco (Dalian) Exhaust System Co.,Ltd
Company
Tenneco FAWSN (Changchun) Automotive Part Co., Ltd. Federal-Mogul Friction Products, S.A.
Tenneco India Operations Private Limited
*Under liquidation since January 2025.
# Tenneco Industria de Autopecas LTDA merged with Tenneco Sistemas Automotivos LTDA with effect from February 6, 2024.

There are no conflicts of interest between our Company, Subsidiaries, Promoters, members of Promoter Group,
and (i) suppliers of raw materials and third-party service providers, and (ii) lessors of the immovable properties,
which are crucial for the operations of the Company on a consolidated basis.

However, (i) pursuant to a lease deed dated April 21, 2025, our Company has sub-leased the premises of our
Corporate Office from Federal-Mogul Goetze (India) Limited, a member of the Promoter Group and a crucial
lessor of our Company (on a consolidated basis); and (ii) FMIPL, our Subsidiary, purchases raw materials
including spark plugs and insulators from FM Ignition LLC, a member of the Promoter Group and a crucial
supplier of raw materials of our Company.

Our Company will adopt the necessary procedures and practices, as required under applicable law, to address any
situations of conflict of interest, if and when they arise. For details, see “Risk Factors – Internal Risk Factors -
Our Promoters and certain of our Group Companies are in a similar line of business as us which may involve
conflict of interests, which could adversely impact our business” on page 83.

371
OUR GROUP COMPANIES

In accordance with SEBI ICDR Regulations, the term ‘group companies’, includes (i) such companies (other than
promoter(s) and subsidiary(ies)) with which there were related party transactions during the period for which
financial information is disclosed in the Offer Documents, as covered under applicable accounting standards, and
also (ii) other companies considered material by the board of directors of the issuer.

Accordingly, for (i) above, all such companies (other than our Promoters and Subsidiaries) with which there were
related party transactions in accordance with Indian Accounting Standard (Ind AS) 24, during the periods covered
in the Restated Consolidated Financial Information in this Red Herring Prospectus, shall be considered as Group
Companies in terms of the SEBI ICDR Regulations.

In addition, for the purposes of (ii) above, pursuant to the Materiality Policy, a company (other than our Promoters,
Subsidiaries and companies categorized under (i) above) shall be considered “material” and will be disclosed as
a “group company” if such company forms part of the Promoter Group and has entered into one or more
transactions with the Company during the most recent financial year and stub period, if any, as per the Restated
Consolidated Financial Information of the Company disclosed in the Offer Documents, which individually or in
the aggregate, exceed 10% of the total consolidated income of the Company for such period.

Accordingly, based on the parameters for (i) and (ii) as outlined above, the following companies have been
identified as our group companies (“Group Companies”), as on the date of this Red Herring Prospectus. The
details are set forth below:

Sr.
Name of Group Company Registered address
No.
1. Advanced
1 Suspension Technology LLC Corporate Creations Network Inc., 1521 Concord Pike, Suite
201, Wilmington Delaware 19803
2. Driv
2 Japan Ltd. 1-8, Sakuragi-cho 1-chome, Naka-ku, Yokohama-shi,
Kanagawa, Japan
3. Federal-Mogul
3 Italy S.r.l Corso Inghilterra 2, 12084 Mondovì (Cuneo), Italy
4. Federal
4 Mogul Coventry Limited Suite 11a, Manchester International Office Centre, Styal
Road, Manchester, M22 5TN, England
5. Federal
5 Mogul Global Aftermarket EMEA BV Prins Boudewijnlaan 5, Kontich, 2550 Belgium
6. Federal
6 Mogul Ignition GmbH Industriestrase 16, Neuhaus, 96524, Germany
7. Federal
7 Mogul Ignition Products SAS 3 Rue Joanny Desage, Chazelles Sur Lyon, 421 40, France
8. Federal
8 Mogul Motorparts LLC Corporate Creations Network Inc., 1521 Concord Pike, Suite
201, Wilmington Delaware 19803
9. Federal-Mogul
9 Powertrain Italy Srl Via Fratelli Meliga, 7, 10034 Chivasso (Turin), Italy
10. Federal-Mogul
1 Sealing System (Nanchang) 1489, Jingang Road, Nanchang Eco. & Tech. Development
Co.,
0 Limited Zone, Nanchang, Jiangxi Province, China
11. Federal
1 Mogul Yura (Qingdao) Ignition Co., 1st Floor, Block 1, 269 Tonghe Road, Huangdao District,
Ltd
2 Qingdao, Shandong Province, China
12. Federal-Mogul
1 (China) Co. Limited Block 1, 118 Jiqiao Road, China (Shanghai) Pilot Free Trade
3 Zone, China
13. Federal-Mogul
1 Bimet, S.A. Ul. Aleja Grunwaldzka 481, Gdansk, 80 309, Poland
4
14. Federal-Mogul
1 de Mexico S. de RL de CV Poniente 150, No 956, Col Industrial Vallejo, Azcapotzalco,
5 CDMX, CP 02300
15. Federal-Mogul
1 Goetze (India) Limited 803, Best Sky Tower, Netaji Subhash Palace, New Delhi –
6 110 034
16. Federal-Mogul
1 Holding Deutschland GmbH Stielstrase 11, Wiesbaden, 65201, Germany
7
17. Federal-Mogul
1 Holding Ltd Citco (Mauritius) Limited, Level 4, Tower A, 1 Exchange
8 Square, Wall Street, Ebene 72201, Mauritius
18. Federal-Mogul
1 Ignition LLC Corporate Creations Network Inc., 1521 Concord Pike, Suite
9 201, Wilmington Delaware 19803
19. Federal-Mogul
2 Motorparts (Singapore) Pte. 3 Tampines Central 1, #02-02, Tampines Plaza 1, Singapore
Limited
0 (529540)
20. DLF Prime Towers, 10 Ground Floor, F-79 & 80, Okhla
Federal-Mogul Motorparts India Limited Phase - I, South Delhi, New Delhi, Delhi, India, 110020
21. Federal-Mogul
2 of South Africa (Propriety) 13- 15 Joyner Road Prospecton, Durban 4110 South Africa
Limited
1
22. Federal-Mogul
2 Operations France S.A.S 12 Place Paul Bert, Saint Jean de la Ruelle, 45140, France
2

372
Sr.
Name of Group Company Registered address
No.
23. Federal-Mogul
2 Powertrain LLC Corporate Creations Network Inc.
3 28175 Haggerty Road Novi, MI 48377
24. Federal-Mogul
2 Sealing Systems GmbH Hermann-Goetze-Strase 8, Herdorf, 57562, Germany
5
25. Federal-Mogul
2 Sejong Co., Limited Cheongyeon-ro 442-16, Yeondong-myeon, Sejong Special
6 Self-Governing City Korea
26. Federal-Mogul
2 Shanghai Compound Material District B, Block 1, 301 Jianlin Road, Zhoupu, Pudong Area,
Co.
7 Ltd Shanghai, China
27. Federal-Mogul
2 Wiesbaden GmbH Stielstrase 11, Wiesbaden, 65201, Germany
8
28. Fric
2 Rot S.A.I.C. Uruguay 2627, S2003 BVI, Santa Fe, Argentina
9
29. Monroe
3 Australia Pty Ltd 1326-1378 South Road, Clovelly Park 5042, Australia
0
30. Monroe
3 Czechia S.R.O Rychnovská 383, 463 42 Hodkovice nad Mohelkou
1
31. Monroe
3 Mexico S. de R.L de C.V Av. Poniente 4, NO 118, Col Ciudad Industrial, Celaya, Gto,
2 CP 38010
32. Motocare
3 India Private Limited 7th Floor, Paras Trade Centre Sector 2, Gwal Pahadi,
3 Gurgaon Faridabad Road, Gurgaon, Haryana, India – 122003
33. Servicios Administativos Industriales, S. de Av. Vía Gustavo Baz 309 A1-P302, Col Loma Industrial, CP
R.L. de C.V. 54060 Tlalnepantla de Baz, Tlalnepantla, Estado de Mexico
34. Shanghai
3 Tenneco Exhaust System Co., Ltd No. 99, Yuanguo Road, Jiading District, Shanghai
4
35. Tenneco
3 Automotive Portugal – Componentes Parque Industrial Da Autoeuropa, Palmela, Portugal
para
5 Automóvel Unipessoal, Lda.
36. Tenneco Automotive Trading Company LLC 1521, Concord Pike Suite 201, Wilmington, Delaware 19803,
State of Delaware, USA
37. Tenneco
3 (Beijing) Ride Control System Co. Ltd 01, 1st Floor, Building 2, No.1 Yunshan Road, Tongzhou
6 District, Beijing, China
38. Tenneco
3 (Changzhou) Ride Control System No.36, Liuyanghe Road, Xinbei District, Changzhou City,
Co.,
7 Ltd Jiangsu Province, China
39. Tenneco FAWSN (Tianjin) Automobile Parts No. 72, Zhongxi Road, North China Production Base of FAW
Co., Ltd. Volkswagen, Tianjin Economic and Technological
Development Zone, China
40. Tenneco
3 (Suzhou) Co., Ltd No.22 Shiyang Road, Gaoxin District, Suzhou, Jiangsu
8 Province, China
41. Tenneco
3 (Suzhou) Emission System Co., Ltd No. 236, Huanlou Road, Kunshan Development Zone,
9 Jiangsu Province
42. Tenneco
4 (Suzhou) Ride Control Co., Ltd No.2 Yinyan Road, Gaoxin District, Suzhou, Jiangsu
0 Province, China
43. Tenneco
4 Automotive Brasil Ltd Praça Vereador Marcos Portiolli, no. 26, Mogi Mirim, São
1 Paulo, Brazil
44. Tenneco
4 Automotive Eastern Europe Sp z. o. o. Bojkowska 59b, 44-100 Gliwice, Polska
2
45. Tenneco
4 Automotive Europe BV. Sint-Jorisstraat 4520, Sint-Truiden, 3800 Belgium
3
46. Tenneco
4 Automotive Operating Company LLC Corporate Creations Network Inc., 1521 Concord Pike, Suite
4 20, 1 Wilmington Delaware 19803
47. Tenneco
4 Automotive Polska Sp. Zoo ul. Przemysłowa, nr 2c, 44-203 Rybnik, Poland
5
48. Tenneco
4 Emission Control (PTY) Ltd CNR Libertas Road and Struanway Struandale Port Elizabeth,
6 South Africa
49. Tenneco
4 GmbH Luitpoldstr. 83, Edenkoben, 67480, Germany
7
50. Tenneco
4 Japan Ltd Nisseki Yokohama Building 18F, Sakuragi-cho 1-1-8, Naka-
8 ku, Yokohama-shi, Kanagawa 231-0062 Japan
51. Tenneco
4 Korea Ltd Rm. 202-20, 2F Chwosong Building, 67, Sincheon-ro,
9 Siheung-si, Gyeonggi-do, Korea
52. Tenneco
5 Ride Control South Africa (PTY) Ltd. 267-275 Grahamstown Road, Deal Party, Gqeberha (Port
0 Elizabeth), South Africa
53. Tenneco
5 Silesia SP. Z.O.O Ul.Zwycięstwa 12, 44-230 Stanowice, Polska
1

373
Sr.
Name of Group Company Registered address
No.
54. Tenneco Sistemas Automotivos LTDA# Avenida Maria Virgínia Pacífico Homem Ometto, nº 3.115,
Araras, São Paulo, Brazil
55. Tenneco
5 Walker (U.K.) Ltd Highpoint Pengarnddu Industrial Estate, Dowlais Top,
2 Merthyr Tydfil, Wales, CF48 2TA, UK
56. Tenneco
5 Zwickau GmbH Hilferdingstrasse 8, Zwickau, 08056, Germany
3
57. The
5 Pullman Company LLC Corporate Creations Network Inc., 1521 Concord Pike,
4 Suite 201, Wilmington Delaware 19803
58. Walker
5 Exhaust (Thailand) Co., Ltd 700/701-702 Moo. 1, Panthong Subdistrict, Panthong
5 District, Chonburi Province/ Chonburi 20160 Thailand
59. Yura
5 Federal-Mogul Sejong Ignition Limited 38, Anmonsan-gil, Jeonui-myeon, Sejong-si, Korea
Liability
6 Company
# Tenneco Industria de Autopecas Ltda merged with Tenneco Sistemas Automotivos LTDA with effect from February 6, 2024.

In relation to the identification of the top five group companies for the disclosure of certain financial information
for the preceding three years with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after
tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value , pursuant to the SEBI ICDR
Regulations (“Financial Disclosure Requirement”), such companies shall be identified based on market
capitalisation in case of listed companies or turnover in case of unlisted companies, as applicable, based on their
respective audited financial statements. It is clarified that in case any unlisted group company identified basis the
abovementioned criterion is not required to prepare audited financial statements under the applicable laws of the
relevant jurisdiction of its incorporation, such group company has been excluded for identification of the top five
group companies for the purposes of Financial Disclosure Requirement and other unlisted group companies
having audited financial statements have been considered for identification of the top five group companies.

Accordingly, our Company has identified the following Group Companies i.e. Federal-Mogul Goetze (India)
Limited, Tenneco Automotive Operating Company LLC, Federal Mogul Motorparts LLC, Federal-Mogul
Powertrain LLC and Advanced Suspension Technology LLC, as the top five “group companies”, in accordance
with the SEBI ICDR Regulations (determined based on market capitalisation or turnover, as applicable). However,
Tenneco Automotive Operating Company LLC, Federal Mogul Motorparts LLC, Federal-Mogul Powertrain LLC
and Advanced Suspension Technology LLC, are incorporated in the United States of America, and are not
required to mandatorily prepare audited financials under the applicable laws of their jurisdiction of incorporation.
Accordingly, in relation to the next top four Group Companies (determined based on turnover) i.e. Tenneco Silesia
SP. Z.O.O, Tenneco GmbH, Federal Mogul Global Aftermarket EMEA BV and Tenneco Automotive Eastern
Europe Sp. Z.O.O., certain selected financial information has been disclosed as described below, based on their
respective audited financial statements in accordance with the SEBI ICDR Regulations.

Sr. No. Name of Group Company Website


1. Federal-Mogul Goetze (India) Limited www.federalmogulgoetzeindia.net
2. Tenneco Silesia SP. Z.O.O www.tennecoindia.com
3. Tenneco GmbH www.tennecoindia.com
4. Federal-Mogul Global Aftermarket EMEA www.tennecoindia.com
BV
5. Tenneco Automotive Eastern Europe Sp. www.tennecoindia.com
Z.O.O.

Our Company is providing links to such websites solely to comply with the requirements specified under the SEBI
ICDR Regulations. Such financial information/ details of the Group Companies provided on the websites do not
constitute a part of this Red Herring Prospectus. Anyone placing reliance on any other source of information,
would be doing so at their own risk.

A. Litigation

As on the date of this Red Herring Prospectus, our Group Companies are not party to any outstanding litigation
which may have a material impact on our Company. For details of other litigation involving our Group Companies,
please see “Outstanding Litigation and Material Developments – Other pending litigation involving our Group
Company, Federal-Mogul Goetze (India) Limited” on page 538.

374
Common pursuits between our Group Companies and our Company

Certain of our Group Companies operate in the automotive industry like our Company. However, (i) such Group
Companies manufacture products which are different from the products manufactured by our Company, and/or
(ii) they operate in jurisdictions outside India and do not have any customer in India other than through our
Company. Accordingly, there are no common pursuits between our Company and such Group Companies.

There are no conflicts of interest between our Company, Group Companies and their directors, and (i) suppliers
of raw materials and third-party service providers, and (ii) lessors of the immovable properties, which are crucial
for the operations of the Company on a consolidated basis.

However, (i) our Company has sub-leased the premises of its Corporate Office from Federal-Mogul Goetze (India)
Limited, a Group Company and a crucial lessor of the Company on a consolidated basis, pursuant to lease deed
dated April 21, 2025; and (ii) FMIPL, our Subsidiary, purchases raw materials including spark plugs and insulators
from FM Ignition LLC, a Group Company and a crucial supplier of raw materials of the Company. Our Company
will adopt the necessary procedures and practices, as required under applicable law, to address any situations of
conflict of interest, if and when they arise. For details, see “Risk Factors – Internal Risk Factors - Our Promoters
and certain of our Group Companies are in a similar line of business as us which may involve conflict of
interests, which could adversely impact our business” on page 83.

B. Related business transactions within our Group Companies and significance on the financial
performance of our Company

Other than the transactions disclosed in “Restated Consolidated Financial Information – Note 28 - Related Party
Disclosures” on page 446, there are no other related business transactions between our Group Companies and our
Company as of June 30, 2025, June 30, 2024 and during Fiscals 2025, 2024 and 2023.

C. Business Interest

Except in the ordinary course of business and as disclosed in “Restated Consolidated Financial Information –
Note 28 - Related Party Disclosures” on page 446, our Group Companies have no business interests in our
Company.

D. Nature and extent of interest of our Group Companies

In the promotion of our Company

Our Group Companies do not have any interest in the promotion of our Company.

In the properties acquired by us in the preceding three years before filing this Red Herring Prospectus or proposed
to be acquired by our Company

None of our Group Companies are interested, directly or indirectly, in the properties acquired by our Company in
the preceding three years or proposed to be acquired by our Company.

In transactions for acquisition of land, construction of building and supply of machinery, etc.

Other than the transactions disclosed in “Restated Consolidated Financial Information – Note 28 - Related Party
Disclosures” on page 446, none of our Group Companies are interested, directly or indirectly, in any transactions
for acquisition of land, construction of building, supply of machinery, etc., with our Company.

Other Confirmations

Except for Federal-Mogul Goetze (India) Limited, whose equity shares are listed on BSE Limited and the National
Stock Exchange of India Limited, the equity shares of our Group Companies are not listed on any stock exchange.
Our listed Group Company has not made any public, rights or composite issue (as defined under the SEBI ICDR
Regulations) of securities in the three years preceding the date of this Red Herring Prospectus.

As on date of this Red Herring Prospectus, no debt securities issued by any of our Group Companies are listed on
any stock exchange in India or abroad.

375
DIVIDEND POLICY

The declaration and payment of dividend on the Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion subject to the provisions of the Articles of Association and
applicable law, including the Companies Act, read with the applicable rules issued thereunder, each as amended
and the dividend distribution policy of our Company.

The dividend distribution policy of our Company was approved and adopted by our Board on May 15, 2025
(“Dividend Policy”). In terms of the Dividend Policy, the dividend, if any, will depend on a number of internal
and external factors, which includes, inter alia, net profits earned during the financial year, cash balance and cash
flow, liquidity and return ratios, any change in the business, any other relevant factors as may be determined by
the Board, etc.

Any future determination as to the declaration and payment of dividends will be at the discretion of our Board
and Shareholders. The dividend, if any, will depend on the aforementioned parameters and on factors that our
Board deems relevant, including but not limited to the profits, past dividend trends, capital requirements, cost of
borrowing, restrictive covenants under any agreement executed by our Company and other factors considered
relevant by the Board. For details in relation to risks involved in this regard, please see “Risk Factors – Internal
Risk Factors - Our ability to pay dividends in the future will depend on our earnings, financial condition,
working capital requirements, capital expenditures and restrictive covenants of our financing arrangements”
on page 72.

Except as disclosed below, our Company has not declared and paid any dividends on the Equity Shares during the
period from July 1, 2025 until the date of this Red Herring Prospectus, for the three months period ended June 30,
2025 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023.

From July 1, For the three


2025 till date months period
Particulars Fiscal 2025 Fiscal 2024(3) Fiscal 2023
of this RHP ended June 30,
2025
No. of Equity 403,604,309 403,604,309 214,088,829 214,088,829 313,406,120 313,406,120
Shares (1)
Face value per 10.00 10.00 10.00 10.00 10.00 10.00
share (in ₹)
Interim Dividend 8,649.24 1,716.61 2,404.43 439.52 2,166.48 1,558.49
(in ₹ million)
Total Dividend (in 8,649.24 1,716.61 2,404.43 439.52 2,166.48 1,558.49
₹ million)
Dividend per share 21.43 4.25 11.23 2.05 6.91 4.97
(in ₹)
Rate of dividend 214.30 42.53 112.31 20.53 69.13 49.73
(%) (2)
Dividend NA NA NA NA NA NA
Distribution Tax
(%)
Dividend NA NA NA NA NA NA
Distribution Tax (in
₹ million)
Notes:
(1)
At the time of payment of dividend.
(2)
Rate of dividend per equity share (%) is calculated as total dividend per equity share divided by face value per equity share at the time
of payment of dividend.
(3)
A reduction in share capital of the Company was approved by way of the order dated February 1, 2023 read with the order dated
November 23, 2023, each passed by the NCLT, Chennai Bench, wherein the NCLT has approved the cancellation of 99,317,291 Equity
Shares. Subsequently, the Company’s Board passed a resolution dated January 8, 2024 approving the cancellation of
99,317,291 Equity Shares. Accordingly, during the Fiscal 2024, the number of shares reduced from 313,406,120 Equity shares to
214,088,829 Equity Shares.

The amounts paid as dividends in the past are not necessarily indicative of dividend amounts that will be paid, if
any, in the future. Investors are cautioned not to rely on past dividends as an indication of the future performance
of our Company or for an investment in the Equity Shares offered in the Offer. There is no guarantee that any
dividends will be declared or paid in the future.

376
SECTION V: FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL INFORMATION

[The remainder of this page is intentionally left blank]

377
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION

The Board of Directors


Tenneco Clean Air India Limited
(formerly known as “Tenneco Clean Air India Private Limited”)

Dear Sirs,

1. We have examined, as appropriate (refer paragraph 6 below), the attached Restated Consolidated Financial
Information of Tenneco Clean Air India Limited (formerly known as “Tenneco Clean Air India Private
Limited”) (the “Company” or the “Issuer”) and its subsidiaries (the Company and its subsidiaries are
collectively referred to as the “Group”) which comprises of the Restated Consolidated Statement of Assets
and Liabilities as at 30 June 2025, 30 June 2024, 31 March 2025, 31 March 2024 and 31 March 2023, the
Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated
Consolidated Statement of Changes in equity and the Restated Consolidated Statement of Cash Flows for
the three month periods ended 30 June 2025 and 30 June 2024 and for the years ended 31 March 2025, 31
March 2024 and 31 March 2023, and a summary of Material Accounting Policies, and other explanatory
information (collectively, the “Restated Consolidated Financial Information”), as approved by the Board of
Directors of the Company (“the Board”) at their meeting held on 16 October 2025 for the purpose of
inclusion in the Red Herring Prospectus (“RHP”) and the Prospectus (together with RHP referred to as the
“Offer Documents”) prepared by the Company in connection with its proposed initial public offer of equity
shares (“IPO”) prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");

b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (the "ICDR Regulations"); and

c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”) read
with SEBI Communication as mentioned in Note 2.1 to the Restated Consolidated Financial
Information, as applicable.

2. The Company’s management is responsible for the preparation of the Restated Consolidated Financial
Information which have been approved by the Board of Directors of the Company for the purpose of
inclusion in the Offer Documents to be filed with Securities and Exchange Board of India (the “SEBI”), BSE
Limited and National Stock Exchange of India Limited (“NSE”) (collectively, with BSE Limited, the “Stock
Exchanges”) and the Registrar of Companies, Tamil Nadu and Andaman at Chennai (“RoC”) in connection
with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the
management of the Company based on the basis of preparation stated in Note 2.1 to the Restated
Consolidated Financial Information. The responsibility of the respective board of directors of the companies
included in the Group includes designing, implementing and maintaining adequate internal control relevant
to the preparation and presentation of the respective restated financial information, which have been used
for the purpose of preparation of these Restated Consolidated Financial Information by the management of
the Company, as aforesaid. The respective board of directors are also responsible for identifying and
ensuring that the Company/Group complies with the Act, ICDR Regulations and the Guidance Note read
with SEBI Communication, as applicable.

3. We have examined these Restated Consolidated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 14 April 2025 in connection with the proposed IPO;

b) The Guidance Note read with SEBI Communication, as applicable. The Guidance Note also requires that
we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Information; and

378
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely
to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR
Regulations and the Guidance Note read with SEBI Communication, as applicable in connection with
the IPO.

4. These Restated Consolidated Financial Information have been compiled by the management from:

(i) the audited special purpose interim consolidated financial statements of the Group as at and for the
three month periods ended 30 June 2025 and 30 June 2024 prepared in accordance with recognition
and measurement principles of Indian Accounting Standards 34 “Interim Financial Reporting” (Indian
Accounting Standards referred to as “Ind AS”) prescribed under Section 133 of the Act and other
accounting principles generally accepted in India, which have been approved by the Board of Directors
at their meeting held on 17 September 2025.

(ii) the audited consolidated Ind AS financial statements of the Group as at and for the year ended 31 March
2025 (the “Consolidated Ind AS Financial Statements”) prepared in accordance with Ind AS as
prescribed under Section 133 of the Act and other accounting principles generally accepted in India,
which have been approved by the Board of Directors at their meeting held on 29 June 2025.

(iii) the audited special purpose consolidated Ind AS financial statements as at and for the years ended 31
March 2024 and 31 March 2023 prepared on the basis as described in Note 2.1 to the Restated
Consolidated Financial Information, which have been approved by the Board of Directors at their
meeting held on 29 June 2025.

5. For the purpose of our examination, we have relied on:

a. Auditor’s reports issued by us each dated 17 September 2025, in relation to the special purpose interim
consolidated financial statements of the Group as at and for the three-month periods ended 30 June
2025 and 30 June 2024, as referred in Paragraph 4(i) above which includes the following emphasis
of matter paragraphs (also refer Note 2.1 of the Restated Consolidated Financial Information).

As at and for the three months period ended 30 June 2025

i. With respect to one of its subsidiary, i.e. Federal-Mogul Ignition Products India Limited (“FMIPL”),
we draw attention to Note 48 to the special purpose interim consolidated financial statements, which
describes the status of convening the Company’s Annual General Meeting (AGM) within the
prescribed timelines as specified under the Companies Act, 2013. On 17 June 2025, the Company
filed the compounding application under section 441 of the Companies Act, 2013 before the Registrar
of Companies. The potential impact (including penalties or other regulatory consequences, if any)
arising from said non-compliance and consequential non-compliances is currently not fully
ascertainable, as the compounding proceedings are yet to be concluded by the authorities. Based on
management's assessment, the Company has recognized a provision towards potential penal charges
on an estimated basis in the special purpose interim consolidated financial statements for the three-
month period ended 30 June 2025. Our Opinion is not modified in respect of this matter.

Note 48 as described above is reproduced as Note 2.1 to the Restated Consolidated Financial
Information.

As at and for the three-month period ended 30 June 2024

i. With respect to one of its subsidiary, i.e. Federal-Mogul Ignition Products India Limited (“FMIPL”),
we draw attention to Note 46 to the special purpose interim consolidated financial statements, which
describes the status of convening the Company’s Annual General Meeting (AGM) within the
prescribed timelines as specified under the Companies Act, 2013. On 17 June 2025, the Company
filed the compounding application under section 441 of the Companies Act, 2013 before the
Registrar of Companies. The potential impact (including penalties or other regulatory consequences,
if any) arising from said non-compliance and consequential non-compliances is currently not fully
ascertainable, as the compounding proceedings are yet to be concluded by the authorities. Based on
management's assessment, the Company has recognized a provision towards potential penal charges

379
on an estimated basis in the special purpose interim consolidated financial statements for the three-
month period ended 30 June 2024. Our Opinion is not modified in respect of this matter.

Note 46 as described above is reproduced as Note 2.1 to the Restated Consolidated Financial
Information.

a. Auditor’s reports issued by us, each dated 29 June 2025, in relation to the Consolidated Ind AS
Financial Statements of the Group as at and for the year ended 31 March 2025 and special purpose
consolidated Ind AS financial statements of the Group as at and for the years ended 31 March 2024
and 31 March 2023, respectively as referred in Paragraph 4(ii) and (iii) above which includes the
following emphasis of matter paragraphs (also refer Note 2.1 of the Restated Consolidated Financial
Information).

As at and for the year ended 31 March 2025

i. With respect to one of its subsidiary Federal-Mogul Ignition Products India Limited (FMIPL), we
draw attention to Note 49(i) to the consolidated financial statements, which describes the status of
convening the Company's Annual General Meeting (AGM) within the prescribed timelines as
specified under the Companies Act, 2013. On 17 June 2025, the Company filed the compounding
application under section 441 of the Companies Act, 2013 before the Registrar of Companies. The
potential impact (including penalties or other regulatory consequences, if any) arising from said non-
compliance and consequential non-compliances is currently not fully ascertainable, as the
compounding proceedings are yet to be concluded by the authorities. Based on management's
assessment, the Company has recognised a provision towards potential penal charges on an estimated
basis in the consolidated financial statement for the year ended 31 March 2025. Our Opinion is not
modified in respect of this matter.

Note 49(i) as described above is reproduced as Note 2.1 to the Restated Consolidated Financial
Information

As at and for the year ended 31 March 2024

i. Basis of Accounting and Restriction on Distribution and Use

We draw attention to Note 2.1 to the Special Purpose Consolidated Financial Statements, which
describes the purpose and basis of preparation. The Special Purpose Consolidated Financial
Statements have been prepared by the Company solely for the purpose of preparation of the Restated
Consolidated Financial Information as required under the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (the
"ICDR Regulations") in relation to the proposed initial public offering of the Company and to comply
with the general directions dated 28 October 2021 received from Securities and Exchange Board of
India (SEBI) by the Company through Lead Managers (the "SEBI Communication"). As a result, the
Special Purpose Consolidated Financial Statements may not be suitable for any another purpose and
are not financial statements prepared pursuant to any requirements under Section 129 of the Act, as
amended. The Special Purpose Consolidated Financial Statements cannot be referred to or distributed
or included in any offering document or used for any other purpose except with our prior consent in
writing. Our report is intended solely for the purpose of preparation of the restated consolidated
financial information and to comply with SEBI Communication and is not to be used, referred to or
distributed for any other purpose without our prior written consent. Our Opinion is not modified in
respect of this matter.

ii. With respect to one of its subsidiary Federal-Mogul Ignition Products (India) Limited we draw
attention to Note 47(i) to the Special Purpose Consolidated Financial Statements which describes about
a significant difference of Rs. 40.30 million between the physical inventory count conducted in December
2023 and the perpetual inventory records of the Company. The management was unable to provide
adequate quantification against various potential causes identified for this discrepancy, and the Company
has charged the entire amount to the statement of profit and loss under "Cost of materials consumed" for
the year ended 31 March 2024. Although the physical inventory count and roll-forward procedures for
inventory balance as at 31 March 2024 were found to be appropriate, the lack of supporting evidence to
reconcile the earlier difference raised concerns about the possibility of misappropriation of inventory or

380
other irregularities. Accordingly, in compliance with the requirements of Section 143(12) of the
Companies Act, 2013 read with Rule 13(1)(ii) of the Companies (Audit and Auditors) Rules, 2014 (as
amended), we had reported this matter to the Central Government on 06 January 2025, as the unexplained
discrepancy may indicate a potential fraud. The Board of Directors have taken necessary actions as
described in Note 47(i) to the Special Purpose Consolidated Financial Statements and have confirmed
that all identifiable adjustments have been made to the Special Purpose Consolidated Financial
Statements as at and for the year ended 31 March 2024. Our Opinion is not modified in respect of this
matter.

Note 47(i) as described above is reproduced as Note 2.1 to the Restated Consolidated Financial
Information

iii. With respect to one of its subsidiary Federal-Mogul Ignition Products (India) Limited we draw attention
to Note 47(ii) to the Special Purpose Consolidated Financial Statements which describes the status of
convening the Company's Annual General Meeting (AGM) within the prescribed timelines as specified
under the Companies Act, 2013. On 17 June 2025, the Company filed the compounding application under
section 441 of the Companies Act, 2013 before the Registrar of Companies. The potential impact
(including penalties or other regulatory consequences, if any) arising from said non-compliance and
consequential non-compliances is currently not fully ascertainable, as the compounding proceedings are
yet to be concluded by the authorities. Based on management's assessment, the Company has recognized
a provision of Rs 2.15 million towards potential penal charges on an estimated basis in the financial
statements for the year ended 31 March 2024. Our Opinion is not modified in respect of this matter.

Note 47(ii) as described above is reproduced as Note 2.1 to the Restated Consolidated Financial
Information

As at and for the year ended 31 March 2023

i. Basis of Accounting and Restriction on Distribution and Use

We draw attention to Note 2.1 to the Special Purpose Consolidated Financial Statements, which
describes the purpose and basis of preparation. The Special Purpose Consolidated Financial
Statements have been prepared by the Company solely for the purpose of preparation of the restated
consolidated financial information as required under the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (the
"ICDR Regulations") in relation to the proposed initial public offering of the Company and to comply
with the general directions dated October 28, 2021 received from Securities and Exchange Board of
India (SEBI) by the Company through Lead Managers (the "SEBI Communication"). As a result, the
Special Purpose Consolidated Financial Statements may not be suitable for any another purpose and
are not financial statements prepared pursuant to any requirements under Section 129 of the Act, as
amended. The Special Purpose Consolidated Financial Statements cannot be referred to or distributed
or included in any offering document or used for any other purpose except with our prior consent
in writing. Our report is intended solely for the purpose of preparation of the restated consolidated
financial information and to comply with SEBI Communication and is not to be used, referred to or
distributed for any other purpose without our prior written consent. Our opinion is not modified in
respect of this matter.

6. As indicated in our audit reports referred above

(i) We did not audit the financial statements of a subsidiary for the three month periods ended 30 June 2025
and 30 June 2024 and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 whose share
of total assets, total revenues and net cash inflows / (outflows) included in the special purpose interim
consolidated financial statements / Consolidated Financial Statements/special purpose consolidated
financial statements, for the relevant periods/years is tabulated below, which have been audited by other
auditors, Walker Chandiok & Co LLP, Chartered Accountants, and whose reports have been furnished to us
by the Company’s management and our opinion on the special purpose interim consolidated financial
statements / Consolidated Financial Statements/special purpose consolidated financial statements, in so far
as it relates to the amounts and disclosures included in respect of this component, is based solely on the
report of the other auditor:

381
(Rs in million)
Particulars As at and for the As at and for As at and for As at and for As at and for
three month the three the year the year the year
period ended 30 month period ended 31 ended 31 ended 31
June 2025 ended 30 March 2025 March 2024 March 2023
June 2024
Total assets 15,945 9,519 15,757 9,317 9,887
Total revenue 5,621 5,007 21,124 19,819 18,418
Net cash inflows/ (outflows) 605 (413) (329) (848) 1,248

Our opinion on the special purpose interim consolidated financial statements / Consolidated Financial
Statements/special purpose consolidated financial statements is not modified in respect of this matter.

The other auditors of the subsidiary, as mentioned above, have examined the special purpose restated
standalone financial information of the subsidiary and have confirmed that the special purpose restated
standalone financial information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors
and regrouping/reclassifications retrospectively in the three month period ended 30 June 2024 and in the
financial years ended 31 March 2025, 31 March 2024 and 31 March 2023 to reflect the same accounting
treatment as per the accounting policies and grouping/classifications followed by the Group as at and for
the three month period ended 30 June 2025;

b) does not contain any qualifications/ observations requiring any adjustments for the matters mentioned in
paragraph 7 below. However, those qualifications/ observations in the Companies (Auditor’s Report)
Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the
Act and reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended)
for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 which do not require any
adjustments in the Special Purpose Restated Standalone Financial Information have been disclosed in
note 39 of the Special Purpose Restated Standalone Financial Information and Note 39 as mentioned
above has been reproduced in Note 2.1 to the Restated Consolidated Financial Information; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

7. Based on examination report dated 16 October 2025 provided by the other auditors, the audit reports on
the standalone financial statements of the subsidiary issued by the other auditors included following:

a. Qualified Opinion on Independent Auditor’s Report on the internal financial controls with
reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (‘the Act’) for the year ended 31 March 2023:
“According to the information and explanations given to us and based on our audit, the following
material weakness has been identified as at 31 March 2023:

The Company’s internal financial controls had inadequate segregation of duties, supervisory controls
over vendor payments and timely reconciliations thereof, which has resulted in misappropriation of
funds through fraudulent payments as explained in Note 51 to the accompanying standalone financial
statements, impacting trade payable balances and its consequential impact on the earnings, reserves
and surplus and related disclosures in the financial statements.

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial controls


with reference to financial statements, such that there is a reasonable possibility that a material
misstatement of the Company's annual or interim financial statements will not be prevented or detected
on a timely basis.

In our opinion, except for the possible effects of the material weaknesses described above on the
achievement of the objectives of the control criteria, the Company has, in all material respects, adequate
internal financial controls with reference to financial statements and such controls were operating
effectively as of 31 March 2023, based on the internal control with reference to financial statements
criteria established by the Company considering the essential components of internal control stated in

382
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
ICAI.

We have considered the material weaknesses identified and reported above in determining the nature,
timing, and extent of audit tests applied in our audit of the financial statements of the Company as at
and for the year ended 31 March 2023, and the material weaknesses does not affect our opinion on the
financial statements of the Company.”

b. Emphasis of Matter for the year ended 31 March 2023

“We draw attention to note 53 of the accompanying financial statements, which states that the Company
has not complied with provisions of Section 92, 96, 129 and 137 of the Companies Act, 2013 (‘the
Act’), with respect to filing of annual return with the Registrar of Company (ROC), conducting its
Annual General Meeting (‘AGM’), laying of its financial statements in such AGM and submission of
financial statements with the ROC within the prescribed timelines for the year ended 31 March 2023.
The management of the Company is in the process of making good the aforementioned defaults by
filing necessary application with the relevant authorities for compounding of such non-compliances
with the Act and is of the view that the possible impact of such non-compliance including fines and
penalties that may be levied under the Act, would not be material to the accompanying financial
statements. Our opinion is not modified in respect of this matter.”

Note 51 and Note 53 as mentioned above have been reproduced in Note 2.1 to the Restated
Consolidated Financial Information.

c. Emphasis of matter – Basis of Preparation and Restriction on Distribution and Use for the three
months ended 30 June 2024

“We draw attention to note 2.1 to the Special Purpose Interim Standalone Financial Statements, which
describes the basis of its preparation. The Special Purpose Interim Standalone Financial Statements
have been prepared by the Company’s management for the purpose of preparation of Special Purpose
Restated Financial Information of the Company and to enable Tenneco Clean Air India Limited
(formerly known as Tenneco Clean Air India Private Limited) ("the Holding Company") in preparation
of its Special Purpose Consolidated Interim Financial Statements for the three months period ended 30
June 2024, which in turn will be required for the preparation of Restated Consolidated Financial
Information of the Holding Company, to be included in the Red Herring Prospectus (‘RHP’) and
Prospectus which is to be filed by the Holding Company with Securities and Exchange Board of India
(SEBI), National Stock Exchange of India Limited, BSE Limited and Registrar of Companies, Tamil
Nadu and Andaman at Chennai, as per the requirements of Section 26 of Part I of Chapter III of the
Act, read with the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirement) Regulations, 2018, as amended from time to time (“SEBI ICDR Regulations”) in
connection with the proposed Initial Public Offer of equity shares of the Holding Company. Therefore,
these Special Purpose Interim Standalone Financial Statements may not be suitable for another purpose.
Our report is issued solely for the aforementioned purpose and for the use of Deloitte Haskins & Sells
LLP (‘Group Auditor’), in conjunction with their audit of the special purpose interim consolidated
financial statements of the Holding Company for the three months period ended 30 June 2024, and
accordingly, should not be used, referred to or distributed for any other purpose or to any other party
without our prior written consent. Further, we do not accept or assume any liability or any duty of care
for any other purpose for which or to any other person to whom this report is shown or into whose
hands it may come without our prior consent in writing. Our opinion is not modified in respect of this
matter.”

d. Emphasis of matter – Basis of Preparation and Restriction on Distribution and Use for the three
months ended 30 June 2025

“We draw attention to note 2.1 to the Special Purpose Interim Financial Statements, which describes the
basis of its preparation. The Special Purpose Interim Financial Statements have been prepared by the
Company’s management for the purpose of preparation of Special Purpose Restated Financial
Information of the Company and to enable Tenneco Clean Air India Limited (formerly known as
Tenneco Clean Air India Private Limited) ("the Holding Company") in preparation of its Special Purpose
Consolidated Interim Financial Statements for the three months period ended 30 June 2025, which in

383
turn will be required for the preparation of Restated Consolidated Financial Information of the Holding
Company, to be included in the Red Herring Prospectus (‘RHP’) and Prospectus which is to be filed by
the Holding Company with Securities and Exchange Board of India (SEBI), National Stock Exchange
of India Limited, BSE Limited and Registrar of Companies, Tamil Nadu and Andaman at Chennai, as
per the requirements of Section 26 of Part I of Chapter III of the Act, read with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018, as amended
from time to time (“SEBI ICDR Regulations”) in connection with the proposed Initial Public Offer of
equity shares of the Holding Company. Therefore, these Special Purpose Interim Financial Statements
may not be suitable for another purpose. Our report is issued solely for the aforementioned purpose and
for the use of Deloitte Haskins & Sells LLP (‘Group Auditor’), in conjunction with their audit of the
special purpose interim consolidated financial statements of the Holding Company for the three months
period ended 30 June 2025, and accordingly, should not be used, referred to or distributed for any other
purpose or to any other party without our prior written consent. Further, we do not accept or assume any
liability or any duty of care for any other purpose for which or to any other person to whom this report
is shown or into whose hands it may come without our prior consent in writing. Our opinion is not
modified in respect of this matter.”

8. Based on our examination and according to the information and explanations given to us and also as per
reliance placed on the examination report submitted by other auditor, we report that the Restated
Consolidated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping/reclassifications retrospectively in the three-month period ended 30 June 2024
and in the financial years ended 31 March 2025, 31 March 2024 and 31 March 2023 to reflect the same
accounting treatment as per the accounting policies and grouping/classifications followed as at and for
the three month period ended 30 June 2025;

b) do not require any adjustment for modification as there is no modification in the underlying audit
reports referred in paragraph 5 above. There are items relating to emphasis of matters (refer paragraph
5 above), which do not require any adjustment to the Restated Consolidated Financial Information.
Also refer paragraph 6 above.; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note read with
SEBI Communication, as applicable.

9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other
Assurance and Related Services Engagements.

10. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent
to the respective dates of the reports on audited special purpose interim consolidated financial statements /
audited consolidated financial statements/ audited special purpose consolidated financial statements
mentioned in paragraph 4 above.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us, nor should this report be construed as a new opinion on any of the financial statements
referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.

13. Our report is intended solely for use of the Board of Directors for the purpose for inclusion in the Offer
Documents to be filed with SEBI, Stock Exchanges and the RoC, in connection with the proposed IPO.
Our report should not be used, referred to, or distributed for any other purpose except with our prior consent
in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose
or to any other person to whom this report is shown or into whose hands it may come without our prior
consent in writing.

384
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Sachanand C Mohnani
Partner
(Membership No. 407265)
UDIN: 25407265BMOVDB8907

Place: Pune
Date: October 16, 2025

385
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Restated Consolidated Statement of Assets and Liabilities
(All amounts in INR Millions, unless otherwise stated)

Particulars
As at As at As at As at As at
Notes
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
ASSETS

Non-current assets
Property, plant and equipment 3(a) 5,168.30 5,560.22 5,348.37 5,653.54 5,849.62
Right-of-use assets 4 488.30 411.70 457.49 405.36 440.94
Capital work in progress 3(b) 324.80 390.74 310.67 366.18 184.84
Intangible assets 5 11.93 17.15 12.81 16.44 17.98
Financial assets
i. Investments 6(a) 3.29 8.89 3.29 8.89 7.46
ii. Loans 6(e) 2.65 2.73 2.64 3.16 3.05
iii. Other financial assets 6(f) 117.85 2,637.62 8,421.73 2,631.09 2,623.72
Deferred tax assets (net) 7 258.04 263.49 218.26 122.97 82.33
Current tax assets (net) 8 175.97 237.74 183.20 221.94 331.59
Other non-current assets 9 149.85 79.87 77.44 97.42 138.63
Total non-current assets 6,700.98 9,610.15 15,035.90 9,526.99 9,680.16

Current assets
Inventories 10 3,018.30 3,071.15 2,777.27 3,293.44 3,948.81
Financial assets
i. Trade receivables 6(b) 5,895.61 5,697.22 6,872.31 5,597.62 5,631.82
ii. Cash and cash equivalents 6(c) 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76
iii. Bank balances other than (ii) above 6(d) 2.05 2.18 3.36 5.83 12.48
iv. Loans 6(e) 4.69 7.02 4.75 10.35 11.10
v. Other financial assets 6(f) 9,342.38 220.53 367.22 183.80 449.00
Other current assets 11 515.97 503.65 387.35 913.86 448.36
Current assets excluding assets classified as held for sale 22,486.74 11,343.89 13,271.24 11,835.63 14,616.33
Assets classified as held for sale 34 - - 8.70 - -
Total current assets 22,486.74 11,343.89 13,279.94 11,835.63 14,616.33
Total assets 29,187.72 20,954.04 28,315.84 21,362.62 24,296.49

EQUITY AND LIABILITIES

Equity
i. Equity share capital 12(a) 4,036.04 2,140.89 4,036.04 2,140.89 3,134.06
ii. Other Equity 12(b) 12,016.48 7,915.52 12,063.66 7,659.33 8,946.29
Equity attributable to owners of Parent 16,052.52 10,056.41 16,099.70 9,800.22 12,080.35
Non-Controlling Interest 26.48 17.37 23.97 13.25 14.19
Total equity 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54

LIABILITIES

Non-current liabilities
Financial liabilities
Lease liabilities 13(b) 177.41 102.35 146.07 110.43 140.70
Provisions 16 342.62 222.13 301.97 222.66 189.31
Deferred tax liabilities (net) 7 3.76 8.46 1.05 10.09 3.87
Other non-current liabilities 14 219.12 126.81 241.43 176.64 167.08
Total non-current liabilities 742.91 459.75 690.52 519.82 500.96

Current liabilities
Financial liabilities
i. Borrowings 13(c) - - - - 139.72
ii. Lease liabilities 13(b) 54.64 56.27 50.85 40.53 32.08
iii. Vendor Bill financing 13(d) 437.00 466.65 503.44 481.32 518.26
iv. Trade payables 13(a)
(a) total outstanding dues of micro enterprises and small 1,368.30 1,490.07 1,201.27 1,218.91 1,419.26
enterprises
(b) total outstanding dues of creditors other than micro 7,890.46 6,043.90 7,222.94 7,512.75 7,523.32
enterprises and small enterprises
v. Other financial liabilities 13(e) 63.12 99.26 87.90 91.70 140.54
Other current liabilities 15 1,028.00 1,366.92 1,088.40 1,068.66 1,410.79
Provisions 16 313.89 283.98 341.53 327.38 364.47
Current tax liabilities (net) 17 1,210.40 613.46 996.62 288.08 152.55
Total current liabilities excluding liabilities relating to assets held for sale 12,365.81 10,420.51 11,492.95 11,029.33 11,700.99
Liabilities relating to assets classified as held for sale 34 - - 8.70 - -
Total current liabilities 12,365.81 10,420.51 11,501.65 11,029.33 11,700.99
Total equity and liabilities 29,187.72 20,954.04 28,315.84 21,362.62 24,296.49

The accompanying material accounting policies and other explanatory notes (1-52) form an integral part of the Restated Consolidated Financial Information.
As per our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors
Chartered Accountants Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
(Firm Registration No. 117366W/W-100018)

Sachanand C Mohnani Mahender Chhabra Arvind Chandrasekharan Manavendra Singh Sial


Partner Chief Financial Officer Director Director
Membership No.: 407265 DIN: 08721916 DIN: 11095791
Place: Mumbai Place: Mumbai Place: California, USA

Roopali Singh
Company Secretary
Membership No.: ACS15006

Place: Pune Place: Gurugram


Date: 16 October 2025 Date: 16 October 2025

386
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Restated Consolidated Statement of Profit and Loss Account
(All amounts in INR Millions, unless otherwise stated)

Particulars For the three months For the three months


For the Year ended For the Year ended For the Year ended
Notes period ended period ended
31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Income
I. Revenue from operations 18 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
II. Other income 19 308.09 150.47 410.15 697.76 595.88
III. Total income (I+II) 13,164.30 12,858.19 49,314.45 55,373.88 48,869.56

IV. Expenses
a) Cost of materials consumed 20 8,282.29 8,474.30 31,813.40 38,355.04 33,968.92
b) Change in inventories of finished goods, work- 21 (134.63) (48.56) 52.21 163.25 (99.67)
in-progress & traded goods
c) Purchase of stock in trade 106.24 84.74 346.06 406.70 514.63
d) Employee benefits expense 22 830.49 712.69 2,979.24 2,526.45 2,485.76
e) Finance cost 23 70.96 47.80 202.66 251.63 215.58
f) Depreciation and amortisation expense 24 253.74 249.78 1,031.72 1,035.93 1,009.19
g) Other expenses 25 1,483.02 1,355.37 5,561.00 7,103.83 5,697.70

Total expenses 10,892.11 10,876.12 41,986.29 49,842.83 43,792.11

V. Restated Profit before tax (III-IV) 2,272.19 1,982.07 7,328.16 5,531.05 5,077.45

VI. Tax expense 26


Current tax 625.36 613.97 1,878.16 1,354.28 1,280.23
Deferred tax (34.05) (145.15) (91.28) (25.67) (19.98)
Short Provision of tax relating to earlier years / periods - 10.17 9.85 34.57 6.77
Total tax expense 591.31 478.99 1,796.73 1,363.18 1,267.02

VII. Restated Profit for the year / period (V-VI) 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
Attributable to:
-Owners of the Parent 1,678.18 1,499.01 5,520.63 4,166.58 3,810.79
-Non-Controlling Interest 2.70 4.07 10.80 1.29 (0.36)

VIII. Restated Other comprehensive (loss) / gain


Items that will not be reclassified subsequently to restated consolidated
statement of profit and loss
- Remeasurements of defined benefit plans (11.96) 11.96 (52.62) (16.90) (2.08)
- Income tax relating to above 3.02 (3.01) 13.08 8.76 0.26
Restated Other comprehensive (loss) /gain for the year / period (8.94) 8.95 (39.54) (8.14) (1.82)
Attributable to:
-Owners of the Parent (8.75) 8.90 (39.46) (8.00) (1.60)
-Non-Controlling Interest (0.19) 0.05 (0.08) (0.14) (0.22)

IX. Restated Total comprehensive income for the year / period (VII+VIII) 1,671.94 1,512.03 5,491.89 4,159.73 3,808.61

Attributable to:
-Owners of the Parent 1,669.43 1,507.91 5,481.17 4,158.58 3,809.19
-Non-Controlling Interest 2.51 4.12 10.72 1.15 (0.58)
Restated Earnings per equity share of Face Value Rs. 10 each 27
Basic (Rs.) 4.16 3.71 13.68 8.90 7.58
Diluted (Rs.) 4.16 3.71 13.68 8.90 7.58
The accompanying material accounting policies and other explanatory notes (1-52) form an integral part of the Restated Consolidated Financial Information.

As per our report attached


For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors
Chartered Accountants Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
(Firm Registration No. 117366W/W-100018)

Sachanand C Mohnani Mahender Chhabra Arvind Chandrasekharan Manavendra Singh Sial


Partner Chief Financial Officer Director Director
Membership No.: 407265 DIN: 08721916 DIN: 11095791
Place: Mumbai Place: Mumbai Place: California, USA

Roopali Singh
Company Secretary
Membership No.: ACS15006

Place: Pune Place: Gurugram


Date: 16 October 2025 Date: 16 October 2025

387
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Restated Consolidated Statement of Cash Flows
(All amounts in INR Millions, unless otherwise stated)

Particulars For the three For the three


months period months period For the Year ended For the Year ended For the Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
A. Cash flow from operating activities
Restated Profit before tax 2,272.19 1,982.07 7,328.16 5,531.05 5,077.45

Adjustments for:
Depreciation on property, plant and equipment 236.47 234.91 977.26 982.99 966.29
Amortisation on intangible assets 0.88 1.56 6.25 6.30 8.70
Amortisation on Right of Use Asset 16.39 13.31 48.21 46.64 34.20
Provision for expected credit loss 3.62 3.17 2.54 10.35 (2.86)
Excess provisions / liabilities no longer required written back (4.04) (2.68) (11.42) (33.99) (18.85)
Provision for doubtful advances 1.56 4.97 (19.34) 0.25 29.22
Provision for doubtful balances with government authorities (8.80) (5.03) 2.65 2.53 8.89
Provision for warranties 20.47 11.95 59.02 5.95 121.06
Interest income from financial assets (283.31) (14.76) (91.20) (148.75) (65.48)
Finance cost 70.96 47.80 202.67 251.63 215.30
Loss on disposal of property, plant and equipment (0.02) (0.41) 0.31 5.14 8.10
Assets written off - - - - 3.87
Gain on termination of lease - - (2.41) - (2.12)
Unrealised foreign exchange loss/(gain) (18.57) (4.67) 16.91 (7.46) 18.91
Dividend Income - (125.21) (294.19) (497.54) (431.88)
Employee share based expenses - - - - 6.49

Operating cash flows before working capital changes 2,307.80 2,146.98 8,225.42 6,155.09 5,977.29

Change in operating assets and liabilities


(Increase) / Decrease in
-Inventories (241.02) 222.29 516.17 655.48 (700.85)
-Trade receivables 969.58 (115.78) (1,288.41) 32.76 (240.65)
-Financial and Other assets (654.40) 369.47 340.78 (180.87) 125.18
Increase / (Decrease) in
-Trade payables 735.98 (1,264.25) (340.40) (197.37) 1,249.51
-Provisions (11.73) (45.37) 25.98 (42.97) (49.68)
-Financial and Other liabilities (42.18) 296.57 92.72 (389.40) 359.65
Cash generated from operations 3,064.03 1,609.91 7,572.26 6,032.72 6,720.45
Income taxes paid (net) (407.23) (306.33) (1,948.40) (1,155.99) (1,345.41)
Net cash inflow from operating activities (A) 2,656.80 1,303.58 5,623.86 4,876.73 5,375.04

B. Cash flows from investing activities:


Purchase of property, plant and equipments, including capital work in progress and capital (42.44) (136.65) (647.81) (974.93) (633.93)
advances
Sale of property, plant and equipment 1.33 5.04 20.26 6.29 8.91
Purchase of Investments - - (3.10) - -
Investment in fixed deposits and other bank deposits (0.04) - (20.36) (1.25) (8.30)
Redemption of fixed deposits and other bank deposits - - 3.95 5.30 3.10
Investment in deposits held as margin money (0.32) (1.19) (2.19) - -
Redemption of deposits held as margin money - 1.24 - 0.34 -
Interest received 38.47 21.87 87.26 165.30 67.38
Dividend received - 125.21 294.19 497.54 431.88
Net cash outflow from investing activities (B) (3.00) 15.52 (267.80) (301.41) (130.96)

C. Cash flows from financing activities: (Refer note 38)


Proceeds from Short term borrowings - - - - 131.10
Repayment of Short term borrowings - - - (139.70) (1,040.66)
Dividend Paid (1,716.61) (1,251.72) (4,092.42) (5,591.17) (2,804.28)
Reduction of share capital (Refer Note 46) - - - (849.64) -
Interest paid (70.16) (40.39) (169.42) (231.96) (195.42)
Interest paid on lease liabilities (3.16) (2.41) (9.26) (9.35) (6.25)
Repayment of lease liabilities (15.11) (13.17) (52.98) (37.53) (28.40)
Share issue expenses - - (3.73) - -
Net cash outflow from financing activities (C) (1,805.04) (1,307.69) (4,327.81) (6,859.35) (3,943.91)

Net increase / (decrease) in cash and cash equivalents (A)+(B)+(C) 848.76 11.41 1,028.25 (2,284.03) 1,300.17
Cash and cash equivalents at the beginning of the financial 2,858.98 1,830.73 1,830.73 4,114.76 2,814.59
year / period
Cash and cash equivalents at end of the year / period 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76

388
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Restated Consolidated Statement of Cash Flows
(All amounts in INR Millions, unless otherwise stated)

Cash and Cash Equivalents as per above comprise of the following (refer note no. 6(c))
Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Balances with banks:


On current accounts 1,788.65 798.94 1,009.22 1,421.70 2,433.61
Bank deposits with original maturity of less than three months 1,919.09 1,043.20 1,849.76 409.03 1,681.15
3,707.74 1,842.14 2,858.98 1,830.73 4,114.76

The accompanying material accounting policies and other explanatory notes (1-52) form an integral part of the Restated Consolidated Financial Information.

As per our report attached


For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors
(Firm Registration No. 117366W/W-100018) Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)

Sachanand C Mohnani Mahender Chhabra Arvind Chandrasekharan Manavendra Singh Sial


Partner Chief Financial Officer Director Director
Membership No.: 407265 DIN: 08721916 DIN: 11095791
Place: Mumbai Place: Mumbai Place: California, USA

Roopali Singh
Company Secretary
Membership No.: ACS15006

Place: Pune Place: Gurugram


Date: 16 October 2025 Date: 16 October 2025

389
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Restated Consolidated Statement of Changes in Equity
(All amounts in INR Millions, unless otherwise stated)
A) Equity share capital

Particulars No. of shares Amount


Balance as at 01 April 2022 313,406,120 3,134.06
Changes in equity share capital during the year - -
Balance as at 31 March 2023 313,406,120 3,134.06
Changes in equity share capital during the year (Refer note 12) (99,317,291) (993.17)
Balance as at 31 March 2024 214,088,829 2,140.89
Changes in equity share capital during the year (Refer note 12) 189,515,480 1,895.15
Balance as at 31 March 2025 403,604,309 4,036.04

For the interim period reported


Balance as at 01 April 2024 214,088,829 2,140.89
Changes in equity share capital during the period (Refer note 12) - -
Balance as at 30 June 2024 214,088,829 2,140.89

For the interim period reported


Balance as at 01 April 2025 403,604,309 4,036.04
Changes in equity share capital during the period (Refer note 12) - -
Balance as at 30 June 2025 403,604,309 4,036.04

B) Other equity
Particulars Reserves and Surplus
Attiributable to Owners of Parent
Capital Reserve Non-controlling
Share Total Equity
on Business Deemed Equity Capital Stock interest
Securities Retained Application
Capital Reserve Combination Contribution from Redemption Compensation Total
Premium Earnings Money Pending
under Common Parent Company Reserve Reserve
Allotment
Control

Balance as at 01 April 2022 769.66 6,900.76 (338.33) (1,370.19) 21.79 0.65 55.40 1,895.15 7,934.89 14.77 7,949.66
Restated Profit for the year - 3,810.79 - - - - - - 3,810.79 (0.36) 3,810.43
Restated Other comprehensive income / (Loss) (net of taxes) - (1.60) - - - - - - (1.60) (0.22) (1.82)
Employee share based payment (Refer note 33) - - - - - - 6.49 - 6.49 - 6.49
Dividend Paid during the year (Refer note 12) - (2,804.28) - - - - - - (2,804.28) - (2,804.28)
Employee stock option (Refer note 12) - 61.89 - - - - (61.89) - - - -
Balance as at 31 March 2023 769.66 7,967.56 (338.33) (1,370.19) 21.79 0.65 - 1,895.15 8,946.29 14.19 8,960.48

Balance as at 01 April 2023 769.66 7,967.56 (338.33) (1,370.19) 21.79 0.65 - 1,895.15 8,946.29 14.19 8,960.48
Restated Profit for the year - 4,166.58 - - - - - - 4,166.58 1.29 4,167.87
Restated Other comprehensive income / (Loss) (net of taxes) - (8.00) - - - - - - (8.00) (0.14) (8.14)
Dividend Paid during the year (Refer note 12) - (5,589.08) - - - - - - (5,589.08) (2.09) (5,591.17)
Utilisation for buyback of shares (Refer note 12) - (198.63) 342.17 - - - - - 143.54 - 143.54
Balance as at 31 March 2024 769.66 6,338.43 3.84 (1,370.19) 21.79 0.65 - 1,895.15 7,659.33 13.25 7,672.58

Balance as at 01 April 2024 769.66 6,338.43 3.84 (1,370.19) 21.79 0.65 - 1,895.15 7,659.33 13.25 7,672.58
Restated Profit for the year - 5,520.63 - - - - - - 5,520.63 10.80 5,531.43
Restated Other comprehensive income / (Loss) (net of taxes) - (39.46) - - - - - - (39.46) (0.08) (39.54)
Dividend Paid during the year (Refer note 12) - (4,092.42) - - - - - - (4,092.42) - (4,092.42)
Shares issued during the year (Refer note 12) - - - - - - - (1,895.15) (1,895.15) - (1,895.15)
Share issue expenses (3.74) - - - - - - - (3.74) - (3.74)
Adjustment for sale of investment by subsidiary (Refer note 40) - - - 4,914.47 - - - - 4,914.47 - 4,914.47
Balance as at 31 March 2025 765.92 7,727.18 3.84 3,544.28 21.79 0.65 - (0.00) 12,063.66 23.97 12,087.63

For the interim period reported


Balance as at 01 April 2024 769.66 6,338.43 3.84 (1,370.19) 21.79 0.65 - 1,895.15 7,659.33 13.25 7,672.58
Restated Profit for the period - 1,499.01 - - - - - - 1,499.01 4.07 1,503.08
Restated Other comprehensive income / (Loss) (net of taxes) - 8.90 - - - - - - 8.90 0.05 8.95
Dividend Paid during the period (Refer note 12) - (1,251.72) - - - - - - (1,251.72) - (1,251.72)
Balance as at 30 June 2024 769.66 6,594.62 3.84 (1,370.19) 21.79 0.65 - 1,895.15 7,915.52 17.37 7,932.89

For the interim period reported


Balance as at 01 April 2025 765.92 7,727.18 3.84 3,544.28 21.79 0.65 - - 12,063.66 23.97 12,087.63
Restated Profit for the period - 1,678.18 - - - - - - 1,678.18 2.70 1,680.88
Restated Other comprehensive income / (Loss) (net of taxes) - (8.75) - - - - - - (8.75) (0.19) (8.94)
Dividend Paid during the period (Refer note 12) - (1,716.61) - - - - - - (1,716.61) - (1,716.61)
Balance as at 30 June 2025 765.92 7,680.00 3.84 3,544.28 21.79 0.65 - - 12,016.48 26.48 12,042.96

The accompanying material accounting policies and other explanatory notes (1-52) form an integral part of the Restated Consolidated Financial Information.
As per our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors
Chartered Accountants Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
(Firm Registration No. 117366W/W-100018)

Sachanand C Mohnani Mahender Chhabra Arvind Chandrasekharan Manavendra Singh Sial Roopali Singh
Partner Chief Financial Officer Director Director Company Secretary
Membership No.: 407265 DIN: 08721916 DIN: 11095791 Membership No.: ACS15006

Place: Pune Place: Mumbai Place: Mumbai Place: California, USA Place: Gurugram
Date: 16 October 2025 Date: 16 October 2025

390
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

1. Group Information

Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited) ("the Parent" or
"the Company") was originally incorporated as a private limited company on 21 December 2018 and is converted
into a public limited company on 16 May 2025, with Company identification no: U29308TN2018FTC126510.
The Parent along with its Subsidiaries (collectively the "Group") is engaged in the manufacture and supply of
automotive components, shock absorbers, struts, catalytic converters, mufflers and exhaust pipes. The address
of its registered office and principal place of business is RNS2, Nissan Supplier Park, SIPCOT Industrial Park
Oragadam, Industrial Corridor, Kancheepuram, Tamil Nadu.

Pursuant to share swap agreements dated 25 March 2025 between Tenneco Clean Air India Limited and the
shareholders of Tenneco Automotive India Private Limited (TAIPL), Federal-Mogul Ignition Products India
Limited (FMIPL), Federal Mogul Sealings India Limited (FMSIL) and Federal Mogul Bearings India Limited
(FMBIL) (hereinafter referred to as the Subsidiaries), the Company acquired control of these Subsidiaries in
exchange for issue of its own equity shares. The Restated Consolidated Financial Information are presented in
Indian Rupees "INR" or "Rs”. and all values are stated as INR or Rs. in millions, except when otherwise indicated.

The Restated Consolidated Financial Information comprise the financial statements of the Company and the
following Subsidiaries:

Name of % holding as at Country Principal Activity


subsidiary 30 June 30 June 31 31 31 of
2025 2024 March March March Origin
2025 2024 2023
Tenneco 100% 100% 100% 100% 100% India TAIPL is engaged in the
Automotive manufacture of shock
India Private absorbers, struts and
Limited suspension systems.
Federal- 99.99% 99.99% 99.99% 99.99% 99.99% India FMIPL is engaged in the
Mogul business of manufacture
Ignition and trading of spark-plugs
Products and its accessories. It also
India Limited trades in auto-ignition
systems and auto
components.
Federal 89.89% 89.89% 89.89% 89.89% 89.89% India FMSIL is engaged in the
Mogul manufacture and supply of
Sealings sealings, gaskets and
India Limited related automotive
components used in
two/four-wheeler
automobiles.
Federal 99.37% 99.37% 99.37% 99.37% 99.37% India FMBIL is engaged in the
Mogul business of manufacture
Bearings and sale of bi-metal engine
India Limited bearings, bushes, washers,
flanges for automotive,
industrial, and agricultural,
earth moving, marine and
stationary engines.

391
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

2. Basis of preparation, measurement and material accounting policies

2.1 Basis of preparation


The Restated Consolidated Financial Information of the Group comprises of the Restated Consolidated
Statement of Assets and Liabilities as at 30 June 2025, 30 June 2024, 31 March 2025, 2024 and 2023, the
Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated
Consolidated Statement of Cash Flows and the Restated Consolidated Statement of Changes in Equity for the
three month periods ended 30 June 2025 and 30 June 2024 and for the years ended 31 March 2025, 2024 and
2023 and the Summary of Material accounting policies and explanatory notes (collectively, the ‘Restated
Consolidated Financial Information’).

The Restated Consolidated Financial Information have been prepared by the Management of the Group solely
for the purpose of inclusion in the Red Herring Prospectus ("RHP") and Prospectus (collectively, “the Offer
Documents”) to be prepared by the Company in connection with the proposed initial public offering of the equity
shares.

The Restated Consolidated Financial Information have been prepared by the Group in terms of the requirements
of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (the "ICDR Regulations");and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (ICAI), as amended (the “Guidance Note”) read with the general
directions dated October 28, 2021 received from Securities and Exchange Board of India (SEBI) by the
Parent through the Book Running Lead Managers (the “SEBI Communication”), as applicable.

The Restated Consolidated Financial Information of the Group have been prepared to comply in all material
respects with the Indian Accounting Standards (“Ind AS”) as prescribed under Section 133 of the Act,
presentation requirements of Division II of Schedule III to the Companies Act, 2013, as applicable to the
Restated Consolidated Financial Information and other relevant provisions of the Act.

The Restated Consolidated Financial Information have been compiled from:

- the audited special purpose interim consolidated financial statements of the Group as at and for the three
month periods ended 30 June 2025 and 30 June 2024 prepared in accordance with recognition and
measurement principle of Indian Accounting Standard (Ind AS) 34 “Interim Financial Reporting”, specified under
Section 133 of the Act and the other accounting principles generally accepted in India, which have been
approved by the Board of Directors at their meeting held on 06 September 2025.

- the audited consolidated financial statements of the Group as at and for the year ended 31 March 2025
prepared in accordance with the Ind AS, prescribed under Section 133 of the Act and the other accounting
principles generally accepted in India, which have been approved by the Board of Directors at their meeting held
on 29 June 2025.

- the audited special purpose consolidated financial statements of the Group as at and for the year ended 31
March 2024 prepared in accordance with recognition and measurement principle of the Ind AS, prescribed under
Section 133 of the Act and the other accounting principles generally accepted in India, which have been
approved by the Board of Directors at their meeting held on 29 June 2025.

- the audited special purpose consolidated financial statements of the Group as at and for the year ended 31
March 2023 prepared in accordance with recognition and measurement principle of the Ind AS, prescribed under
Section 133 of the Act and the other accounting principles generally accepted in India, which have been
approved by the Board of Directors at their meeting held on 29 June 2025.

392
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Until the period ended 30 June 2024, the Company did not have any subsidiary and hence it prepared a set of
standalone Ind AS financial statements for itself. In view of the proposed IPO, Tenneco LLC did a reorganisation
in which certain fellow subsidiaries of the Company (namely, Federal-Mogul Ignition Products India Limited,
Federal-Mogul Sealings India Limited, Federal-Mogul Bearings India Limited and Tenneco Automotive India
Private Limited (“TAIPL”)) became subsidiaries of the Company with effect from 26 March 2025 through a share
swap arrangement wherein the Company acquired the shareholding in the subsidiaries through an issue of its
own equity shares. Prior to such reorganisation, TAIPL was owning DRIV business segment through its wholly
owned subsidiary i.e. Motocare India Private Limited (“Motocare”) and the shareholding in Motocare was
transferred on 24 March 2025 (“Motocare Transfer”) before the reorganisation got effected to Federal-Mogul
Motorparts India Limited, a fellow subsidiary, as DRIV business segment was not meant to be part of the
reorganisation for the proposed IPO. Such transfer of shareholding of Motocare was done against a cash
consideration of Rs. 8,293.51 million (representing fair value of net assets of Motocare (“Motocare
Consideration”)) receivable over the period bearing an interest rate of 12% per annum compounded annually.
This reorganisation is considered as a common control transaction as required under Appendix C of Ind AS 103
(“Business Combinations”).

As a result, as per Appendix C of Ind AS 103, the Company prepared and presented consolidated financial
statements including Federal-Mogul Ignition Products India Limited, Federal Mogul Sealings India Limited,
Federal Mogul Bearings India Limited and Tenneco Automotive India Private Limited (standalone only for the
year ended 31 March 2025) for the comparative period financial information presented as part of restated
consolidated financial information as at and for the three month period ended 30 June 2025 and as at and for
the year ended 31 March 2025. Considering, Motocare was not acquired by the Company as part of the
reorganisation, the restated consolidated financial information of the Company does not include the financial
information of Motocare (DRIV business segment) for the comparative period presented. The Company has
reflected the impact of Motocare Transfer from the date of opening balance sheet of earliest period presented
while preparing the restated consolidated financial information as at and for the three month period ended 30
June 2025 and as at and for the year ended 31 March 2025 and recorded a receivable equivalent to carrying
value of Motocare investment value and recognised the difference between Motocare consideration value and
carrying value of investment in Motocare under 'Capital Reserve on Business Combination under Common
Control'.

Pursuant to the Companies (Indian Accounting Standard) Second Amendment Rules, 2015, Federal-Mogul
Ignition Products India Limited, Federal Mogul Sealings India Limited, Federal Mogul Bearings India Limited
(collectively known as “Certain subsidiaries”) prepared their first set of statutory financial statements as per
Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015
(as amended from time to time) for the year ended 31 March 2025 and consequently 1 April 2023 is the transition
date for preparation of such statutory financial statements. Upto the financial year ended 31 March 2024,
prepared their respective statutory financial statements in accordance with accounting standards prescribed
under Section 133 of the Companies Act, 2013 (“Indian GAAP”).

The special purpose Ind AS financial statements of Certain Subsidiaries for the year ended 31 March 2024 have
been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values
following accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101
for the transition date of 1 April 2023 and as per the presentation, accounting policies and
grouping/classifications followed as at and for the three month period ended 30 June 2025.

In pursuance to the general directions dated 28 October 2021 received from Securities and Exchange Board of
India (SEBI) by the Parent and Certain Subsidiaries through Book Running Lead Managers (the “SEBI
Communication”), for the purpose of special purpose Ind AS financial statements of Certain Subsidiaries as at
and for the year ended 31 March 2023 (“2023 Special Purpose Ind AS Financial Statements”), the transition
date is considered as 1 April 2022 which is different from the transition date adopted by the Certain Subsidiaries
at the time of first time transition to Ind AS (i.e. 1 April 2023) for the purpose of preparation of Statutory Ind AS
Financial Statements as required under Companies Act, 2013, as amended. Accordingly, the Certain
Subsidiaries has applied the accounting policy choices (both mandatory exceptions and optional exemptions

393
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

availed as per Ind AS 101) as on 1 April 2022 for these 2023 Special Purpose Ind AS Financial Statements, as
initially adopted on transition date i.e. 1 April 2023.

Further, since the statutory date of transition to Ind AS is 1 April 2023, and the 2023 Special Purpose Ind AS
Financial Statements have been prepared considering a transition date of 1 April 2022, the closing balances of
items included in the Balance Sheet as at 31 March 2023 may be different from the balances considered on the
statutory date of transition to Ind AS on 1 April 2023, due to such early application of Ind AS principles with effect
from 1 April 2022 as compared to the date of statutory transition.

The 2023 Special Purpose Ind AS Financial Statements have been prepared by making Ind AS adjustments as
mentioned above and were approved by the Board of directors at their meetings held on 17 June 2025, 18 June
2025 and 19 June 2025 for Federal Mogul Bearings India Limited, Federal Mogul Sealings India Limited and
Federal-Mogul Ignition Products India Limited respectively. The Ind AS adjustments were made to the audited
Indian GAAP financial statements of the Certain Subsidiaries as at and for the year ended 31 March 2023
prepared in accordance with Indian GAAP (the “Statutory Indian GAAP Financial Statements”) which were
approved by the Board of Directors at their meetings held on 8 September 2023, 20 September 2023 and 29
September 2023 for Federal Mogul Bearings India Limited, Federal Mogul Sealings India Limited and Federal-
Mogul Ignition Products India Limited respectively.

As such, the financial statements for the three month periods ended 30 June 2025 and 2024 and for the years
ended 31 March 2024 and 2023 are special purpose interim financial statements/ special purpose consolidated
Ind AS financial statements of Certain Subsidiaries prepared considering the recognition and measurement of
Ind AS, as adopted by the Group and described below. The special purpose interim financial statements/ special
purpose consolidated Ind AS financial statements for the three month periods ended 30 June 2025 and 2024
and for the years ended 31 March 2024 and 2023 have been prepared solely for the purpose of preparation of
the consolidated financial statements/ restated consolidated financial information as required under the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
amended from time to time (the "ICDR Regulations") in relation to the proposed initial public offering of the
Parent. As such, the special purpose interim financial statements/ special purpose consolidated Ind AS financial
statements for the three month periods ended 30 June 2025 and 2024 and for the years ended 31 March 2024
and 2023 are not suitable for any other purpose, and are also not financial statements prepared pursuant to any
requirements under section 129 of the Companies Act, 2013, as amended.

These Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent
to the respective dates of board meeting for adoption of the audited Consolidated Financial Statements for the
year ended 31 March 2025 and the Special Purpose Interim Financial Statements/ special purpose consolidated
Ind AS financial statements for the three month periods ended 30 June 2025 and 2024 and for the years ended
31 March 2024 and 2023.

These Restated Consolidated Financial Information:

a. Have been prepared after incorporating adjustments for the changes in accounting policies, material errors
and regrouping/reclassifications retrospectively in the three month period ended 30 June 2024 and financial
years ended 31 March 2025, 31 March 2024 and 31 March 2023 to reflect the same accounting treatment
as per the accounting policy and grouping/classifications followed as at and for three month period ended
30 June 2025, as applicable.
b. do not require any adjustment for modification as there is no modification in the underlying audit reports on
the Consolidated Financial Statements and the Special Purpose Consolidated Financial Statements.

394
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Matters appearing in the Independent Management Notes


Auditor’s Report:
A. Emphasis of Matters for the respective
periods/years:
i. For the three month period ended 30 June
2025

The auditor’s report dated 17 September 2025 The management of Federal-Mogul Ignition
on the Special Purpose Interim Consolidated Products India Limited (FMIPL) could not
Financial Statements of Tenneco Clean Air India convene Annual General Meeting of the
Limited for the three month period ended 30 shareholders within stipulated time period
June 2025 includes following emphasis of matter resulting in non-compliances with
paragraph: applicable provisions (such as section 92,
96 and 137) of the Companies Act,2013. On
With respect to one of its subsidiary Federal- 17 June 2025, the Company filed the
Mogul Ignition Products India Limited (FMIPL), compounding application under section 441
we draw attention to Note 48 of the Special of the Companies Act, 2013 before the
Purpose Interim Consolidated Financial Registrar of Companies. The potential
Statements, which describes the status of impact (including penalties or other
convening the Company's Annual General regulatory consequences, if any) arising
Meeting (AGM) within the prescribed timelines from said non-compliance and
as specified under the Companies Act, 2013. On consequential non-compliances is currently
17 June 2025, FMIPL filed the compounding not fully ascertainable, as the compounding
application under section 441 of the Companies proceedings are yet to be concluded by the
Act, 2013 before the Registrar of Companies. authorities. The Company has recognized
The potential impact (including penalties or other provision towards potential penal charges
regulatory consequences, if any) arising from on an estimated basis in the in the Special
said non-compliance and consequential non- Purpose Interim Consolidated Financial
compliances is currently not fully ascertainable, Statement as at 30 June 2025.
as the compounding proceedings are yet to be
concluded by the authorities. Based on
management's assessment, FMIPL has
recognized a provision towards potential penal
charges on an estimated basis in the Special
Purpose Interim Consolidated Financial
Statements as at 30 June 2025.

Our opinion is not modified in respect of this


matter.

ii. Basis of Preparation and Restriction on


Distribution and Use:
With respect to one of its subsidiary Tenneco
Automotive India Private Limited, We draw
attention to note 2.1 to the Special Purpose
Interim Financial Statements, which describes
the basis of its preparation. The Special Purpose
Interim Financial Statements have been
prepared by the Company’s management for the
purpose of preparation of Special Purpose __
Restated Financial Information of the Company
and to enable Tenneco Clean Air India Limited
(formerly known as Tenneco Clean Air India
Private Limited) ("the Holding Company") in
preparation of its Special Purpose Consolidated
Interim Financial Statements for the three
months period ended 30 June 2025, which in
turn will be required for the preparation of

395
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Restated Consolidated Financial Information of


the Holding Company, to be included in the Red
Herring Prospectus (‘RHP’) and Prospectus
which is to be filed by the Holding Company with
Securities and Exchange Board of India (SEBI),
National Stock Exchange of India Limited, BSE
Limited and Registrar of Companies, Tamil Nadu
and Andaman at Chennai, as per the
requirements of Section 26 of Part I of Chapter
III of the Act, read with the Securities and
Exchange Board of India (Issue of Capital and
Disclosure Requirement) Regulations, 2018, as
amended from time to time (“SEBI ICDR
Regulations”) in connection with the proposed
Initial Public Offer of equity shares of the Holding
Company. Therefore, these Special Purpose
Interim Financial Statements may not be __
suitable for another purpose. Our report is
issued solely for the aforementioned purpose
and for the use of Deloitte Haskins & Sells LLP
(‘Group Auditor’), in conjunction with their audit
of the special purpose interim consolidated
financial statements of the Holding Company for
the three months period ended 30 June 2025,
and accordingly, should not be used, referred to
or distributed for any other purpose or to any
other party without our prior written consent.
Further, we do not accept or assume any liability
or any duty of care for any other purpose for
which or to any other person to whom this report
is shown or into whose hands it may come
without our prior consent in writing. Our opinion
is not modified in respect of this matter.

iii. For the three month period ended 30 June


2024:

The auditor’s report dated 17 September 2025 The management of Federal-Mogul Ignition
on the Special Purpose Interim Consolidated Products India Limited (FMIPL) could not
Financial Statements of Tenneco Clean Air India convene Annual General Meeting of the
Limited for the three month period ended 30 shareholders within stipulated time period
June 2024 includes following emphasis of matter resulting in non-compliances with
paragraph: applicable provisions (such as section 92,
96 and 137) of the Companies Act,2013. On
With respect to one of its subsidiary Federal- 17 June 2025, the Company filed the
Mogul Ignition Products India Limited (FMIPL), compounding application under section 441
we draw attention to Note 46 of the Special of the Companies Act, 2013 before the
Purpose Interim Consolidated Financial Registrar of Companies. The potential
Statements, which describes the status of impact (including penalties or other
convening the Company's Annual General regulatory consequences, if any) arising
Meeting (AGM) within the prescribed timelines from said non-compliance and
as specified under the Companies Act, 2013. On consequential non-compliances is currently
17 June 2025, FMIPL filed the compounding not fully ascertainable, as the compounding
application under section 441 of the Companies proceedings are yet to be concluded by the
Act, 2013 before the Registrar of Companies. authorities. The Company has recognized
The potential impact (including penalties or other provision towards potential penal charges
regulatory consequences, if any) arising from on an estimated basis in the in the Special
said non-compliance and consequential non-

396
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

compliances is currently not fully ascertainable, Purpose Interim Consolidated Financial


as the compounding proceedings are yet to be Statement as at 30 June 2024.
concluded by the authorities. Based on
management's assessment, FMIPL has
recognized a provision towards potential penal
charges on an estimated basis in the Special
Purpose Interim Consolidated Financial
Statements as at 30 June 2024.

Our opinion is not modified in respect of this


matter.

iv. Basis of Preparation and Restriction on


Distribution and Use:
With respect to one of its subsidiary Tenneco
Automotive India Private Limited, We draw
attention to note 2.1 to the Special Purpose
Interim Standalone Financial Statements, which
describes the basis of its preparation. The
Special Purpose Interim Standalone Financial
Statements have been prepared by the
Company’s management for the purpose of
preparation of Special Purpose Restated
Financial Information of the Company and to
enable Tenneco Clean Air India Limited (formerly
known as Tenneco Clean Air India Private
Limited) ("the Holding Company") in preparation
of its Special Purpose Consolidated Interim
Financial Statements for the three months
period ended 30 June 2024, which in turn will be
required for the preparation of Restated
Consolidated Financial Information of the
Holding Company, to be included in the Red
Herring Prospectus (‘RHP’) and Prospectus
which is to be filed by the Holding Company with __
Securities and Exchange Board of India (SEBI),
National Stock Exchange of India Limited, BSE
Limited and Registrar of Companies, Tamil Nadu
and Andaman at Chennai, as per the
requirements of Section 26 of Part I of Chapter
III of the Act, read with the Securities and
Exchange Board of India (Issue of Capital and
Disclosure Requirement) Regulations, 2018, as
amended from time to time (“SEBI ICDR
Regulations”) in connection with the proposed
Initial Public Offer of equity shares of the Holding
Company. Therefore, these Special Purpose
Interim Standalone Financial Statements may
not be suitable for another purpose. Our report
is issued solely for the aforementioned purpose
and for the use of Deloitte Haskins & Sells LLP
(‘Group Auditor’), in conjunction with their audit
of the special purpose interim consolidated
financial statements of the Holding Company for
the three months period ended 30 June 2024,
and accordingly, should not be used, referred to
or distributed for any other purpose or to any
other party without our prior written consent.

397
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Further, we do not accept or assume any liability


or any duty of care for any other purpose for
which or to any other person to whom this report
is shown or into whose hands it may come
without our prior consent in writing. Our opinion
is not modified in respect of this matter.

v. For the year ended 31 March 2025:


The auditor’s report dated 29 June 2025 on the The management of Federal-Mogul Ignition
consolidated financial statements of Tenneco Products India Limited (FMIPL) could not
Clean Air India Limited for the year ended 31 convene Annual General Meeting of the
March 2025 includes following emphasis of shareholders within stipulated time period
matter paragraph: resulting in non-compliances with
applicable provisions (such as section 92,
With respect to one of its subsidiary Federal- 96 and 137) of the Companies Act,2013. On
Mogul Ignition Products India Limited (FMIPL), 17 June 2025, the Company filed the
we draw attention to Note 49(i) to the compounding application under section 441
consolidated financial statements, which of the Companies Act, 2013 before the
describes the status of convening the Registrar of Companies. The potential
Company's Annual General Meeting (AGM) impact (including penalties or other
within the prescribed timelines as specified regulatory consequences, if any) arising
under the Companies Act, 2013. On 17 June from said non-compliance and
2025, the Company filed the compounding consequential non-compliances is currently
application under section 441 of the Companies not fully ascertainable, as the compounding
Act, 2013 before the Registrar of Companies. proceedings are yet to be concluded by the
The potential impact (including penalties or other authorities. The Company has recognized
regulatory consequences, if any) arising from provision towards potential penal charges
said non-compliance and consequential non- on an estimated basis in the consolidated
compliances is currently not fully ascertainable, financial statements for the year ended 31
as the compounding proceedings are yet to be March 2025.
concluded by the authorities. Based on
management's assessment, the Company has
recognized a provision towards potential penal
charges on an estimated basis in the
consolidated financial statement for the year
ended 31 March 2025.

Our opinion is not modified in respect of this


matter.

vi. For the year ended 31 March 2024:


The auditor’s report dated 29 June 2025 on the
special purpose consolidated financial
statements of Tenneco Clean Air India Limited
for the year ended 31 March 2024 includes
following emphasis of matter paragraph:

“Basis of Accounting and Restriction on


Distribution and Use :

a. We draw attention to Note 2.1 to the Special


Purpose Consolidated Financial Statements,
which describes the purpose and basis of
preparation. The Special Purpose
Consolidated Financial Statements have
been prepared by the Parent solely for the
purpose of preparation of the restated

398
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

consolidated financial information as


required under the Securities and Exchange
Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018
as amended from time to time (the "ICDR
Regulations") in relation to the proposed
initial public offering of the Parent and to
comply with the general directions dated
October 28, 2021 received from Securities
and Exchange Board of India (SEBI) by the
Parent through Book Running Lead
Managers (the "SEBI Communication"). As a
result, the Special Purpose Consolidated
Financial Statements may not be suitable for __
any another purpose and are not financial
statements prepared pursuant to any
requirements under Section 129 of the Act,
as amended.

The Special Purpose Consolidated Financial


Statements cannot be referred to or
distributed or included in any offering
document or used for any other purpose
except with our prior consent in writing. Our
report is intended solely for the purpose of
preparation of the restated consolidated
financial information and is not to be used,
referred to or distributed for any other
purpose without our prior written consent.

Our opinion is not modified in respect of this


matter”.

b. With respect to one of its subsidiary Federal- The management of Federal-Mogul Ignition
Mogul Ignition Products India Limited Products India Limited (FMIPL) noted
(FMIPL), we draw attention to Note 47(i) of significant difference of Rs. 40.3 million
the Special Purpose Consolidated Financial between physical inventory counting
Statements, which describes about a conducted in December 2023 and perpetual
significant difference of Rs. 40.30 million inventory records of FMIPL. The
management of FMIPL was unable to
between the physical inventory count
provide adequate quantification for the
conducted in December 2023 and the
reasons identified for discrepancy, and
perpetual inventory records of the Company. FMIPL has charged the entire amount to the
The management was unable to provide statement of profit and loss under "Cost of
adequate quantification against various Materials Consumed." during the year
potential causes identified for this ended 31 March 2024. The Board of
discrepancy, and the Company has charged Directors of FMIPL engaged an
the entire amount to the Statement of Profit independent firm to investigate the reasons
and Loss under "Cost of materials for such significant difference and
consumed" for the year ended 31 March concluded that there has not been any
2024. Although the physical inventory count indication of wrong doings by employees of
and roll-forward procedures for inventory the FMIPL. The Board of Directors
balance as at 31 March 2024 were found to concluded that all identified/required
adjustments have been recorded in the
be appropriate, the lack of supporting
Special Purpose Consolidated Financial
evidence to reconcile the earlier difference Statements and no further adjustments are

399
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

raised concerns about the possibility of required as at 31 March 2024 in respect of


misappropriation of inventory or other these matters. Further, FMIPL did not have
irregularities. Accordingly, in compliance with appropriate internal controls for
the requirements of Section 143(12) of the maintenance of records evidencing the
Companies Act, 2013 read with Rule 13(1)(ii) recording of consumption of materials which
of the Companies (Audit and Auditors) Rules, could result in potential misstatements in
Cost of raw materials consumed and the
2014 (as amended), we had reported this
inventory. The Board of Directors have
matter to the Central Government on 06
already approved the appropriate remedial
January 2025 as the unexplained action plan in respect of these control
discrepancy may indicate a potential fraud. deficiencies.
The Board of Directors have taken necessary
actions as described in Note 47(i) to the The Board of Directors noted that in
Special Purpose Consolidated Financial compliance with the requirements of
Statements and have confirmed that all Section 143(12) of the Companies Act,
identifiable adjustments have been made to 2013 read with Rule 13(1)(ii) of the
the Special Purpose Consolidated Financial Companies (Audit and Auditors) Rules,
Statements as at and for the year ended 31 2014 (as amended), the statutory auditors
March 2024. had reported this matter to the Central
Government on January 6, 2025, as the
Our opinion is not modified in respect of this unexplained discrepancy may indicate a
matter. potential fraud. However, the subsequent
physical inventory count and roll-forward
procedures for inventory balance as at 31
March 2024 were found to be appropriate.

c. With respect to one of its subsidiary Federal- The management of Federal-Mogul Ignition
Mogul Ignition Products India Limited Products India Limited (FMIPL) could not
(FMIPL), we draw attention to Note 47(ii) to convene Annual General Meeting of the
the Special Purpose Consolidated Financial shareholders within stipulated time period
Statements, which describes the status of resulting in non-compliances with
convening the Company's Annual General applicable provisions (such as section 92,
96 and 137) of the Companies Act,2013.
Meeting (AGM) within the prescribed
The consequential impact (including penalty
timelines as specified under the Companies
and other regulatory consequences, if any)
Act, 2013. On 17 June 2025, the Company of these non- compliances will be only
filed the compounding application under known post the conclusion of compounding
section 441 of the Companies Act, 2013 proceedings. The Company has recognized
before the Registrar of Companies. The provision of Rs 2.15 million towards
potential impact (including penalties or other potential penal charges on an estimated
regulatory consequences, if any) arising from basis in the Special Purpose Consolidated
said non-compliance and consequential non- Financial Statements for the year ended 31
compliances is currently not fully March 2024.
ascertainable, as the compounding
proceedings are yet to be concluded by the
authorities. Based on management's
assessment, the Company has recognized a
provision of Rs 2.15 million towards potential
penal charges on an estimated basis in the
Special Purpose Consolidated Financial
Statements for the year ended 31 March
2024.

Our opinion is not modified in respect of this


matter.

400
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

vii. For the year ended 31 March 2023:


The auditor’s report dated 29 June 2025 on the
special purpose consolidated financial
statements for the year ended 31 March 2023
includes following emphasis of matter
paragraph:

“Basis of Accounting and Restriction on


Distribution and Use:

a. We draw attention to Note 2.1 to the Special


Purpose Consolidated Financial Statements,
which describes the purpose and basis of
preparation. The Special Purpose
Consolidated Financial Statements have
been prepared by the Parent solely for the
purpose of preparation of the restated
consolidated financial information as
required under the Securities and Exchange
Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018
as amended from time to time (the "ICDR __
Regulations") in relation to the proposed
initial public offering of the Parent and to
comply with the general directions dated
October 28, 2021 received from Securities
and Exchange Board of India (SEBI) by the
Parent through Book Running Lead
Managers (the "SEBI Communication"). As a
result, the Special Purpose Consolidated
Financial Statements may not be suitable for
any another purpose and are not financial
statements prepared pursuant to any
requirements under Section 129 of the Act,
as amended.

The Special Purpose Consolidated Financial


Statements cannot be referred to or
distributed or included in any offering
document or used for any other purpose
except with our prior consent in writing. Our
report is intended solely for the purpose of
preparation of the restated consolidated
financial information and to comply with SEBI
Communication and is not to be used,
referred to or distributed for any other
purpose without our prior written consent.

Our opinion is not modified in respect of this


matter”.

b. With respect to one of its subsidiary Tenneco Tenneco Automotive India Private Limited
Automotive India Private Limited, We draw (TAIPL) has resulted in the non-compliance
attention to note 47 to the Special Purpose of the provisions of Section 92, 96, 129 and
Consolidated Financial Statements, which 137 of the Companies Act, 2013 (‘the Act’),
with respect to filing of annual return with

401
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

states that the Company has not complied the Registrar of Company (ROC),
with provisions of Section 92, 96, 129 and conducting its Annual General Meeting
137 of the Companies Act, 2013 (‘the Act’), (‘AGM’), laying of its financial statements in
with respect to filing of annual return with the such AGM and submission of financial
Registrar of Company (ROC), conducting its statements with the ROC within the
Annual General Meeting (‘AGM’), laying of its prescribed timelines for the year ended 31
March 2023.
financial statements in such AGM and
submission of financial statements with the
ROC within the prescribed timelines for the
year ended 31 March 2023.

Our opinion is not modified in respect of this


matter.

B. Matters appearing in the Audit qualifications


in the Independent Auditor’s Report on the
Internal Financial Controls

i. For the year ended 31 March 2023: Subsequent to year ended 31 March 2023,
Matters appearing in the Audit qualifications in the management of Tenneco Automotive
the Independent Auditor’s Report on the internal India Private Limited (TAIPL) had identified
financial controls with reference to standalone that an employee was manipulating existing
financial statements under Clause (i) of Sub- controls around vendor payments
section 3 of Section 143 of the Companies Act, fraudulently to misappropriate funds on
2013 (‘the Act’) for the year ended 31 March multiple occasion during current year and
2023: preceding years by making payments to
other accounts instead of concerned vendor
Tenneco Automotive India Private Limited: accounts. TAIPL has appointed external
agencies for fact-based investigation,
“According to the information and explanations forensic data analysis, analysis/ reporting
given to us and based on our audit, the following on defined aspects of user activity etc.
material weakness has been identified as at 31 Based on the TAIPL management’s internal
March 2023: assessment and reports received from
external agencies, the financial impact of
The Company’s internal financial controls had this fraud is estimated to be Rs.194 million.
inadequate segregation of duties, supervisory TAIPL has taken disciplinary proceeding
controls over vendor payments and timely against the concerned employee and is in
reconciliations thereof, which has resulted in the process of enhancing supervisory and
misappropriation of funds through fraudulent monitoring controls around vendor payment
payments, impacting trade payable balances process.
and its consequential impact on the earnings,
reserves and surplus and related disclosures in
the financial statements.

A ‘material weakness’ is a deficiency, or a


combination of deficiencies, in internal financial
controls with reference to financial statements,
such that there is a reasonable possibility that a
material misstatement of the Company's annual
or interim financial statements will not be
prevented or detected on a timely basis.

In our opinion, except for the possible effects of


the material weaknesses described above on
the achievement of the objectives of the control
criteria, the Company has, in all material
respects, adequate internal financial controls
with reference to financial statements and such

402
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

controls were operating effectively as of 31


March 2023, based on the internal control with
reference to financial statements criteria
established by the Company considering the
essential components of internal control stated
in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting
issued by the ICAI.

We have considered the material weaknesses


identified and reported above in determining the
nature, timing, and extent of audit tests applied
in our audit of the financial statements of the
Company as at and for the year ended 31 March
2023, and the material weaknesses does not
affect our opinion on the financial statements of
the Company.”

C. Reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014:

In respect of one of its subsidiary, Tenneco Automotive India Private Limited:

For the year ended 31 March 2025:

"Except for the matters stated in paragraph 13(h)(vi) below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of those books. Further, the back-up of
the books of accounts and other books and papers of the Company maintained in electronic mode has not been
maintained on servers physically located in India, on a daily basis.
13(h)(vi): As stated in Note 48 to the financial statements and based on our examination which included test
checks, the Company, in respect of financial year commencing on 1 April 2024, has used an accounting software
SAP ERP for maintaining its books of account which has a feature of recording audit trail (edit log) facility and
the same has been operated throughout the year for all relevant transactions recorded in the software except
that, audit trail feature was not enabled at database level for accounting software to log any direct data changes.
Further, during the course of our audit we did not come across any instance of audit trail feature being tampered
with in respect of the accounting software where such feature is enabled. Furthermore, the audit trail has been
preserved by the Company as per the statutory requirements for record retention where audit trail is enabled."

The note 48 referred above has been reproduced in Note 50 of the Restated Consolidated Financial Information.

For the year ended 31 March 2024:


"In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books, except for the matters stated in paragraph 13(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), Further, the back-up of the
books of accounts and other books and papers of the Company maintained in electronic mode has not been
maintained on servers physically located in India, on a daily basis.

As stated in Note 51 to the financial statements and based on our examination which included test checks, the
Company, in respect of financial year commencing on 1 April 2023, has used an accounting software for
maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has
been operated throughout the year for all relevant transactions recorded in the software except that, audit trail
feature was not enabled at database level for accounting software to log any direct data changes. Further, during

403
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

the course of our audit we did not come across any instance of audit trail feature being tampered with in respect
of the accounting software where such feature is enabled."

The note 51 referred above has been reproduced in Note 50 of the Restated Consolidated Financial Information.

D. Statement / comments included in the Companies (Auditor's Report) Order, 2020 (CARO 2020)

In respect of one of its subsidiary, Tenneco Automotive India Private Limited:

As at and for the year ended 31 March 2025:

Clause ii(a) of the CARO 2020 order


The management has conducted physical verification of inventory at reasonable intervals during the year, except
for goods-in-transit and inventory lying with third parties. In our opinion, the coverage and procedure of such
verification by the management is appropriate and where discrepancies of 10% or more in the aggregate for
each class of inventory noticed on physical verification as compared to book records have been properly dealt
with in the books of account. In respect of inventory lying with third parties, these have substantially been
confirmed by the third parties and in respect of goods-in-transit, these have been confirmed from corresponding
receipt and/or dispatch inventory records.
Clause vii(a) of the CARO 2020 order
In our opinion and according to the information and explanations given to us, undisputed statutory dues including
goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of
customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally
been regularly deposited with the appropriate authorities by the Company, though there have been slight delays
in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for
a period of more than six month from the date they became payable.

Clause vii(b) of the CARO 2020 order


According to the information and explanations given to us, we report that there are no statutory dues referred in
sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except
for the following:

Name of the Nature of dues Gross Amount Amount paid Period to Forum where
statute (Rs. In million) under Protest which the dispute is
(Rs. In million) amount relates pending
(FY)
Income Tax Act, Income Tax 10.00 - 2003-2004 High Court of
1961 India
Income Tax Act, Income Tax 2.54 - 2004-2005 High Court of
1961 India
Income Tax Act, Income Tax 3.85 - 2004-2005 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 5.28 - 2005-2006 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 0.34 - 2006-2007 Income Tax
1961 Appellate
Tribunal
Income Tax Act, Income Tax 7.80 - 2007-2008 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 149.07 - 2008-2009 Commissioner
1961 of Income Tax
(Appeals)

404
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Name of the Nature of dues Gross Amount Amount paid Period to Forum where
statute (Rs. In million) under Protest which the dispute is
(Rs. In million) amount relates pending
(FY)
Income Tax Act, Income Tax 10.91 - 2009-2010 Transfer Pricing
1961 Officer
Income Tax Act, Income Tax 0.80 - 2009-2010 Deputy
1961 Commissioner
of Income
Tax (Appeals)
Income Tax Act, Income Tax 40.51 - 2009-2010 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 13.37 - 2010-2011 Transfer Pricing
1961 Officer
Income Tax Act, Income Tax 47.69 - 2010-2011 Deputy
1961 Commissioner
of Income
Tax (Appeals)
Income Tax Act, Income Tax 5.29 - 2011-2012 Transfer Pricing
1961 Officer

Income Tax Act, Income Tax 224.44 - 2017-2018 Commissioner


1961 of Income Tax
(Appeals)

Income Tax Act, Income Tax 1.08 - 2020-2021 Commissioner


1961 of Income Tax
(Appeals)
Tamil Nadu Sales Tax 25.71 - 1990-1991, Commercial
General 1992-1993, Tax Officer,
Sales Tax Act, 1993-1994, Hosur
1959 1996-1997 and
1999-2000
Goods and Goods and 1.84 - 2017-2018 Deputy
Services Tax Services Commissioner
Act, 2017 Tax

Goods and Goods and 6.14 - 2018-2019 Deputy


Services Tax Services Commissioner
Act, 2017 Tax

Goods and Goods and 6.65 0.32 2019-2020 Deputy


Services Tax Services Commissioner
Act, 2017 Tax

Customs Act, Customs Duty 0.13 - 1987-1988 Assistant


1962 Commissioner
of Central
Excise, Hosur
Customs Act, Customs Duty 19.97 1.22 2008 Commissioner
1962 of Customs
Customs Act, Customs Duty 14.12 0.82 2007-2008 Commissioner
1962 of Customs

405
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Name of the Nature of dues Gross Amount Amount paid Period to Forum where
statute (Rs. In million) under Protest which the dispute is
(Rs. In million) amount relates pending
(FY)
Customs Act, Customs Duty 13.87 - 2021-2022 Commissioner
1962 of Customs
Customs Act, Customs Duty 0.08 - 2024-2025 Commissioner
1962 of Customs

Clause xi(c) of the CARO 2020 order


According to the information and explanations given to us and as stated in note 50, the Company has received
whistle blower complaints during the year, which have been considered by us while determining the nature,
timing and extent of audit procedures.

The note 50 referred above has been reproduced in Note 51(i) of the Restated Consolidated Financial
Information.

As at and for the year ended 31 March 2024:

Clause vii(a) of the CARO 2020 order


In our opinion and according to the information and explanations given to us, undisputed statutory dues including
goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of
customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally
been regularly deposited with the appropriate authorities by the Company, though there have been slight delays
in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for
a period of more than six month from the date they became payable.

Clause vii(b) of the CARO 2020 order


According to the information and explanations given to us, we report that there are no statutory dues referred in
sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except
for the following:

Name of the Nature of dues Gross Amount Amount paid Period to Forum where
statute (Rs. In million) under Protest which the dispute is
(Rs. In million) amount relates pending
(FY)
Income Tax Act, Income Tax 10.00 - 2003-2004 High Court of
1961 India
Income Tax Act, Income Tax 2.50 - 2004-2005 High Court of
1961 India
Income Tax Act, Income Tax 3.90 - 2004-2005 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 5.30 - 2005-2006 Commissioner
1961 of Income Tax
(Appeals)

Income Tax Act, Income Tax 0.30 - 2006-2007 Income Tax


1961 Appellate
Tribunal
Income Tax Act, Income Tax 7.80 - 2007-2008 Commissioner
1961 of Income Tax
(Appeals)

406
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Name of the Nature of dues Gross Amount Amount paid Period to Forum where
statute (Rs. In million) under Protest which the dispute is
(Rs. In million) amount relates pending
(FY)
Income Tax Act, Income Tax 148.37 - 2008-2009 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 10.90 - 2009-2010 Transfer Pricing
1961 Officer
Income Tax Act, Income Tax 0.80 - 2009-2010 Deputy
1961 Commissioner
of Income
Tax (Appeals)
Income Tax Act, Income Tax 40.50 - 2009-2010 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 13.40 - 2010-2011 Transfer Pricing
1961 Officer
Income Tax Act, Income Tax 34.50 - 2010-2011 Deputy
1961 Commissioner
of Income
Tax (Appeals)
Income Tax Act, Income Tax 5.30 - 2011-2012 Transfer Pricing
1961 Officer
Income Tax Act, Income Tax 224.40 - 2017-2018 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 1.10 - 2020-2021 Commissioner
1961 of Income Tax
(Appeals)
Tamil Nadu Sales Tax 25.75 - 1990-1991, Commercial
General 1992-1993, Tax Officer,
Sales Tax Act, 1993-1994, Hosur
1959 1996-1997 and
1999-2000
Goods and Goods and 1.80 - 2017-2018 Deputy
Services Tax Services Commissioner
Act, 2017 Tax
Goods and Goods and 6.14 - 2018-2019 Deputy
Services Tax Services Commissioner
Act, 2017 Tax
Central Excise Excise Duty 111.91 - Nov'2013 - Additional
Act, 1944 Jun'2017 Director
General-
DGGSTI, New
Delhi
Customs Act, Customs Duty 0.10 - 1987-1988 Assistant
1962 Commissioner
of Central
Excise, Hosur
Customs Act, Customs Duty 20.00 - 2008 Commissioner
1962 of Customs
Customs Act, Customs Duty 14.10 - 2007-2008 Commissioner
1962 of Customs

407
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Clause xi(a) of the CARO 2020 order


To the best of our knowledge and according to the information and explanations given to us, no fraud by the
Company or no fraud on the Company has been noticed or reported during the period covered by our audit,
except for misappropriation of funds by an employee of the Company, through manipulation of existing controls
around vendor payments on multiple occasions during the current and preceding financial years as identified by
the management subsequent to 31 March 2023 but before the adoption of financial statements for FY 2022-
2023, causing losses to the Company aggregating to Rs. 194.4 million. Further, the Company has taken
disciplinary proceeding against the concerned employee and has implemented additional supervisory and
monitoring controls around vendor payment process during the year.

As at and for the year ended 31 March 2023:

Clause vii(a) of the CARO 2020 order


In our opinion, and according to the information and explanations given to us, undisputed statutory dues
including goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service
tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable,
have generally been regularly deposited with the appropriate authorities by the Company, though there have
been slight delays in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding
at the year-end for a period of more than six month from the date they became payable.

Clause vii(b) of the CARO 2020 order


According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a)
which have not been deposited with the appropriate authorities on account of any dispute except for the
following:

Name of the Nature of dues Gross Amount Amount paid Period to Forum where
statute (Rs. In million) under Protest which the dispute is
(Rs. In million) amount relates pending
(FY)
Income Tax Act, Income Tax 10.00 - 2003-2004 High Court of
1961 India
Income Tax Act, Income Tax 2.50 - 2004-2005 High Court of
1961 India
Income Tax Act, Income Tax 3.90 - 2004-2005 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 5.30 - 2005-2006 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 0.30 - 2006-2007 Income Tax
1961 Appellate
Tribunal
Income Tax Act, Income Tax 7.80 - 2007-2008 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 148.37 - 2008-2009 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 10.90 - 2009-2010 Transfer Pricing
1961 Officer

Income Tax Act, Income Tax 0.80 - 2009-2010 Deputy


1961 Commissioner
of Income
Tax (Appeals)

408
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Name of the Nature of dues Gross Amount Amount paid Period to Forum where
statute (Rs. In million) under Protest which the dispute is
(Rs. In million) amount relates pending
(FY)
Income Tax Act, Income Tax 40.50 - 2009-2010 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 13.40 - 2010-2011 Transfer Pricing
1961 Officer
Income Tax Act, Income Tax 34.50 - 2010-2011 Deputy
1961 Commissioner
of Income
Tax (Appeals)
Income Tax Act, Income Tax 5.30 - 2011-2012 Transfer Pricing
1961 Officer
Income Tax Act, Income Tax 224.40 - 2017-2018 Commissioner
1961 of Income Tax
(Appeals)
Income Tax Act, Income Tax 1.10 - 2020-2021 Commissioner
1961 of Income Tax
(Appeals)
Tamil Nadu Sales Tax 25.75 - 1990-1991, Commercial
General 1992-1993, Tax Officer,
Sales Tax Act, 1993-1994, Hosur
1959 1996-1997 and
1999-2000

Goods and Goods and 1.80 - 2017-2018 Deputy


Services Tax Services Commissioner
Act, 2017 Tax

Central Excise Excise Duty 111.90 - Nov'2013 - Additional


Act, 1944 Jun'2017 Director
General-
DGGSTI, New
Delhi
Customs Act, Customs Duty 0.10 - 1987-1988 Assistant
1962 Commissioner
of Central
Excise, Hosur
Customs Act, Customs Duty 20.00 - 2008 Commissioner
1962 of Customs
Customs Act, Customs Duty 14.10 - 2007-2008 Commissioner
1962 of Customs

Clause xi(a) of the CARO 2020 order


To the best of our knowledge and according to the information and explanations given to us, no fraud by the
Company or no fraud on the Company has been noticed or reported during the period covered by our audit,
except for misappropriation of funds by an employee of the Company, through manipulation of existing controls
around vendor payments on multiple occasions during the current and preceding financial years as identified by
the management subsequent to 31 March 2023 causing losses to the Company aggregating to Rs. 194.4 million.
Further, the Company has taken disciplinary proceeding against the concerned employee and has implemented
additional supervisory and monitoring controls around vendor payment process during the year.

409
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Clause xx(b) of the CARO 2020 order


The Company has transferred the remaining unspent amount under sub-section (5) of section 135 of the Act, in
respect of ongoing project, within a period of 30 days from the end of financial year to a special account in
compliance with the provision of sub-section (6) of section 135 of the Act.

The Restated Consolidated Financial Information do not require any adjustments for the above-mentioned
Matters.

These Restated Consolidated Financial Information have been prepared on accrual basis and on a historical
cost basis, except for certain items of financial assets and financial liabilities measured at fair value / amortised
cost. Refer note 29.

These Restated Consolidated Financial Information have been approved by the Board of Directors of the Group
on 16 October 2025.

2.2 Summary of Material Accounting Policies

a) Basis of Consolidation
The Restated Consolidated Financial Information incorporate the financial statements of the Company and
entities controlled by the Company (its Subsidiaries) up to each reporting period. Control is achieved when
the Company:
- has the power over the investee;
- is exposed, or has rights, to variable returns from its involvement with the investee; and
- has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases
when the Company loses control of the subsidiary. Specifically, the results of Subsidiaries acquired or
disposed of during the period are included in profit or loss from the date the Group gains control until the
date when the Company ceases to control the Subsidiary.

Where necessary, adjustments are made to the financial statements of Subsidiaries to bring the accounting
policies used into line with the Company’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between the members of the Group are eliminated on consolidation.

Non-controlling interests in Subsidiaries are identified separately from the Group’s equity therein. Those
interests of non-controlling shareholders that are present ownership interests entitling their holders to a
proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-
controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice
of measurement is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying
amount of non-controlling interests is the amount of those interests at initial recognition plus the non-
controlling interests’ share of subsequent changes in equity.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Group
and to the non-controlling interests. Total comprehensive income of the Subsidiaries is attributed to the
owners of the Group and to the non-controlling interests even if this results in the non-controlling interests
having a deficit balance.

Changes in the Company’s interests in Subsidiaries that do not result in a loss of control are accounted for
as equity transactions. The carrying amount of the Company’s interests and the non-controlling interests

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

are adjusted to reflect the changes in their relative interests in the Subsidiaries. Any difference between the
amount by which the non- controlling interests are adjusted and the fair value of the consideration paid or
received is recognised directly in equity and attributed to the owners of the Group.

When the Company loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is
calculated as the difference between (i) the aggregate of the fair value of the consideration received and the
fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill),
less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other
comprehensive income in relation to that subsidiary are accounted for as if the Company had directly
disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred
to another category of equity as required/permitted by applicable Ind ASs). The fair value of any investment
retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial
recognition for subsequent accounting under Ind AS 109 when applicable, or the cost of initial recognition
of an investment in an associate or a joint venture.

Business Combinations under Common Control

Business combinations involving entities or businesses in which all the combining entities or businesses are
ultimately controlled by the same party or parties both before and after the business combination, are
considered as common control business combinations. Such business combinations involving entities or
businesses under common control shall be accounted for using the pooling of interest method.

The assets and liabilities of the combining entities or businesses are reflected at their carrying amounts,
barring certain assets and liabilities not taken over in terms of business transfer agreements. No adjustments
are made to reflect fair values or recognise any new assets or liabilities. The only adjustments that are made
are to harmonize accounting policies. The financial information in the financial statements in respect of prior
periods should be restated as if the business combination had occurred from the beginning of the preceding
period in the financial statements, irrespective of the actual date of the combination. The identity of the
reserves appearing in the financial statements of the transferor is preserved and appears in the financial
statements of the transferee in the same form in which they appeared in the financial statements of the
transferor, for case of acquisition of stake in equity.

The differences, if any, between the amount of consideration paid or payable in cash or and the amount of
share capital of the transferor and further adjusted for harmonization of the accounting policies, has been
transferred to ‘Capital reserve on business combination under common control and presented separately
from other capital reserves.

During the financial year ended 31 March 2025 Tenneco Clean Air India Limited, acquired businesses by
way of acquisition of equity stake from companies which were ultimately controlled by the same parties both
before and after the business combination as explained in note 2.1 above. These transactions were in the
nature of acquisition of the equity stake from the existing shareholders.

Pursuant to the requirements of Appendix C of the Ind AS 103, these business combinations under common
control are accounted for using the pooling of interest method as explained above. The details of the
business combinations, the carrying value of the assets, liabilities and reserves acquired and harmonized
as per the revised accounting policies, and the resultant capital reserve are given in note 40.

b) Current and non-current classification

All assets and liabilities have been classified as current or non-current as per the Group’s normal operating
cycle and other criteria set out in the Act. Deferred tax assets and liabilities are classified as non-current
assets and non-current liabilities, as the case may be.

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

c) Use of estimates and judgements

The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent liabilities at the date of the financial statements and the results of operations
during the period. Although these estimates are based upon management’s best knowledge of current
events and actions, actual results could differ from these estimates. Any revision to accounting estimates is
recognised in the current and future periods.

d) Property, plant and equipment

Recognition and initial measurement


Property plant and equipment are stated at their cost of acquisition. The cost comprises purchase price,
borrowing cost if capitalisation criteria are met and directly attributable cost of bringing the asset to its
working condition for the intended use. Any trade discount and rebates are deducted in arriving at the
purchase price. Subsequent costs are included in the asset’s carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with the item will
flow to the Group. All other repair and maintenance costs are recognised in Restated Consolidated
Statement of Profit and Loss as incurred.

Subsequent measurement (depreciation and useful lives)


Property, plant and equipment are subsequently measured at cost less accumulated depreciation and
impairment losses. Depreciation on property, plant and equipment is provided on a straight-line basis,
computed on the basis of useful lives (as set out below) prescribed in Schedule II to the Companies Act,
2013:

Asset Class Estimated useful life (in years)


Plant and machinery 5-15 years
Furniture and fixtures 10 years
Office equipment 5 years
Computers 3 years
Vehicles 8 years
Buildings 30 years

The residual values, useful lives and method of depreciation are reviewed at each financial year end and
adjusted prospectively, if appropriate.

De-recognition
An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising
on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the income statement when the asset is derecognised.

e) Intangible assets

Recognition and initial measurement


Intangible assets (Computer softwares) are stated at their cost of acquisition. The cost comprises purchase
price, borrowing cost if capitalisation criteria are met and directly attributable cost of bringing the asset to its
working condition for the intended use.

Subsequent measurement (amortisation)


The cost of capitalised software is amortised over a period of 5 years from the date of its acquisition.

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

f) Impairment of non-financial assets

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been adjusted.

g) Impairment of financial assets

The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets
is impaired.

Ind AS 109 requires expected credit losses to be measured through a loss allowance. Group performs
credit assessment for customers on an annual basis. Group recognizes credit risk, on the basis of lifetime
expected losses and where receivables are due for more than twelve months.

For all other financial assets, expected credit losses are measured at an amount equal to the 12 month
expected credit losses or at an amount equal to the life-time expected credit losses if the credit risk on the
financial asset has increased significantly since initial recognition.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is
recognised immediately in profit or loss.

h) Financial instruments

Initial recognition and measurement


Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs,
except for those carried at fair value through profit or loss which are measured initially at fair value. Trade
receivable that do not contain significant financing component are initially recognised at transaction price.
Subsequent measurement of financial assets and financial liabilities is described below.

Non-derivative financial assets


Subsequent measurement
i. Financial assets carried at amortised cost – a financial asset is measured at the amortised cost
if both the following conditions are met:
- The asset is held within a business model whose objective is to hold assets for collecting
contractual cash flows, and
- Contractual terms of the asset give rise on specified dates to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using
the effective interest rate (EIR) method.

ii. Financial assets carried at fair value through other comprehensive income (FVOCI)
A financial asset is subsequently measured at fair value through other comprehensive income if it
is held within a business model whose objective is achieved by both collecting contractual cash

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
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Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

flows and selling financial assets and the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding and selling financial assets.

iii. Financial assets carried at fair value through profit or loss (FVTPL)
Financial assets are measured at fair value through profit or loss unless they are measured at
amortised cost or at fair value through other comprehensive income on initial recognition. The
transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value
through profit or loss are immediately recognised in statement of profit and loss.

iv. Derecognition of financial assets


The Company derecognizes a financial asset when the contractual rights to the cash flows from
the financial asset expire or it transfers the financial asset and the transfer qualifies for
derecognition under Ind AS 109.

Non-derivative financial liabilities


Subsequent measurement
Subsequent to initial recognition, all non-derivative financial liabilities are measured at amortised cost using
the effective interest method.

De-recognition of financial liabilities


A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the de-recognition of the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in the Restated Consolidated Statement of
Profit and Loss.

Offsetting of financial instruments


Financial assets and financial liabilities are offset and the net amount is reported in the statement of assets
and liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

i) Fair value measurement


The Group measures financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based on
the presumption that the transaction to sell the asset or transfer the liability takes place either:

I. In the principal market for the asset or liability, or


II. In the absence of a principal market, in the most advantageous market for the asset or liability.

A fair value measurement of a non-financial asset takes into account a market participant's ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the
use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the
basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy
as explained above.

j) Leases
The Group as a lessee
The Group’s leased asset classes primarily consist of leases for land, building and vehicles. The Group
assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the
Group assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has
substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the
Group has the right to direct the use of the asset.

The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease
agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12
months or less) and leases of low value assets. For these short term or low value asset leases, the Group
recognises the lease payments as an operating expense on a straight-line basis over the term of the lease
unless another systematic basis is more representative of the time pattern in which economic benefits from
the leased asset are consumed.

At the date of commencement of the lease, the Group recognises a right-of-use asset (“ROU”) and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term
of twelve months or less (short-term leases) and low value leases. For these short-term and low value
leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the
term of the lease. Certain lease arrangements include options to extend or terminate the lease before the
end of the lease term. ROU assets and lease liabilities include these options when it is reasonably certain
that they will be exercised.

The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial
direct costs less any lease incentives. They are subsequently measured at cost less accumulated
depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on
a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at amortised cost at the present value of the future lease payments.
The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable,
using the incremental borrowing rates in the country of domicile of these leases. Lease payments included
in the measurement of the lease liability are made up of fixed payments (including in substance fixed
payments) and variable payments based on an index or rate. Subsequent to initial measurement, the liability
will be reduced for payments made and increased for interest. Lease liabilities are remeasured with a
corresponding adjustment to the related right of use asset if the Group changes its assessment of whether
it will exercise an extension or a termination option.

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

k) Inventories
Inventories are valued as follows:

Raw materials, components, stores and spares and Lower of cost and net realisable value. Cost
packing material. represents purchase price and other direct costs
and is determined on a moving weighted average
cost basis. However, materials and other items held
for use in the production of inventories are not
written down below cost if the finished products in
which they will be incorporated are expected to be
sold at or above cost.
Work-in-progress Lower of cost and net realisable value. Cost for this
purpose includes material, labour and appropriate
allocation of overheads. Cost is determined on a
moving weighted average basis.
Finished Goods: Lower of cost and net realisable value. Cost for this
- Manufactured purpose includes material, labour and appropriate
allocation of overheads. Cost is determined on a
moving weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs
of completion and estimated costs necessary to make the sale. Provision for obsolescence is determined
based on management’s assessment and is charged to Restated Consolidated Statement of Profit and
Loss.

l) Revenue Recognition

Revenue is measured based on the consideration specified in a contract with a customer and excludes
amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer
a distinct good (or a bundle of goods) to the customer. A contract’s transaction price is allocated to each
distinct performance obligation and recognised as revenue, as or when, the performance obligation is
satisfied. Revenue towards satisfaction of a performance obligation is measured at the amount of
transaction price (net of variable consideration) allocated to that performance obligation. The transaction
price of goods sold and services rendered is net of variable consideration on account of various discounts
and schemes offered by the Company as part of the Contract. The Group recognises revenue from the
following major sources:

i) Sale of products:
Revenue from sale of products is measured based on the consideration specified in a contract with a
customer and excludes amounts collected on behalf of third parties. It is measured at consideration
received or receivable, net of returns and allowances, trade discounts and volume rebates. The
Company recognises revenue when it transfers control over a product to a customer i.e. when goods
are delivered at the delivery point, as per terms of the agreement, which could be either customer
premises or carrier premises who will deliver goods to the customer. When payments received from
customers exceed revenue recognised to date on a particular contract, any excess (a contract liability)
is reported in the Balance Sheet under other current liabilities.

Satisfaction of performance obligations


The Group’s revenue is derived from the single performance obligation to transfer primarily products
under arrangements in which the transfer of control of the products and the fulfilment of the Group’s
performance obligation occur at the same time. Revenue from the sale of goods is recognised when the
Group has transferred control of the goods to the buyer and the buyer obtains the benefits from the
goods, the potential cash flows and the amount of revenue (the transaction price) can be measured
reliably, and it is probable that the Group will collect the consideration to which it is entitled to in exchange
for the goods.

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Whether the customer has obtained control over the asset depends on when the goods are made
available to the carrier or the buyer takes possession of the goods, depending on the delivery terms.
For the Group, generally the criteria to recognise revenue has been met when its products are delivered
to its customers or to a carrier who will transport the goods to its customers, this is the point in time
when the Group has completed its performance obligations. Revenue is measured at the transaction
price of the consideration received or receivable, the amount the Company expects to be entitled to.

Payment terms
The sale of goods is typically made under credit payment terms differing from customer to customer and
ranges between 30-60 days.

ii) Interest:
Interest income is recorded on accrual basis.

iii) Revenue from services:


Revenue from sale of services is recognised upon rendering the services based on agreements/
arrangements with the concerned parties. For fixed price contracts, revenue is recognised based on the
actual service provided till the end of the reporting period as a proportion of the total services to be
provided overtime since the Group’s performance does not create an asset with an alternative use to
the Group and the Group has an enforceable right to payment for performance completed to date.

The Group provide designing services for customised tools to its customers and recognises its revenue
over time using an input method to measure progress towards complete satisfaction of tool designing.

Where the Group cannot reasonably measure the outcome of a performance obligation, but the Group
expects to recover the costs incurred in satisfying the performance obligation, in those circumstances,
the Group recognises revenue only to the extent of the costs incurred until such time that it can
reasonably measure the outcome of the performance obligation.

iv) Revenue from development of customer paid tools:


The Group incurs pre-production tooling costs related to the products developed for its customers under
supply arrangements. Tooling income (net) represents amounts recovered from customers, which are
in excess of development costs incurred by the Group to manufacture such tools, similarly tooling cost
(net) represents costs incurred by the Group in excess of amounts recovered from customers. The
Group recognizes such tooling income (net)/ tooling cost (net) when the control of the goods have
passed on to the customer. The Group expenses all pre-production tooling costs related to customer
owned tools for which reimbursement is not contractually guaranteed by the customer or for which the
customer has not provided a non-cancellable right to use the tooling, at the time of their estimation.
When it is probable that total development costs will exceed the tooling revenue, the expected loss is
recognized as an expense in the Restated Consolidated Statement of Profit and Loss in the period in
which such probability occurs.

The tooling income (net) is deferred and recognized over the initial contract period over which supply of
goods using developed tools will be made available to the customer. The contract period is generally 3
to 5 years, so tooling income is recognised accordingly. The deferred portion of such income is
recognised as deferred income in financial statements.

v) Contract assets
A contract asset is the Group’s right to consideration in exchange for goods or services that the Group
has transferred to the customer. A contract asset becomes a receivable when the Group’s right to
consideration is unconditional, which is the case when only the passage of time is required before
payment of the consideration is due. The impairment of contract assets is measured, presented and
disclosed on the same basis as trade receivables. The Contract asset in case of Group comprises of
deferred income which relates to expenses incurred but not billed yet as per the terms of contract.

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

The Group’s contract assets are disclosed in Note 6(b) , Note 6(f) and Note 18.

vi) Contract liabilities


A contract liability is the obligation to transfer goods or services to a customer for which the Group has
received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Group transfers goods or services to the customer, a contract liability is
recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities
are recognised as revenue when the Group performs under the contract. The Contract liability comprises
of unearned income which relates to excess of invoicing over cost incurred for a particular project.

The Group's contract liabilities are disclosed in Note 14, Note 15 and Note 18.

vii) Export Benefits/Incentives


Export entitlements under the Duty Entitlement Pass Book (DEPB) Scheme/ Duty Drawback scheme
are recognised in the Restated Consolidated Statement of Profit and Loss when the same is received
by the Group.

m) Statement of Cash flows

Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects
of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments and item of income or expenses associated with investing or financing cash flows. The cash flows
from operating, investing and financing activities of the Group are segregated.

n) Foreign Currency Transactions

Functional and presentation currency


The Restated Consolidated Financial Information are presented in Indian Rupee (‘INR or Rs’) which is also
the functional and presentation currency of the Group.

Transactions and balances


Foreign currency transactions are recorded in the functional currency, by applying to the exchange rate
between the functional currency and the foreign currency at the date of the transaction.
Foreign currency monetary items outstanding at the balance sheet date are converted to functional currency
using the closing rate. Non-monetary items denominated in a foreign currency which are carried at historical
cost are reported using the exchange rate at the date of the transactions.

Exchange differences arising on such conversion and settlement at rates different from those at which they
were initially recorded, are recognised in the Restated Consolidated Statement of Profit and Loss in the
period in which they arise.

o) Retirement and Other Employee Benefits

(i) Defined Contribution Plans:


These are plans in which the Group pays pre-defined amounts to funds administered by government
authority/ Company and does not have any legal or constructive obligation to pay additional sums. These
comprise contributions in respect of Employees’ Provident Fund and Employees’ State Insurance. The
Group’s payments to the defined contribution plans are recognised as employee benefit expenses when
they are due.

(ii) Defined Benefit Plans:


Gratuity liability under the Payment of Gratuity Act is accrued on the basis of an actuarial valuation made
at the end of each reporting period. The actuarial valuation is done as per projected unit credit method.

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are
credited or charged to other comprehensive income in the period in which such gains or losses are
determined.

(iii) Short term compensated absences are provided for based on estimates. Long term compensation
liability for leave encashment is determined in accordance with Group policy and is measured on the
basis of valuation by an independent actuary at the end of the reporting period. The actuarial valuation
is done as per projected unit credit method.
Actuarial gains and losses arising from past experience and changes in actuarial assumptions are
charged to Restated Consolidated Statement of Profit and Loss in the period in which such gains or
losses are determined.

(iv) Share based payments:


Share-based compensation benefits are provided to employees via plans of Tenneco LLC., Restricted
Stock Units.
Restricted Stock Units (RSUs):
The fair value of RSUs is recognised as an employee benefit expense with a corresponding increase in
equity. The total amount to be expensed is determined by reference to the fair value of the RSUs vested.
The total expense is recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each period, the Group revises its estimates
of the number of RSUs that are expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a
corresponding adjustment to equity. This has been discontinued since 2024.

(v) Bonus Plans:


The Group recognises a liability and an expense for bonuses. The Group recognises a provision where
contractually obliged or where there is a past practice that has created a constructive obligation.

p) Income Taxes

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected
to be paid to the tax authorities in accordance with the Income Tax Act, 1961 enacted in India.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss
(either in other comprehensive income or in equity).

Deferred tax is recognised in respect of temporary differences between carrying amount of assets and
liabilities for financial reporting purposes and corresponding amount used for taxation purposes. Deferred
tax assets on unrealised tax loss are recognised to the extent that it is probable that the underlying tax loss
will be utilised against future taxable income. This is assessed based on the Company’s forecast of future
operating results, adjusted for significant non-taxable income and expenses and specific limits on the use
of any unused tax loss. Unrecognised deferred tax assets are re-assessed at each reporting date and are
recognised to the extent that it has become probable that future taxable profits will allow the deferred tax
asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted
or substantively enacted at the reporting date. Deferred tax relating to items recognised outside statement
of profit and loss is recognised outside Statement of Profit and Loss (either in other comprehensive income
or in equity).

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Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
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Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

q) Earnings per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. For the
purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.

r) Provisions, contingent liabilities and contingent assets

Provisions are recognised when an enterprise has a present obligation as a result of past event; it is
probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable
estimate can be made. Provisions are discounted to their present values, where the time value of money is
material. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on
the most reliable evidence available at the reporting date, including the risks and uncertainties associated
with the present obligation. Provisions are discounted to their present values, where the time value of money
is material.

Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the
obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related
provision.

All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. In cases
where the outflow of economic resources as a result of present obligations is considered improbable or
remote, no provision is recognised.
Contingent liability is disclosed for:
- Possible obligations which will be confirmed only by future events not wholly within the control of the
Group or
- Present obligations arising from past events where it is not probable that an outflow of resources will
be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be
made.

Contingent assets are not recognised. However, when inflow of economic benefits is probable, related asset
is disclosed.

s) Cash and Cash Equivalents

Cash and cash equivalent comprise cash at banks and on hand and short-term deposits with original
maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.

t) Significant management judgement in applying accounting policies and estimation uncertainty

The preparation of the Group’s financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
related disclosures.

Significant management judgements

Recognition of deferred tax assets – The extent to which deferred tax assets can be recognised is based
on an assessment of the probability of the future taxable income against which the deferred tax assets can
be utilised.

420
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Evaluation of indicators for impairment of assets – The evaluation of applicability of indicators of


impairment of assets requires assessment of several external and internal factors which could result in
deterioration of recoverable amount of the assets.

Classification of leases – The Group enters into leasing arrangements for various assets. The
classification of the leasing arrangement as a finance lease or operating lease is based on an assessment
of several factors, including, but not limited to, transfer of ownership of leased asset at end of lease term,
lessee’s option to purchase and estimated certainty of exercise of such option, proportion of lease term to
the asset’s economic life, proportion of present value of minimum lease payments to fair value of leased
asset and extent of specialised nature of the leased asset.

Impairment of financial assets – At each balance sheet date, based on historical default rates observed
over expected life, the management assesses the expected credit loss on outstanding financial assets.

Provisions – At each balance sheet date basis the management judgment, changes in facts and legal
aspects, the Group assesses the requirement of provisions against the outstanding warranties and
guarantees. However, the actual future outcome may be different from this judgement.

Significant estimates

Recoverability of advances/receivables - At each balance sheet date, based on historical default rates
observed over expected life, the management assesses the expected credit loss on outstanding
receivables and advances.

Useful lives of depreciable/amortisable assets – Management reviews its estimate of the useful lives of
depreciable/amortisable assets at each reporting date, based on the expected utility of the assets.

Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility
of certain software, customer relationships, IT equipment and other plant and equipment.

Defined benefit obligation (DBO) – Management’s estimate of the DBO is based on a number of
underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future
salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual
defined benefit expenses.

u) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption amount is recognised in Statement of Profit and Loss over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan facilities are recognised as
transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn
down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it
is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment and
amortised over the period of the facility to which it relates.

Borrowings are derecognised from the balance sheet when the obligation specified in the contract is
discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has
been extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in Restated Consolidated Statement of Profit and Loss as
other gains/(losses).

Borrowings are classified as current liabilities unless the company has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.

421
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Material accounting policies and other explanatory notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

v) Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of reporting
period which are unpaid. The amounts are unsecured and are paid as per the terms of contracts with the
supplier. Trade and other payables are presented as current liabilities unless payment is not due within 12
months after the reporting period. They are recognised initially at their fair value and subsequently measured
at amortised cost using the effective interest method.

w) Dividend

The final dividend on shares is recorded as a liability on the date of approval by the shareholders and interim
dividends are recorded as a liability on the date of declaration by the Group's Board of Directors. Income
tax consequences of dividends on financial instruments classified as equity will be recognized according to
where the entity originally recognized those past transactions or events that generated distributable profits.
The Group declares and pays dividends in Indian rupees. Group is required to pay / distribute dividend after
deducting applicable taxes.

x) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
Operating Decision Maker. The CODM is responsible for allocating resources and assessing performance
of the operating segments of the Group.

The directors of Tenneco Clean Air India Limited assess the financial performance and position of the
Company and make strategic decisions. The directors who have been identified as being the Chief
Operating Decision Maker consist of Chief Executive Officer, the Vice President & General Manager India
and Finance Director. Refer Note 35 for segment information presented.

y) Recent Pronouncements

The Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules as issued from time to time.

MCA notified amendments effective on or after 1 April 2025 to:


• Ind AS 21 The Effects of Changes in Foreign Exchange Rates to specify how an entity should
assess whether a currency is exchangeable and how it should determine a spot exchange rate
when exchangeability is lacking,
• Ind AS 1 Presentation of Financial Statements paragraphs 69 to 76 to specify the requirements for
classifying liabilities as current or non-current,
• Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments: Disclosures to clarify the
characteristics of supplier finance arrangements and require additional disclosure of such
arrangements.
• Ind AS 12 Income Taxes in response to the OECD’s BEPS Pillar Two rules and include:
i. A mandatory temporary exception to the recognition and disclosure of deferred taxes arising
from the jurisdictional implementation of the Pillar Two model rules; and
ii. Disclosure requirements for affected entities help users of the financial statements better
understand an entity’s exposure to Pillar Two income taxes arising from that legislation,
particularly before its effective date.
The mandatory temporary exception – the use of which is required to be disclosed – applies
immediately. The remaining disclosure requirements apply for annual reporting periods beginning
on or after 1 April 2025, but not for any interim periods ending on or before March 31, 2026.

The Group has reviewed the recent pronouncements and based on its evaluation has determined that it
does not have any impact in its restated consolidated financial information.

422
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

3(a) Property, Plant and Equipment


Particulars Freehold Land Buildings Plant and Office equipment Furniture and fixtures Computer Vehicles Total
machinery
Deemed cost
Opening carrying amount as at 01 April 2022 5.17 1,496.76 7,327.66 9.21 94.66 174.52 18.55 9,126.53
Additions - 29.92 517.14 2.22 2.46 30.08 0.49 582.31
Disposals/adjustments - (3.45) (158.60) (1.11) (22.85) (27.86) (0.62) (214.49)
Closing carrying amount as at 31 March 2023 5.17 1,523.23 7,686.20 10.32 74.27 176.74 18.42 9,494.35

Ind AS transition adjustments (Refer note 1 below) - (6.79) (141.76) (0.50) (1.56) (3.29) (0.33) (154.23)
Opening carrying amount as at 01 April 2023 5.17 1,516.44 7,544.44 9.82 72.71 173.45 18.09 9,340.12
Additions - 12.39 718.64 0.93 5.81 59.71 0.86 798.34
Disposals/adjustments - (0.58) (20.29) (0.67) (0.31) (0.60) - (22.45)
Closing carrying amount as at 31 March 2024 5.17 1,528.25 8,242.79 10.08 78.21 232.56 18.95 10,116.01

Opening carrying amount as at 01 April 2024 5.17 1,528.25 8,242.79 10.08 78.21 232.56 18.95 10,116.01
Additions - 92.35 510.78 1.15 16.66 63.38 8.34 692.66
Disposals/adjustments* - (2.82) (54.94) (1.83) - (0.03) - (59.62)
Closing carrying amount as at 31 March 2025 5.17 1,617.78 8,698.63 9.40 94.87 295.91 27.29 10,749.05

For the interim period reported


Opening carrying amount as at 01 April 2024 5.17 1,528.25 8,242.79 10.08 78.21 232.56 18.95 10,116.01
Additions - 33.51 85.67 0.94 15.23 10.88 - 146.22
Disposals/adjustments - (1.10) (22.20) (0.12) - (0.43) - (23.85)
Closing carrying amount as at 30 June 2024 5.17 1,560.66 8,306.26 10.90 93.44 243.00 18.95 10,238.38

For the interim period reported


Opening carrying amount as at 01 April 2025 5.17 1,617.78 8,698.63 9.40 94.87 295.91 27.29 10,749.05
Additions - 0.08 54.21 - - 3.42 - 57.71
Disposals/adjustments - - (1.34) - - - - (1.34)
Closing carrying amount as at 30 June 2025 5.17 1,617.86 8,751.50 9.40 94.87 299.33 27.29 10,805.42

Accumulated depreciation

Opening accumulated depreciation as at 01 April 2022 - 256.33 2,467.16 2.98 53.93 88.46 7.06 2,875.92
Depreciation charge for the year - 60.27 861.80 1.83 9.20 30.98 2.21 966.29
Disposals - (0.78) (146.18) (0.91) (22.01) (27.02) (0.58) (197.48)
Closing accumulated depreciation as at 31 March 2023 - 315.82 3,182.78 3.90 41.12 92.42 8.69 3,644.73

Ind AS transition adjustments (Refer note 1 below) - (6.79) (141.76) (0.50) (1.56) (3.29) (0.33) (154.23)
Opening accumulated depreciation as at 01 April 2023 - 309.03 3,041.02 3.40 39.56 89.13 8.36 3,490.50
Depreciation charge for the year - 61.15 877.03 1.52 8.37 32.68 2.24 982.99
Disposals - (0.60) (9.18) (0.68) (0.15) (0.41) - (11.02)
Closing accumulated depreciation as at 31 March 2024 - 369.58 3,908.87 4.24 47.78 121.40 10.60 4,462.47

Opening accumulated depreciation as at 01 April 2024 - 369.58 3,908.87 4.24 47.78 121.40 10.60 4,462.47
Depreciation charge for the year - 63.07 853.78 1.60 8.56 48.08 2.17 977.26
Disposals - (1.24) (36.10) (1.71) - - - (39.05)
Closing accumulated depreciation as at 31 March 2025 - 431.41 4,726.55 4.13 56.34 169.48 12.77 5,400.68

For the interim period reported


Opening accumulated depreciation as at 01 April 2024 - 369.58 3,908.87 4.24 47.78 121.40 10.60 4,462.47
Depreciation charge for the period - 15.32 205.02 0.32 2.12 11.52 0.61 234.91
Disposals - (0.39) (18.27) (0.12) - (0.44) - (19.22)
Closing accumulated depreciation as at 30 June 2024 384.51 4,095.62 4.44 49.90 132.48 11.21 4,678.16

For the interim period reported


Opening accumulated depreciation as at 01 April 2025 - 431.41 4,726.55 4.13 56.34 169.48 12.77 5,400.68
Depreciation charge for the period - 16.00 203.79 0.36 2.01 13.47 0.84 236.47
Disposals - - (0.03) - - - - (0.03)
Closing accumulated depreciation as at 30 June 2025 - 447.41 4,930.31 4.49 58.35 182.95 13.61 5,637.12
Net carrying amount as at 30 June 2025 5.17 1,170.45 3,821.19 4.91 36.52 116.38 13.68 5,168.30
Net carrying amount as at 30 June 2024 5.17 1,176.15 4,210.64 6.46 43.54 110.52 7.74 5,560.22
Net carrying amount as at 31 March 2025 5.17 1,186.37 3,972.08 5.27 38.53 126.43 14.52 5,348.37
Net carrying amount as at 31 March 2024 5.17 1,158.67 4,333.92 5.84 30.43 111.16 8.35 5,653.54
Net carrying amount as at 31 March 2023 5.17 1,207.41 4,503.42 6.42 33.15 84.32 9.73 5,849.62

*Note: On 17 February 2025, a fire incident occurred at the Parwanoo Plating Plant of Federal-Mogul Bearings India Limited (FMBIL), a subsidiary of the Company. The incident resulted in damage to plant and machinery, with a net
carrying value of Rs.9.91 million. Additionally, the fire caused a business loss amounting to Rs.32.01 million.
The incident was promptly reported to the insurance company. The Company has adequate insurance coverage for both the asset damage and business interruption losses. Post balance sheet date, the insurance company has made an
interim disbursement of Rs.15 million against the machinery replacement claim.

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423
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

3(b) Capital Work in Progress (CWIP)


Particulars Capital Work in
Progress (CWIP)
Balance as at 01 April 2022 156.62
Additions during the year 611.03
Capitalised during the year (582.81)
Balance as at 31 March 2023 184.84
Additions during the year 959.43
Capitalised during the year (778.09)
Balance as at 31 March 2024 366.18
Additions during the period 632.76
Capitalised during the period (688.27)
Balance as at 31 March 2025 310.67

For the interim period reported


Balance as at 1 April 2024 366.18
Additions during the period 170.78
Capitalised during the period (146.22)
Balance as at 30 June 2024 390.74

For the interim period reported


Balance as at 1 April 2025 310.67
Additions during the period 71.84
Capitalised during the period (57.71)
Balance as at 30 June 2025 324.80

Capital Work in Progress (CWIP) Ageing Schedule

As at 30 June 2025

CWIP Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 256.67 54.87 12.98 - 324.52
Projects temporarily suspended - - - 0.28 0.28

As at 30 June 2024

CWIP Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 343.50 45.36 1.60 - 390.46
Projects temporarily suspended - - - 0.28 0.28

As at 31 March 2025

CWIP Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 271.65 27.14 11.60 - 310.39
Projects temporarily suspended - - - 0.28 0.28

As at 31 March 2024

CWIP Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 349.06 15.24 1.60 - 365.90
Projects temporarily suspended - - 0.28 - 0.28

As at 31 March 2023

CWIP Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 165.85 11.42 - 6.53 183.80
Projects temporarily suspended - - 1.04 - 1.04

424
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)
For Capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan, following is the CWIP completion schedule:

As at 30 June 2025

Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Plant and machinery 28.28 16.00 1.05 - 45.33

As at 30 June 2024

Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Plant and machinery 5.60 - - - 5.60

As at 31 March 2025
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Plant and machinery 13.42 13.82 - - 27.23

As at 31 March 2024
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total
Plant and machinery 1.14 4.83 - - 5.97
Notes:
1.) In respect of the subsidiaries, for transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as of 1 April 2023 measured as per the previous GAAP and use that
carrying value as its deemed cost as of the transition date. For the purpose of preparing these financial statements, the Group has considered transition date to be 1 April 2022. Refer Note 41 for First Time Adoption of Ind AS.

2.) Refer to Note 32(a) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
3.) Buildings includes buildings which are developed on the leasehold land classified under right of use assets (Refer Note 4).
4.) The Group has not revalued its property, plant and equipment during each reporting year / period.
5.) There is no property, plant and equipment that is pledged or under lien.
6.) There are no impairment losses recognised during each reporting year / period.

425
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

4 Right-of-use assets

Following are the changes in the carrying value of right of use assets:

Particulars Vehicles Leasehold land Buildings Total

Gross carrying value


As at 01 April 2022 24.00 305.20 195.31 524.51
Additions 7.46 - 102.96 110.42
Disposals (0.62) - (26.65) (27.27)
As at 31 March 2023 30.84 305.20 271.62 607.66

Ind AS transition adjustments (Refer note (a) below) - (0.16) (0.09) (0.25)
As at 01 April 2023 30.84 305.04 271.53 607.41
Additions 7.02 - 6.26 13.28
Disposals - - (2.25) (2.25)
As at 31 March 2024 37.86 305.04 275.54 618.44

As at 01 April 2024 37.86 305.04 275.54 618.44


Additions 8.34 - 102.37 110.71
Disposals (4.72) - (49.20) (53.92)
As at 31 March 2025 41.48 305.04 328.71 675.23

For the interim period reported


As at 01 April 2024 37.86 305.04 275.54 618.44
Additions - - 20.12 20.12
Disposals (0.48) - - (0.48)
As at 30 June 2024 37.38 305.04 295.66 638.08

For the interim period reported


As at 01 April 2025 41.48 305.04 328.71 675.23
Additions - - 56.62 56.62
Disposals - - (16.57) (16.57)
As at 30 June 2025 41.48 305.04 368.76 715.28

Accumulated depreciation
As at 01 April 2022 10.41 26.27 112.75 149.43
Depreciation charge for the year 6.32 3.51 24.37 34.20
Disposals/adjustments (0.44) - (16.47) (16.91)
As at 31 March 2023 16.29 29.78 120.65 166.72

Ind AS transition adjustments (Refer note (a) below) - (0.16) (0.09) (0.25)
As at 01 April 2023 16.29 29.62 120.56 166.47
Depreciation charge for the year 6.96 3.23 36.45 46.64
Disposals/adjustments - - (0.03) (0.03)
As at 31 March 2024 23.25 32.85 156.98 213.08

As at 01 April 2024 23.25 32.85 156.98 213.08


Depreciation charge for the year 7.49 3.23 37.49 48.21
Disposals/adjustments (4.00) - (39.55) (43.55)
As at 31 March 2025 26.74 36.08 154.92 217.74

For the interim period reported


As at 01 April 2024 23.25 32.85 156.98 213.08
Depreciation charge for the period 1.81 0.79 10.71 13.31
Disposals/adjustments (0.01) - - (0.01)
As at 30 June 2024 25.05 33.64 167.69 226.38

For the interim period reported


As at 01 April 2025 26.74 36.08 154.92 217.74
Depreciation charge for the period 1.90 0.79 13.70 16.39
Disposals/adjustments - - (7.15) (7.15)
As at 30 June 2025 28.64 36.87 161.47 226.98

Net carrying amount as at 30 June 2025 12.84 268.17 207.29 488.30


Net carrying amount as at 30 June 2024 12.32 271.40 127.97 411.70
Net carrying amount as at 31 March 2025 14.74 268.96 173.79 457.49
Net carrying amount as at 31 March 2024 14.61 272.19 118.56 405.36
Net carrying amount as at 31 March 2023 14.55 275.42 150.97 440.94

Note:
(a) In respect of the subsidiaries, the date of transition to Ind AS is 1 April 2023. In preparing these financial statements, the Group has considered transition
date to be 01 April 2022.

(b) The Group has not revalued its right-of-use assets during each reporting year / period.

The aggregate depreciation expense on ROU assets is included under depreciation and amortisation expense in the Restated Consolidated Statement of
Profit and Loss.

The following is the break-up of current and non-current lease liabilities:


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non-current lease liabilities 177.41 102.35 146.07 110.43 140.70
Current lease liabilities 54.64 56.27 50.85 40.53 32.08
Total 232.05 158.62 196.92 150.96 172.78

The Group has taken building and vehicles on lease for an average lease term of 26 months to 60 months. Gross carrying value of leasehold land includes
amounts which were paid upfront, at the commencement date of the lease along with relevant initial direct costs to acquire leasehold rights. The Group has
entered into long term leases of around 95-99 years for land leases.

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426
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

The following is the movement in lease liabilities:


Particulars Amount

As at 01 April 2022 102.42


Additions 108.34
Finance cost accrued during the year (Refer note 23) 8.67
Derecognised during the year (12.00)
Payment of lease liabilities (34.65)
Balance as at 31 March 2023 172.78

As at 01 April 2023 172.78


Additions 12.40
Finance cost accrued during the year (Refer note 23) 13.92
Derecognised during the year (1.26)
Payment of lease liabilities (46.88)
Balance as at 31 March 2024 150.96

As at 01 April 2024 150.96


Additions 108.28
Finance cost accrued during the period (Refer note 23) 13.57
Derecognised during the period (13.65)
Payment of lease liabilities (62.24)
Balance as at 31 March 2025 196.92

For the interim period reported


As at 01 April 2024 150.96
Additions 20.12
Finance cost accrued during the period (Refer note 23) 3.61
Derecognised during the year (0.49)
Payment of lease liabilities (15.58)
Balance as at 30 June 2024 158.62

For the interim period reported


As at 01 April 2025 196.92
Additions 52.98
Finance cost accrued during the period (Refer note 23) 5.19
Derecognised during the period (4.77)
Payment of lease liabilities (18.27)
Balance as at 30 June 2025 232.05

The table below provides details regarding the contractual maturities of lease liabilities of non-cancellable contractual commitments as on an
undiscounted basis.
Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Less than one year 72.08 53.33 65.08 52.37 45.54
One to five years 206.68 104.55 165.51 128.49 129.01
More than five years 1.22 19.05 5.10 1.22 41.92
279.98 176.93 235.69 182.08 216.47

The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to
lease liabilities as and when they fall due.

The following are the amounts recognised in profit or loss:


Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Depreciation expense of right-of-use assets 16.39 13.31 48.21 46.64 34.20
Interest expense on lease liabilities (Refer note 23) 5.19 3.61 13.57 13.92 8.67
Expense relating to short-term leases (included in other expenses)
(Refer note 25) 9.03 3.86 15.97 28.36 49.16
Total 30.61 20.78 77.75 88.92 92.03

Lease related disclosures


(a) The Group has leases for Land, Buildings and Vehicles. With the exception of short-term leases and leases of low-value underlying assets, each lease is
reflected on the balance sheet as a right-of-use asset and a lease liability.
(b) Total cash outflow for leases for the period ended 30 June 2025 was Rs.18.27 million (30 June 2024: Rs.15.58 million; 31 March 2025: Rs. 62.24 million; 31
March 2024: Rs. 46.88 million; 31 March 2023: Rs. 34.65 million).
(c) The Group has short term lease agreements in which there are no lock in periods. The disclosure requirement related to total commitment of short term
leases is thus not applicable to the Group.

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427
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

5 Intangible assets
Particulars Computer Software
Deemed cost
Gross carrying amount
Opening gross carrying amount as at 01 April 2022 124.56
Additions 3.19
Disposals/Adjustments (30.91)
Closing gross carrying amount as at 31 March 2023 96.84

Ind AS transition adjustments (Refer note 1 below) (2.42)


Opening gross carrying amount as at 01 April 2023 94.42
Additions 4.76
Disposals/Adjustments (0.18)
Closing gross carrying amount as at 31 March 2024 99.00

Opening gross carrying amount as at 01 April 2024 99.00


Additions 2.65
Disposals/Adjustments (0.03)
Closing gross carrying amount as at 31 March 2025 101.62

For the interim period reported


Opening gross carrying amount as at 01 April 2024 99.00
Additions 2.27
Disposals/Adjustments -
Closing gross carrying amount as at 30 June 2024 101.27

For the interim period reported


Opening gross carrying amount as at 01 April 2025 101.62
Additions -
Disposals/Adjustments -
Closing gross carrying amount as at 30 June 2025 101.62

Accumulated amortisation

Opening accumulated amortisation as at 01 April 2022 100.74


Amortisation charge for the year 8.70
Disposals (30.58)
Closing accumulated amortisation as at 31 March 2023 78.86

Ind AS transition adjustments (Refer note 1 below) (2.42)


Opening accumulated amortisation as at 01 April 2023 76.44
Amortisation charge for the year 6.30
Disposals (0.18)
Closing accumulated amortisation as at 31 March 2024 82.56

Opening accumulated amortisation as at 01 April 2024 82.56


Amortisation charge for the year 6.25
Disposals -
Closing accumulated amortisation as at 31 March 2025 88.81

For the interim period reported


Opening accumulated amortisation as at 01 April 2024 82.56
Amortisation charge for the period 1.56
Disposals -
Closing accumulated amortisation as at 30 June 2024 84.12

For the interim period reported


Opening accumulated amortisation as at 01 April 2025 88.81
Amortisation charge for the period 0.88
Disposals -
Closing accumulated amortisation as at 30 June 2025 89.69

Net carrying amount as at 30 June 2025 11.93


Net carrying amount as at 30 June 2024 17.15
Net carrying amount as at 31 March 2025 12.81
Net carrying amount as at 31 March 2024 16.44
Net carrying amount as at 31 March 2023 17.98

Notes:
1.) In respect of the subsidiaries, for transition to Ind AS, the Group has elected to continue with the carrying value of all of its intangible assets recognised as of 01 April
2023 measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date. For the purpose of preparing these financial
statements, the Group has considered transition date to be 01 April 2022. Refer Note 41 for First Time Adoption of Ind AS.

2.) No Intangible assets are pledged as security by the Group.


3.) There are no Intangible assets Under Development as at each reporting year / period.
4.) The Group has not revalued its Intangible Assets as at each reporting year / period and therefore Schedule III disclosure requirements with respect to fair value
details is not applicable.

(This space has been intentionally left blank)

428
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

6 Financial assets

6(a) Investments
Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Non-Current

Investments at fair value through profit or loss


(i) Investment in equity shares of other entity, unquoted
Nil equity shares (30 June 2024: 869,900; 31 March 2025: Nil; 31 March 2024: 869,900; 31 - 8.70 - 8.70 7.46
March 2023: 745,900) fully paid of Rs. 10 each in Maple Renewable Power Private Limited

(ii) Investment in equity shares of other entity, unquoted


3,545 equity shares (30 June 2024: 3,545 31 March 2025: 3,545; 31 March 2024: 3,545; 31 0.19 0.19 0.19 0.19 -
March 2023:Nil) fully paid of Rs. 53.03 each in Caparo Power Limited

(iii) Investment in equity shares of other entity, unquoted


62,000 equity shares (30 June 2024: Nil; 31 March 2025: 62,000; 31 March 2024:Nil; 31 3.10 - 3.10 - -
March 2023:Nil) fully paid of Rs. 10 each in Yash Metal Resources Private Limited
Total 3.29 8.89 3.29 8.89 7.46

Aggregate amount of unquoted investments 3.29 8.89 3.29 8.89 7.46


Aggregate amount of impairment in the value of investments - - - - -

6(b) Trade receivables


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Trade receivables from external parties 4,893.79 5,180.53 5,951.15 5,093.50 5,234.77
Trade receivables from related parties [Refer Note 28(c)] 1,053.22 580.54 973.75 563.91 452.67
Less: Allowance for expected credit loss (51.40) (63.85) (52.59) (59.79) (55.62)
Total receivables 5,895.61 5,697.22 6,872.31 5,597.62 5,631.82

Break-up of security details:


Unsecured, considered good 5,895.61 5,697.22 6,872.31 5,597.62 5,631.82
Trade receivables which have a significant increase in credit risk 43.37 49.47 45.13 44.17 38.68
Trade receivables - credit impaired 8.03 14.38 7.46 15.62 16.94
Total 5,947.01 5,761.07 6,924.90 5,657.41 5,687.44
Less: Allowance for expected credit loss (51.40) (63.85) (52.59) (59.79) (55.62)
Total Trade receivables 5,895.61 5,697.22 6,872.31 5,597.62 5,631.82

The average credit period on sales of goods is 30-90 days

Trade Receivables Ageing (on the basis of due date of payment):

As at 30 June 2025
Particulars Outstanding for following periods from due date of payment
Not due Less than 6 6 months - 1 More than 3 Total
1-2 Years 2-3 Years
months year Years
(i) Undisputed Trade receivables – considered good 2,328.24 3,523.91 41.10 1.81 - 0.55 5,895.61

(ii) Undisputed Trade Receivables – which have 4.84 26.28 6.69 5.56 - - 43.37
significant increase in credit risk

(iii) Undisputed Trade Receivables – credit impaired - 0.39 0.57 1.36 3.67 2.04 8.03

(iv) Disputed Trade Receivables–considered good - - - - - - -

(v) Disputed Trade Receivables – which have - - - - - - -


significant increase in credit risk

(vi) Disputed Trade Receivables – credit impaired - - - - - - -

2,333.08 3,550.58 48.36 8.73 3.67 2.59 5,947.01


Less: Expected credit loss allowance (51.40)

5,895.61

As at 30 June 2024
Particulars Outstanding for following periods from due date of payment
Not due Less than 6 6 months - 1 More than 3 Total
1-2 Years 2-3 Years
months year Years
(i) Undisputed Trade receivables – considered good 2,721.57 2,958.89 10.95 5.09 0.17 0.55 5,697.22

(ii) Undisputed Trade Receivables – which have 7.00 16.26 14.89 9.37 1.95 - 49.47
significant increase in credit risk

(iii) Undisputed Trade Receivables – credit impaired - - 0.34 7.80 3.47 2.77 14.38

(iv) Disputed Trade Receivables–considered good - - - - - - -

(v) Disputed Trade Receivables – which have - - - - - - -


significant increase in credit risk

(vi) Disputed Trade Receivables – credit impaired - - - - - - -

2,728.57 2,975.15 26.18 22.26 5.59 3.32 5,761.07


Less: Expected credit loss allowance (63.85)

5,697.22
429
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

As at 31 March 2025
Particulars Outstanding for following periods from due date of payment
Not due Less than 6 6 months - 1 More than 3 Total
1-2 Years 2-3 Years
months year Years
(i) Undisputed Trade receivables – considered good 3,310.25 3,525.57 26.57 7.26 0.49 2.17 6,872.31

(ii) Undisputed Trade Receivables – which have 10.53 18.60 12.55 2.55 0.90 - 45.13
significant increase in credit risk

(iii) Undisputed Trade Receivables – credit impaired - 0.46 0.88 3.58 1.42 1.12 7.46

(iv) Disputed Trade Receivables–considered good - - - - - - -

(v) Disputed Trade Receivables – which have - - - - - - -


significant increase in credit risk

(vi) Disputed Trade Receivables – credit impaired - - - - - - -

3,320.78 3,544.63 40.00 13.39 2.81 3.29 6,924.90


Less: Expected credit loss allowance (52.59)

6,872.31

As at 31 March 2024
Particulars Outstanding for following periods from due date of payment
Not due Less than 6 6 months - 1 More than 3 Total
1-2 Years 2-3 Years
months year Years
(i) Undisputed Trade receivables – considered good 2,305.39 3,213.21 63.91 9.19 0.55 5.37 5,597.62

(ii) Undisputed Trade Receivables – which have 4.87 12.23 14.28 12.14 0.65 - 44.17
significant increase in credit risk

(iii) Undisputed Trade Receivables – credit impaired - - 1.70 8.65 3.44 1.83 15.62

(iv) Disputed Trade Receivables–considered good - - - - - - -

(v) Disputed Trade Receivables – which have - - - - - - -


significant increase in credit risk

(vi) Disputed Trade Receivables – credit impaired - - - - - - -

2,310.26 3,225.44 79.89 29.98 4.64 7.20 5,657.41


Less: Expected credit loss allowance (59.79)

5,597.62

As at 31 March 2023
Particulars Outstanding for following periods from due date of payment
Not due Less than 6 6 months - 1 More than 3 Total
1-2 Years 2-3 Years
months year Years
(i) Undisputed Trade receivables – considered good 2,196.58 3,418.74 9.29 4.99 1.61 0.61 5,631.82

(ii) Undisputed Trade Receivables – which have 3.14 12.56 9.14 13.26 0.43 0.15 38.68
significant increase in credit risk

(iii) Undisputed Trade Receivables – credit impaired - - 0.82 11.46 4.01 0.65 16.94

(iv) Disputed Trade Receivables–considered good - - - - - - -

(v) Disputed Trade Receivables – which have - - - - - - -


significant increase in credit risk

(vi) Disputed Trade Receivables – credit impaired - - - - - - -

2,199.72 3,431.30 19.25 29.71 6.05 1.41 5,687.44


Less: Expected credit loss allowance (55.62)

5,631.82

Notes:
(1) Refer Note 30 for allowance for expected credit loss.
(2) Refer Note 28(c) for balances due from related parties.

430
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

6(c) Cash and cash equivalents


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Balances with scheduled banks


- in current accounts 1,788.65 798.94 1,009.22 1,421.70 2,433.61
Bank deposits with original maturity less than 3 months 1,919.09 1,043.20 1,849.76 409.03 1,681.15
Total 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76

6(d) Bank balances other than 6(c) above


Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Bank deposit held as margin money with originaly maturity less than 12 months 1.55 1.46 1.55 0.22 2.88
Bank deposits with original maturity more than 3 months but less than 12 months 0.50 0.72 1.81 5.61 9.60
Total 2.05 2.18 3.36 5.83 12.48

6(e) Loans
Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Non-Current
Loan to employees 2.65 2.73 2.64 3.16 3.05
Total 2.65 2.73 2.64 3.16 3.05

Current
Loan to employees 4.69 7.02 4.75 10.35 11.10
Total 4.69 7.02 4.75 10.35 11.10

6(f) Other financial assets


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Non-Current
Unsecured, considered good
At amortised cost
Security deposits 87.54 74.25 82.73 69.66 59.54
Deposits with original maturity more than 12 months (including accrued interest) 30.31 4.34 26.80 2.40 5.15
Other receivables (Refer note 40)# - 2,559.03 8,312.20 2,559.03 2,559.03
Total 117.85 2,637.62 8,421.73 2,631.09 2,623.72

Current
At amortised cost
Unsecured, considered good
Interest accrued on bank deposits 13.45 3.31 10.42 2.46 3.94
Interest accrued on loans - - 1.02 0.71 -
Security deposits 0.13 2.02 0.13 5.14 5.52
Export incentive recoverable 6.50 2.25 5.96 1.46 2.91
Deposits held as margin money with originaly maturity of more than 12 months (including - 6.64 1.64 5.00 -
accrued interest)
Receivable from related party* 9,095.23 30.23 93.32 39.35 23.96
Unbilled revenue (Refer note 18) 226.47 175.48 244.22 129.08 412.32
Claims recoverable 0.60 0.60 10.51 0.60 0.35
Total 9,342.38 220.53 367.22 183.80 449.00
*Receivable from related party includes:
a) amount of Rs. 501.77 million and Rs.73.81 million relating to Initial Public Offer related expenses incurred during the period ended 30 June 2025 and year ended 31 March 2025
respectively which the Company will recover from the Selling Shareholders and;
b) amount of Rs. 8,570.16 million receivable from Federal-Mogul Motorparts India Limited as at 30 June 2025 as a result of sale of investment in Motocare India Private Limited by our
subsidiary Tenneco Automotive India Private Limited.

#Other receivables includes amount of Rs. 8,293.51 million receivable from Federal-Mogul Motorparts India Limited as at 31 March 2025 as a result of sale of investment in Motocare India
Private Limited by our subsidiary Tenneco Automotive India Private Limited.

431
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

7 Deferred tax assets (net)

Particulars Recognised in Closing balance


Opening as at Recognised in
statement of as at
01 April 2025 OCI
profit and loss 30 June 2025

Deferred tax assets


Unabsorbed depreciation 2.66 (2.66) - -
Provision for employee benefits 125.13 5.47 3.02 133.62
Provision for doubtful advances and expected credit loss 74.38 (3.27) - 71.11
Provision for Inventory obsolence 19.99 2.56 - 22.55
MAT Credit 17.83 3.49 - 21.32
Lease Liabilities 21.99 8.87 - 30.86
Others 68.10 16.92 - 85.02
330.08 31.38 3.02 364.48
Deferred tax liabilities
Property, plant and equipment and Intangible assets on account of difference in Written Down Value (WDV) 90.38 (10.75) - 79.63
Right of Use Assets 22.49 8.08 - 30.57
112.87 (2.67) - 110.20

Net Deferred tax assets / (liabilities) 217.21 34.05 3.02 254.28

Closing Balance as on 30 June 2025 disclosed as:


Deferred tax asset 258.04
Deferred tax liability (3.76)
254.28

Particulars Recognised in Closing balance


Opening as at Recognised in
statement of as at
01 April 2024 OCI
profit and loss 30 June 2024

Deferred tax assets


Unabsorbed depreciation 16.26 12.25 - 28.51
Provision for employee benefits 88.43 4.58 (3.01) 90.01
Provision for doubtful advances and expected credit loss 62.24 74.44 - 136.68
Provision for Inventory obsolence 33.75 4.70 - 38.45
Demerger expenses - - - -
MAT Credit - 3.06 - 3.06
Lease Liabilities 10.40 3.40 - 13.80
Others 65.56 8.50 - 74.06
276.64 110.93 (3.01) 384.57
Deferred tax liabilities
Property, plant and equipment and Intangible assets on account of difference in Written Down Value (WDV) 155.09 (38.04) - 117.05
Right of Use Assets 8.67 3.82 - 12.49
163.76 (34.22) - 129.54

Net Deferred tax assets / (liabilities) 112.88 145.15 (3.01) 255.03

Closing Balance as on 30 June 2024 disclosed as:


Deferred tax asset 263.49
Deferred tax liability (8.46)
255.03

Particulars Recognised in Closing balance


Opening as at Recognised in
statement of as at
01 April 2024 OCI
profit and loss 31 March 2025

Deferred tax assets


Unabsorbed depreciation 16.26 (13.60) - 2.66
Provision for employee benefits 88.43 23.79 12.92 125.13
Provision for doubtful advances and expected credit loss 62.24 12.14 - 74.38
Provision for Inventory obsolence 33.75 (13.76) - 19.99
Demerger expenses - - - -
MAT Credit (0.00) 17.83 - 17.83
Lease Liabilities 10.40 11.59 - 21.99
Others 65.56 2.40 0.16 68.10
276.64 40.39 13.08 330.08
Deferred tax liabilities
Property, plant and equipment and Intangible assets on account of difference in Written Down Value (WDV) 155.09 (64.71) - 90.38
Right of Use Assets 8.67 13.82 - 22.49
163.76 (50.89) - 112.87

Net Deferred tax assets / (liabilities) 112.88 91.28 13.08 217.21

Closing Balance as on 31 March 2025 disclosed as:


Deferred tax asset 218.26
Deferred tax liability (1.05)
217.21

432
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Particulars Recognised in Closing balance


Opening as at Recognised in
Statement of as at
01 April 2023 OCI
Profit and Loss 31 March 2024

Deferred tax assets


Unabsorbed depreciation 6.35 9.91 - 16.26
Provision for employee benefits 83.89 (4.21) 8.76 88.43
Provision for doubtful advances and expected credit loss 69.36 (7.12) - 62.24
Provision for Inventory obsolence 36.05 (2.30) - 33.75
Demerger expenses 3.60 (3.60) - -
MAT Credit 15.63 (15.63) - (0.00)
Lease Liabilities 12.33 (1.93) - 10.40
Others 22.89 42.67 - 65.56

250.10 17.79 8.76 276.64

Deferred tax liabilities


Property, plant and equipment and Intangible assets on account of difference in Written Down Value (WDV) 160.67 (5.58) - 155.09
Right of Use Assets 10.97 (2.30) - 8.67
171.64 (7.88) - 163.76

Net Deferred tax assets / (liabilities) 78.46 25.67 8.76 112.88

Closing Balance as on 31 March 2024 disclosed as:


Deferred tax asset 122.97
Deferred tax liability (10.09)
112.88

Particulars Recognised in Closing balance


Opening as at Recognised in
statement of as at
01 April 2022 OCI
profit and loss 31 March 2023
Deferred tax assets
Unabsorbed depreciation 30.23 (23.88) - 6.35
Provision for employee benefits 78.69 3.46 1.74 83.89
Provision for doubtful advances and expected credit loss 68.65 0.71 - 69.36
Provision for Inventory obsolence 17.98 18.07 - 36.05
Demerger expenses 7.21 (3.61) - 3.60
MAT Credit 36.26 (20.63) - 15.63
Lease Liabilities 10.53 1.80 - 12.33
Others 16.37 8.00 (1.48) 22.89
265.92 (16.08) 0.26 250.10

Deferred tax liabilities


Property, plant and equipment and Intangible assets on account of difference in Written Down Value (WDV) 198.23 (37.56) - 160.67
Right of Use Assets 9.47 1.50 - 10.97
207.70 (36.06) - 171.64

Net Deferred tax assets / (liabilities) 58.22 19.98 0.26 78.46

Closing Balance as on 31 March 2023 disclosed as:


Deferred tax asset 82.33
Deferred tax liability (3.87)
78.46

8 Current tax assets (Net)


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Current tax assets (Net) 175.97 237.74 183.20 221.94 331.59


Total 175.97 237.74 183.20 221.94 331.59

9 Other Non current Assets


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Amount paid under protest 6.98 6.98 6.98 6.98 6.59


Capital advances 109.29 51.90 39.05 69.16 112.36
Prepaid expenses 1.52 4.12 2.60 3.86 0.82
Balances with government authorities - 0.08 0.08 0.08 1.61
Excess of fund payment over gratuity liability - - 0.78 - -
Others (includes excess CSR spent, advances, etc.) 32.06 16.79 27.95 17.34 17.25
Total 149.85 79.87 77.44 97.42 138.63

433
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

10 Inventories (Valued at lower of cost and net realisable value)


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Raw materials and components 1,918.90 2,028.00 1,821.70 2,317.01 2,789.41


(includes stock in transit of Rs.727.99 Million (30 June 2024: Rs.570.40 Million; 31 March
2025: 513.58 million; 31 March 2024: Rs. 1,151.90 Million, 31 March 2023: Rs.1,123.30
Million)
Work-in-progress 470.05 465.16 422.06 423.68 434.52
Finished Goods 428.23 416.58 348.91 399.26 520.72
(includes stock in transit of Rs.138.37 Million (30 June 2024: Rs.123.06 Million; 31 March
2025: Rs.101.18 million; 31 March 2024: Rs.105.19 Million, 31 March 2023: Rs.119.13 Million)
Stores and spares 145.56 123.98 136.47 97.29 116.18
(includes stock in transit of Rs. 0.28 Million (30 June 2024; Rs.1.25 Million; 31 March 2025:
Rs. Nil; 31 March 2024: Nil, 31 March 2023: Rs.1.28 Million)
Stock-in-trade 47.49 30.17 40.17 40.41 71.36
(includes stock in transit of Rs.21.28 Million (30 June 2024: Rs.14.16 Million; 31 March 2025:
Rs. 9.21 million; 31 March 2024: Rs.15.10 Million, 31 March 2023: Rs.1.28 Million)
Packing Material 8.07 7.26 7.96 15.79 16.62
Total 3,018.30 3,071.15 2,777.27 3,293.44 3,948.81

The cost of inventories recognised as an expense includes Rs.3.13 million (30 June 2024: 12.29 million; 31 March 2025: Rs.8.03 million; 31 March 2024: 10.70 million; 31 March 2023: Rs.
23.19 million ) in respect of write-downs of inventory to net realisable value.
11 Other current assets
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Prepaid expenses 66.03 64.76 52.80 63.35 57.13


Advance to employees
-Considered good 6.10 4.50 2.10 2.90 2.32
Advance to suppliers
-Considered good 277.93 326.42 268.34 633.52 242.18
-Considered doubtful 13.33 36.81 10.19 29.94 30.90
291.26 363.23 278.53 663.46 273.08
Less: Provision for doubtful advances (13.33) (36.81) (10.19) (29.94) (30.90)
277.93 326.42 268.34 633.52 242.18

Balances with government authorities*


-Considered good 149.31 90.94 46.72 204.37 141.20
-Considered doubtful 5.26 6.39 14.06 11.42 8.89
154.57 97.33 60.78 215.79 150.09
Less: Provision for doubtful advances (5.26) (6.39) (14.06) (11.42) (8.89)
149.31 90.94 46.72 204.37 141.20

Export incentive recoverable 9.31 4.34 4.44 3.14 1.01


Others 7.29 12.69 12.95 6.58 4.52
Total 515.97 503.65 387.35 913.86 448.36

*It includes Goods and Services tax paid on finished goods in transit as at the year / period end.

(This space has been intentionally left blank)

434
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

12(a) Equity Share Capital

As at As at As at As at As at
Particulars
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Authorised share capital


780,050,000 Equity shares of Rs. 10 each (780,050,000 Equity shares of Rs. 10 each as at 30 June 2024, 7,800.50 7,800.50 7,800.50 7,800.50 7,800.50
31 March 2025, 31 March 2024 and 31 March 2023)

7,800.50 7,800.50 7,800.50 7,800.50 7,800.50

Issued, subscribed and fully paid share capital


403,604,309 Equity shares of Rs. 10 each (214,088,829 Equity shares of Rs. 10 each as at 30 June 2024; 4,036.04 2,140.89 4,036.04 2,140.89 3,134.06
403,604,309 Equity shares of Rs. 10 each as at 31 March 2025; 214,088,829 Equity shares of Rs. 10 each
as at 31 March 2024, 313,406,120 Equity shares of Rs. 10 each as at 31 March 2023)

4,036.04 2,140.89 4,036.04 2,140.89 3,134.06

(i) Movements in share capital


Number of
Particulars Amount
shares
As at 01 April 2022 313,406,120 3,134.06
Movement during the year - -
As at 31 March 2023 313,406,120 3,134.06
Movement during the year (99,317,291) (993.17)
As at 31 March 2024 214,088,829 2,140.89
Movement during the year (refer note 40) 189,515,480 1,895.15
As at 31 March 2025 403,604,309 4,036.04

For the interim period


As at 01 April 2024 214,088,829 2,140.89
Movement during the period - -
As at 30 June 2024 214,088,829 2,140.89

For the interim period


As at 01 April 2025 403,604,309 4,036.04
Movement during the period - -
As at 30 June 2025 403,604,309 4,036.04

Terms/rights attached to equity shares and preference shares


Equity Shares: The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in
proportion to their shareholding.

(ii) Shares held by holding company and subsidiaries of holding company

Name of the shareholder


As at 30 June 2025 As at 30 June 2024 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023

Number of % holding Number of % holding Number of % holding Number of % holding Number of % holding
shares shares shares shares shares
Equity Shares of Rs.10/- fully paid:
Tenneco Mauritius Holdings Limited, the Immediate 344,808,654 85.43% 198,684,964 92.80% 344,808,654 85.43% 198,684,964 92.80% 290,851,410 92.80%
Parent company
Tenneco Mauritius Limited 26,734,261 6.62% 15,403,865 7.20% 26,734,261 6.62% 15,403,865 7.20% 22,554,710 7.20%
Federal-Mogul Pty Limited 14,478,794 3.59% - - 14,478,794 3.59% - - -
Federal-Mogul Investment B V 10,607,654 2.63% - - 10,607,654 2.63% - - - -
Tenneco LLC (formerly known as Tenneco Inc. upto 6,974,946 1.73% - - 6,974,946 1.73% - - - -
29 April 2025)

(iii) Details of shares held by shareholders holding more than 5% of the shares in the Company

Name of the shareholder As at 31 March 2025 As at 31 March 2024 As at 31 March 2023


As at 30 June 2025 As at 30 June 2024

Number of % holding Number of % holding Number of % holding Number of % holding Number of % holding
shares shares shares shares shares
Equity shares of Rs.10 each fully paid
Tenneco Mauritius Holdings Limited, the Immediate 344,808,654 85.43% 198,684,964 92.80% 344,808,654 85.43% 198,684,964 92.80% 290,851,410 92.80%
Parent company
Tenneco Mauritius Limited 26,734,261 6.62% 15,403,865 7.20% 26,734,261 6.62% 15,403,865 7.20% 22,554,710 7.20%

As per records of the Company, including register of shareholders / members and other declarations received from shareholders regarding beneficial interests, the above shareholding represents both legal and beneficial owners of shares.

(This space has been intentionally left blank)

435
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

(iv) Others
(a) Pursuant to the order dated 20 April 2021, for approval of reduction in share capital of the Company by the Hon’ble National Company Law Tribunal, Chennai, the paid up share capital of the Company has been reduced from Rs. 7,777.1 million
divided into 777,713,120 equity shares of Rs. 10/- each to Rs. 3,134.1 million divided into 313,406,120 equity shares of Rs. 10/- each (refer note 46)

(b) Pursuant to the order dated 23 November 2023, for approval of reduction in share capital of the Company by the Hon’ble National Company Law Tribunal, Chennai, the paid up share capital of the Company has been reduced from Rs. 3,134.1
million divided into 313,406,120 equity shares of Rs. 10/- each to Rs. 2,140.9 million divided into 21,408,8829 equity shares of Rs. 10/- each (refer note 46)

(c) Pursuant to share swap agreements dated 25 March 2025 between the Company and the shareholders of Tenneco Automotive India Private Limited, Federal-Mogul Ignition Products India Limited, Federal Mogul Sealings India Limited and
Federal Mogul Bearings India Limited (hereinafter referred to as the subsidiaries), the Company acquired control of these subsidiaries in exchange for issue of its own equity shares and accordingly issued an aggregate of 189,515,480 equity
shares of the Company having a face value of Rs.10/- (Rupees Ten) per equity share by the Company at a price of Rs. 288.85 per equity share. (refer note 40)

(v) Details of shareholding of Promoters*

Name of the Promoter


As at 30 June 2025 As at 30 June 2024 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023

Number of % holding Number of % holding Number of % holding Number of % holding Number of % holding
shares shares shares shares shares

Tenneco Mauritius Holdings Limited, the Immediate 344,808,654 85.43% 198,684,964 92.80% 344,808,654 85.43% 198,684,964 92.80% 290,851,410 92.80%
Parent company
Tenneco Mauritius Limited 26,734,261 6.62% 15,403,865 7.20% 26,734,261 6.62% 15,403,865 7.20% 22,554,710 7.20%

*Promoter here means Promoter defined under Companies Act, 2013.


Note: The Company has identified Tenneco Mauritius Holdings Limited, Tenneco Mauritius Limited, Federal-Mogul Pty Limited, Federal-Mogul Investment B V and Tenneco LLC (formerly known as Tenneco Inc. upto 29 April 2025) as
‘Promoters’ in line with the definition provided under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”) vide its resolution passed in the
Board meeting dated 15 May 2025.

12(b) Other Equity


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Securities Premium 765.92 769.66 765.92 769.66 769.66
Retained Earnings 7,680.00 6,594.62 7,727.18 6,338.43 7,967.56
Capital Reserve 3.84 3.84 3.84 3.84 (338.33)
Capital Reserve on Business Combination under Common Control 3,544.28 (1,370.19) 3,544.28 (1,370.19) (1,370.19)
Deemed Equity Contribution from Parent Company 21.79 21.79 21.79 21.79 21.79
Capital Redemption Reserve 0.65 0.65 0.65 0.65 0.65
Share Application Money Pending Allotment - 1,895.15 - 1,895.15 1,895.15
Total Reserves and Surplus 12,016.48 7,915.52 12,063.66 7,659.33 8,946.29

(i) Securities Premium


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balance as at the beginning of the year / period 765.92 769.66 769.66 769.66 769.66
Less: Share issue expenses - - (3.74) - -
Balance as at the end of the year / period 765.92 769.66 765.92 769.66 769.66

Note: Pursuant to the Share Swap agreement, the Company has issued 189,515,480 New Equity Shares during the year ended 31 March 2025. The Company has incurred Rs. 3.74 million for issue of such
shares and the same is adjusted against securities premium.

(ii) Retained earnings:


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balance as at the beginning of the year / period 7,727.18 6,338.43 6,338.43 7,967.56 6,900.76
Profit for the year / period 1,678.18 1,499.01 5,520.63 4,166.58 3,810.79
Remeasurement gain / loss (net of taxes) (8.75) 8.90 (39.46) (8.00) (1.60)
Utilisation for buyback of shares - - - (198.63) -
Stock compensation - - - - 61.89
Dividend paid (1,716.61) (1,251.72) (4,092.42) (5,589.08) (2,804.28)
Balance as at the end of the year / period 7,680.00 6,594.62 7,727.18 6,338.43 7,967.56

(iii) Capital Reserve


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Balance as at the beginning of the year / period 3.84 3.84 3.84 (338.33) (338.33)
Adjusted against capital reduction (Refer note 46) - - - 342.17 -
Balance as at the end of the year / period 3.84 3.84 3.84 3.84 (338.33)

(iv) Capital Reserve on Business Combination under Common Control


Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balance as at the beginning of the year / period 3,544.28 (1,370.19) (1,370.19) (1,370.19) (1,370.19)
Adjustment for sale of investment by subsidiary (Refer note 40) - - 4,914.47 - -
Balance as at the end of the year / period 3,544.28 (1,370.19) 3,544.28 (1,370.19) (1,370.19)

436
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

(v) Deemed Equity Contribution from Parent Company


Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balance as at the beginning of the year / period 21.79 21.79 21.79 21.79 21.79
Movement during the year / period - - - - -
Balance as at the end of the year / period 21.79 21.79 21.79 21.79 21.79

(vi) Share Application Money Pending Allotment


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balance as at the beginning of the year / period - 1,895.15 1,895.15 1,895.15 1,895.15
Add: movement during the year / period - - (1,895.15) - -
Balance as at the end of the year / period - 1,895.15 - 1,895.15 1,895.15

(vii) Capital Redemption Reserve


Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Balance as at the beginning of the year / period 0.65 0.65 0.65 0.65 0.65
Add: movement during the year / period - - - - -
Balance as at the end of the year / period 0.65 0.65 0.65 0.65 0.65

(viii) Stock Compensation Reserve


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Balance as at the beginning of the year / period - - - - 55.40


Add: Share based payments (refer note 22) - - - - 6.49
Less: Transfer to retained earnings on cancellation of RSU plan - - - - (61.89)
Balance as at the end of the year / period - - - - -

Nature and Purpose of reserves


(i) Securities Premium:
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

(ii) Retained earnings:


Retained earnings are the profits/(loss) that the Group has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined
benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

(iii) Capital Reserve:


Capital Reserve is reserve created while transferring assets and liabilities from Tenneco Automotive India Private Limited under the scheme of demerger approved by National Company Law Tribunal. Refer note 46 in relation to the approval of
the capital reduction scheme and its consequent impact on the capital reserve.

(iv) Capital Reserve on Business Combination under Common Control:


The assets and liabilities of the acquired entities are reflected at their carrying amounts. The difference between the amount of consideration paid / payable and the net assets taken over further adjusted for harmonization of the accounting
policies, has been transferred to ‘Capital reserve on business combination under common control. Refer note 40.

(v) Deemed Equity Contribution from Parent Company:


Deemed Equity Contribution from Parent Company reserve is used to recognise the grant date fair value of Restricted Stock Units (RSUs) issued to employees by Tenneco LLC under 'Tenneco Inc.' Restricted Stock Units (RSUs) plan (Refer note
33).
(vi) Share Application Money Pending Allotment:
Pursuant to the Share Swap agreement, the Company has issued 189,515,480 New Equity Shares during the year ended 31 March 2025. The effect of the Share Swap agreement is given in accordance with Appendix C of Ind AS 103 and
restated in the comparative financial years. Therefore, 189,515,480 Equity Shares (being additional number of Equity Shares) has been disclosed as share application money pending allotment in comparative years. Please Refer note 40 for
details.
(vii) Capital Redemption Reserve
Capital redemption reserve is the accumulation of profit on forfeiture of preference shares.
(viii) Stock Compensation Reserve
Stock compensation reserve is used to recognise the grant date fair value of Restricted Stock Units (RSUs) issued to employees by Tenneco LLC under 'Tenneco Inc.' Restricted Stock Units (RSUs) plan. Refer note 33.

(This space has been intentionally left blank)

437
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

13 Financial Liabilities
13(a) Trade Payables
Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Dues of micro enterprises and small enterprises (Refer note below) 1,368.30 1,490.07 1,201.27 1,218.91 1,419.26
Dues of creditors other than micro enterprises and small enterprises 6,798.04 5,109.85 6,248.31 5,815.79 6,615.54
Dues of related parties [Refer Note 28(c)] 1,092.42 934.05 974.63 1,696.96 907.78
Total 9,258.76 7,533.97 8,424.21 8,731.66 8,942.58

Trade Payables Ageing:


As at 30 June 2025
Particulars Outstanding for following periods from due date of payment Total
Less than 1 More than 3
Unbilled Not due 1-2 Years 2-3 Years
Years Years
i) MSME - 861.96 502.58 2.01 1.15 0.60 1,368.30
(ii) Others 429.62 1,667.97 5,765.02 12.23 6.93 8.69 7,890.46
iii) Disputed dues – MSME - - - - - - -
(iv)Disputed dues - Others - - - - - - -
Total 429.62 2,529.93 6,267.60 14.24 8.08 9.29 9,258.76

As at 30 June 2024
Particulars Outstanding for following periods from due date of payment Total
Less than 1 More than 3
Unbilled Not due 1-2 Years 2-3 Years
Years Years
i) MSME - 848.26 640.83 0.81 0.13 0.04 1,490.07
(ii) Others 490.69 1,336.23 4,190.01 15.30 4.65 7.02 6,043.90
iii) Disputed dues – MSME - - - - - - -
(iv)Disputed dues - Others - - - - - - -
Total 490.69 2,184.49 4,830.84 16.11 4.78 7.06 7,533.97

As at 31 March 2025
Particulars Outstanding for following periods from due date of payment Total
Less than 1 More than 3
Unbilled Not due 1-2 Years 2-3 Years
Years Years
i) MSME - 878.99 319.03 1.82 0.44 0.98 1,201.27
(ii) Others 1,020.41 1,524.65 4,645.35 15.77 6.05 10.71 7,222.94
iii) Disputed dues – MSME - - - - - - -
(iv)Disputed dues - Others - - - - - - -
Total 1,020.41 2,403.64 4,964.38 17.59 6.49 11.69 8,424.21

As at 31 March 2024
Particulars Outstanding for following periods from due date of payment Total
Less than 1 More than 3
Unbilled Not due 1-2 Years 2-3 Years
Years Years
i) MSME - 782.86 432.12 1.54 1.26 1.13 1,218.91
(ii) Others 497.30 1,156.38 5,811.54 22.48 13.55 10.24 7,511.49
iii) Disputed dues – MSME - - - - - - -
(iv)Disputed dues - Others - - 1.26 - - - 1.26
Total 497.30 1,939.24 6,244.92 24.02 14.81 11.37 8,731.66

As at 31 March 2023
Particulars Outstanding for following periods from due date of payment Total
Less than 1 More than 3
Unbilled Not due 1-2 Years 2-3 Years
Years Years
i) MSME - 72.35 1,343.38 2.29 0.57 0.67 1,419.26
(ii) Others 181.04 349.16 6,846.43 73.41 28.62 44.66 7,523.32
iii) Disputed dues – MSME - - - - - - -
(iv)Disputed dues - Others - - - - - - -
Total 181.04 421.51 8,189.81 75.70 29.19 45.33 8,942.58

The average credit period on purchases is 30-90 days


For explanations on the Group's liquidity risk management processes Refer Note 30
Trade payables from related parties are disclosed separately under Note 28

Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
On the basis of confirmation obtained from suppliers who have registered themselves under the Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006) and based on the information available with
the Group, the following are the details:

Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

a. The principal amount remaining unpaid as at the end of year / period 1,368.30 1,490.07 1,201.27 1,218.91 1,419.26
b. Interest due on above principal and remaining unpaid as at the end of the year / 0.60 2.78 0.16 3.12 0.87
c. The amount of interest paid by the buyer in terms of section 16, of the Micro Small - 0.01 5.27 9.17 -
and Medium Enterprise Development Act, 2006, along with the amounts of the payment
made to the supplier beyond the appointed day during each accounting year / period.

d. The amount of interest due and payable for the period of delay in making payment 6.38 11.87 34.46 39.01 33.01
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under Micro Small and Medium Enterprise Development
Act, 2006.
e. The amount of interest accrued and remaining unpaid at the end of each accounting 150.08 127.54 147.36 121.54 97.01
year / period; and
f. The amount of further interest remaining due and payable even in the succeeding 3.23 0.90 4.09 8.50 17.44
years, until such date when the interest dues as above are actually paid to the small
enterprise for the purpose of disallowance as a deductible expenditure under section 23
of the Micro Small and Medium Enterprise Development Act, 2006

438
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

13(b) Lease Liabilities


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Non-current 177.41 102.35 146.07 110.43 140.70


Current 54.64 56.27 50.85 40.53 32.08
Total 232.05 158.62 196.92 150.96 172.78

13(c) Current Borrowings


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

At amortised cost
Secured
Factored receivable - - - - 89.12
Loans repayable on demand from Banks - - - - 50.60
- -
Unsecured - - -
Inter company loan (Refer Note 28(c)) - - - - -
Total - - - - 139.72

Note:
Factored receivables is secured by first charge on trade receivable subject to factoring arrangement. Loans repayable on demand from Banks are secured by receivables, inventories and movable tangible assets.

13(d) Vendor Bill financing


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
At amortised cost
Vendor Bill financing 437.00 466.65 503.44 481.32 518.26
Total 437.00 466.65 503.44 481.32 518.26

Note:
Vendor bill financing refers to the balances payable to the banks post suppliers discounting their invoices under supplier financing arrangements. This facility is to enable select vendors to receive early payment for their
invoices directly from the bank and the Group makes the payments within the due dates agreed with the supplier and there are no special guarantees to secure the payments to be made.

13(e) Other financial liabilities


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
At amortised cost
Capital creditors 61.15 97.70 73.23 81.68 131.70
Security deposits 1.97 1.56 1.67 1.32 1.53
Others - - 13.00 8.70 7.31
Total 63.12 99.26 87.90 91.70 140.54

14 Other non-current liabilities


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Deferred income (tooling contracts) (Refer Note 18(d)) 219.12 126.81 241.43 176.64 167.08
Total 219.12 126.81 241.43 176.64 167.08

15 Other current liabilities


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Statutory dues 503.90 477.92 406.96 396.35 490.44


Advance from customers (Refer Note 18(d)) 220.09 506.61 346.33 248.96 252.63
Unspent corporate social responsibility (Refer Note 25(b)) - - - 1.17 -
Customer security deposit 2.21 2.21 2.21 2.43 6.58
Unearned revenue (Refer Note 18(d)) 268.83 280.48 319.79 419.10 658.19
Deferred income 31.71 98.88 - - -
Payable to related party (Refer Note 28(c)) - - 12.19 - -
Other liabilities 1.26 0.82 0.92 0.65 2.95
Total 1,028.00 1,366.92 1,088.40 1,068.66 1,410.79

439
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

16 Provisions
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Non Current Current Non Current Current Non Current Current Non Current Current Non Current Current

Provision for employee benefits


(Refer Note 36)
Gratuity 215.94 18.06 120.90 4.35 195.67 20.70 146.62 19.48 112.24 22.98
Compensated absences 103.50 158.01 80.26 120.83 98.41 162.61 68.15 130.29 68.85 121.73
Provision for Warranty - 136.44 - 152.56 - 141.92 - 158.67 - 213.52
Provision for regulatory matters 15.46 1.38 13.25 6.24 - 16.30 - 18.94 - 6.24
Provision for litigation related to 7.72 - 7.72 - 7.89 - 7.89 - 8.22 -
labour law
Total 342.62 313.89 222.13 283.98 301.97 341.53 222.66 327.38 189.31 364.47

Provision for warranties


Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Opening balance 141.92 158.67 158.67 213.52 157.01
Add: Provision made during the year / period 21.01 16.09 60.51 13.84 121.06
Less: Provision utilised during the year / period (26.49) (22.20) (77.26) (68.69) (64.55)
Closing balance 136.44 152.56 141.92 158.67 213.52

Provision for regulatory matters


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Opening balance 16.30 18.94 18.94 6.24 5.33
Add: Provision made during the year / period 0.54 0.55 - 12.70 1.50
Less: Provision utilised during the year / period - - (2.64) - (0.59)
Closing balance 16.84 19.49 16.30 18.94 6.24

Provision for litigation related to labour law


Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Opening balance 7.89 7.89 7.89 8.22 7.22
Add: Provision made during the year / period - - - - 1.00
Less: Provision utilised during the year / period (0.17) (0.17) - (0.33) -
Closing balance 7.72 7.72 7.89 7.89 8.22

17 Current Tax Liabilities


Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Current tax Liabilities (net of advance tax) 1,210.40 613.46 996.62 288.08 152.55
Total 1,210.40 613.46 996.62 288.08 152.55

(This space has been intentionally left blank)

440
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

18 Revenue from operations


Particulars
For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Sale of products
Manufactured goods 12,481.61 12,340.64 47,348.37 53,355.59 46,881.45
Traded goods 102.74 111.03 390.45 435.83 537.60
Tool sales 7.83 23.72 144.28 127.49 33.43
12,592.18 12,475.39 47,883.10 53,918.91 47,452.48
Sale of services
Design and development services 22.39 38.50 216.55 212.25 189.51
Business support services 143.47 59.32 415.01 132.07 166.21
Information technology enabled services 10.31 38.59 94.77 154.60 148.58
Engineering services 30.05 45.06 89.54 75.83 30.25
206.22 181.47 815.87 574.75 534.55
Other operating revenue
Scrap sales 40.64 40.32 159.43 153.88 153.95
Claim received from customers - - - - 86.25
Export Incentives 17.17 10.54 45.90 28.58 46.45
57.81 50.86 205.33 182.46 286.65
Total 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68

a. Revenue from Contracts with Customers


Indian Accounting Standard 115 Revenue from Contracts with Customers (“Ind AS 115”), establishes a framework for determining whether, how much and when revenue is recognised and requires disclosures
about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through a 5-step approach:
(i) Identify the contract(s) with customer;
(ii) Identify separate performance obligations in the contract;
(iii) Determine the transaction price;
(iv) Allocate the transaction price to the performance obligations; and
(v) Recognise revenue when a performance obligation is satisfied.

b. Disaggregation of revenue
Revenue recognised mainly comprises of sale of products which majorly comprises of exhaust treatment systems, mufflers, shock absorbers, struts,exhaust pipes, spark plugs, ignition coil, sealed beam and seal
and other automotive components. Set out below is the disaggregation of the Group’s revenue from contracts with customers:

Particulars For the three For the three


months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Revenue from contracts with customers
Sale of products and service
Domestic 11,844.05 12,107.96 45,777.05 52,169.91 44,944.71
Export 954.35 548.90 2,921.92 2,323.75 3,042.32
Other Operating revenue 57.81 50.86 205.33 182.46 286.65
Total revenue covered under Ind AS 115 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68

c. Timing of revenue recognition


Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Revenue by time
Revenue recognised at point in time 12,787.47 12,588.74 48,521.26 54,255.75 47,953.26
Services transferred over time 68.74 118.98 383.04 420.37 320.42
Total 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68

d. Contract balances
Contract asset is the right to consideration in exchange for goods or services transferred to the customer. Contract liability is the entity's obligation to transfer goods or services to a customer for which the entity has
received consideration from the customer in advance. Contract assets (unbilled receivables) are transferred to receivables when the rights become unconditional and contract liabilities are recognised as and when
the performance obligation is satisfied.

Refer details of unbilled revenue in Note 6(f) and trade receivables in Note 6(b) and contract liabilities (deferred income, advance from customer and unearned revenue) in Note 14 and Note 15.

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441
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

e. Reconciliation of revenue recognised in the restated statement of profit and loss with the contracted price

Particulars For the three For the three


months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Contracted price with the customers 12,999.53 12,762.11 49,220.35 55,184.30 48,490.55
Reduction towards variables considerations (Discounts, rebates, refunds, credits, price (143.32) (54.39) (316.05) (508.18) (216.87)
concessions)
Revenue from contract with customers (as per restated profit and loss account) 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68

f. Satisfaction of performance obligations


The Company’s revenue is derived from the single performance obligation to transfer primarily its products under arrangements in which the transfer of control of the products and the fulfilment of the Company’s
performance obligation occur at the same time. Revenue from the sale of goods is recognized when the Company has transferred control of the goods to the buyer and the buyer obtains the benefits from the
goods, the potential cash flows and the amount of revenue (the transaction price) can be measured reliably, and it is probable that the Company will collect the consideration to which it is entitled to in exchange for
the goods.
Whether the customer has obtained control over the asset depends on when the goods are made available to the carrier or the buyer takes possession of the goods, depending on the delivery terms. Revenue is
measured at the transaction price of the consideration received or receivable, the amount the Company expects to be entitled to.
Revenue from sale of services is recognised upon rendering the services based on agreements/ arrangements with the concerned parties. For fixed price contracts, revenue is recognised based on the actual
service provided to the end of the reporting period as a proportion of the total services to be provided overtime since the Company’s performance does not create an asset with an alternative use to the Company
and the Company has an enforceable right to payment for performance completed to date.

g. Payment terms
The sale of goods is typically made under credit payment terms differing from customer to customer and ranges between 30-90 days (excluding transit days).

19 Other Income
Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Interest income
- On deposits with bank 33.98 14.16 63.67 147.36 64.45
- On inter company receivable from related party 248.78 - - - -
- On unwinding of security deposit 0.18 - 0.54 1.09 0.74
- On financial assets at amortised cost 0.36 0.53 21.32 0.96 0.67
- On income tax refund - - 3.88 10.33 0.03
- On other than bank deposits 0.12 0.06 2.61 0.75 -
Management services (Refer note 28) 2.73 0.80 4.16 3.38 3.47
Liabilities written back 5.64 3.47 11.42 33.99 19.30
Profit on sale of property, plant and equipment (net) 0.02 0.41 - - -
Foreign currency fluctuation gain (net) 9.71 5.13 - - 70.07
Insurance Claim received 5.09 - - - -
Dividend income (refer note 19.1) - 125.21 294.19 497.54 431.88
Miscellaneous income 1.48 0.70 5.95 2.36 3.15
Total 308.09 150.47 410.15 697.76 595.88

Note 19.1: This represents dividend income received by Tenneco Automotive India Private Limited from Motocare India Private Limited for the respective years prior to the reorganization as explained in Note 2.1
above.

20 Cost of materials consumed


Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Raw materials at the beginning of the year / period 1,821.70 2,317.01 2,317.01 2,789.41 2,158.62
Add : Purchases (net) 8,379.49 8,185.29 31,318.09 37,882.64 34,599.71
Less: Raw material at the end of the year / period (1,918.90) (2,028.00) (1,821.70) (2,317.01) (2,789.41)
Total Cost of raw materials consumed 8,282.29 8,474.30 31,813.40 38,355.04 33,968.92

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442
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

21 Change in inventories of finished goods, work-in-progress & traded goods


Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Opening Balances
Work in progress 422.06 423.68 423.68 434.52 326.22
Finished goods 348.91 399.26 399.26 520.72 511.71
Stock-in-trade 40.17 40.41 40.41 71.36 89.00
Total (A) 811.14 863.35 863.35 1,026.60 926.93

Closing Balances
Work in progress 470.05 465.16 422.06 423.68 434.52
Finished goods 428.23 416.58 348.91 399.26 520.72
Stock-in-trade 47.49 30.17 40.17 40.41 71.36
Total (B) 945.77 911.91 811.14 863.35 1,026.60

(Increase) / Decrease in inventories (A-B) (134.63) (48.56) 52.21 163.25 (99.67)

22 Employee benefits expense


Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Salaries, wages and bonus 690.86 601.20 2,515.59 2,046.00 2,030.99


Contribution to provident and other funds (Refer Note 36) 44.30 37.42 152.60 139.59 140.60
Gratuity expense 1.44 1.29 5.11 4.76 4.33
Employee share-based payments (Refer Note 33) - - - - 6.49
Workmen and staff welfare expenses 93.89 72.78 305.94 336.10 303.35
Total 830.49 712.69 2,979.24 2,526.45 2,485.76

23 Finance costs
Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Interest
- on delayed payment of taxes 0.42 0.18 25.56 35.19 28.95
- on lease liability 5.19 3.61 13.57 13.92 8.67
- on factored receivables / borrowings 38.50 29.76 123.48 151.64 115.04
- on Inter-corporate deposits - - - 0.13 27.44
- others 26.85 14.25 40.05 50.75 35.48
Total 70.96 47.80 202.66 251.63 215.58

24 Depreciation and amortisation expense


Particulars For the three For the three Year ended
months period months period Year ended Year ended 31 March 2023
ended ended 31 March 2025 31 March 2024
30 June 2025 30 June 2024

Depreciation on property, plant and equipment (Refer Note 3(a)) 236.47 234.91 977.26 982.99 966.29
Amortisation on intangible assets (Refer Note 5) 0.88 1.56 6.25 6.30 8.70
Amortisation on right of use asset (Refer Note 4) 16.39 13.31 48.21 46.64 34.20
Total 253.74 249.78 1,031.72 1,035.93 1,009.19

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443
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

25 Other expenses
Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Rent (Refer Note 4) 9.03 3.86 15.97 28.36 49.16


Rates and taxes 2.67 1.84 58.17 28.41 18.53
Power and fuel 125.50 123.02 484.22 457.45 428.97
Travelling expenses 54.81 41.18 185.44 135.01 104.34
Insurance 13.18 12.43 52.79 44.42 38.18
Stores and spares consumed 177.99 127.98 637.50 671.51 652.18
Packing Materials consumed 124.06 121.57 457.45 446.58 414.16
Sub-contracting expenses 247.82 219.71 865.60 908.04 776.11
Communication expenses 5.55 4.25 16.67 20.79 18.28
Printing and stationery 3.09 3.95 14.68 16.35 23.11
Professional and consultancy charges 34.83 32.31 203.95 128.18 88.44
Payment to auditors (Refer details (a) below) 8.24 4.17 19.23 26.24 16.71
Freight and Forwarding charges 101.35 81.24 332.65 357.37 466.37
Director's Sitting Fees 3.00 - - - -
Bad debts written off 0.02 13.25 13.18 0.04 8.98
Provision for expected credit loss 3.62 3.09 2.54 10.32 (11.84)
Provision for doubtful advances 3.14 4.57 (19.76) 0.25 29.22
Provision for accounts payables - - - - 194.45
Provision for doubtful balances with government authorities (8.80) (5.03) 2.65 2.53 8.89
Security Service charges 2.42 1.95 8.56 9.59 8.25
Exchange differences (net) 10.12 4.26 22.80 41.61 16.70
Corporate social responsibility expenses (refer note (b) below) 26.37 21.01 91.32 66.77 39.17
Network service fees (Refer Note 28) 56.83 - - - -
Management support charges (Refer Note 28) - 47.74 189.02 357.17 362.40
Corporate support services (Refer Note 28) 2.46 15.73 70.52 62.93 51.25
Royalty expense (Refer Note 28) 280.41 284.67 1,102.74 2,574.47 1,119.31
Research and Development expense 23.10 23.29 66.86 113.24 93.44
Repairs and maintenance:
- Buildings 6.30 11.39 37.08 27.06 29.86
- Plant and machinery 82.06 80.40 325.30 331.61 311.07
- Others 12.89 15.96 60.38 55.07 59.21
Loss on sale/disposal of property, plant and equipment (net) - - 0.31 5.14 8.10
Provision for Warranty Expenses 20.47 11.95 59.02 5.95 121.06
Miscellaneous expenses 50.49 43.63 184.16 171.37 153.64
Total 1,483.02 1,355.37 5,561.00 7,103.83 5,697.70

(a) Details of payment to auditors (excluding applicable taxes and out of pocket expenses)

Particulars For the three For the three


months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
As statutory auditor*:
-Audit fee 3.10 1.67 6.89 18.42 6.28
-Tax audit fee 0.29 0.29 1.20 0.95 0.95
-Group reporting fee 0.17 0.21 0.70 0.85 0.74
-Reimbursement of expenses 1.40 0.13 0.68 0.26 0.07
-Other services - 0.17 0.66 0.66 0.73
Total 4.96 2.47 10.13 21.14 8.77

*Note: The above fee of 30 June 2025 and 31 March 2025 excludes the provision made towards IPO related expenses amounting to Rs. 61.47 million and Rs. 5 million respectively which will be recoverable from
selling shareholders.

As component auditor:
-Audit fee 2.00 1.70 6.80 4.80 7.51
-Other services 1.28 - 2.30 0.30 0.43
Total 3.28 1.70 9.10 5.10 7.94

(b) Expenditure towards Corporate Social Responsibility


Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
a) Gross amount required to be spent by the Company as per Section 135 of Companies Act, 26.37 21.01 91.32 66.77 39.17
2013 during the year / period
b) Amount spent during the year / period 30.48 21.56 103.14 68.22 39.20

Particulars For the three months period ended 30 June 2025


In cash Yet to be paid in Total
cash
(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above* 28.00 2.48 30.48
28.00 2.48 30.48

Particulars For the three months period ended 30 June 2024


In cash Yet to be paid in Total
cash
(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above* 19.97 1.59 21.56
19.97 1.59 21.56

444
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Particulars Year ended 31 March 2025


In cash Yet to be paid in Total
cash
(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above* 103.14 - 103.14
103.14 - 103.14

Particulars Year ended 31 March 2024


In cash Yet to be paid in Total
cash
(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above* 67.05 1.17 68.22
67.05 1.17 68.22

Particulars Year ended 31 March 2023


In cash Yet to be paid in Total
cash
(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above* 39.20 - 39.20
39.20 - 39.20

The company does not have ongoing projects as at 30 June 2025, 30 June 2024, 31 March 2025, 31 March 2024 and 31 March 2023.

Nature of CSR Activity


*The Company's Corporate social responsibility activities involve promotion of education, environment protection, protection of wild life and preventive healthcare.

Particulars For the three For the three


months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
(i) The amount of shortfall at the end of the year / period out of amount required to be spent by - - - - -
the Company during the year / period,
(ii) total of previous years shortfall, - - - - -
(iii) reason for shortfall, NA NA NA NA NA

26 Income tax expense


Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Current tax 625.36 613.97 1,878.16 1,354.28 1,280.23


- Current tax expenses 625.36 613.97 1,878.16 1,354.28 1,280.23
Short Provision of tax relating to earlier years / periods - 10.17 9.85 34.57 6.77
Deferred tax charge/(credit) (34.05) (145.15) (91.28) (25.67) (19.98)
Income tax expense reported in the Restated Statement of Profit and Loss 591.31 478.99 1,796.73 1,363.18 1,267.02

Income Tax relating to Other Comprehensive Income


Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Remeasurement gain / (loss) of defined benefit obligations 3.02 (3.01) 13.08 8.76 0.26
Income tax expense charged to Other Comprehensive Income 3.02 (3.01) 13.08 8.76 0.26

Reconciliation of tax expense and the accounting profit multiplied by tax rate
Particulars For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Accounting profit before income tax 2,272.19 1,982.07 7,328.16 5,531.05 5,077.45
India’s statutory income tax rate 25.17% 25.17% 25.17% 25.17% 25.17%
Computed Tax Expense 571.91 498.89 1,844.35 1,392.17 1,277.99
Tax effect on permanent non deductible expenses:
Current tax relating to prior years - 10.17 9.85 34.57 6.77
Effect of expenses/provision not deductible in determining taxable profit 24.66 21.30 45.76 48.94 24.59
Effect of unused tax losses and tax offsets not recognised as deferred tax assets 3.22 - (3.55) (1.81) 1.66
MAT credit adjustment (3.49) (3.06) (17.83) - 3.66
CSR expenditure 0.31 0.21 0.84 0.34 0.30
Dividend income - (31.51) (74.04) (125.22) (108.70)
Provision for accounts payable - - - - 48.90
Others (5.30) (17.01) (8.65) 14.19 11.85
Income tax expense reported in the Restated Statement of Profit and Loss 591.31 478.99 1,796.73 1,363.18 1,267.02

Tax rate
Base rate 22.00% 22.00% 22.00% 22.00% 22.00%
Surcharge 2.20% 2.20% 2.20% 2.20% 2.20%
Education cess 0.97% 0.97% 0.97% 0.97% 0.97%
Total 25.17% 25.17% 25.17% 25.17% 25.17%

Note:
Deferred tax asset on unabsorbed depreciation has been recognised from March 2025 onwards since it is probable that the asset will be realised. The amount of unabsorbed depreciation on which deferred tax
asset is recognised is Nil. (30 June 2024: Rs.109.66 million; 31 March 2025: Rs.24.65 million). Deferred tax asset on unabsorbed depreciation has not been recognised till 31 March 2024 amounting to Rs 24.65
million and Rs 18.27 million as on 31 March 2023.
Unabsorbed depreciation is allowed to be carried forward for an unlimited period as per the provisions of Income Tax Act.

445
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

27 Earnings per Share


Particulars For the three months For the three months
Year ended Year ended Year ended
period ended period ended
31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Profit for the year / period as per Statement of Profit and Loss attributable to Owners of the Parent 1,678.18 1,499.01 5,520.63 4,166.58 3,810.79

Weighted average number of equity shares for calculating basic and diluted EPS* 403,604,309 403,604,309 403,604,309 467,916,325 502,921,600

Face value of per equity share (Rs.) 10 10 10 10 10


Basic and Diluted Earnings per share for the year / period (Rs.)^ 4.16 3.71 13.68 8.90 7.58
*Basic and Diluted EPS presented above have been retrospectively adjusted on account of business combination pursuant to the Share Swap Arrangement (refer note 40).
^Basic and Diluted EPS for the periods ended 30 June 2025 and 30 June 2024 are not annualised.

Particulars Days outstanding


considered for
Weighted Average
Number of shares calculation of
number of shares
Weighted Average
number of shares
As at 1 April 2022 313,406,120
Add: Movement on account of business combination (refer note 40) 189,515,480 365
As at 31 March 2023 502,921,600 502,921,600
Less: Movement during the year (refer note 46(b)) (99,317,291) 129
As at 31 March 2024 403,604,309 467,916,325
Movement during the year -
As at 31 March 2025 403,604,309 403,604,309
For the interim period reported
As at 01 April 2024 403,604,309 403,604,309
Movement during the period - -
As at 30 June 2024 403,604,309 403,604,309
For the interim period reported
As at 01 April 2025 403,604,309 403,604,309
Movement during the period - -
As at 30 June 2025 403,604,309 403,604,309

28 Related Party Disclosures

(a) Name of related parties and nature of relationship:


(i) Description of relationship Name of related parties
Immediate Parent Company: Tenneco Mauritius Holdings Limited, Mauritius

Tenneco Mauritius Holdings Limited, Mauritius is


an indirect subsidiary of Tenneco LLC, Delaware
which is owned through a set of holding entities
by AP IX Pegasus Holdings L.P. Delaware. AP
IX Pegasus Holdings L.P. Delaware is owned by
certain funds which are managed and/or advised
by affiliates of Apollo Global Management Inc.

(ii) Parties under common control with whom transactions have taken place during the year / period
Description of relationship Name of related parties
Fellow Subsidiaries Tenneco Mauritius Limited
Federal-Mogul Pty Limited
Federal-Mogul Investment B V
Tenneco Automotive Europe BV., Belgium
Tenneco Japan Ltd
Tenneco GmbH
Tenneco Emission Control (PTY) Ltd
Monroe Czechia S.R.O., Czech Republic
Tenneco Korea Ltd, South Korea
Tenneco Automotive Polska Sp. Zoo
Tenneco Silesia SP. Z.O.O
Walker Exhaust (Thailand) Co., Ltd., Thailand
Tenneco (Suzhou) Co., Ltd., China
Shanghai Tenneco Exhaust System Co., Ltd.,
China
Tenneco (Suzhou) Emission System Co., Ltd.,
China
Tenneco Zwickau GmbH
Federal Mogul Motorparts LLC
Tenneco Automotive Operating Company LLC
(formerly, Tenneco Automotive Operating
Company Inc., USA)
Tenneco Automotive Trading Company LLC
(formerly known as Tenneco Automotive Trading
Company)
Tenneco Walker (U.K.) Ltd
Federal-Mogul Sealing Systems GmbH
Federal-Mogul Powertrain LLC
Federal-Mogul Holding Ltd, Mauritius
Tenneco Automotive Portugal – Componentes
para Automóvel Unipessoal, Lda.
Federal - Mogul Italy S.r.l
Federal-Mogul Bimet, S.A
Motocare India Private Limited
Federal-Mogul of South Africa (Propriety)
Limited

446
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Federal-Mogul Goetze (India) Limited


Federal-Mogul Wiesbaden GmbH, Germany
Federal-Mogul Operations France S.A.S
Federal-Mogul Shanghai Compound Material
Co., Ltd
Federal-Mogul Sejong Co., Ltd
Federal-Mogul Sealing System (Nanchang) Co.,
Ltd., China
Federal-Mogul Powertrain Italy Srl
Federal Mogul Global Aftermarket EMEA BV
Federal Mogul Yura (Qingdao) Ignition Co., Ltd
Federal-Mogul de Mexico S. de RL de CV
Federal-Mogul Holding Deutschland GmbH
Yura Federal Mogul Sejong Ignition Limited
Liability Company
Advanced Suspension Technology LLC (
formerly, DriV Automotive Inc.)
Federal Mogul Ignition GmbH
Tenneco Automotive Brasil Ltd
Monroe Mexico S. de R. L de C.V
Fric Rot S.A.I.C., Argentina
Tenneco Automotive Eastern Europe Sp z. o. o.
Tenneco Ride Control South Africa (PTY) Ltd.,
South Africa
Tenneco (Beijing) Ride Control System Co. Ltd,
China
Tenneco (Changzhou) Ride Control System Co.,
Ltd., China
Federal Mogul Coventry Limited, UK
Tenneco (Suzhou) Ride Control Co., Ltd. China
The Pullman Company LLC (formerly, The
Pullman Company)
Monroe Australia Pty Ltd
Federal Mogul Ignition Products SAS
Driv Japan Ltd., Japan
Federal-Mogul (China) Co., Ltd
Tenneco Industria de Autopecas Ltda, Brazil
(Merged with Tenneco Sistemas Automotivos
Ltda w.e.f 6 February, 2024)
Tenneco Sistemas Automotivos LTDA
Federal-Mogul Motorparts (Singapore) Pte. Ltd
Federal-Mogul Ignition LLC
Federal-Mogul Motorparts India Limited
Servicios Administrativos Industriales, S. de R. L
de C.V
Tenneco FAWSN (Tianjin) Automobile Parts
Co., Ltd

(iii) Key Management Personnel Gangasagar Neminath Hemade, Director (upto


May 15, 2025)
Rishi Verma, Managing Director (upto May 15,
2025)
Nadella Phani Kishor Rao, Director (upto May
15, 2025)
Digambar Jagannath Parkhi, Director (upto May
15, 2025)
Priya Dekate, Company Secretary (upto May 05,
2025)
Arvind Chandrasekharan, CEO and Whole time
Director (w.e.f. May 05, 2025)
Mahender Chhabra, Chief Financial Officer
(w.e.f. June 05, 2025)
Utsav Baijal, Non-Executive Director (w.e.f. May
15, 2025)
Manavendra Singh Sial, Non-Executive Director
(w.e.f. May 15, 2025)
Prakash Mahesh, Non-Executive Director (w.e.f.
May 15, 2025)
Nathan Patrick Bowen, Non-Executive Director
(w.e.f. May 15, 2025)
Jaidit Singh Brar, Independent Director (w.e.f.
May 05, 2025)
Gopika Pant, Independent Director (w.e.f. May
05, 2025)
Niranjan Kumar Gupta, Independent Director
(w.e.f. May 05, 2025)
Garima Sharma, Company Secretary (w.e.f.
May 05, 2025 till July 31, 2025)
Roopali Singh, Company Secretary (w.e.f.
August 01, 2025)

(This space has been intentionally left blank)

447
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

28 Related Party Disclosures (contd…)

A. Related Party transaction after elimination

(b) Transactions during the year / period with the related parties:

Nature of transaction For the three For the three


Nature of related party months period months period Year ended Year ended Year ended
relationship ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

(i) Sale of products


Tenneco Japan Ltd Fellow subsidiary - - 16.57 46.80 151.24
Tenneco Industria de Autopecas Ltda, Brazil Fellow subsidiary - - - - 122.44
Tenneco Sistemas Automotivos LTDA Fellow subsidiary 69.77 52.01 274.11 151.28 1.42
Tenneco Zwickau GmbH Fellow subsidiary 24.17 - 22.81 0.01 0.43
Tenneco Automotive Polska Sp. Zoo Fellow subsidiary - 0.05 0.37 - 0.30
Tenneco GmbH Fellow subsidiary - - 0.21 - 0.87
Tenneco (Suzhou) Emission System Co., Ltd., China Fellow subsidiary - - 0.14 - -
Federal Mogul Global Aftermarket EMEA BV Fellow subsidiary 13.52 11.91 49.23 38.60 33.39
Yura Federal Mogul Sejong Ignition Limited Liability Company Fellow subsidiary 0.33 - 0.32 - 0.97
Federal Mogul Motorparts LLC Fellow subsidiary 2.25 - 2.15 2.53 4.45
Federal Mogul Yura (Qingdao) Ignition Co., Ltd Fellow subsidiary 0.04 - - - 3.51
Federal-Mogul de Mexico S. de RL de CV Fellow subsidiary - - - - 0.14
Motocare India Private Limited Fellow subsidiary 627.79 575.72 2,315.97 1,757.26 610.37
Federal-Mogul Goetze (India) Limited Fellow subsidiary 1.04 0.32 10.17 1.27 0.04
Federal-Mogul Sealing Systems GmbH Fellow subsidiary - - - - 2.37
Federal-Mogul (China) Co., Ltd Fellow subsidiary - - - - 1.09
Federal-Mogul Powertrain LLC Fellow subsidiary - - - - 1.49
Tenneco LLC Controlling Party - 0.96 3.73 8.77 2.97
Federal-Mogul Bimet, S.A Fellow subsidiary 32.82 19.41 38.73 48.37 39.75
Federal-Mogul Wiesbaden GmbH, Germany Fellow subsidiary - 3.61 38.51 11.36 5.30
Federal-Mogul of South Africa (Propriety) Limited Fellow subsidiary 4.46 21.19 52.88 35.64 43.86
Federal-Mogul Sejong Co., Ltd Fellow subsidiary 5.93 3.68 13.98 24.08 24.79
Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary 50.46 9.45 67.96 45.60 63.42
Operating Company Inc., USA)
Advanced Suspension Technology LLC ( formerly, DriV Automotive Inc.) Fellow subsidiary 7.48 2.85 26.13 73.00 259.54
Tenneco Automotive Europe BV., Belgium Fellow subsidiary - 6.51 15.00 50.33 57.70
Tenneco Ride Control South Africa (PTY) Ltd., South Africa Fellow subsidiary 0.02 8.93 21.87 21.48 37.78
Tenneco Automotive Eastern Europe Sp z. o. o. Fellow subsidiary 0.02 0.07 0.22 0.29 0.33
Monroe Mexico S. de R. L de C.V Fellow subsidiary - 3.58 3.58 64.05 55.29
Driv Japan Ltd., Japan Fellow subsidiary 9.19 0.87 24.49 29.42 6.01
Tenneco Automotive Brasil Ltd Fellow subsidiary 0.28 0.31 1.32 24.60 30.09
Fric Rot S.A.I.C., Argentina Fellow subsidiary 3.95 4.73 22.26 12.95 4.91
Tenneco Automotive Trading Company LLC (formerly known as Tenneco Fellow subsidiary - - - 1.56 5.25
Automotive Trading Company)
Federal-Mogul Motorparts (Singapore) Pte. Ltd Fellow subsidiary - - 2.14 - -
Federal-Mogul Ignition LLC Fellow subsidiary 22.67 11.11 45.07 55.25 76.16
Servicios Administrativos Industriales, S. de R. L de C.V Fellow subsidiary 2.47 - - - -
878.66 737.27 3,069.92 2,504.50 1,647.67

(ii) Sale of services


Tenneco (Suzhou) Emission System Co., Ltd., China Fellow subsidiary 1.51 7.12 13.95 20.30 13.84
Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary 12.11 16.50 68.94 19.67 13.60
Operating Company Inc., USA)
Tenneco Sistemas Automotivos LTDA Fellow subsidiary 0.14 4.76 5.18 0.58 -
Tenneco GmbH Fellow subsidiary 3.30 3.37 10.31 8.63 6.71
Shanghai Tenneco Exhaust System Co., Ltd., China Fellow subsidiary 1.56 3.27 6.58 7.17 4.37
Federal-Mogul Goetze (India) Limited Fellow subsidiary 2.40 1.59 10.66 - 3.69
Tenneco LLC Controlling Party - 38.59 94.77 154.60 148.70
Federal-Mogul Powertrain LLC Fellow subsidiary 107.32 3.78 219.45 - 33.12
Federal Mogul Motorparts LLC Fellow subsidiary - 1.34 5.41 - 11.01
Tenneco Japan Ltd Fellow subsidiary - - 1.48 - 2.46
Tenneco Automotive Brasil Ltd Fellow subsidiary - - - - 2.17
The Pullman Company LLC (formerly, The Pullman Company) Fellow subsidiary 2.72 - - - -
Motocare India Private Limited Fellow subsidiary 2.23 - - - -
133.29 80.32 436.73 210.95 239.67

(iii) Purchase of goods


Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary 9.30 2.88 2.88 0.89 4.10
Operating Company Inc., USA)
Walker Exhaust (Thailand) Co., Ltd., Thailand Fellow subsidiary - - - - 0.11
Tenneco Japan Ltd Fellow subsidiary - - - 0.42 0.03
Tenneco Automotive Polska Sp. Zoo Fellow subsidiary 6.82 11.42 31.79 28.83 14.61
Tenneco Sistemas Automotivos LTDA Fellow subsidiary - - - 13.50 -
Tenneco (Suzhou) Emission System Co., Ltd., China Fellow subsidiary 8.72 12.34 15.52 13.90 4.90
Tenneco (Suzhou) Co., Ltd., China Fellow subsidiary 0.75 0.42 1.05 0.73 3.19
Tenneco GmbH Fellow subsidiary - - - - 1.41
Tenneco Silesia SP. Z.O.O Fellow subsidiary 3.04 14.76 22.97 38.13 36.80

448
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

28 Related Party Disclosures (contd…)

A. Related Party transaction after elimination

(b) Transactions during the year / period with the related parties:

Nature of transaction For the three For the three


Nature of related party months period months period Year ended Year ended Year ended
relationship ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Tenneco Zwickau GmbH Fellow subsidiary - - 0.17 - 1.85
Tenneco Automotive Europe BV., Belgium Fellow subsidiary 68.80 37.51 192.77 118.85 99.44
Tenneco Ride Control South Africa (PTY) Ltd., South Africa Fellow subsidiary 4.59 0.56 4.24 3.22 1.73
Advanced Suspension Technology LLC ( formerly, DriV Automotive Inc.) Fellow subsidiary 0.24 0.62 2.49 9.49 6.41
Monroe Czechia S.R.O., Czech Republic Fellow subsidiary - - 0.34 0.90 3.04
Tenneco (Changzhou) Ride Control System Co., Ltd., China Fellow subsidiary - 0.01 1.57 0.20 0.50
Tenneco Automotive Brasil Ltd Fellow subsidiary 1.24 0.55 2.49 2.21 0.90
Monroe Mexico S. de R. L de C.V Fellow subsidiary - - - - 0.05
Driv Japan Ltd., Japan Fellow subsidiary 0.90 - - 0.28 -
Tenneco (Beijing) Ride Control System Co. Ltd, China Fellow subsidiary - - - - 0.41
Tenneco (Suzhou) Ride Control Co., Ltd. China Fellow subsidiary - - 0.07 2.64 -
Tenneco Automotive Eastern Europe Sp z. o. o. Fellow subsidiary 0.10 0.20 1.10 0.45 0.18
Federal Mogul Coventry Limited, UK Fellow subsidiary 1.04 0.57 2.96 3.40 1.65
The Pullman Company LLC (formerly, The Pullman Company) Fellow subsidiary - - - 1.67 5.47
Tenneco FAWSN (Tianjin) Automobile Parts Co., Ltd Fellow subsidiary 0.47 - - - -
106.01 81.84 282.41 239.71 186.78

(iv) Purchase of services


Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary 8.23 0.11 0.11 4.71 26.33
Operating Company Inc., USA)
Tenneco Automotive Polska Sp. Zoo Fellow subsidiary 0.10 2.82 2.92 4.27 -
Tenneco GmbH Fellow subsidiary 0.51 7.59 10.75 20.20 94.52
Shanghai Tenneco Exhaust System Co., Ltd., China Fellow subsidiary - 0.39 3.41 1.69 6.25
Tenneco Automotive Europe BV., Belgium Fellow subsidiary - 0.24 0.24 - 2.21
Tenneco Japan Ltd Fellow subsidiary - - - 1.37 0.09
Federal-Mogul Goetze (India) Limited Fellow subsidiary 1.90 - 4.50 - -
Tenneco Silesia SP. Z.O.O Fellow subsidiary - - 0.96 - -
10.74 11.15 22.89 32.24 129.40

(v) Royalty Expenses


Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary 253.69 260.25 1,003.04 2,373.67 888.93
Operating Company Inc., USA)
Tenneco GmbH Fellow subsidiary - 101.06 158.41
Federal-Mogul Powertrain LLC Fellow subsidiary 26.72 24.42 99.70 99.74 71.97
280.41 284.67 1,102.74 2,574.47 1,119.31
(vi) Research and development expenses
Driv Japan Ltd., Japan Fellow subsidiary 0.52 - - -
0.52 - - - -
(vii) Network Fees
Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary 54.47 - - - -
Operating Company Inc., USA)
Federal-Mogul Powertrain LLC Fellow subsidiary 2.36 - - - -
56.83 - - - -

(viii) Management support charges


Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary - 42.40 169.60 339.22 362.40
Operating Company Inc., USA)
Tenneco LLC Controlling Party - 5.34 19.42 17.95 -
- 47.74 189.02 357.17 362.40
(ix) Management services (income)
Federal-Mogul Powertrain LLC Fellow subsidiary 2.73 0.70 4.00 1.95 1.73
Federal Mogul Ignition GmbH Fellow subsidiary - - 0.41 -
Advanced Suspension Technology LLC ( formerly, DriV Automotive Inc.) Fellow subsidiary - 0.10 0.16 0.57 0.60
Federal-Mogul Goetze (India) Limited Fellow subsidiary - - 0.45 1.14
2.73 0.80 4.16 3.38 3.47

(x) Reimbursement of expenses paid


Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary - 7.01 17.04 9.76 11.05
Operating Company Inc., USA)
Tenneco Automotive Polska Sp. Zoo Fellow subsidiary - - 0.52 0.31 -
Tenneco Automotive Europe BV., Belgium Fellow subsidiary - - - 0.51 0.09
Tenneco (Suzhou) Emission System Co., Ltd., China Fellow subsidiary - - - - 0.53
Federal-Mogul Goetze (India) Limited Fellow subsidiary 17.32 0.40 2.40 2.40 3.79
Tenneco Silesia SP. Z.O.O Fellow subsidiary - - - 0.36 -
Tenneco Korea Ltd, South Korea Fellow subsidiary - - - - 1.94
Driv Japan Ltd., Japan Fellow subsidiary - 0.65 2.26 - 1.01
Fric Rot S.A.I.C., Argentina Fellow subsidiary - - 0.80 - -
Federal-Mogul Powertrain Italy Srl Fellow subsidiary - - - - 0.02
Federal-Mogul Sealing Systems GmbH Fellow subsidiary - - - - 0.43
Federal-Mogul Powertrain LLC Fellow subsidiary - - 60.67 - -
Tenneco Zwickau GmbH Fellow subsidiary 0.48 - - - -
Federal Mogul Yura (Qingdao) Ignition Co., Ltd Fellow subsidiary 0.17 - - - -
17.97 8.06 83.69 13.34 18.86

449
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

28 Related Party Disclosures (contd…)

A. Related Party transaction after elimination

(b) Transactions during the year / period with the related parties:

Nature of transaction For the three For the three


Nature of related party months period months period Year ended Year ended Year ended
relationship ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

(xi) Reimbursement of expenses received


Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary - - - 7.87 29.89
Operating Company Inc., USA)
Federal Mogul Motorparts LLC Fellow subsidiary - - - 0.45 2.56
Tenneco GmbH Fellow subsidiary - - - 0.62 -
Tenneco Japan Ltd Fellow subsidiary - - - 3.64 3.50
Tenneco Silesia SP. Z.O.O Fellow subsidiary 0.13 - - 0.29 -
Federal-Mogul Holding Ltd, Mauritius Fellow subsidiary - - - 0.32 24.28
Federal-Mogul Goetze (India) Limited Fellow subsidiary 0.26 0.22 3.09 13.93 7.83
Federal Mogul Yura (Qingdao) Ignition Co., Ltd Fellow subsidiary - - - 0.18 0.22
Federal-Mogul Powertrain LLC Fellow subsidiary 15.96 8.48 36.19 66.84 14.32
Advanced Suspension Technology LLC ( formerly, DriV Automotive Inc.) Fellow subsidiary - 0.68 1.09 3.77 4.02
Federal Mogul Ignition GmbH Fellow subsidiary - - - 2.75 -
Federal-Mogul Sealing Systems GmbH Fellow subsidiary 0.50 0.55 2.45 1.88 -
Tenneco LLC Controlling Party - (1.31) (1.31) 2.84 5.34
Federal-Mogul Sealing System (Nanchang) Co., Ltd., China Fellow subsidiary - - - - 0.68
Federal-Mogul (China) Co., Ltd Fellow subsidiary 0.34 0.25 1.34 1.34 0.12
Federal-Mogul Wiesbaden GmbH, Germany Fellow subsidiary 0.01 0.08 3.59 0.05 -
Federal-Mogul of South Africa (Propriety) Limited Fellow subsidiary - - - 0.17 -
Motocare India Private Limited Fellow subsidiary - - - 9.84 -
Tenneco Automotive Europe BV., Belgium Fellow subsidiary - - 0.61 - -
Yura Federal Mogul Sejong Ignition Limited Liability Company Fellow subsidiary - - - 1.28 -
Tenneco Sistemas Automotivos LTDA Fellow subsidiary 0.36 - - -
17.56 8.95 47.05 118.06 92.77

(xii) Purchase of raw material, components and finished goods


Federal Mogul Yura (Qingdao) Ignition Co., Ltd Fellow subsidiary - 14.05 54.24 36.63 49.29
Federal-Mogul de Mexico S. de RL de CV Fellow subsidiary - 12.86 38.28 41.77 40.13
Federal - Mogul Italy S.r.l Fellow subsidiary 4.93 4.22 80.78 69.67 26.40
Federal Mogul Ignition Products SAS Fellow subsidiary 29.39 - 0.08 0.07 -
Federal Mogul Ignition GmbH Fellow subsidiary - - 1.25 1.60 0.53
Federal-Mogul Sealing System (Nanchang) Co., Ltd., China Fellow subsidiary - - 0.13 1.75 1.56
Federal-Mogul Powertrain Italy Srl Fellow subsidiary 4.36 14.13 29.27 18.08 31.86
Federal-Mogul Powertrain LLC Fellow subsidiary - - 0.00 2.23 0.25
Federal-Mogul Sealing Systems GmbH Fellow subsidiary - - 8.08 0.77 0.77
Tenneco LLC Controlling Party 0.34 2.35 11.16 7.32 (0.25)
Federal-Mogul Bimet, S.A Fellow subsidiary 30.16 13.30 74.03 58.85 63.87
Tenneco Sistemas Automotivos LTDA Fellow subsidiary - - 0.00 0.36 0.31
Federal-Mogul Operations France S.A.S Fellow subsidiary 2.39 0.91 4.76 7.52 9.60
Federal-Mogul Wiesbaden GmbH, Germany Fellow subsidiary 1.48 4.93 10.36 31.80 42.71
Federal-Mogul Sejong Co., Ltd Fellow subsidiary 134.13 99.16 455.27 442.64 537.08
Federal-Mogul Shanghai Compound Material Co., Ltd Fellow subsidiary 79.79 75.28 356.84 330.19 298.39
Yura Federal Mogul Sejong Ignition Limited Liability Company Fellow subsidiary - 0.01 2.34 - -
Federal Mogul Motorparts LLC Fellow subsidiary - - 1.04 - -
Federal-Mogul Ignition LLC Fellow subsidiary 200.87 162.50 747.70 694.97 734.34
Federal-Mogul Holding Deutschland GmbH Fellow subsidiary 16.51 - - - -
504.35 403.70 1,875.61 1,746.22 1,836.84
(xiii) Corporate support services
Federal Mogul Holding Deutschland GmbH Fellow subsidiary - 15.73 70.52 62.93 51.25
Federal-Mogul Ignition LLC Fellow subsidiary 2.46 -
2.46 15.73 70.52 62.93 51.25
(xiv) Purchases of Services/traded goods
Federal-Mogul Powertrain LLC Fellow subsidiary 1.35 0.38 0.80 3.56 1.01
Federal Mogul Motorparts LLC Fellow subsidiary - - 0.32 - -
1.35 0.38 1.12 3.56 1.01
(xv) Loans (repaid)/taken during year
Federal-Mogul Goetze (India) Limited Fellow subsidiary - - - - (330.00)
- - - - (330.00)
(xvi) Interest expense
Federal-Mogul Goetze (India) Limited Fellow subsidiary - - - - 22.04
- - - - 22.04

450
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

28 Related Party Disclosures (contd…)

A. Related Party transaction after elimination

(b) Transactions during the year / period with the related parties:

Nature of transaction For the three For the three


Nature of related party months period months period Year ended Year ended Year ended
relationship ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
(xvii) Purchase of capital goods
Tenneco GmbH Fellow subsidiary - - - 1.21 -
Tenneco Walker (U.K.) Ltd Fellow subsidiary - - - 1.53 9.65
Tenneco Automotive Portugal – Componentes para Automóvel Unipessoal, Fellow subsidiary - - - 2.24 -
Lda.
Tenneco Japan Ltd Fellow subsidiary - - - - 2.75
Tenneco Emission Control (PTY) Ltd Fellow subsidiary - - - 2.69 3.83
Tenneco LLC Controlling Party - 0.08 2.59 4.40 4.85
Federal-Mogul Wiesbaden GmbH, Germany Fellow subsidiary - - - 1.00 -
Federal-Mogul Powertrain LLC Fellow subsidiary - - - 1.06 -
Tenneco Automotive Europe BV., Belgium Fellow subsidiary - - - - 0.41
Advanced Suspension Technology LLC ( formerly, DriV Automotive Inc.) Fellow subsidiary - - - 7.29 11.32
Tenneco Automotive Eastern Europe Sp z. o. o. Fellow subsidiary - - - - 1.83
Monroe Australia Pty Ltd Fellow subsidiary - - - 11.60 -
Federal-Mogul Goetze (India) Limited Fellow subsidiary - - 13.68 - -
Federal Mogul Yura (Qingdao) Ignition Co., Ltd Fellow subsidiary - - 1.26 - -
Federal Mogul Ignition GmbH Fellow subsidiary 0.40 - 1.48 - -
Federal-Mogul Ignition LLC Fellow subsidiary - - - - 16.08
0.40 0.08 19.01 33.02 50.72
(xviii) Dividend paid
Federal-Mogul Investment B V Fellow subsidiary 45.12 - - 160.59 -
Tenneco LLC Controlling Party 29.66 - - 171.37 -
Tenneco Mauritius Holdings Limited Immediate Parent Company 1,466.54 968.16 3,298.14 4,880.75 2,602.45
Tenneco Mauritius Limited Fellow subsidiary 113.71 75.06 255.71 378.46 201.83
Federal-Mogul Pty Ltd Fellow subsidiary 61.58 208.50 538.57 - -
1,716.61 1,251.72 4,092.42 5,591.17 2,804.28
(xix) Purchase of goods (Repairs and maintenance)
Tenneco GmbH Fellow subsidiary - - - 0.71 -
- - - 0.71 -

(xx) Income from Business support services


Tenneco LLC Controlling Party 3.98 1.64 8.27 13.29 18.78
Tenneco Automotive Europe BV., Belgium Fellow subsidiary 12.90 9.79 42.06 40.83 30.12
Tenneco Automotive Operating Company LLC (formerly, Tenneco Automotive Fellow subsidiary 5.84 5.52 20.24 19.74 26.35
Operating Company Inc., USA)
Federal Mogul Motorparts LLC Fellow subsidiary - 0.64 2.50 1.89 -
22.72 17.59 73.07 75.75 75.25

(xxi) Technical support services


Driv Japan Ltd., Japan Fellow subsidiary - - - - 0.72
Fric Rot S.A.I.C., Argentina Fellow subsidiary - - - - 0.22
- - - - 0.94

(xxii) Dividend received


Motocare India Private Limited Fellow subsidiary - 125.21 294.19 497.54 431.88
- 125.21 294.19 497.54 431.88

(xxiii) Interest received


Federal-Mogul Motorparts India Limited Fellow subsidiary 248.78 - - - -
248.78 - - - -

451
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

28 Related Party Disclosures (contd…)

(c) Amounts outstanding with related parties

Nature of outstanding
Nature of related party As at As at As at As at As at
relationship 30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

(i) Trade Payable


Tenneco Automotive Operating Company LLC (formerly, Tenneco Fellow Subsidiary 332.68 470.04 232.18 1,160.50 457.47
Automotive Operating Company Inc., USA)
Monroe Czechia S.R.O., Czech Republic Fellow Subsidiary 0.21 0.18 0.01 0.18 1.35
Tenneco GmbH Fellow Subsidiary 0.23 7.15 0.20 4.70 55.55
Tenneco Japan Ltd Fellow Subsidiary - 0.05 - 0.05 0.17
Shanghai Tenneco Exhaust System Co., Ltd., China Fellow Subsidiary - 0.28 - - -
Walker Exhaust (Thailand) Co., Ltd., Thailand Fellow Subsidiary - - - - 0.06
Tenneco Automotive Polska Sp. Zoo Fellow Subsidiary 7.45 13.02 4.00 11.10 11.57
Tenneco Emission Control (PTY) Ltd Fellow Subsidiary - 2.73 - 2.69 -
Tenneco (Suzhou) Co., Ltd., China Fellow Subsidiary 0.54 0.52 0.32 0.10 0.22
Tenneco Silesia SP. Z.O.O Fellow Subsidiary 4.97 14.70 2.61 7.94 17.20
Federal-Mogul Goetze (India) Limited Fellow Subsidiary 16.53 1.55 3.66 5.54 5.01
Tenneco (Suzhou) Emission System Co., Ltd., China Fellow Subsidiary 8.75 10.67 - 3.14 -
Tenneco Industria de Autopecas Ltda, Brazil Fellow Subsidiary - - - - 0.01
Tenneco (Beijing) Ride Control System Co., Ltd., China Fellow Subsidiary 0.25 - - -
Tenneco Zwickau GmbH Fellow Subsidiary 0.52 - - - 0.32
Tenneco Automotive U.K. Ltd Fellow Subsidiary - - - - 9.85
Federal Mogul Yura (Qingdao) Ignition Co., Ltd Fellow Subsidiary 14.34 11.67 17.39 7.30 13.19
Federal-Mogul Holding Deutschland GmbH Fellow Subsidiary - 15.73 70.52 14.86 -
Federal-Mogul de Mexico S. de RL de CV Fellow Subsidiary 4.61 15.94 11.61 16.63 7.51
Federal - Mogul Italy S.r.l Fellow Subsidiary 17.77 0.83 8.38 9.54 2.05
Federal Mogul Ignition Products SAS Fellow Subsidiary - - 0.08 - -
Federal-Mogul Powertrain LLC Fellow Subsidiary 180.89 103.12 79.73 84.54 14.83
Federal Mogul Ignition GmbH Fellow Subsidiary 1.91 - 1.48 0.04 0.53
Federal-Mogul Sealing System (Nanchang) Co., Ltd., China Fellow Subsidiary 0.14 - 0.14 - 0.45
Federal-Mogul Powertrain Italy Srl Fellow Subsidiary 16.85 10.52 30.31 10.29 1.97
Federal-Mogul Sealing Systems GmbH Fellow Subsidiary 8.06 2.93 8.57 - 1.03
Tenneco LLC Controlling Party 10.10 24.32 29.25 31.63 13.19
Federal-Mogul Bimet, S.A Fellow Subsidiary 56.96 - (0.15) (2.52) 13.93
Federal-Mogul Operations France S.A.S Fellow Subsidiary 1.21 1.90 1.11 2.32 1.17
Federal-Mogul Wiesbaden GmbH, Germany Fellow Subsidiary 4.08 9.18 (38.32) 14.19 5.61
Federal-Mogul of South Africa (Propriety) Limited Fellow Subsidiary - - - (15.13) -
Tenneco Sistemas Automotivos LTDA Fellow Subsidiary - 0.36 (0.35) (3.76) 0.31
Federal-Mogul Sejong Co., Ltd Fellow Subsidiary 129.21 51.39 133.78 79.90 48.63
Federal-Mogul Shanghai Compound Material Co., Ltd Fellow Subsidiary 61.27 73.00 142.47 114.40 56.60
Tenneco Automotive Europe BV., Belgium Fellow Subsidiary 36.87 3.92 34.09 28.96 19.27
Advanced Suspension Technology LLC ( formerly, DriV Automotive Fellow Subsidiary 2.01 2.58 2.31 1.73 2.90
Inc.)
Tenneco Automotive Eastern Europe Sp z. o. o. Fellow Subsidiary 2.24 3.02 2.01 0.99 -
Tenneco Ride Control South Africa (PTY) Ltd., South Africa Fellow Subsidiary 0.76 0.30 0.81 0.87 0.56
Driv Japan Ltd., Japan Fellow Subsidiary 1.38 2.59 0.61 2.13 2.28
Tenneco Automotive Brasil Ltd Fellow Subsidiary 0.50 0.69 0.36 0.96 0.53
Tenneco Korea Ltd, South Korea Fellow Subsidiary - 0.49 - 0.54 0.53
Tenneco (Changzhou) Ride Control System Co., Ltd., China Fellow Subsidiary 1.16 0.01 1.20 0.10 -
Tenneco (Suzhou) Ride Control Co., Ltd. China Fellow Subsidiary 0.02 0.06 0.02 - 1.87
Federal Mogul Coventry Limited, UK Fellow Subsidiary - 0.27 0.52 0.52 0.13
The Pullman Company LLC (formerly, The Pullman Company) Fellow Subsidiary - - - - 5.59
Tenneco Mauritius Holdings Limited Immediate Parent Company - - 42.20 - -
Tenneco Mauritius Limited Fellow Subsidiary - - 3.27 - -
Federal Mogul Motorparts LLC Fellow Subsidiary 1.07 - 1.33 - -
Federal-Mogul Ignition LLC Fellow Subsidiary 166.88 78.34 146.92 99.99 134.35
Total 1,092.42 934.05 974.63 1,696.96 907.78

(This space has been intentionally left blank)

452
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

(ii) Trade Receivable


Tenneco Automotive Operating Company LLC (formerly, Tenneco Fellow Subsidiary 170.58 36.25 105.91 18.98 32.36
Automotive Operating Company Inc., USA)
Tenneco (Suzhou) Emission System Co., Ltd., China Fellow Subsidiary 15.52 11.32 13.92 34.09 13.41
Tenneco GmbH Fellow Subsidiary 3.33 4.91 1.55 1.57 0.12
Tenneco Japan Ltd Fellow Subsidiary - 1.21 17.95 2.24 37.36
Tenneco Automotive Polska Sp. Zoo Fellow Subsidiary - 0.04 - - 0.16
Tenneco Industria de Autopecas Ltda, Brazil Fellow Subsidiary - - - - 75.26
Federal Mogul Motorparts LLC Fellow Subsidiary - - - -
Shanghai Tenneco Exhaust System Co., Ltd., China Fellow Subsidiary 9.43 6.22 8.24 16.83 9.06
Federal-Mogul Sealing Systems GmbH Fellow Subsidiary 1.68 0.11 1.18 0.24 5.81
Federal-Mogul Goetze (India) Limited Fellow Subsidiary 2.28 8.53 5.41 0.89 4.38
Federal-Mogul Powertrain LLC Fellow Subsidiary 141.77 9.83 213.55 3.89 34.40
Federal Mogul Global Aftermarket EMEA BV Fellow Subsidiary 15.03 16.04 19.95 15.42 6.03
Yura Federal Mogul Sejong Ignition Limited Liability Company Fellow Subsidiary - - - 0.04 0.04
Federal Mogul Motorparts LLC Fellow Subsidiary 3.34 8.69 2.36 7.73 4.34
Federal Mogul Yura (Qingdao) Ignition Co., Ltd Fellow Subsidiary - 0.07 - 0.07 0.07
Federal-Mogul Holding Deutschland GmbH Fellow Subsidiary - 7.82 7.82 7.82 5.57
Motocare India Private Limited Fellow Subsidiary 439.05 252.63 331.66 288.68 98.21
Federal Mogul Ignition GmbH Fellow Subsidiary - - - 0.05 -
Advanced Suspension Technology LLC ( formerly, DriV Automotive Fellow Subsidiary 9.94 11.18 4.64 5.91 37.99
Inc.)
Federal-Mogul (China) Co., Ltd Fellow Subsidiary 1.28 0.43 0.93 0.79 0.39
Federal-Mogul Powertrain Solutions India Private Limited Fellow Subsidiary - 0.23 - 0.23 0.23
Tenneco LLC Controlling Party 5.44 12.01 13.46 11.97 18.05
Tenneco Automotive Europe BV., Belgium Fellow Subsidiary 24.33 19.37 24.48 30.98 19.50
Tenneco Automotive Trading Company LLC (formerly known as Fellow Subsidiary - - - - 1.77
Tenneco Automotive Trading Company)
Federal-Mogul Motorparts (Singapore) Pte. Ltd Fellow Subsidiary 0.63 - 0.63 - -
Tenneco Ride Control South Africa (PTY) Ltd., South Africa Fellow Subsidiary 0.08 9.19 0.35 3.05 8.82
Monroe Mexico S. de R. L de C.V Fellow Subsidiary - - 7.92 9.07 17.09
Driv Japan Ltd., Japan Fellow Subsidiary 3.37 30.96 5.61 28.42 1.64
Tenneco Automotive Brasil Ltd Fellow Subsidiary 0.14 2.95 0.43 7.41 7.57
Fric Rot S.A.I.C., Argentina Fellow Subsidiary 6.52 16.46 12.21 11.42 2.45
Tenneco Automotive Eastern Europe Sp z. o. o. Fellow Subsidiary 0.02 0.13 0.06 0.09 0.20
Federal-Mogul of South Africa (Propriety) Limited Fellow Subsidiary 13.96 25.79 8.69 - -
Tenneco Zwickau GmbH Fellow Subsidiary 17.66 - 15.02 - -
Federal-Mogul Ignition LLC Fellow Subsidiary 44.22 10.82 22.46 22.36 10.39
Tenneco Sistemas Automotivos LTDA Fellow Subsidiary 51.11 68.09 127.36 33.67 -
Federal-Mogul Bimet, S.A Fellow Subsidiary 60.99 9.17 - - -
Federal-Mogul Sejong Co., Ltd Fellow Subsidiary 6.33 - - - -
Servicios Administrativos Industriales, S. de R. L de C.V Fellow Subsidiary 2.47 - - - -
The Pullman Company LLC (formerly, The Pullman Company) Fellow Subsidiary 2.72 - - - -
Tenneco Korea Ltd, South Korea Fellow Subsidiary - 0.09 - - -
1,053.22 580.54 973.75 563.91 452.67
(iii) Advances received
Tenneco Automotive Operating Company LLC (formerly, Tenneco Fellow Subsidiary - - - 0.10 -
Automotive Operating Company Inc., USA)
Federal-Mogul Investment BV Fellow Subsidiary - - 1.13 - -
Federal-Mogul Pty Ltd Fellow Subsidiary - - 8.82 - -
Tenneco LLC Controlling Party - - 2.24 - -
Federal Mogul Motorparts LLC Fellow Subsidiary - - 0.16 - -
- - 12.35 0.10 -
(iv) Advances paid
Monroe Czechia S.R.O., Czech Republic Fellow subsidiary - - - - 0.04
Tenneco (Suzhou) Emission System Co., Ltd., China Fellow subsidiary - - - - 0.05
Shanghai Tenneco Exhaust System Co., Ltd., China Fellow subsidiary 0.13 - 0.11 0.11 0.20
Tenneco GmbH Fellow subsidiary - - - 0.43 -
Tenneco Automotive Operating Company LLC (formerly, Tenneco Fellow subsidiary - - 41.01 - -
Automotive Operating Company Inc., USA)
Federal Mogul Motorparts LLC Fellow subsidiary - 0.97 - - -

0.13 0.97 41.12 0.54 0.29


(v) Other receivables
Advanced Suspension Technology LLC ( formerly, DriV Automotive Fellow subsidiary - 9.80 10.51 9.02 4.62
Inc.)
Federal-Mogul Powertrain LLC Fellow subsidiary 20.49 20.44 9.00 16.20 11.07
Federal Mogul Ignition GmbH Fellow subsidiary - - - 1.40 -
Federal Mogul Goetze (India) Limited Fellow subsidiary 2.81 - - 12.69 8.27
Federal-Mogul Motorparts India Limited (Refer note 40) Fellow subsidiary 8,570.16 2,559.03 8,293.51 2,559.03 2,559.03
Tenneco LLC Fellow subsidiary 1.93 - - - -
Tenneco Mauritius Holdings Limited, Mauritius Fellow subsidiary 491.03 - - - -
Tenneco Mauritius Limited Fellow subsidiary 2.74 - - - -
Federal-Mogul Investment B V Fellow subsidiary 2.57 - - - -
Federal-Mogul Pty Limited Fellow subsidiary 3.50 - - - -
9,095.23 2,589.27 8,313.02 2,598.34 2,582.99
(vi) Capital Creditors
Tenneco Automotive Europe BV., Belgium Fellow subsidiary - - - 0.31 -
Tenneco Automotive Eastern Europe Sp z. o. o. Fellow subsidiary - - - 1.83 2.14
Advanced Suspension Technology LLC ( formerly, DriV Automotive Fellow subsidiary - - - 0.47 11.32
Inc.)
- - - 2.61 13.46
(vii) Loss allowance for trade receivables
Loss allowance Controlling Party/ 11.67 24.78 10.92 12.10 1.02
Fellow subsidiary
11.67 24.78 10.92 12.10 1.02

453
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

(d) Key Managerial Personnel ('KMP')*


Remuneration to KMP Designation For the three For the three
months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

Gangasagar Neminath Hemade (upto May 15, 2025) Director 3.42 19.64 48.94 27.25 41.81
Rishi Verma (upto May 15, 2025) Managing Director 2.99 15.07 54.72 22.02 16.25
Priya Dekate (from 29 September 2022; and upto May 05, 2025) Company Secretary - 0.15 0.62 0.54 0.24
Nadella Phani Kishor Rao (upto May 15, 2025) Director 1.44 4.72 13.85 10.27 7.55
Digambar Jagannath Parkhi (upto May 15, 2025) Director 1.45 6.50 18.21 13.64 10.07
Arvind Chandrasekharan (w.e.f. May 05, 2025) CEO and Whole time Director 33.07 - - - -
Mahender Chhabra (w.e.f. June 05, 2025) Chief Financial Officer 1.65 - - - -
Garima Sharma (w.e.f. May 05, 2025 till July 31, 2025) Company Secretary 0.80 - - - -
44.82 46.08 136.34 73.72 75.92

Director's Sitting fees Designation For the three


months period
ended
30 June 2025

Jaidit Singh Brar (w.e.f. May 05, 2025) Independent Director 1.20
Gopika Pant (w.e.f. May 05, 2025) Independent Director 0.80
Niranjan Kumar Gupta (w.e.f. May 05, 2025) Independent Director 1.00
3.00

* Key Managerial personnel who are under the employment of the Group are entitled to post-employment benefits and other long term employee benefits recognised as per Ind AS 19 'Employee
benefits' in the financial statements. As these employee benefits are lump sums amounts are provided on the basis of actuarial valuation, the same is not included above, however the amount of
post employment benefits paid to them as part of their full and final settlement are included in the remuneration. There are no termination benefits and share based payment made to the Key
Managerial Personnel during the year / period.

(e) Funding arrangement:


(i) Federal-Mogul Sealings India Limited has availed unsecured loan of Rs. Nil from the Parent repayable on demand during 30 June 2025. (30 June 2024: Rs Nil; 31 March 2025: Rs 150 million; 31
March 2024: Rs Nil million; 31 March 2023: Rs 170 million). The loan outstanding as on 30 June 2025 is Rs. 305 million. (30 June 2024: Rs 140 million; 31 March 2025: Rs 305 million; 31 March
2024: Rs 155 million; 31 March 2023: Rs 170 million).
(ii) Federal-Mogul Sealings India Limited has availed unsecured loan of Rs. Nil from Federal-Mogul Ignition Products India Limited repayable on demand during 30 June 2025. (30 June 2024: Rs Nil;
31 March 2025: Rs Nil; 31 March 2024: Rs 40 million; 31 March 2023: Rs 160 million). The loan outstanding as on 30 June 2025 is Rs. Nil. (30 June 2024: Rs Nil; 31 March 2025: Rs Nil; 31
March 2024: Rs 200 million; 31 March 2023: Rs 160 million).

(f) Additional information:


(i) The information above has been determined to the extent such parties have been identified by the Group and relied upon by the auditors.
(ii) Related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.

(This space has been intentionally left blank)

454
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

28 Related Party Disclosures (contd…)

B. Related party transactions eliminated during the year / period while preparing the Restated Consolidated summary statements
(a) Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)

Nature of transaction/Balance with related parties For the three months For the three months
Nature of related party Year ended Year ended Year ended
period ended period ended
relationship 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Transactions with the related parties

(i) Purchase of goods


Federal-Mogul Sealings India Limited Subsidiary - - - 0.18 -
- - - 0.18 -

(ii) Inter company deposit given / (received)


Federal-Mogul Sealings India Limited (Refer note 28(e)) Subsidiary - (15.00) 150.00 (15.00) 170.00
- (15.00) 150.00 (15.00) 170.00

(iii) Interest Received on Inter company deposit given


Federal-Mogul Sealings India Limited Subsidiary 6.46 3.09 12.30 14.86 1.25
6.46 3.09 12.30 14.86 1.25

(iv) Inter company deposit repayment


Federal-Mogul Sealings India Limited (Refer note 28(e)) Subsidiary - - 35.00 15.00 -
- - 35.00 15.00 -
(v) Reimbursement of expenses paid
Tenneco Automotive India Private Limited Subsidiary 10.16 0.04 0.69 - -
Federal-Mogul Ignition Products (India) Limited Subsidiary 2.38 0.00
12.54 0.04 0.69 - -
(vi) Reimbursement of expenses received
Tenneco Automotive India Private Limited Subsidiary - - 0.24 - -
- - 0.24 - -

(vii) Dividend received


Tenneco Automotive India Private Limited Subsidiary 341.40 - - - -
341.40 - - - -

Balances with related parties

(i) Inter corporate Loan given (including interest accrued)


Federal-Mogul Sealings India Limited Subsidiary 305.00 141.84 305.00 157.22 171.24
305.00 141.84 305.00 157.22 171.24
(ii) Trade payables
Tenneco Automotive India Private Limited Subsidiary 10.16 0.02 - - -
Federal-Mogul Ignition Products (India) Limited 2.81 - - - -
12.97 0.02 - - -

(ii) Trade receivables


Tenneco Automotive India Private Limited Subsidiary - - - 7.36 7.36

- - - 7.36 7.36

(b) Federal-Mogul Ignition Products India Limited

Nature of transaction/Balance with related parties For the three months For the three months
Nature of related party Year ended Year ended Year ended
period ended period ended
relationship 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Transactions with the related parties

(i) Loan Given / (received)


Federal-Mogul Sealings India Limited (Refer note 28(e)) Fellow subsidiary - - (200.00) 40.00 160.00
- - (200.00) 40.00 160.00

(ii) Interest on Loan


Federal-Mogul Sealings India Limited Fellow subsidiary 4.36 16.15 17.04 1.35
- 4.36 16.15 17.04 1.35

(iii) Reimbursement of expenses received


Tenneco Clean Air India Limited. Fellow subsidiary 2.38 - - - -
2.38 - - - -

Balances with related parties

(i) Loan given (including interest accrued)


Federal-Mogul Sealings India Limited Fellow subsidiary - 202.63 - 202.59 161.03
- 202.63 - 202.59 161.03
(ii) Trade receivables
Tenneco Clean Air India Limited Holding company 2.81 - - - -
2.81 - - - -

(This space has been intentionally left blank)

455
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

(c) Federal-Mogul Sealings India Limited

Nature of transaction/Balance with related parties For the three months For the three months
Nature of related party Year ended Year ended Year ended
period ended period ended
relationship 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Transactions with the related parties

(i) Loans (repaid)/taken


Federal-Mogul Ignition Products India Limited Fellow subsidiary - - (200.00) 40.00 160.00
Tenneco Clean Air India Limited. Holding Company - (15.00) 150.00 (15.00) 170.00
- (15.00) (50.00) 25.00 330.00

(ii) Interest expense


Federal-Mogul Ignition Products India Limited Fellow subsidiary - 4.36 16.15 17.04 1.22
Tenneco Clean Air India Limited Holding Company 6.46 3.09 12.30 14.86 1.12
6.46 7.45 28.45 31.90 2.34

Balances with related parties

(i) Receivables
Federal-Mogul Ignition Products India Limited Fellow subsidiary - - - 0.02 0.05
- - - 0.02 0.05

(ii) ICD payable (including accrued interest)


Federal-Mogul Ignition Products India Limited Fellow subsidiary - 202.63 - 202.57 161.02
Tenneco Clean Air India Limited Holding Company 305.00 141.84 305.00 157.22 171.12
305.00 344.47 305.00 359.79 332.14

(d) Tenneco Automotive India Private Limited

Nature of transaction/Balance with related parties For the three months For the three months
Nature of related party Year ended Year ended Year ended
period ended period ended
relationship 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Transactions with the related parties
(i) Reimbursement of expenses paid
Tenneco Clean Air India Limited. Holding Company - - 0.24 - -
- - 0.24 - -
(ii) Reimbursement of expenses received
Tenneco Clean Air India Limited. Holding Company 10.16 0.04 0.69 - -
10.16 0.04 0.69 - -

(iii) Dividend paid


Tenneco Clean Air India Limited. 341.40 - - - -
341.40 - - - -

Balances with related parties


(i) Payables
Tenneco Clean Air India Limited Holding Company - - - 7.36 7.36
- - - 7.36 7.36

(i) Receivables
Tenneco Clean Air India Limited Holding Company 10.16 0.02
10.16 0.02 - - -

(This space has been intentionally left blank)

456
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

29 Fair value disclosures


i) Fair values hierarchy
Financial assets and financial liabilities measured at fair value in the statement of financial position are classified into three Levels of a fair value hierarchy. The three
levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: quoted prices (unadjusted) in active markets for financial instruments.


Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable
market data rely as little as possible on entity specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

ii) Fair value of instruments measured at amortised cost


Cash and cash equivalents, other bank balances, trade receivables, other current financial assets, trade payables and other current financial liabilities approximate their
carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Financial instruments by category

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Financial assets
Measured at Amortised cost
Loans 7.34 9.75 7.39 13.51 14.15
Trade receivables 5,895.61 5,697.22 6,872.31 5,597.62 5,631.82
Cash and cash equivalents 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76
Other bank balances 2.05 2.18 3.36 5.83 12.48
Other financial assets 9,460.23 2,858.15 8,788.95 2,814.89 3,072.72

Measured at fair value through profit or loss


Investments 3.29 8.89 3.29 8.89 7.46
Total 19,076.26 10,418.33 18,534.28 10,271.47 12,853.39

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Financial liabilities
Measured at Amortised cost
Trade payable 9,258.76 7,533.97 8,424.21 8,731.66 8,942.58
Borrowings - - - - 139.72
Lease Liabilities 232.05 158.62 196.92 150.96 172.78
Vendor Bill financing 437.00 466.65 503.44 481.32 518.26
Other financial liabilities 63.12 99.26 87.90 91.70 140.54
Total 9,990.93 8,258.50 9,212.47 9,455.64 9,913.88

iii) Level of Hierarchy


Level 2
Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Financial assets
Investments 3.29 8.89 3.29 8.89 7.46
Total 3.29 8.89 3.29 8.89 7.46

There have been no transfers between Level 1, Level 2 and Level 3 for period ended 30 June 2025 and 30 June 2024, and year ended 31 March 2025, 31 March 2024
and 31 March 2023.

(This space has been intentionally left blank)

457
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

30 Financial risk management

Risk Management
The Group’s activities expose it to market risk, liquidity risk and credit risk. The Group's board of directors has overall responsibility for the establishment and oversight
of the Group's risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related
impact in the financial statements.

A) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.
The Group is exposed to credit risk from its operating activities (primarily trade receivables).

Cash and cash equivalents and bank deposits


Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in
different banks across the country.

Trade receivables
The Group closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the
credit risk to pre-calculated amounts. The Group assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is
considered to have occurred when amounts receivable become six months past due.

Other financial assets measured at amortised cost


Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial
assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within
defined limits.

Expected credit losses:


The Group provides for expected credit losses based on the following:
The Group recognizes lifetime expected credit losses on trade receivables using a simplified approach, wherein Group has defined percentage of provision by analysing
historical trend of default based on the criteria defined above. And such provision percentage determined have been considered to recognise life time expected credit
losses on trade receivables.

As at 30 June 2025
Particulars Not due < 6 months 6 months to 1 1 to 2 years 2 to 3 years > 3 years
year

Gross amount of trade receivables where 2,333.08 3,550.58 48.36 8.73 3.67 2.59
no default (as defined above) has occurred
Expected credit loss( loss allowance 4.84 26.67 7.26 6.92 3.67 2.04
provision)
Rate of expected credit loss (%) 0.21% 0.75% 15.01% 79.27% 100.00% 78.76%

As at 30 June 2024
Particulars Not due < 6 months 6 months to 1 1 to 2 years 2 to 3 years > 3 years
year

Gross amount of trade receivables where 2,728.57 2,975.15 26.18 22.26 5.59 3.32
no default (as defined above) has occurred

Expected credit loss( loss allowance 7.00 16.26 15.23 17.18 5.42 2.77
provision)
Rate of expected credit loss (%) 0.26% 0.55% 58.17% 77.16% 96.96% 83.40%

As at 31 March 2025
Particulars Not due < 6 months 6 months to 1 1 to 2 years 2 to 3 years > 3 years
year

Gross amount of trade receivables where 3,320.78 3,544.63 40.00 13.39 2.81 3.29
no default (as defined above) has occurred
Expected credit loss( loss allowance 10.53 19.06 13.43 6.13 2.31 1.12
provision)
Rate of expected credit loss (%) 0.32% 0.54% 33.57% 45.80% 82.34% 34.10%

As at 31 March 2024
Particulars Not due < 6 months 6 months to 1 1 to 2 years 2 to 3 years > 3 years
year

Gross amount of trade receivables where 2,310.26 3,225.44 79.89 29.98 4.64 7.20
no default (as defined above) has occurred
Expected credit loss( loss allowance 4.88 12.23 15.98 20.80 4.09 1.82
provision)
Rate of expected credit loss (%) 0.21% 0.38% 20.01% 69.38% 88.15% 25.23%

458
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

As at 31 March 2023
Particulars Not due < 6 months 6 months to 1 1 to 2 years 2 to 3 years > 3 years
year

Gross amount of trade receivables where 2,199.72 3,431.30 19.25 29.71 6.05 1.41
no default (as defined above) has occurred
Expected credit loss( loss allowance 3.14 12.56 9.96 24.73 4.44 0.80
provision)
Rate of expected credit loss (%) 0.14% 0.37% 51.74% 83.23% 73.41% 56.83%

Reconciliation of loss provision – lifetime expected credit losses


Particulars Amount
Loss allowance on 01 April 2022 62.46
Movement in Expected credit loss allowance (6.84)
Loss allowance as on 31 March 2023 55.62
Movement in Expected credit loss allowance 4.17
Loss allowance as on 31 March 2024 59.79
Movement in Expected credit loss allowance (7.20)
Loss allowance as on 31 March 2025 52.59
For the interim period reported
Loss allowance as on 01 April 2024 59.79
Movement in Expected credit loss allowance 4.06
Loss allowance as on 30 June 2024 63.85
For the interim period reported
Loss allowance as on 01 April 2025 52.59
Movement in Expected credit loss allowance (1.19)
Loss allowance as on 30 June 2025 51.40

B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of
committed credit facilities to meet obligations when due. Due to the nature of the business, the Group maintains flexibility in funding by maintaining availability under
committed facilities.
Management monitors rolling forecasts of the Group’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Group takes into
account the liquidity of the market in which the entity operates. In addition, the Group’s liquidity management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and
maintaining debt financing plans.

Maturities of financial liabilities


The tables below analyses the Group’s financial liabilities into relevant maturity classification based on their contractual maturities for all non-derivative financial
liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. For balances due within 12 months amounts equal their carrying values as the impact
of discounting is not significant.

Particulars Less than 1 year 1-5 years More than 5 Total


years
30 June 2025
Trade payable 9,258.76 - - 9,258.76
Lease liabilities 72.08 206.68 1.22 279.98
Vendor Bill financing 437.00 - - 437.00
Other financial liabilities 63.12 - - 63.12
Total 9,830.96 206.68 1.22 10,038.86

Particulars Less than 1 year 1-5 years More than 5 Total


years
30 June 2024
Trade payable 7,533.97 - - 7,533.97
Lease liabilities 53.33 104.55 19.05 176.93
Vendor Bill financing 466.65 - - 466.65
Other financial liabilities 99.26 - - 99.26
Total 8,153.21 104.55 19.05 8,276.81

Particulars Less than 1 year 1-5 years More than 5 Total


years
31 March 2025
Trade payable 8,424.21 - - 8,424.21
Lease liabilities 65.08 165.51 5.10 235.69
Vendor Bill financing 503.44 - - 503.44
Other financial liabilities 87.90 - - 87.90
Total 9,080.63 165.51 5.10 9,251.24

Particulars Less than 1 year 1-5 years More than 5 Total


years
31 March 2024
Trade payable 8,731.66 - - 8,731.66
Lease liabilities 52.37 128.49 1.22 182.08
Vendor Bill financing 481.32 - - 481.32
Other financial liabilities 91.70 - - 91.70
Total 9,357.05 128.49 1.22 9,486.76

459
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Particulars Less than 1 year 1-5 years More than 5 Total


years
31 March 2023
Trade payable 8,942.58 - - 8,942.58
Lease liabilities 45.54 129.01 41.92 216.47
Borrowings 139.72 - - 139.72
Vendor Bill financing 518.26 - - 518.26
Other financial liabilities 140.54 - - 140.54
Total 9,786.64 129.01 41.92 9,957.57

C) Market Risk
a) Foreign currency risk
The Group is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar, Euro and Chinese Yuan. Foreign
exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of any of the Group. Considering the low volume
of foreign currency transactions, the Group's exposure to foreign currency risk is limited and the Group hence does not currently use any derivative instruments or
forward contracts to manage its exposure. Also, the Group does not use forward contracts and swaps for speculative purposes.

(i) Foreign currency risk exposure:


The Group's exposure to foreign currency risk at the end of the reporting period are as follows
Particulars Foreign currency As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Financial liabilities
Trade payables USD 10.71 10.08 9.17 18.57 7.36
Equivalent in Rs.
Millions 922.52 842.55 787.16 1,543.99 609.07

EUR 6.41 5.52 4.25 20.26 19.31


Equivalent in Rs.
Millions 646.14 493.39 393.07 1,842.42 1,725.55

GBP 0.04 0.94 0.02 0.05 0.03


Equivalent in Rs.
Millions 5.06 13.13 2.07 4.85 3.42

CNY 3.55 10.19 8.75 9.37 3.95


Equivalent in Rs.
Millions 29.09 66.41 106.48 109.94 48.54

ZAR - 0.60 - 11.86 -


Equivalent in Rs. -
Millions 2.73 - 2.69 -

KRW 1,338.48 484.43 1,259.80 907.79 132.61


Equivalent in Rs.
Millions 84.97 29.13 78.34 56.10 8.34

Financial assets
Trade receivables
USD 10.85 6.20 11.41 6.21 6.62
Equivalent in Rs. 928.17 516.01
Millions 974.57 514.04 544.56

EUR 1.02 0.83 1.14 0.66 0.64


Equivalent in Rs.
Millions 101.73 73.51 104.78 59.27 56.88

GBP - - - - -
Equivalent in Rs. - -
Millions - - 0.02
EEFC Bank a/c
USD 1.97 1.62 1.73 0.85 3.20
Equivalent in Rs.
Millions 168.23 134.92 148.04 71.15 248.51

EUR 0.50 0.13 0.04 0.18 0.20


Equivalent in Rs.
Millions 50.45 11.12 3.31 15.69 17.36
Other financial liability
Capital Creditors
USD - 0.00 - 0.02 0.15
Equivalent in Rs. - 0.29
Millions - 1.42 12.01

EUR 0.06 0.05 0.06 0.08 0.11


Equivalent in Rs.
Millions 5.59 4.65 5.13 7.75 9.45
460
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Sensitivity
The sensitivity of profit or loss and equity to changes in the exchange rates arises mainly from foreign currency denominated financial instruments.

Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

(a) Trade payables


USD sensitivity
INR/USD- increase by 0.50% (4.61) (4.21) (3.94) (7.72) (3.05)
INR/USD- decrease by 0.50% 4.61 4.21 3.94 7.72 3.05

EUR sensitivity
INR/EUR- increase by 0.50% (3.23) (2.47) (1.97) (9.21) (8.63)
INR/EUR- decrease by 0.50% 3.23 2.47 1.97 9.21 8.63

GBP sensitivity
INR/GBP- increase by 0.50% (0.03) (0.07) (0.01) (0.02) (0.02)
INR/GBP- decrease by 0.50% 0.03 0.07 0.01 0.02 0.02

CNY sensitivity
INR/CNY- increase by 0.50% (0.15) (0.33) (0.53) (0.55) (0.24)
INR/CNY- decrease by 0.50% 0.15 0.33 0.53 0.55 0.24

ZAR sensitivity
INR/ZAR- increase by 0.50% - (0.01) - (0.01) -
INR/ZAR- decrease by 0.50% - 0.01 - 0.01 -

KRW sensitivity
INR/KRW- increase by 0.50% (0.42) (0.15) (0.39) (0.28) (0.04)
INR/KRW- decrease by 0.50% 0.42 0.15 0.39 0.28 0.04

(b) Trade receivables


USD sensitivity
INR/USD- increase by 0.50% 4.64 2.58 4.87 2.57 2.72
INR/USD- decrease by 0.50% (4.64) (2.58) (4.87) (2.57) (2.72)

EUR sensitivity
INR/EUR- increase by 0.50% 0.51 0.37 0.52 0.30 0.28
INR/EUR- decrease by 0.50% (0.51) (0.37) (0.52) (0.30) (0.28)

GBP sensitivity
INR/GBP- increase by 0.50% - - - - 0.00
INR/GBP- decrease by 0.50% - - - - (0.00)

(c) EEFC Bank a/c


USD sensitivity
INR/USD- increase by 0.50% 0.84 0.67 0.74 0.36 1.24
INR/USD- decrease by 0.50% (0.84) (0.67) (0.74) (0.36) (1.24)

EUR sensitivity
INR/EUR- increase by 0.50% 0.25 0.06 0.02 0.08 0.09
INR/EUR- decrease by 0.50% (0.25) (0.06) (0.02) (0.08) (0.09)

(d) Capital creditors


USD sensitivity
INR/USD- increase by 0.50% - (0.00) - (0.01) (0.06)
INR/USD- decrease by 0.50% - 0.00 - 0.01 0.06

EUR sensitivity
INR/EUR- increase by 0.50% (0.03) (0.02) (0.03) (0.04) (0.05)
INR/EUR- decrease by 0.50% 0.03 0.02 0.03 0.04 0.05

* Holding all other variables constant

461
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

b) Interest rate risk


i) Liabilities
The Group does not have any long term borrowings. Hence, it is not exposed to any interest rate risks.

ii) Assets
The Group’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since
neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

c) Price risk
The Group does not have any significant investments in equity instruments which create an exposure to price risk.

31 Capital management
The Group’ s capital management objectives are:
- to ensure the Group’s ability to continue as a going concern
- to provide an adequate return to shareholders
The Group monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.
Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into
account the subordination levels of the Group’s various classes of debt. The Group manages the capital structure and makes adjustments to it in the light of changes in
economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of
dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Total debt (including lease liabilities) 232.05 158.62 196.92 150.96 312.50
Less: Cash and bank balances 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76
Net debt (3,475.69) (1,683.52) (2,662.06) (1,679.77) (3,802.26)

Total equity (as shown on the face of balance sheet) 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54
Debt to equity ratio: 0.01 0.02 0.01 0.02 0.03
Net debt to equity ratio: (0.22) (0.17) (0.17) (0.17) (0.31)

32 Commitments and Contingent liabilities

a) Contractual commitments
Particulars
As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Property, plant and equipment (net of advances paid) 478.38 136.61 100.34 140.32 275.05
478.38 136.61 100.34 140.32 275.05
b) Contingent liabilities

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023

Stamp Duty on demerger (including penalty) 196.57 196.57 196.57 196.57 -


Income Tax matters* 736.60 694.30 736.60 683.02 568.06
Customs** 134.10 112.36 134.10 210.38 205.40
Central excise** 5.54 5.54 5.54 5.54 5.50
Goods & Service tax# 70.27 43.38 68.28 42.19 30.26
Others 23.73 58.52 23.59 30.24 44.51
1,166.81 1,110.68 1,164.68 1,167.94 853.73

*Primarily includes corporate tax matters and also certain transfer pricing matters.
**Inclusive of contingent liabilities taken over pursuant to the scheme of arrangement. Certain of the above claims are still in the name of the Tenneco Automotive India
Private Limited ('Demerged Company'). The above amounts do not include interest and penalty amounts which may be payable till the date of settlements, if any.

#Primarily includes suppressed turnover and GST credit availment.


The above amounts do not include interest and penalty amounts which may be payable till the date of settlements, if any. The Group believes that none of these
matters, either individually or in aggregate, are expected to have any material adverse effect on its financial statements.

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462
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

33 Share based payments

A. Restricted Stock Units (RSUs)

Tenneco LLC maintains stock based compensation plans approved by their shareholders, in terms of which stock options are granted to their employees including employees of the subsidiaries.
Accordingly Tenneco LLC had granted restricted stock units to directors of the Company which are settled in cash by Tenneco LLC. These awards (i.e., RSUs) generally require, among other
things, that the award holder remain in service with the Company during the restriction period, which is currently three years, with a portion of the award vesting equally each year. The fair value of
restricted stock units, determined by Tenneco LLC., is equal to the average of the high and low trading price of Tenneco LLC., stock at the date of grant. RSUs (both cash-settled and share-settled)
are time based service awards and generally vest according to a three year graded vesting schedule.
Since the Company does not have an obligation to settle Tenneco LLC's RSUs to its (i.e., Company's) employees, the Company measures the services received from its employees in accordance
with the requirements applicable to equity-settled share-based payment transactions and recognises a corresponding increase in equity as a deemed capital contribution from Tenneco LLC.
During the last year, the RSU's are setlled by the Tenneco LLC. There was no cross charge from Tenneco LLC to the company for the purpose of settling the RSU's.

Details of number of RSUs granted to the employees of the company:

Particulars For the three For the three


months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024

RSUs granted and outstanding at the beginning of the year / period - - - - 13,291
RSUs granted during the year / period - - - - -
RSUs cancelled during the year / period - - - - (13,291)
RSUs granted and outstanding at the end of the year / period - - - - -

*Since the RSU's are administered and controlled by the Tenneco LLC,the above information is presented only to the extent available with the Company.

B. Expenses arising from share based payment transactions recognised during the year as part of employee benefit expense is as follows :

Particulars For the three For the three


months period months period Year ended Year ended Year ended
ended ended 31 March 2025 31 March 2024 31 March 2023
30 June 2025 30 June 2024
Restricted stock units - - - - 6.49
- - - - 6.49

34 Assets held for sale

During the year ended 31 March 2025, the Board of Directors of the Tenneco Automotive India Private Limited (TAIPL), at its meeting held on 10 January 2025, passed a resolution to sell the entire
shareholding in Maple Renewable Power Private Limited ("MRPPL"). Accordingly, TAIPL issued a notice of termination of the agreement via letter dated 7 March 2025 to divest its investment in
MRPPL. This investment as at 31 March 2025 is pending to be transfered. Consequently, the investment has been classified as an "Asset Held for Sale".

Subsequently, on 16 May 2025, TAIPL sold its entire shareholding in MRPPL for a total consideration of Rs.8.70 million.

The investment in Maple Renewable Power Private Limited as at 31 March 2025 has the following disclosures:

Particulars
As at
31 March 2025

Assets held for sale (Investment) 8.70


Total 8.70

Liabilities directly associated with assets held for sale 8.70


Total 8.70

463
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

35 Segment information
The Group deals in only business segment of manufacturing and sale of automotive components and chief operating decision maker (CODM) reviews the operations of
the Group as a whole, hence there is no reportable segment as per Ind AS 108 "Operating Segments". The management considers that the various goods and services
provided by the Group constitutes single business segment, since the risks and rewards from these goods and services are not different from one another. Accordingly,
the Group has disclosed entity wide disclosure in respect of geographical spread as below

Revenue breakdown of external customers individually contributing to more than 10% of revenue from operations:
Particulars For the three For the three
Year ended
months period months period Year ended Year ended
31 March
ended ended 31 March 2025 31 March 2024
2023
30 June 2025 30 June 2024
Number of customers 3 4 3 4 3
Revenue from operations 5,981.13 7,203.02 22,662.44 31,476.93 20,480.07

Geographical information in respect of revenue from customer is given below:

Particulars For the three For the three


Year ended
months period months period Year ended Year ended
31 March
ended ended 31 March 2025 31 March 2024
2023
30 June 2025 30 June 2024

India 11,901.86 12,158.82 45,982.38 52,352.37 45,231.36


Other countries 954.35 548.90 2,921.92 2,323.75 3,042.32
12,856.21 12,707.72 48,904.30 54,676.12 48,273.68

Carrying amount of segment debtors by geographical market (net of provision)

Particulars As at
As at As at As at As at
31 March
30 June 2025 30 June 2024 31 March 2025 31 March 2024
2023

India 4,865.72 5,107.75 5,792.95 5,024.51 5,032.54


Other countries 1,029.89 589.47 1,079.36 573.16 599.28
5,895.61 5,697.22 6,872.31 5,597.67 5,631.82

The Group has common assets for producing goods for India and outside countries. Hence, separate figures for assets/additions to property, plant and equipment cannot
be furnished.

36 Employee benefit obligations

The Group has classified various benefits provided to employees as under:


(i) Defined Contribution Plan
Amount recognised in the statement of profit and loss:
Particulars For the three For the three
Year ended
months period months period Year ended Year ended
31 March
ended ended 31 March 2025 31 March 2024
2023
30 June 2025 30 June 2024

Employer's contribution to provident fund 29.06 23.75 100.34 91.52 95.03


Employee state insurance 1.17 1.15 3.71 5.29 5.75
Pension contribution 0.10 0.44 0.51 0.66 0.69
Total 30.33 25.34 104.56 97.47 101.47

(This space has been intentionally left blank)

464
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

(ii) Defined Benefit Plan


A. Gratuity
The Group has a defined benefit gratuity plan. Every employee who has completed five years or more of services, gets a gratuity on departure at 15 days basic salary
(last drawn) for each completed year of service on terms not less favorable than the provisions of the payment of Gratuity Act, 1972.

The following tables summaries the components of net benefit expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in
the Statement of Assets and Liabilities for the plan.

(i) Amount recognised in the statement of profit and loss is as under:

Description For the three For the three


Year ended
months period months period Year ended Year ended
31 March
ended ended 31 March 2025 31 March 2024
2023
30 June 2025 30 June 2024
Current service cost 10.52 9.45 37.62 32.04 30.88
Interest expense on defined benefit obligation 8.12 7.44 29.07 27.06 23.70
Interest income on plan assets (4.67) (4.81) (18.65) (16.98) (15.45)
Amount recognised in the statement of profit and loss 13.97 12.08 48.04 42.12 39.13

(ii) Remeasurement (gains) / loss recognised in other comprehensive income:

Description For the three For the three


Year ended
months period months period Year ended Year ended
31 March
ended ended 31 March 2025 31 March 2024
2023
30 June 2025 30 June 2024
Actuarial (gain) on obligations arising from changes in demographic adjustments 0.02 - (6.31) (16.97) (0.18)
Actuarial (gain) on obligations arising from changes in experience adjustments 3.10 (5.91) 22.81 5.10 (1.01)
Actuarial (gain) on obligations arising from changes in financial assumptions 9.88 (6.02) 36.91 29.02 2.03
Remeasurements of the post employment defined benefit plans (gain) 13.00 (11.92) 53.41 17.15 0.84
Return on plan assets (greater)/ less than discount rate (1.04) (0.04) (0.79) (0.25) 1.24
Remeasurements of the post employment defined benefit plans (gain) 11.96 (11.96) 52.62 16.90 2.08
recognised in OCI

(iii) Movement in the liability recognised in the balance sheet is as under:


Description As at
As at As at As at As at
31 March
30 June 2025 30 June 2024 31 March 2025 31 March 2024
2023

Present value of defined benefit obligation as at the beginning of the year / period 501.16 413.30 413.30 367.45 332.93
Current service cost 10.52 9.44 37.63 32.04 30.88
Interest cost 8.12 7.44 29.07 27.06 23.70
Remeasurements of the post employment defined benefit plans (gain) 13.00 (11.92) 53.41 17.15 0.84
Benefits paid directly by the Group (0.97) (6.20) (14.42) (13.88) (2.87)
Benefits paid from the fund (5.81) (0.19) (17.83) (16.52) (18.03)
Present value of defined benefit obligation as at the end of the year / period 526.02 411.87 501.16 413.30 367.45

Current portion 18.06 4.35 20.70 19.48 22.98


Non-Current portion 215.94 120.90 195.67 146.62 112.24

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465
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

(iv) Movement in the plan assets recognised in the balance sheet is as under:
Description As at
As at As at As at As at
31 March
30 June 2025 30 June 2024 31 March 2025 31 March 2024
2023

Fair Value of plan assets at beginning of year / period 284.79 247.20 247.20 232.23 215.39
Interest income on plan assets 4.67 4.81 18.09 17.91 15.22
Contributions by employer 7.33 39.89 48.87 25.61 23.58
Benefits paid (5.81) (5.32) (29.99) (28.60) (20.72)
Increase (decrease) due to effect of any business combination / divestitures / transfers - - (0.17) (0.20) -
Remeasurements of the post employment defined benefit plans loss/(gain) 1.04 0.04 0.79 0.25 (1.24)
Fair Value of plan Assets at the end of the year / period 292.02 286.62 284.79 247.20 232.23

(v) Plan (assets)/ liability


Description As at
As at As at As at As at
31 March
30 June 2025 30 June 2024 31 March 2025 31 March 2024
2023
Defined benefit obligation 526.02 411.87 501.16 413.30 367.45
Fair valuation of plan assets 292.02 286.62 284.79 247.20 232.23
234.00 125.25 216.37 166.10 135.22

(vi) Actuarial assumptions


Description For the three For the three
Year ended
months period months period Year ended Year ended
31 March
ended ended 31 March 2025 31 March 2024
2023
30 June 2025 30 June 2024
Discount rate 6.10% p.a. - 6.90% p.a. - 6.5% p.a. - 7.13% p.a. - 7.30% p.a. -
7.18% p.a. 7.21% p.a. 6.55% p.a. 7.20% p.a. 7.60% p.a.

Normal retirement age 58 years 58 years 58 years 58 years 58 years

Mortality rate Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured
Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality
(IALM) (2006- (IALM) (2006- (IALM) (2006- (IALM) (2006- (IALM) (2006-
08) (modified) 08) (modified) 08) (modified) 08) (modified) 08) (modified)
Ult. Ult. Ult. Ult. Ult.

Disability rate 5.0% of 5.0% of 5.0% of 5.0% of 5.0% of


mortality rate mortality rate mortality rate mortality rate mortality rate

Employee turnover# 7.5% p.a. - 15% 6.35% p.a. - 7.5% p.a. - 15% 6.35% p.a. - 5% p.a.
p.a. 15% p.a. p.a. 15% p.a.

Expected rate of return on Plan Assets 6.10% p.a. - 6.35% p.a. - 6.5% p.a. - 7.20% p.a. - 6.92% p.a. -
7.20% p.a. 7.42% p.a. 7.13% p.a. 7.35% p.a. 7.60% p.a.

Salary increase rate^# 10%p.a. 8%p.a. - 10%p.a. 8%p.a. - 8%p.a. -


10%p.a. 12%p.a. 10%p.a.

^The estimates of seniority, future salary increases, considered in actuarial valuation, take account of price inflation, promotions and other relevant factors, such as supply
and demand in the employment market.
# Rate of employee turnover and salary increase depends upon various factors namely nature of employee, location etc.

466
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

(vii) A quantitative sensitivity analysis for significant assumptions:


Description For the three For the three
Year ended
months period months period Year ended Year ended
31 March
ended ended 31 March 2025 31 March 2024
2023
30 June 2025 30 June 2024

Resulting defined benefit obligation after change in discount rate


- due to increase of 0.50 %-1.00% 506.70 389.96 306.73 261.66 224.41
- due to decrease of 0.50 %-1.00% 546.49 436.32 392.48 335.99 290.22

Resulting defined benefit obligation after change in salary


- due to increase of 0.50 %-1.00% 545.81 437.53 315.90 278.57 236.95
- due to decrease of 0.50 %-1.00% 506.19 388.58 376.36 314.64 271.77

The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in
key assumptions occurring at the end of the reporting period.

The weighted average duration of the defined benefit obligation is 6 years as on 30 June 2025 (30 June 2024: 6 years; 31 March 2025: 6 years; 31 March 2024: 9 years;
31 March 2023: 12 years)

The following pay-outs are expected in future years:

Description For the three


months
period ended
30 June 2025

Within 1 Year 57.29


1-3 Years 111.73
Later than 3 Years 515.43

Description For the three


months
period ended
30 June 2024

Within 1 Year 42.04


1-3 Years 90.12
Later than 3 Years 455.29

Description Year ended


31 March
2025

Within 1 Year 58.04


1-3 Years 132.56
Later than 3 Years 465.60

Description Year ended


31 March
2024
Within 1 Year 46.00
1-3 Years 62.62
Later than 3 Years 329.66

Description Year ended


31 March
2023
Within 1 Year 30.30
1-3 Years 33.99
Later than 3 Years 255.01

(This space has been intentionally left blank)

467
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

B. Compensated absences
Accumulated leave, which is expected to be utilised within the next 12 months, is treated as short-term employee benefit. The Group measures the expected cost of such
absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Group treats accumulated
leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are
provided for based on the actuarial valuation using the projected unit credit method at the year-end

The principal assumptions used in determining compensated absences are shown below:
Description For the three For the three
Year ended
months period months period Year ended Year ended
31 March
ended ended 31 March 2025 31 March 2024
2023
30 June 2025 30 June 2024
Discount rate 6.10% p.a. - 6.90% p.a. - 6.5% p.a. - 7.13% p.a. - 7.30% p.a. -
7.18% p.a. 7.21% p.a. 6.55% p.a. 7.20% p.a. 7.60% p.a.

While in service Availment Rate 0% p.a. - 7.00% 0% p.a. - 7.00% 0% p.a. - 7.00% 0% p.a. - 7.00% 0% p.a. -
p.a. p.a. p.a. p.a. 7.98% p.a.

Mortality rate Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured
Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality
(IALM) (2006- (IALM) (2006- (IALM) (2006- (IALM) (2006- (IALM) (2006-
08) (modified) 08) (modified) 08) (modified) 08) (modified) 08) (modified)
Ult. Ult. Ult. Ult. Ult.

Disability rate 5.0% of 5.0% of 5.0% of 5.0% of 5.0% of


mortality rate mortality rate mortality rate mortality rate mortality rate

Normal retirement age 58 years 58 years 58 years 58 years 58 years

Employee turnover# 7.5% p.a. - 15% 6.35% p.a. - 7.5% p.a. - 15% 6.35% p.a. - 5% p.a. -
p.a. 15% p.a. p.a. 15% p.a. 13.30% p.a.

Salary increase rate^# 10%p.a. 8%p.a. - 10%p.a. 8%p.a. - 8%p.a. -


10%p.a. 12%p.a. 10%p.a.

The following pay-outs are expected in future years:

Description For the three


months
period ended
30 June 2025
Within 1 Year 4.81
1-3 Years 9.55
Later than 3 Years 31.88

Description For the three


months
period ended
30 June 2024
Within 1 Year 2.43
1-3 Years 6.24
Later than 3 Years 12.18

Description Year ended


31 March
2025
Within 1 Year 4.74
1-3 Years 8.78
Later than 3 Years 29.80

Description Year ended


31 March
2024
Within 1 Year 3.04
1-3 Years 4.84
Later than 3 Years 22.82

Description Year ended


31 March
2023
Within 1 Year 2.39
1-3 Years 5.15
Later than 3 Years 20.88

^*The estimates of seniority, future salary increases, considered in actuarial valuation, take account of price inflation, promotions and other relevant factors, such as
supply and demand in the employment market.
# Rate of employee turnover and salary increase depends upon various factors namely nature of employee, location etc.

468
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

37 Per transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961, the Group is required to use certain specific methods in
computing arm’s length prices of international transactions with associated enterprises and maintain adequate documentation in this
respect.Since law requires existence of such information and documentation to be contemporaneous in nature, the Group has appointed
independent consultants for conducting a Transfer Pricing Study (the ‘Study’) to determine whether the transactions with associate
enterprises undertaken during the financial year are on an 'arms length basis'. Management is of the opinion that the Group’s international
transactions are at arm's length and that the results of the on-going study will not have any impact on the financial statements and the
independent consultants appointed have also preliminarily confirmed that they do not expect any transfer pricing adjustments.

38 Reconcilition between opening and closing balances in the balance sheet for liabilities arising from financing activities:

Short-term
Particulars Leases Interest
Borrowings
Opening Balance 1 April 2022 102.42 719.25 19.90
Non cash changes due to
- Recognition of lease liabilities 108.34 - -
- Movement in Short term borrowings during the year (net) - 8.60 -
- Interest expense 8.67 - 156.79
- Deletion (12.00) (338.80) -
Cash flows during the year due to
- Movement in Short term borrowings during the year (net) - (249.31) -
- Repayment of lease liabilities (28.40) - -
- Payment of interest (6.25) - (161.85)
Closing Balance as on 31 March 2023 172.78 139.74 14.84

Opening Balance 1 April 2023 172.78 139.74 14.84


Non cash changes due to
- Recognition of lease liabilities 12.40 - -
- Interest expense 13.92 - 196.37
- Deletion (1.26) (8.65) -
Cash flows during the year due to
- Movement in Short term borrowings during the year (net) - (131.09) -
- Repayment of lease liabilities (37.53) - -
- Payment of interest (9.35) - (196.37)
Closing Balance as on 31 March 2024 150.96 - 14.84

Opening Balance 1 April 2024 150.96 - 14.84


Non cash changes due to
- Recognition of lease liabilities 108.28 - -
- Interest expense 13.57 - 141.24
- Deletion (13.65) - -
Cash flows during the year due to
- Movement in Short term borrowings during the year (net) - - -
- Repayment of lease liabilities (52.98) - -
- Payment of interest (9.26) - (141.24)
Closing Balance as on 31 March 2025 196.92 - 14.84

For the interim period reported


Opening Balance 1 April 2024 150.96 - 14.84
Non cash changes due to
- Recognition of lease liabilities 20.12 - -
- Interest expense 3.61 - 30.84
- Deletion (0.49) - -
- Adjustment - - -
Cash flows during the year due to
- Movement in Short term borrowings during the period (net) - - -
- Repayment of lease liabilities (13.17) - -
- Payment of interest (2.41) - (30.84)
Closing Balance as on 30 June 2024 158.62 - 14.84

For the interim period reported


Opening Balance 1 April 2025 196.92 - 14.84
Non cash changes due to
- Recognition of lease liabilities 52.98 - -
- Interest expense 5.19 - 42.14
- Deletion (4.77) - -
- Adjustment - - -
Cash flows during the year due to
- Movement in Short term borrowings during the period (net) - - -
- Repayment of lease liabilities (15.11) - -
- Payment of interest (3.16) - (42.14)
Closing Balance as on 30 June 2025 469 232.05 - 14.84
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

39 Ratio Analysis and its elements

a) Current Ratio = Current assets divided by Current liabilities

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Current Assets 22,486.74 11,343.89 13,271.24 11,835.63 14,616.33
Current Liabilities 12,365.81 10,420.51 11,492.95 11,029.33 11,700.99
Ratio (in times) 1.82 1.09 1.15 1.07 1.25
% Change from previous period/year 67% 8% -14%

Reason for change more than 25%:


For the period ended 30 June 2025, change is mainly on account of increase in working capital.

b) Return on Equity Ratio = Net profit after tax divided by average equity

Particulars As at As at As at As at As at 31
30 June 2025 30 June 2024 31 March 2025 31 March 2024 March 2023
Restated Profit for the period/year 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
Average Equity* 16,101.34 9,943.63 12,968.57 10,954.01 11,589.13
Ratio 0.10 0.15 0.43 0.38 0.33
% Change from previous period/year -31% 12% 16%

*Average equity represents the average of opening and closing total equity.

Reason for change more than 25%:


For the period ended 30 June 2025, change is mainly on account of increase in equity.

c) Inventory Turnover Ratio = Cost of goods sold divided by average inventory

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Cost of goods sold* 8,253.90 8,510.48 32,211.67 38,924.99 34,383.88
Average Inventory 2,897.79 3,182.30 3,035.36 3,621.13 3,598.38
Ratio (in times) 2.85 2.67 10.61 10.75 9.56
% Change from previous period/year 7% -1% 12%

* Cost of goods sold comprises Cost of Materials Consumed, Purchases of Stock in Trade and Changes in inventories of finished goods, semi finished goods and Stock in trade

d) Trade Receivables turnover ratio = Credit Sales divided by average trade receivables

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Credit sales* 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Average Trade Receivables# 6,383.96 5,647.42 6,234.97 5,614.72 5,517.93
Ratio (in times) 2.01 2.25 7.84 9.74 8.75
% Change from previous period/year -11% -19% 11%

* Credit sales includes sale of products, services and scrap sales.


# Trade receivables is included gross of ECL and net of customer advances. Average Trade receivables represents the average of opening and closing trade receivables.

e) Trade payables turnover ratio = Credit purchases divided by average trade payables

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Credit purchases* 8,485.73 8,270.03 31,664.15 38,289.34 35,114.34
Average Trade Payables# 9,311.71 8,606.80 9,070.32 9,336.91 8,703.02
Ratio (in times) 0.91 0.96 3.49 4.10 4.03
% Change from previous period/year -5% -15% 2%

*Credit purchases includes purchase of stock-in-trade, raw materials and packing materials
# Average Trade payable included payables for purchases and vendor bill financing. Average Trade payable represents the average of opening and closing trade payables.

470
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

f) Net Capital Turnover Ratio = Sales divided by Net Working capital

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Revenue from operations (A) 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Current Assets (B) 22,486.74 11,343.89 13,271.24 11,835.63 14,616.33
Current Liabilities (C) 12,365.81 10,420.51 11,492.95 11,029.33 11,700.99
Net Working Capital (D = B-C) 10,120.93 923.38 1,778.29 806.30 2,915.34
Ratio (in times) (E= A/D ) 1.27 13.76 27.50 67.81 16.56
% Change from previous period/year -91% -59% 310%

Reason for change more than 25%:


For the year ended 31 March 2025, change is mainly on account of decrease in revenue and increase in trade receivables.
For the year ended 31 March 2024, change is mainly on account of increase in revenue.
For the period ended 30 June 2025, change in mainly on account of increase in current assets due to receivable from Federal-Mogul Motorparts India Limited

g) Net profit ratio = Net profit after tax divided by Sales

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Restated Profit for the period/year 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
Sales 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Ratio 13% 12% 11% 8% 8%
% Change from previous period/year 11% 48% -3%
Reason for change more than 25%:
For the year ended 31 March 2025, change is mainly on account of improved profitability.

h) Return on Capital employed (pre -tax) = Earnings before interest and taxes (EBIT) divided by Capital Employed

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Restated Profit before Tax (A) 2,272.19 1,982.07 7,328.16 5,531.05 5,077.45
Finance Cost (B) 70.96 47.80 202.66 251.63 215.58
Other income (C) 308.09 150.47 410.15 697.76 595.88
Operating EBIT (D ) = (A+B-C) 2,035.06 1,879.40 7,120.67 5,084.92 4,697.15
Tangible Net Worth * (E) 12,260.26 11,158.84 12,343.83 11,039.76 13,702.10
Total Borrowings ** (F ) 232.05 158.62 196.92 150.96 312.50
Deferred Tax Liability (G) 3.76 8.46 1.05 10.09 3.87
Capital Employed (H) = (E+F+G) 12,496.07 11,325.92 12,541.80 11,200.81 14,018.47

Ratio (in %) 16% 17% 57% 45% 34%


% Change from previous period/year -2% 25% 35%

* Tangible net worth = Total equity- Intangible assets- Deferred Tax Assets- Capital Redemption Reserve- Capital Reserve on Business Combination under Common Control-Capital Reseve

** Total Borrowings includes Current and Non Current Borrowings and Lease Liabilities
Reason for change more than 25%:
For the year ended 31 March 2024, the change is mainly on account of decrease in capital employed.

i) Debt Equity ratio = Total debts divided by Total Equity

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Total Debt* 232.05 158.62 196.92 150.96 312.50
Total Equity 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54
Ratio 0.01 0.02 0.01 0.02 0.03
% Change from previous period/year -8% -21% -40%

* Total Debt includes Current and Non Current Borrowings and Lease Liabilities
Reason for change more than 25%:
For the year ended 31 March 2024, the change is mainly on account of decrease in equity arising due to capital reduction scheme and dividend paid.

471
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

j) Debt service coverage ratio= Earnings available for debt services divided by total interest and principal repayments.

Particulars As at As at As at As at As at
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Restated Profit for the period/year (A) 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
Add: Non cash operating expenses and finance cost
Depreciation and Amortisation cost (B) 253.74 249.78 1,031.72 1,035.93 1,009.19
Finance cost (C ) 70.96 47.80 202.66 251.63 215.58
Total Non-cash operating expenses and finance cost (Pretax) (D= B+C) 324.70 297.58 1,234.38 1,287.56 1,224.77
Total Non-cash operating expenses and finance cost (Posttax) (E = D (1-Tax rate)) 242.97 222.68 923.69 963.48 916.50
Earnings available for debt services (F = A+E) 1,923.85 1,725.76 6,455.12 5,131.35 4,726.93

Debt service
Lease Repayment (G) 18.27 15.58 62.24 46.88 34.65
Principal repayments & interest thereon (H) 70.16 40.39 169.42 371.66 1,236.08
Total Interest and principal repayments (I = G+H) 88.43 55.97 231.66 418.54 1,270.73

Ratio (In times) (J = F/ I) 21.76 30.83 27.86 12.26 3.72

% Change from previous period/year -29% 127% 230%

Reason for change more than 25%:


For the year ended 31 March 2025, the change is mainly on account of increase in profit for the year.
For the year ended 31 March 2024, the change is mainly on account of decrease in debt service payments.
For the period ended 30 June 2025, the change is mainly on account of increase in debt service payments.
Note:
Percentage change has been compared for the two periods ended 30 June 2025 and 30 June 2024, separately from comparison of percentage change for the years ended 31 March 2025, 31
March 2024 and 31 March 2023. As such, the ratios for the two periods ended 30 June 2025 and 30 June 2024, and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 are
not comparable. No percentage variance has been provided for 30 June 2024 since there are no comparative figures. Further, the ratios for the period ended 30 June 2025 30 June 2024 are not
annualized.

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472
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

40 Business Combinations
1. On 24 March 2025, Tenneco Automotive India Private Limited ("TAIPL") has transferred its entire shareholding of 20,664,039 equity shares in
Motocare India Private Limited (erstwhile subsidiary of TAIPL, hereinafter referred to as MIPL) to Federal-Mogul Motorparts India Limited (fellow
subsidiary), for a consideration of Rs. 8,293.51 millions. The profit on sale of investment i.e., the difference between consideration received and
the carrying value of investment, i.e., Rs. 2,559 million amounting to Rs. 5,734.51 millions has been recognised in Exceptional item as "Gain on
sale of Investment" in standalone books of TAIPL.
2. Subsequently, on 26 March 2025, the Company ('the Transferee Company"), directly acquired the shareholding in the businesses of entities
namely Federal-Mogul Ignition Products India Limited, Federal Mogul Sealings India Limited, Federal Mogul Bearings India Limited & Tenneco
Automotive India Private Limited (together referred as "Transferor Companies") which were ultimately controlled by the same parties who control it,
both before and after the business combination. The consideration to be paid was determined based on a share-swap ratio. As per the share swap
ratio approved by the Board in its meeting held on 26 March 2025, Transferee Company has issued 189,515,480 Equity Shares of Rs 10 each
("New Equity Shares") to Shareholders of Transferor Companies. The Company had acquired the entire shareholding of TAIPL through a share
swap arrangement as stated above; however the investment in MIPL was not acquired by the Company as part of this share swap arrangement.
On sale of the investment, the total consideration receivable formed part of the net assets acquired of TAIPL and hence the difference between the
total consideration receivable and actual value of investment, aggregating to Rs. 4,914.47 Million (net of taxes) is recognised in 'Capital Reserve
on Business Combination under Common Control' in the Restated Consolidated Financial Information of the Group.

Pursuant to the requirements of Appendix C of the Ind AS 103, business combinations under common control are accounted for using the pooling
of interest method. Consequently, the financial statement of the Group, includes the financial information of the businesses transferred by the
Acquiree Companies to the Acquirer Company and has been restated from the earliest period presented in the consolidated financial statement of
the Group.
The details of the business combination, the carrying value of the assets, liabilities and reserves acquired and harmonized as per the revised
accounting policies, and the resultant capital reserve are given below.

Identifiable assets acquired and liabilities assumed and capital reserve arising on business combination as at April 01, 2022:

Particulars Federal-Mogul Federal Mogul Federal Mogul Tenneco Automotive


Ignition Products Sealings India Bearings India India Private Limited
India Limited Limited Limited
ASSETS

Non-current assets
Property, plant and equipment 339.63 235.97 390.39 2,428.94
Capital work in progress 27.53 8.92 10.29 83.35
Right-of-use assets 9.59 2.751 183.28
Intangible assets 2.83 2.22 1.71 1.20

Financial assets
i. Loans - - - 1.89
ii. Other financial assets 8.95 3.52 5.66 2,577.86
Deferred tax assets (net) - - - 29.37
Current tax assets (net) 25.63 5.97 36.69 47.86
Other non-current assets 13.46 14.66 - 30.36
Total non-current assets 427.62 271.26 447.49 5,384.11

Current assets
Inventories 353.79 111.45 415.38 770.32
Financial assets
i. Investments 7.46
ii. Trade receivables 323.16 177.43 253.86 2,320.99
iii. Cash and cash equivalents 203.07 19.10 57.97 556.66
iv. Bank balances other than (iii) above 1.50 - - 0.50
v. Loans - - - 9.00
vi. Other financial assets 3.92 2.54 2.69
Other current assets 10.13 29.26 27.80 66.59
Total current assets 895.57 337.24 757.55 3,734.21

Total assets 1,323.19 608.50 1,205.04 9,118.32

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473
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

Particulars Federal-Mogul Federal Mogul Federal Mogul Tenneco Automotive


Ignition Products Sealings India Bearings India India Private Limited
India Limited Limited Limited
EQUITY

Equity
Other Equity 472.83 94.88 599.97 5,344.13
Total equity 472.83 94.88 599.97 5,344.13

LIABILITIES

Non-current liabilities
Financial liabilities
i. Lease Liabilities 0.04 - - 30.60
Provisions 29.16 4.49 13.93 28.78
Deferred tax liabilities (net) 4.93 8.52 -
Other non-current liabilities - - - 81.13
Total non-current liabilities 34.13 4.49 22.45 140.51

Current liabilities
Financial liabilities
i. Borrowings - 330.00 - 338.83
ii. Lease liabilities - - - 11.10
iii. Vendor Bill financing - - - 381.49
iv. Trade payables
(a) total outstanding dues of micro and small 41.15 32.95 8.79 405.12
(b) total outstanding dues of creditors other than 316.89 124.77 462.70 1,865.73
v. Other financial liabilities 6.39 1.29 3.03 121.11
Other current liabilities 14.09 11.37 4.58 221.70
Provisions 6.63 0.42 6.53 273.72
Current tax liabilities (net) 3.19 - 9.24 13.88
Total current liabilities 388.33 500.80 494.87 3,632.68

Total equity and liabilities 895.30 600.17 1,117.29 9,117.32

Net assets and reserves transferred 427.89 8.33 87.75 1.00


New shares issued 144.79 39.92 135.90 1,574.54
Cancellation of existing share capital 427.89 8.33 87.75 1.00
Capital reserve 283.11 (31.59) (48.15) (1,573.54)

Note:The Group has acquired all assets of TAIPL except for the investment in equity shares of MIPL which has been disposed off prior to
acquisition of TAIPL.

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474
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

41 First Time Adoption of Ind AS


The Company entered into a share swap agreement on 25 March 2025 to obtain control of acquiree companies as explained in note 40 - Business combination.
Within the group, the following companies have prepared their financial statements in accordance with Ind AS for the first time. The financial statements, for the
year ended 31 March 2025, are the first financial statements prepared in accordance with Ind AS.

- Federal-Mogul Ignition Products India Limited


- Federal Mogul Sealings India Limited
- Federal Mogul Bearings India Limited

Within the group, the following company were already preparing their financial statements in accordance with the Ind AS.

- Tenneco Clean Air India Private Limited


- Tenneco Automotive India Private Limited
Pursuant to the Companies (Indian Accounting Standard) Second Amendment Rules, 2015, above companies adopted 31 March 2025 as reporting date for first
time adoption of Indian Accounting Standard (Ind-AS) - notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian
Accounting Standards) amendment Rules 2016 (as amended from time to time) as and consequently 1 April 2023 as the transition date for preparation of their
respective statutory financial statements for the year ended 31 March 2025. The financial statements for the year ended 31 March 2025, were the first financial
statements prepared in accordance with Ind-AS for above companies. Upto the financial year ended 31 March 2024, the financial statements were prepared in
accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts)
Rules, 2014 (“Indian GAAP” or “Previous GAAP” or "IGAAP").
Accordingly, the Group has prepared financial statements which comply with Ind AS applicable for the financial year ending on 31 March 2025, together with the
comparative period data as at and for the year ended 31 March 2024, as described in the summary of material accounting policies.

Financial statements for the year ended 31 March 2023 have been prepared in accordance with requirements of SEBI Circular dated 31 March 2016 and
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI after making suitable adjustments to the accounting heads from their Indian
GAAP values following accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 consistent with that used at the date
of transition to Ind AS (1 April 2023) and as per the presentation, accounting policies and grouping/classifications followed as at and for the year ended 31 March
2025. In preparing these financial statements, the Group has considered transition date to be 1 April 2022.
An explanation of how the transition from previous GAAP to Ind AS has affected the Group’s financial position, financial performance and cash flows is set out in
the following tables and notes.

A. Exemptions and Exceptions availed


In preparing these Ind AS financial statements, the Group has availed certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The
resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and IGAAP have
been recognised directly in equity (retained earnings). This note explains the adjustments made by the Group in restating its IGAAP financial statements, including
the total equity as at 1 April 2022, 1 April 2023 and the total equity and total comprehensive income as at and for the year ended 31 March 2023 and 31 March
2024.

A.1 Ind AS Optional Exemptions


Set out below are the applicable Ind AS 101 optional exemptions applied in the transition from previous IGAAP to Ind AS.
A.1.1 Deemed cost exemption
Ind AS 101 permits a first time adopter to elect to continue with the carrying value for its property, plant and equipment and intangible assets recognised in the
financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition.
Accordingly, the Group has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.
A.1.2 Leases
An entity has to assess whether a contract or arrangement contains a lease as per Ind AS 116. As a first time adopter, entity has an option to make this
assessment on the basis of facts and circumstances existing at the date of transition as per Ind AS 101. The Group has elected to apply this exemption for such
contracts/arrangements.
Under Ind AS 101 an entity can elect not to apply the requirement to create a right of use asset and lease liability as on the date of transition with respect to the
leases for which the lease term ends within 12 months of the date of transition. The Group has opted to apply this practical exemption and has not recognized a
right of use asset and a corresponding lease liability in respect of leases where the lease term ends within 12 months from the date of transition.

In cases where the lease term ends beyond a period of 12 months from the date of transition, the Group has applied modified retrospective approach and
measured its lease liability at the present value of the remaining lease payments discounted using the Group's incremental borrowing rate at the date of transition
to Ind AS. Further, the right-to-use asset has been measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease
payments relating to that lease recognised in the Balance Sheet immediately before the date of transition to Ind AS.
As on the transition date, the Group has applied modified retrospective approach and measured its lease liability at the present value of remaining lease payments
by discounting of the remaining lease payments using the Group's incremental borrowing rate. Further, the right-to-use asset has been measured at an amount
equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the Balance Sheet immediately
before the date of transition to Ind AS.

As a first time adopter, the Group has used the following optional exemptions permitted:
- Assessed whether contracts as at transition date contains a lease based on facts and circumstances existing as on that date
- Applying a single discount rate to a portfolio of leases with reasonably similar characteristics.
- Not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term at the transition date
- Not to recognize right-of-use assets and liabilities for leases of low value assets
- Hindsight is considered in determining the lease term

A.1.3 Revenue from contract with customers


A first-time adopter is not required to restate contracts that were completed before the earliest period presented. A completed contract is a contract for which the
entity has transferred all of the goods or services identified in accordance with previous GAAP.
As a first time adopter of Ind AS, the Group has decided to use the above exemption.

475
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

A.2 Ind AS mandatory exceptions


The Group has applied the following exceptions from full retrospective application of Ind AS which are mandatorily required under Ind AS 101:

A.2.1 Estimates
The Group's estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with
previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS
estimates as at 1 April 2023 are consistent with the estimates as at the same date made in conformity with previous GAAP.
The Group made estimates for following items in accordance with Ind AS at the date of transition as these were not required under IGAAP:
- Impairment of financial assets based on expected credit loss model

A.2.2 Classification and measurement of financial assets


Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of
transition to Ind AS. Consequently, the Group has applied the above assessment based on facts and circumstances existing at the transition date.

A.2.3 Impairment of financial assets


Application of the impairment requirements of Ind AS 109 retrospectively.
The Group has applied impairment requirements of Ind AS 109 retrospectively using reasonable and supportable information to determine the credit risk at the
date when the financial instruments were initially recognised, and to compare that to the credit risk at the date of transition to Ind AS. Requirements under Ind AS
109 for impairment are applied against trade receivables.

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476
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

41 First Time Adoption of Ind AS (Contd..)

B: Reconciliations between IGAAP and Ind AS


The following reconciliations provide the explanation and qualification of the differences arising from the transition from Previous GAAP to Ind AS in accordance
with Ind AS 101 “First Time Adoption of Indian Accounting Standards”.
(a) Reconciliation of total equity as at 1 April 2022, 31 March 2023, 1 April 2023 and 31 March 2024.
(b) Reconciliation of total comprehensive income for the year ended 31 March 2023 and 31 March 2024.
(c) Reconciliation of consolidated statement of cash flows for the year ended 31 March 2023 and 31 March 2024.
Previous GAAP figures have been reclassified/regrouped wherever necessary to confirm with the financial statements prepared under Ind AS.

Reconciliation of total equity as at 31 March 2024, 1 April 2023, 31 March 2023, and 1 April 2022 between previous GAAP and Ind AS:

As at As at As at As at
Sr No Particulars Note
31 March 2024 1 April 2023 31 March 2023 1 April 2022
I Total Equity under Previous GAAP 1,933.67 1,965.58 1,965.58 1,690.82
II Ind AS Adjustments:
Depreciation and interest on ROU asset and lease liability a (0.62) (0.13) (0.13) -
Reversal of Rent expenses on account of Ind AS 116 a 0.56 0.11 0.11 -

III Total equity of entities transition under Ind AS (I+II) 1,933.61 1,965.56 1,965.56 1,690.82
Impact on account of consolidation and consolidation of 7,879.86 10,128.98
entities already under Ind AS
Total equity under Ind AS 9,813.47 12,094.54

Reconciliation of total comprehensive income as at 31 March 2024 and 31 March 2023:


As at As at
Sr No Particulars Note
31 March 2024 31 March 2023

I Profit after tax as per previous GAAP 300.09 274.76

Ind AS Adjustments:
Gratuity impact as per valuation b 2.57 6.18
Depreciation and interest on ROU asset and lease liability a (0.49) (0.13)
Reversal of Rent expenses on account of Ind AS 116 a 0.46 0.11
Deferred tax impact c (0.33) (1.29)

II Total adjustment to profit or loss 2.21 4.87

III Profit after tax under Ind AS (I+II) 302.30 279.63

Other comprehensive income


Remeasurement of defined benefit plans b (2.57) (6.18)
Deferred tax impact c 0.33 1.29

IV Total adjustment to other comprehensive income (2.24) (4.89)


V Total comprehensive income under Ind AS (III+IV) 300.06 274.74
Impact on account of consolidation and consolidation of 3,859.68 3,533.87
entities already under Ind AS
Total equity under Ind AS 4,159.74 3,808.61

Impact of Ind AS adoption on the statement of cash flows for the year ended 31 March 2024 and 31 March 2023:
On Ind AS adoption, the cashflows from leases are recorded under financing activity whereas under previous GAAP they were recorded within operating activity. On adoption
of Ind AS, the lease payments are presented under financing activities as principal elements of lease liability amounting to Rs. 0.45 millions (31 March 2023: Rs. 0.11
millions) and finance costs paid towards lease liabilities amounting to Rs. 0.11 millions (31 March 2023: 0.03 millions).
C: Notes to First Time Adoption of Ind AS
a) Leases
Under previous GAAP, the lease payment made for the properties taken on lease is recognised as Rent Expenses in the Statement of Profit and Loss for the period. Ind AS
116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet
lease accounting model for lessees. Under Ind AS, the Company should recognise right-to-use asset (ROU asset) and lease liability for the properties taken on lease subject
to exemption provided in the Ind AS 116. On application of Ind AS 116, the nature of expenses has changed from lease rent to depreciation cost for the right-to-use asset,
and finance cost for interest accrued on lease liability. There is no change in accounting by the lessor.

b) Actuarial gains and losses


The impact is on account of measurement of employee benefits obligations as per Ind AS 19. Under previous GAAP, actuarial gains and losses were recognised in profit
and loss. Under Ind AS, the actuarial gains and losses forming part of remeasurement of the net defined benefit liability / asset, are recognised in the Other Comprehensive
Income (OCI) under Ind AS instead of profit or loss.

c) Deferred tax
The previous GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for
the period. Ind AS 12 requires entities to account for deferred taxes using balance sheet approach which focuses on temporary differences between the carrying amount of
an asset or liability in the balance sheet and its tax base. Various transitional adjustments has resulted in recognition of temporary differences.

477
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

42 Summarized below are the restatement adjustments made to the Audited Interim Consolidated Financial Statements as at and for the period ended 30 June 2025 and 30 June 2024, Audited Consolidated
Financial Statements as at and for the year ended 31 March 2025, Audited Special Purpose Consolidated Financial Statements as at and for the year ended 31 March 2024 and 31 March 2023 and their
impact on equity and the profit/(loss) of the Group :

Part A: Statement of Adjustments to Audited Special Purpose Consolidated Financial Statements


Reconciliation between audited equity and restated equity
As at As at As at As at As at
Sr. No. Particulars
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Total Equity as per Audited Special Purpose Interim Consolidated
Financial Statements/Audited Consolidated Financial
A 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54
Statements/Audited Special Purpose Consolidated Financial
Statements
B Adjustments - - - - -

C Total impact of adjustments (i+ii+iii+iv) - - - - -

D Total equity as per restated consolidated financial information


16,079.00 10,073.78 16,123.67 9,813.47 12,094.54
(A+C)

Reconciliation between audited comprehensive income and restated comprehensive income :


As at As at As at As at As at
Sr. No. Particulars
30 June 2025 30 June 2024 31 March 2025 31 March 2024 31 March 2023
Total Comprehenive income as Audited Special Purpose Interim
Consolidated Financial Statements/Audited Consolidated Financial
A 1,671.94 1,512.03 5,491.89 4,159.73 3,808.61
Statements/Audited Special Purpose Consolidated Financial
Statements
B Adjustments - - - - -

C Total impact of adjustments (i+ii+iii+iv) - - - - -

D
Total equity as per restated comprehensive income (A+C) 1,671.94 1,512.03 5,491.89 4,159.73 3,808.61

Part B: Reconciliation of Retained Earning as per Special Purpose Consolidated Financial Statements with Retained Earnings as per Restated Consolidated Financial Information as at March
31, 2023

As specified in the requirements of SEBI Circular dated 31 March 2016 on Reports in Company Prospectuses (Revised 2019) issued by ICAI, the total equity balance computed under Restated
Consolidated Financial Information for the year ended 31 March 2023 and total equity balance computed on transition date on 01 April 2023, differs due to preparation of Special Purpose financial
statement (Ind AS) as at and for the year ended 31 March 2023 (considering transition date as 01 April 2022) and other restatement adjustments made for the year ended 31 March 2023. Accordingly, the
closing total equity balance as at 31 March 2023 of the Restated Consolidated Financial Information has not been carried forward to opening Balance sheet as at 01 April 2023.

Particulars Amount
Retained Earnings as at 31 March 2023 as per Restated Consolidated Financial Information 7,967.56

Adjustments: -
Balance as at April 1, 2023 presented as comparatives as per Audited Special Purpose Ind AS Consolidated Financial Statements for the year ended March 31, 2023 7,967.56

Part C : Non adjusting items

a) Material Regroupings
Appropriate re-groupings have been made in the Restated Consolidated Statement of Assets and Liabilities, Restated Consolidated Statement of Profit and Loss and Restated Consolidated Statement of
cash flows, wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the accounting policies and
classification as per the Ind AS financial information of the Group for the financial year ended 31 March 2025 prepared in accordance with amendment to Schedule III of Companies Act, 2013,
requirements of Ind AS 1 and other applicable Ind AS principles and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as
amended.

478
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

43 Other Statutory Information

i) No proceedings have been initiated on or are pending against the Group for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45
of 1988) and Rules made thereunder.

ii) The Group has no transactions/balances with companies struck off under section 248 of the Companies Act,2013, except as disclosed below:
Balance Balance
Nature of
Name of Struck off outstanding as on outstanding as on
transactions with Relationship
Company 31 March 2025 31 March 2025 (in
struck off Company
(Amount in INR) Million)
Actisai Foodline Payable 27,490 0.03 Vendor
Private Limited

iii) There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year/reporting period.

v) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding
that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

vii) The Group does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year
in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

viii) The Group have not been declared willful defaulter by any bank or financial institution or government or any government authority.

ix) The Group has not entered into any scheme of arrangement in terms of sections 230 to 237 of the Companies Act, 2013, which has an accounting impact on
current financial year/reporting period.

x) As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the
amended rules, the Companies are required to maintain back-up on daily basis of such books of account and other relevant books and papers maintained in
electronic mode that should be accessible in India at all the time. The Company does not maintain backup on Indian servers at present.

xi) The Group did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

43B Title deeds of immovable properties are held in name of the Group except:
Factory buildings and other buildings transferred to the Group as part of demerger, which are in the process of being registered in the name of the Group.

Relevant line item Description of item Gross carrying Title deeds held in Whether title deed Property held since Reason for not being
in the Balance of property value the name of holder is a promoter, which date held in the name of
sheet director or relative of the Group
promoter/director or
employee of
promoter/director

Leasehold land Land 98.82 Tenneco Exhaust No 2018 There was a name
India Private change from Tenneco
Limited Exhaust India Pvt Ltd to
Tenneco Automotive
India Pvt Ltd and from
Tenneco Automotive to
Tenneco Clean Air India
Pvt Ltd. Hence, the
property is in the name
of the earliest company.

(This space has been intentionally left blank)

479
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

44 Statutory Group Information

Net Assets, i.e., total assets minus Share in other Comprehensive Share in total Comprehensive
Share in profit and loss
total liabilities income income

Name of the entity in the Group As % of


As % of As % of As % of total
consolidated other
consolidated net Amount consolidated Amount Amount comprehensive Amount
comprehensive
assets profit and loss income
income
Parent
Tenneco Clean Air India Limited
Balance as at June 30, 2025 361.59% 58,140.09 55.39% 1,120.20 2.13% (0.19) 55.63% 1,120.01
Balance as at June 30, 2024 32.14% 3,237.29 52.97% 796.14 104.13% 9.32 53.27% 805.46
Balance as at March 31, 2025 364.29% 58,736.69 64.97% 3,060.80 18.61% (7.36) 65.36% 3,053.44
Balance as at March 31, 2024 34.14% 3,349.89 58.42% 2,435.05 217.94% (17.74) 58.11% 2,417.31
Balance as at March 31, 2023 36.28% 4,388.22 49.81% 1,898.10 -53.73% 0.86 49.85% 1,898.96
Subsidiaries
1 Federal-Mogul Ignition Products India Limited
Balance as at June 30, 2025 5.75% 923.86 4.72% 95.43 14.32% (1.28) 4.68% 94.15
Balance as at June 30, 2024 10.30% 1,038.07 4.76% 71.55 6.03% 0.54 4.77% 72.09
Balance as at March 31, 2025 5.15% 829.69 4.16% 196.01 5.59% (2.21) 4.15% 193.80
Balance as at March 31, 2024 11.97% 1,174.45 3.35% 139.53 4.67% (0.38) 3.35% 139.15
Balance as at March 31, 2023 8.56% 1,035.31 3.51% 133.72 -54.98% 0.88 3.53% 134.60

2 Federal Mogul Sealings India Limited


Balance as at June 30, 2025 1.26% 203.24 1.17% 23.63 22.04% (1.97) 1.08% 21.66
Balance as at June 30, 2024 1.25% 125.72 2.40% 36.01 4.80% 0.43 2.41% 36.44
Balance as at March 31, 2025 1.13% 181.58 1.98% 93.18 2.18% (0.86) 1.98% 92.32
Balance as at March 31, 2024 0.91% 89.25 0.07% 2.84 16.83% (1.37) 0.04% 1.47
Balance as at March 31, 2023 0.73% 87.78 -0.32% (12.14) 108.38% (1.73) -0.36% (13.88)

3 Federal Mogul Bearings India Limited


Balance as at June 30, 2025 5.84% 939.12 2.44% 49.30 -14.43% 1.29 2.51% 50.59
Balance as at June 30, 2024 7.34% 739.24 4.50% 67.64 19.11% 1.71 4.59% 69.35
Balance as at March 31, 2025 5.51% 888.54 4.61% 217.33 -3.31% 1.31 4.68% 218.64
Balance as at March 31, 2024 6.83% 669.90 3.84% 159.92 5.90% (0.48) 3.83% 159.44
Balance as at March 31, 2023 6.97% 842.46 4.16% 158.41 238.39% (3.82) 4.06% 154.59

4 Tenneco Automotive India Private Limited


Balance as at June 30, 2025 66.01% 10,614.24 36.28% 733.72 75.95% (6.79) 36.11% 726.93
Balance as at June 30, 2024 48.97% 4,933.47 35.38% 531.75 -34.08% (3.05) 34.97% 528.70
Balance as at March 31, 2025 63.44% 10,228.72 146.00% 6,878.58 76.93% (30.42) 146.58% 6,848.16
Balance as at March 31, 2024 46.16% 4,529.97 34.32% 1,430.54 -145.33% 11.83 34.67% 1,442.37
Balance as at March 31, 2023 47.47% 5,740.76 42.84% 1,632.70 -138.07% 2.21 42.92% 1,634.91

480
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
CIN No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

44 Statutory Group Information

Net Assets, i.e., total assets minus Share in other Comprehensive Share in total Comprehensive
Share in profit and loss
total liabilities income income

Name of the entity in the Group As % of


As % of As % of As % of total
consolidated other
consolidated net Amount consolidated Amount Amount comprehensive Amount
comprehensive
assets profit and loss income
income
Non-controlling interests in all subsidiaries

Balance as at June 30, 2025 0.16% 26.48 0.13% 2.70 2.13% (0.19) 0.12% 2.51
Balance as at June 30, 2024 0.17% 17.37 0.27% 4.07 0.56% 0.05 0.27% 4.12
Balance as at March 31, 2025 0.15% 23.97 0.23% 10.80 0.20% (0.08) 0.23% 10.72
Balance as at March 31, 2024 0.14% 13.25 0.03% 1.29 1.72% (0.14) 0.03% 1.15
Balance as at March 31, 2023 0.12% 14.19 -0.01% (0.36) 13.74% (0.22) -0.02% (0.58)

Inter-company elimination and consolidation Adjustments

Balance as at June 30, 2025 -340.62% (54,768.04) -0.13% (2.70) -2.13% 0.19 -0.12% (2.51)
Balance as at June 30, 2024 -0.17% (17.37) -0.27% (4.07) -0.56% (0.05) -0.27% (4.12)
Balance as at March 31, 2025 -339.66% (54,765.53) -121.95% (5,745.31) -0.20% 0.08 -122.98% (5,745.23)
Balance as at March 31, 2024 -0.14% (13.25) -0.03% (1.29) -1.72% 0.14 -0.03% (1.15)
Balance as at March 31, 2023 -0.12% (14.19) 0.01% 0.36 -13.74% 0.22 0.02% 0.58

Total
Balance as at June 30, 2025 100% 16,078.99 100% 2,022.27 100% (8.94) 100% 2,013.33
Balance as at June 30, 2024 100% 10,073.79 100% 1,503.09 100% 8.95 100% 1,512.04
Balance as at March 31, 2025 100% 16,123.66 100% 4,711.39 100% (39.54) 100% 4,671.85
Balance as at March 31, 2024 100% 9,813.46 100% 4,167.88 100% (8.14) 100% 4,159.74
Balance as at March 31, 2023 100% 12,094.53 100% 3,810.78 100% (1.60) 100% 3,809.19

481
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
Corporate Identification No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

45 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post- employment benefits received Presidential assent in
September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Group
will assess the impact of the Code when it comes into effect and will record any related impact after the Code becomes effective.

46 Capital reduction
(a) Board of directors of Group at its meeting held on 14 October 2019 have approved the Scheme of Reduction of Capital pursuant to the provision of Section 66 of
the Companies Act, 2013. The said scheme has been approved by shareholder of the Group in its extra ordinary general meeting on 16 October 2019. The reduction
in share capital of the Group has been approved by the Hon’ble National Group Law Tribunal, Chennai vide order dated 20 April 2021. Pursuant to the said order, the
paid up share capital of the Group is reduced from Rs. 7,777.1 million divided into 777,713,120 equity shares of Rs. 10/- each to Rs. 3,134.1 million divided into
313,406,120 equity shares of Rs. 10/- each in the previous year. The resultant surplus of Rs. 4,643 Million is adjusted against Capital Reserve Account.

(b) Board of directors of Group at its meeting held on 07 June 2022 have approved the Scheme of Reduction of Capital pursuant to the provision of Section 66 of the
Companies Act, 2013. The said scheme has been approved by shareholder of the Group in its extra ordinary general meeting on 08 June 2022. The reduction in
share capital of the Group has been approved by the Hon’ble National Group Law Tribunal, Chennai vide order dated 23 November 2023. Pursuant to the said order,
the paid up share capital of the Group is reduced from Rs. 3,134.1 million divided into 313,406,120 equity shares of Rs. 10/- each to Rs. 2,140.9 million divided into
214,088,829 equity shares of Rs. 10/- each in the previous year. The 99,317,291 equity shares have been reduced at a premium of Rs. 2 per share. The total outlay
of Rs. 1,191.8 million is adjusted against Capital Reserve Account of Rs. 342.2 million and Rs. 849.6 million is returned to shareholders.

47 Dividend paid during the year/period:


Company Name Year Rs. (In Million) Per Equity share
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited) Period ended
30 June 2025 1,716.61 4.25
Period ended
30 June 2024 918.01 4.29
2025 2,404.43 5.96

2024 2,606.00 12.17


2023 1,558.50 4.97

Period ended 341.40 3,414.00


Tenneco Automotive India Private Limited 30 June 2025
Period ended 125.21 1,252.10
30 June 2024
2025 1,149.41 11,494.10
2024 2,653.20 26,532.00
2023 1,245.80 12,458.00

Period ended 208.50 4.87


Federal-Mogul Ignition Products India Limited 30 June 2024
2025 538.57 12.59

Federal Mogul Bearings India Limited 2024 332.00 37.83

48 As at 30 June 2025, the Group has an outstanding payable for import of goods and services for a period exceeding six month from date of shipment amounting to
Rs.27.29 Million (subsequently paid Rs.3.43 million) (30 June 2024: Rs.28.90 million; 31 March 2025: Rs.30.18 million; 31 March 2024: Rs. 43.24 million; 31 March
2023: Rs.12.81 million) which exceeds the permissible time frame stipulated by Reserve Bank of India ('RBI') Master Direction No.17/2016-17, Import of Goods and
services issued by the RBI dated 01 January 2016 (amended from time to time).
As at 30 June 2025, the Group has an outstanding receivable for export of goods and services for a period exceeding nine month from the date of shipment of goods
or the date of invoice, whichever is later amounting to Rs.34.48 million (subsequently received Nil) (30 June 2024: Rs.9.59 million; 31 March 2025: Rs.35.93 million;
31 March 2024: Rs. 65.67 million; 31 March 2023: Rs.7.44 million ) which exceeds the permissible time frame stipulated by Reserve Bank of India ('RBI') Master
Circular No.10/2011-12, Export of Goods and services issued by the RBI dated 01 July 2011 (amended from time to time).
As per the assessment performed by the Group, the consequential impact of this matter, including the liability for penal charges, if any, on the financial statements is
presently not expected to be material and therefore no provision made in financial statements.

49 Group had applied for unilateral APA application for a period of 5 years (F.Y.2023-24 to 2027-28) and for 3 rollback years (F.Y.2020-21 to 2022-23) regarding
payment of royalty (Technology and Trademark) and payment of management support charges. Group is making payment at the specified rate as per the agreement
during the year. However, the Group is in the process to withdraw the APA application.

50 The accounting software used for maintaining its books of account of the Group for the year ended 31 March 2025 and 31 March 2024 has a feature of recording
audit trail (edit log) facility and the same has been operated throughout the year, except that, the audit trail feature was not enabled at the database level for the
accounting software to log any direct data changes. The management has not come across any instance of the audit trail feature being tampered with in respect of
the accounting software for the period for which the audit trail feature was operating and the audit trail was preserved as per the statutory requirement for record
retention.

51 Management Notes
(i) Tenneco Automotive India Private Limited (TAIPL) received certain whistleblower complaints during the previous period and the current period, including subsequent
to the period end, alleging certain financial irregularities and ethical concerns. Based on the available information and facts, including preliminary assessment,
management of TAIPL has not identified any matters that would require adjustments to the amounts reported in its standalone financial statements. Furthermore,
management of TAIPL has engaged an independent third-party forensic specialist to investigate the whistleblower complaints received. As of the reporting date, the
investigations for certain complaints have been completed, and no material financial impact has been identified. Investigations into other matters are ongoing, and
management of TAIPL remains confident that these matters are not expected to have a material impact on its standalone financial statements. Consequently, no
adjustment is required to be made to its standalone financial statements for the period ended 30 June 2025. Management of TAIPL will take appropriate actions
based on the findings of the final investigation.

482
Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)
Corporate Identification No. : U29308TN2018FTC126510
Notes to Restated Consolidated Financial Information
(All amounts in INR Millions, unless otherwise stated)

(ii) The Board of Directors of Federal-Mogul Ignition Products India Limited (FMIPL) engaged an independent firm to assist them for investigating the allegations (other
than frivolous allegations from an anonymous source) involving misconduct of certain employees. Basis the investigation and Board’s evaluation on all such matters,
the management of FMIPL has determined the impact of Rs. 0.76 million which is insignificant and has been recognized in the books of account. The management of
FMIPL had taken appropriate action involving termination of an employee and a vendor involved in such matter. The Board concluded that no further adjustment
required in the financial statements as at and for the year ended 31 March 2024 in respect of all these matters.

The Company did not have an appropriate Entity Level Control with reference to financial statements for timely communication of whistle-blower complaints, received
by Tenneco LLC pursuant to the policy implemented by Tenneco LLC along with outcome of investigations completed, to the Board of Directors; which could lead to
risk of undetected fraud and consequential implications on financial statements, not implementing remedial action in timely manner to prevent further occurrences,
delay in preparation of financial statements and consequential non-compliance with regulatory requirements.

(iii) FMIPL has filed tax audit report for the year 2023-24 based on Management accounts, as the Statutory Audit of FMIPL for FY 2023-24 under Companies Act, 2013
was yet to be finalized till the due date of tax audit i.e. 30 November 2024, therefore, for the purpose of filing of Tax Audit Report (TAR) under section 44AB of
Income Tax Act, 1961, Form 3CA could not be filed as the same can be filed only if statutory audit of FMIPL has been completed. However FMIPL has filed tax audit
report for FY 2023-24 along with Form 3CB along with the management account and required disclosure was also given in for 3CB filed on tax portal.

(iv) During the year ended 31 March 2024, after ascertainment of applicability, Federal Mogul Sealings India Limited (FMSIL) could not comply with the provisions of
Section 149 as only one Independent Director was appointed in the Board Meeting held on 31st January, 2024 and under Section 177 of the Companies Act, 2013
read with Companies (Appointment and Qualification of Directors) Rules, 2014 the Audit Committee could not be constituted.
This resulted in FMSIL not having an Audit Committee constituted during the year from April 1, 2023 to March 31, 2024 in accordance with the provisions of the
Companies Act, 2013. However, FMSIL appointed the remaining independent director and constituted the Audit Committee in the Board Meeting held on 18 June,
2024.
The monetary penalty, if any, is not expected to be material in relation to the above.

52 Rounding off
Amounts mentioned as "0" in the financial statements denote amounts rounded off being less than INR Ten thousand.

For and on behalf of the Board of Directors


Tenneco Clean Air India Limited (Formerly known as Tenneco Clean Air India Private Limited)

Mahender Chhabra Arvind Chandrasekharan Manavendra Singh Sial


Chief Financial Officer Director Director
DIN: 08721916 DIN: 11095791
Place: Mumbai Place: Mumbai Place: California USA

Roopali Singh
Company Secretary
Membership No.: ACS15006

Place: Gurugram
Date: 16 October 2025

483
OTHER FINANCIAL INFORMATION

The audited standalone financial statements of our Company and our Material Subsidiaries as at and for the
Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023, together with all annexures,
schedules and notes thereto (“Audited Financial Statements”) are available on our website at
www.tennecoindia.com. Our Company is providing a link to this website solely to comply with the requirements
specified in the SEBI ICDR Regulations. The Audited Financial Statements or any other information on such
website does not constitute, (i) a part of this Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a
prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer
or an offer document or recommendation or solicitation to purchase or sell any securities under the Companies
Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere in the world. The Audited
Financial Statements should not be considered as part of information that any investor should consider when
subscribing for or purchasing any securities of our Company and should not be relied upon or used as a basis for
any investment decision. None of our Company or any of its advisors, nor BRLMs or the Promoter Selling
Shareholder nor any of their respective employees, directors, affiliates, agents or representatives accept any
liability whatsoever for any loss, direct or indirect, arising from reliance placed on any information presented or
contained in the Audited Financial Statements, or the opinions expressed therein.

The accounting ratios derived from the Restated Consolidated Financial Information as required under Clause 11
of Part A of Schedule VI of the SEBI ICDR Regulations are given below:

Particulars As at and for the As at and for the As at and for As at and for As at and for
three months three months Financial Year Financial Year Financial Year
period ended June period ended June ended March 31, ended March 31, ended March 31,
30, 2025 30, 2024 2025 2024 2023
Restated earnings - -
per equity share
- Basic earnings 4.16* 3.71* 13.68 8.90 7.58
per share (in ₹)(1)
- Diluted earnings 4.16* 3.71* 13.68 8.90 7.58
per share (in ₹)(1)
Return On Net 13.42%* 13.31%* 46.65% 33.40% 28.75%
Worth (%)(2)
Net Asset Value 30.98 28.30 31.10 27.67 27.42
Per Equity Share
(in ₹)(3)
EBITDA (₹ in 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34
million)(4)
*Not annualized
Notes:
(1)
Basic and Diluted earnings per share (₹) = Basic and Diluted EPS is calculated by dividing Restated Profit for the year attributable to
owners of the Company (i.e., our Promoters) by the weighted average number of equity shares for calculating basic and diluted EPS.
The weighted average number of equity shares for three months period ended June 30, 2025, three months period ended June 30, 2024,
and Fiscal 2025, 2024 and 2023 was 403.60 million, 403.60 million, 403.60 million, 467.92 million and 502.92 million respectively.
Basic and Diluted EPS for the periods ended June 30, 2025 and June 30, 2024 are not annualised.
(2)
Return on Net Worth (%) = Restated profit for the year divided by average net worth of our Company. Average Net worth is computed
as average of opening and closing Net Worth.
(3)
Net Asset Value per share is calculated by dividing net worth as at the end of the period/Fiscal by the number of equity shares as at the
end of the period/Fiscal.
(4)
EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as restated profit for the year plus total
tax expense, finance cost, depreciation and amortization expense minus other income.

For a reconciliation of non-GAAP measures, see “Management’s Discussion and Analysis of our Results of
Operations – Non-GAAP Financial Measures” on page 509.

Non-GAAP Financial Measures

In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures
are useful to investors in evaluating our operating performance. We use the following Non-GAAP financial
information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe
that Non-GAAP financial information, when taken collectively with financial measures prepared in accordance
with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating
our ongoing operating results and trends and in comparing our financial results with other companies in our
industry because it provides consistency and comparability with past financial performance. However, our

484
management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures
determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as
an analytical tool and should not be considered in isolation or as a substitute for financial information presented
in accordance with Ind AS. Non-GAAP financial information may be different from similarly titled Non-GAAP
measures used by other companies. The principal limitation of these Non-GAAP financial measures is that they
exclude significant expenses and income that are required by Ind AS to be recorded in our financial statements,
as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of
judgement by management about which expenses and income are excluded or included in determining these Non-
GAAP financial measures. Investors are encouraged to review the related Ind AS financial measures and the
reconciliation of Non-GAAP financial measures to their most directly identifiable Ind AS financial measures
included below and to not rely on any single financial measure to evaluate our business.

Reconciliation of Non-GAAP Measures

Reconciliation for the various non-GAAP Measures included in this Red Herring Prospectus are given below:
Three months ended June 30, Fiscal
Particulars Units 2025* 2024* 2025 2024 2023
VAR(1) ₹ million 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00
EBITDA(2) ₹ million 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34
EBITDA Margin % 17.80% 16.76% 16.67% 11.19% 11.82%
(%) (Basis
Revenue from
Operations)(3)
EBITDA Margin 19.62% 19.63% 18.61% 14.34% 14.62%
(%) (Basis VAR)
(4) %
PAT Margin (%) % 13.07% 11.83% 11.31% 7.62% 7.89%
(Basis Revenue
from Operations)(5)
PAT Margin (%) % 14.41% 13.85% 12.63% 9.76% 9.77%
(Basis VAR)(6)
Adjusted PAT(7) ₹ million 1,452.97 1,388.97 5,221.84 3,642.08 3,363.25
Adjusted PAT % 11.30% 10.93% 10.68% 6.66% 6.97%
Margin (%) (Basis
Revenue from
Operations)(8)
Adjusted PAT 12.46% 12.80% 11.92% 8.53% 8.62%
Margin (%) (Basis
VAR)(9) %
ROCE(10) % 16.29% 16.59% 56.78% 45.40% 33.51%
FCF / EBITDA(11) % 114.22% 54.81% 61.04% 63.75% 83.08%
Cash Conversion Days (23) (21) (24) (18) (10)
Cycle(12)
ROE(13) % 10.44% 15.12% 42.65% 38.05% 32.88%
Adjusted ROE(14) % 10.65% 13.97% 49.68% 33.25% 29.02%
Net Debt(15) ₹ million (3,475.69) (1,683.52) (2,662.06) (1,679.77) (3,802.26)
Net Debt to Equity Number (0.22) (0.17) (0.17) (0.17) (0.31)
Ratio (16) of times
Net Debt to Number (1.52) (0.79) (0.33) (0.27) (0.67)
EBITDA Ratio (17) of times
Fixed Assets Number 2.31 2.12 8.37 9.07 7.76
Turnover Ratio(18) of times
Net Working 1,550.77 923.38 1,778.29 806.30 2,915.34
Capital (19) ₹ million
Net Working Number 11 7 13 5 22
Capital Days (20) of Days
*Not annualized except where specifically mentioned.
Notes:
(1)
Value added Revenue (VAR) means revenue from operations after excluding the cost of substrates.
(2)
EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as restated profit for the period/year
plus total tax expense, finance cost, depreciation and amortization expense minus other income.

485
(3)
EBITDA Margin (%)(Basis Revenue from Operations) is calculated as EBITDA as a percentage of revenue from operations.
(4)
EBITDA Margin (%) (Basis VAR) is calculated as EBITDA as a percentage of VAR.
(5)
PAT Margin (%) or PAT Margin (%) (Basis Revenue from Operations) is calculated as Restated profit for the period/year as a
percentage of Revenue from Operations.
(6)
PAT Margin % (Basis VAR) is calculated as Restated profit for the period/year as a percentage of VAR.
(7)
Refers to Adjusted Restated Profit for the period/Year (“Adjusted PAT”) and is calculated as Restated profit for the period/year less
other income (net of tax).
(8)
Adjusted PAT Margin (%) (Basis Revenue from Operations) is calculated as Adjusted PAT as a percentage of revenue from operations.
(9)
Adjusted PAT Margin (%) (Basis VAR) is calculated as Adjusted PAT as a percentage of VAR.
(10)
Return on Capital Employed is calculated as earnings before interest and taxes (EBIT) as a percentage of Capital Employed. EBIT is
calculated as Restated profit for the period/year plus finance cost plus total tax expense less other income. Capital employed is
calculated as sum of Total Equity, Total Debt (including lease liabilities), Deferred tax liabilities minus Intangible assets, Deferred tax
assets, Capital redemption reserve, Capital Reserve on Business Combination and Capital reserve.
(11)
Free cash flow (“FCF”) / EBITDA is calculated as FCF divided by EBITDA. FCF is calculated as net cash flow from operating
activities less capital expenditure.
(12)
Cash Conversion Cycle is calculated as the sum of Receivable Days and Inventory Days less Payable Days, rounded to the nearest
whole number. Receivable Days is calculated as average trade receivables divided by (revenue from operations divided by 365 for
Fiscals or 91 for three months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Inventory
Days is calculated as average inventories divided by (cost of goods sold divided by 365 for Fiscals or 91 for three months ended June
30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Cost of goods sold comprises Cost of Materials
Consumed, Purchases of Stock in Trade and Changes in inventories of finished goods, semi-finished goods and Stock in trade. Payable
Days is calculated as average trade payables divided by (total purchases divided by 365 for Fiscals or 91 for three months ended June
30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Purchases includes purchase of stock-in-trade, raw
materials and packing materials. Average Trade payable included payables for purchases and vendor bill financing.
(13)
Return on Equity is calculated as restated profit for the period/year divided by Average Equity. Average Equity is calculated as average
of the total equity at the beginning and at the end of the relevant period/fiscal. Total equity refers to the sum of Equity attributable to
owners of Parent and Non-Controlling Interest.
(14)
Adjusted Return on Equity (“Adjusted ROE”) is calculated as Adjusted PAT divided by adjusted average equity. Adjusted average
equity is calculated as the average of adjusted closing equity and opening equity. Adjusted closing equity is calculated as closing equity
less exceptional items.
(15)
Net Debt is calculated as Total Debt (including Lease Liabilities) less cash and cash equivalents.
(16)
Net Debt to Equity Ratio is calculated as Net Debt divided by Total Equity.
(17)
Net Debt to EBITDA Ratio is calculated as Net Debt divided by EBITDA.
(18)
Fixed Assets Turnover Ratio is calculated as Revenue from operations divided by Average Net Fixed Assets. Average Net Fixed Assets
is calculated as average of opening and closing balance of Property, Plant and Equipment and Capital work-in-progress as per the
Restated Consolidated Financial Information.
(19)
Net Working Capital is calculated as Current Assets (excluding assets classified as held for sale and receivables related to sale of
investment in Motocare India Private Limited classified under Other financial assets) less Current Liabilities (excluding liabilities
relating to assets held for sale), as per Restated Consolidated Financial Information.
(20)
Net Working Capital Days is calculated as 365 (for Fiscals) or 91 (for three months ended June 30, 2025 and June 30, 2024), multiplied
by Net Working Capital turnover, rounded off to zero decimals. Net working capital turnover is calculated as Net Working Capital
divided by Revenue from Operations.

Value-Added Revenue

The table below sets forth a reconciliation of VAR to revenue from operations.

(₹ in million)
Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Revenue from operations 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Less: Cost of substrates 1,190.85 1,858.48 5,103.09 11,990.05 9,253.68
Value added Revenue or VAR 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00
*Value added Revenue (VAR) means revenue from operations after excluding the cost of substrates.

EBITDA, EBITDA Margin (%) (Basis Revenue from Operations) and EBITDA Margin (%) (Basis VAR)

The following table sets forth a reconciliation of EBITDA, EBITDA Margin (%) (Basis Revenue from Operations)
and EBITDA Margin (%) (Basis VAR)

(₹ in million except percentages)


Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Restated profit for the period/year 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
Add: Finance cost 70.96 47.80 202.66 251.63 215.58
Add: Depreciation and amortization 253.74 249.78 1,031.72 1,035.93 1,009.19

486
Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
expense
Add: Total tax expense 591.31 478.99 1,796.73 1,363.18 1,267.02
Less: Other income 308.09 150.47 410.15 697.76 595.88
EBITDA (A) 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34
Revenue from operations (B) 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
EBITDA Margin (%) (Basis 17.80% 16.76% 16.67% 11.19% 11.82%
Revenue from Operations) =
(A)/(B) *100
VAR (C) 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00
EBITDA Margin (%) (Basis VAR) 19.62% 19.63% 18.61% 14.34% 14.62%
= (A)/(C) *100

PAT, PAT Margin (Basis Revenue from Operations) and PAT Margin (Basis Value Added Revenue)

The following table sets forth a reconciliation of PAT Margin to restated profit for the period/year and revenue
from operations.

(₹ in million except percentages)


Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Restated profit for the period/year* 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
(A)
Revenue from operations (B) 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
PAT Margin (%) (Basis Revenue 13.07% 11.83% 11.31% 7.62% 7.89%
from Operations) = (A)/(B) *100
VAR (C) 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00
PAT Margin (%) (Basis Value 14.41% 13.85% 12.63% 9.76% 9.77%
Added Revenue) = (A)/(C)*100
*Also referred to PAT or Profit After Tax

Adjusted PAT, Adjusted PAT Margin (%) (Basis Revenue from Operations) and Adjusted PAT Margin (%)
(Basis VAR)

The following table sets forth a reconciliation of Adjusted PAT and Adjusted PAT Margin to restated profit for
the period/year and revenue from operations.

(₹ in million except percentages)


Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Restated profit for the period/year 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
Less: Other income (net of tax) 227.91 114.11 309.59 525.79 447.18
Adjusted PAT (A) 1,452.97 1,388.97 5,221.84 3,642.08 3,363.25
Revenue from operations (B) 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Adjusted PAT Margin (%) (Basis 11.30% 10.93% 10.68% 6.66% 6.97%
Revenue from Operations) =
(A)/(B)
VAR (C) 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00
Adjusted PAT Margin (%) (Basis 12.46% 12.80% 11.92% 8.53% 8.62%
Value Added Revenue) = (A)/(C)

487
ROCE

The table below sets out a reconciliation of return on capital employed.


(₹ in million except percentages)
Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Total equity 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54
Add: Deferred tax liabilities 3.76 8.46 1.05 10.09 3.87
Add: Total debt (including lease 232.05 158.62 196.92 150.96 312.50
liabilities)
Less: Intangible assets 11.93 17.15 12.81 16.44 17.98
Less: Deferred tax assets 258.04 263.49 218.26 122.97 82.33
Less: Capital Reserve on Business 3,544.28 (1,370.19) 3,544.28 (1,370.19) (1,370.19)
Combination under Common Control

Less: Capital Redemption Reserve 0.65 0.65 0.65 0.65 0.65

Less: Capital Reserve 3.84 3.84 3.84 3.84 (338.33)

Capital employed (A) 12,496.07 11,325.92 12,541.80 11,200.81 14,018.47


Restated profit for the period/year 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
Add: Finance cost 70.96 47.80 202.66 251.63 215.58
Add: Total tax expense 591.31 478.99 1,796.73 1,363.18 1,267.02
Less: Other income 308.09 150.47 410.15 697.76 595.88
EBIT (B) 2,035.06 1,879.40 7,120.67 5,084.92 4,697.15
ROCE = (B)/(A) 16.29%* 16.59%* 56.78% 45.40% 33.51%
* Not annualized

FCF / EBITDA ratio

The following table sets forth a reconciliation of free cash flow / EBITDA ratio for the periods indicated.

(₹ in million except percentages)


Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Net cash inflow from operating 2,656.80 1,303.58 5,623.86 4,876.73 5,375.04
activities
Less: Purchase of property, plant and 42.44 136.65 647.81 974.93 633.93
equipment, including capital work in
progress and capital advances
FCF (A) 2,614.36 1,166.93 4,976.05 3,901.80 4,741.11
EBITDA (B) 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34
FCF / EBITDA = (A)/(B) 114.22% 54.81% 61.04% 63.75% 83.08%

Cash Conversion Cycle

The following table sets forth an analysis of our cash conversion cycle.

(₹ in million except percentages)


Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Revenue from operations (A) 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Average trade receivables (B) 6,383.96 5,647.42 6,234.97 5,614.72 5,517.93
Cost of goods sold (C) 8,253.90 8,510.48 32,211.67 38,924.99 34,383.88
Average inventories (D) 2,897.79 3,182.30 3,035.36 3,621.13 3,598.38
Total purchases (E) 8,485.73 8,270.03 31,664.15 38,289.34 35,114.34
Average trade payables (F) 9,311.71 8,606.80 9,070.32 9,336.91 8,703.02

488
Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Days Sales outstanding or 45 40 47 37 42
Receivable Days (G) = (B)/((A)/365
for Fiscals or 91 for the three
months ended June 30 (as
applicable))
Days Inventory Outstanding or 32 34 34 34 38
Inventory Days (H) = (D)/((C)/365
for Fiscals or 91 for the three
months ended June 30 (as
applicable))
Days Payable Outstanding or 100 95 105 89 90
Payable Days (I) = (F)/((E)/365 for
Fiscals or 91 for the three months
ended June 30 (as applicable))
Cash Conversion Cycle = (G) + (23) (21) (24) (18) (10)
(H) – (I)

ROE

The table below sets forth an analysis of return on equity.


(₹ in million except percentages)
Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Closing Equity (A) 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54
Opening Equity (B) 16,123.67 9,813.47 9,813.47 12,094.54 11,083.72
Average Equity (C) = ((A)+(B))/2 16,101.34 9,943.63 12,968.57 10,954.01 11,589.13
Restated Profit for the period/year 1,680.88 1,503.08
(D) 5,531.43 4,167.87 3,810.43
ROE = (D)/C) 10.44%* 15.12%* 42.65% 38.05% 32.88%
* Not annualized

Adjusted ROE

The table below sets forth an analysis of adjusted return on equity.


(₹ in million except percentages)
Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Closing Equity (A) 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54
Opening Equity (B) 16,123.67 9,813.47 9,813.47 12,094.54 11,083.72
Average Equity (C) = ((A)+(B))/2 16,101.34 9,943.63 12,968.57 10,954.01 11,589.13
Restated Profit for the 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
period/year (D)
ROE = (D)/C) 10.44%* 15.12%* 42.65% 38.05% 32.88%
Exceptional item(1) (E) 4,914.47 - 4,914.47 - -
Adjusted closing equity (F) = (A)- 11,164.53 10,073.78 11,209.20 9,813.47 12,094.54
(E)
Adjusted average equity (G) = 13,644.10 9,943.63 10,954.01 11,589.13
((B)+(F))/2 10,511.34
Adjusted PAT (H) 1,452.97 1,388.97 5,221.84 3,642.08 3,363.25
Adjusted ROE = (H)/(G) 10.65%* 13.97%* 49.68% 33.25% 29.02%
(1) Exceptional item includes gain on sale of Motocare recorded in Other equity - Adjustment for sale of investment by
subsidiary.
* Not annualized

489
Net Debt, Net Debt to Equity Ratio and Net Debt to EBITDA Ratio

The table below sets forth an analysis of Net Debt, Net Debt to Equity Ratio and Net Debt to EBITDA Ratio.

(₹ in million except percentages)


Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Total Debt (including lease 232.05 158.62
liabilities) 196.92 150.96 312.50
Less: Cash and cash equivalents 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76
Net Debt (A) (3,475.69) (1,683.52) (2,662.06) (1,679.77) (3,802.26)
Total equity (B) 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54
EBITDA (C) 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34
Net Debt to Equity Ratio = (A)/(B) (0.22) (0.17) (0.17) (0.17) (0.31)
Net Debt to EBITDA Ratio (1.52) (0.79) (0.33) (0.27)
(0.67)
=(A)/(C)

Net Worth and Return on Net Worth (RoNW)

The table below sets forth an analysis of Net Worth and Return on Net Worth

(₹ in million except percentages)


Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Total Equity 16,079.00 10,073.78 16,123.67 9,813.47 12,094.54
Less: Capital Reserve 3.84 3.84 3.84 3.84 (338.33)
Less: Capital Reserve on Business 3,544.28 (1,370.19) 3,544.28 (1,370.19) (1,370.19)
Combination under Common Control
Less: Capital Redemption Reserve 0.65 0.65 0.65 0.65 0.65
Less: NCI 26.48 17.37 23.97 13.25 14.19
Closing Net Worth (A) 12,503.75 11,422.11 12,550.93 11,165.92 13,788.22
Opening Net Worth (B) 12,550.93 11,165.92 11,165.92 13,788.22 12,721.42
Average Net Worth (C) = (A+B)/2 12,527.34 11,294.02 11,858.43 12,477.07 13,254.82
Restated profit for the period/year 1,680.88 1,503.08 5,531.43 4,167.87 3,810.43
(D)
Return on Net Worth = (D)/(C) 13.42%* 13.31%* 46.65% 33.40% 28.75%
* Not annualized

Fixed Assets Turnover Ratio

The table below sets forth an analysis of Fixed Assets Turnover Ratio.

(₹ in million except percentages)


Particulars Three months period ended Fiscal
June 30,
2025 2024 2025 2024 2023
Revenue from operations (A) 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Property, plant and equipment (B) 5,168.30 5,560.22 5,348.37 5,653.54 5,849.62
Capital work in progress (C) 324.80 390.74 310.67 366.18 184.84
Closing Net Fixed Assets (D) = 5,493.10 5,950.96
(B)+(C) 5,659.04 6,019.72 6,034.46
Opening Net Fixed Assets (E) 5,659.04 6,019.72 6,019.72 6,034.46 6,407.23
Average Net Fixed Assets (F) 5,576.07 5,985.34 5,839.38 6,027.09 6,220.85
Fixed Assets Turnover Ratio (A)/(F) 2.31* 2.12* 8.37 9.07 7.76
* Not annualized

490
Net Working Capital and Net Working Capital Days

The table below sets forth an analysis of Net Working Capital and Net Working Capital Days.

(₹ in million, except number of days)


Particulars Three months period ended June Fiscal
30,
2025 2024 2025 2024 2023
Current Assets excluding assets
classified as held for sale 22,486.74 11,343.89 13,271.24 11,835.63 14,616.33
Less: Current Liabilities excluding
liabilities relating to assets held for
sale 12,365.81 10,420.51 11,492.95 11,029.33 11,700.99
Less: Receivables related to sale of
Motocare business (included in other
receivables)* 8,570.16 - - - -
Net Working Capital (A) 1,550.77 923.38 1,778.29 806.30 2,915.34
Revenue from Operations (B) 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
Net Working Capital turnover
(C)=(A)/(B) 0.12 0.07 0.04 0.01 0.06
Net Working Capital Days
(C*365 for Fiscals or 91 for the
three months ended June 30, 2025
and June 30, 2024 (as applicable)) 11 7 13 5 22
*Receivables pertaining to the sale of the Motocare business were classified as non-current assets as of March 31, 2025. Following the receipt
of full consideration—including interest—during the financial year 2025–26, these receivables have been reclassified as current assets in the
financial statements for the quarter ended June 30, 2025. Given that this is a one-time transaction and not part of the ordinary course of
business, it has been excluded from the computation of Net Working Capital.

Related Party Transactions

For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e.,
Ind AS 24 -Related Party Disclosures, read with the SEBI ICDR Regulations for the three months period ended
June 30, 2025 and June 30, 2024 and the Financial Years ended March 31, 2025, March 31, 2024, and March 31,
2023 and as reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial
Information – Note 28 – Related Party Disclosures” on page 446.

491
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion is intended to convey the management’s perspective on our financial condition and
results of operations for the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023. Unless
otherwise stated, the financial information in this section has been derived from the Restated Consolidated
Financial Information.

Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal 2025”, “Fiscal 2024” and
“Fiscal 2023”, are to the 12-month period ended March 31 of the relevant year. The financial information for
the three month periods ended June 30, 2025 and 2024 should not be taken as an indication of the expected
financial condition or results of operations of our Company for the relevant full Fiscal, and are not comparable
with the financial information for Fiscals 2025, 2024 and 2023.

Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with
which prospective investors may be familiar. Please also see “Risk Factors — External Risk Factors —
Significant differences exist between Ind AS used to prepare our financial information and other accounting
principles, such as IFRS and U.S. GAAP, with which investors may be more familiar” on page 121. We have
presented reconciliations of certain Non-GAAP Measures in “Other Financial Information” beginning on page
484. This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking statements as a result of certain
factors, such as the risks set forth in the chapters entitled “Risk Factors” and “Forward-Looking Statements”
beginning on pages 59 and 58, respectively.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Industry assessment for Clean Air systems, Ignition systems, Bearings, Sealings, Shock Absorbers & Struts
and Aftermarket for Ignition, Bearings, Sealings and Shock Absorbers & Struts” dated October 2025 (the
“CRISIL Report”) prepared and issued by CRISIL Market Intelligence & Analytics, a division of CRISIL Limited
(“CRISIL”), which has been commissioned by and paid for by our Company exclusively in connection with the
Offer for the purposes of confirming our understanding of the industry in which we operate. The data included
herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of
presentation. The CRISIL Report forms a part of the material documents for inspection and a copy of the CRISIL
Report is available on the website of our Company at www.tennecoindia.com/industry-report/ from the date of
filing of this Red Herring Prospectus until the Bid/Offer Closing Date. CRISIL is an independent agency and is
not a related party of our Company, our Subsidiaries, Directors, Promoters, Key Managerial Personnel, Senior
Management or the Book Running Lead Managers. Unless otherwise indicated, operational, industry and other
related information included herein with respect to any particular year refers to such information for the relevant
financial year. For further details, see “Risk Factors—Internal Risk Factors—This Red Herring Prospectus
contains information from an industry report, prepared by an independent third-party research agency,
CRISIL, which we have commissioned and paid for purposes of confirming our understanding of the industry
exclusively in connect with the Offer and reliance on such information for making an investment decision in
the Offer is subject to certain inherent risks.” on page 114.

Unless otherwise stated, references to “Tenneco India”, “we”, “us”, or “our” are to our Company and its
Subsidiaries. Unless the context otherwise requires, references to “our Company” or “the Company” refer to
Tenneco Clean Air India Limited on a standalone basis.

Overview

We are part of the Tenneco Group, a U.S. headquartered key global Tier I automotive component supplier (Source:
CRISIL Report). Tenneco Group generated US$16,777 million in revenue in the year ended December 31, 2024.
Our first manufacturing plant in India was established in 1979 at Parwanoo. We manufacture and supply critical,
highly engineered and technology intensive clean air, powertrain and suspension solutions tailored for Indian
OEMs and export markets. Our customer base spans across OEMs who use our products in: (i) passenger vehicles
(“PVs”), (ii) commercial vehicles (“CVs”), which comprises commercial trucks (“CTs”) and off-highway
vehicles (“OHs”), and (iii) industrial and other applications, which comprises generator sets, small commercial
vehicles with gross vehicle weight of less than 3.5 tons, two wheelers and three wheelers (“Industrial/Others”).
We also sell to the aftermarket primarily through Motocare India Private Limited (“Motocare”), a subsidiary of
Tenneco LLC and our Group Company.

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We are well-positioned in each of our product offerings:

• We are the largest supplier of Clean Air Solutions to Indian CT OEMs, with a market share of 57%;

• We are the largest supplier of Clean Air Solutions to Indian OH OEMs (excluding tractors), with a market
share of 68%;

• We are among the top four suppliers of Clean Air Solutions to Indian PV OEMs, with a market share of
19%; and

• We are the largest supplier of shock absorbers and struts to Indian PV OEMs, with a market share of
52%

(each in terms of value (revenue) in Fiscal 2025) (Source: CRISIL Report).

We benefit from: (i) our long-standing partnerships with the top Indian OEMs as identified in the CRISIL Report
across end markets, (ii) our ability to leverage Tenneco Group’s global R&D for proprietary, modular and bespoke
solutions, (iii) our ability to engineer end-to-end solutions in India, (iv) our ability to leverage an efficient, flexible
and quality focused manufacturing model in India, and (v) manufacturing capacity with shared and reusable assets
across facilities and regions.

As of June 30, 2025, we have 12 manufacturing facilities, comprising seven Clean Air & Powertrain Solutions
facilities and five Advanced Ride Technology facilities, across seven states and one union territory in India. In
the three months ended June 30, 2025 and Fiscal 2025, we served 101 and 119 customers, respectively, including
all top seven PV OEMs in India and all top five CT OEMs in India (ranking of OEMs determined based on sales
volume in Fiscal 2025) (Source: CRISIL Report). We operate two R&D technical centers in India equipped to
address both global and local customer needs

Our Business Model

Income

Revenue from operations

We primarily earn revenue from the manufacture and sale of automotive components under two business
divisions:

• The Clean Air & Powertrain Solutions division comprises:

o (i) Clean Air Solutions, where we design, manufacture and sell exhaust aftertreatment systems,
such as catalytic converters, mufflers and exhaust pipes to OEMs (“Clean Air Solutions”); and

o (ii) Powertrain Solutions, where we design, manufacture and sell engine bearings, sealing
systems and ignition products (such as spark plugs and ignition coils) to OEMs and the
aftermarket under the Champion brand (“Powertrain Solutions”).

• The Advanced Ride Technologies division designs, manufactures and sells shock absorbers, struts and
advanced suspension systems under the Monroe brand to OEMs and the aftermarket (“Advanced Ride
Technologies”). These products are used for internal combustion engine (“ICE”) vehicles and hybrid
and electric vehicles (“EVs”).

For our OEM customers, we typically participate in rigorous vendor selection process, which can take from six to
over 18 months, starting from the issuance of a request for quote to the awarding of the program. Program awards
do not include firm volume commitments or long-term supply agreements with our customers. Under the
nomination agreements, our customers provide us only with forecast volume for the program and there is no
commitment on their part to purchase the quantities specified in the volume projections. Such volume projections
are based on several economic and business factors, variables and assumptions.

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In addition to revenue from operations (which primarily comprises revenue generated from the sale of
manufactured goods), we also track value-added revenue (“VAR”). We define VAR as revenue from operations
after excluding the cost of substrates. Substrates are porous ceramic filters coated with a catalyst - typically,
precious metals such as platinum, palladium, and rhodium. We do not manufacture substrates; they are supplied
to us by Tier II suppliers generally at the direction of our OEM customers, and we assemble the substrates into
the final manufactured products that we sell to our OEM customers. They are a necessary component of exhaust
aftertreatment systems for emission control. The need for substrate components grows for more sophisticated
emission control solutions to meet more stringent environmental regulations for on road and off-road vehicles.
These substrates are included in inventory and are “passed through” to the customer at cost, plus a nominal
handling fee. Since we take title to the substrate inventory and have responsibility for both the delivery and quality
of the finished product including the substrates, the revenues and related expenses are recorded at gross amounts.
Substrate costs depend on precious metals prices, which may be volatile. While our OEM customers generally
assume the risk of precious metals price volatility, it affects our reported revenue from operations and dilutes
profitability margins at the revenue from operations level. Hence, we believe VAR is an important metric to
understand our overall business because VAR eliminates the effect of this uncontrollable portion of our revenue
from operations, including the effect of potentially volatile precious metals prices. This volatility is evident in the
table below. In Fiscal 2024, VAR grew by 9.40% compared to Fiscal 2023, whereas revenue from operations
grew by 13.26% due to a 29.57% increase in the cost of substrates. Conversely, in Fiscal 2025, VAR grew by
2.61% compared to Fiscal 2024, whereas revenue from operations declined by 10.56% due to a 57.44% decrease
in the cost of substrates. In the three months ended June 30, 2025, VAR grew by 7.52% compared to the three
months ended June 30, 2024, while revenue from operations grew by 1.17%.

For the three months period


For Fiscal
ended June 30,
2025 2024 2025 2024 2023
Particulars (₹ millions) (₹ millions) (₹ millions) (₹ millions) (₹ millions)
Revenue from operations 12,856.21 12,707.72 48,904.30 54,676.12 48,273.68
VAR 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00

In addition to supplying OEMs, we generate revenue from the aftermarket, a traditionally counter-cyclic revenue
stream. We sell to the aftermarket primarily through Motocare, a subsidiary of Tenneco LLC. Additionally, OEMs
sell some of our products to their dealers for use as spare parts in the aftermarket (original equipment spare parts
(“OES”)). The powertrain industry in particular benefits from a dual-channel demand structure, ensuring stability
and growth across economic cycles (Source: CRISIL Report). When new car sales increase, OEM demand for
powertrain components rises as automakers ramp up production. Conversely, when new car sales decrease,
consumers retain their vehicles longer, driving demand for replacement powertrain products in the OES
aftermarket. This acts as a demand driver when OEM demand/new vehicle sales experience a dip (Source: CRISIL
Report). This revenue structure reduces the impact of downturns in the automotive industry and promotes stability
and resilience in our financial performance.

The table below sets forth our VAR and revenue from operations from sales to the aftermarket for the
periods/Fiscals indicated:

For the three months period ended June 30, 2025 For the three months period ended June 30, 2024
Revenue from % of revenue Revenue from % of revenue
VAR VAR
% of VAR operations(1) from % of VAR operations (₹ from
(₹ millions) (₹ millions)
(₹ millions) operations millions) operations
Motocare India Pvt. 627.79 5.38% 627.79 4.88% 575.72 5.31% 575.72 4.53%
Ltd.
Others 13.52 0.12% 13.52 0.11% 11.91 0.11% 11.91 0.09%

Revenue from 641.31 5.50% 641.31 4.99% 587.63 5.42% 587.63 4.62%
Aftermarket(1)

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Note: (1) Until October 2023, our Advance Ride Technologies division conducted direct sales to the aftermarket. From October 2023 onwards,
we transitioned to selling our aftermarket products directly to Motocare (in addition to other entities in the Tenneco Group), which then sell
them to the aftermarket.

For Fiscal 2025 For Fiscal 2024 For Fiscal 2023


Revenue Revenue
Revenue % of % of % of
VAR VAR from VAR from
% of from revenue % of revenue % of revenue
(₹ (1) (₹ operations (₹ operations
VAR operations from VAR from VAR from
millions) millions) (₹ millions) (₹
(₹ millions) operations operations operations
millions) millions)
Motocare 2,315.97 5.29% 2,315.97 4.74% 1,757.26 4.12% 1,757.26 3.21% 610.37 1.56% 610.37 1.26%
India Pvt. Ltd.
Others 69.08 0.16% 69.08 0.14% 823.39 1.93% 823.39 1.51% 2,066.07 5.30% 2,066.07 4.28%

Revenue from 2,385.05 5.45% 2,385.05 4.88% 2,580.65 6.05% 2,580.65 4.72% 2,676.44 6.86% 2,676.44 5.54%
Aftermarket(1)
Note: (1) Until October 2023, our Advance Ride Technologies division conducted direct sales to the aftermarket. From October 2023 onwards,
we transitioned to selling our aftermarket products directly to Motocare (in addition to other entities in the Tenneco Group), which then sell
them to the aftermarket.

Our VAR increased from ₹39,020.00 million in Fiscal 2023 to ₹43,801.21 million in Fiscal 2025, representing a
CAGR of 5.95%, and increased by 7.52% from ₹10,849.24 million in the three months ended June 30, 2024 to
₹11,665.36 million in the three months ended June 30, 2025. From Fiscal 2023 to Fiscal 2025, domestic PV and
CT sales volume grew at a CAGR of approximately 5.4% and 1.9%, respectively (Source: CRISIL Report).

Other income

Our other income primarily includes interest earned on surplus funds deployed in bank deposits, interest
receivables from related parties, and dividends received from an erstwhile subsidiary (disposed of in March 2025).

Expenses

Our major expenses primarily include (i) cost of materials consumed, (ii) employee benefits expense, (iii)
depreciation and amortisation expense, and (iv) other expenses.

Cost of materials consumed

Our cost of materials consumed constitute a significant portion of our revenue from operations. The table below
sets forth our cost of materials consumed, including as a percentage of our revenue from operations, for the
periods/Fiscals indicated:

For the three months ended June 30, For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount % of Amount % of % of % of
Amount Amount Amount % of
(₹ revenue (₹ revenue revenue revenue
(₹ (₹ (₹ revenue from
millions) from millions) from from from
millions) millions) millions) operations
Particulars operations operations operations operations
Cost of 8,282.29 64.42% 8,474.30 66.69% 31,813.40 65.05% 38,355.04 70.15% 33,968.92 70.37%
materials
consumed
Total 10,892.11 84.72% 10,876.12 85.59% 41,986.29 85.85% 49,842.83 91.16% 43,792.11 90.72%
expenses

For substrates, we generally do not bear any risk on purchase prices, as these are negotiated by our customers and
the prices are taken into account in the prices customers pay for our products. The table below sets forth our cost
of materials consumed excluding cost of substrates, including as a percentage of our VAR, for the periods/Fiscals
indicated.
For the three months ended June 30, For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount (₹ % of Amount (₹ % of Amount Amount Amount
% of % of % of
millions) VAR millions) VAR (₹ (₹ (₹
VAR VAR VAR
Particulars millions) millions) millions)
Cost of 7,091.44 60.79% 6,615.82 60.98% 26,710.31 60.98% 26,364.99 61.76% 24,715.24 63.34%
materials

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For the three months ended June 30, For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount (₹ % of Amount (₹ % of Amount Amount Amount
% of % of % of
millions) VAR millions) VAR (₹ (₹ (₹
VAR VAR VAR
Particulars millions) millions) millions)
consumed
excluding
cost of
substrates
Total 9,701.26 83.16% 9,017.64 83.12% 36,883.20 84.21% 37,852.78 88.68% 34,538.43 88.51%
expenses
excluding
cost of
substrates

We source the majority of parts and materials from suppliers based in India. However, we also import raw
materials and components from several countries including, but not limited to, the USA, Spain, China, Germany,
Republic of Korea, North Macedonia, Belgium, Czech Republic, Italy and Mexico. The tables below set forth the
breakdown of our cost of materials consumed including and excluding substrates from domestic and imported
sources for the periods/Fiscals indicated.

For the three months ended June 30, 2025 For the three months ended June 30, 2024
Cost of % of cost of Cost of materials % of cost of Cost of % of cost of Cost of materials % of cost of materials
materials materials consumed excluding materials materials materials consumed excluding consumed excluding
consumed consumed cost of substrates consumed consumed consumed cost of substrates cost of substrates
(₹ millions) (₹ millions) excluding (₹ millions) (₹ millions)
Particulars cost of substrates
Domestic 6,878.23 83.05% 6,139.13 86.57% 6,240.67 73.64% 5,739.28 86.75%
Imported 1,404.06 16.95% 952.31 13.43% 2,233.63 26.36% 876.54 13.25%

Particulars For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
Cost of % of cost Cost of % of cost Cost of % of cost Cost of % of cost Cost of % of cost Cost of % of cost
materials of materials of materials of materials of materials of materials of
consumed materials consumed materials consumed materials consumed materials consumed materials consumed materials
(₹ consumed excluding consumed (₹ consumed excluding consumed (₹ consumed excluding consumed
millions) cost of excluding millions) cost of excluding millions) cost of excluding
substrates cost of substrates cost of substrates cost of
(₹ substrates (₹ substrates (₹ substrates
millions) millions) millions)
Domestic 26,575.81 83.54% 24,448.19 91.53% 27,004.14 70.41% 24,239.74 91.94% 24,982.43 73.54% 22,853.75 92.47%
Imported 5,237.59 16.46% 2,262.12 8.47% 11,350.90 29.59% 2,125.25 8.06% 8,986.49 26.46% 1,861.49 7.53%

Apart from our own sourcing team developing vendors, we also leverage Tenneco Group’s global purchasing
power to negotiate price and payment terms with suppliers. We have also gradually localized many items by
developing local sources. This helps us shorten lead times and minimize costs.

Employee benefits expense

Our employee benefits expense primarily includes salaries, wages and bonus. It also includes contributions to
provident and other funds, and workmen and staff welfare expenses. The table below shows our full-time
employees as of the dates indicated:

As of June 30, As of March 31,


Particulars 2025 2024 2025 2024 2023
Number of employees 2,017 1,964 1,992 1,963 1,991

We use a balance of full-time and contractual labor to manage cyclical demand for our products. For further
information, see “Risk Factors – Internal Risk Factors – We depend on contract labor for carrying out
operations at our manufacturing facilities and any disruption to the availability of contract labor for our
manufacturing facilities or our inability to control the cost of our contract labor could adversely affect our
operations. Further, we may be held responsible for paying wages of such workers, if independent contractors
through whom such workers are hired default on their obligations, and such obligations could have an adverse
effect on our results of operations and financial condition.” on page 98.

Depreciation and amortisation expense

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Depreciation and amortisation expense primarily comprises depreciation on property, plant and equipment.

Other expenses

Our other expenses primarily include (i) power and fuel, (ii) stores and spares consumed, (iii) packing materials
consumed, (iv) sub-contracting expenses, (v) freight and forwarding charges, (vi) network service
fees/management support charges, (vii) royalty expense, and (viii) repairs and maintenance.

Power and fuel

Power and fuel expense primarily includes costs associated with electricity and fuel sourced for our operations.
Our manufacturing processes require a constant and uninterrupted voltage supply to ensure that the products are
of high quality, while also enhancing the productivity and lifetime of our machines and equipment. We use a
substantial amount of electricity, diesel and piped natural gas for our operations. We source most of our electricity
requirements from state electricity boards and use diesel generating sets as backup in case of state electricity
failure. We have also entered into long-term power purchase agreements with third parties (including renewable
power distribution companies), typically for a term of three years, at our Chennai and Hosur plants. Similarly, our
diesel and piped natural gas needs are also met domestically through natural gas distribution companies and
through dealers located around our facilities.

Stores and spares consumed

Stores and spares consumed primarily includes items which are consumables used for running our manufacturing
facilities and equipment on a day-to-day basis.

Packing materials consumed

Packing materials consumed primarily include packaging material for finished products.

Subcontracting expenses

Subcontracting expenses primarily includes expenses incurred for sub-contracted personnel that we engage
through independent contractors for carrying out ancillary and supporting tasks such as material handling, loading
and unloading, packing, sorting, housekeeping and manual welding.

Freight and forwarding charges

Freight and forwarding charges primarily includes fees that we pay to our transportation service providers to
support delivery of products to customers in India and internationally.

Network service fees

Network service fees primarily include allocation of cost for shared corporate functions paid to Tenneco Group.
For Fiscals 2025, 2024 and 2023, these items are recorded under Other expenses - Management support charges.

Royalty expense

Royalty expense includes royalty paid to Tenneco Group companies for rights to use certain technical know-how
and related intellectual property rights owned by or licensed by Tenneco Group companies and the “Tenneco”
trademarks, names, and logos. For additional information, see “Risk Factors – Internal Risk Factors – 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, could have an adverse impact on our
business, reputation, financial condition, and results of operations.” on page 60 and “History and Certain
Corporate Matters – Summary of Key Agreements” on page 337.

Repairs and maintenance

Repairs and maintenance primarily includes costs incurred to maintain buildings and plant and machinery.

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Principal Factors Affecting our Financial Condition and Results of Operations

The paragraphs below discuss certain factors that have had, and we expect will continue to have, a significant
effect on our financial condition and results of operations.

1. Economic conditions in the markets in which we operate

Our operations are dependent on the overall economic conditions in the markets in which we operate, including
India, the U.S. and Europe. Any change in macro-economic conditions in these markets, including changes in
interest rates, government policies or taxation, political, geo-political, economic or other developments could
affect our business and results of operations. For example:

• During the course of February and April 2025, U.S. President Donald Trump implemented tariffs on
several major trading partners, including India, Canada and the European Union, with a baseline of 10%
tariffs on all countries, including India and an additional individualized reciprocal higher tariff on the
countries with which the U.S. has the largest trade deficits. Subsequently, 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. and, as of the date of this Red Herring Prospectus, have not
received any customer requests for price or volume reductions attributable to the tariff increase. These
tariffs, together with countermeasures that have been or may be adopted by trading partners affected by
these tariffs are likely to disrupt global trade and increase volatility in financial markets, including stock,
currency and interest rate markets. Additionally, the Trump administration has announced and rescinded
multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate
effect of the tariffs on economic conditions.

The table below set forth the breakdown of our revenue from sales to the U.S. including as a percentage
of our revenue from operations for the periods/Fiscals indicated:

For the three months ended June 30,


For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount % of Amount % of % of % of % of
Amount Amount Amount
(₹ revenue (₹ revenue revenue revenue revenue
(₹ (₹ (₹
millions) from millions) from from from from
millions) millions) millions)
Particulars operations operations operations operations operations
Revenue from 283.14 2.20% 155.74 1.23% 770.69 1.58% 616.85 1.13% 968.43 2.01%
sales to the U.S.
• export demand, and technological advancements, including the shift towards electric and alternative fuel
vehicles.

• General levels of GDP growth in a country or region, and trends in personal disposable income and
consumer spending in that country or region influence demand for our OEM customers’ products.

• India and other countries are actively pursuing strategies to reduce supply chain dependency on China
in the wake of the COVID-19 pandemic and growing geo-political tensions. (Source: CRISIL Report).
This includes diversifying the supply chain by sourcing inputs from various countries with a goal of
reducing the risk of relying on a single country. India is emerging as a key export hub for automotive
components, driven by companies diversifying their manufacturing bases, and India’s lower costs,
supportive government policies, and strategic location near growing markets (Source: CRISIL Report).

2. Our customers and their demand for our products

Our financial performance has largely been driven by, and a key factor to our future success will be, our ability to
continue to deliver value for our OEM customers, increase our customer base, and deepen our relationships with
our existing customers. In the three months ended June 30, 2025 and Fiscal 2025 we served 101 and 119
customers, respectively, including all top seven PV OEMs in India and all top five CT OEMs in India, based on
sales volume in Fiscal 2025 (Source: CRISIL Report).

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The table below sets forth the number of customers we served in the periods/Fiscals indicated.

Three months ended June 30, Fiscal


Particular 2025 2024 2025 2024 2023
Number of 101 100 119 268 277
customers

Until October 2023, our Advance Ride Technologies division conducted direct sales to the aftermarket. From
October 2023 onwards, we transitioned to selling all of our aftermarket products directly to Motocare (in addition
to other entities in the Tenneco Group), which then sell them to the aftermarket. This resulted in a decrease in the
number of customers we served in Fiscal 2025 as compared to Fiscal 2024 and 2023.

Our customers include global and well-known names such as Ashok Leyland Limited, Bajaj Auto Limited,
Cummins India Limited, Daimler India Commercial Vehicle, Honda Motorcycle and Scooter India Private
Limited, Hyundai Motor India Limited, John Deere India Private Limited, Kirloskar Oil Engines Limited,
Mahindra & Mahindra Limited, Maruti Suzuki India Limited, Renault Nissan Automotive India Private Limited,
Royal Enfield, Skoda Auto Volkswagen India Private Limited, Tata Motors Limited, Toyota Kirloskar Motor
Private Limited, Vinfast Trading and Production Joint Stock Company, and VE Commercial Vehicles Limited.

In terms of value (revenue) in Fiscal 2025, we are the largest supplier of Clean Air Solutions to Indian CT OEMs
with a market share of 57%, the largest supplier of Clean Air Solutions to Indian OH OEMs (excluding tractors)
with a market share of 68% and among the top four suppliers of Clean Air Solutions to PV OEMs with a market
share of 19% (Source: CRISIL Report). We are also the largest supplier of shock absorbers and struts to Indian
PV OEMs with a market share of 52% in terms of value (revenue) in Fiscal 2025 (Source: CRISIL Report). As of
June 30, 2025, we have been awarded 427 programs for which we have commenced production (358 programs
for Clean Air & Powertrain Solutions and 69 programs for Advanced Ride Technologies) from over 50 customers
across our product portfolio, both in India and overseas.

Historically, our revenue from operations from our top five and top ten customers has been significant.

The tables below sets forth the revenue from operations derived from our top ten customers (based on Fiscal 2025)
for the periods/Fiscals indicated.

For the three months ended June 30, For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Amount % of % of % of % of % of
Amount Amount Amount Amount
(₹ revenue revenue revenue revenue revenue
(₹ (₹ (₹ (₹
millions) from from from from from
millions) millions) millions) millions)
Particulars(1) operations operations operations operations operations
Revenue 7,984.28 62.10% 8,250.29 64.92% 30,453.04 62.27% 36,771.13 67.25% 29,532.72 61.18%
from
operations
from top
five
customers
Revenue 10,358.40 80.57% 10,460.67 82.32% 39,874.61 81.54% 45,884.25 83.92% 37,553.55 77.79%
from
operation
from top
ten customers

Note: (1) The top 10 customers have been identified based on their contribution to our revenue from operations in Fiscal 2025.

We expect the significance of our top customers to remain high. For further information, see “Risk Factors –
Internal Risk Factors –We are dependent on our top ten customers. Our top ten customers (based on Fiscal
2025) contributed 80.57%, 82.32%, 81.54%, 83.92% and 77.79% of our revenue from operations in the three
months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, respectively. 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. ” on page 63.

Customer demand for our products depends on the end markets for their products. The Indian PV sector has
historically seen significant periodic fluctuations in overall demand. The length and timing of any cycle in the
vehicle industry cannot be predicted with certainty, and we cannot predict when manufacturers will increase or

499
reduce production. PV production and sales are influenced by various factors, including consumer demand.
Consumer demand is affected by employment and income levels, fuel prices, economic conditions, demographic
trends, interest rates, urbanization, premiumization trends and the availability of automobile financing.

The CV market in India is cyclical, based on factors that include macroeconomic conditions, government
infrastructure spending, regulatory changes such as the implementation of new emission standards, monsoon and
climate changes and economic conditions that influence industrial production and construction activities. Long-
term medium and heavy CV sales are likely to be driven by several factors, including India’s improving industrial
activity, consistent agricultural output, and the government’s continued emphasis on infrastructure development
(Source: CRISIL Report). For further information, see “Risk Factors – Internal Risk Factors – We derived a
significant portion of our revenue from operations, i.e. 81.35%, 83.44%, 82.04%, 83.87% and 83.06% 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. Any adverse
changes in these sectors in India could adversely impact our business, results of operations and financial
condition.” on page 62.

3. Government policies

Government policies, particularly with regard to emission standards, affect the demand for our products and our
product mix. Our Clean Air Solutions business benefits from stricter emissions standards. Over the past five years,
India has implemented stricter emission standards across the PV, CV, and industrial markets, such as BS6,
Construction Equipment Vehicle (CEV-IV) and Tractor Emission Norms Stage IV (TREM IV). India and other
countries are expected to continue implementing stricter emission standards across the PV, CV and OH end
markets, such as Corporate Average Fuel Efficiency/Economy (CAFE) norms, Tractor Emission Regulation of
India V (TREM V), Bharat Stage 7 (BS7), Construction Equipment Vehicle (CEV-V) and Central Pollution
Control Board (CPCB IV+) (Source: CRISIL Report). These new standards aim to further reduce levels of harmful
emissions such as hydrocarbons, carbon dioxide, nitrogen oxides and particulate matter, from vehicles, meaning
that more sophisticated emissions technologies and components in vehicles will be required, thereby increasing
demand for our Clean Air Solutions products. Tightening standards have historically required substantial
investment in engine technology, after-treatment systems, and fuel quality upgrades, resulting in higher content
per vehicle (“CPV”) (Source: CRISIL Report).

Our ability to capitalize on increasingly stringent global and regional emission standards by targeting key OEMs
across all end markets with modular emission control solutions that are compliant with future emissions standards
will directly affect our future results of operations. For further information, see “Risk Factors – Internal Risk
Factors – Our business is heavily influenced by government policies and regulations regarding emission
standards, which significantly impact our industry. Delays in the implementation of emission standards may
affect the growth of our business.” on page 65, and “Our Business – Our Strategies – Capturing market
opportunities driven by tightening emission standards” on page 284.

4. Industry trends

As the market shifts towards premium vehicles, SUVs and hybrids, the demand for higher technological
requirements is expected to translate to increased CPV and demand for our high-performance products (Source:
CRISIL Report). Capitalizing on the trends toward premiumization, SUVs and hybrids presents a substantial
opportunity for our business. In India, historically, cost-conscious buyers prioritized fuel efficiency and initial
purchase cost, making hatchbacks the most popular segment due to their affordability and lower running costs
(Source: CRISIL Report). However, a growing number of younger, globally exposed buyers now prioritize driving
experience, safety, advanced features, aesthetics, and comfort, especially considering India’s challenging road
conditions, leading to increased demand for premium vehicles (Source: CRISIL Report). OEMs have responded
by enhancing vehicle safety and incorporating advanced features in recent launches, even in mid-level vehicles.
Furthermore, rising disposable incomes have further fuelled growth in the SUV segment (Source: CRISIL Report).

This presents an opportunity for our Advanced Ride Technologies, where we plan to focus on innovative
technologies, including continuously variable semi-active suspension electronic dampers for better ride handling,
hollow rods for weight savings, and Adaptive Ride Height Suspension System 2.0 for noise elimination and
improved ride quality. Our Clean Air & Powertrain Solutions stands to benefit from the trend toward mild hybrid
and plug-in hybrid vehicles. Tight packaging space constraints arise due to the limited space available within a
vehicle to accommodate components, especially in hybrid vehicles where additional systems, such as electric
motors and battery packs, must be integrated alongside traditional powertrain components. Our ability to design

500
products that maximize efficiency and performance within these confined spaces will affect our ability to capture
market opportunities, strengthen OEM partnerships, and improve our market position. For further information,
see “Our Business – Our Strategies –Capitalizing on trends toward premiumization, SUVs, EVs and hybrids”
on page 285.

5. Support from the Tenneco Group

Historically, we have derived significant advantages from the support provided by Tenneco Group. This includes
Tenneco Group’s global presence and brand strength, which bolster our operations and market position in India,
Tenneco Group’s global purchasing scale, which allows us to optimize procurement processes and reduce costs,
Tenneco Group’s established global partnerships, which facilitate business with key OEMs in India and our ability
to leverage Tenneco Group’s global R&D initiatives.

We have entered into arrangements with entities in the Tenneco Group, including for (i) the sale of our products
and services; (ii) the purchase of parts and materials for use in the manufacturing of our shock absorbers and
struts, exhaust aftertreatment systems, and ignition and bearings products; (iii) product validation and testing
services outside of India; (iv) technical training and R&D support; and (v) the leasing of the premises where our
Corporate Office is situated. We have also entered into the License Agreement with Tenneco Holdings LLC for
technical know-how and related intellectual property rights pursuant to which our Company and our Subsidiaries
have the right to manufacture and sell products in India using Tenneco Holdings LLC’s trademarks. Further, we
have entered into a master affiliate intangible property and network services agreement with Tenneco Automotive
Operating Company LLC, Federal-Mogul Powertrain LLC and Federal-Mogul Ignition LLC, pursuant to which
our Company and our Subsidiaries have the right and license to use certain intangible property and know-how
related to Tenneco’s P3 operating system, together with access to a bundle of associated network elements and
services, in India.

Our R&D technical centers collaborate with Tenneco Group’s network of engineering and technical center
worldwide, which as of December 31, 2024, comprised 39 engineering and technical centers (of which 12 centers
support our Clean Air & Powertrain Solutions division and 10 centers support our Advanced Ride Technologies
division). We share information on emerging technologies and changing customer preferences with other
geographical units in the Tenneco Group, facilitating the development of new products and technologies. In India,
we focus on “localization,” which involves adapting Tenneco Group’s global technologies to meet local needs
and preferences, and onshoring manufacturing to India, where development and production costs are lower. This
approach enhances our product offerings and optimizes cost efficiency, complemented by our investment in local
engineering capabilities. We further benefit from Tenneco Group’s standardized global engineering processes and
technical centers, ensuring efficient and reliable design validation and accelerated time-to-market. For example,
in Fiscal 2024, we expedited the development of an advanced hydraulic rebound system, which offers superior
ride quality compared to passive suspension systems, in India. This system, conceptualized by Tenneco Group
overseas, was first brought to market in India before being introduced in other regions by the Tenneco Group.
Similarly, in Fiscal 2020, when India implemented BS6, we leveraged Tenneco Group’s Euro 6-compliant Clean
Air Solutions products to develop BS6-compliant products and introduced 45 new products across 26 vehicle
platforms over a 13-month period between May 2019 and June 2020.

The continued support for the Tenneco Group will be a key factor in our future performance, including our ability
to bring new, high-quality products to market that are tailored to the demands of our OEM customers. For further
information, see “Our Business – Our Group Leverage” on page 270, “Our Business – Design, Engineering,
Research and Development” on page 308, and “Our Business – Our Competitive Strengths – Innovation-
focused approach aided by our ability to leverage Tenneco Group’s global R&D initiatives to cross-deploy
global technologies for proprietary, modular and customized products at Indian price points” on page 280.

6. Cost of Raw Materials

Our profitability is substantially dependent on the availability and cost of raw materials, including steel, and
components. We generally do not assume the risk of pricing fluctuations for substrates. In the three months ended
June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, our cost of materials consumed excluding substrates
accounted for 60.79%, 60.98%, 60.98%, 61.76% and 63.34% of our VAR, respectively.

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:

501
For the three months ended June 30,
For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
% of cost % of cost % of cost % of cost % of cost
of of of of of
Amount materials Amount materials Amount materials Amount materials Amount materials
(₹ consumed (₹ consumed (₹ consumed (₹ consumed (₹ consumed
millions) excluding millions) excluding millions) excluding millions) excluding millions) excluding
cost of cost of cost of cost of cost of
Particulars substrates substrates substrates substrates substrates
Cost of 4,485.58 63.25% 4,198.07 63.45% 16,653.45 62.35% 16,195.52 61.43% 17,640.91 71.38%
steel
Cost of 7,091.44 100.00% 6,615.82 100.00% 26,710.31 100.00% 26,364.99 100.00% 24,715.24 100.00%
materials
consumed
excluding
cost of
substrates

We source the majority of parts and materials from suppliers based in India. However, we also import raw
materials and components from several countries including, but not limited to, the USA, Spain, China, Germany,
Republic of Korea, North Macedonia, Belgium, Czech Republic, Italy and Mexico. In the three months ended
June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, the cost of imported materials consumed excluding cost
of substrates accounted for 13.43%, 13.25%, 8.47%, 8.06% and 7.53% of our cost of materials consumed
excluding the cost of substrates, respectively.

Increases in the prices of our raw materials may result in our incurring higher input costs in the manufacture of
our products. While we seek to pass on cost increases to our customers, our cash flows may be adversely affected
in case of a time lag between the date of procurement of our raw materials and the date on which we can reset the
component prices for our customers to account for the increase in the prices of such raw materials. For further
information, see “Risk Factors – Internal Risk Factors – Our operations and profitability are substantially
dependent on the availability and cost of raw materials, including steel and components such as pressed parts,
electrodes and bimetal strips. In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and
2023, cost of materials consumed accounted for 64.42%, 66.69%, 65.05%, 70.15% and 70.37% of our revenue
from operations, and any volatility in the prices of these materials may adversely impact our business, results
of operations and financial condition.” on page 65.

7. Manufacturing Capacity and Utilization

Our results of operations are directly affected by our production volume, which in turn depends on several factors,
including our manufacturing capacity and market demand. As of June 30, 2025, we operated 12 manufacturing
facilities in India. The table below sets forth the capacity utilization across 12 manufacturing facilities for the
periods/Fiscals indicated:

For the three For the three


For Fiscal For Fiscal For Fiscal
months ended months ended
Plant 2025 2024 2023
June 30, 2025 June 30, 2024
Capacity utilization (1)

Clean Air Solutions


Chakan I Facility 67.11% 80.93% 76.18% 85.55% 97.31%
Chakan II Facility(2) 72.60% - 62.77% - -
Chennai Facility 38.95% 45.10% 42.93% 45.45% 78.22%
Pithampur Facility 66.71% 68.12% 60.53% 69.86% 60.35%
Powertrain Solutions
Bhiwadi Facility 97.90% 93.70% 96.00% 91.65% 94.85%
Parwanoo Facility 79.08% 76.41% 77.11% 79.70% 68.05%
Chakan Sealings Facility 68.49% 73.18% 66.52% 72.95% 91.15%
Advanced Ride Technologies
Hosur Facility 94.96% 87.19% 88.38% 82.87% 93.14%
Bawal Facility 81.15% 84.57% 83.52% 80.18% 91.11%
Sanand Facility 79.29% 62.77% 71.92% 62.70% 62.86%
Chakan ART Facility(3) 81.18% 87.71% 85.08% 68.42% 79.82%
Puducherry Facility(4) 90.87% 99.49% 99.68% 100.00% 99.00%
Notes:

502
Source: Certificate from Kunal Kantilal Vikamsey and Naresh Kanji Wadhia of Kanti Karamsey and Co. Advisors LLP (Chartered
Engineer Registration Numbers: F-1307017 and M 115754/4, respectively) Independent Chartered Engineers, dated November 5, 2025.
(1) Capacity utilization is calculated as quantum of production in the relevant facility in the relevant period/Fiscal, divided by the
capacity available of relevant manufacturing facility during the relevant period/Fiscal. Capacity available during the period/Fiscal
represents the installed capacity that was available during the relevant period/Fiscal (taken on a quarterly basis for interim periods
(unannualized) and on an annual basis for each fiscal year) and is calculated based on the aggregate of monthly installed capacity.
(2) Production at the Chakan II Facility started in Fiscal 2025.
(3) The Chakan ART Facility receives base shock absorbers from our Hosur and Bawal Facilities for the modular assembly of
peripheral parts according to our customer requirements.
(4) The Puducherry Facility for our Advanced Ride Technologies division manufactures and supplies sintered parts to our Hosur,
Bawal and Sanand Facilities to manufacturer struts and shock absorbers.

For further details, see “Our Business – Manufacturing – Facilities” on page 298.

To maintain profitability, we must maintain high levels of capacity utilization, which is affected by our product
mix and customer demand. Decline in the demand for our products will prevent us from achieving full capacity
utilization of our manufacturing facilities.

We believe that our existing manufacturing facilities, as supplemented by ordinary course production line
expansion, are sufficient to support our current business with incremental capital expenditure for new business.
However, we may expand our manufacturing capacity in the future to meet the requirements of new business from
existing customers or new customers. In the three months ended June 30, 2025 and 2024, and Fiscal 2025, 2024
and 2023, we expanded our manufacturing capacity using internal accruals, without relying on long-term bank
borrowings, a practice we intend to continue given our financial position. We generally plan for and invest in
expanding our manufacturing capacity based on our estimated customer base expansion. We take a customer-
centric approach by locating our facilities close to our customers, enabling us to swiftly address customer needs.
The success of any capacity addition and expected return on investment in capital expenditure depend on our
ability to generate adequate customer demand to ensure maximum utilization of the capacity addition.

8. Foreign Exchange

While our reporting currency and principal revenue are in Indian Rupees, we are exposed to exchange rate
fluctuations, particularly in the Euro, U.S. Dollar, Chinese Yuan, South Korean Won and British Pound, due to
our import of raw materials, particularly substrates and steel, imports of manufacturing machinery and export
sales. To the extent that we are unable to match costs incurred in foreign currencies with revenue received, or that
there are sharp exchange rate fluctuations between such currencies, we could have significant unhedged exposure
on the translation of receivables and trade payables.

The table below set forth the breakdown of our VAR from domestic and export sales, and as a percentage of our
total VAR and revenue from operations for the periods/Fiscals indicated.

For the three months ended June 30, 2025 For the three months ended June 30, 2024
Revenue from % of revenue Revenue from % of revenue
VAR % of total VAR % of total
operations from operations from
(₹ millions) VAR (₹ millions) VAR
(₹ millions) operations (₹ millions) operations
Domestic 10,673.97 91.50% 11,844.05 92.13% 10,276.13 94.72% 12,107.96 95.28%
Export 933.58 8.00% 954.35 7.42% 522.25 4.81% 548.90 4.32%
Other Operating
revenue(1) 57.81 0.50% 57.81 0.45% 50.86 0.47% 50.86 0.40%
Total 11,665.36 100.00% 12,856.21 100.00% 10,849.24 100.00% 12,707.72 100.00%
Note:
(1) Other operating revenue includes scrap sales, claim received from customers and export incentives.

For Fiscal 2025 For Fiscal 2024 For Fiscal 2023


Revenue % of Revenue % of Revenue % of
VAR % of total from revenue VAR % of total from revenue VAR % of total from revenue
(₹ millions) VAR operations from (₹ millions) VAR operations from (₹ millions) VAR operations from
(₹ millions) operations (₹ millions) operations (₹ millions) operations
Domestic 40,765.43 93.07% 45,777.05 93.61% 40,343.94 94.51% 52,169.91 95.42% 35,733.20 91.58% 44,944.71 93.10%
Export 2,830.45 6.46% 2,921.92 5.97% 2,159.67 5.06% 2,323.75 4.25% 3,000.15 7.69% 3,042.32 6.30%
Other Operating 205.33 0.47% 205.33 0.42% 182.46 0.43% 182.46 0.33% 286.65 0.73% 286.65 0.60%
revenue(1)
Total 43,801.21 100.00% 48,904.30 100.00% 42,686.07 100.00% 54,676.12 100.00% 39,020.00 100.00% 48,273.68 100.00%
Note:
(1) Other operating revenue includes scrap sales, claim received from customers and export incentives.

The tables below set forth the breakdown of our cost of materials consumed excluding substrates from domestic
and imported sources for the periods/Fiscals indicated.

503
For the three months ended June 30, For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
2025 2024
Cost of % of cost Cost of % of cost Cost of % of cost Cost of % of cost Cost of % of cost
materials of materials of materials of materials of materials of
consumed materials consumed materials consumed materials consumed materials consumed materials
excluding consumed excluding consumed excluding consumed excluding consumed excluding consumed
cost of excluding cost of excluding cost of excluding cost of excluding cost of excluding
substrates cost of substrates cost of substrates cost of substrates cost of substrates cost of
(₹ millions) substrates (₹ substrates (₹ substrates (₹ substrates (₹ substrates
millions) millions) millions) millions)
Domestic 6,139.13 86.57% 5,739.28 86.75% 24,448.19 91.53% 24,239.74 91.94% 22,853.75 92.47%
Imported 952.31 13.43% 876.54 13.25% 2,262.12 8.47% 2,125.25 8.06% 1,861.49 7.53%
Total 7,091.4 100.0 6,615 100.0 26,71 100.00% 26,364.99 100.00% 24,715.24 100.00%
4 0% .82 0% 0.31

For further information about our domestic and imported costs of materials consumed, see “– Our Business Model
– Expenses – Cost of materials consumed” on page 495.

Principal Components of Results of Operations

Results of Operations

The following table sets forth select financial data from our restated consolidated statement of profit and loss for
the periods/years indicated, the components of which are also expressed as a percentage of total income for such
periods/years.

For the three months ended June 30, Fiscal


2025 2024 2025 2024 2023
% of % of % of % of % of
total total total total total
Particulars ₹ million income* ₹ million income* ₹ million income* ₹ million income* ₹ million income*
Income
Revenue from 12,856.2 97.66% 12,707. 98.83% 48,904.30 99.17% 54,676.12 98.74% 48,273.68 98.78%
operations 1 72
Other income 308.09 2.34% 150.47 1.17% 410.15 0.83% 697.76 1.26% 595.88 1.22%
Total income 13,164.3 100.00 12,858.1 100.00 49,314.45 100.00 55,373.88 100.00 48,869.56 100.00%
0 % 9 % % %

Expenses
Cost of materials 8,282.29 62.91% 8,474.30 65.91% 31,813.40 64.51% 38,355.04 69.27% 33,968.92 69.51%
consumed
Change in (134.63) (1.02)% (48.56) (0.38)% 52.21 0.11% 163.25 0.29% (99.67) (0.20)%
inventories of
finished goods,
work-in-
progress &
traded goods
Purchase of 106.24 0.81% 84.74 0.66% 346.06 0.70% 406.70 0.73% 514.63 1.05%
stock in trade
Employee 830.49 6.31% 712.69 5.54% 2,979.24 6.04% 2,526.45 4.56% 2,485.76 5.09%
benefits
expense
Finance cost 70.96 0.54% 47.80 0.37% 202.66 0.41% 251.63 0.45% 215.58 0.44%
Depreciation and 253.74 1.93% 249.78 1.94% 1,031.72 2.09% 1,035.93 1.87% 1,009.19 2.07%
amortisation
expense
Other expenses 1,483.02 11.27% 1,355.37 10.54% 5,561.00 11.28% 7,103.83 12.83% 5,697.70 11.66%
Total expenses 10,892.1 82.74% 10,876.1 84.59% 41,986.29 85.14% 49.842.83 90.01% 43,792.11 89.61%
1 2
Restated profit 2,272.19 17.26% 1,982.07 15.41% 7,328.16 14.86% 5,531.05 9.99% 5,077.45 10.39%
before tax

Tax expense
Current tax 625.36 4.75% 613.97 4.77% 1,878.16 3.81% 1,354.28 2.45% 1,280.23 2.62%
Deferred tax (34.05) (0.26)% (145.15) (1.13)% (91.28) (0.19)% (25.67) (0.05)% (19.98) (0.04)%
(Excess) / Short - - 10.17 0.08% 9.85 0.02% 34.57 0.06% 6.77 0.01%
Provision of
earlier Years
Total tax 591.31 4.49% 478.99 3.73% 1,796.73 3.64% 1,363.18 2.46% 1,267.02 2.59%
expense
Restated profit 1,680.88 12.77% 1,503.08 11.69% 5,531.43 11.22% 4,167.87 7.53% 3,810.43 7.80%
for the year

504
Three months ended June 30, 2025 compared to three months ended June 30, 2024

Income

Our total income marginally increased by 2.38% to ₹13,164.30 million in the three months ended June 30, 2025
from ₹12,858.19 million in the three months ended June 30, 2024, primarily due to an increase in our revenue
from operations of 1.17% to ₹12,856.21 million in the three months ended June 30, 2025 from ₹12,707.72 million
in the three months ended June 30, 2024. This is driven by an increase in VAR of 7.52%, partially offset by a
decrease in substrate revenue by 35.92%.

Revenue from operations

● Clean Air & Powertrain Solutions: Revenue decreased by 6.05% to ₹7,234.96 million in the three months
ended June 30, 2025 from ₹7,700.74 million in the three months ended June 30, 2024, primarily due to
a decreased in our substrate revenue by 35.92% to ₹1,190.85 million in the three months ended June 30,
2025 from ₹1,858.48 million in the three months ended June 30, 2024. This decrease was primarily due
to a fall in substrate prices and some customers switching to lower cost Indian substrate suppliers.
Additionally, we started to manufacture catalytic converter casings in-house instead of importing them,
which in turn reduced the overall cost to our customers and thus reduced our pass-through revenue. VAR
increased by 3.45% to ₹6,044.11 million in the three months ended June 30, 2025 from ₹5,842.26 million
in the three months ended June 30, 2024 primarily due to an increase in CV revenue.

● Advanced Ride Technologies: Revenue increased by 12.27% to ₹5,621.25 million in the three months
ended June 30, 2025 from ₹5,006.98 million in the three months ended June 30, 2024 primarily due to
an increase in volumes sold and exports to OEMs combined with a change in the value mix with the
introduction of advanced ride systems and ramping up of their adoption.

Other income

Our other income increased by 104.75% to ₹308.09 million in the three months ended June 30, 2025 from ₹150.47
million in the three months ended June 30, 2024, primarily due to an accrual of interest income on receivable from
a related party of ₹248.78 in the three months ended June 30, 2025 from nil in the three months ended June 30,
2024, and a 139.97% increase in interest income on deposits with banks to ₹33.98 in the three months ended June
30, 2025 from ₹14.16 in the three months ended June 30, 2024.

Expenses

Our total expenses marginally increased by 0.15% to ₹10,892.11 million in the three months ended June 30, 2025
from ₹10,876.12 million in the three months ended June 30, 2024, primarily due to marginal increases in expenses
relating employee benefits expense and other expenses, partially offset a decrease in cost of materials consumed
in the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Cost of materials consumed

Our cost of materials consumed decreased by 2.27% to ₹8,282.29 million in the three months ended June 30, 2025
from ₹8,474.30 million in the three months ended June 30, 2024. This decrease was primarily due to a decrease
in the cost of substrates by 35.92% to ₹1,190.85 million in the three months ended June 30, 2025 from ₹1,858.48
million in the three months ended June 30, 2024 due to a reduction in prices and the localisation of some substrates
by a customer. The cost of materials consumed excluding cost of substrates increased marginally to ₹7,091.44
million in the three months ended June 30, 2025 from ₹6,615.82 million in the three months ended June 30, 2024.

Change in inventories of finished goods, work-in-progress & traded goods

Our inventories of finished goods, work-in-progress & traded goods increased by ₹134.63 million, or 16.60%, in
the three months ended June 30, 2025 from March 31, 2025.

Purchase of stock in trade

Our purchase of stock in trade increased by 25.37% to ₹106.24 million in the three months ended June 30, 2025
from ₹84.74 million in the three months ended June 30, 2024.

505
Employee benefits expense

Our employee benefits expense increased by 16.53% to ₹830.49 million in the three months ended June 30, 2025
from ₹712.69 million in the three months ended June 30, 2024 primarily due to ordinary course salary and wage
increases and additional employees hired to support services we provide to Tenneco Group entities. The cost we
charge the Tenneco Group entities for such services takes into account our related employee costs.

Finance cost

Our finance cost increased by 48.45% to ₹70.96 million in the three months ended June 30, 2025 from ₹47.80
million in the three months ended June 30, 2024, primarily due to an increase in our factoring related costs.

Depreciation and amortisation expense

Our depreciation and amortisation expense marginally increased by 1.59% to ₹253.74 million in the three months
ended June 30, 2025 from ₹249.78 million in the three months ended June 30, 2024.

Other expenses

Our other expenses increased by 9.42% to ₹1,483.02 million in the three months ended June 30, 2025 compared
to ₹1,355.37 million in the three months ended June 30, 2024, primarily due to an increase in stores and spares
consumed, higher freight and forwarding expenses, and an increase in subcontracting cost.

Tax Expense

Our total tax expense increased by 23.45% to ₹591.31 million in the three months ended June 30, 2025 from
₹478.99 million in the three months ended June 30, 2024, in line with our increase in pre-tax profit (excluding
dividend received in the three months ended June 30, 2024).

Restated profit for the year

As a result of the foregoing, our restated profit for the year in the three months ended June 30, 2025 increased by
11.83% to ₹1,680.88 million from ₹1,503.08 million in the three months ended June 30, 2024.

Fiscal 2025 compared to Fiscal 2024

Income

Our total income decreased by 10.94% to ₹49,314.45 million in Fiscal 2025 from ₹55,373.88 million in Fiscal
2024, primarily due to a decrease in our revenue from operations of 10.56% to ₹48,904.30 million in Fiscal 2025
from ₹54,676.12 million in Fiscal 2024 driven by a decrease in substrate revenue by 57.44%, partially offset by
an increase in VAR of 2.61%.

Revenue from operations

● Clean Air & Powertrain Solutions: Revenue decreased by 21.95% to ₹28,122.69 million in Fiscal 2025
from ₹36,031.07 million in Fiscal 2024, primarily due to a decrease in substrate revenue by 57.44% to
₹5,103.09 million in Fiscal 2025 from ₹11,990.05 million in Fiscal 2024. This decrease was primarily
due to a fall in substrate prices and some customers switching to lower cost Indian substrate suppliers.
Additionally, we started to manufacture catalytic converter casings in-house instead of importing them,
which in turn reduced the overall cost to our customers and thus reduced our pass-through revenue. VAR
decreased by 4.25% to ₹23,019.60 million in Fiscal 2025 from ₹24,041.02 million in Fiscal 2024
primarily due to a decrease in CV revenue.

● Advanced Ride Technologies: Revenue increased by 11.46% to ₹20,781.61 million in Fiscal 2025 from
₹18,645.05 million in Fiscal 2024 primarily due to an increase in volumes sold to OEMs combined with
a change in the value mix with the introduction of advanced ride systems and ramping up of their
adoption.

506
Other income

Our other income decreased by 41.22% to ₹410.15 million in Fiscal 2025 from ₹697.76 million in Fiscal 2024,
primarily due to a decrease in dividend income of 40.87% to ₹294.19 million in Fiscal 2025 from ₹497.54 million
in Fiscal 2024, and a decrease in interest income from bank deposits of 56.79% to ₹63.67 million in Fiscal 2025
from ₹147.36 million in Fiscal 2024.

Expenses

Our total expenses decreased by 15.76% to ₹41,986.29 million in Fiscal 2025 from ₹49,842.83 million in Fiscal
2024, primarily due to decreases in cost of materials consumed, royalty expense, and management support
charges.

Cost of materials consumed

Our cost of materials consumed decreased by 17.06% to ₹31,813.40 million in Fiscal 2025 from ₹38,355.04
million in Fiscal 2024. This decrease was primarily due to a decrease in the cost of substrates by 57.44% to
₹5,103.09 million in Fiscal 2025 from ₹11,990.05 million in Fiscal 2024 due to a reduction in prices and the
localisation of some substrates by a customer. The cost of materials consumed excluding cost of substrates
increased marginally to ₹26,710.31 million in Fiscal 2025 from ₹26,364.99 million in Fiscal 2024.

Change in inventories of finished goods, work-in-progress & traded goods

Our inventories of finished goods, work-in-progress & traded goods decreased by ₹52.21 million in Fiscal 2025,
representing a 6.05% decrease from the closing inventory of Fiscal 2024 as a result of the decrease in revenue
from operations and the localization of some substrates by a customer.

Purchase of stock in trade

Our purchase of stock in trade decreased by 14.91% to ₹346.06 million in Fiscal 2025 from ₹406.70 million in
Fiscal 2024 in line with lower sales of traded goods.

Employee benefits expense

Our employee benefits expense increased by 17.92% to ₹2,979.24 million in Fiscal 2025 from ₹2,526.45 million
in Fiscal 2024 primarily due to ordinary course salary and wage increases and additional employees hired to
support services we provide to Tenneco Group entities. The cost we charge the Tenneco Group entities for such
services takes into account our related employee costs.

Finance cost

Our finance cost decreased by 19.46% to ₹202.66 million in Fiscal 2025 from ₹251.63 million in Fiscal 2024,
primarily due to lower customer invoice discounting.

Depreciation and amortisation expense

Our depreciation and amortisation expense marginally decreased by 0.41% to ₹1,031.72 million in Fiscal 2025
from ₹1,035.93 million in Fiscal 2024.

Other expenses

Our other expenses decreased by 21.72% to ₹5,561.00 million in Fiscal 2025 compared to ₹7,103.83 million in
Fiscal 2024, primarily due to a reduction in royalty expense of 57.17% to ₹1,102.74 million in Fiscal 2025 from
₹2,574.47 million in Fiscal 2024 due to (i) a reduction in the weighted average royalty rate from 4.71% in Fiscal
2024 to 2.25% in Fiscal 2025 and (ii) lower revenue subject to the royalty payment, and a reduction in management
support charges from ₹357.17 million in Fiscal 2024 to ₹189.02 million in Fiscal 2025 driven by reduced intra-
group charges as we expanded our internal capabilities in functions such as finance, HR and operations. This
expansion has reduced our reliance on group services, and as we continue to build in-house expertise, these
charges may decrease further.

507
Tax Expense

Our total tax expense increased by 31.80% to ₹1,796.73 million in Fiscal 2025 from ₹1,363.18 million in Fiscal
2024, in line with our increase in pre-tax profit.

Restated profit for the year

As a result of the foregoing, our restated profit for the year in Fiscal 2025 increased by 32.72% to ₹5,531.43
million from ₹4,167.87 million in Fiscal 2024.

Fiscal 2024 compared to Fiscal 2023

Income

Our total income increased by 13.31% to ₹55,373.88 million in Fiscal 2024 from ₹48,869.56 million in Fiscal
2023, primarily due to an increase in our revenue from operations of 13.26% to ₹54,676.12 million in Fiscal 2024
from ₹48,273.68 million in Fiscal 2023, driven by an increase in VAR of 9.40% and substrate revenue of 29.57%.

Revenue from operations

● Clean Air & Powertrain Solutions: Revenue increased by 18.51% to ₹36,031.07 million in Fiscal 2024
from ₹30,403.47 million in Fiscal 2023 primarily due to increased sales volumes. VAR increased by
13.67% to ₹24,041.02 million in Fiscal 2024 from ₹21,149.79 million in Fiscal 2023 primarily due to
higher volumes sold to OEMs.

● Advanced Ride Technologies: Revenue increased by 4.34% to ₹18,645.05 million in Fiscal 2024 from
₹17,870.21 million in Fiscal 2023 primarily due to increased sales volumes to OEMs.

Other income

Other income increased by 17.10% to ₹697.76 million in Fiscal 2024 from ₹595.88 million in Fiscal 2023 due to
increases in interest income on bank deposits of ₹82.91 million and an increase in dividend from subsidiary of
₹65.66 million, partially offset by a decrease in foreign currency fluctuation gain (net) of ₹70.07 million.

Expenses

Our total expenses increased by 13.82% to ₹49,842.83 million in Fiscal 2024 from ₹43,792.11 million in Fiscal
2023, primarily due to an increase in cost of materials consumed and an increase in royalty payments.

Cost of materials consumed

Our cost of materials consumed increased by 12.91% to ₹38,355.04 million in Fiscal 2024 from ₹33,968.92
million in Fiscal 2023. The cost of substrates increased by 29.57% to ₹11,990.05 million in Fiscal 2024 from
₹9,253.68 million in Fiscal 2023 due to increases in substrate prices and higher OEM demand. The cost of
materials consumed excluding cost of substrates increased by 6.68% to ₹26,364.99 million in Fiscal 2024 from
₹24,715.24 million in Fiscal 2023 due to higher volume, partially offset by cost savings initiatives and price
negotiations.

Change in inventories of finished goods, work-in-progress & traded goods

Our inventories of finished goods, work-in-progress, and traded goods decreased by ₹163.25 million in Fiscal
2024, representing a 15.90% reduction from the closing inventory of Fiscal 2023, driven by improved inventory
management. The change in inventories increased to ₹163.25 million in fiscal 2024 from ₹(99.67) million in fiscal
2023, primarily due to reduced inventory levels and enhanced inventory management practices.

Purchase of stock in trade

Our purchase of stock in trade decreased by 20.97% to ₹406.70 million in Fiscal 2024 from ₹514.63 million in
Fiscal 2023 in line with lower sale of traded goods.

508
Employee benefits expense

Our employee benefits expense increased by 1.64% to ₹2,526.45 million in Fiscal 2024 from ₹2,485.76 million
in Fiscal 2023 primarily due to ordinary course salary and wage increases partially offset by a headcount reduction.

Finance cost

Our finance cost increased by 16.72% to ₹251.63 million in Fiscal 2024 from ₹215.58 million in Fiscal 2023,
primarily due to an increase in our revenue and related factoring costs partially offset by a decrease in interest
paid on inter-corporate deposits.

Depreciation and amortisation expense

Our depreciation and amortisation expense marginally increased by 2.65% to ₹1,035.93 million in Fiscal 2024
from ₹1,009.19 million in Fiscal 2023.

Other expenses

Our other expenses increased by 24.68% to ₹7,103.83 million in Fiscal 2024 compared to ₹5,697.70 million in
Fiscal 2023, primarily due to an increase in royalty expense of 130.01% to ₹2,574.47 million in Fiscal 2024 from
₹1,119.31 million in Fiscal 2023 as a result of increase in revenue and an increase in the weighted average royalty
rate to 4.71% in Fiscal 2024 from 2.32% in Fiscal 2023.

Tax Expense

Our total tax expense increased by 7.59% to ₹1,363.18 million in Fiscal 2024 from ₹1,267.02 million in Fiscal
2023. The increase is in line with our increase in pre-tax profit.

Restated profit for the year

As a result of the foregoing, our restated profit for the year in Fiscal 2024 increased by 9.38% to ₹4,167.87 in
Fiscal 2024 from ₹3,810.43 million in Fiscal 2023.

Select Balance Sheet Items

Other financial assets

Our other financial assets increased from ₹2,858.15 million as of June 30, 2024 to ₹9,460.23 million as of June
30, 2025. The increase was driven by (i) an increase in receivables from the sale of Motocare to Federal-Mogul
Motorparts (India) Limited on March 24, 2025 for a consideration of ₹8,293.51 million, which together with
related interest remained outstanding as of June 30, 2025; and (ii) an increase in receivables from a related party
relating to the expenses of our Company’s initial public offering in the three months ended June 30, 2025.
Our other financial assets increased from ₹2,814.89 million as of March 31, 2024 to ₹8,788.95 million as of March
31, 2025, primarily due to an increase in other receivables to ₹8,312.20 million as of March 31, 2025 from
₹2,559.03 million as of March 31, 2024 as a result of the sale on March 24, 2025 of Motocare to Federal-Mogul
Motorparts (India) Limited for consideration of ₹8,293.51 million, which remained outstanding as of March 31,
2025 and was recorded in other receivables.
Current tax liabilities (net)
Our current tax liabilities (net) increased from ₹613.46 million as of June 30, 2024 to ₹1,210.40 million as of June
30, 2025, and from ₹288.08 million as of March 31, 2024 to ₹996.62 million as of March 31, 2025, primarily due
to tax payable as a result of the sale on March 24, 2025 of Motocare to Federal-Mogul Motorparts (India) Limited
for a consideration of ₹8,293.51 million.
Non-GAAP Financial Measures

In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures
are useful to investors in evaluating our operating performance. We use the following Non-GAAP financial
information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe
that Non-GAAP financial information, when taken collectively with financial measures prepared in accordance

509
with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating
our ongoing operating results and trends and in comparing our financial results with other companies in our
industry because it provides consistency and comparability with past financial performance. However, our
management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures
determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as
an analytical tool and should not be considered in isolation or as a substitute for financial information presented
in accordance with Ind AS. Non-GAAP financial information may be different from similarly titled Non-GAAP
measures used by other companies. The principal limitation of these Non-GAAP financial measures is that they
exclude significant expenses and income that are required by Ind AS to be recorded in our financial statements,
as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of
judgement by management about which expenses and income are excluded or included in determining these Non-
GAAP financial measures. Investors are encouraged to review the related Ind AS financial measures and the
reconciliation of Non-GAAP financial measures to their most directly identifiable Ind AS financial measures
included below and to not rely on any single financial measure to evaluate our business.

For a reconciliation of the following Non-GAAP measures to the nearest Ind AS financial measures, see “Other
Financial Information” beginning on page 484.

Three months ended June 30, Fiscal


Particulars Units 2025* 2024* 2025 2024 2023
VAR(1) ₹ million 11,665.36 10,849.24 43,801.21 42,686.07 39,020.00
EBITDA(2) ₹ million 2,288.80 2,129.18 8,152.39 6,120.85 5,706.34
EBITDA Margin (%) % 17.80% 16.76% 16.67% 11.19% 11.82%
(Basis Revenue from
Operations)(3)
EBITDA Margin (%) 19.62% 19.63% 18.61% 14.34% 14.62%
(Basis VAR) (4) %
PAT Margin (%) % 13.07% 11.83% 11.31% 7.62% 7.89%
(Basis Revenue from
Operations)(5)
PAT Margin (%) % 14.41% 13.85% 12.63% 9.76% 9.77%
(Basis VAR)(6)
Adjusted PAT(7) ₹ million 1,452.97 1,388.97 5,221.84 3,642.08 3,363.25
Adjusted PAT Margin % 11.30% 10.93% 10.68% 6.66% 6.97%
(%) (Basis Revenue
from Operations)(8)
Adjusted PAT Margin 12.46% 12.80% 11.92% 8.53% 8.62%
(%) (Basis VAR)(9) %
ROCE(10) % 16.29% 16.59% 56.78% 45.40% 33.51%
FCF / EBITDA(11) % 114.22% 54.81% 61.04% 63.75% 83.08%
Cash Conversion Days (23) (21) (24) (18) (10)
Cycle(12)
ROE(13) % 10.44% 15.12% 42.65% 38.05% 32.88%
Adjusted ROE(14) % 10.65% 13.97% 49.68% 33.25% 29.02%
Net Debt(15) ₹ million (3,475.69) (1,683.52) (2,662.06) (1,679.77) (3,802.26)
Net Debt to Equity Number (0.22) (0.17) (0.17) (0.17) (0.31)
Ratio (16) of times
Net Debt to EBITDA Number (1.52) (0.79) (0.33) (0.27) (0.67)
Ratio (17) of times
Fixed Assets Turnover Number 2.31 2.12 8.37 9.07 7.76
Ratio(18) of times
Net Working Capital 1,550.77 923.38 1,778.29 806.30 2,915.34
(19) ₹ million
Net Working Capital Number 11 7 13 5 22
Days (20) of Days
Notes: *Not annualized except where specifically mentioned.
(1)
Value added Revenue (VAR) means revenue from operations after excluding the cost of substrates.
(2)
EBITDA refers to earnings before interest, tax, depreciation and amortization and is calculated as restated profit for the period/year
plus total tax expense, finance cost, depreciation and amortization expense minus other income.
(3)
EBITDA Margin (%)(Basis Revenue from Operations) is calculated as EBITDA as a percentage of revenue from operations.
(4)
EBITDA Margin (%) (Basis VAR) is calculated as EBITDA as a percentage of VAR.
(5)
PAT Margin (%) or PAT Margin (%) (Basis Revenue from Operations) is calculated as Restated profit for the period/year as a
percentage of Revenue from Operations.

510
(6)
PAT Margin % (Basis VAR) is calculated as Restated profit for the period/year as a percentage of VAR.
(7)
Refers to Adjusted Restated Profit for the period/Year (“Adjusted PAT”) and is calculated as Restated profit for the period/year less
other income (net of tax).
(8)
Adjusted PAT Margin (%) (Basis Revenue from Operations) is calculated as Adjusted PAT as a percentage of revenue from operations.
(9)
Adjusted PAT Margin (%) (Basis VAR) is calculated as Adjusted PAT as a percentage of VAR.
(10)
Return on Capital Employed is calculated as earnings before interest and taxes (EBIT) as a percentage of Capital Employed. EBIT is
calculated as Restated profit for the period/year plus finance cost plus total tax expense less other income. Capital employed is
calculated as sum of Total Equity, Total Debt (including lease liabilities), Deferred tax liabilities minus Intangible assets, Deferred tax
assets, Capital redemption reserve, Capital Reserve on Business Combination and Capital reserve.
(11)
Free cash flow (“FCF”) / EBITDA is calculated as FCF divided by EBITDA. FCF is calculated as net cash flow from operating
activities less capital expenditure.
(12)
Cash Conversion Cycle is calculated as the sum of Receivable Days and Inventory Days less Payable Days, rounded to the nearest
whole number. Receivable Days is calculated as average trade receivables divided by (revenue from operations divided by 365 for
Fiscals or 91 for three months ended June 30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Inventory
Days is calculated as average inventories divided by (cost of goods sold divided by 365 for Fiscals or 91 for three months ended June
30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Cost of goods sold comprises Cost of Materials
Consumed, Purchases of Stock in Trade and Changes in inventories of finished goods, semi-finished goods and Stock in trade. Payable
Days is calculated as average trade payables divided by (total purchases divided by 365 for Fiscals or 91 for three months ended June
30, 2025 and June 30, 2024 (as applicable)), rounded to the nearest whole number. Purchases includes purchase of stock-in-trade, raw
materials and packing materials. Average Trade payable included payables for purchases and vendor bill financing.
(13)
Return on Equity is calculated as restated profit for the period/year divided by Average Equity. Average Equity is calculated as average
of the total equity at the beginning and at the end of the relevant period/fiscal. Total equity refers to the sum of Equity attributable to
owners of Parent and Non-Controlling Interest.
(14)
Adjusted Return on Equity (“Adjusted ROE”) is calculated as Adjusted PAT divided by adjusted average equity. Adjusted average
equity is calculated as the average of adjusted closing equity and opening equity. Adjusted closing equity is calculated as closing equity
less exceptional items.
(15)
Net Debt is Calculated as Total Debt (including Lease Liabilities) less cash and cash equivalents.
(16)
Net Debt to Equity Ratio is calculated as Net Debt divided by Total Equity.
(17)
Net Debt to EBITDA Ratio is calculated as Net Debt divided by EBITDA.
(18)
Fixed Assets Turnover Ratio is calculated as Revenue from operations divided by Average Net Fixed Assets. Average Net Fixed Assets
is calculated as average of opening and closing balance of Property, Plant and Equipment and Capital work-in-progress as per the
Restated Consolidated Financial Information.
(19)
Net Working Capital is calculated as Current Assets (excluding assets classified as held for sale and receivables related to sale of
investment in Motocare India Private Limited classified under Other financial assets) less Current Liabilities (excluding liabilities
relating to assets held for sale), as per Restated Consolidated Financial Information.
(20)
Net Working Capital Days is calculated as 365 (for Fiscals) or 91 (for three months ended June 30, 2025 and June 30, 2024), multiplied
by Net Working Capital turnover, rounded off to zero decimals. Net working capital turnover is calculated as Net Working Capital
divided by Revenue from Operations.

Liquidity and Capital Resources

Historically, our primary liquidity requirements have been to finance our working capital needs and incremental
capital expenditure for manufacturing equipment. We have met these requirements through our cash flows from
operations and, in Fiscal 2023, through borrowings and cash flows from operations. In the last three Fiscal Years,
we did not need any capital infusions from our shareholders. As of June 30, 2025, we had ₹3,707.74 million in
cash and cash equivalents and ₹2.05 million of bank balances other than cash and cash equivalents. As of June
30, 2025, we had no bank borrowings, though we have uncommitted secured credit facilities for working capital
and other purposes for an aggregate amount of ₹3,543.70 million.

We believe our existing cash and cash equivalents, cash generated from operations and our working capital
facilities, will be sufficient to meet our working capital and capital expenditures needs for at least the next 12
months and beyond.

Cash Flows

The table below summarises the statement of cash flows, as per our restated consolidated statement of cash flows
for the periods/Fiscals indicated:

Three months ended June 30, Fiscal


2025 2024 2025 2024 2023
Particulars (₹ million) (₹ million) (₹ million) (₹ million) (₹ million)
Net cash inflow from operating 2,656.80 1,303.58 5,623.86 4,876.73 5,375.04
activities
Net cash outflow from investing (3.00) 15.52 (267.80) (301.41) (130.96)
activities
Net cash outflow from financing (1,805.04) (1,307.69) (4,327.81) (6,859.35) (3,943.91)
activities
Cash and cash equivalents at the 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76
end of the period/year

511
Operating Activities

Our net cash inflow from operating activities in the three months ended June 30, 2025 was ₹2,656.80 million,
while our operating cash flows before working capital changes was ₹2,307.80 million. Working capital changes
primarily consisted of a decrease in trade receivables of ₹969.58 million and an increase in trade payables of
₹735.98 million, which was partially offset by an increase in inventories of ₹241.02 million and an increase in
financial and other assets of ₹654.40 million. Income taxes paid were ₹407.23 million.

Our net cash inflow from operating activities in the three months ended June 30, 2024 was ₹1,303.58 million,
while our operating cash flows before working capital changes was ₹2,146.98 million. Working capital changes
primarily consisted of decrease in trade payables of ₹1,264.25 million and an increase in trade receivables of
₹115.78 million, which was partially offset by decreases in inventories of ₹222.29 million and financial and other
assets of ₹369.47 million and an increase in financial and other liabilities of ₹296.57 million. Income taxes paid
were ₹306.33 million.

Our net cash inflow from operating activities in Fiscal 2025 was ₹5,623.86 million, while our operating cash flows
before working capital changes was ₹8,225.42 million. Working capital changes primarily consisted of a decrease
in trade payables of ₹340.40 million and an increase in provisions and financial and other liabilities of ₹118.70
million, a decrease in financial and other assets of ₹340.78 million and a decrease in inventories of ₹516.17
million, which was partially offset by an increase in trade receivables of ₹1,288.41 million. Income taxes paid
were ₹1,948.40 million.

Our net cash inflow from operating activities in Fiscal 2024 was ₹4,876.73 million, while our operating cash flows
before working capital changes was ₹6,155.09 million. Working capital changes primarily consisted of a decrease
in trade payables, provisions and financial and other liabilities of ₹629.74 million and an increase in financial and
other assets of ₹180.87 million, which was partially offset by a decrease in inventories and trade receivables by
₹688.24 million. Income taxes paid were ₹1,155.99 million.

Our net cash inflow from operating activities in Fiscal 2023 was ₹5,375.04 million, while our operating cash flows
before working capital changes was ₹5,977.29 million. Working capital changes primarily consisted of an increase
in trade payables of ₹1,249.51 million, which was partially offset by increases in inventories and trade receivables
of ₹941.50 million. Income taxes paid were ₹1,345.41 million.

Investing Activities

Our net cash outflow from investing activities in the three months ended June 30, 2025 was ₹3.00 million, which
primarily consisted of purchase of property, plant and equipment, including capital work in progress and capital
advances (net of disposals) of ₹42.44 million, which was partially offset by interest received of ₹38.47 million
and proceeds from sale of property, plant and equipment of ₹1.33 million.

Our net cash inflow from investing activities in the three months ended June 30, 2024 was ₹15.52 million, which
primarily consisted of interest received of ₹21.87 million, dividend received of ₹125.21 million and proceeds
from sale of property, plant and equipment of ₹5.04 million, which was partially offset by purchase of property,
plant and equipment, including capital work in progress and capital advances (net of disposals) of ₹136.65 million.

Our net cash outflow from investing activities in Fiscal 2025 was ₹267.80 million, which consisted primarily of
purchase of property, plant and equipment, including capital work in progress and capital advances (net of
disposals) of ₹627.55 million, which was partially offset by dividend received of ₹294.19 million.

Our net cash outflow from investing activities in Fiscal 2024 was ₹301.41 million, which consisted primarily of
purchase of property, plant and equipment, including capital work in progress and capital advances (net of
disposals) of ₹968.64 million, which was partially offset by dividend received of ₹497.54 million.

Our net cash outflow from investing activities in Fiscal 2023 was ₹130.96 million, which consisted primarily of
purchase of property, plant and equipment, including capital work in progress and capital advances (net of
disposals) of ₹625.02 million, which was partially offset by dividend received of ₹431.88 million.

512
Financing Activities

Our net cash outflow from financing activities in the three months ended June 30, 2025 was ₹1,805.04 million,
and primarily included dividend paid of ₹1,716.61 million and interest paid of ₹70.16 million.

Our net cash outflow from financing activities in the three months ended June 30, 2024 was ₹1,307.69 million ,
and primarily included dividend paid of ₹1,251.72 million and interest paid of ₹40.39 million.

Our net cash outflow from financing activities in Fiscal 2025 was ₹4,327.81 million, and primarily included
dividend paid of ₹4,092.42 million and interest paid of ₹169.42 million.

Our net cash outflow from financing activities in Fiscal 2024 was ₹6,859.35 million, and primarily included
dividend paid of ₹5,591.17 million, ₹849.64 million returned to shareholders pursuant to a capital reduction and
interest paid of ₹231.96 million.

Our net cash outflow from financing activities in Fiscal 2023 was ₹3,943.91 million, and primarily included
dividend paid of ₹2,804.28 million, repayment of short-term borrowings of ₹1,040.66 million and interest paid of
₹195.42 million, partially offset by proceeds from short term borrowings of ₹131.10 million.

Indebtedness

As of June 30, 2025, we had no borrowings. The following table shows our Net Debt position as of the dates
indicated:

As of June 30, As of March 31,


2025 2024 2025 2024 2023
Particulars (₹ million) (₹ million) (₹ million) (₹ million) (₹ million)
Non-current lease liabilities 177.41 102.35 146.07 110.43 140.70
Current lease liabilities 54.64 56.27 50.85 40.53 32.08
Borrowings - - - - 139.72
Total debt 232.05 158.62 196.92 150.96 312.50
Cash and cash equivalents 3,707.74 1,842.14 2,858.98 1,830.73 4,114.76
Net Debt (3,475.69) (1,683.52) (2,662.06) (1,679.77) (3,802.26)

Our cash has exceeded our total debt over the three months ended June 30, 2025 and the last three Fiscals and
thus, we have been a Net Debt-free company over the three months ended June 30, 2025 and the last three Fiscals.

Cash Outflow for Capital Expenditures

In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023 our capital expenditures on
purchase of property, plant and equipment, including capital work in progress and capital advances were ₹42.44
million, ₹136.65 million, ₹647.81 million, ₹974.93 million, and ₹633.93 million, respectively. The capital
expenditure is a mix of growth capital expenditure (to facilitate expansion of capacity, and machinery for new
products) and maintenance capital expenditure. We generally lease our manufacturing facilities, even when the
building is custom-built to meet our specifications, and we invest in utilities and plant machinery. For additional
information on our leased properties, see “Our Business—Properties” on page 318.

Contractual Commitments

The table below sets forth our contractual commitments as of June 30, 2025.

(₹ in million)
Particulars As of June 30, 2025
Property, plant and equipment (net of advances paid) 478.38
Total 478.38

513
Contingent Liabilities

The following table sets forth our contingent liabilities as of June 30, 2025. These liabilities primarily relate to
tax demands and legal claims.
(₹ in million)
Particulars As of June 30, 2025
Stamp duty on demerger (including penalty) 196.57
Income tax matters 736.60
Customs 134.10
Central excise 5.54
Goods and service tax 70.27
Others 23.73

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other
entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Related Party Transactions

We enter into various transactions with related parties. For further information see “Other Financial Information
– Related Party Transactions” on page 491 of this Red Herring Prospectus.

Seasonality

Our operations are not subject to seasonality.

Quantitative and Qualitative Disclosures about Market Risks

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. We are exposed to credit risk from our operating activities, primarily trade
receivables.

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks
and diversifying bank deposits and accounts in different banks across the country.

Trade receivables

We closely monitor the credit-worthiness of the debtors through internal systems that are configured to define
credit limits of customers, thereby limiting the credit risk to pre-calculated amounts. We assess increase in credit
risk on an ongoing basis for amounts receivable that become past due and default is considered to have occurred
when amounts receivable become six months past due. Some of our customers offer vendor financing programs
at competitive rates through their banks or NBFC’s and without recourse to us. We evaluate these on the merits
and use them to our advantage to discount our receivables and convert them to cash. This mitigates our credit risk
significantly in addition to increasing our liquidity. Our trade receivables values and Receivable Days are shown
in the table below.

As of June 30, As of March 31,


Particulars Unit 2025 2024 2025 2024 2023
Trade receivables ₹ million 5,895.61 5,697.22 6,872.31 5,597.62 5,631.82
Receivable Days (1) days 45 40 47 37 42
(1) Receivable Days is calculated as average trade receivables divided by (revenue from operations divided by 365 for
Fiscals or by 91 for the three months ended June 30 (as applicable)), rounded to the nearest whole number.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost includes loans and advances to employees, security deposits and
others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such

514
amounts continuously, while at the same time internal control system in place ensure the amounts are within
defined limits.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
availability of funding through an adequate amount of committed credit facilities to meet obligations when due.
Due to the nature of the business, we maintain flexibility in funding by maintaining availability under committed
facilities. Management monitors rolling forecasts of our liquidity position and cash and cash equivalents on the
basis of expected cash flows. We take into account the liquidity of the market in which the entity operates. In
addition, our liquidity management policy involves projecting cash flows in our reporting currency and
considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against
internal and external regulatory requirements and maintaining debt financing plans.

Market Risk

Foreign currency risk

The Indian Rupee is our reporting currency. As a consequence, our results are presented in Indian Rupee and
exposures are managed against Indian Rupee accordingly. We are exposed to foreign exchange risk arising from
foreign currency transactions, primarily with respect to the US Dollar, Euro and Chinese Yuan. Foreign exchange
risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of
our Company. Considering the low volume of foreign currency transactions, our exposure to foreign currency risk
is limited and we hence do not use any derivative instruments to manage its exposure; this may however change
in future periods. Also, we do not use forward contracts and swaps for speculative purposes.

Significant Economic Changes

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that
materially affect or are likely to affect income from continuing operations. See “Risk Factors” and “–Principal
Factors Affecting Our Financial Condition and Results of Operations” on pages 59 and 498, respectively.

Unusual or Infrequent Events of Transactions

Except as described in this Red Herring Prospectus, there have been no other events or transactions that may be
described as “unusual” or “infrequent”.

Known Trends or Uncertainties

Our business has been affected and we expect will continue to be affected by the trends identified above in the
heading titled “–Principal Factors Affecting Our Financial Condition and Results of Operations” on page 498
and the uncertainties described in the section titled “Risk Factors” beginning on page 59. Except as described or
anticipated in this Red Herring Prospectus, there are no known factors which we expect will have a material
adverse impact on our revenues or income from continuing operations.

Future Relationship Between Cost and Income

Other than as described elsewhere in this Red Herring Prospectus, there are no known factors that might affect
the future relationship between costs and revenues.

Reservations, qualifications, matters of emphasis or adverse remarks

Period/Fiscal Entity Particulars Management Notes


A. Emphasis of matter
Three months Federal- “The auditor’s report dated 17 September “The management of Federal-Mogul
ended June 30, Mogul 2025 on the Special Purpose Interim Ignition Products India Limited (FMIPL)
2025 Ignition Consolidated Financial Statements of could not convene Annual General
Products Tenneco Clean Air India Limited for the Meeting of the shareholders within
India three month period ended 30 June 2025 stipulated time period resulting in non-
Limited includes following emphasis of matter compliances with applicable provisions
paragraph: (such as section 92, 96 and 137) of the

515
Period/Fiscal Entity Particulars Management Notes
With respect to one of its subsidiary Companies Act,2013. On 17 June 2025,
Federal- Mogul Ignition Products India the company filed the compounding
Limited (FMIPL), we draw attention to application under section 441 of the
Note 48 of the Special Purpose Interim Companies Act, 2013 before the Registrar
Consolidated Financial Statements, which of Companies. The potential impact
describes the status of convening the (including penalties or other regulatory
company's Annual General Meeting consequences, if any) arising from said
(AGM) within the prescribed timelines as non-compliance and consequential non-
specified under the Companies Act, 2013. compliances is currently not fully
On 17 June 2025, FMIPL filed the ascertainable, as the compounding
compounding application under section proceedings are yet to be concluded by the
441 of the Companies Act, 2013 before the authorities. The company has recognized
Registrar of Companies. The potential provision towards potential penal charges
impact (including penalties or other on an estimated basis in the in the Special
regulatory consequences, if any) arising Purpose Interim Consolidated Financial
from said non-compliance and Statement as at 30 June 2025.”
consequential noncompliances is currently
not fully ascertainable, as the
compounding proceedings are yet to be
concluded by the authorities. Based on
management's assessment, FMIPL has
recognized a provision towards potential
penal charges on an estimated basis in the
Special Purpose Interim Consolidated
Financial Statements as at 30 June 2025.
Our opinion is not modified in respect of
this matter”
Tenneco “Basis of Preparation and Restriction on
Automotive Distribution and Use: With respect to one
India of its subsidiary Tenneco Automotive
Private India Private Limited, We draw attention
Limited to note 2.1 to the Special Purpose Interim
Financial Statements, which describes the
basis of its preparation. The Special
Purpose Interim Financial Statements have
been prepared by the company’s
management for the purpose of preparation
of Special Purpose Restated Financial
Information of the company and to enable
Tenneco Clean Air India Limited
(formerly known as Tenneco Clean Air
India Private Limited) ("the Holding
Company") in preparation of its Special
Purpose Consolidated Interim Financial
Statements for the three months period
ended 30 June 2025, which in turn will be
required for the preparation of Restated
Consolidated Financial Information of the
Holding Company, to be included in the
Red Herring Prospectus (‘RHP’) and
Prospectus which is to be filed by the
Holding Company with Securities and
Exchange Board of India (SEBI), National
Stock Exchange of India Limited, BSE
Limited and Registrar of Companies,
Tamil Nadu and Andaman at Chennai, as
per the requirements of Section 26 of Part
I of Chapter III of the Act, read with the
Securities and Exchange Board of India
(Issue of Capital and Disclosure
Requirement) Regulations, 2018, as

516
Period/Fiscal Entity Particulars Management Notes
amended from time to time (“SEBI ICDR
Regulations”) in connection with the
proposed Initial Public Offer of equity
shares of the Holding Company.
Therefore, these Special Purpose Interim
Financial Statements may not be suitable
for another purpose. Our report is issued
solely for the aforementioned purpose and
for the use of Deloitte Haskins & Sells LLP
(‘Group Auditor’), in conjunction with
their audit of the special purpose interim
consolidated financial statements of the
Holding Company for the three months
period ended 30 June 2025, and
accordingly, should not be used, referred to
or distributed for any other purpose or to
any other party without our prior written
consent. Further, we do not accept or
assume any liability or any duty of care for
any other purpose for which or to any other
person to whom this report is shown or into
whose hands it may come without our prior
consent in writing. Our opinion is not
modified in respect of this matter.”
Three months Federal- “The auditor’s report dated 17 September “The management of Federal-Mogul
ended June 30, Mogul 2025 on the Special Purpose Interim Ignition Products India Limited (FMIPL)
2024 Ignition Consolidated Financial Statements of could not convene Annual General
Products Tenneco Clean Air India Limited for the Meeting of the shareholders within
India three month period ended 30 June 2024 stipulated time period resulting in non-
Limited includes following emphasis of matter compliances with applicable provisions
paragraph: (such as section 92, 96 and 137) of the
With respect to one of its subsidiary Companies Act,2013. On 17 June 2025,
Federal- Mogul Ignition Products India the company filed the compounding
Limited (FMIPL), we draw attention to application under section 441 of the
Note 46 of the Special Purpose Interim Companies Act, 2013 before the Registrar
Consolidated Financial Statements, which of Companies. The potential impact
describes the status of convening the (including penalties or other regulatory
company's Annual General Meeting consequences, if any) arising from said
(AGM) within the prescribed timelines as non-compliance and consequential non-
specified under the Companies Act, 2013. compliances is currently not fully
On 17 June 2025, FMIPL filed the ascertainable, as the compounding
compounding application under section proceedings are yet to be concluded by the
441 of the Companies Act, 2013 before the authorities. The company has recognized
Registrar of Companies. The potential provision towards potential penal charges
impact (including penalties or other on an estimated basis in the in the Special
regulatory consequences, if any) arising Purpose Interim Consolidated Financial
from said non-compliance and Statement as at 30 June 2024.”
consequential non-compliances is
currently not fully ascertainable, as the
compounding proceedings are yet to be
concluded by the authorities. Based on
management's assessment, FMIPL has
recognized a provision towards potential
penal charges on an estimated basis in the
Special Purpose Interim Consolidated
Financial Statements as at 30 June 2024.
Our opinion is not modified in respect of
this matter.”
Three months Tenneco “Basis of Preparation and Restriction on
ended June 30, Automotive Distribution and Use: With respect to one
2024 India of its subsidiary Tenneco Automotive

517
Period/Fiscal Entity Particulars Management Notes
Private India Private Limited, We draw attention
Limited to note 2.1 to the Special Purpose Interim
Standalone Financial Statements, which
describes the basis of its preparation. The
Special Purpose Interim Standalone
Financial Statements have been prepared
by the company’s management for the
purpose of preparation of Special Purpose
Restated Financial Information of the
company and to enable Tenneco Clean Air
India Limited (formerly known as Tenneco
Clean Air India Private Limited) ("the
Holding Company") in preparation of its
Special Purpose Consolidated Interim
Financial Statements for the three months
period ended 30 June 2024, which in turn
will be required for the preparation of
Restated Consolidated Financial
Information of the Holding Company, to
be included in the Red Herring Prospectus
(‘RHP’) and Prospectus which is to be filed
by the Holding Company with Securities
and Exchange Board of India (SEBI),
National Stock Exchange of India Limited,
BSE Limited and Registrar of Companies,
Tamil Nadu and Andaman at Chennai, as
per the requirements of Section 26 of Part
I of Chapter III of the Act, read with the
Securities and Exchange Board of India
(Issue of Capital and Disclosure
Requirement) Regulations, 2018, as
amended from time to time (“SEBI ICDR
Regulations”) in connection with the
proposed Initial Public Offer of equity
shares of the Holding Company.
Therefore, these Special Purpose Interim
Standalone Financial Statements may not
be suitable for another purpose. Our report
is issued solely for the aforementioned
purpose and for the use of Deloitte Haskins
& Sells LLP (‘Group Auditor’), in
conjunction with their audit of the special
purpose interim consolidated financial
statements of the Holding Company for the
three months period ended 30 June 2024,
and accordingly, should not be used,
referred to or distributed for any other
purpose or to any other party without our
prior written consent. Further, we do not
accept or assume any liability or any duty
of care for any other purpose for which or
to any other person to whom this report is
shown or into whose hands it may come
without our prior consent in writing. Our
opinion is not modified in respect of this
matter.”
Fiscal 2025 Federal- “The auditor’s report dated 29 June 2025 “The management of Federal-Mogul
Mogul on the consolidated financial statements of Ignition
Ignition Tenneco Clean Air India Limited for the Products India Limited (FMIPL) could not
Products year ended 31 March 2025 includes convene Annual General Meeting of the
following emphasis of matter paragraph: shareholders within stipulated time period

518
Period/Fiscal Entity Particulars Management Notes
India resulting in non-compliances with
Limited With respect to one of its subsidiary applicable provisions (such as section 92,
Federal-Mogul Ignition Products India 96 and 137) of the Companies Act, 2013.
Limited (FMIPL), we draw attention to On 17 June 2025, company filed the
Note 49(i) to the consolidated financial compounding application under section
statements, which describes the status of 441 of the Companies Act, 2013
convening the company’s Annual General before the Registrar of Companies. The
Meeting (AGM) within the prescribed potential impact (including penalties or
timelines as specified under the Companies other regulatory consequences, if any)
Act, 2013. On 17 June 2025, the company arising from said noncompliance and
filed the compounding application under consequential non-compliances is
section 441 of the Companies Act, 2013 currently not fully ascertainable, as the
before the Registrar of Companies. The compounding proceedings are yet to be
potential impact (including penalties or concluded by the authorities. The company
other regulatory consequences, if any) has recognized provision towards potential
arising from said non-compliance and penal charges on an estimated basis in the
consequential non-compliances is consolidated financial statements for the
currently not fully ascertainable, as the year ended 31 March 2025.”
compounding proceedings are yet to be
concluded by the authorities. Based on
management’s assessment, the company
has recognised a provision towards
potential penal charges on an estimated
basis in the consolidated financial
statement for the year ended 31 March
2025. Our opinion is not modified in
respect of this matter”
Fiscal 2024 Tenneco “The auditor’s report dated 29 June, 2025 -
Clean Air on the special purpose consolidated
India financial statements of Tenneco Clean Air
Limited India Limited for the year ended 31 March
2024 includes following emphasis of
matter paragraph:

Basis of Accounting and Restriction on


Distribution and Use:

(a) We draw attention to Note 2.1 to


the Special Purpose
Consolidated Financial
Statements, which describes the
purpose and basis of preparation.
The Special Purpose
Consolidated Financial
Statements have been prepared
by the Company solely for the
purpose of preparation of the
restated consolidated financial
information as required under
the Securities and Exchange
Board of India (Issue of Capital
and Disclosure Requirements)
Regulations, 2018 as amended
from time to time (the “ICDR
Regulations”) in relation to the
proposed initial public offering
of the Company and to comply
with the general directions dated
October 28, 2021 received from
Securities and Exchange Board
of India (SEBI) by the Company
through Lead Managers (the
“SEBI Communication”). As a

519
Period/Fiscal Entity Particulars Management Notes
result, the Special Purpose
Consolidated Financial
Statements may not be suitable
for any another purpose and are
not financial statements prepared
pursuant to any requirements
under Section 129 of the Act, as
amended. The Special Purpose
Consolidated Financial
Statements cannot be referred to
or distributed or included in any
offering document or used for
any other purpose except with
our prior consent in writing. Our
report is intended solely for the
purpose of preparation of the
restated consolidated financial
information and to comply with
SEBI Communication and is not
to be used, referred to or
distributed for any other purpose
without our prior written
consent.”
Federal (b) “With respect to one of its “The management of Federal-
Mogul subsidiary Federal-Mogul Mogul Ignition Products India
Ignition Ignition Products India Limited, Limited (FMIPL) noted
Products a significant difference of Rs. significant difference of Rs. 40.3
India 40.3 million between the million between physical
Limited physical inventory count inventory counting conducted in
conducted in December 2023 December 2023 and perpetual
and the perpetual inventory inventory records of FMIPL.
records of the company was The management of FMIPL was
noted. The management was unable to provide adequate
unable to provide adequate quantification for the reasons
quantification against various identified for discrepancy, and
potential causes identified for FMIPL has charged the entire
this discrepancy, and the amount to the statement of profit
company has charged the entire and loss under ”Cost of
amount to the statement of profit Materials Consumed.” during
and loss under ”Cost of raw the year ended 31 March 2024.
materials consumed“ for the year The Board of Directors of
ended 31 March 2024. Although FMIPL, engaged an independent
the physical inventory count and firm to investigate the reasons
roll-forward procedures for for such significant difference
inventory balance as at 31 March and concluded that, there has not
2024 were found to be been any indication of wrong-
appropriate, the lack of doings by employees of the
supporting evidence to reconcile FMIPL. The Board of Directors
the earlier difference raised concluded that all
concerns about the possibility of identified/required adjustments
misappropriation of inventory or have been recorded in the
other irregularities. Accordingly, Special Purpose Consolidated
in compliance with the Financial Statements and no
requirements of Section 143(12) further adjustments are required
of the Companies Act, 2013 read as at 31 March 2024 in respect of
with Rule 13(1)(ii) of the these matters. Further, FMIPL
Companies (Audit and Auditors) did not have appropriate internal
Rules, 2014 (as amended), we controls for maintenance of
had reported this matter to the records evidencing the recording
Central Government on 06 of consumption of materials
January 2025, as the unexplained which could result in potential
discrepancy may indicate a misstatements in Cost of raw
potential fraud. The Board of materials consumed and the
Directors have taken necessary inventory. The Board of
actions and have confirmed that Directors have already approved
all identifiable adjustments have the appropriate remedial action

520
Period/Fiscal Entity Particulars Management Notes
been made to the Restated plan in respect of these control
Consolidated Financial deficiencies.
Information as at and for the year
ended 31 March 2024.” The Board of Directors noted
that in compliance with the
requirements of Section 143(12)
of the Companies Act, 2013 read
with Rule 13(1)(ii) of the
Companies (Audit and Auditors)
Rules, 2014 (as amended), the
statutory auditors had reported
this matter to the Central
Government
on January 6, 2025, as the
unexplained discrepancy may
indicate a potential fraud.
However, the subsequent
physical inventory count and
roll-forward procedures for
inventory balance as at 31 March
2024 were found to be
appropriate.”

Federal (c) “With respect to one of its “The management of Federal-


Mogul subsidiary Federal-Mogul Mogul Ignition Products India
Ignition Ignition Products India Limited Limited (FMIPL) could not
Products (FMIPL), Annual General convene Annual General
India Meeting (AGM) of the Meeting of the shareholders
Limited shareholders could not be within stipulated time period
convened within the prescribed resulting in non-compliances
timelines as specified under the with applicable provisions (such
Companies Act, 2013. The as section 92, 96 and 137) of the
potential impact (including Companies Act, 2013. The
penalties or other regulatory consequential impact (including
consequences, if any) arising penalty and other regulatory
from said non-compliance and consequences, if any) of these
consequential non-compliance is non- compliances will be only
currently not fully ascertainable, known post the conclusion of
as the compounding proceedings compounding proceedings. The
are yet to be initiated. However, company has recognized
based on management’s provision of Rs 2.15 million
assessment, the company has towards potential penal charges
recognised a provision of Rs. on an estimated basis in the
2.15 million towards potential Special Purpose Consolidated
penal charges on an estimated Financial Statements for the year
basis in the Restated ended 31 March 2024.”
Consolidated Financial
Information for the year ended
31 March 2024.”
Fiscal 2023 Tenneco ”The auditor’s report dated 29 June, 2025 -
Clean Air on the special purpose consolidated
India financial statements for the year ended 31
Limited March 2023 includes following emphasis
and of matter paragraph:
Tenneco
Automotive
Basis of Accounting and Restriction on
India
Distribution and Use:
Private
Limited (a) We draw attention to Note 2.1 to
the Special Purpose
Consolidated Financial
Statements, which describes the
purpose and basis of preparation.
The Special Purpose
Consolidated Financial

521
Period/Fiscal Entity Particulars Management Notes
Statements have been prepared
by the Parent solely for the
purpose of preparation of the
restated consolidated financial
information as required under
the Securities and Exchange
Board of India (Issue of Capital
and Disclosure Requirements)
Regulations, 2018 as amended
from time to time (the “ICDR
Regulations”) in relation to the
proposed initial public offering
of the Parent and to comply with
the general directions dated
October 28, 2021 received from
Securities and Exchange Board
of India (SEBI) by the Parent
through Book Running Lead
Managers (the “SEBI
Communication”). As a result,
the Special Purpose
Consolidated Financial
Statements may not be suitable
for any another purpose and are
not financial statements prepared
pursuant to any requirements
under Section 129 of the Act, as
amended. The Special Purpose
Consolidated Financial
Statements cannot be referred to
or distributed or included in any
offering document or used for
any other purpose except with
our prior consent in writing. Our
report is intended solely for the
purpose of preparation of the
restated consolidated financial
information and to comply with
SEBI Communication and is not
to be used, referred to or
distributed for any other purpose
without our prior written
consent.”
(b) “With respect to one of its “Tenneco Automotive India
subsidiary Tenneco Automotive Private Limited (TAIPL) has
India Private Limited, We draw resulted in the non-compliance
attention to note 47 to the Special of the provisions of Section 92,
Purpose Consolidated Financial 96, 129 and 137 of the
Statements, which states that the Companies Act, 2013 (‘the
company has not complied with Act’), with respect to filing of
provisions of Section 92, 96, 129 annual return with the Registrar
and 137 of the Companies Act, of Company (ROC), conducting
2013 (‘the Act’), with respect to its Annual General Meeting
filing of annual return with the (‘AGM’), laying of its financial
Registrar of Company (ROC), statements in such AGM and
conducting its Annual General submission of financial
Meeting (‘AGM’), laying of its statements with the ROC within
financial statements in such the prescribed timelines for the
AGM and submission of year ended 31 March 2023.”
financial statements with the
ROC within the prescribed
timelines for the year ended 31
March 2023. Our Opinion is not
modified in respect of these
matters.”

522
Period/Fiscal Entity Particulars Management Notes
Matters appearing in the Audit qualifications in the Independent Auditor’s Report on the Internal Financial Control
with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act
Fiscal 2023 Tenneco “Matters appearing in the Audit “Subsequent to year ended 31 March 2023,
Automotive qualifications in the Independent Auditor’s the management of Tenneco Automotive
India Report on the internal financial controls India Private Limited (TAIPL) had
Private with reference to standalone financial identified that an employee was
Limited statements under Clause (i) of Sub-section manipulating existing controls around
3 of Section 143 of the Companies Act, vendor payments fraudulently to
2013 (‘the Act’) for the year ended 31 misappropriate funds on multiple occasion
March 2023: during current year and preceding years by
According to the information and making payments to other accounts instead
explanations given to us and based on our of concerned vendor accounts. TAIPL has
audit, the following material weakness has appointed external agencies for fact-based
been identified as at 31 March 2023: investigation, forensic data analysis,
The company’s internal financial controls analysis/ reporting on defined aspects of
had inadequate segregation of duties, user activity etc. Based on the TAIPL
supervisory controls over vendor payments management’s internal assessment and
and timely reconciliations thereof, which reports received from external agencies,
has resulted in misappropriation of funds the financial impact of this fraud is
through fraudulent payments as explained estimated to be Rs.194 million. TAIPL has
in Note 51 to the accompanying standalone taken disciplinary proceeding against the
financial statements, impacting trade concerned employee and is in the process
payable balances and its consequential of enhancing supervisory and monitoring
impact on the earnings, reserves and controls around vendor payment process.”
surplus and related disclosures in the
financial statements.

A ‘material weakness’ is a deficiency, or a


combination of deficiencies, in internal
financial controls with reference to
financial statements, such that there is a
reasonable possibility that a material
misstatement of the company’s annual or
interim financial statements will not be
prevented or detected on a timely basis.

In our opinion, except for the possible


effects of the material weaknesses
described above on the achievement of the
objectives of the control criteria, the
company has, in all material respects,
adequate internal financial controls with
reference to financial statements and such
controls were operating effectively as of 31
March 2023, based on the internal control
with reference to financial statements
criteria established by the company
considering the essential components of
internal control stated in the Guidance
Note on Audit of Internal Financial
Controls Over Financial Reporting issued
by the ICAI.

We have considered the material


weaknesses identified and reported above
in determining the nature, timing, and
extent of audit tests applied in our audit of
the financial statements of the company as
at and for the year ended 31 March 2023,
and the material weaknesses does not
affect our opinion on the financial
statements of the company.”

523
Further, there are also matters reported under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 for
Tenneco Automotive India Private Limited for Fiscal 2025 and 2024 pertaining to audit trail feature not being
enabled at database level for accounting software to log any direct data changes. Additionally, statements/
comments are reported in the Companies (Auditor’s Report) Order, 2020 (CARO 2020) in relation to Tenneco
Automotive India Private Limited for Fiscal 2025, 2024 and 2023. For details, see “Restated Consolidated
Financial Information- Material accounting policies and other explanatory notes to Restated Consolidated
Financial Information- Basis of preparation, measurement and material accounting policies- Basis of
preparation, measurement and material accounting policies” on page 392. In this regard, TAIPL is considering
corrective steps, including discussions with third-party IT service providers to evaluate the feasibility of
implementing software that provides an audit-trail feature. Further, we are reinitiating the compliance tool
Lexcomply to strengthen statutory compliance and assigning process owners to ensure timely adherence and
payment of statutory dues.
For risks in this regard, see “Risk Factors – Internal Risk Factors – 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 ended June 30, 2025 and
2024 and Fiscal 2025, 2024 and 2023.” on page 70.

New Products or Business Segments

Except as disclosed in “Our Business” beginning on page 267, and products that we announce in the ordinary
course of business, we have not announced and do not expect to announce in the near future any new products or
business segments.

Supplier or Customer Concentration

We depend on a limited number of suppliers to procure our raw materials and certain components. For further
details, see “Risk Factors – Internal Risk Factors – 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 and 2024 and Fiscals 2025, 2024 and 2023 our purchases of raw materials from
our top ten suppliers for the respective periods/Fiscals contributed to 31.54%, 31.22%, 30.18%, 39.52%, and
42.47% of our raw material purchases (net), respectively. For certain of our components such as pressed parts,
electrodes and bimetal strips, we are dependent on a single supplier. Interruptions in the supply of raw
materials and components could adversely affect our ability to manufacture our products, execute our projects
and consequently our business and results.” on page 76.

We are dependent on our top ten customers. For further details, see “Risk Factors – Internal Risk Factors – We
are dependent on our top ten customers. Our top ten customers (based on Fiscal 2025) contributed 80.57%,
82.32%, 81.54%, 83.92% and 77.79% of our revenue from operations in the three months ended June 30, 2025
and 2024 and Fiscals 2025, 2024 and 2023, respectively. 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.”
on page 63.

Competitive Conditions

We operate in a competitive environment. For information on our competitive conditions and our competitors,
see “Industry Overview”, “Risk Factors – Internal Risk Factors – We face competition from both domestic as
well as multinational corporations and there is no assurance that we will be able to successfully compete in the
markets we currently operate in or those that we plan to expand into. Our inability to compete effectively could
result in the loss of customers and our market share, which could have an adverse effect on our business,
financial condition, results of operations and prospects.” and “Our Business – Competition” on pages 195, 108
and 320, respectively.

Significant Developments after June 30, 2025 that may affect our future results of operations

Except as stated in this Red Herring Prospectus, no circumstances have arisen since the date of the Restated
Consolidated Financial Information as disclosed in this Red Herring Prospectus which materially and adversely
affect or are likely to affect our operations or profitability, or the value of our assets or our ability to pay our
material liabilities within the next twelve months.

Further, our Company has declared and paid a dividend on the Equity Shares amounting to ₹8,649.24 million

524
during the period from July 1, 2025 till the date of the Red Herring prospectus.

Our Board, on June 4, 2025, noted that pursuant to the share purchase agreement dated March 24, 2025 executed
amongst TAIPL (which later became our Subsidiary with effect from March 26, 2025), Motocare and Federal-
Mogul Motorparts (India) Limited (“Motorparts”) (such agreement, the “Motocare SPA”), TAIPL transferred
all the shares of Motocare held by it to Motorparts for an aggregate consideration of ₹8,293.51 million (“Purchase
Consideration”) which, together with the applicable interest on thereon, was agreed to be paid by Motorparts to
TAIPL on a deferred basis in accordance with the terms of the Motocare SPA and in accordance with applicable
law. This amount, aggregating to ₹8,617.47 million, was received by TAIPL on July 17, 2025, and August 12,
2025, and was then paid as a dividend by TAIPL to our Company in full on July 22, 2025, and August 14, 2025.
Subsequently, our Board declared an interim dividend to our Shareholders pursuant to a Board resolution dated
July 28, 2025, and August 18, 2025, amounting to ₹3,499.25 million and ₹5,149.99 million, respectively,
aggregating to ₹8,649.24 million.

See, “Risk Factors – Internal Risk Factors – Our ability to pay dividends in the future will depend on our
earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of
our financing arrangements.” on page 72 of this Red Herring Prospectus.

Critical Accounting Policies

Revenue Recognition

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts
collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good
(or a bundle of goods) to the customer and is the unit of account in Ind AS 115. A contract’s transaction price is
allocated to each distinct performance obligation and recognized as revenue, as or when, the performance
obligation is satisfied. Revenue towards satisfaction of a performance obligation is measured at the amount of
transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of
goods sold and services rendered is net of variable consideration on account of various discounts and schemes
offered by us as part of the contract. We recognize revenue from the following major sources:

i. Sale of products:

Revenue from sale of products is measured based on the consideration specified in a contract with a
customer and excludes amounts collected on behalf of third parties. It is measured at consideration
received or receivable, net of returns and allowances, trade discounts and volume rebates. We recognize
revenue when we transfer control over a product to a customer, i.e., when goods are delivered at the
delivery point, as per terms of the agreement, which could be either customer premises or carrier
premises, where goods will be delivered to the customer. When payments received from customers
exceed the revenue recognized to date on a particular contract, any excess (a contract liability) is reported
in the Balance Sheet under other current liabilities.

Satisfaction of performance obligations

Our revenue is derived from the single performance obligation to transfer primarily products under
arrangements in which the transfer of control of the products and the fulfilment of our performance
obligation occur at the same time. Revenue from the sale of goods is recognized when we have
transferred control of the goods to the buyer and the buyer obtains the benefits from the goods, the
potential cash flows and the amount of revenue (the transaction price) can be measured reliably, and it is
probable that we will collect the consideration to which we are entitled to in exchange for the goods.

Whether the customer has obtained control over the asset depends on when the goods are made available
to the carrier or the buyer takes possession of the goods, depending on the delivery terms. For us,
generally the criteria to recognize revenue has been met when its products are delivered to its customers
or to a carrier who will transport the goods to its customers, this is the point in time when we have
completed our performance obligations. Revenue is measured at the transaction price of the consideration
received or receivable, the amount we expect to be entitled to.

Payment terms

525
The sale of goods is typically made under credit payment terms differing from customer to customer and
ranges between 30-60 days.

ii. Interest:

Interest income is recorded on accrual basis.

iii. Revenue from services

Revenue from sale of services is recognized upon rendering the services based on
agreements/arrangements with the concerned parties For fixed price contracts, revenue is recognized
based on the actual service provided to the end of the reporting period as a proportion of the total services
to be provided overtime since our performance does not create an asset with an alternative use to us and
we have an enforceable right to payment for performance completed to date.

We provide designing services for customized tools to its customers and recognizes its revenue over time
using an input method to measure progress towards complete satisfaction of tool designing.

We recognize revenue from designing of tools over time if it can reasonably measure its progress towards
complete satisfaction of the performance obligation.

Where we cannot reasonably measure the outcome of a performance obligation, but we expect to recover
the costs incurred in satisfying the performance obligation, in those circumstances, we recognize revenue
only to the extent of the costs incurred until such time that it can reasonably measure the outcome of the
performance obligation.

iv. Revenue from development of customer paid tools:

We incur pre-production tooling costs related to the products developed for its customers under supply
arrangements. Tooling income (net) represents amounts recovered from customers, which are in excess
of development costs incurred by us to manufacture such tools, similarly tooling cost (net) represents
costs incurred us in excess of amounts recovered from customers. We recognize such tooling income
(net)/ tooling cost (net) when the control of the goods have passed on to the customer. We expense all
pre-production tooling costs related to customer owned tools for which reimbursement is not
contractually guaranteed by the customer or for which the customer has not provided a non- cancellable
right to use the tooling, at the time of their estimation. When it is probable that total development costs
will exceed the tooling revenue, the expected loss is recognized as an expense in the Restated
Consolidated Statement of Profit and Loss in the period in which such probability occurs.

The tooling income (net) is deferred and recognized over the initial contract period over which supply of
goods using developed tools will be made available to the customer. The contract period is generally 3
to 5 years, so tooling income is recognized accordingly. The deferred portion of such income is
recognized as deferred income in financial statements.

v. Contract assets

A contract asset is our right to consideration in exchange for goods or services that we have transferred
to the customer. A contract asset becomes a receivable when our right to consideration is unconditional,
which is the case when only the passage of time is required before payment of the consideration is due.
The impairment of contract assets is measured, presented and disclosed on the same basis as trade
receivables. The contract asset comprises deferred income which relates to expenses incurred but which
are not yet billed as per the terms of contract.

Our contract assets are disclosed in Note 6(b), Note 6(f) and Note 18.

vi. Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which we have
received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before we transfer goods or services to them, a contract liability is recognized when the

526
payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as
revenue when we perform under the contract. The contract liability comprises unearned income which
relates to excess of invoicing over cost incurred for a particular project.

Our contract liabilities are disclosed in Note 15 and Note 18.

vii. Export Benefits/Incentives:

Export entitlements under the Duty Entitlement Pass Book (DEPB) Scheme / Duty Drawback Scheme
are recognized in the Special Purpose Statement of Profit and Loss when we receive the same.

Property, plant and equipment

Recognition and initial measurement

Property plant and equipment are stated at their cost of acquisition. The cost comprises purchase price, borrowing
cost if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition
for the intended use. Any trade discount and rebates are deducted in arriving at the purchase price. Subsequent
costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to us. All other repair and maintenance
costs are recognized in the Restated Consolidated Statement of Profit and Loss as incurred.

Subsequent measurement (depreciation and useful lives)

Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment
losses. Depreciation on property, plant and equipment is provided on a straight-line basis, computed on the basis
of useful lives (as set out below) prescribed in Schedule II to the Companies Act, 2013:

Asset Class Estimated useful life (in years)


Plant and machinery 5-15 years
Furniture and fixtures 10 years
Office equipment 5 years
Computers 3 years
Vehicles 8 years
Buildings 30 years

The residual values, useful lives and method of depreciation are reviewed at each financial year end and adjusted
prospectively, if appropriate.

De-recognition

An item of property, plant and equipment and any significant part initially recognized is derecognized upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on
de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount
of the asset) is included in the income statement when the asset is derecognized.

Intangible assets

Recognition and initial measurement

Intangible assets (computer software) are stated at their cost of acquisition. The cost comprises purchase price,
borrowing cost if capitalization criteria are met and directly attributable cost of bringing the asset to its working
condition for the intended use.

Subsequent measurement (amortization)

The cost of capitalized software is amortized over a period of 5 years from the date of its acquisition.

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Leases

Our operations as a lessee

Our leased asset classes primarily consist of leases for land and building. We assess whether a contract contains
a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the
use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys
the right to control the use of an identified asset, we assesses whether: (i) the contract involves the use of an
identified asset, (ii) we have substantially all of the economic benefits from use of the asset through the period of
the lease, and (iii) we have the right to direct the use of the asset.

We recognize a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which
it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases
of low value assets. For these short term or low value asset leases, we recognize the lease payments as an operating
expense on a straight-line basis over the term of the lease unless another systematic basis is more representative
of the time pattern in which economic benefits from the leased asset are consumed.

At the date of commencement of the lease, we recognize a right-of-use asset (“ROU”) and a corresponding lease
liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less
(short-term leases) and low value leases. For these short-term and low value leases, we recognize the lease
payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements
include options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities
include these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct
costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and
impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over
the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The
lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates in the country of domicile of these leases. Lease payments included in the
measurement of the lease liability are made up of fixed payments (including in substance fixed payments) and
variable payments based on an index or rate. Subsequent to initial measurement, the liability will be reduced for
payments made and increased for interest. Lease liabilities are remeasured with a corresponding adjustment to the
related right of use asset if we change our assessment of whether it will exercise an extension or a termination
option.

Inventories

Inventories are valued as follows:

Raw materials, components, Lower of cost and net realizable value. Cost represents purchase
stores and spares and packing material price and other direct costs and is determined on a moving weighted average
cost basis. However, materials and other items held for use in the production
of inventories are not written down below cost if the finished products in
which they will be incorporated are expected to be sold at or above cost.
Work-in-progress Lower of cost and net realizable value. Cost for this purpose
includes material, labor and appropriate allocation of overheads. Cost is
determined on a moving weighted average basis.
Finished Goods: Lower of cost and net realizable value. Cost for this purpose
- Manufactured includes material, labor and appropriate allocation of overheads. Cost is
determined on a moving weighted average basis.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale. Provision for obsolescence is determined based on
management’s assessment and is charged to the Restated Consolidated Statement of Profit and Loss.

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Foreign Currency Transactions

Functional and presentation currency

The Restated Consolidated Financial Information are presented in Indian Rupees (‘INR or Rs’), which is also our
functional and presentation currency.

Transactions and balances

Foreign currency transactions are recorded in the functional currency, by applying to the exchange rate between
the functional currency and the foreign currency at the date of the transaction.

Foreign currency monetary items outstanding at the balance sheet date are converted to functional currency using
the closing rate. Non-monetary items denominated in a foreign currency which are carried at historical cost are
reported using the exchange rate at the date of the transactions.

Exchange differences arising on such conversion and settlement at rates different from those at which they were
initially recorded, are recognized in the Restated Consolidated Statement of Profit and Loss in the period in which
they arise.

Retirement and other employee benefits

i. Defined Contribution Plans:

These are plans in which we pay pre-defined amounts to funds administered by a government authority
or a company and do not have any legal or constructive obligation to pay additional sums. These comprise
contributions in respect of Employees’ Provident Fund and Employees’ State Insurance. Our payments
to the defined contribution plans are recognized as employee benefit expenses when they are due.

ii. Defined Benefit Plans:

Gratuity liability under the Payment of Gratuity Act is accrued on the basis of an actuarial valuation
made at the end of each financial period. The actuarial valuation is done as per projected unit credit
method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited
or charged to other comprehensive income in the period in which such gains or losses are determined.

iii. Short term compensated absences are provided for based on estimates. Long term compensation liability
for leave encashment is determined in accordance with our policy and is measured on the basis of
valuation by an independent actuary at the end of the financial year. The actuarial valuation is done as
per projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged
to the Restated Consolidated Statement of Profit and Loss in the period in which such gains or losses are
determined.

iv. Share based payments:

Share-based compensation benefits are provided to employees via plans of Tenneco LLC (formerly
Tenneco Inc.), Restricted Stock Units.

Restricted Stock Units (“RSUs”):

The fair value of RSUs is recognized as an employee benefit expense with a corresponding increase in
equity. The total amount to be expensed is determined by reference to the fair value of the RSUs vested.

The total expense is recognized over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each period, we revise ours estimates of the number

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of RSUs that are expected to vest based on the non-market vesting and service conditions. We recognize
the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment
to equity.

v. Bonus Plans:

We recognize a liability and an expense for bonuses. We recognize a provision where contractually
obliged or where there is a past practice that has created a constructive obligation.

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CAPITALISATION STATEMENT

The following table sets forth capitalisation, derived from our Restated Consolidated Financial Information as at
June 30, 2025, and as adjusted for the Offer. This table below should be read in conjunction with the sections
titled “Risk Factors”, “Restated Consolidated Financial Information” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, beginning on pages 59, 377 and 492, respectively.

(₹ in million, except ratios)


Particulars Pre-Offer as at June 30, As adjusted for the
2025 proposed Offer(2)
Total Borrowings
Non-current borrowings(1) (A) -
Current borrowings (1) (B) -
Total Borrowings (C) = (A+B) -

Total Equity
Refer notes below.
Equity share capital(1) (D) 4,036.04
Other equity(1) (E) 12,016.48
Non-Controlling Interest (F) 26.48
Total equity (G) = (D+E+F) 16,079.00
Non-current borrowings/Total equity (H) = (A/G) -
Total Borrowings /Total equity (I) = (C/G) -
(1)
These terms shall carry the meaning as per Schedule III of the Companies Act (as amended).
(2)
There will be no change in capital structure post the Offer since it is an initial public offering by way of an Offer for Sale by the Promoter
Selling Shareholder.

531
FINANCIAL INDEBTEDNESS

Our Company and Subsidiaries have availed certain credit facilities in its ordinary course of business, for meeting
its working capital requirements and other business requirements. For details regarding the borrowing powers of
our Board, see “Our Management – Borrowing Powers of our Board” on page 350.

The details of our aggregate indebtedness as on June 30, 2025 is provided below:
(in ₹ million)
Category of borrowing Sanctioned amount* Outstanding amount*
Borrowings of our Company
Secured borrowings
Term loans Nil Nil
Working capital facilities
Fund-based 700.00 Nil
Non-fund based 8.20 Nil
Unsecured borrowings
Working capital facilities
Fund-based 245.00 Nil
Non-fund based 5.00 Nil
Total (A) 958.20 Nil
Borrowings of the Subsidiaries
Secured borrowings
Term loans Nil Nil
Working capital facilities
Fund-based 1,290.00 Nil
Non-fund based 20.50 Nil
Unsecured borrowings
Working capital facilities
Fund-based** 1,275.00 Nil
Non-fund based Nil Nil
Total (B) 2,585.50 Nil
Total Indebtedness ((A) + (B)) 3,543.70 Nil
*
As certified by B.B. & Associates, Chartered Accountants (FRN No. 023670N), by way of their certificate dated November 5, 2025.
**
₹ 1,275 million of fund-based facility is sublimit and interchangeable with non-fund based facilities

Key terms of the borrowings availed by our Company and Subsidiaries:

Tenor: The tenor of the facilities availed by our Company is seven to 180 days. The tenor of the facilities availed
by our Subsidiaries for (i) credit arrangement through commercial cards is one year; (ii) working capital facilities
ranges up to one year; (iii) bank guarantee ranges up to 3 years.

Interest: The applicable rate of interest for the working capital facilities availed by our Company and Subsidiaries
are typically linked to benchmark rates, such as the marginal cost of lending rate (MCLR), a repo rate or a 3M/6M
BSBY LIBOR, over a specific period of time and spread per annum which is reset at periodic intervals, and are
generally as may be mutually agreed between the relevant lenders and our Company and our Subsidiaries as
applicable. The borrower in relation to some facilities availed by our Subsidiaries can also levy additional interest
rates in case there is a breach of terms and conditions as provided in the transaction documents.

Prepayment: The financing arrangements entered into by our Subsidiaries typically have prepayment provisions
which allow for prepayment of the outstanding loan amount subject to the prior approval of the lender or
intimation. For some facilities prepayment penalties are also stipulated as per the financing documents. The
financing arrangements entered into by our Company don’t have any prepayment provisions.

Repayment: Our Company is required to repay the borrowings on demand at any time by the lenders or on
termination of the facilities in accordance with the terms of the facility documents. Our Subsidiaries are required
to repay the borrowings on demand by the lenders or on maturity date.

Restrictive covenants: Borrowing arrangements entered into by our Company and our Subsidiaries typically
contain various restrictive conditions and covenants mandating either the prior written consent and/or an
intimation to our lenders in respect of certain corporate actions. An indicative list of such covenants is set forth
below:

532
(a) Change in the capital structure, auditors, constitutional documents, shareholding or management control;

(b) Implementation of a new scheme of expansion or creation of any subsidiary or permit any company to
become the subsidiary, or take up an allied line of business or manufacture;

(c) Declare or pay any dividend or authorise or make any distribution to the shareholders/ members/ partners
or permit withdrawal of amounts;

(d) Change in the accounting methods or policies currently followed by the borrower;

(e) Merger, demerger, amalgamation, consolidation, re-organisation, scheme of arrangement, corporate


reconstruction or compromise with the creditors or shareholders; and

(f) Execution of any management contract or similar arrangement through which substantial business or
operations are managed by any other person.

Events of Default: In terms of the borrowing arrangements entered into by our Company and our Subsidiaries,
the occurrence of any of the following, inter alia, constitutes an event of default:

(a) Non-payment or default in payment of principal and/or interest due on the loan obligations;

(b) Breach of any representations, warranties, declaration, covenants or any other conditions under the
transaction documents;

(c) If it becomes unlawful for the borrower or any other person including the lender to perform any of their
respective obligations under the transaction documents;

(d) If the borrower undergoes bankruptcy, insolvency or dissolution process;

(e) If the borrower is unable to pay any of its indebtedness or has admitted in writing its inability to pay any
of its indebtedness as it matures; and

(f) Cross-default.

Consequences of events of default: In terms of the borrowing arrangements of our Company and our Subsidiaries,
the following, inter alia, are the consequences of occurrence of events of default, including:

(a) termination/ cancellation of the sanctioned facilities;

(b) suspension of access to withdrawals of the facilities; and

(c) Enforcement of the security (including any guarantee or letter of comfort or undertaking);

This is an indicative list and there may be additional terms that may require the consent of the relevant lender, the
breach of which may amount to an event of default under various borrowing arrangements entered into by our
Company and our Subsidiaries with its respective lenders, and the same may lead to consequences other than
those stated above.

We have made the necessary intimations and obtained the necessary consents required under the relevant loan
documentation for undertaking activities in relation to the Offer. For further details of financial and other
covenants required to be complied with in relation to our borrowings, see “Risk Factors – Internal Risk Factors
– Any future indebtedness and the conditions and restrictions imposed by our financing arrangements may
limit our ability to grow our business and adversely impact our business, results of operations, financial
condition, and cash flows” on page 111.

533
SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated below, as on the date of this Red Herring Prospectus, there are no outstanding (i) criminal
proceedings (including first information reports whether cognizance has been taken or not) involving our
Company, Subsidiaries, Directors or Promoters (collectively, “Relevant Parties”); (ii) actions taken by statutory
or regulatory authorities (including show cause notices issued by such authorities) against the Relevant Parties;
(iii) claims related to direct or indirect taxes involving the Relevant Parties (disclosed in a consolidated manner
giving the total number of claims and the total amounts involved);(iv) disciplinary actions including penalties
imposed by SEBI or the Stock Exchanges against the Promoters in the last five financial years, including
outstanding action; and (v) other outstanding civil litigation or arbitration proceedings involving the Relevant
Parties as determined to be material pursuant to the Materiality Policy; and (vi) criminal proceedings (including
first information reports whether cognizance has been taken or not) involving, or actions taken by regulatory or
statutory authorities (including show cause notices issued by such authorities) against any of our Key Managerial
Personnel or Senior Management Personnel. Further, there is no pending litigation involving our Group
Companies, the adverse outcome of which may have a material impact on our Company.

Pursuant to the Materiality Policy, for the purposes of (v) above, any outstanding litigation involving the Relevant
Parties (including tax matters mentioned in point (iii) above), has been considered ‘material’ and accordingly
disclosed in this Red Herring Prospectus where the monetary amount of claim/ amount in dispute, to the extent
quantifiable exceeds, (a) two percent of turnover, for the most recent financial year based on the Restated
Consolidated Financial Information; or (b) two percent of net worth, as at the end of the most recent financial
period based on the Restated Consolidated Financial Information; or (c) five percent of the average of absolute
value of profit or loss after tax, for the last three financial years based on the Restated Consolidated Financial
Information, whichever is lower (“Materiality Threshold”). Accordingly, 5% of the average of absolute value of
profit or loss after tax, based on the Restated Consolidated Financial Information for the last three Fiscals, i.e.,
₹ 225.16 million has been considered as the Materiality Threshold. Further, litigation where the decision in one
case is likely to affect the decision in similar cases, even though the amount involved in an individual litigation
may not exceed the Materiality Threshold shall also be considered material litigation in relation to the Relevant
Parties. In addition, any outstanding civil litigation/ arbitration proceedings involving the Relevant Parties
wherein the monetary liability is not quantifiable, or does not exceed the Materiality Threshold, shall be
considered ‘material’ and shall be disclosed in this Red Herring Prospectus, if the outcome of such litigation
could have a material adverse effect on the business, operations, performance, prospects, financial position or
reputation of our Company.

For the above purposes, pre-litigation notices received by any of the Relevant Parties or Group Companies from
third parties (excluding notices issued by governmental, statutory, regulatory, judiciary, quasi-judicial or taxation
authorities or regulatory/ statutory notices in relation to any criminal action) shall not be evaluated for materiality
until such persons are impleaded as defendants or respondents in proceedings before any judicial/arbitral forum
or is notified by any governmental, statutory, or regulatory authority of any such proceeding that may be
commenced.

Further, as on the date of this Red Herring Prospectus, there are no findings/observations of any inspections by
SEBI or any other regulator involving our Company which are material and which need to be disclosed or non-
disclosure of which may have bearing on the investment decision.

Except as stated in this section, there are no outstanding dues to material creditors of our Company. In terms of
the Materiality Policy, outstanding dues to any creditor of our Company having a monetary value which is equal
to or exceeds 5% of our Company’s trade payables based on the Restated Consolidated Financial Information,
shall be considered as ‘material’. Accordingly, as on June 30, 2025, any outstanding dues exceeding ₹ 462.94
million have been considered as material outstanding dues for the purposes of identification of material creditors
and related information in this section. Further, for outstanding dues to any party which is a micro, small or a
medium enterprise (“MSME”), the disclosure will be based on information available with our Company
regarding status of the creditor as defined under Section 2 of the Micro, Small and Medium Enterprises
Development Act, 2006, as amended.

Unless otherwise specified, the terms defined in the description of a particular litigation matter pertain to such
matter only.

534
1. Litigation involving our Company

(a) Criminal proceedings against our Company

Nil

(b) Criminal proceedings by our Company

Our Company filed a first information report dated December 18, 2022 with the Mhalunge Police Station,
Pimpri-Chinchwad District under Section 381 of the Indian Penal Code, 1860 (now Bharatiya Nyaya
Sanhita, 2023) for theft of 40 catalysts from our Chakan I Facility amounting to ₹ 0.50 million.

(c) Actions by statutory and regulatory authorities involving our Company

A show cause notice dated November 3, 2023 was issued by the Collector of Stamps (Enforcement-I),
Mumbai (“SCN”) to our Company seeking payment of stamp duty amounting to ₹ 136.23 million along
with a penalty of ₹ 60.81 million, on the instrument of the Scheme of Arrangement for Demerger
sanctioned on April 26, 2019 by the Hon’ble National Company Law Tribunal, Chennai. Aggrieved by
the SCN, our Company submitted a letter dated January 15, 2024 before the Collector of Stamps,
Maharashtra, inter alia, to adjudicate the issue of stamp duty payable by our Company, and seeking to
avail the benefits under the Amnesty Scheme, 2023 (“Scheme”) introduced by the State Government of
Maharashtra. As per the Scheme our Company was entitled to a benefit of 25% reduction in the stamp
duty payable, thereby reducing our aggregate liability. Subsequently, our Company filed a writ petition
dated February 21, 2024 before the High Court of Bombay challenging the SCN. In the meantime, and
before the above-mentioned writ petition could be heard, the Collector of Stamps (Enforcement-I),
Mumbai passed a confirmation order dated February 2, 2024, confirming the SCN (“Confirmation
Order”). Accordingly, our Company filed a fresh writ petition dated February 29, 2024, before the High
Court of Bombay challenging the Confirmation Order and our Company voluntarily paid an amount of
stamp duty of ₹ 7.77 million to the Collector of Stamps, Maharashtra pending adjudication of the matter.
The matter is currently pending.

(d) Material civil litigation against our Company

Nil

(e) Material civil litigation by our Company

Nil

2. Litigation involving our Subsidiaries

(b) Criminal proceedings against our Subsidiaries

Nil

(c) Criminal proceedings by our Subsidiaries

i. Our Subsidiary, Federal-Mogul Ignition Products India Limited (“FMIPL”) filed three first
information reports dated January 25, 2024, September 19, 2022 and March 21, 2023 with the UIT
Police Station, Bhiwadi Phase Third, Bhiwadi under Sections 379, 381 and 506 of the Indian Penal
Code, 1860 (now Bharatiya Nyaya Sanhita, 2023) against three contract workers for theft of spark
plugs from our Bhiwadi Facility.

ii. Our Subsidiary, FMIPL filed a first information report dated August 13, 2024, with the UIT Police
Station, Bhiwadi Phase Third, Bhiwadi under Section 303(2) of the Bharatiya Nyaya Sanhita, 2023

535
against an employee of FMIPL and a third-party entity for theft of brass alloy scraps from our Bhiwadi
Facility amounting to ₹ 0.04 million.

iii. Tenneco Automotive India Private Limited (“TAIPL”) filed a complaint dated July 30, 2025 with the
Superintendent of Police, Krishnagiri, Tamil Nadu, against its ex-employees, for cheating, fraud,
criminal conspiracy and misappropriation of funds, which offences allegedly took place from April
2018 upto June 2023, wherein TAIPL was allegedly defrauded of payments to the tune of ₹ 194.45
million. The complaint is currently pending.

(d) Actions by statutory and regulatory authorities involving our Subsidiaries

i. Our Subsidiary, Federal Mogul Bearings India Limited (“FMBIL”) received a show cause notice dated
July 15, 2025 (“SCN”) issued by the Himachal Pradesh State Pollution Control Board (“HPCB”) for
violation of certain provisions of the Water Act, 1974 and the Air Act, 1981 for an alleged failure to
implement an irrigation management plan and violation of consent conditions requiring the disposal of
treated process and domestic effluent via irrigation and gardening in the premises of Parwanoo Facility.
FMBIL submitted its response dated August 5, 2025 to the SCN stating that no irrigation activity is
taking place at the Parwanoo Facility and provided detailed clarifications on the observations raised
therein. The matter is currently pending.

ii. Our Subsidiary, FMIPL received a show cause notice dated September 18, 2025 (“SCN”) issued by the
Rajasthan State Pollution Control Board (“RSPCB”) to show cause why should RSPCB not enforce: (i)
revocation/cancellation of consent to operate under sections 25 and 26of the Water Act, 1974 and section
21 of the Air Act, 1981; (ii) revocation/cancellation of authorization under Rule 6 of Hazardous & Other
Wastes (Management and Transboundary Movement) Rules, 2016; and (iii) closure under section 31 A
of the Air Act, 1981 and section 33A of the Water Act, 1974, for not having the authorisation and
facilities for the collection, storage and disposal of waste cutting oil in the Bhiwadi Facility. FMIPL
submitted its response dated September 25, 2025 to the SCN clarifying that no waste cutting oil has been
generated at the Bhiwadi Facility and there is no requirement for the authorisation and facilities for the
collection, storage and disposal of waste cutting oil. The matter is currently pending.

iii. Our Subsidiary, Tenneco Automotive India Private Limited (“TAIPL”) received a show cause notice
dated July 24, 2025 (“SCN”) issued by the Industrial Safety and Health Joint Director Office, Hosur
citing alleged violations of certain sections under the Factories Act, 1948 read with the Tamil Nadu
Factories Rules, 1950 following the inspection of our Hosur Facility on July 16, 2025 for the alleged
inadequate supervision, improper operation of machinery, absence of safety shields, and delayed accident
reporting. TAIPL submitted its response dated August 5, 2025 to the SCN providing clarification for the
alleged violations. The Directorate of Occupational Safety and Health, Hosur issued a letter dated August
11, 2025 informing TAIPL that the clarifications provided by TAIPL have not been accepted and further
action may be taken in this regard. Subsequently, the Court of the Chief Judicial Magistrate of Krishnagiri
issued a summon dated October 24, 2025 requiring the attendance of the designated occupier of the Hosur
Facility, being RC Subramanium, an SMP of our Company, to answer to the alleged violations. The
matter is currently pending.

(e) Material civil litigation against our Subsidiaries

Nil

(f) Material civil litigation by our Subsidiaries

Nil

(g) Compounding applications involving our Subsidiaries

i. Our Subsidiary, Federal-Mogul Sealings India Limited (“FMSIL”) filed a compounding application
dated May 5, 2025 before the Registrar of Companies, Maharashtra at Pune for delays in complying with
the applicable requirements under Sections 149(5), 177(1), and 178(1) of the Companies Act, in relation
to appointment of two independent director and constitution of an audit committee and a nomination
and remuneration committee of its board of directors, during Fiscal 2024. FMSIL was subject to such

536
provisions upon exceeding turnover threshold limit of ₹1,000 million in Fiscal 2023. The application is
currently pending.

ii. Our Subsidiary, FMIPL filed a compounding application dated June 17, 2025 before the Regional
Director (Northern Region), New Delhi for delay in complying with Section 96 of the Companies Act,
which requires the company to convene an annual general meeting within the prescribed period of six
months of closure of last financial year. FMIPL, through an application dated September 29, 2024 sought
an extension of three months for holding its annual general meeting for Fiscal 2024, which was approved
by the RoC vide its order dated September 30, 2024. Since the statutory audit of the financial statements
for the Fiscal 2024 could not be completed within the extended period granted by the Registrar of
Companies, National Capital Territory of Delhi and Haryana, therefore the annual general meeting of
FMIPL could not be held on or before December 31, 2024. Subsequently, upon completion of the audit,
the AGM was held on June 11, 2025 and the financial statements for the Fiscal 2024 were approved. The
application is currently pending.

3. Litigation involving our Directors

(a) Criminal proceedings against our Directors

A complaint (“Complaint”) was filed against Gopika Pant (“Respondent”), in the capacity of director
of GKN Driveline (India) Limited, for the alleged violation of Section 18(1) and Section 36(1) of the
Standards of Weights and Measurements (Enforcement) Act, 1976 (now Legal Metrology Act, 2009
(“Legal Metrology Act”) before the Civil and Criminal Court Peth- Vadgaon. The Complaint was filed
by the legal metrology officer appointed under Section 14 of the Legal Metrology Act as the products of
the GKN Driveline (India) Limited allegedly had not declared the month and year of packaging on the
label of the packaged commodities. Subsequently, the Civil and Criminal Court Peth- Vadgaon issued an
order dated October 4, 2019 (“Impugned Order”) directing the Respondent to appear on January 18,
2020. Subsequently, the Respondent filed a revision application dated January 10, 2020, before the Court
of Sessions and District Judge, Kolhapur under Section 397 of Code of Criminal Procedure, 1973 (now
Bharatiya Nagarik Suraksha Sanhita, 2023) against the Impugned Order. The Court of Sessions and
District Judge, Kolhapur passed a stay order dated January 16, 2020 in favour of the Respondent. The
matter is currently pending.

(b) Criminal proceedings by our Directors

Nil

(c) Actions by statutory and regulatory authorities involving our Directors

Nil

(d) Material civil litigation against our Directors

Nil

(e) Material civil litigation by our Directors

Nil

4. Litigation involving our Promoters

(a) Criminal proceedings against our Promoters

Nil

(b) Criminal proceedings by our Promoters

Nil

537
(c) Actions by statutory and regulatory authorities involving our Promoters

Nil

(d) Material civil litigation against our Promoters

Nil

(e) Material civil litigation by our Promoters

Nil

(f) Disciplinary actions including penalties imposed by SEBI or the Stock Exchanges against the Promoters
in the last five financial years preceding the date of this Red Herring Prospectus including outstanding
actions:

Nil

5. Litigation involving our Key Managerial Personnel and Senior Management

(a) Criminal proceedings against our KMPs and Senior Management

i. In relation to the SCN received by TAIPL issued by the Industrial Safety and Health Joint Director
Office, Hosur citing alleged violations of certain sections under the Factories Act, 1948 read with the
Tamil Nadu Factories Rules, 1950, the Court of the Chief Judicial Magistrate of Krishnagiri issued a
summon dated October 24, 2025 requiring the attendance of the designated occupier of the Hosur
Facility, being RC Subramanium, an SMP of our Company, to answer to the alleged violations. The
matter is currently pending. See, “ – Litigation involving our Subsidiaries- Actions by statutory and
regulatory authorities involving our Subsidiaries” above.

(b) Criminal proceedings by our KMPs and Senior Management

Nil

(c) Actions taken by regulatory and statutory authorities involving our KMPs and Senior Management

Nil

6. Other pending litigation involving our Group Company, Federal-Mogul Goetze (India) Limited*

Pursuant to an agreement and plan of merger dated February 22, 2022, between Pegasus Holdings III,
LLC (“Acquirer”), Tenneco LLC (formerly known as Tenneco Inc.) and Pegasus Merger Co. (“Merger
Sub”), the Merger Sub merged into Tenneco LLC, with Tenneco LLC being the surviving entity (such
merger, the “Underlying Transaction”) and a wholly-owned subsidiary of the Acquirer. Tenneco
indirectly held 74.98% of the voting share capital of one of our Group Companies, namely, Federal-
Mogul Goetze (India) Limited (the “Target Company”). The completion of the Underlying Transaction
thus led to an open offer under regulations 3(1), 4 and 5(1) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeover) Code, 2011 (“SEBI Takeover Regulations”).
Accordingly, the Acquirer made a public announcement dated February 23, 2022 in connection with the
open offer and subsequently filed a draft letter of offer dated December 1, 2022 (“DLoF”) with the
Securities and Exchange Board of India (“SEBI”) offering to acquire up to 13,916,676 fully paid-up
equity shares constituting 25.02% of the voting share capital of the Target Company at an offer price of
₹ 295.65 (inclusive of delayed interest) per equity share. SEBI raised concerns regarding the
methodology adopted for valuation of the shares of the Target Company, and vide its order dated August
30, 2023, appointed a valuer under regulation 8(4) read with regulation 8(16) of the SEBI Takeover
Regulations (“SEBI Order”). Aggrieved by SEBI Order, the Acquirer filed an appeal on September 8,
2023 before the Hon’ble Securities Appellate Tribunal (“SAT”) under regulation 15T of the Securities
and Exchange Board of India Act, 1992, (“SEBI Act”). The SAT by way of the impugned order and
judgement dated December 20, 2024, quashed the SEBI Order and held that no further valuation by an
independent chartered accountant was necessary (“Impugned Order”). Thereafter, SEBI filed a civil

538
appeal dated February 18, 2025 (“Appeal”) under Section 15Z of the SEBI Act before the Supreme Court
of India, against the Acquirer, challenging the Impugned Order and prayed for inter alia stay of the
Impugned Order and reconsideration of the valuation method for the determination of the offer price of
the equity shares of the Target Company. The matter is currently pending before the Supreme of Court
of India.
*
While Federal-Mogul Goetze (India) Limited is not involved in the abovementioned matter, such matter is in relation to its open
offer under regulations 3(1), 4 and 5(1) of the SEBI Takeover Code. An adverse outcome of this matter will not have a material
impact on our Company.

7. Tax proceedings involving our Company and Subsidiaries

Details of outstanding tax proceedings involving our Company and Subsidiaries as on the date of this
Red Herring Prospectus are disclosed below:

Nature of the claim Number of claims Amount involved (₹ million)*


Company
Direct tax (A) 3 94.90
Indirect tax (B) 11 107.52
Total (A+B) 14 202.42
Subsidiaries
Direct tax (A) 32 641.73
Indirect tax (B) 32 133.37
Total (A+B) 64 775.10
* Inclusive of interests and penalties, to the extent quantifiable.

8. Tax proceedings involving our Directors

Details of outstanding tax proceedings involving our Directors as on the date of this Red Herring
Prospectus are disclosed below:

Nature of the claim Number of claims Amount involved (₹ million)*


Direct tax (A) Nil Nil
Indirect tax (B) Nil Nil
*To the extent quantifiable

9. Tax proceedings involving our Promoters

Details of outstanding tax proceedings involving our Promoters as on the date of this Red Herring
Prospectus are disclosed below:

Nature of the claim Number of claims Amount involved (₹ million)*


Direct tax (A) Nil Nil
Indirect tax (B) Nil Nil
*To the extent quantifiable

10. Outstanding dues to creditors

In accordance with the SEBI ICDR Regulations, our Company, pursuant to the Materiality Policy,
considers all creditors to whom the amount due by our Company exceeds 5 % of the total trade payables
as per the latest period of the Restated Consolidated Financial Information (i.e., 5% of ₹ 9,258.76 million
which is ₹ 462.94 million as at June 30, 2025). Details of outstanding dues owed to the material creditor,
MSME creditors and other creditors of our Company based on such determination are disclosed below:

Types of Creditors Number of creditors Amount (₹ million)


MSME creditors 489 1,599.33
Material creditor 1 500.54
Other creditors 1,067 5,322.51
Total# 1,557 7,422.38
*
As certified by B.B. & Associates, Chartered Accountants, with firm registration number 023670N, pursuant to their certificate
dated November 5, 2025.
#
This includes capital creditors of ₹ 61.15 million and excludes provision for expenses / other reconciling items of ₹ 1,694.34
million, and employee related payables of ₹ 203.19 million.

539
The details pertaining to outstanding overdues to the material creditor, along with the name and amount
involved for such material creditor are available on the website of our Company at
www.tennecoindia.com.

11. Material developments since the last balance sheet

Other than as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” beginning on page 492, in the opinion of our Board, no circumstances have arisen since
the date of our last balance sheet as disclosed in this Red Herring Prospectus which materially and
adversely affect, or are likely to affect, our operations or profitability, or the value of our assets, or our
ability to pay our liabilities within the next 12 months.

540
GOVERNMENT AND OTHER APPROVALS

Our business requires various approvals, licenses, consents, registrations and permits issued by relevant
governmental, statutory and regulatory authorities, at the central and state levels under applicable rules and
regulations. Set out below is the list of approvals, licenses, consents, registrations and permits obtained by our
Company and material subsidiary (as identified specifically for this section) being Tenneco Automotive India
Private Limited (“Material Subsidiary”), from various governmental and statutory authorities, which are
considered material and necessary for the purposes of undertaking our businesses and operations (“Material
Approvals”). Unless otherwise stated, these Material Approvals are valid as on the date of this Red Herring
Prospectus. Further, certain of the Material Approvals may have lapsed or expired or may lapse or expire in the
ordinary course of business, from time to time and our Company and our Material Subsidiary have either already
made an application to the appropriate authorities for renewal of such Material Approvals or are in the process
of making such renewal applications, in accordance with applicable requirements and procedures. For further
details in connection with the regulatory and legal framework within which we operate, see “Key Regulations
and Policies in India” beginning on page 323. For details of risks associated with not obtaining or delay in
obtaining the requisite approvals, please see the section “Risk factors – Internal Risk Factors - We require
certain licenses, permits and approvals in the ordinary course of business, and failure to obtain or retain them
in a timely manner may have a material adverse effect on our business and results of operations” on page 106.

We have also set out below, Material Approvals obtained and renewals applied for but not received in respect of
our Company and Material Subsidiary, as on the date of this Red Herring Prospectus.

I. Approvals in relation to the Offer

For details of corporate and other approvals in relation to the Offer, see “Other Regulatory and Statutory
Disclosures – Authority for the Offer” on page 545.

II. Incorporation details of our Company and Material Subsidiary

For details of the incorporation of our Company and our Material Subsidiary, see “History and Certain
Corporate Matters – Brief history of our Company” and “History and Certain Corporate Matters –
Subsidiaries” on pages 331 and 339, respectively.

III. Material Approvals obtained in relation to our Company and Material Subsidiary

A. Tax related approvals obtained by our Company and Material Subsidiary

(i) The permanent account number of our Company is AAHCT0849C; and TAIPL is AABCT3125D.

(ii) The tax deduction account number of our Company is CHET18351E; and TAIPL is CHET11938D.

(iii) Certificate of registration as an employer under the applicable state professions, trades callings and
employment legislations.

(iv) Goods and Services Tax (“GST”) registrations for payments under central and applicable state GST
legislations.

B. Labour and employee related approvals obtained by our Company and Material Subsidiary

(i) Certificates of registration issued under the Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952, as amended.

(ii) Certificates of registrations issued under the Employees’ State Insurance Act, 1948, as amended.

(iii) Registrations under the Contract Labour (Regulation and Abolition) Act, 1970, as amended.

(iv) Registrations under the relevant labour welfare fund legislations, as applicable.

541
C. Material approvals obtained in relation to the business and operations of our Company and
Material Subsidiary, as applicable

(i) Factory licenses: We have received licenses to work under the Factories Act, 1948 issued by the
(i) Directorate of Industrial Safety and Health, Maharashtra for our Chakan I Facility; (ii)
Directorate of Industrial Safety and Health, Maharashtra for our Chakan II Facility; (iii) Chief
Inspector of Factories, Madhya Pradesh for our Pithampur Facility; (iv) Directorate of Industrial
Safety & Health, Tamil Nadu for our Chennai Facility and Hosur Facility; (v) Directorate of
Industrial Safety and Health, Maharashtra for our Chakan ART Facility; (vi) Chief Inspector of
Factories, Haryana for our Bawal Facility; (vii) Chief Inspector of Factories, Puducherry for our
Puducherry Facility; and (viii) Directorate of Industrial Safety & Health, Gujarat for our Sanand
Facility.

(ii) No objection certificates from fire department: We have received no objection certificates issued
by the (i) Deputy Chief Fire Officer, Maharashtra Industrial Development Corporation for our
Chakan I Facility; (ii) Chief Fire Officer, Pune Metropolitan Regional Development Authority for
our Chakan II Facility; (iii) Fire Officer, Indore, Madhya Pradesh for our Pithampur Facility; (iv)
District Officer, Fire and Rescue Services, Tamil Nadu Fire and Rescue Services for our Chennai
Facility; (v) District Officer, Fire and Rescue Services, Krishnagiri, Tamil Nadu for our Hosur
Facility; (vi) Chief Fire Officer, Pune Metropolitan Regional Development Authority for our
Chakan ART Facility; (vii) Chief Fire Officer, Haryana for our Bawal Facility; and (viii) Divisional
Fire Officer, Pondicherry for our Puducherry Facility.

(iii) Environmental laws related consents: We have received consents to operate under the Water
(Prevention & Control of Pollution) Act, 1974, and the Air (Prevention & Control of Pollution) Act,
1981 by the (i) Maharashtra Pollution Control Board for our Chakan I and Chakan II Facility; (ii)
Madhya Pradesh Pollution Control Board for our Pithampur Facility; (iii) Tamil Nadu Pollution
Control Board for our Chennai Facility and Hosur Facility; (iv) Haryana Pollution Control Board
for our Bawal Facility; (v) Pondicherry Pollution Control Committee for our Puducherry Facility;
and (vi) Gujarat Pollution Control Board for our Sanand Facility.

Our Chakan ART Facility has submitted an undertaking dated January 5, 2023, towards its
establishment and operation falling under ‘white’ category as per the Central Pollution Control
Board’s modification directions dated March 7, 2016.

We have received the authorization for disposal of hazardous or other waste under Hazardous and
Other Wastes (Management & Transboundary Movement) Rules, 2016, by the (i) Maharashtra
Pollution Control Board for our Chakan I Facility and Chakan II Facility; (ii) Madhya Pradesh
Pollution Control Board for our Pithampur Facility; (iii) Tamil Nadu Pollution Control Board for
our Chennai Facility and Hosur Facility; (iv) Haryana State Pollution Control Board for our Bawal
Facility; (v) Puducherry Pollution Control Committee for our Puducherry Facility; (vi) Rajasthan
Pollution Control Board for our Bhiwadi Facility; and (vii) Gujarat Pollution Control Board for our
Sanand Facility.

(iv) Petroleum and explosive safety related licences: We have received licenses to store compressed
gases in pressure vessels by the Petroleum & Explosive Safety Organisation, Government of India
for our Chakan I Facility, Chakan II Facility, Pithampur Facility, Chennai Facility, Hosur Facility,
Bawal Facility and Puducherry Facility.

(v) Biomedical waste management authorisation: We have received biomedical waste authorization
certificate under the Bio Medical Waste Management Rules, 2016 from the (i) Tamil Nadu Pollution
Control Board for our Hosur Facility; (ii) Haryana State Pollution Control Board for our Bawal
Facility; (iii) Puducherry Pollution Control Committee for our Puducherry Facility; and (iv) Gujarat
Pollution Control Board for our Sanand Facility.

(vi) Import export registration: We have received the importer exporter code issued by the Office of
Additional Director General of Foreign Trade, Ministry of Commerce and Industry, Government
of India for (i) our Company which is AAHCT0849C; and (ii) TAIPL which is 0410021504.

542
(vii) Approvals/permissions/registrations to install/run diesel generation sets and load sanctions of
power supply: We have received approvals/ permissions/ registrations to install/ run diesel
generation sets and load sanctions of power supply from the (i) Chief Electrical Inspector,
Government of Maharashtra for our Chakan I Facility; (ii) Chief Electrical Inspector, Government
of Maharashtra for our Chakan II Facility; (iii) Office of the Executive Engineer (Electrical Safety)
and Divisional Electrical Inspector, Madhya Pradesh for our Pithampur Facility; (iv) Electrical
Inspector, Tamil Nadu for our Chennai Facility; (v) Electrical Inspectorate for our Hosur Facility;
(vi) Superintendent Engineer – O&M, Puducherry for our Puducherry Facility; and (vii) Office of
the Collector of Electricity Duty for our Sanand Facility.

(viii) Trade licenses: We have received trade licenses from Oulgaret Municipality, Puducherry for our
Puducherry Facility.

(ix) Other material licences/approvals/authorisations/certificates:

a) Certificates of acknowledgment issued by the Ministry of Commerce and Industry,


Government of India for industrial entrepreneur memoranda submitted by our Company for
our Chakan II Facility, Pithampur Facility and Chennai Facility; and by TAIPL for our
Bawal Facility and Sanand Facility for manufacturing parts and accessories for motor
vehicles, industrial machinery, etc.

b) Registration certificate under the Plastic Waste Management Rules, 2016, as amended issued
by the Central Pollution Control Board to our Company.

D. Material Approvals pending in respect of our Company and Material Subsidiary

(i) Material Approvals or renewals for which applications are currently pending before relevant
authorities

S. No. Description Authority Date of Application


1. Registration under Contract District Labour Office, March 25, 2025
Labour (Regulation and Abolition) Puducherry
Act, 1970 for our Puducherry
Facility submitted by TAIPL
2. Trade license for our Hosur Hosur City Municipal Corporation February 21, 2025
Facility submitted by TAIPL

Pursuant to the conversion of our Company from a private to public limited company and the consequent
change in the name of our Company, we may be required to intimate the relevant authorities to take on record
the change of name in various licenses obtained by our Company, as applicable. Further, the license to store
compressed gases in pressure vessels, issued by the Petroleum & Explosive Safety Organisation,
Government of India for our Puducherry Facility is currently under the name of ‘Tenneco RC India Private
Limited’ and an application for the change of name to ‘Tenneco Automotive India Private Limited’ is
pending as on the date of this Red Herring Prospectus.

(ii) Material Approvals expired and renewal yet to be applied for

Nil

(iii) Material Approvals required but not obtained or applied for

Nil

IV. Intellectual Property

As on the date of this Red Herring Prospectus, our Company registered 9 designs under the Designs Act, 2000
and one patent under the Patents Act, 1970 in India. For further details, see “Our Business – Intellectual Property”
on page 316.

Further, pursuant to the License Agreement, Tenneco Holdings LLC has granted our Company and our
Subsidiaries a non-exclusive, non-transferable right and license to use certain intellectual property rights,

543
including trademarks and other intellectual property related to the design, development, manufacture, and use of
Advanced Suspension Technology Products, Bearings Products, Clean Air Products, Ignition Products, and
Sealing Products (each as defined in the License Agreement), as applicable to each of the Licensees. For details,
see “History and Certain Corporate Matters – Summary of key agreements”, “Risk Factors – Internal Risk
Factor – 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, could have an
adverse impact on our business, reputation, financial condition, and results of operations.” and “Risk Factors-
Our inability to protect or use our intellectual property rights and our failure to keep our technical knowledge
confidential may adversely affect our business.” on pages 337, 60 and 109, respectively.

544
OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

The Offer has been authorised by our Board pursuant to a resolution passed at its meeting dated June 27, 2025
read with resolution dated October 26, 2025. Our Board has taken on record the authorisation of the Promoter
Selling Shareholder to participate in the Offer for Sale pursuant to a resolution passed at its meeting held on June
30, 2025 read with resolution dated October 29, 2025. Further, our Board has approved the Draft Red Herring
Prospectus pursuant to resolution passed at its meeting held on June 30, 2025. This Red Herring Prospectus has
been approved pursuant to a resolution passed by our Board dated November 5, 2025.

The Promoter Selling Shareholder has confirmed and authorized its participation in the Offer for Sale in relation
to its Offered Shares, as set out below and disclosed in “The Offer” beginning on page 127.

Name of the Aggregate Number of Date of consent Date of board


Promoter Selling proceeds from the Offered Shares letter resolution
Shareholder Offered Shares
Tenneco Mauritius Up to ₹ 36,000.00 Up to [●] Equity October 27, 2025 June 16, 2025 read
Holdings Limited million Shares of face with October 25,
value of ₹ 10 each 2025

Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to letters each dated August 26, 2025.

Prohibition by SEBI, RBI or other Governmental Authorities

Our Company, Promoters, Promoter Selling Shareholder, members of our Promoter Group and Directors are not
prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any
order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other
authority/court.

Directors associated with the securities market

None of our Directors are, in any manner, associated with the securities market and there is no outstanding action
initiated by the SEBI against the Directors of our Company in the past five years preceding the date of this Red
Herring Prospectus.

Confirmation under the Companies (Significant Beneficial Owners) Rules, 2018

Our Company, Promoters, Promoter Selling Shareholder, and members of our Promoter Group, severally and not
jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to
the extent applicable to each of them, as on the date of this Red Herring Prospectus.

Eligibility for the Offer

Our Company is eligible to undertake the Offer in accordance with the eligibility criteria provided in Regulation
6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following
manner:

• our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated
basis, in each of the preceding three full years (of 12 months each), of which not more than 50% are held
in monetary assets;

• our Company has an average operating profit of at least ₹150.00 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), with operating profit in each
of these preceding three years;

• our Company has a net worth of at least ₹10.00 million in each of the three preceding full years (of 12
months each), calculated on a restated and consolidated basis; and

545
• there has been no change of name of our Company at any time during the one year immediately preceding
the date of filing of this Red Herring Prospectus other than the deletion of the word “Private” from the
name of our Company pursuant to conversion to a public limited company. Our Company has not
undertaken any new activity pursuant to such change in name.

Set forth below are details of our Company’s net tangible assets, monetary assets, % of monetary assets to net
tangible assets, operating profit and net worth, derived from our Restated Consolidated Financial Information
included in this Red Herring Prospectus as at, and for the Fiscals ended March 31 2025, March 31, 2024 and
March 31, 2023.
(₹ in million, unless otherwise stated)
Financial year ended as on
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Restated consolidated net tangible assets(1) (A) 15,633.08 9,429.75 11,729.94
Restated consolidated monetary assets (B) 2,860.79 1,836.34 4,124.36
% of restated consolidated monetary assets to restated 18.30% 19.47% 35.16%
consolidated net tangible assets (B/A*100)
Pre-tax consolidated operating profit (excluding other 7,120.67 5,084.92 4,697.15
income and finance costs)
Consolidated Net Worth(2) 12,550.93 11,165.92 13,788.22
Notes:
1. The restated consolidated net tangible assets mentioned above excludes, Right of Use assets (related total lease liabilities), intangible
assets, and deferred tax assets/liabilities (net).
2. Net worth includes paid-up equity capital, Retained earnings, Securities Premium, Deemed Equity Contribution from Parent Company
and Share Application Money Pending Allotment.

The average of operating profit for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 of our Company was ₹ 5,634.25
million. For further details, see “Other Financial Information” beginning on page 484.

Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire
application monies shall be refunded forthwith in accordance with the SEBI ICDR Regulations and other
applicable laws.

Our Company is in compliance with the following conditions specified in Regulation 5 and 7(1) of the SEBI
ICDR Regulations:

• none of our Company, Promoters, Directors, members of our Promoter Group and the Promoter Selling
Shareholder are debarred from accessing the capital markets by SEBI;

• neither our Promoters nor any of our Directors are promoters or directors of companies which are
debarred from accessing the capital markets by SEBI;

• none of our Company, Promoters, or Directors have been declared as Wilful Defaulters or Fraudulent
Borrowers;

• none of our Promoters or Directors have been declared a fugitive economic offender (in accordance with
Section 12 of the Fugitive Economic Offenders Act, 2018);

• as on the date of this Red Herring Prospectus, there are no outstanding warrants, options or rights to
convert debentures, loans or other instruments convertible into, or which would entitle any person any
option to receive Equity Shares;

• the Equity Shares of our Company held by our Promoters are in dematerialised form;

• Our Company, along with the Registrar to our Company, has entered into tripartite agreements dated
May 29, 2025 and June 4, 2025 with NSDL and CDSL, respectively, for dematerialization of the Equity
Shares;

• all the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of the
Draft Red Herring Prospectus; and

546
• there is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI
ICDR Regulations through verifiable means towards 75% of the stated means of finance.

The Promoter Selling Shareholder has confirmed that it has held the Offered Shares for a period of at least one
year prior to the date of filing of the Draft Red Herring Prospectus and that it is in compliance with Regulation 8
of the SEBI ICDR Regulations and are eligible for being offered in the Offer for Sale.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING


PROSPECTUS TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, JM FINANCIAL LIMITED, CITIGROUP
GLOBAL MARKETS INDIA PRIVATE LIMITED, AXIS CAPITAL LIMITED AND HSBC
SECURITIES AND CAPITAL MARKETS (INDIA) PRIVATE LIMITED HAVE CERTIFIED THAT
THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY


RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS AND THE PROMOTER SELLING
SHAREHOLDER WILL BE RESPONSIBLE FOR THE STATEMENTS SPECIFICALLY CONFIRMED
OR UNDERTAKEN BY IT IN THE DRAFT RED HERRING PROSPECTUS IN RELATION TO ITSELF
OR ITS OFFERED SHARES, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE PROMOTER
SELLING SHAREHOLDER DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS
BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS HAVE
FURNISHED TO THE SEBI, A DUE DILIGENCE CERTIFICATE DATED JUNE 30, 2025 IN THE
FORMAT PRESCRIBED UNDER SCHEDULE V (FORM A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS AND THIS RED HERRING
PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES
UNDER THE COMPANIES ACT OR FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE
PROPOSED OFFER. THE SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT
OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS ANY IRREGULARITIES OR LAPSES
IN THE DRAFT RED HERRING PROSPECTUS.

All legal requirements pertaining to this Offer have been complied with at the time of filing of this Red Herring
Prospectus with the RoC including in terms of Section 32 of the Companies Act. All legal requirements pertaining
to this Offer will be complied with at the time of filing of the Prospectus with the RoC including in terms of
Sections 26, 32, 33(1) and 33(2) of the Companies Act.

Disclaimer from our Company, the Promoter Selling Shareholder, Directors and Book Running Lead
Managers

The Promoter Selling Shareholder, its directors, affiliates, associates, and officers accept no responsibility for any
statements made in this Red Herring Prospectus, other than those specifically made or confirmed by the Promoter
Selling Shareholder in relation to itself as a Promoter Selling Shareholder and the Offered Shares.

The Book Running Lead Managers accept no responsibility, save to the limited extent as provided in the Offer
Agreement and as will be provided for in the Underwriting Agreement to be entered into between the

547
Underwriters, the Promoter Selling Shareholder and our Company.

All information, to the extent required in relation to the Offer, shall be made available by our Company, and the
Book Running Lead Managers to the Bidders and the public at large and no selective or additional information
would be made available for a section of the investors in any manner whatsoever, including at road show
presentations, in research or sales reports, at the Bidding Centres or elsewhere.

Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling
Shareholder and their directors, officers, agents, affiliates, and representatives, Underwriters, the Book Running
Lead Managers and their respective directors, partners, designated partners, officers, agents, affiliates, and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to
acquire the Equity Shares and will not sell, pledge, or transfer the Equity Shares to any person who is not eligible
under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our
Company, the Underwriters, the Book Running Lead Managers and their respective directors, partners, designated
partners, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire the Equity Shares.

The Book Running Lead Managers and their respective associates and affiliates in their capacity as principals or
agents may engage in transactions with, and perform services for, our Company, the Promoter Selling
Shareholder, our Subsidiaries, our Group Companies, our Promoters, members of the Promoter Group and their
directors and officers, group companies, affiliates or associates or third parties (as applicable) in the ordinary
course of business and have engaged, or may in the future engage, in commercial banking and investment banking
transactions with our Company, its Directors, our Promoters, officers, agents, group companies, affiliates,
associates or third parties, (as applicable) for which they have received, and may in the future receive,
compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or
is under common control with another person or entity.

Disclaimer in respect of jurisdiction

Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Delhi only.

The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds
registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks
(subject to RBI permission), systemically important non-banking financial companies registered with the RBI or
trusts under applicable trust law and who are authorised under their constitution to hold and invest in shares, state
industrial development corporations, permitted insurance companies registered with IRDAI, public financial
institutions as specified in Section 2(72) of the Companies Act, permitted provident funds with a minimum corpus
of ₹ 250 million (subject to applicable law) and pension funds (registered with the Pension Fund Regulatory and
Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development
Authority Act, 2013, subject to applicable laws, with minimum corpus of ₹ 250 million), National Investment
Fund, insurance funds set up and managed by the army and navy or air force of Union of India and insurance
funds set up and managed by the Department of Posts, India registered with the Insurance Regulatory and
Development Authority of India, multilateral and bilateral development financial institutions and permitted Non-
Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they
are eligible under all applicable laws and regulations to purchase the Equity Shares. The Draft Red Herring
Prospectus did not and this Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe
to Equity Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or
invitation in such jurisdiction. Any person into whose possession this Red Herring Prospectus comes is required
to inform him or herself about, and to observe, any such restrictions.

Neither the delivery of this Red Herring Prospectus nor the offer of the Offered Shares shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company since the date
of this Red Herring Prospectus or that the information contained herein is correct as of any time subsequent to
this date.

Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to this Red
Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which
comprises this Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is

548
outside India.

No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer
outside India.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Red Herring Prospectus has been filed with the SEBI for its observations.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Red
Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements
applicable in such jurisdiction.

Eligibility and Transfer Restrictions

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any other applicable
law of the United States, and, unless so registered, may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold
(i) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined
in Rule 144A under the U.S. Securities Act) and referred to in this Red Herring Prospectus as “U.S. QIBs” and,
for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under
applicable Indian regulations and referred to in this Red Herring Prospectus as “QIBs”) in transactions exempt
from or not subject to the registration requirements of the U.S. Securities Act and (ii) outside the United States in
“offshore transactions” (as defined in and in compliance with Regulation S under the U.S. Securities Act and the
applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Equity Shares within
the United States by a dealer (whether or not it is participating in the Offer) may violate the registration
requirements of the U.S. Securities Act unless made pursuant to Rule 144A or another available exemption
from the registration requirements of the U.S. Securities Act and in accordance with applicable state
securities laws in the United States.

Eligible Investors
The Equity Shares are being offered:
(i) in the United States to investors that are U.S. QIBs, in transactions exempt from or not subject to the
registration requirements of the U.S. Securities Act; and

(ii) outside the United States in “offshore transactions” as defined in, and in reliance on, Regulation S under
the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.

Equity Shares Offered Pursuant to the Offer Within the United States

Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer within the United States, by its
acceptance of this Red Herring Prospectus and of the Equity Shares, will be deemed to have acknowledged,
represented and warranted to and agreed with our Company, the Promoter Selling Shareholder and the Book
Running Lead Managers that it has received a copy of this Red Herring Prospectus and such other information as
it deems necessary to make an informed investment decision and that:

1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer
in compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not
be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and accordingly, unless so registered, may not be offered or sold within

549
the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act;

3. the purchaser (i) is a U.S. QIB, (ii) is aware that the sale to it is being made in a transaction exempt from
or not subject to the registration requirements of the U.S. Securities Act, and (iii) is acquiring such Equity
Shares for its own account or for the account of one or more U.S. QIBs with respect to which it exercises
sole investment discretion;

4. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

5. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or
any economic interest therein, such Equity Shares or any economic interest therein may be offered, sold,
pledged or otherwise transferred, only (A) (i) to a person whom the beneficial owner and/or any person
acting on its behalf reasonably believes is a U.S. QIB in a transaction meeting the requirements of Rule
144A under the U.S. Securities Act, or (ii) in an “offshore transaction” complying with Rule 903 or Rule
904 of Regulation S under the U.S. Securities Act; and (B) in accordance with all applicable laws, including
the state securities laws in the United States. The purchaser understands that the transfer restrictions will
remain in effect until our Company determines, in its sole discretion, to remove them;

6. the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities
Act and no representation is made as to the availability of the exemption provided by Rule 144 under the
U.S. Securities Act for resales of any such Equity Shares;

7. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt
facility established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt
facility, so long as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3)
under the U.S. Securities Act;

8. the purchaser agrees that neither the purchaser, nor any of its affiliates (as defined in Rule 405 of the U.S.
Securities Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined in Rule
405 of the U.S. Securities Act), will make any “directed selling efforts” (as that term is defined in
Regulation S under the U.S. Securities Act) in the United States with respect to the Equity Shares or any
form of “general solicitation” or “general advertising” (as defined in Regulation D under the U.S. Securities
Act) in connection with any offer or sale of the Equity Shares;

9. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determines otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES,
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAW. ACCORDINGLY, THE EQUITY SHARES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (1) WITHIN THE UNITED
STATES, SOLELY TO A PERSON WHOM THE SELLER OR ANY PERSON ACTING ON ITS
BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE U.S. SECURITIES ACT OR
ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (2) OUTSIDE THE
UNITED STATES IN AN “OFFSHORE TRANSACTION” AS DEFINED IN AND IN
COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, AND THE
APPLICABLE LAWS OF THE JURISDICTIONS WHERE THOSE OFFERS AND SALES
OCCUR.”

10. our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other
than in compliance with the above-stated restrictions; and

550
11. the purchaser acknowledges that our Company, the Promoter Selling Shareholder, the Book Running Lead
Managers, their respective affiliates and others will rely upon the truth and accuracy of the foregoing
acknowledgements, representations and agreements and agrees that, if any of such acknowledgements,
representations and agreements deemed to have been made by virtue of its purchase of such Equity Shares
are no longer accurate, it will promptly notify our Company, the Promoter Selling Shareholder and the
Book Running Lead Managers, and if it is acquiring any of such Equity Shares as a fiduciary or agent for
one or more accounts, it represents that it has sole investment discretion with respect to each such account
and that it has full power to make the foregoing acknowledgements, representations and agreements on
behalf of such account.

All Other Equity Shares Offered and Sold in the Offer

Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer outside the United States, by its
acceptance of this Red Herring Prospectus and of the Equity Shares offered pursuant to the Offer, will be deemed
to have acknowledged, represented and warranted to and agreed with our Company, the Promoter Selling
Shareholder and the Book Running Lead Managers that it has received a copy of this Red Herring Prospectus and
such other information as it deems necessary to make an informed investment decision and that:

1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer in
compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not
be registered under the U.S. Securities Act or with any securities regulatory authority of any state of or other
jurisdiction of the United States and accordingly, may not be offered, resold, pledged or transferred within
the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act;

3. the purchaser is purchasing the Equity Shares offered pursuant to the Offer in an offshore transaction meeting
the requirements of Rule 903 of Regulation S under the U.S. Securities Act;

4. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares
offered pursuant to the Offer, was located outside the United States at the time (i) the offer for such Equity
Shares was made to it and (ii) when the buy order for such Equity Shares was originated and continues to be
located outside the United States and has not purchased such Equity Shares for the account or benefit of any
person in the United States or entered into any arrangement for the transfer of such Equity Shares or any
economic interest therein to any person in the United States;

5. the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

6. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any
economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged
or otherwise transferred only (A) (i) to a person whom the beneficial owner and/or any person acting on its
behalf reasonably believes is a U.S. QIB in a transaction meeting the requirements of Rule 144A, or (ii) in an
offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act and
(B) in accordance with all applicable laws, including the securities laws of the States of the United States.
The purchaser understands that the transfer restrictions will remain in effect until our Company determines,
in its sole discretion, to remove them;

7. neither the purchaser nor any of its affiliates (as defined in Rule 405 of the U.S. Securities Act), nor any
person acting on behalf of the purchaser or any of its affiliates (as defined in Rule 405 of the U.S. Securities
Act), is acquiring the Equity Shares as a result of any “directed selling efforts” as defined in Regulation S
under the U.S. Securities Act in the United States with respect to the Equity Shares;

8. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our
Company determine otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,

551
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER
OR ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE U.S.
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE U.S. SECURITIES ACT, OR (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES.”

9. our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other than
in compliance with the above-stated restrictions; and

10. the purchaser acknowledges that our Company, the Promoter Selling Shareholder, the Book Running Lead
Managers, their respective affiliates and others will rely upon the truth and accuracy of the foregoing
acknowledgements, representations and agreements and agrees that, if any of such acknowledgements,
representations and agreements deemed to have been made by virtue of its purchase of such Equity Shares are
no longer accurate, it will promptly notify our Company, the Promoter Selling Shareholder and the Book
Running Lead Managers, and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or
more accounts, it represents that it has sole investment discretion with respect to each such account and that it
has full power to make the foregoing acknowledgements, representations and agreements on behalf of such
account

1. United Kingdom

No Equity Shares have been offered or will be offered pursuant to the Offer to the public in the United Kingdom
prior to the publication of a prospectus in relation to the Equity Shares which has been approved by the Financial
Conduct Authority, except that the Equity Shares may be offered to the public in the United Kingdom at any time:

1. to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus
Regulation;

2. to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of
the UK Prospectus Regulation), subject to obtaining the prior consent of the BRLMs for any such offer;
or

3. in any other circumstances falling within Section 86 of the FSMA,

provided that no such offer of the Equity Shares shall require the Issuer or any BRLMS to publish a prospectus
pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus
Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the Equity Shares in the
United Kingdom means the communication in any form and by any means of sufficient information on the terms
of the offer and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for
any Equity Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

2. European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), no Equity Shares
have been offered or will be offered pursuant to the Offer to the public in that Relevant State prior to the
publication of a prospectus in relation to the Equity Shares which has been approved by the competent authority
in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent
authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the Equity Shares
may be offered to the public in that Relevant State at any time:

1. to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

2. to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of
the Prospectus Regulation), subject to obtaining the prior consent of the BRLMs for any such offer; or

3. in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

552
provided that no such offer of the Equity Shares shall require the Issuer or any BRLM to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the Equity Shares in any
Relevant State means the communication in any form and by any means of sufficient information on the terms of
the offer and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for any
Equity Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum
number of Equity Shares that can be held by them under applicable law. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
or any economic interest therein, including any offshore derivative instruments, such as participatory notes,
issued against the Equity Shares or any similar security, other than in accordance with applicable laws.

Disclaimer clause of BSE

As required, a copy of the Draft Red Herring Prospectus was submitted to the BSE. The disclaimer clause as
intimated by the BSE to our Company vide its in-principle approval each dated August 26, 2025, is as under:

“BSE Limited (“the Exchange”) has given vide its letter dated August 26, 2025, permission to this Company to
use the Exchange's name in this offer document as one of the stock exchanges on which this company's securities
are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of
deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any
manner: -

a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document;
or
b. warrant that this Company's securities will be listed or will continue to be listed on the Exchange; or
c. take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company.

and it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company
may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.”

Disclaimer clause of NSE

As required, a copy of the Draft Red Herring Prospectus has been submitted to the NSE. The disclaimer clause as
intimated by NSE to our Company vide its in-principle approval dated August 26, 2025, is as under:

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5638 dated August 26, 2025,
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant
that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”

553
Listing

The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges.
Application will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity
Shares. National Stock Exchange of India Limited will be the Designated Stock Exchange with which the Basis
of Allotment will be finalised.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges are taken within three Working Days from
the Bid/ Offer Closing Date or within such other period as may be prescribed.

If our Company does not Allot the Equity Shares within two Working Days from the Bid/Offer Closing Date or
within such timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred
to the Refund Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing
which interest shall be due to be paid to the Bidders as prescribed under applicable law.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this
Red Herring Prospectus in accordance with applicable law. If such money is not repaid within the prescribed time,
then our Company and every officer in default shall be liable to repay the money, with interest, as prescribed
under applicable law. Any expense incurred by our Company on behalf of the Promoter Selling Shareholder with
regard to interest on such refunds will be reimbursed by the Promoter Selling Shareholder as agreed among our
Company and the Promoter Selling Shareholder, in proportion to the Offered Shares. For the avoidance of doubt,
subject to applicable law, the Promoter Selling Shareholder shall not be responsible to pay and/or reimburse any
expenses towards refund or any interest thereon for any delay, unless such failure or default or delay, as the case
may be, is by, and is directly attributable to, an act or omission, of the Promoter Selling Shareholder and such
liability shall be limited to the extent of its Offered Shares.

Consents

Consents in writing of: (a) our Directors, our Company Secretary and Compliance Officer, Promoter Selling
Shareholder, banker(s) to the Company, legal counsels to our Company, the Book Running Lead Managers, the
Registrar to the Offer, Statutory Auditor, the Independent Chartered Accountant, CRISIL, to act in their respective
capacities, have been obtained; (b) consents of the Syndicate Members, the Public Offer Account Bank(s)/ Escrow
Collection Bank(s)/ Refund Bank(s), Sponsor Banks, to act in their respective capacities, have been obtained and
filed along with a copy of this Red Herring Prospectus with the RoC as required under the Companies Act, and
such consents, which have been obtained under (a) above, have not been withdrawn up to the time of delivery of
this Red Herring Prospectus.

Experts to the Offer

Except as stated below, our Company has not obtained any expert opinions:

(i) Our Company has received written consent dated November 5, 2025 from Deloitte Haskins & Sells LLP,
Chartered Accountants, Statutory Auditor, holding a valid peer review certificate from ICAI, to include
their name as required under section 26(5) of the Companies Act read with the SEBI ICDR Regulations
in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act
to the extent and in their capacity as Statutory Auditors, and in respect of (i) their examination report dated
October 16, 2025 on our Restated Consolidated Financial Information; and (ii) their report dated October
16, 2025 on the Statement of Possible Special Tax Benefits of our Company and our Shareholders included
in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the
U.S. Securities Act.

(ii) Our Company has received written consents dated November 5, 2025 from Walker Chandiok & Co LLP,
Chartered Accountants, to include their name as required under section 26 of the Companies Act read with
the SEBI ICDR Regulations in this Red Herring Prospectus, and as an “expert” as defined under section
2(38) of the Companies Act to the extent and in their capacity as statutory auditors of our Material
Subsidiary, Tenneco Automotive India Private Limited in respect to their report dated October 16, 2025,

554
on the Statement of Possible Special Tax Benefits available to our Material Subsidiary, Tenneco
Automotive India Private Limited, as included in this Red Herring Prospectus and such consent has not
been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not be
construed to mean an “expert” as defined under the U.S. Securities Act.

(iii) Our Company has received written consent dated November 5, 2025 from B.B. & Associates, Chartered
Accountants (FRN: 023670N), to include their name as required under section 26(5) of the Companies Act
read with the SEBI ICDR Regulations in this Red Herring Prospectus, and as an “expert” as defined under
section 2(38) of the Companies Act to the extent and in their capacity as the Independent Chartered
Accountant, in respect of their certificates in connection with the Offer and details derived therefrom as
included in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this
Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.

(iv) Our Company has received a written consent dated November 5, 2025 from Kunal Kantilal Vikamsey and
Naresh Kanji Wadhia of Kanti Karamsey and Co. Advisors LLP (Chartered Engineer Registration
Numbers: F-1307017 and M 115754/4, respectively), to include their name as an “expert” as defined under
section 2(38) and 26(5) of the Companies Act to the extent and in their capacity as the independent
chartered engineers and in respect of the certificate issued by them and details derived therefrom as
included in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this
Red Herring Prospectus.

Particulars regarding public or rights issues by our Company during the last five years

Our Company has not made any public or rights issue during the last five years, preceding the date of this Red
Herring Prospectus.

Commission and brokerage paid on previous issues of the Equity Shares in the last five years

Since this is the initial public offering of the Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our
Equity Shares in the five years preceding the date of this Red Herring Prospectus.

Particulars regarding capital issues by our Company, listed Group Companies, Subsidiaries or associates
during the last three years

Except as disclosed in “Capital Structure – Notes to Capital Structure - Equity Share capital history of our
Company” on page 146, our Company has not made any capital issues during the three years preceding the date
of this Red Herring Prospectus.

As on the date of this Red Herring Prospectus, our Company does not have any listed Subsidiaries or any
associates.

Further, our listed Group Company has not undertaken any capital issues during the last three years.

Performance vis-à-vis objects – public/ rights issue of our Company

Our Company has not undertaken a public or rights issue (as defined under the SEBI ICDR Regulations) in the
five years preceding the date of this Red Herring Prospectus.

Performance vis-à-vis objects – public/ rights issue of the listed Subsidiaries/listed Promoter of our
Company

As on date of this Red Herring Prospectus, neither our Promoters nor our Subsidiaries are listed on any stock
exchange.

555
Price information of past issues handled by the Book Running Lead Managers

JM Financial Limited
1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by JM Financial Limited.

Sr. Issue name Issue Size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) price Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
(₹) Listing Date closing benchmark] - closing benchmark] - closing benchmark] -
(in ₹) 30th calendar days from 90th calendar days from 180th calendar days from
listing listing listing
1. Canara HSBC Life Insurance 25,159.50 106.00 October 17, 2025 106.00 Not Applicable Not Applicable Not Applicable
Company Limited*9
2. Rubicon Research Limited*10 13,775.00 485.00 October 16, 2025 620.00 Not Applicable Not Applicable Not Applicable
3. Canara Robeco Asset Management 13,261.26 266.00 October 16, 2025 280.25 Not Applicable Not Applicable Not Applicable
Limited*
4. Wework India Management Limited*8 29,996.43 648.00 October 10, 2025 650.00 Not Applicable Not Applicable Not Applicable
5. Urban Company Limited*12 19,000.00 103.00 September 17, 2025 162.25 53.83% [1.01%] Not Applicable Not Applicable
6. Vikram Solar Limited* 20,793.69 332.00 August 26, 2025 338.00 -1.48% [1.40%] Not Applicable Not Applicable
7. JSW Cement Limited* 36,000.00 147.00 August 14, 2025 153.50 1.17% [1.96%] Not Applicable Not Applicable
8. Brigade Hotel Ventures Limited*11 7,596.00 90.00 July 31, 2025 81.10 -3.22% [-1.38%] -7.32% [4.72%] Not Applicable
9. GNG Electronics Limited* 4,604.35 237.00 July 30, 2025 355.00 42.55% [-1.42%] 35.46% [4.47%] Not Applicable
10. Indiqube Spaces Limited*7 7,000.00 237.00 July 30, 2025 216.00 -9.64% [-1.42%] -5.12% [4.47%] Not Applicable
Source: www.nseindia.com and www.bseindia.com
# BSE as designated stock exchange
* NSE as designated stock exchange
Notes:
1. Opening price information as disclosed on the website of the designated stock exchange.
2. Change in closing price over the issue/offer price as disclosed on designated stock exchange.
3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the benchmark index as per the designated stock exchange disclosed by the
respective issuer at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90 th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a listing date plus 179 calendar
days.
6. Restricted to last 10 issues.
7. A discount of Rs. 22 per equity share was offered to eligible employees bidding in the employee reservation portion.
8. A discount of Rs. 60 per equity share was offered to eligible employees bidding in the employee reservation portion.
9. A discount of Rs. 10 per equity share was offered to eligible employees bidding in the employee reservation portion..
10. A discount of Rs. 46 per equity share was offered to eligible employees bidding in the employee reservation portion.
11. A discount of Rs. 3 per equity share was offered to eligible employees bidding in the employee reservation portion.
12. A discount of Rs. 9 per equity share was offered to eligible employees bidding in the employee reservation portion.

556
2. Summary statement of price information of past issues handled by JM Financial Limited:

Financial Total Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at
Year no. of raised on as on 30th calendar days from on as on 30th calendar days from as on 180th calendar days from premium as on 180th calendar
IPOs (` Millions) listing date listing date listing date days from listing date
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25% - 50% than 50% 25%- than 50% 25%- than 50% 25%- than
25% 50% 25% 50% 25% 50% 25%
2025-2026 19 4,50,578.13 1 1 6 - 3 4 - - - - - -
2024-2025 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2
2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7

Citigroup Global Markets India Private Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Citigroup Global Markets
India Private Limited

Sr. Issue Name Issue Size (₹ Issue Price (₹) Listing Date Opening Price +/- % change in +/- % change in +/- % change in
No. million) on listing date closing price, [+/- % closing price, [+/- % closing price, [+/- %
(in ₹) change in closing change in closing change in closing
benchmark]- 30th benchmark]- 90th benchmark]- 180th
calendar days from calendar days from calendar days from
listing listing listing
1. LG Electronics India Limited 116,047.32 1,140.00 October 14, 2025 1710.10 NA NA NA
2. Tata Capital Limited 155,118.70 326.00 October 13, 2025 330.00 NA NA NA
3. JSW Cement Limited 36,000.00 147.00 August 14, 2025 153.50 +1.17% [+1.96%] NA NA
4. Anthem Biosciences Limited 33,950.00 570.00 July 21, 2025 723.10 +43.54% [-0.68%] +32.87% [+2.13%] NA
5. Schloss Bangalore Limited 35,000.00 435.00 June 2, 2025 406.00 -6.86% [+3.34%] -8.17% [-1.17%] NA
6. Hexaware Technologies Limited 87,500.00 708.00 February 19, 2025 745.50 +3.45% [+1.12%] +5.16% [+8.78%] +1.31% [+7.41%]
7. Ajax Engineering Limited 12,688.84 629.00 February 17, 2025 576.00 -2.86% [-0.55%] +6.78% [+8.97%] +12.42% [+7.28%]
8. Swiggy Limited 113,274.27 390.00 November 13, 2024 420.00 +29.31% [+4.20%] -7.15% [-0.75%] -19.72% [+1.91%]
9. Hyundai Motor India Limited 278,556.83 1,960.00 October 22, 2024 1,934.00 -6.64% [-3.90%] -8.72% [-5.19%] -15.22% [-2.54%]
10. Northern Arc Capital Limited 7,770.00 263.00 September 24, 2024 350.00 -7.15% [-5.80%] -15.71% [-9.07%] -33.46% [-9.98%]
Notes:
1. Benchmark index basis designated stock exchange.
2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs. issue price. % change in closing benchmark index is calculated based on closing index on listing day vs. closing index on 30th / 90th / 180th calendar day from listing day.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case closing price on designated stock exchange of a trading day immediately prior
to the 30th / 90th / 180th day, is considered.
4. Restricted to last 10 issues.

557
2. Summary statement of price information of past issues handled by Citigroup Global Markets India Private Limited.

Financial Total no. of Total No. of IPOs trading at discount – No. of IPOs trading at premium No. of IPOs trading at discount – No. of IPOs trading at premium
Year IPOs amount of 30th calendar days from listing – 30th calendar days from listing 180th calendar days from listing – 180th calendar days from
funds raised listing
(₹mn.) Over Between 25- Less Over Between 25- Less Over Between 25- Less Over Between 25- Less
50% 50% than 50% 50% than 50% 50% than 50% 50% than
25% 25% 25% 25%
2025-26 5 376,116.02 - - 1 - 1 1 - - - - - -
2024-25 9 628,230.49 - - 3 - 4 2 - 1 4 1 1 2
2023-24 5 94,584.85 - - - 1 2 2 - - - 2 3 -

Source: www.nseindia.com
Notes:
1. The information is as on the date of the document.
2. The information for each of the financial years is based on issues listed during such financial year.
3. Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

Axis Capital Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Axis Capital Limited

Sr. Issue name Issue size Issue Listing date Opening price +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ millions) price (₹) on listing date price, [+/- % change in price, [+/- % change in price, [+/- % change in
(in ₹) closing benchmark]- 30th closing benchmark]- 90th closing benchmark]-
calendar days from calendar days from 180th calendar days from
listing listing listing
1 Rubicon Research Limited&(2) 13,775.00 485.00 16-Oct-25 620.00 - - -
Canara Robeco Asset Management 13,261.26 266.00 16-Oct-25 280.25 - - -
2
Company Limited(2)
3 LG Electronics India Limited$(2) 116,047.32 1,140.00 14-Oct-25 1,710.10 - - -
4 Tata Capital Limited(2) 155,118.72 326.00 13-Oct-25 330.00 - - -
5 Atlanta Electricals Limited#(1) 6,873.41 754.00 29-Sep-25 858.10 +27.82%, [+5.30%] - -
6 Euro Pratik Sales Limited@ (2) 4,513.15 247.00 23-Sep-25 272.10 +3.08%, [+2.68%] - -
Bluestone Jewellery And Lifestyle 15,406.50 517.00 19-Aug-25 510.00 +15.13%, [+1.40%] - -
7
Limited(2)
8 JSW Cement Limited(2) 36,000.00 147.00 14-Aug-25 153.50 +1.17%, [+1.96%] - -
National Securities Depository 40,109.54 800.00 06-Aug-25 880.00 +54.48%, [+0.22%] +40.72%, [+4.26%] -
9
Limited*(1)
10 Oswal Pumps Limited(2) 13,873.40 614.00 20-Jun-25 634.00 +17.96%, [-0.57%] +29.28%, [+0.87%] -
Source: www.nseindia.com and www.bseindia.com
(1)
BSE as designated stock exchange.
(2)
NSE as designated stock exchange.

558
&
Offer price was ₹ 439.00 per equity share to eligible employees
$
Offer price was ₹ 1,032.00 per equity share to eligible employee
#
Offer price was ₹ 684.00 per equity share to eligible employees
@
Offer price was ₹ 234.00 per equity share to eligible employees
*
Offer price was ₹ 724.00 per equity share to eligible employees

Notes:
a. Issue size derived from Prospectus/final post issue reports, as available.
b. The CNX NIFTY or S&P BSE SENSEX is considered as the benchmark index as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable.
c. Price on NSE or BSE is considered for all of the above calculations as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable.
d. In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

2. Summary statement of price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Axis Capital
Limited

Financial Total Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at Nos. of IPOs trading at discount Nos. of IPOs trading at
Year no. of raised on as on 30th calendar days premium on as on 30th calendar as on 180th calendar days from premium as on 180th calendar
IPOs (₹ in Millions) from days from listing date days from listing date
listing date listing date

Over 50% Between Less Over 50% Between Less Over 50% Between Less Over 50% Between Less
25%-50% than 25%-50% than 25%-50% than 25%-50% than
25% 25% 25% 25%
2025-2026* 13 501,286.30 - - 2 1 1 5 - - - 1 - -
2024-2025 20 445,928.65 - 1 2 7 6 4 - 3 3 9 1 4
2023-2024 18 218,638.22 - - 4 2 6 6 - - 3 7 4 4
* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

559
HSBC Securities and Capital Markets (India) Private Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by HSBC Securities and
Capital Markets (India) Private Limited

Sl. Issuer Name Issue Size Issue Listing Date Opening Price +/- % change in closing +/- % change in closing +/- % change in closing
No. (in ₹ Price (₹) on Listing Date price, [+/- % change in price, [+/- % change in price, [+/- % change in
million) (₹) closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
calendar days from listing calendar days from listing calendar days from listing
1. Canara HSBC Life 25,159.50 106.00 October 17, 2025 106.00 Not applicable Not applicable Not applicable
Insurance Company
Limited*5
2. Tata Capital Limited* 155,118.72 326.00 October 13, 2025 330.00 Not applicable Not applicable Not applicable
3. National Securities 40,109.54 800.00 August 6, 2025 880.00 +54.48%, [+0.22%] +20.27%, [+4.26%] Not applicable
Depository Limited#6
4. Travel Food Services 20,000.00 1,100.00 July 14, 2025 1,125.00 +5.13%, [-2.37%] +22.22%, [+0.81%] Not applicable
Limited*7
5. HDB Financial Services 125,000.00 740.00 July 2, 2025 835.00 +2.51%, [-2.69%] +1.10%, [-3.22%] Not applicable
Limited*
6. Belrise Industries Limited* 21,500.00 90.00 May 28, 2025 100.00 +14.08%, [+3.22%] +58.30%, [+0.87%] Not applicable
7. Ather Energy Limited*8 29,807.61 321.00 May 6, 2025 328.00 -4.30%, [+0.99%] +8.19%, [+0.76%] +115.56%, [+5.51%]
8. Hexaware Technologies 87,500.00 708.00 February 19, 2025 745.50 +3.45%, [+1.12%] +5.16%, [+8.78%] +1.31%, [+7.41%]
Limited*9
9. Ventive Hospitality 16,000.00 643.00 December 30, 2024 716.00 +5.51%, [-2.91%] +10.80%, [-0.53%] +7.10%, [+8.43%]
Limited*10
10. Hyundai Motor India 278,556.83 1,960.00 October 22, 2024 1,934.00 -6.64%, [-3.90%] -8.72%, [-5.19%] -15.22%, [-2.54%]
Limited*11
Source: www.nseindia.com and www.bseindia.com
#
BSE as designated stock exchange
* NSE as designated stock exchange
Notes:
1. Issue size derived from prospectus/final post issue reports, as available.
2. Nifty 50 index and sensex is considered as the benchmark index as per the designated stock exchange (NSE or BSE)
3. Not Applicable – Period not completed.
4. In case 30th/90th/180th day is not a trading day, closing price on designated stock exchange (NSE or BSE) of the previous trading day has been considered.
5. Discount of ₹ 10 per equity share was offered to eligible employees bidding in the employee reservation portion.
6. Discount of ₹ 76 per equity share was offered to eligible employees bidding in the employee reservation portion.
7. Discount of ₹ 104 per equity share was offered to eligible employees bidding in the employee reservation portion.
8. Discount of ₹ 30 per equity share was offered to eligible employees bidding in the employee reservation portion.
9. Discount of ₹ 67 per equity share was offered to eligible employees bidding in the employee reservation portion.
10. Discount of ₹ 30 per equity share was offered to eligible employees bidding in the employee reservation portion.
11. Discount of ₹ 186 per equity share was offered to eligible employees bidding in the employee reservation portion.

560
2. Summary statement of price information of past issues handled by HSBC Securities and Capital Markets (India) Private Limited

Financial Total Total funds Nos. of IPOs trading at discount as Nos. of IPOs trading at premium Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as
Year* no. of raised on 30th calendar days from listing as on 30th calendar days from on 180th calendar days from listing on 180th calendar days from listing
IPOs (₹ Millions) date listing date date date
Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
25-50% 25% 25-50% 25% 25-50% 25% 25-50% 25%
2025-26* 7 416,695.37 - - 1 1 - 3 - - - 1 - -
2024-25 3 382,056.83 - - 2 - - 1 - - 1 - - 2
2023-24 2 47,640.10 - - - - 2 - - - - 1 1 -
* This data covers issues up to YTD

Notes:

1. The information is as on the date of this offer document.


2. The information for each of the financial years is based on issues listed during such financial year.
3. Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

561
Track record of past issues handled by the BRLMs

For details regarding the track record of the BRLMs, as specified in circular reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by SEBI, please see the websites of the BRLMs, as set forth in the table below:

S. No Name of the BRLM Website


1. JM Financial Limited https://www.jmfl.com/
2. Axis Capital Limited https://www.axiscapital.co.in/
3. Citigroup Global Markets India Private Limited https://www.citigroup.com/global/about-us/global-
presence/india/cgm-india
4. HSBC Securities and Capital Markets (India) www.business.hsbc.co.in
Private Limited

Stock market data of Equity Shares

This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange as on
the date of this Red Herring Prospectus and accordingly, no stock market data is available for the Equity Shares.

Mechanism for redressal of investor grievances

The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at
least eight years from the date of listing and commencement of trading of the Equity Shares on the Stock
Exchanges, subject to agreement with our Company for storage of such records for a longer period, to enable the
investors to approach the Registrar to the Offer for redressal of their grievances.

Bidders may contact our Company Secretary and Compliance Officer and/or the Registrar to the Offer in case of
any pre-Offer or post-Offer related problems such as non-receipt of Allotment Advice, non-credit of Allotted
Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by
electronic mode, etc. For all Offer related queries and for redressal of complaints, investors may also write to the
BRLMs.

All grievances in relation to the Bidding process may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give
full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder DP ID, Client ID,
PAN, UPI ID, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity
Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application Form
was submitted by the Bidder. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly
received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. All
grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with
a copy to the Registrar to the Offer.

All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Bid cum Application Form and the name and address of the BRLMs where the Bid cum
Application Form was submitted by the Anchor Investor.

In terms of SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been
considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the
same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required
to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the
rate of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall be compensated
in the manner specified in the SEBI ICDR Master Circular in the events of delayed unblock for
cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application in the
following manner:

Scenario Compensation amount Compensation period


Delayed unblock for ₹100 per day or 15% per annum of From the date on which the request
cancelled/withdrawn/deleted the Bid Amount, whichever is for
applications higher cancellation/withdrawal/deletion
is placed on the bidding platform

562
Scenario Compensation amount Compensation period
of the Stock Exchanges till the
date of actual unblock
Blocking of multiple amounts for 1. Instantly revoke the blocked From the date on which
the same Bid made through the funds other than the original multiple amounts were blocked till
UPI Mechanism Bid Amount the date of actual unblock
2. ₹100 per day or 15% per
annum of the total cumulative
blocked amount except the
original Bid Amount,
whichever is higher
Blocking more amount than the 1. Instantly revoke the From the date on which the funds
Bid Amount difference amount, i.e., the to the excess of the Bid Amount
blocked amount less the Bid were blocked till the date of actual
Amount; and unblock
2. ₹100 per day or 15% per
annum of the difference
amount, whichever is higher
Delayed unblock for non- ₹100 per day or 15% per annum of From the Working Day subsequent
Allotted/partially Allotted the Bid Amount, whichever is to the finalisation of the Basis of
applications higher Allotment till the date of actual
unblock

Further, in the event there is a delay in redressal of the investor grievance, the BRLMs shall compensate the
investors at the rate higher of ₹ 100 or 15% per annum of the application amount. The compensation shall be
payable for the period ranging from the day on which the investor grievance is received till the date of actual
unblock.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated
by the intermediary responsible for causing such delay in unblocking in accordance with applicable law. Further,
investors shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular in case of
delays in resolving investor grievances in relation to blocking/unblocking of funds.

Further, in terms of SEBI ICDR Master Circular, the payment of processing fees to the SCSBs shall be undertaken
pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i)
unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.

Our Company, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions,
commission of any acts of the Designated Intermediaries, including any defaults in complying with its obligations
under the SEBI ICDR Regulations.

For grievance redressal contact details of the BRLMs pursuant to the SEBI ICDR Master Circular, see “Offer
Procedure – General Instructions” on page 588.

Disposal of Investor grievances by our Company

Our Company has obtained authentication on the SEBI SCORES platform in compliance with the SEBI Circular
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, in relation to redressal of investor grievances
through SCORES.

Our Company has not received any investor grievances in the last three Financial Years prior to the filing of this
Red Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of
filing of this Red Herring Prospectus. Our Company had received three investor representations (dated July 5,
2025, July 13, 2025 and November 3, 2025) which do not provide any comments on the disclosures in the Draft
Red Herring Prospectus, to each of which our Company has responded. The below is the summary of the investor
representations.

The Company and the BRLMs received representation dated July 5, 2025,July 13, 2025 and November 3, 2025

563
on behalf the Indian IPO Protection & Analytics Forum in relation to recommendations pertaining to, inter-alia,
Offer structure, price band, floor price and additional valuation related disclosures. The Company provided
requisite responses to the said representations on July 11, 2025, July 22, 2025 and November 4, 2025, respectively.

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant
Designated Intermediary, for the redressal of routine investor grievances shall be 7-10 Working Days from the
date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, our Company will seek to redress these complaints as expeditiously as possible.

Our Company has appointed Roopali Singh, as the Company Secretary and Compliance Officer for the Offer and
she may be contacted in case of any pre-Offer or post-Offer related problems. For details, see “General
Information” beginning on page 136.

Our Company has also constituted a Stakeholders’ Relationship Committee comprising of Jaidit Singh Brar as
Chairperson, Niranjan Kumar Gupta and Arvind Chandrasekharan as members, to review and redress shareholder
and investor grievances. For details, see “Our Management – Committees of our Board – Stakeholders’
Relationship Committee” on page 354.

Exemption from complying with any provisions of securities laws, if any, granted by the SEBI

Our Company has not sought any exemption from the SEBI from complying with any provisions of securities
laws, as on the date of this Red Herring Prospectus.

Other confirmations

No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any person for making an application in the Offer, except for fees or
commission for services rendered in relation to the Offer.

564
SECTION VII: OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being offered and Allotted and transferred pursuant to the Offer shall be subject to the
provisions of the Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, the SEBI Listing
Regulations, the MoA, the AoA, the terms of this Red Herring Prospectus and the Prospectus, the Abridged
Prospectus, Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms and
conditions as may be incorporated in the Allotment Advice and other documents/certificates that may be executed
in respect of the Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules,
notifications and regulations relating to the offer for sale and listing and trading of securities, issued from time to
time by SEBI, the Government of India, the Stock Exchanges, the RoC, the RBI and/or other authorities, as in
force on the date of the Offer and to the extent applicable or such other conditions as may be prescribed by the
SEBI, the Government of India, the Stock Exchanges, the RoC, the RBI and/or any other governmental, statutory
or regulatory authorities while granting approval for the Offer.

The Offer

The Offer comprises of an Offer for Sale by the Promoter Selling Shareholder. Expenses for the Offer shall be
shared amongst our Company and the Promoter Selling Shareholder in the manner specified in “Objects of the
Offer – Offer Expenses” on page 162.

Ranking of the Equity Shares

The Equity Shares being offered and transferred pursuant to the Offer shall be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, SCRA, SCRR, MoA and AoA, and will rank pari passu in all
respects with the existing Equity Shares of our Company, including rights in respect of dividends, voting and
other corporate benefits, if any, declared by our Company after the date of Allotment in accordance with applicable
laws. For further details, see “Main Provisions of Articles of Association” beginning on page 598.

Mode of payment of dividend

Our Company shall pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act,
our MoA, AoA, the SEBI Listing Regulations and other applicable laws including guidelines or directives that
may be issued by the GoI in this respect. All dividends, if any, declared by our Company after the date of Allotment
in this Offer, will be payable to the Allottees, for the entire year, in accordance with applicable law. For further
details in relation to dividends, see “Dividend Policy” and “Main Provisions of Articles of Association” beginning
on pages 376 and 598, respectively.

Face Value, Offer Price, Floor Price and Price Band

The face value of each Equity Share is ₹10. The Floor Price is ₹[●] per Equity Share and the Cap Price is ₹[●] per
Equity Share. The Offer Price is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share.

The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLMs, and
will be advertised, at least two Working Days prior to the Bid/ Offer Opening Date, in all editions of Financial
Express (a widely circulated English national daily newspaper) and all editions of Jansatta (a widely circulated
Hindi national daily newspaper) and Chennai edition of Makkal Kural (a widely circulated Tamil daily newspaper,
Tamil being the regional language of Tamil Nadu, India, where our Registered Office is located) and shall be
made available to the Stock Exchanges for the purpose of uploading on their respective websites. The Price Band,
along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the
Bid cum Application Forms available on the respective websites of the Stock Exchanges. The Offer Price shall be
determined by our Company, in consultation with the BRLMs, after the Bid/ Offer Closing Date, on the basis of
assessment of market demand for the Equity Shares offered by way of the Book Building Process.

At any given point in time, there will be only one denomination for the Equity Shares.

Compliance with disclosure and accounting norms

Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time
to time.

565
The Offer

Rights of the Shareholders

Subject to applicable laws, rules, regulations and guidelines and the AoA, our Shareholders shall have the
following rights:

• Right to receive dividends, if declared;

• Right to attend general meetings and exercise voting rights, unless prohibited by law;

• Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the
Companies Act;

• Right to receive offers for rights shares and be allotted bonus shares, if announced;

• Right to receive any surplus on liquidation, subject to any statutory and preferential claim being
satisfied;

• Right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations
and other applicable laws; and

• Such other rights, as may be available to a Shareholder of a listed public company under the Companies
Act, the SEBI Listing Regulations, the MoA, the AoA and other applicable laws.

For a detailed description of the main provisions of the AoA of our Company relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation or sub-division, see “Main Provisions of Articles of
Association” beginning on page 598.

Allotment only in dematerialised form

Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted
only in dematerialised form. As per the SEBI ICDR Regulations and the SEBI Listing Regulations, the trading of
the Equity Shares shall only be in dematerialised form on the Stock Exchanges. Hence, the Equity Shares offered
through this Offer can be applied for in the dematerialised form only.

In this context, two agreements have been entered into amongst our Company, the respective Depositories and
the Registrar to the Offer:

• Tripartite agreement dated May 29, 2025 amongst our Company, NSDL and the Registrar to the Offer;
and

• Tripartite agreement dated June 4, 2025 amongst our Company, CDSL and the Registrar to the Offer.

Market lot and trading lot

Since trading of the Equity Shares on the Stock Exchanges is only in dematerialised form, the tradable lot is one
Equity Share. Allotment in the Offer will be only in dematerialised form in multiples of one Equity Share subject
to a minimum Allotment of [●] Equity Shares of face value of ₹ 10 each to QIBs and RIBs. For NIBs allotment
shall not be less than the minimum non-Institutional application size. For further details of the method of Basis of
Allotment, see “Offer Procedure” beginning on page 576.

Jurisdiction

Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in New Delhi, India.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws of the United States and, unless so registered, may not be offered or sold
within the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly,
the Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to
be “qualified institutional buyers” (as defined in Rule 144A) and referred to in this Red Herring Prospectus

566
as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional
investor defined under applicable Indian regulations and referred to in this Red Herring Prospectus as
“QIBs” in transactions exempt from or not subject to the registration requirements of the U.S. Securities
Act and in reliance on Rule 144A and (b) outside of the United States in offshore transactions as defined in
and in compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sales
occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Joint holders

Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they will be deemed to hold such Equity Shares as joint holders with benefits of survivorship.

Nomination facility to Bidders

In accordance with Section 72 of the Companies Act, read with the Companies (Share Capital and Debentures)
Rules, 2014, as amended, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any
one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders,
as the case may be, the Equity Shares Allotted, if any, shall vest, to the exclusion of all other persons, unless the
nomination is modified or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she
would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity
Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale,
transfer or alienation of Equity Share(s) by the holder of such Equity Share(s). A nomination may be cancelled or
modified by nominating any other person in place of the present nominee, by the holder of the Equity Shares who
has made the nomination, by giving a notice of such cancellation or variation to our Company in the prescribed
form. Fresh nomination can be made only on the prescribed form available on request at our Registered Office
and Corporate Office or at the registrar and share transfer agents of our Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act shall upon
the production of such evidence as may be required by the Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or

b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board
may thereafter withhold payment of all dividends, interests, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder would prevail. If Bidders want to change their nomination, they are advised to inform their respective
Depository Participant.

Bid/ Offer Period

BID/ OFFER OPENS ON(1) Wednesday, November 12, 2025


BID/ OFFER CLOSES ON(2) Friday, November 14, 2025
(1) Our Company in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR
Regulations. The Anchor Investor Bid/Offer Opening Date will be one Working Day prior to the Bid/Offer Opening Date.
(2) UPI mandate end time and date shall be at 5:00 pm on Bid/Offer Closing Date.

An indicative timetable in respect of the Offer is set out below:

Event Indicative Date


Bid/ Offer Closing Date Friday, November 14,
2025

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Event Indicative Date
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Monday,
November 17, 2025
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about Monday,
November 17, 2025
Credit of Equity Shares to demat accounts of Allottees On or about Tuesday,
November 18, 2025
Commencement of trading of the Equity Shares on the Stock Exchanges On or about
Wednesday,
November 19, 2025
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
two Working Days from the Bid/Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a
uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/
withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking
of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a
uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is
higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the
Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount, whichever is
higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/
partially allotted Bids, exceeding two Working Days from the Bid/Offer Closing Date till date of actual unblock, the Bidder shall be
compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher from three Working Days from the
Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion,
identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, the Bidder shall be compensated
in the manner specified in the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the
deemed agreement of the Company with the SCSBs, to the extent applicable.

The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation on compliance in accordance with the SEBI ICDR Master Circular.

The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any
obligation or liability on our Company, or the Promoter Selling Shareholder or the BRLMs.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three
Working days of Bid/ Offer Closing Date or such period as may be prescribed by SEBI, with reasonable
support and co-operation of the Promoter Selling Shareholder, as may be required in respect of its Offered
Shares, the timetable may be subject to change due to various factors, such as extension of the Bid/ Offer
Period by our Company in consultation with the BRLMs, revision of the Price Band or any delay in
receiving the final listing and trading approval from the Stock Exchanges and delay in respect of final
certificates from SCSBs. The commencement of trading of the Equity Shares will be entirely at the
discretion of the Stock Exchanges and in accordance with the applicable laws. The Promoter Selling
Shareholder confirms that it shall extend reasonable support and co-operation to the Company and the
BRLMs, as may be required in relation to their respective Offered Shares, in accordance with applicable
law, to facilitate the completion of listing and commencement of trading of Equity Shares on the Stock
Exchanges within three Working Days from the Bid/Offer Closing Date or such time as prescribed by SEBI.

The Offer will be made under UPI Phase III on mandatory basis, subject to the timing of the Offer and any
circulars, clarification or notification issued by the SEBI from time to time, including the SEBI ICDR Master
Circular.

In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working Days from the Bid/ Offer Closing Date, identifying non-adherence to timelines and processes and
an analysis of entities responsible for the delay and the reasons associated with it.

Any circulars or notifications from SEBI after the date of this Red Herring Prospectus may result in
changes to the abovementioned timelines. Further, the Offer procedure is subject to change basis any
revised SEBI circulars to this effect.

Submission of Bids (other than Bids from Anchor Investors):

Bid/Offer Period (except the Bid/Offer Closing Date)


Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/Offer Closing Date*

568
Submission of electronic applications (online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST
through 3-in-1 accounts) for RIIs
Submission of electronic application (bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through online channels like internet banking, mobile
banking and syndicate ASBA applications through
UPI as a payment mechanism where Bid Amount is up
to ₹0.50 million)
Submission of electronic applications (syndicate non- Only between 10.00 a.m. and up to 3.00 p.m. IST
retail, non-individual applications of QIBs and NIIs)
Submission of physical applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST

Submission of physical applications (syndicate non- Only between 10.00 a.m. and up to 12.00 p.m. IST
retail, non-individual applications where Bid Amount
is more than ₹0.50 million)
Revision/cancellation of Bids
Upward revision of Bids by QIBs and Non- Only between 10.00 a.m. and up to 4.00 p.m. IST
Institutional Investors categories# on Bid/ Offer Closing Date
Upward or downward revision of Bids or cancellation Only between 10.00 a.m. and up to 5.00 p.m. IST
of Bids by RIIs
*
UPI mandate end time shall be 5:00 p.m. on the Bid/ Offer Closing Date
#QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their bids.

On the Bid/ Offer Closing Date, the Bids shall be uploaded until:

(i) 4.00 p.m. IST in case of Bids and the upward revision of Bids by QIBs and Non-Institutional Investors,
and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids and the
revision of Bids by RIIs.

On the Bid/ Offer Closing Date, extension of time will be granted by the Stock Exchanges only for uploading
Bids received by RIIs, after taking into account the total number of Bids received up to closure of timings for
acceptance of Bid cum Application Forms as stated herein and as reported by the BRLMs to the Stock Exchanges.

The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on a
daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/Offer Closing
Date by obtaining such information from the Stock Exchanges. The SCSBs shall unblock such applications by the
closing hours of the Working Day and submit the confirmation to the BRLMs and the registrar and share transfer
agents on a daily basis, as per the format prescribed in the SEBI ICDR Master Circular.

To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only
once per Bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.

It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA
Account and Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid / Offer Closing Date and in any case no later than 1.00 p.m. IST on the
Bid/Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Bidders are cautioned that,
in the event a large number of Bids are received on the Bid/ Offer Closing Date, some Bids may not get uploaded
due to lack of sufficient time to upload. Such Bids that cannot be uploaded will not be considered for allocation
under this Offer. Bids and any revision to Bids will be accepted on the Stock Exchange platform only during
Working Days, during the Bid/ Offer Period and revisions shall not be accepted on Saturdays and public holidays.
The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the
Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing. Further, as per letter no. list/SMD/SM/2006 dated
July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE, respectively, Bids and
any revision in Bids shall not be accepted on Saturdays, Sundays and public/bank holidays as declared by the

569
Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the
electronic system to be provided by the Stock Exchanges. The Designated Intermediaries shall modify select fields
uploaded in the Stock Exchange Platform during the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date
after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing.

Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/ Offer
Period, in accordance with the SEBI ICDR Regulations, provided that the Cap Price will be at least 105% of the
Floor Price and less than or equal to 120% of the Floor Price and the Floor Price will not be less than the face
value of the Equity Shares. Subject to compliance with the foregoing, the Floor Price may move up or down to
the extent of 20% of the Floor Price and the Cap Price will be revised accordingly.

In case of any revision to the Price Band, the Bid/ Offer Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/ Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our
Company, in consultation with the BRLMs, may for reasons to be recorded in writing, extend the Bid/
Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10
Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, will be
widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by
indicating the change on the respective websites of the BRLMs and at the terminals of the Syndicate
Members and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable. In
case of revision of price band, the Bid lot shall remain the same.

In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment. The Floor Price shall not be less than the face value of the Equity
Shares.

Minimum subscription

The requirement of minimum subscription is not applicable to the Offer in accordance with the SEBI ICDR
Regulations. In the event our Company does not receive the minimum subscription in the Offer as specified under
Rule 19(2)(b) of the SCRR, including devolvement of Underwriters, our Company shall within sixty (60) days
from the date of the Bid/ Offer Closing Date, or if the subscription level falls below the thresholds mentioned
above after the Bid/Offer Closing Date, on account of withdrawal of applications or after technical rejections or
any other reason, or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity
Shares being offered under this Red Herring Prospectus, our Company shall refund the entire subscription amount
received in accordance with applicable law, including the SEBI ICDR Master Circular. If there is a delay beyond
two Working days, our Company, every Director of our Company, who is an officer in default shall pay interest
at the rate of 15% per annum, in accordance with the SEBI ICDR Master Circular and the SEBI ICDR Regulations.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the
entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of any delay
in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) within
such timeline as prescribed under applicable laws, our Company and the Promoter Selling Shareholder shall be
liable to pay interest on the application money in accordance with applicable laws.

New financial instruments

Our Company is not issuing any new financial instruments through this Offer.

Arrangements for disposal of odd lots

There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form
only, and the market lot for our Equity Shares will be one Equity Share.

Restrictions, if any, on transfer and transmission of Equity Shares and on their consolidation or splitting

Except for lock-in of the pre-Offer Equity Share capital of our Company, lock-in of the Promoters’ contribution
and the Anchor Investor lock-in as provided in “Capital Structure” beginning on page 146 and provided under
the AoA detailed in “Main Provisions of Articles of Association” beginning on page 598, there are no restrictions
on transfer and transmission of the Equity Shares, and on their consolidation or splitting.

570
Option to receive Equity Shares in dematerialized form

Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
Bidders will not have the option of being Allotted Equity Shares in physical form. The Equity Shares on Allotment
will be traded only in the dematerialized segment of the Stock Exchanges. However, they may get the Equity
Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.

Withdrawal of the Offer

Our Company in consultation with the BRLMs, reserves the right not to proceed with the entire or portion of the
Offer for any reason at any time after the Bid/Offer Opening Date but before the Allotment. In such an event, our
Company would issue a public notice in the newspapers in which the pre-Offer advertisements were published,
within two days of the Bid/Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons
for not proceeding with the Offer. The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the
Sponsor Bank(s), in case of UPI Bidders using the UPI Mechanism, to unblock the bank accounts of the ASBA
Bidders and the BRLMs shall notify the Escrow Collection Bank to release the Bid Amounts to the Anchor
Investors, within one Working Day from the date of receipt of such notification. Our Company shall also inform
the same to the Stock Exchanges on which Equity Shares are proposed to be listed simultaneously.

Notwithstanding the foregoing, the Offer is also subject to (i) filing of the Prospectus by our Company with the
RoC; and (ii) obtaining the final listing and trading approvals of the Stock Exchanges, which our Company shall
apply for after Allotment and within three Working Days of the Bid/Offer Closing Date or such other time period
as prescribed under Applicable Law and also inform the Bankers to the Offer to process refunds to the Anchor
Investors, as the case may be. If our Company withdraws the Offer at any stage, including after the Bid/Offer
Closing Date and thereafter determines that it will proceed with an issue or offer for sale of the Equity Shares, our
Company shall file a fresh draft red herring prospectus with SEBI and the Stock Exchanges. The notice of
withdrawal will be issued in the same newspapers where the pre-Offer advertisements have appeared, and the
Stock Exchanges will also be informed promptly.

571
OFFER STRUCTURE

The Offer is of up to [●] Equity Shares of face value of ₹10 each, for cash at a price of ₹ [●] per Equity Share
aggregating up to ₹ 36,000.00 million comprising an Offer for Sale by the Promoter Selling Shareholder. The
Offer shall constitute [●]% of the post Offer paid-up Equity Share capital of our Company.

In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulations 6(1) and 31 of the SEBI ICDR Regulations.

Particulars QIBs(1) Non-Institutional Investors (1) Retail Individual Investors


Number of Equity Not more than [●] Not less than [●] Equity Shares of Not less than [●] Equity Shares of
Shares available for Equity Shares of face face value of ₹ 10 each available face value of ₹ 10 each available
Allotment/ allocation*(2) value of ₹ 10 each for allocation or Offer less for allocation or Offer less
allocation to QIB Bidders and allocation to QIB Bidders and
RIIs. NIIs.

Percentage of Offer size Not more than 50% of Not less than 15% of the Offer or Not less than 35% of the Offer or
available for Allotment/ the Offer shall be the Offer less allocation to QIBs Offer less allocation to QIBs and
allocation available for allocation and RIIs, subject to the following: NIIs will be available for
to QIBs. However, up to allocation.
5% of the Net QIB (a) one-third of the portion
Portion shall be available to NIIs shall be
available for allocation reserved for bidders with an
proportionately to application size of more than
Mutual Funds only. ₹0.20 million and up to ₹1.00
Mutual Funds million; and
participating in the
Mutual Fund Portion (b) two-third of the portion
will also be eligible for available to NIIs shall be
allocation in the reserved for bidders with
remaining balance Net application size of more than
QIB Portion. The ₹1.00 million.
unsubscribed portion in
the Mutual Fund Portion provided that the unsubscribed
will be available for portion in either of the sub-
allocation to the Net categories specified above may be
QIB Portion. allocated to Bidders in the other
sub-category of NIIs.
Basis of Allotment/ Proportionate as follows The Allotment of Equity Shares to Allotment to each RII shall not be
allocation if respective (excluding the Anchor each Non-Institutional Investor less than the minimum Bid lot,
category is Investor Portion): shall not be less than the minimum subject to availability of Equity
oversubscribed* (a) up to [●] Equity application size, subject to Shares in the Retail Portion and the
Shares of face value availability in the Non- remaining available Equity Shares
of ₹ 10 each shall be Institutional Portion, and the if any, shall be allotted on a
available for remainder, if any, shall be allotted proportionate basis. For further
allocation on a on a proportionate basis in details see, “Offer Procedure”
proportionate basis accordance with the conditions beginning on page 576.
to Mutual Funds specified in Schedule XIII to the
only; and SEBI ICDR Regulations. The
(b) up to [●] Equity Equity Shares available for
Shares of face value allocation to Bidders in the Non-
of ₹ 10 each shall be Institutional Portion shall be
available for subject to the following:
allocation on a (a) One-third of the Non-
proportionate basis Institutional Portion shall be
to all QIBs, available for allocation to
including Mutual Bidders with an application
Funds receiving size more than ₹0.20 million
allocation as per (a) upto ₹1.00 million; and
above. (b) Two-thirds of the Non-
(c) up to 60% of the Institutional Portion shall be
QIB Portion (of up available for allocation to
to [●] Equity Bidders with an application
Shares of face value size of more than ₹1.00
of ₹ 10 each) may million.
be allocated on a

572
Particulars QIBs(1) Non-Institutional Investors (1) Retail Individual Investors
discretionary basis Provided that the unsubscribed
to Anchor Investors portion in either of these two sub-
of which one-third categories of Non-Institutional
shall be available Portion may be allocated to the
for allocation to Bidders in the other sub-category
domestic Mutual of Non-Institutional Portion in
Funds only, subject accordance with SEBI ICDR
to valid Bid Regulations.
received from
Mutual Funds at or The allotment to each NII shall not
above the Anchor be less than the Minimum NII Bid
Investor Allocation Size, subject to availability of
Price. Equity Shares in the Non-
Institutional Portion and the
remaining available Equity Shares,
if any, shall be allotted on a
proportionate basis, in accordance
with SEBI ICDR Regulations.
Minimum Bid Such number of Equity Such number of Equity Shares and [●] Equity Shares of face value of
Shares and in multiples in multiples of [●] Equity Shares ₹ 10 each and in multiples of [•]
of [●] Equity Shares of of face value of ₹ 10 each so that Equity Shares of face value of ₹10
face value of ₹ 10 each the Bid Amount exceeds ₹0.20 each thereafter.
so that the Bid Amount million
exceeds ₹0.20 million
Maximum Bid Such number of Equity Such number of Equity Shares in Such number of Equity Shares in
Shares in multiples of multiples of [●] Equity Shares of multiples of [●] Equity Shares of
[●] Equity Shares of face face value of ₹ 10 each so that the face value of ₹ 10 each so that the
value of ₹ 10 each so that Bid does not exceed the size of the Bid Amount does not exceed ₹0.20
the Bid does not exceed Offer (excluding the QIB Portion), million
the size of the Offer, subject to applicable limits to each
excluding the Anchor Bidder
Portion, subject to
applicable limits to each
Bidder
Mode of Allotment Compulsory in dematerialized form
Bid Lot [●] Equity Shares of face value of ₹ 10 each and in multiples of [●] Equity Shares of face value
of ₹ 10 each thereafter
Allotment Lot [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity Share of face value of
₹ 10 each thereafter for QIBs and RIBs. For NIBs allotment shall not be less than the minimum
non-institutional application size.
Trading Lot One Equity Share of face value of ₹ 10 each
Who can apply(3)(5)(6) Public financial Resident Indian individuals, Resident Indian individuals,
institutions (as specified Eligible NRIs, HUFs (in the name Eligible NRIs and HUFs (in the
in Section 2(72) of the of the Karta), companies, name of the Karta) applying for
Companies Act), corporate bodies, scientific Equity Shares such that the Bid
scheduled commercial institutions, societies, trusts and amount does not exceed ₹0.20
banks, multilateral and FPIs who are individuals, million in value.
bilateral development corporate bodies, and family
financial institutions, offices which are re- categorised as
mutual funds registered Category II FPIs (as defined in the
with SEBI, FPIs (other SEBI FPI Regulations) and
than individuals, registered with SEBI
corporate bodies and
family offices), VCFs,
AIFs, state industrial
development
corporation, insurance
company registered with
IRDAI, provident fund
with minimum corpus of
₹250.00 million,
pension fund with
minimum corpus of
₹250.00 million
registered with the

573
Particulars QIBs(1) Non-Institutional Investors (1) Retail Individual Investors
Pension Fund
Regulatory and
Development Authority
established under sub-
section (1) of section 3
of the Pension Fund
Regulatory and
Development Authority
Act, 2013, National
Investment Fund set up
by the GoI, insurance
funds set up and
managed by army, navy
or air force of the Union
of India, insurance funds
set up and managed by
the Department of Posts,
India and Systemically
Important NBFCs
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the
time of submission of their Bids(4)

In case of all other Bidders: Full Bid Amount shall be blocked in the bank account of the ASBA
Bidder (other than Anchor Investors), or by the Sponsor Bank(s) through the UPI Mechanism, that
is specified in the ASBA Form at the time of submission of the ASBA Form
Mode of Bidding^ Through Through ASBA process Through ASBA process only (including the UPI
ASBA only (including the UPI Mechanism)
process only Mechanism for Bids up
(excluding to ₹0.50 million)
the UPI
Mechanism)
(except in
case of
Anchor
Investors)
*
Assuming full subscription in the Offer.
^
Anchor Investors are not permitted to use the ASBA process. Further, pursuant to the SEBI ICDR Master Circular, SEBI has mandated that
ASBA applications in the Offer will be processed only after the Bid Amounts are blocked in the bank accounts of the Anchor Investors.
Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs, NIIs and RIIs and all modes through which the Bid cum
Application Forms are processed, accept ASBA Forms in their electronic book building platform only with a mandatory confirmation on the
Bid Amounts blocked.

1) Subject to valid Bids being received at or above the Offer Price. Our Company in consultation with the BRLMs, may allocate up to 60%
of the QIB Portion to Anchor Investors on a discretionary basis in accordance with SEBI ICDR Regulations. The QIB Portion will
accordingly be reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved
for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB
Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than the Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the event the aggregate demand
from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will
be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than the Anchor Investors) in proportion to
their Bids. For further details, see “Offer Procedure” beginning on page 576. Further, not less than 15% of the Offer shall be available
for allocation to NIIs and not less than 35% of the Offer shall be available for allocation to RIIs in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received from them at or above the Offer Price. The Equity Shares available for allocation to
NIIs under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to NIIs shall be reserved
for Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two-third of the portion available to
NIIs shall be reserved for Bidders with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of
the aforementioned sub-categories may be allocated to Bidders in the other sub-category of NIIs.

2) Subject to valid Bids being received at or above the Offer Price. This Offer is being made in accordance with Rule 19(2)(b) of the SCRR
and Regulation 6(1) of the SEBI ICDR Regulations.

3) In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum
Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Our Company reserves the right
to reject, in its absolute discretion, all or any multiple Bids, except as otherwise permitted, in any or all categories.

574
4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided
that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor
Investor Pay-in Date as indicated in the CAN.

5) Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 583 and having same PAN may be
collated and identified as a single Bid in the Bidding process. The Equity Shares allocated and Allotted to such successful Bidders (with
same PAN) may be proportionately distributed.

6) Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling Shareholder, the
Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules,
regulations, guidelines and approvals to acquire the Equity Shares.

Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling
Shareholder, the members of the Syndicate, the Underwriters, their respective directors, officers, agents, affiliates
and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to
acquire/ subscribe to our Equity Shares.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except
the QIB Portion, would be allowed to be met with spill- over from any other category or combination of categories,
as applicable, on a proportionate basis at the discretion of our Company in consultation with the BRLMs, and the
Designated Stock Exchange, subject to applicable law. Under-subscription, if any, in the QIB Portion would not
be allowed to be met with spill-over from other categories or a combination of categories. For further details, see
“Terms of the Offer” beginning on page 565.

575
OFFER PROCEDURE

All Bidders should read the General Information Document which highlights the key rules, processes and
procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the
SCRA, the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the
Bid cum Application Form. The General Information Document is available on the websites of the Stock
Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which
are applicable to the Offer, including in relation to the process for Bids by UPI Bidders through the UPI
Mechanism. The investors should note that the details and process provided in the General Information Document
should be read along with this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of CAN and Allotment in the Offer; (vi)
general instructions (limited to instructions for completing the Bid cum Application Form); (vii) Designated Date;
(viii) disposal of applications and electronic registration of Bids; (ix) submission of Bid cum Application Form;
(x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application
would be rejected on technical grounds); (xi) applicable provisions of the Companies Act, relating to punishment
for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
UPI has been introduced in a phased manner as a payment mechanism with the ASBA for applications by Retail
Individual Investors through intermediaries from January 1, 2019. The UPI Mechanism for RIIs applying through
Designated Intermediaries was made effective along with the prior process and timeline of T+6 days (“UPI Phase
I”). The UPI Phase I was effective until June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by RIIs
through Designated Intermediaries (other than SCSBs), the prior process of physical movement of forms from
such Designated Intermediaries to SCSBs for blocking of funds was discontinued and only the UPI Mechanism
for such Bids with a timeline of T+6 days was mandated for a period of three months or launch of five main board
public issues, whichever was later (“UPI Phase II”). Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II till further notice. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45
dated April 5, 2022, SEBI has increased the UPI limit from ₹ 0.20 million to ₹ 0.50 million for all the individual
investors applying in public issues. All individual Bidders in initial public offerings whose application sizes are
up to ₹0.50 million shall use the UPI Mechanism. Pursuant to SEBI circular
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Circular”), the final reduced timeline of T+3
days using the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) was made voluntary for public
issues opening on or after September 1, 2023, and has been made mandatory for public issues opening on or after
December 1, 2023. This Offer will be undertaken pursuant to the processes and procedures under UPI Phase III
on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time.
The SEBI ICDR Master Circular has consolidated and rescinded the aforementioned circulars, to the extent they
relate to the SEBI ICDR Regulations. The SEBI ICDR Master Circular has prescribed certain additional measures
for streamlining the process of initial public offers and redressing investor grievances. The provisions of the SEBI
ICDR Master Circular are deemed to form part of this Red Herring Prospectus. The SEBI RTA Master Circular
has consolidated the aforementioned circulars (excluding SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) and rescinded these circulars to the extent relevant
for the RTAs. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022,
applications made using the ASBA facility in initial public offerings shall be processed only after application
monies are blocked in the bank accounts of investors (all categories). In terms of Regulation 23(5) and Regulation
52 of SEBI ICDR Regulations, the timelines and processes mentioned in the SEBI ICDR Master Circular shall
continue to form part of the agreements being signed between the intermediaries involved in the public issuance
process and lead managers shall continue to coordinate with intermediaries involved in the said process.

SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) has
introduced the disclosure of audiovisual presentation of disclosures made in Offer Documents. Pursuant to the
AV Circular, investors are advised not to rely on any other document, content or information provided in respect

576
to the public issue on the internet/online websites/social media platforms/micro-blogging platforms by
finfluencers. Further, investors are advised to rely only on the information contained in the Offer document and
Price Band Advertisement for making investment decision.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in
accordance with applicable law. The BRLMs shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. Further, Bidders shall be entitled to compensation
in the manner specified in the SEBI ICDR Master Circular, in case of delays in resolving investor grievances in
relation to blocking/unblocking of funds.

Bidders are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares
that can be held by them under applicable law or as specified in this Red Herring Prospectus and the Prospectus.
The BRLMs shall be the nodal entity for any issues arising out of public issuance process.

Book Building Procedure

The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR
Regulations, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations wherein not more than 50% of the Offer shall be available for allocation, on a proportionate basis, to
QIBs, provided that our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to
Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third
shall be reserved for domestic Mutual Funds, subject to valid Bids being received from such them at or above the
Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor
Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis only to Mutual Funds, and spill over from the remainder
of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not
less than 15% of the Offer shall be available for allocation to Non-Institutional Investors in accordance with the
SEBI ICDR Regulations, out of which (a) one third of such portion shall be reserved for applicants with
application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-third of such portion shall be reserved
for applicants with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of
such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Investors; and
not less than 35% of the Offer shall be available for allocation to RIIs in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill over from any other category or combination of
categories of Bidders at the discretion of our Company, in consultation with the BRLMs, and the Designated
Stock Exchange subject to receipt of valid Bids received at or above the Offer Price. Under-subscription, if any,
in the QIB Portion, would not be allowed to be met with spill-over from any other category or a combination of
categories.

Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of
Direct Taxes (“CBDT”) notification dated February 13, 2020, read with press release dated June 25, 2021
and September 17, 2021, CBDT circular no.7 of 2022, dated March 30, 2022 and March 28, 2023, and any
subsequent press releases in this regard.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID, PAN and UPI ID (for UPI Bidders), as applicable, shall be treated as incomplete
and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form.
However, they may get the Equity Shares rematerialised subsequent to Allotment of the Equity Shares in
the Offer, subject to applicable laws.

577
Phased implementation of Unified Payments Interface (“UPI”)

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, inter alia, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by UPI Bidders through Designated Intermediaries with the objective to reduce the time duration
from public issue closure to listing from six Working Days to up to three Working Days. The SEBI in its circular
no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, has reduced the time period for listing of equity
shares pursuant to a public issue from six Working Days to three Working Days. The timeline was applicable on
a voluntary basis for public issues opening on or after September 1, 2023 and has been made applicable on a
mandatory basis for public issues opening on or after December 1, 2023. Considering the time required for making
necessary changes to the systems and to ensure complete and smooth transition to the UPI payment mechanism,
the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an RII had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.

Phase II: This phase became applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever was later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II until further notice. Under this phase, submission of the ASBA Form by RIIs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days
during this phase.

SEBI through its circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, prescribed that all individual
bidders applying in initial public offerings opening on or after May 1, 2022, where the application amount is up
to ₹500,000, shall use UPI. Individual investors bidding under the Non-Institutional Portion bidding for more than
₹200,000 million and up to ₹500,000 million, using the UPI Mechanism, shall provide their UPI ID in the Bid
cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or
CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided
by certain brokers.

Phase III: This phase became applicable on a voluntary basis for all issues opening on or after September 1, 2023
and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time
duration from public issue closure to listing has been reduced to three Working Days. The SEBI ICDR Master
Circular, has consolidated and rescinded the aforementioned circulars, including the T+3 Notification, to the
extent they relate to the SEBI ICDR Regulations. The Offer shall be undertaken pursuant to the processes and
procedures as notified in the SEBI ICDR Master Circular.

The processing fees for applications made by UPI Bidders may be released to the SCSBs only after such banks
provide a written confirmation, in a format as prescribed by SEBI, from time to time, including in compliance
with the SEBI RTA Master Circular and the SEBI ICDR Master Circular, and such payment of processing fees to
the SCSBs shall be made in compliance with circulars prescribed by SEBI and applicable law.

All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI. Our Company will be required to appoint one of the SCSBs as the Sponsor Bank(s) to act as a conduit
between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions
of the UPI Bidders.

SEBI has set out specific requirements in the SEBI ICDR Master Circular for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the SEBI ICDR Master
Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the
requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for
the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank

578
accounts of unsuccessful Bidders to be unblocked no later than one Working Day from the date on which the
Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs
being penalised under the relevant securities law. Further, in terms of the SEBI ICDR Master Circular, the
payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to
the BRLMs, and such application shall be made only after (i) unblocking of application amounts for each
application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor
complaints has been paid by the SCSB.

NPCI vide circular reference no. NPCI/UPI/OC No. 127/ 2021-22 dated December 9, 2021, inter alia, has
enhanced the per transaction limit in UPI from more than ₹200,000 million to ₹500,000 million for UPI based
ASBA in initial public offerings.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB
as well as the post – Offer BRLM will be required to compensate the concerned investor.

Electronic registration of Bids

a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject
to the condition that they may subsequently upload the off-line data file into the on-line facilities for
Book Building on a regular basis before the closure of the Offer, subject to applicable laws.
b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as
may be permitted by the Stock Exchanges and as disclosed in this Red Herring Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries are given until 5:00 pm IST on the Bid/Offer Closing Date to modify
select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing.
d) QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their
bids.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic
copy of the Bid cum Application Form will also be available for download on the websites of the Stock Exchanges
(www.nseindia.com and www.bseindia.com) at least one day prior to the Bid/ Offer Opening Date. UPI Bidders
may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of
the SEBI. Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process, which shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to
participate in the Offer through the ASBA process.

UPI Bidders must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and
the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected.

ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective
ASBA Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA
Forms that do not contain such details are liable to be rejected. Applications made by the UPI Bidders using third
party bank account or using third party linked bank account UPI ID are liable for rejection.

The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts
to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed
after the Bid amount is blocked in the ASBA account of the Bidder pursuant to SEBI ICDR Master Circular.

ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp are liable to be rejected. UPI Bidders, may submit their ASBA Forms,
including details of their UPI IDs, with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or

579
CDPs. RIIs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms
with the SCSBs (except UPI Bidders).

Anchor Investors are not permitted to participate in the Offer through the ASBA process. ASBA Bidders shall
ensure that the Bids are made on ASBA Forms bearing the stamp of the relevant Designated Intermediary,
submitted at the relevant Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms
not bearing such specified stamp are liable to be rejected. As specified in the SEBI ICDR Master Circular, the
ASBA applications in public issues shall be processed only after the application monies are blocked in the
investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building
platform only with a mandatory confirmation on the application monies blocked. This circular shall be applicable
for all categories of investors, i.e. RII, QIB, NII and other reserved categories and also for all modes through
which the applications are processed. Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders
may submit the ASBA Form in the manner below:

(i) RIIs and NIIs (other than NIIs using UPI Mechanism) may submit their ASBA Forms with SCSBs
(physically or online, as applicable), or online using the facility of linked online trading, demat and
bank account (3 in 1 type accounts), provided by certain brokers.
(ii) UPI Bidders may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account
(3 in 1 type accounts), provided by certain brokers.
(iii) QIBs and NIIs (not using the UPI Mechanism) may submit their ASBA Forms with SCSBs,
Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs.
(iv) ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as
an amount equivalent to the full Bid Amount which can be blocked by the SCSB or the Sponsor
Bank(s), as applicable, at the time of submitting the Bid. In order to ensure timely information to
investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts
blocked / unblocked including details as prescribed in the SEBI ICDR Master Circular.

For Anchor Investors, the Anchor Investor Application Form will be available at the offices of the BRLMs.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum


Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail Individual White
Investors, each resident in India and Eligible NRIs applying on a non-repatriation basis.(1)
Non-Residents including Eligible NRIs, their sub-accounts (other than sub-accounts which are Blue
foreign corporates or foreign individuals under the QIB Portion), FPIs or FVCIs registered
multilateral and bilateral development financial institutions applying on a repatriation basis.
Anchor Investors(2) White
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the websites of the Stock
Exchanges (www.nseindia.com and www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLMs.

In case of ASBA forms (except ASBA forms submitted by UPI Bidders), the relevant Designated Intermediaries
(other than SCSBs) shall submit/deliver the Bid cum Application Form to the respective SCSB, where the Bidder
has a bank account and shall not submit it to any non-SCSB bank or any Escrow Bank. Further, SCSBs shall
upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the
electronic bidding system of the Stock Exchanges and the Stock Exchanges validate the electronic bids with the
records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of
the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock
Exchanges. The Stock Exchanges shall accept the ASBA applications in their electronic bidding system only with
a mandatory confirmation on application monies blocked. For UPI Bidders, the Stock Exchanges shall allow
modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already
uploaded. The Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a
continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of
funds.

For UPI Bidders, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on
a continuous basis through API integration to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI

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Bidders for blocking of funds.The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to
UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile
applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid
entered in the Stock Exchanges bidding platform, and the liability to compensate the UPI Bidders in case of failed
transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or the Bankers to the Offer) at
whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed
transactions/ investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the
Bankers to the Offer shall provide the audit trail to the Book Running Lead Managers for analysing the same and
fixing liability.

The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the Book Running Lead
Managers in the format and within the timelines as specified under the SEBI UPI Circulars. Sponsor Bank(s) and
issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement
cycle and do a three-way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.

For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock
including details specified in the SEBI ICDR Master Circular. For all pending UPI Mandate Requests, the Sponsor
Bank(s) shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation
cut-off time of 5:00 pm IST on the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders should
accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate
Requests at the Cut-Off Time shall lapse. Further, modification/cancellation of Bids (if any) shall be allowed in
parallel during the Bid/Offer Period until the Cut-Off Time.

The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/ Offer
Opening Date until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Offer Bidding process.

The processing fees for applications made by the UPI Bidders may be released to the SCSBs only after such
SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format prescribed
by SEBI or applicable law.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or
any state securities laws of the United States and unless so registered, may not be offered or sold within the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered
and sold (a) in the United States only to persons reasonably believed to be “qualified institutional buyers” (as
defined in Rule 144A) and referred to in this Red Herring Prospectus as “U.S. QIBs”; for the avoidance of doubt,
the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations
and referred to in this Red Herring Prospectus as “QIBs”) in transactions exempt from or not subject to the
registration requirements of the U.S. Securities Act and in reliance on Rule 144A and (b) outside of the United
States in offshore transactions as defined in and in compliance with Regulation S and the applicable laws of the
jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

Participation by Promoter and Promoter Group of the Company, the BRLMs and the Syndicate Members
and persons related to Promoter/Promoter Group/the BRLMs

The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in this Offer in any
manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the
BRLMs and the Syndicate Members may Bid for Equity Shares in the Offer, either in the QIB Portion or in the
Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis
or in any other manner as introduced under applicable laws and such subscription may be on their own account

581
or on behalf of their clients. All categories of investors, including associates or affiliates of the BRLMs and
Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.

Neither (i) the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs
sponsored by the entities which are associate of the BRLMs or FPIs other than individuals, corporate bodies and
family offices which are associates of the BRLMs) or pension funds, with minimum corpus of ₹250 million and
registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the
Pension Fund Regulatory and Development Authority Act, 2013, and sponsored by entities which are associate
of the BRLMs nor; (ii) any person related to the Promoter or Promoter Group shall apply in the Offer under the
Anchor Investor Portion.

For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related
to the Promoter or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into
with the Promoter or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.

Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls,
directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other;
or (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over
the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLMs.

The Promoter Selling Shareholder, except to the extent of its Offered Shares, and the other members of the
Promoter Group will not participate in the Offer. Further, persons related to our Promoter and Promoter Group
shall not apply in the Offer under the Anchor Investor Portion

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead
Managers, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of
any single company provided that the limit of 10% shall not be applicable for investments in case of index funds
or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any
company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident forms should authorize
their respective SCSB or confirm or accept the UPI Mandate Request (in case of RIIs Bidding through the UPI
Mechanism) to block their Non- Resident External (“NRE”) accounts (including UPI ID, if activated), or FCNR
Accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorize
their respective SCSB to block their Non- Resident Ordinary (“NRO”) accounts or confirm or accept the UPI
mandate request (in case of UPI Bidders) for the full Bid Amount, at the time of the submission of the Bid cum
Application Form. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with the relevant
bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
(White in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents (Blue in colour).

582
NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars).
Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the
Offer, provided the UPI facility is enabled for their NRE/ NRO accounts.

For further details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian
Securities” beginning on page 596.

Participation of Eligible NRIs in the Offer shall be subject to the FEMA NDI Rules. Only Bids accompanied by
payment in Indian rupees or fully converted foreign exchange will be considered for Allotment.

Bids by HUFs

Bids by Hindu Undivided Families or HUFs should be made, in the individual name of the Karta. The
Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or first Bidder/applicant: XYZ Hindu Undivided Family
applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs may be considered at
par with Bids/Applications from individuals.

Bids by FPIs

In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which
means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50%
or common control) must be below 10% of our total paid-up Equity Share capital on a fully diluted basis. Further,
in terms of the FEMA NDI Rules, the total holding by each FPI (or a group) shall be less than 10% of the total
paid-up Equity Share capital of our Company on a fully diluted basis and the aggregate limit for FPI investments
shall be sectoral caps applicable to our Company, which is 100% of the total paid-up Equity Share capital of our
Company on a fully diluted basis.

In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share
capital, on a fully diluted basis the total investment made by the FPI will be re-classified as FDI subject to the
conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to
comply with applicable reporting requirements. Further, the total holdings of all FPIs put together, with effect
from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up
to 100%).

In terms of the FEMA NDI Rules, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs shall be included. Bids by FPIs which utilize the multi-investment manager structure, submitted
with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs may not be treated as
multiple Bids. FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions
which may be specified by the Government from time to time.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the
right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use
the Bid cum Application Form for Non-Residents (Blue in colour).

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other
conditions as may be specified by SEBI from time to time.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to inter alia the following conditions:

(a) such offshore derivative instruments are transferred only to persons in accordance with Regulation 21(1) of
the SEBI FPI Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre-approved by the FPI.

583
Participation of FPIs in the Offer shall be subject to the FEMA NDI Rules.

The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for non-residents.
Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure in accordance with the operational
guidelines for FPIs and designated Depository Participants issued to facilitate implementation of SEBI FPI
Regulations (such structure referred to as “MIM Structure”), provided such Bids have been made with different
beneficiary account numbers, Client IDs and DP IDs.

Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and
bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the
same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM
Structure. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected.

Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids:

• FPIs which utilize the MIM Structure, indicating the name of their respective investment managers in
such confirmation;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level/sub fund level where a collective investment
scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed
by a single investment manager;
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using
the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize any of the above-mentioned structures and indicate the name of their respective investment managers in
such confirmation. In the absence of such compliance from the relevant FPIs with the operational guidelines for
FPIs and designated Depository participants issued to facilitate implementation of SEBI FPI Regulations, such
multiple Bids shall be rejected.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, eligible FPIs, AIFs, Mutual Funds, insurance companies, insurance finds set up by the army, navy or air
force of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of ₹250 million and pension funds with a minimum corpus of ₹ 250
million, registered with the Pension Fund Regulatory and Development Authority established under sub-section
(1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013 (in each case, subject to
applicable law and in accordance with their respective constitutional documents), a certified copy of the power of
attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum
of association and articles of association and/or bye laws, as applicable must be lodged along with the Bid cum
Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in
either case, without assigning any reasons thereof.

Our Company, in consultation with the BRLMs, in their absolute discretion, reserves the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form.

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Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI FVCI Regulations as amended, inter alia, prescribe the investment restrictions on VCFs, and FVCIs
registered with SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions
on AIFs.

Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in an investee company
directly or through investment in the units of other AIF. A Category III AIFs cannot invest more than 10% of the
investible funds in an investee company directly or through investment in the units of other AIF. A VCF registered
as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible
funds by way of subscription to an initial public offering of a venture capital undertaking. Pursuant to the repeal
of the SEBI VCF Regulations, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations
shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the
fund is wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF
Regulations. Our Company, the Promoter Selling Shareholder, severally and not jointly, and the Book Running
Lead Managers will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign
currency.

Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed
25% of the corpus of the VCF or FVCI. Further, subject to FEMA NDI Rules, VCFs and FVCIs can invest only
up to 33.33% of the investible funds in various prescribed instruments, including in public offerings.

Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA NDI Rules.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves
the right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required
to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. The investment
limit for banking companies in non-financial services companies as per the Banking Regulation Act and Master
Direction – Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended, is 10%
of the paid-up share capital of the investee company or 10% of the bank’s own paid-up share capital and reserves,
whichever is lower. Further, the aggregate equity investments in subsidiaries and other entities engaged in
financial and non-financial services, including overseas investments, cannot exceed 20% of the bank’s paid -up
share capital and reserves. However, a banking company may hold up to 30% of the paid-up share capital of the
investee company with the prior approval of the RBI, provided that the investee company is engaged in non-
financial activities in which banking companies are permitted to engage under the Banking Regulation Act or the
additional acquisition is through restructuring of debt, or to protect the bank’s interest on loans/investments made
to a company. The bank is required to submit a time-bound action plan for disposal of such shares within a
specified period to the RBI. A banking company would require a prior approval of the RBI to make (i) investment
in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed), and
(iii) investment in a non-financial services company in excess of 10% of such investee company’s paid-up share
capital as stated in the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as
amended.

Bids by SCSBs

SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular. Such
SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a
separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used

585
solely for the purpose of making application in public issues and clear demarcated funds should be available in
such account for such applications.

Bids by Insurance Companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs reserves the right to reject any Bid without assigning any reason thereof, subject to
applicable law.

The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority of
India (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024, as amended (“IRDAI
Investment Regulations”), based on investments in the equity shares of a company, the entire group of the
investee company and the industry sector in which the investee company operates.

Insurance companies participating in the Offer are advised to refer to the IRDAI Investment Regulations for
specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.

Bids by Provident Funds/Pension Funds

In case of Bids made by provident funds/pension funds with minimum corpus of ₹250 million, registered with the
Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension
Fund Regulatory and Development Authority Act, 2013, subject to applicable law, a certified copy of a certificate
from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid
cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject
any Bid, without assigning any reason thereof.

Bids by NBFC-SIs

In case of Bids made by NBFC-SIs registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, (ii) certified copy of its last audited financial statements on a standalone basis, (iii) a net worth certificate
from its statutory auditor, and (iv) such other approval as may be required by the NBFC-SIs, are required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves
the right to reject any Bid without assigning any reason thereof, subject to applicable law. Systemically Important
NBFCs participating in the Offer shall comply with all applicable regulations, guidelines and circulars issued by
RBI from time to time.

The investment limit for NBFC-SI shall be as prescribed by RBI from time to time.

Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section,
the key terms for participation by Anchor Investors are provided below.

1. Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the Book Running Lead Managers.
2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹ 100
million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate
Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application
size of ₹ 100 million.
3. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4. Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date, and will
be completed on the same day.
5. Our Company, in consultation with the BRLMs, will finalize allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will
not be less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor
Portion is up to ₹ 100 million; (b) minimum of two and maximum of 15 Anchor Investors, where the
allocation under the Anchor Investor Portion is more than ₹ 100 million but up to ₹2,500 million, subject
to a minimum Allotment of ₹ 50 million per Anchor Investor; and (c) in case of allocation above ₹2,500
million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15
Anchor Investors for allocation up to ₹ 2,500 million, and an additional 10 Anchor Investors for every

586
additional ₹ 2,500 million, subject to minimum allotment of ₹ 50 million per Anchor Investor.
6. Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made
available in the public domain by the Book Running Lead Managers before the Bid/Offer Opening Date,
through intimation to the Stock Exchanges.
7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the
Bid.
8. If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Allocation Price will be payable by the
Anchor Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower
than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher
price, i.e., the Anchor Investor Offer Price.
9. 50% Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a
period of 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of
30 days from the date of Allotment.
10. Neither the (a) Book Running Lead Managers (s) or any associate of the Book Running Lead Managers
(other than mutual funds sponsored by entities which are associate of the Book Running Lead Managers
or insurance companies promoted by entities which are associate of the Book Running Lead Managers
or AIFs sponsored by the entities which are associates of the Book Running Lead Managers or FPIs,
other than individuals, corporate bodies and family offices, sponsored by the entities which are associate
of the Book Running Lead Managers) or pension funds, with minimum corpus of ₹250 million and
registered with the Pension Fund Regulatory and Development Authority established under Section 3(1)
of the Pension Fund Regulatory and Development Authority Act, 2013, and sponsored by entities which
are associate of the Book Running Lead Managers nor (b) the Promoter, Promoter Group or any person
related to the Promoter or members of the Promoter Group shall apply under the Anchor Investors
category.
11. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.

For more information, please read the General Information Document.

In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Offer.

The information set out above is given for the benefit of the Bidders. Our Company, the Promoter Selling
Shareholder, severally and not jointly and the Book Running Lead Managers are not liable for any
amendments or modification or changes to applicable laws or regulations, which may occur after the date
of this Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure
that any single Bid from them does not exceed the applicable investment limits or maximum number of the
Equity Shares that can be held by them under applicable law or regulations, or as will be specified in this
Red Herring Prospectus and the Prospectus.

Information for Bidders

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid.

In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network
and software of the electronic bidding system should not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by our Company, the Promoter Selling Shareholder
and/or the Book Running Lead Managers are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other
requirements, nor does it take any responsibility for the financial or other soundness of our Company, the
management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Red Herring Prospectus; nor does it warrant that the
Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

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General Instructions

QIBs and Non-Institutional Investors are not allowed to withdraw their Bid(s) or lower the size of their Bid(s) (in
terms of quantity of Equity Shares or the Bid Amount) at any stage. Anchor Investors are not allowed to withdraw
their Bids after the Anchor Investor Bidding Date. RIIs can revise their Bids during the Bid/ Offer Period and
withdraw their Bids until Bid/ Offer Closing Date.

Do’s:

1. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should
submit their Bids through the ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA
Account (i.e., bank account number) in the Bid cum Application Form if you are not an UPI Bidder in
the Bid cum Application Form and if you are an UPI Bidder ensure that you have mentioned the correct
UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form;
5. UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears
in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure
that the name of the app and the UPI handle which is used for making the application appears in Annexure
‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;
6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within
the prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form
in the manner set out in the GID;
7. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs;
8. Ensure that you mandatorily have funds equal to or higher than the Bid Amount in the ASBA Account
maintained with the SCSB before submitting the ASBA Form to the relevant Designated Intermediaries;
9. If the First Bidder is not the bank account holder, ensure that the Bid cum Application Form is signed by
the account holder. Ensure that you have an account with an SCSB and have mentioned the correct bank
account number in the Bid cum Application Form (for all ASBA Bidders other than UPI Bidders);
10. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
11. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment
specifying the application number as a proof of having accepted Bid cum Application Form for all your
Bid options from the concerned Designated Intermediary;
12. The ASBA bidders shall ensure that bids above ₹ 500,000, are uploaded only by the SCSBs;
13. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder
is included in the Bid cum Application Forms;
14. UPI Bidders Bidding in the Offer to ensure that they shall use only their own ASBA Account or only
their own bank account linked UPI ID) to make an application in the Offer and not ASBA Account or
bank account linked UPI ID of any third party;
15. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with
SCSBs and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable;
16. UPI Bidders in the Offer to ensure that they shall use only their own ASBA Account or only their own
bank account linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Offer and
not ASBA Account or bank account linked UPI ID of any third party;
17. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;
18. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorisation to the SCSB or Sponsor Bank(s), as applicable, via
the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned
in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of
UPI Bidders submitting their Bids and participating in the Offer, ensure that you authorise the UPI
Mandate Request, including in case of any revision of Bids, raised by the Sponsor Bank(s) for blocking
of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
19. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the

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courts, who, in terms of the SEBI circular no. MRD/Dop/Cir-20/2008 dated June 30, 2008, may be
exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors
who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities
market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular no.
MRD/DoP/SE/Cir- 8 /2006 dated July 20, 2006, may be exempted from specifying their PAN for
transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The
exemption for the Central or the State Government and officials appointed by the courts and for investors
residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficial owner by a suitable description in the
PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of
Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which
PAN is not mentioned will be rejected;
20. Ensure that the Demographic Details are updated, true and correct in all respects;
21. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;
22. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;
23. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents including a copy of the power of attorney, if applicable, are submitted;
24. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign
and Indian laws;
25. UPI Bidders who wish to Bid should submit Bid with the Designated Intermediaries, pursuant to which
the UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s)
to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account;
26. Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active, the
correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application
Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered
into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as
applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the
Depository database;
27. RIIs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which RIIs should ensure acceptance of the UPI Mandate Request
received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount
in the RII’s ASBA Account;
28. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00
p.m. IST on the Bid/ Offer Closing Date;
29. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;
30. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate
the name of their investment managers in such confirmation which shall be submitted along with each of
their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM
Bids shall be rejected;
31. Bids by Eligible NRIs for a Bid Amount of less than ₹200,000 would be considered under the retail
portion for the purposes of allocation and Bids for a Bid Amount exceeding ₹200,000 would be
considered under the non-institutional portion for allocation in the Offer;
32. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in
the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN.
Upon the authorisation of the mandate using his/her UPI PIN, an UPI Bidder may be deemed to have
verified the attachment containing the application details of the UPI Bidder in the UPI Mandate Request
and have agreed to block the entire Bid Amount and authorised the Sponsor Bank(s) to block the Bid
Amount mentioned in the Bid Cum Application Form;
33. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than
for Anchor Investors and UPI Bidders) is submitted to a Designated Intermediary in a Bidding Centre
and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named
at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such
branches is available on the website of SEBI at www.sebi.gov.in);
34. Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the
ASBA account under the ASBA process. In case of RIIs, once the Sponsor Bank(s) issues the Mandate
Request, the RIIs would be required to proceed to authorize the blocking of funds by confirming or

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accepting the UPI Mandate Request to authorize the blocking of funds equivalent to application amount
and subsequent debit of funds in case of Allotment, in a timely manner; and
35. UPI Bidders who have revised their Bids subsequent to making the initial Bid should also approve the
revised UPI Mandate Request generated by the Sponsor Bank(s) to authorize blocking of funds
equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely
manner.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
is liable to be rejected.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;


2. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;
3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than
the Bidding Centres;
5. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms;
6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;
7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
10. Do not submit the Bid for an amount more than funds available in your ASBA account;
11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of a Bidder;
12. In case of ASBA Bidders, do not submit more than one ASBA Form from an ASBA Account;
13. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of UPI Bidders, in the UPI linked bank account
where funds for making the Bid are available;
14. If you are an UPI Bidder, do not submit more than one Bid cum Application Form for each UPI ID;
15. Anchor Investors should not Bid through the ASBA process;
16. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;
17. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
18. Do not submit the General Index Register (GIR) number instead of the PAN;
19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details
for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to
the Offer;
20. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;
21. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);
22. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap
Price;
23. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
24. Do not Bid on another Bid cum Application Form or the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;
25. Do not Bid for Equity Shares more than what is specified for each category;
26. If you are a QIB, do not submit your Bid after 3 p.m. IST on the QIB Bid/Offer Closing Date (for online
applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for physical applications);
27. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for, exceeds the
Offer size and/or investment limit or maximum number of the Equity Shares that can be held under

590
applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or
under the terms of this Red Herring Prospectus;
28. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investors. RIIs can revise or withdraw
their Bids on or before the Bid/ Offer Closing Date;
29. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are
UPI Bidder, do not submit the ASBA Form directly with SCSBs;
30. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries
and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or
third party linked bank account UPI ID;
31. Do not Bid if you are an OCB;
32. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile
applications which is not mentioned in the list provided on the SEBI website is liable to be rejected;
33. Do not submit the Bid cum Application Forms to any non-SCSB bank;
34. Do not submit a Bid cum Application Form with third party ASBA Bank Account or UPI ID (in case of
Bids submitted by UPI Bidder);
35. Do not Bid for a Bid Amount exceeding ₹200,000 (for Bids by Retail Individual Investors);
36. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Bids submitted by UPI Bidders; and
37. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload
any bids above ₹500,000.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

For helpline details of the BRLMs pursuant to the SEBI ICDR Master Circular, see “General Information – Book
Running Lead Managers” on page 138.

Grounds for technical rejection

In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested
to note that Bids maybe rejected on the following additional technical grounds:

(a) Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
(b) Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
(c) Bids submitted on a plain paper;
(d) Bids submitted by UPI Bidders through an SCSBs and/or using a mobile application or UPI handle, not
listed on the website of SEBI;
(e) Bids under the UPI Mechanism submitted by UPI Bidders using third-party bank accounts or using a
third-party linked bank account UPI ID (subject to availability of information regarding third-party
account from Sponsor Bank(s));
(f) Anchor Investors should submit Anchor Investor Application Form only to the Book Running Lead
Managers;
(g) Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediary;
(h) ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account
UPI IDs;
(i) ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
(j) Bids submitted without the signature of the First Bidder or Sole Bidder;
(k) The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;
(l) Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
(m) GIR number furnished instead of PAN;
(n) Bids by RIIs with Bid Amount of a value of more than ₹200,000;
(o) Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
(p) Bids accompanied by stock invest, money order, postal order, or cash; and
(q) Bids uploaded by QIBs and by Non-Institutional Investors after 4.00 pm on the Bid/Offer Closing Date
and Bids by RIIs uploaded after 5.00 p.m. on the Bid/Offer Closing Date, unless extended by the Stock

591
Exchanges. On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for
uploading Bids received RIIs, after taking into account the total number of Bids received and as reported
by the BRLMs to the Stock Exchanges.

Further, in case of any pre-Offer or post -Offer related issues regarding share certificates/ demat credit/refund
orders/unblocking etc., investors can reach out to the Company Secretary and Compliance Officer. For further
details of the Company Secretary and Compliance Officer, see “General Information” and “Our Management”
beginning on page 136 and 344, respectively.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated
in accordance with applicable law. The Book Running Lead Managers shall, in their sole discretion, identify and
fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, Bidders shall be
entitled to compensation in the manner specified in the SEBI ICDR Master Circular read with SEBI ICDR Master
Circular, in case of delays in resolving investor grievances in relation to blocking / unblocking of funds.

For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Designated Stock Exchange, along with the Book Running Lead Managers and
the Registrar, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with
the procedure specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer except in
case of oversubscription for the purpose of rounding off to make Allotment, in consultation with the Designated
Stock Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Offer to public may be
made for the purpose of making Allotment in minimum lots.

The Allotment of Equity Shares to Bidders other than to the RIIs, NIIs and Anchor Investors shall be on a
proportionate basis within the respective investor categories and the number of securities Allotted shall be rounded
off to the nearest integer, subject to minimum Allotment being equal to the minimum application size as
determined and disclosed. The Allotment of Equity Shares to Anchor Investors shall be on a discretionary basis.

The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to the availability of shares in Retail Portion, and the remaining available shares, if any, shall be allotted
on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non-Institutional
Investors. The Equity Shares available for allocation to Non-Institutional Investors under the Non-Institutional
Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Investors shall
be reserved for applicants with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii)
two-third of the portion available to Non-Institutional Investors shall be reserved for applicants with an application
size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional Investors. The allotment
to each Non-Institutional Investors shall not be less than the Minimum NII Application Size, subject to the
availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares.

The Allotment of Equity Shares to each RII shall not be less than the minimum Bid lot, subject to the availability
of shares in RII category, and the remaining available shares, if any, shall be allotted on a proportionate basis.

Payment into Anchor Investor Escrow Accounts

Our Company, in consultation with the BRLMs, will decide the list of Anchor Investors to whom the CAN will
be sent, pursuant to which, the details of the Equity Shares allocated to them in their respective names will be
notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA
process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT)
to the Escrow Accounts. For Anchor Investors, the payment instruments for payment into the Anchor Investor
Escrow Account should be drawn in favour of:

592
(a) In case of resident Anchor Investors: “Tenneco Clean Air India Limited – Anchor R Account ”

(b) In case of Non-Resident Anchor Investors: “Tenneco Clean Air India Limited – Anchor NR Account”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Promoter Selling Shareholder, the Syndicate, the Escrow Banks and
the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer and Price Band Advertisement

Subject to Section 30 of the Companies Act, our Company shall, after filing this Red Herring Prospectus with the
RoC, publish a pre-Offer and Price Band advertisement, in the form prescribed under the SEBI ICDR Regulations,
in all editions of Financial Express (a widely circulated English national daily newspaper) and all editions of
Jansatta (a widely circulated Hindi national daily newspaper, and Chennai edition of Makkal Kural (a widely
circulated Tamil daily newspaper, Tamil being the regional language of Tamil Nadu, India, where our Registered
Office is located).

In the pre-Offer and Price Band advertisement, we shall state the floor price or the price band at least two working
days before the opening of the Offer. This advertisement, subject to the provisions of Section 30 of the Companies
Act, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations, in the same
newspapers in which the public announcement under sub-regulation (2) of Regulation 26 was published.

Allotment advertisement

Our Company, the Book Running Lead Managers and the Registrar shall publish an allotment advertisement
before commencement of trading, disclosing the date of commencement of trading in all editions of Financial
Express (a widely circulated English national daily newspaper), and all editions of Jansatta (a widely circulated
Hindi national daily newspaper, and Chennai edition of Makkal Kural (a widely circulated Tamil daily newspaper,
Tamil being the regional language of Tamil Nadu, India, where our Registered Office is located).

The allotment advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to
the Offer, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock
Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval
from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading
approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and
trading approval from all the Stock Exchanges where the Equity Shares are proposed to be listed, then the
allotment advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to the
Offer, following the receipt of final listing and trading approval from all the Stock Exchanges.

The information set out above is given for the benefit of the Bidders/applicants. Our Company, the
Promoter Selling Shareholder, severally and not jointly and the Book Running Lead Managers are not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of this Red Herring Prospectus. Bidders/applicants are advised to make their independent
investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed limits
under applicable laws or regulations.

Signing of the Underwriting Agreement and Filing with the RoC

(a) Our Company, the Promoter Selling Shareholder and the Underwriters intend to enter into an
Underwriting Agreement after the finalisation of the Offer Price, but prior to filing of the Prospectus.

(b) After signing the Underwriting Agreement, a Prospectus will be filed with the RoC in accordance with
applicable law. The Prospectus will contain details of the Offer Price, the Anchor Investor Offer Price,
the Offer size, and underwriting arrangements and will be complete in all material respects.

Depository Arrangements

The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). For
more information, see “Terms of the Offer” beginning on page 565.

593
Undertakings by our Company

Our Company undertakes the following:

• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by
Bidders;
• the complaints received in respect of the Offer shall be attended to by our Company
expeditiously and satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at
the Stock Exchanges shall be taken within such time period as prescribed under applicable law;
• the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed in
this Red Herring Prospectus shall be made available to the Registrar to the Offer by our
Company;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the unsuccessful Bidder within time prescribed under applicable
law, giving details of the bank where refunds shall be credited along with amount and expected
date of electronic credit of refund;
• the Promoter’s contribution shall be brought in advance before the Bid/ Offer Opening Date;
and
• that if our Company does not proceed with the Offer after the Bid/ Offer Closing Date but prior
to Allotment, the reason thereof shall be given as a public notice within two days of the Bid/
Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-
Offer advertisements were published. The Stock Exchanges shall be informed promptly;
• that if the Offer is withdrawn including after the Bid/ Offer Closing Date, our Company shall
be required to file a fresh offer document with SEBI; and
• There shall be no further issue or offer of securities of our Company, whether by way of a bonus
issue, preferential allotment, rights issue or in any other manner, during the period commencing
from the date of filing the Draft Red Herring Prospectus with the SEBI until the Equity Shares
proposed to be transferred pursuant to the Offer have been listed and have commenced trading
or until the Bid monies are refunded on account of, inter alia, failure to obtain listing approvals
in relation to the Offer.

Undertakings by the Promoter Selling Shareholder

The Promoter Selling Shareholder undertakes that:

• its Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8
of the SEBI ICDR Regulations;
• it shall provide reasonable cooperation to our Company in relation to the Offered Shares for the
completion of the necessary formalities for listing and commencement of trading at the Stock
Exchanges;
• that it shall provide such reasonable assistance to our Company in redressal of such investor
grievances that pertain to the Offered Shares;
• it shall deposit the Offered Shares in an escrow demat account in accordance with the Share
Escrow Agreement;
• it is the legal and beneficial owner of the Offered Shares and such Offered Shares shall be
transferred in the Offer free from lien, charge and encumbrance; and
• it shall not have recourse to the proceeds of the Offer, which shall be held in escrow in its favour,
until the final approval for listing and trading of the Equity Shares from the Stock Exchanges
where listing is sought has been received.

Utilisation of Offer Proceeds

Our Company and the Promoter Selling Shareholder, severally and not jointly, specifically confirm that all monies
received out of the Offer shall be credited/transferred to a separate bank account other than the bank account
referred to in sub-section (3) of Section 40 of the Companies Act.

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Impersonation

Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act which is reproduced below:

“Any person who –

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act for fraud involving an amount of at least ₹1
million or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall
not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in
the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1.00 million or
1% of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of
such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which
may extend to ₹5.00 million or with both.

595
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Foreign investment is permitted (except in the prohibited sectors) in Indian
companies, either through the automatic route or the approval route, depending upon the sector in which foreign
investment is sought to be made. The RBI and the concerned ministries/ departments are responsible for granting
approval for foreign investment.

The Government of India makes policy announcements on FDI through press notes and press releases. The
regulatory framework, over a period of time, thus, consists of acts, regulations, press notes, press releases, and
clarifications among other amendments. The Department for Promotion of Industry and Internal Trade, Ministry
of Commerce and Industry (formerly Department of Industrial Policy and Promotion), Government of India
(“DPIIT”) issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from October 15,
2020 (the “FDI Policy”), which consolidates and supersedes all previous press note, press releases and
clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020.

On October 17, 2019, the Ministry of Finance, Department of Economic Affairs, had notified the FEMA rules,
which had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident
Outside India) Regulations 2017. Foreign investment in this Offer shall be on the basis of the FEMA rules. Further
in terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the FDI Policy and
the FEMA NDI Rules has been amended to state that all investments under the foreign direct investment route by
entities of a country which shares land border with India or where the beneficial owner of an investment into India
is situated in or is a citizen of any such country will require prior approval of the Government of India. Further,
in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India,
directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such
subsequent change in the beneficial ownership will also require approval of the Government of India. Pursuant to
the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank
or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country
be treated as the beneficial owner of the investments of such bank of fund in India. Further, in accordance with
the amendment to the Companies (Share Capital and Debentures) Rules, 2014 vide notification dated May 4, 2022
issued by Ministry of Corporate Affairs, a declaration shall be inserted in the share transfer form stipulating
whether government approval shall be required to be obtained under Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 prior to transfer of shares, as applicable. Each Bidder should seek independent legal
advice about its ability to participate in the Offer. In the event such prior approval of the Government of India is
required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the
Offer in writing about such approval along with a copy thereof within the Offer Period.

In accordance with the FEMA NDI Rules and FDI Policy read with Press Note, 100% foreign direct investment
is permitted under the automatic route for companies in the “manufacturing” sector. Further, transfer of shares
between an Indian resident and a non-resident does not require the prior approval of the RBI, provided that (i) the
activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract
the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits
under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.

For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids
by Eligible NRIs” and “Offer Procedure – Bids by FPIs” on pages 582 and 583, respectively.

In accordance with the existing policy of the Government of India, OCBs cannot participate in this Offer.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws of the United States and, unless so registered, may not be offered or sold within the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity
Shares are being offered and sold (a) in the United States only to persons reasonably believed to be
“qualified institutional buyers” (as defined in and in reliance on Rule 144A) and referred to in this Red
Herring Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a
category of institutional investor defined under applicable Indian regulations and referred to in this Red
Herring Prospectus as “QIBs” in transactions exempt from or not subject to the registration requirements

596
of the U.S. Securities Act and in reliance on Rule 144A and (b) outside of the United States in offshore
transactions as defined in and in compliance with Regulation S and the applicable laws of the jurisdiction
where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Red Herring Prospectus. Bidders are advised to make their independent investigations, seek
independent legal advice about its ability to participate in the Offer and ensure that the number of Equity
Shares Bid for do not exceed the applicable limits under laws or regulations.

597
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of
Association of our Company. The Articles of Association of our Company are detailed below. No material clause
of the Articles of Association having bearing on the Offer or the disclosures required in this Red Herring
Prospectus has been omitted. As on the date of this Red Herring Prospectus, the provisions of the Articles of
Association of our Company are in compliance with the Companies Act. The Articles of Association of our
Company does not confer special rights to any person in any manner.

THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

TENNECO CLEAN AIR INDIA LIMITED

This set of Articles of Association of the Company has been approved pursuant to the provisions of the Section
14 of the Companies Act, 2013 and by a special resolution passed at the Extraordinary General Meeting of
Tenneco Clean Air India Limited (the “Company”) held on February 21, 2025. These Articles have been adopted
as the Articles of Association of the Company in substitution for and to the exclusion of all the existing articles
of association.

PRELIMINARY

1. The regulations contained in Table F of Schedule I of the Companies Act, 2013 Table F
shall apply to the Company so far as they are not inconsistent with or repugnant regulations to
to any of the regulations contained in these Articles. apply to the
extent they are
not inconsistent
with the Articles
INTERPRETATION

2. In the interpretation of these Articles, the following words and expressions shall Interpretation
have the following meanings, unless repugnant to the subject or context hereof: Clause

“Act” means the Companies Act, 2013, to the extent notified, as amended from “Act”
time to time and includes any re-enactment thereof, with all schedules and tables
thereunder, as notified, with effect from the date of such notification in the
official Gazette of India including all the rules, notifications, clarifications,
orders and circulars issued thereunder.

“Alter” and “Alteration” shall include the making of additions, omission, “Alter”
insertion, deletion and substitutions.

“Annual General Meeting” means a General Meeting of the Members held in “Annual
accordance with the provisions of Section 96 of the Act. General
Meeting”
“Articles”, means these Articles of Association as originally framed or altered “Articles” or
from time to time and includes the memorandum where the context so requires. “Articles” of
“Association”

“Board” or “Board of Directors” or “The Board” or “The Board of “Board” or


Directors” means the board of directors of the Company in office at applicable “Board of
times. Directors”

598
“Beneficial Owner” means a Person whose name is recorded as such with a “Beneficial
Depository. Owner”

“Bye Laws” means bye-laws made by a Depository under Section 26 of the “Bye-Laws”
Depositories Act, 1996.

“Company” or “This Company” means Tenneco Clean Air India Limited, a “Company”
company incorporated under the laws of India.

“Company Secretary” or “Secretary” means a company secretary as defined “Secretary”


in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act,
1980 who is appointed by a company to perform the functions of a company
secretary under the Act and these Articles.

“Debenture” includes debenture stock, bonds or any other instrument of the “Debenture”
Company evidencing a debt, whether constituting a charge on the assets of the
Company or not.

“Depositories Act” means the Depository Act, 1996 (22 of 1996) including any “Depositories
statutory modification or re-enactment thereof including all the rules, Act”
notifications, circulars issued thereof for the time being in force.

“Depository” means a depository as defined in clause (e) of sub-section (1) of “Depository”


section 2 of the Depositories Act, 1996.

“Director” means a director appointed to the Board of the Company in “Director”


accordance with these Articles, including any independent director, additional
director, nominee director and/or alternate director, appointed in accordance
with these Articles.

“Dividend” includes interim Dividend. “Dividend”

“Document” includes summons, notice, requisition, order, declaration, form “Document”


and register, whether issued, sent or kept in pursuance of the Act or under any
other law for the time being in force or otherwise, maintained on paper or in
electronic form.

“Employees’ Stock Option Plan” means the employee stock option plan as “Employees’
formulated and approved by the Board of Directors and shareholders of the stock option”
Company, applicable inter alia to the employees, the Directors of the Company
and its subsidiary companies.

“Equity Shares” means the equity shares of INR 10/-each, in the issued, “Equity Shares”
subscribed and paid up equity share capital of the Company.

“Extra Ordinary General Meeting” means an extra ordinary general meeting “Extra Ordinary
of the Members duly called and constituted in terms of these Articles and the General
Act, and any adjournments thereof. Meeting”

“Key Managerial Personnel”, in relation to the Company, means— “Key


Managerial
(i) the chief executive officer or the managing director or the manager; Personnel”
(ii) the company secretary;
(iii)the whole-time director;
(iv) the chief financial officer;
(v) such other officer, not more than one level below the Board of Directors
who is in whole-time employment, designated as key managerial personnel
by the Board; and
(vi) such other officer as may be prescribed under the Act

599
“Meeting” or “General Meeting” means a meeting of Members including “Meeting or
Annual General Meeting and Extra Ordinary General Meeting. General
Meeting”

“Member”, in relation to the Company, means— “Member”

(i) the subscriber to the Memorandum of Association of the Company who


shall be deemed to have agreed to become member of the Company, and on
its registration, shall be entered as a member in its Register of Members;
(ii) every other person who agrees in writing to become a member of the
Company and whose name is entered in the Register of Members of the
Company;
(iii) every person holding Shares of the Company and whose name is entered as
a Beneficial Owner in the records of the Depository.

“Memorandum of Association” means the memorandum of association of the “Memorandum


Company (as amended, substituted, replaced from time to time). of Association”

“Month” means a period of thirty days and a “Calendar month” means an “Month” and
English Calendar Month. “Calendar
Month”

“Officer who is in default” shall have the same meaning as specified under “officer who is
Section 2 (60) of the Act. in default”

"Ordinary Resolution" and “Special Resolution” shall have the same meaning “Ordinary
as specified under Section 114 of the Act. Resolution" and
"Special
Resolution”

“Person” includes an individual, an association of persons or body of “Person”


individual, whether incorporated or not and a firm.

“Register and Index of beneficial owners” maintained by a depository under “Register and
Section 11 of the Depositories Act shall be deemed to be the Register and Index Index of
of Members for the purpose of the Act and these Articles. beneficial
owners”
“Register of Members” means the Register of Member to be kept in pursuance “Register of the
to the provisions of the Act. Members”

“Registered Office” means the registered office of the Company for the time “Registered
being. Office”

“SEBI” means the, Securities and Exchange Board of India. “SEBI”

“SEBI LODR Regulations” means the Securities and Exchange Board of India “SEBI LODR
(Listing Obligation and Disclosure Requirements) Regulations, 2015. Regulations”

“Security(ies)” means the securities as defined in clause (h) of section 2 of the


Securities Contracts (Regulation) Act, 1956. “Security”

“Shares” means the shares of the Company issued from time to time and “Shares”
carrying the rights as set out in these Articles including preference shares and
the Equity Shares.

“The Registrar” means the Registrar of Companies of the State in which the “Registrar”
Registered Office of the Company is for the time being situate.

Words importing the masculine gender include the feminine gender. “Gender”

600
Words importing the singular number include the plural number. “Singular
number”
Subject as aforesaid, any words and expressions defined in the Act as modified “Words and
up to the date on which these Articles become binding on the Company shall, Expressions
except where the subject or context otherwise requires, bear the same meaning defined in the
in these Articles. Companies Act”

Word and concepts not defined in these articles shall have the same meaning as “Word to have
defined under Section 2 of the Act and Rules made there under. same meaning
as under the Act
and Rules”
“Writing” shall include printing and lithography and any other mode or modes “Writing”
representing or reproducing words in a visible form.

"Year" means the calendar year and "Financial Year", the period starting from “Year” and
1st day of April and ending on the 31st day of March every year in relation to “Financial year”
the Company means.

3. The marginal notes hereto shall have no effect on the construction hereof. “Marginal
Notes”

SHARE CAPITAL

4. The authorized share capital of the Company shall be such amount and be Share Capital
divided into such class(es), denomination(s) and number of Shares as may, from
time to time, be provided in Clause V of the Memorandum of Association, each
Share with rights, privileges and conditions attached thereto as are provided by
these Articles for the time being, and with the power to increase, consolidate,
divide, sub-divide, cancel and reduce the share capital of the Company and to
convert Shares into stocks and re-convert that and to divide the Shares for the
time being into several classes and to attach thereto respectively such
preferential rights, privileges or conditions as may be determined by or in
accordance with these Articles and to vary, modify, amalgamate or abrogate any
such rights, privileges in such manner as may for the time being be provided in
these Articles. A common form of transfer shall be used in case of transfer of
shares. The Company may issue the following kinds of shares in accordance
with these Articles, the Act and other applicable laws:

(a) Equity share capital:

(i) with voting rights; and/or

(ii) with differential rights as to dividend, voting or otherwise in


accordance with the Act; and

(b) Preference share capital.

5. Subject to the provisions of the Act and these Articles, the Shares shall be under Shares under
the control of the Board of Directors who may issue, allot or otherwise dispose control of Board
of the same or any of them to such Persons, in such proportion and on such terms of Directors.
and conditions and either at a premium or at par and at such time as they may
from time to time think fit.

601
6. In addition to, and without derogating from the power for that purpose conferred Power of
on the Board of Directors under these Articles, the Company in a General General
Meeting may, subject to the compliance of Sections 42 and 62 of the Act as the Meeting to offer
case may be and Rules notified thereunder, determine to issue further Shares out Shares to such
of the authorized but unissued share capital of the Company and may determine Persons as the
if any Shares shall be offered to such Persons (whether Members or holders of Company may
Debentures of the Company or not) in such proportions and on such terms and resolve.
conditions and either at a premium or at par, as such General Meeting shall
determine and with full power to give any Person (whether a Member or holder
of Debentures of the Company or not) an option to be exercisable at such times
and for such consideration as may be directed by such General Meeting and
subject to such other provisions whatsoever as the case may be, stipulated by
the General Meeting, for the issue, allotment or disposal of any Share.

7. Subject to the provisions of the Act and these Articles, the Board of Directors Directors may
may allot and issue Shares in payment/ part-payment/ part-repayment for any allot Shares as
property or assets of any kind whatsoever (including the good-will of any fully paid up
business) sold or transferred or goods or machinery or know-how supplied or
for services rendered to the Company either for the formation or promotion of
the Company or the conduct of its business and any Shares which may be so
allotted may be issued as fully paid up or partly paid up otherwise than for cash
and if so issued shall be deemed to be fully paid up or partly paid up Shares as
aforesaid. The Board of Directors shall cause returns to be filed of any such
allotment as may be required under the provisions of the Act.

8. The Company be and is hereby empowered to issue Shares under the Employee Employee Stock
Stock Option Plan, subject to the provisions Section 62(iii)(b) of the Act and Options
Rules issued thereunder, guidelines and regulations issued by SEBI and other
laws as applicable.

9. The Shares shall be numbered progressively according to their several Shares to be


denominations. numbered
progressively

10. The money (if any) which the Board of Directors shall, on the allotment of any Deposit and
Shares being made by them, require or direct to be paid by way of deposits, call calls etc. /to be a
or otherwise in respect of any Shares allotted by them, immediately on the debt payable
insertion of the name of the allottee in the Register of Members as the holder of immediately.
such shares, shall become a debt due to and recoverable by the Company from
the allottee thereof, and shall be paid by such allottee accordingly.

11. If by the conditions of allotment of any Share, the whole or part of the amount Installments on
or issue price thereof shall be payable by installments, every such installment shares to be
shall when due, be paid to the Company from time to time by the Person who duly paid
for the time being shall be the registered holder of the Share or his legal
representative.

12. Except when required by law or ordered by a court of competent jurisdiction, Company not
the Company shall not be bound to recognize any person as holding any share bound to
upon any trust and the Company shall not be bound by, or be compelled in any recognize any
way to recognize (even when having notice thereof) an equitable, contingent, interest in
future or partial interest in any share or any interest in any fractional part of a shares other
share, or (except only as by these Articles or as ordered by a court of competent than that of the
jurisdiction or by law otherwise provided) any other rights in respect of any registered
share except an absolute right to the entirety thereof in the registered holder. holder.

13. None of the funds of the Company shall be applied in the purchase of any Shares Funds of
of the Company itself and not give any financial assistance for or in connection Company shall
with the purchase or subscription of any Shares in the Company or in its holding not be applied in
company save as provided by provisions of the Act. purchase of

602
shares of the
Company.
14. FURTHER ISSUE OF SHARES

(1) Where at any time, it is proposed to increase the subscribed Share Capital of
the Company by the issue of further Shares, such Shares shall be offered,

(a) to the persons who, on the date specified under applicable law, are holders
of the equity shares of the Company, in proportion, as nearly as
circumstances admit, to the paid-up share capital on those shares by sending
a letter of offer subject to the following conditions, namely:

(i) the offer shall be made by notice specifying the number of shares
offered and limiting a time not less than fifteen (15) days or such
lesser number of days as may be prescribed and not exceeding
thirty (30) days from the date of the offer within which the offer,
if not accepted, shall be deemed to have been declined;
(ii) the offer aforesaid shall be deemed to include a right exercisable
by the person concerned to renounce the shares offered to him or
any of them in favour of any other person; and the notice referred
to in clause (i) hereof shall contain a statement of this right;
(iii) after the expiry of the time specified in the notice aforesaid, or on
receipt of earlier intimation from the person to whom such notice
is given that he declines to accept the Shares offered, the Board of
Directors may dispose of them in such manner which is not
disadvantageous to shareholders and the Company.

(b) to employees under a scheme of employees’ stock option, subject to special


resolution passed by the shareholders of the Company and subject to such
conditions as prescribed in the Act; or
(c) A further issue of shares may be made in any manner whatsoever as the
Board may determine including by way of preferential offer or private
placement, subject to and in accordance with Section 42 & Section 62 the
Companies Act, 2013 and the Rules.

(2) The notice referred to in sub-clause (i) of clause (a) of sub-clause (1) shall
be dispatched through registered post or speed post or through electronic
mode or courier or any other mode having proof of delivery to all the
existing Shareholders at least 3 (three) days before the opening of the issue
or such other period prescribed under applicable law.

(3) Nothing in this Article shall apply to the increase of the subscribed capital
of a Company caused by the exercise of an option attached to the
debentures issued or loan raised by the Company to convert such
debentures or loans into shares in the Company. Provided that the terms of
issue of such debentures or the terms of such loans containing such option
have been approved before the issue of such debentures or the raising of
loan by a special resolution passed by the Company in a general meeting.

(4) Notwithstanding anything contained in sub-clause (3) above, where any


debentures have been issued or loan has been obtained from any
Government by the Company, and if that Government considers it
necessary in the public interest so to do, it may, by order, direct that such
debentures or loans or any part thereof shall be converted into shares in the
Company on such terms and conditions as appear to the Government to be
reasonable in the circumstances of the case even if terms of the issue of
such debentures or the raising of such loans do not include a term for
providing for an option for such conversion. Provided that where the terms
and conditions of such conversion are not acceptable to the Company, it
may, within sixty days from the date of communication of such order,

603
appeal to the Tribunal which shall after hearing the Company and the
Government pass such order as it deems fit.

(5) In determining the terms and conditions of conversion under sub-clause (4),
the Government shall have due regard to the financial position of the
Company, the terms of issue of debentures or loans, as the case may be,
the rate of interest payable on such debentures or loans and such other
matters as it may consider necessary.

(6) Where the Government has, by an order made under sub-clause (4), directed
that any debenture or loan or any part thereof shall be converted into shares
in the Company and where no appeal has been preferred to the Tribunal
under sub-clause (4) or where such appeal has been dismissed, the
Memorandum of Association of the Company shall, where such order has
the effect of increasing the authorized Share Capital of the Company, be
altered and the authorized share capital of the Company shall stand
increased by an amount equal to the amount of the value of shares which
such debentures or loans or part thereof has been converted into.

UNDERWRITING AND BROKERAGE

15. The Company may, subject to the applicable provisions of the Act, at any time Commission for
pay a commission to any Person in consideration of his/her subscribing or placing shares,
agreeing to subscribe or such Person procuring or agreeing to procure debentures, etc.
subscriptions, whether absolutely or conditionally, for any Shares or Debentures
of the Company, but the rate of such commission shall not exceed the
permissible rates under the provisions of the Act and be subject to the conditions
prescribed under sub-section (6) of section 40 of the Act and the rules made
thereunder. The Company may exercise the powers of paying commissions
conferred by sub-section (6) of section 40 of the Act, provided that the rate per
cent. or the amount of the commission paid or agreed to be paid shall be
disclosed in the manner required by that section and rules made thereunder. The
rate or amount of the commission shall not exceed the rate or amount prescribed
in rules made under sub-section (6) of section 40 of the Act. The commission
may be satisfied by the payment of cash or the allotment of fully or partly paid
Shares or Debentures or partly in the one way and partly in the other. The
Company may also on any issue of Shares or Debentures, pay such brokerage
as may be lawful.

LIEN

16. (i) The Company shall have a first and paramount lien—
Lien
(a) on every share (not being a fully paid Share), for all monies (whether
presently payable or not) called, or payable at a fixed time, in respect
of that share; and

(b) on all Shares (not being fully paid Shares) standing registered in the
name of a single person, for all monies presently payable by him/her
or his/her estate to the Company:

Provided that the Board of Directors may at any time declare any Share
to be wholly or in part exempt from the provisions of this Article.

Provided further that fully paid up Shares shall be free from all lien.

(ii) The Company’s lien, if any, on a Share shall extend to all dividends payable
and bonuses declared from time to time in respect of such Shares.

604
The Company may sell, in such manner as the Board thinks fit, any Shares on
which the Company has a lien:

Provided that no sale shall be made—

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen (14) days after a notice in writing stating
and demanding payment of such part of the amount in respect of which the
lien exists as is presently payable, has been given to the registered holder
for the time being of the Share or the person entitled thereto by reason of Enforcement of
his death or insolvency. lien by safe.

17. (i) For the purpose of enforcing the aforesaid lien on the partly paid- up
shares, the Board of Directors may sell the Shares, subject to the terms
hereof, in such manner as they shall think fit. However, no sale shall
be consummated, unless the sum in respect of which the lien exists is
presently payable and until notice in writing of the intention to sell
shall have been served on such Member, his executors or
administrators or his committee, or other legal representatives as the
case may be, and a default shall have been made by him or them in the
payment of such sums payable as aforesaid, for a period of seven (7)
days from the date of notice.
Application of
(iii) To give effect to any such sale, the Board may authorize any person to proceeds of sale.
transfer the Shares sold to the purchaser thereof and the purchaser shall be
registered as the holder of the Shares comprised in any such transfer. Upon
any such sale as aforesaid, the certificates in respect of the Shares sold,
shall stand cancelled and become null and void and of no effect and the
Board of Directors shall be entitled to issue a new certificate or certificates
in lieu of the sale to the purchaser or purchasers concerned.

18. The net proceeds of any such sale, after payment of the costs of such sale,
shall be applied in or towards the satisfaction of the debts, liabilities
or engagements of the defaulting Member and the residue, (if any)
shall, subject to a like lien for sums not presently payable as existed
upon the Shares before the sale, be paid to such Member or the person
(if any) entitled by transmission to the Shares so sold.

ISSUE OF CERTIFICATES

19. (i) Every Person whose name is entered as a Member in the Register of Share
Members shall be entitled, without payment to one or more certificates in Certificates.
marketable lots, for all the shares of each class or denomination registered
in his name, or if the directors so approve (upon paying such fee as the
Directors so determine) to several certificates, each for one or more of such
shares and shall receive such certificate(s) within two (2) months from the
date of allotment or within one (1) month of the receipt of application of
registration of transfer, transmission, sub-division, consolidation or renewal
of any of its shares as the case may be.

(ii) Every certificate shall be under the seal of the company and shall specify
the shares to which it relates and the amount paid-up thereon and shall be
signed by two Directors or by a Director and the Company Secretary,
wherever the Company has appointed a Company Secretary.

(iii) In respect of any Share or Shares held jointly by several persons, the
Company shall not be bound to issue more than one certificate, and delivery
of a certificate for a Share to one of several joint holders shall be sufficient
delivery to all such holders.

605
20. The Board of Directors may in their absolute discretion allow or refuse sub- Right to refuse
division of Share/Debenture certificate where such sub-division will result in to issue
the issue of certificate for number of Shares and/or Debentures which is less share/debenture
than the marketable lot, unless the sub-division is required to be made to comply Certificate not in
with a statutory provision or an order of a competent court of law. consonance with
marketable lot.

21. (i) If any certificate be worn out, defaced, mutilated or torn or if there be no As to issue of
further space on the back thereof for endorsement of transfer or in case of new Certificate
sub- division or consolidation of Shares, then upon production and in place of those
surrender thereof to the Company, a new certificate may be issued in lieu defaced lost or
thereof, and if any certificate is lost or destroyed then upon proof thereof to destroyed.
the satisfaction of the Company and on execution of such indemnity as the
Company deems adequate, a new certificate in lieu thereof shall be given to
the party entitled to such lost or destroyed certificate. Every certificate
under this Article shall be issued without payment of fees if the Directors
so decide, or on payment of such fees (not exceeding Rupees twenty for
each certificate) as the Directors shall prescribe. Provided that no fee shall
be charged for issue of new certificates in replacement of those which are
old, defaced or worn out or where there is not further space on the back
thereof for endorsement of transfer or in case of sub-division or
consolidation of Shares.

(a) When a new share certificate has been issued in pursuance of sub clause
(a) of this Article 21 (i), it shall state on the face of it and against the stub
or counterfoil to the effect that it is “Issued in lieu of Share Certificate No.
_____”. The word “Duplicate” shall be stamped or punched in bold letters
across the face of the share certificate.

(b) Where a new share certificate has been issued in pursuance of this Article
21 (i), particulars of every such share certificate shall be entered in a
Register of Renewed and Duplicate Certificate indicating against the
names of the persons to whom the certificate is issued the number and date
of issue of the share certificate in lieu of which the new share certificate is
issued, and the necessary, changes indicated in the Register of Members
by suitable cross reference in the “Remarks” column.

(c) All blank forms to be issued for share certificates shall be printed and the
printing shall be done only on the authority of a resolution of the Board.
The blank form shall be consecutively machine numbered and the forms
and the blocks, engravings, facsimiles and hues relating to the printing of
such forms shall be kept in the custody of the Secretary or such other
person as the Board may appoint for the purpose, and the Secretary or other
persons aforesaid shall be responsible for rendering an account of these
forms to the Board.

(d) Managing Director of the Company, if the Company has no Managing


Director, every Director of the Company shall be responsible for the
maintenance, preservation, and the safe custody of all books and
documents, relating to the issue of share certificates except the blank forms
of share certificates referred to in sub clause (d) of this Article 21 (i).

(e) All the books and documents referred to in this Article 21 shall be
preserved in good order permanently.

Provided that notwithstanding what is stated above, the Directors shall comply
with such rules or regulations and requirements of any stock exchange or the
rules made under the Act or the rules made under Securities Contracts

606
(Regulation) Act, 1956, as amended or any other act or rules applicable in this
behalf.

The provisions of this Article shall mutatis mutandis apply to issue of


certificates for any other Securities, including Debentures, of the Company.

22. Every endorsement upon a share certificate in favour of any transferee thereof Endorsement of
shall be signed by such person for the time being authorized by the Board of Certificate.
Directors in that behalf.

23. The Board shall comply with requirements of Section 46 and rules notified Directors to
under the Act relating to the issue and execution of share certificates. The comply with
provisions of these Articles shall mutatis mutandis apply to Debentures of the rules.
Company.

CALLS

24. The Board may, from time to time, make calls upon the Members in respect of
any monies unpaid on their Shares (whether on account of the nominal value of
the Shares or by way of premium) and not by the conditions of allotment thereof
made payable at fixed times:

Provided that no call shall exceed one-fourth of the nominal value of the Share
or be payable at less than one month from the date fixed for the payment of the
last preceding call. Further, provided that the option or right to call of shares
shall not be given to any person or persons without the sanction of the Company
in the General Meeting.

25. Each Member shall, subject to receiving at least fourteen (14) days’ notice
specifying the time or times and place of payment, pay to the Company, at the
time or times and place so specified, the amount called on his/her Shares.

26. A call may be revoked or postponed at the discretion of the Board.

27. A call shall be deemed to have been made at the time when the resolution of the
Board authorizing the call was passed and may be required to be paid by
installments.

28. The joint holders of a Share shall be jointly and severally liable to pay all calls
in respect thereof.

29. (i) If a sum called in respect of a Share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest thereon from the day appointed for payment thereof, to the time
of actual payment at such rate, as the Board may determine.

(ii) The Board shall be at liberty to waive payment of any such interest wholly
or in part.

30. (i) Any sum which by the terms of issue of a Share becomes payable on
allotment or at any fixed date, whether on account of the nominal value of
the share or by way of premium, shall, for the purposes of these regulations,
be deemed to be a call duly made and payable on the date on which by the
terms of issue such sum becomes payable.

(ii) In case of non-payment of such sum, all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture or otherwise shall
apply as if such sum had become payable by virtue of a call duly made and
notified.

607
31. The Board may, if it thinks fit, subject to the provisions of Section 50 of the Act, Payment in
agree to and receive from any Member willing to advance the same, whole or anticipation of
any part of the monies due upon the Shares held by him beyond the sums call may carry
actually called for, and upon the amount so paid or satisfied in advance, or so interest.
much thereof as from time to time exceeds the amount of the calls then made
upon the Shares in respect of which such advance has been made, the Company
may pay interest at such rate, as may be agreed upon between the Board and the
Member paying the sum in advance. Provided that money paid in advance of
calls on any Share may carry interest but shall not confer a right to dividend or
to participate in profits. The Board may at any time repay the amount so
advanced. The Member shall not be entitled to any voting rights in respect of
the moneys so paid by him until the same would, but for such payment, become
presently payable.

The provisions of these Articles shall mutatis mutandis apply to any calls on
Debentures of the Company.

Where any calls for further share capital are made on the shares of a class, such
calls shall be made on a uniform basis on all shares falling under that class. For
the purposes of this Article, shares of the same nominal value on which different
amounts have been paid-up shall not be deemed to fall under the same class.

FORFEITURE AND SURRENDER

32. If any Member fails to pay the whole or any part of any call or installment, any If call or
money due in respect of any Shares either by way of principal or interest, on or installment not
before the day appointed for the payment of the same, the Board of Directors paid notice may
may, at any time thereafter, during such time as the call or installment or any be given.
part thereof or other money as aforesaid remain unpaid, or a judgment or decree
in respect thereof remains unsatisfied in whole or in part, serve a notice on such
Member or on the person (if any) entitled to the Shares by transmission,
requiring him to pay such call or installment or such part thereof or other moneys
as remain unpaid together with any interest that may have accrued and all
expenses (legal or otherwise) that may have been incurred by the Company by
reason of such non-payment.

33. The notice aforesaid shall— Terms of


notice.
(a) name a further day (not being earlier than the expiry of fourteen (14) days
from the date of service of the notice) on or before which the payment
required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the
Shares in respect of which the call was made shall be liable to be forfeited.

34. If the requirements of any such notice as aforesaid shall not be complied with, Shares to be
any of the Shares in respect of which such notice has been given, may, at any forfeited in
time thereafter but before payment required by the notice has been made, be default of
forfeited by a resolution of the Board to that effect. payment.

35. When any Shares shall have been so forfeited, an entry of the forfeiture, with Entry of
the date thereof, shall be made in the Register of Members and notice of the forfeiture in
forfeiture shall be given to the Member in whose name they stood immediately register of
prior to the forfeiture, but no forfeiture shall be in any manner invalidated by Members.
any omission or neglect to give such notice or to make any entry as aforesaid.

36. Any Share so forfeited shall be deemed to be the property of the Company Forfeited
and may be sold, re-allotted or otherwise disposed of either to the original Shares to be
holder thereof or to any other person upon such terms and in such manner as property of
the Board shall think fit. the Company

608
and may be
sold etc.
37. The Board of Directors may, at any time before any Shares so forfeited shall Board may
have been sold, re-allotted or otherwise disposed of, annul the forfeiture annul
thereof upon such conditions as they think fit. forfeiture

38. Any person whose Shares have been forfeited shall, notwithstanding the Share holder
forfeiture, be liable to pay and shall forthwith pay to the Company all calls, still liable to pay
installments, interest, expenses and other moneys owing upon or in respect of money owing at
such Shares, at the time of the forfeiture together with interest thereon from the the time of
time of the forfeiture until actual payment, at such rates as the Board of Directors forfeiture and
may determine. The Board of Directors may, and shall be under no obligation interest.
to do so, enforce the whole or a portion of the payment, as if it were a new call
made at the date of the forfeiture.

39. The forfeiture of a Share shall involve the extinction, at the time of the forfeiture, Effect of
of all interest in and all claims and demands against the Company in respect of forfeiture.
the Shares forfeited and all other rights incidental to such Shares, except those
rights as are expressly saved by these Articles.

40. The Board of Directors may, subject to the provisions of the Act, accept the Surrender of
surrender of any Shares from or by any Member desirous of surrendering shares
them, on such terms as they think fit.

41. A duly verified declaration in writing that the declarant is a Director, a manager Verification of
or the secretary of the Company and that a Share in the Company has been duly forfeiture.
forfeited on a date stated in such declaration, shall be conclusive evidence of the
facts stated therein, as against all persons claiming to be entitled to the Share.

42. Upon any sale after forfeiture or for enforcing a lien in the exercise of the Title of
powers herein before given, the Board may appoint a person to execute an purchase of
instrument of transfer of the Share sold and cause the purchaser’s name to be forfeited share
entered in the Register of Members in respect of the Shares so sold, and the of shares sold
Company may receive the consideration, if any, given for the Share on any in exercise of
sale, re-allotment or other disposition thereof and the person to whom such lien.
Shares are sold, re-allotted or disposed off, may be registered as the holder of
the Share and he shall not be bound to see to the application of the
consideration/purchase money, if any, nor shall his title to the Share be affected
by any irregularity or invalidity in the proceedings in reference to the forfeiture,
sale, re-allotment or other disposal of the Share, and after his name has been
entered in the Register of Members in respect of such sold Shares, the validity
of the sale shall not be impeached by any person.

43. Upon any sale, re-allotment or other disposal of the Shares, under the Cancellation of
provisions of the preceding Articles, the certificate or certificates originally shares
issued in respect of the relevant Shares shall (unless the same shall, on demand certificate in
by the Company, have been previously surrendered to it by the defaulting respect of
Member) stand cancelled and become null and void and of no effect and the forfeited shares.
Board of Directors shall be entitled to issue a new certificates in respect of the
said Shares to the person or persons entitled thereto.

TRANSFER AND TRANSMISSION OF SHARES

44. The instrument of transfer of any Shares shall be in in writing, and all Form of
provisions of Section 56 of the Act and statutory modification thereof for the Transfer.
time being in force shall be duly complied with, in respect of all transfers of
Shares and the registrations thereof.

45. Every such instrument of transfer shall be executed by or on behalf of the Instrument of
transferor and by or on behalf of the transferee and the transferor shall be transfer to be

609
deemed to remain the holder of such Share until the name of the transferee is executed by the
entered in the Register of Members in respect thereof. transferor and
transferee.

46. The Company shall not register a transfer of Shares in the Company unless a Transfer not to
proper instrument of transfer duly stamped and executed by or on behalf of the be registered
transferor and by or on behalf of the transferee and specifying the name, address except on
and occupation, if any, of the transferee has been delivered to the Company, production of
within a period of sixty (60) days from the date of execution of such instrument, instrument of
along with the certificate relating to the Shares, unless no such share certificate transfer.
is in existence along with the letter of allotment of the Shares, in which case,
an application in writing may be made to the Company by the transferee and
bearing the stamp required for an instrument of transfer, such that it is proved
to the satisfaction of the Board of Directors that the instrument of transfer
signed by or on behalf of the transferor and by or on behalf of the transferee,
has been lost. The Company may register the transfer on such terms as the
Board may think fit provided further that nothing in these Articles shall
prejudice the power of the Company to register as shareholder any person to
whom the right to any Shares in the Company has been transmitted by operation
of law.

47. Subject to the provisions of these Articles and other applicable provisions of the Directors may
Act or any other law for the time being in force, the Board may, at its absolute refuse to
and uncontrolled discretion, and by giving reasons, refuse whether in pursuance register transfer
of any power of the Company under these Articles or otherwise to register the or transmission
transfer of, or the transmission by operation of law of the right to, any shares or
interest of a Member in the Company.

The Company shall within one month from the date on which the instrument of
transfer, or the intimation of such transmission, as the case may be, was
delivered to Company, send notice of the refusal to the transferee and the
transferor or to the person giving intimation of such transmission, as the case
may be, giving reasons for such refusal.

PROVIDED THAT the registration of a transfer shall not be refused on the


ground of the transferor being either alone or jointly with any other person or
persons indebted to the Company on any account whatsoever except where the
Company has a lien on shares. On giving not less than seven days’ previous
notice in accordance with section 91 of the Act and rules made thereunder, the
registration of transfers may be suspended at such times and for such periods as
the Board may from time to time determine. Provided that such registration
shall not be suspended for more than thirty days at any one time or for more
than forty-five days in the aggregate in any year.

The Board may decline to recognize any instrument of transfer or transmission


unless—

(a) the instrument of transfer is in the form as prescribed in rules made under
sub-section (1) of Section 56 of the Act;

(b) the instrument of transfer is accompanied by the certificate of the Shares to


which it relates, and such other evidence as the Board may reasonably
require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of Shares.

48. No fee shall be charged for registration of transfer, transmission, probate,


succession certificate and letters of administration, certificate of death or
marriage, power of attorney or similar other documents.

610
49. If the Company refuses to register the transfer of any share or transmission of Notice of
any right therein, the Company shall within one month from the date on which refusal to be
the instrument of transferor intimation of transmission was lodged with the given to
Company, send notice of refusal to the transferee and transferor to the person transferor and
giving intimation of transmission, as the case may be, and thereupon the transferee.
provisions of the Act shall apply.

50. A transfer of a share in the Company of a deceased Member thereof made by Transfer by
his legal representative shall, although the legal representative is not himself a legal
Member, be a valid as if he had been a Member at the time of the execution of representative.
the instrument of transfer.

51. The instrument of transfer after registration shall be retained by the Company Custody of
and shall remain in its custody. All instruments of transfer which the Board instrument of
of Directors may decline to register shall, on demand, be returned to the transfer.
person depositing the same. The Board of Directors may cause to be
destroyed, all transfer deeds lying with the Company for a period of ten (10)
years or more.

52. The Board of Directors shall have the power, subject to provision of a prior Closure of
notice by advertisement to its Members, as required under the provisions of the transfer books.
Act, to close the transfer books of the Company, the Register of Members or the
Register of Debenture holders at such time or times and for such period or
periods as may be permissible, not exceeding thirty (30) days at a time.

53. The executors or administrators or a holder of a succession certificate in Title of


respect of the estate of a deceased Member, not being one of two or more Shares of
joint holders shall be the only persons recognized by the Company as having deceased
any title to the Shares registered in the name of such deceased Member and holder.
the Company shall not be bound to recognize such executors or
administrators unless such executors or administrators shall have first
obtained Probate or Letters of Administration as the case may be, from a duly
constituted court in India, provided that in any case, where the Board of
Directors in their absolute discretion think fit, they may dispense with the
production of Probate or Letters of Administration or succession certificate,
and under the provisions of Article 55 hereto, register the name of any person
who claims to be absolutely entitled to the Shares standing in the name of a
deceased Member, as a Member.

54. Subject to the provisions of Article 55 hereof, any person becoming entitled Transmission
to a Share in consequence of the death, lunacy or insolvency of any Member, clause
upon producing proper evidence of the grant of Probate or Letters of
Administrations or Succession Certificate or such other evidence that he
sustains the character in respect of which he purports to act under this Article
or of his title to the shares as the Board thinks sufficient may with the consent
of the Board (which it shall not be under any obligation to give), be registered
as a Member in respect of such Shares, or may, subject to the provisions of
these Articles as to transfer hereinbefore contained, transfer such shares. This
clause is herein referred to as the transmission clause.

55. Subject to the provisions of the Act and these Articles, the Board of Directors Refusal to
shall have the same right to refuse to register any such transmission until the register in
same has been so verified or until or unless an indemnity be given to the case of
Company with regard to such registration which the Board of Directors at transmission.
their discretion shall consider sufficient, provided nevertheless that there
shall not be any obligation on the Company or the Board of Directors to
accept any such indemnity.

NOMINATION OF SHARES

611
56. i) Notwithstanding anything contained hereinabove, every shareholder of the Nomination of
Company may at any time, nominate, in the prescribed manner, a person to Shares.
whom his shares in the Company shall vest in the event of his death.

ii) Where the shares in the Company are held by more than one person jointly, Nomination in
the joint holders may together nominate, in the prescribed manner, a person case of Joint
to whom all the rights in the shares in the company, shall vest in the event Holders.
of death of all the joint-holders.

iii) Notwithstanding anything contained in any other law for the time being in
force or in any deposition, whether testamentary or otherwise, in respect of
such shares in the Company, where a nomination made in the prescribed
manner purports to confer on any person the right to vest the shares in the
Company, the nominee shall, on the death of the shareholder or as the case
may be, on the death of the joint holders become entitled to all the rights in
such shares, to the exclusion of all other persons, unless the nomination is
varied or cancelled in the prescribed manner.

iv) Where the nominee is a minor, it shall be lawful for the holder of the shares,
to make the nomination to appoint in the prescribed manner, any person to
become entitled to shares in the Company, in the event of his death, during
the minority.

TRANSMISSION OF SHARES BY NOMINEE

57. i) A nominee, upon production of such evidence as may be required by the


Board, and subject to the provisions hereinafter provided, elect either:

(a) himself/herself to be registered as holder of the Share; or

(b) to make a transfer of the Share or Debenture, as the deceased


shareholder or debenture holder, as the case may be, could have made.

ii) If the nominee elects to be registered as holder of the Share himself/herself,


as the case may be, he/she shall deliver or send to the Company, a notice in
writing signed by him/her stating that he/she so elects and such notice shall
be accompanied with the death certificate of the deceased shareholder.

iii) A nominee, upon becoming entitled to a Share/ Debenture by reason of the


death of the holder shall be entitled to the same dividends and other
advantages to which he/she would be entitled to, if he/she were the original
registered holder of the Share/ Debenture, except that he/she shall not,
before being registered as a Member in respect of his Share or Debenture,
be entitled in respect of such Share/ Debenture, to exercise any right
conferred by Membership in relation to meetings of the Company.

Provided further that the Board may, at any time, give notice requiring any such
person to elect either to be registered himself/herself or to transfer the Share
and if the notice is not complied with by such nominee within ninety (90) days
from the date of notice, the Board may thereafter withhold payment of all
dividends, bonuses or other moneys payable or rights accruing in respect of
such Share/Debenture, until the requirements of the notice have been complied
with.

58. A person entitled to a Share by transmission shall subject to the right of the Persons entitled
Board of Directors to retain such dividends or monies as hereinafter provided, may receive
be entitled to receive and may give a discharge for any dividends or other dividend
moneys payable in respect of the Share. without being

612
registered as
Member.
59. Every transmission of a Share shall be verified in such manner as the Board of Board may
Directors may require and the Company may refuse to register any such require
transmission until the same be so verified or until or unless an indemnity be evidence of
given to the Company with regard to such registration which the Board of transmission.
Directors at their discretion shall consider sufficient provided nevertheless that
there shall not be any obligation on the Company or the Board of Directors to
accept any indemnity.

60. The Company shall not charge any fee for registration of transfer or No fee on
transmission in respect of Share or Debentures of the Company. transfer or
transmission
61. The Company shall incur no liability or responsibility whatsoever in Company not
consequence of their registering or giving effect to any transfer of Shares made liable for
or purporting to be made by any apparent legal owner thereof (as shown or disregard of a
appearing in the Register of Members) to the prejudice of persons having or notice
claiming any equitable right title or interest (to or in such Shares), prohibiting
notwithstanding that the Company may have received a notice prohibiting registration of
registration of such transfer and may have entered such notice as referred thereto transfer.
in any book of the Company, and save as provided by Section 89 of the Act, the
Company shall not be bound or required to regard or attend or give effect to any
notice which may be given to it of any equitable right, title or interest of any
person, or be under any liability whatsoever for refusing or neglecting so to do,
though it may have been entered or referred to in some book of the Company,
but the Company shall nevertheless be at liberty to regard and attend to any such
notice and give effect thereto, if the Board of Directors so think fit.

62. The Company shall keep a book called the “Register of Transfer” and therein Register of
shall be fairly and distinctly entered, the particulars of every transfer and transfers.
transmission of any Share in the Company.

63. The Company shall be entitled to treat the person whose name appears on the
Register of Members as the holder of any shares or other securities or whose
name appears as the Beneficial owner of shares or other securities in the records
of Depository, as the absolute owner thereof.

DEMATERIALISATION OF SECURITIES

64. (a) Notwithstanding anything contained in these Articles, the Company shall
be entitled to dematerialize its Securities and to offer and deal in Securities
in a dematerialized form pursuant to the provisions of the Act, the
Depositories Act and the rules framed thereunder.

(b) Securities in depositories to be in fungible form:

(i) All Securities held by a Depository shall be dematerialized and shall


be in fungible form.

(ii) Nothing contained in Sections 89 of the Act shall apply to a Depository


in respect of the Securities held by it on behalf of the Beneficial
Owners.

(c) Section 45 of the Act not to apply: Nothing contained in the Act or these
Articles regarding the necessity of having distinctive number for Securities
issued by the Company shall apply to securities held in a depository.

65. Option to receive Security certificates or hold Securities with depository:

613
(a) Every person subscribing to Securities offered by
the Company shall have the option to receive and/or deal-in
the security certificates or hold Securities with a Depository.

(b) Where a person opts to hold a Security with a


Depository the Company shall intimate such Depository the
details of allotment of the Security and on receipt of such
information the Depository shall enter in its record the name
of the allottees as the Beneficial Owner of such Security(ies).

(c) Register and Index of beneficial owners

(i) The Company shall cause to be kept a register and index of members
with details of securities held in dematerialised forms in any media as
may be permitted by law including any form of electronic media. The
Company shall be entitled to keep in any country outside India a branch
Register and Index of beneficial owners residing outside India.

(ii) The Depository shall intimate SEBI of the place where the records and
documents are maintained.

(iii) Subject to the provisions of any law, the depository shall preserve
records and documents for a minimum period of eight years

(d) Rights of Depositories And Beneficial Owners:

(i) Notwithstanding anything to the contrary contained in the Articles or


any other law for the time being in force, a Depository shall be deemed
to be the registered owner for the purposes of effecting transfer of
ownership of the Security on behalf of the Beneficial Owner.

(ii) Save as otherwise provided in (i) hereinabove, the Depository as a


registered owner shall not have any voting rights or any other rights in
respect of Securities held by it.

(iii) Every person holding Securities of the Company and whose name is
entered as a Beneficial Owner in the records of the Depository shall be
deemed to be a Member of the Company. The Beneficial Owner shall
be entitled to all the rights and benefits and be subjected to all the
liabilities in respect of his Securities held by a Depository.

(e) Depository to furnish information:

Every Depository shall furnish to the Company, information regarding the


transfer of Securities in the name of the Beneficial owners at such interval
and in such manner as may be specified by the Bye Laws and the Company
in that behalf.

(f) Notwithstanding anything in the Act or these


Articles to contrary where Securities are held in a depository
the records of beneficial ownership may be served by such
depository on the Company means of electronic mode or by
delivery of floppies or discs.

(g) Option to opt out in respect of any security.

(i) If a Beneficial Owner seeks to opt out of a Depository in respect of any


Security, the Beneficial Owner shall inform the Depository
accordingly.

614
(ii) The Depository shall on receipt of an intimation as above, make
appropriate entries in its records and shall inform the Company.

(iii) The Company shall within thirty (30) days of the receipt of intimation
from the Depository and on fulfillment of such conditions and on
payment of such fees as may be specified by these Articles, issue the
certificate of securities to the Beneficial Owner of the transferee as the
case may be.

66. Nothing contained in section 56 of the Act, shall apply to transfer of Securities
effected by the transferor and the transferee both of whom are entered as
Beneficial Owner in the record of the Company.

67. SHARES AT THE DISPOSAL OF THE DIRECTORS

Subject to the provisions of the Act and these Articles, the shares in the capital
of the Company shall be under the control of the Board of Directors who may
issue, allot or otherwise dispose of all or any of such shares to such persons, in
such proportion and on such terms and conditions and either at a premium or
at par and at such time as they may from time to time think fit and with the
sanction of the Company in General Meeting give to any person the option or
right to call for any shares either at par or at a premium during such time and
for such consideration as the Board of Directors think fit, and may issue and
allot shares in the capital of the Company on payment in full or part of any
property sold and transferred or for any services rendered to the company in
the conduct of its business and any shares which may so be allotted may be
issued as fully paid up shares and if so issued, shall be deemed to be fully paid
shares.

Provided that, the option or right to call for Shares shall not be given to any
person or persons without the sanction of the Company in a General Meeting.
As regards all allotments, from time to time made, the Directors shall duly
comply with the Act, as the case may be.

COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO


MEMBERS

68. Copies of the Memorandum and Articles of Association of the Company and other documents as Copies of
may be referred in the Act shall be sent by the Company to every Member at his request on payment Memorandum and
of the sum of INR 10/- (Indian Rupees Ten only) per page. Articles of
Association to be
sent by the
Company.

CONVERSION OF SHARES INTO STOCK

69. The Company in its General Meeting may alter its Memorandum to: Conversion of shares
into stock and
(a) convert all or any of its fully Paid-Up Shares into stock; and reconversion.

(b) re-convert any stock into fully Paid-Up Shares of any denomination;

70. The holders of stock may transfer the same or any part thereof in the same manner as and subject Transfer of stock.
to the same regulations under which the Shares from which the stock arose, might before the
conversion, have been transferred, or as near thereto as circumstances admit, provided that, the
Board may from time to time, fix the minimum amount of stock transferable, so however that such
minimum shall not exceed the nominal amount of shares from which the stock across.

71.The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges Right of Stock
and advantages as regards dividends, participation in profits, voting and meetings of the Company,
holders.
and other matters, as if they held the Shares from which the stock arose but no such privilege or
advantage (except as regard dividends, participation in the profits of the Company and in the assets
on winding up) shall be conferred by an amount of stock which would not, if existing in shares,
have conferred that privilege or advantage.

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72. Such of the regulations of the Company (other than those relating to share Articles to apply
warrants) as are applicable to Paid-Up Shares shall apply to stock and the words to stocks.
“Share” and “Shareholders” in these Articles shall include stock and
stockholders respectively.

INCREASE, REDUCTION AND ALTERATION OF CAPITAL

73. The Company may, from time to time, by ordinary resolution increase the share Increase of
capital by such sum, to be divided into Shares of such amount, as may be Capital.
specified in the resolution.

74. Subject to the provisions of Section 61 of the Act, the company may, by ordinary
resolution in its General Meeting,—

(a) increase its authorized share capital by such amount as it thinks expedient;

(b) consolidate and divide all or any of its share capital into Shares of larger
amount than its existing Shares;

(c) convert all or any of its fully paid-up Shares into stock, and reconvert that
stock into fully paid-up Shares of any denomination;

(d) sub-divide its existing Shares or any of them into Shares of smaller amount
than is fixed by the memorandum;

(e) cancel any Shares which, at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person;

75. The Company may, by special resolution, reduce in any manner and with, and
subject to, any incident authorized and consent required by law,—

(a) its share capital;

(b) any capital redemption reserve account; or

(c) any share premium account.

76. (1) Except so far as otherwise provided by the conditions of issue or by these Further issue of
Articles, any capital raised by the creation of new Shares shall be considered Capital to be
part of the original capital and shall be subject to the provisions herein governed by
contained with reference to the payment of calls and installments, transfer same rules.
and transmission, forfeiture, lien, surrender, voting or otherwise.

(2) Subject to the provisions of the Act and the rules framed thereunder, the
Company shall have the power to issue preference shares which are, or at
the option of the Company, liable to be redeemed within a period not
exceeding twenty (20) years from the date of issue and the redemption may,
subject to the provisions of the Article hereof and the Act and rules framed
thereunder, be effected in the manner and subject to the terms and
provisions of its issue.

(3) On the issue of redeemable Preference Shares under the provisions of


Article Error! Reference source not found.(2) herein above, the following
provisions shall take effect:

(a) no such Shares shall be redeemed except out of profits of the Company
which would otherwise be available for dividend or out of the proceeds
of the fresh issue of Shares made for the purpose of redemption.

(b) no such Shares shall be redeemed unless they are fully paid;

616
(c) the premium if any payable on redemption shall be provided, for out of
the profits of the Company or the Company’s Securities Premium
Account before the Shares are redeemed;

(d) where any such Shares are redeemed otherwise than out of the proceeds
of a fresh issue, there shall, out of the profits, transfer a sum equal to
the nominal amount of the Shares to be redeemed, which would
otherwise have been available for dividend, to a reserve fund, to be
called the “Capital Redemption Reserve Account”, and the provisions
of the Act relating to the reduction of the Share Capital of the Company
shall apply as if the Capital Redemption Reserve Account were paid-
up share capital of the Company.

77. The Company may, subject to the provisions of the Act, from time to time by Reduction of
special resolution reduce its share capital and in particular may pay off any paid Capital.
up share capital upon the footing that it may be called up again or otherwise and
may, if and so far as is necessary, alter its Memorandum by reducing the amount
of its share capital and of its Shares accordingly. Provided that no such reduction
shall be made if the Company is in arrears in the repayment of any deposits it
may have accepted, or the interest payable thereon.

78. The right conferred upon the holders of Shares of any class issued with preferred Issue of further
or other rights shall not, unless otherwise expressly provided by terms of issue pari passu shares
of the Shares of that class, be deemed to be varied by the creation or issue of not to affect the
further Shares ranking pari passu herewith. rights of shares
already issued.
MODIFICATION OF RIGHTS

79. If at any time the share capital is divided into different classes, the rights Rights attached
attached to any class of Shares (unless otherwise provided by the terms of issue to class of
of the Shares of that class) may, subject to the provisions of the Act, be modified, Shares may be
commuted, affected, abrogated or varied (whether or not the Company is being varied.
wound up) with the consent in writing of the holders of not less than three
fourths of the issued Shares of that class, or with the meeting of the holders of
that class of Shares and all the provisions hereinafter contained as to General
Meeting shall mutatis mutandis apply to every such meeting.

JOINT HOLDERS

80. Where two or more persons are registered as the holders of any Share they shall
be deemed to hold the same as joint tenants with benefits of survivorship, subject
to the following and other provisions in the Articles;

(a) The Company may be entitled to decline to register more than three (3)
persons as the joint holders of any Share(s).

(b) The joint holders of any Share shall be liable severally as well as jointly for
and in respect of all calls and other payments which ought to be made in
respect of such Share.

(c) On the death of any such joint holder the survivor or survivors shall be the
only person or persons recognized by the Company as having any title to
the Share but the Board of Directors may require such evidence of deaths
they may deem fit and nothing herein contained shall be taken to release the
estate of deceased joint holder from any liability in respect of the Shares
held by him jointly with any other person.

(d) Only the person whose name stands first in the Register of Members may
give effectual receipts for any dividends or other moneys payable in respect

617
of such share.

(e) Only the person whose name stands first in the Register of Members as one
of the Joint holders of any Share shall be entitled to delivery of the
Certificate relating to such Share or to receive documents from the
Company and any documents served on or sent to such person shall be
deemed service on all the joint holders.

(f) Any one of two or more joint holders may vote at any meeting either
personally or by proxy in respect of such Shares as if he were solely entitled
thereto and if more than one of such joint holders be present at any meeting
personally or by proxy than that one of such persons so present whose name
stands first or higher (a the case may be) on the Register in respect of such
Shares shall be entitled to vote in respect thereof but the other or others of
the joint holders shall be entitled to be present at the meeting provided
always that joint holders present at any meeting personally shall be entitled
to vote in preference to a joint holder present by proxy although the name
of such joint holder present by proxy stands first or higher in the Register
in respect of such Shares, several executors or administrators of a deceased
Member in whose (deceased Member's) sole name any Share stands shall
for the purposes of this sub-clause be deemed joint holders.

DECLARATION BY PERSON NOT HOLDING BENEFICIAL


INTEREST IN ANY SHARE

81. (a) Notwithstanding anything herein contained, a person whose name is at any
time entered in the Register of Members of the Company as the holder of a
Share in the Company, but who does not hold the beneficial interest in such
share shall, within such time and in such form as prescribed under the Act,
make a declaration to the Company specifying the name and other
particulars of the person or persons who hold the beneficial interest in such
Share in such manner as may be required under the provisions of the Act.

(b) A person who holds a beneficial interest in a Share or a class of Shares of


the Company, shall within the time prescribed under the Act after his
becoming such Beneficial Owner, make a declaration to the Company
specifying the nature of his interest, particulars of the person in whose name
the shares stand in the Register of Members of the company and such other
particulars as may be required under the provisions of the Act.

(c) Whenever there is a change in the beneficial interest in the Share referred
to above, the Beneficial Owner shall within a period of thirty (30) days from
the date of such change make a declaration to the Company in such form
and containing such particulars may be required under the provisions of the
Act.

(d) Notwithstanding anything contained in the provisions of the Act and the
Articles hereof, where any declaration referred to above is made to the
Company the Company shall make a note of such declaration in the
Register of Members and file within the time prescribed from the date of
receipt of the declaration a return in the prescribed form with the Registrar
with regard to such declaration.

82. Notwithstanding anything contained in these Articles but subject to the Buy-back of
provisions of Sections 68 to 70 of the Act and any other applicable provision of shares.
the Act and rules there under or any other law for the time being in force, the
Company may purchase its own shares or other specified Securities.

BORROWING POWERS

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83. Subject to the provision of Section 180 (1) (c) of the Act and these Articles and Power to
without prejudice to the other powers conferred by these Articles, the Board of borrow.
Directors shall have the power from time to time at their discretion, by a
resolution passed at a meeting of the Board and not by circular resolution, to
borrow monies provided that the total amount borrowed at any time together
with the monies already borrowed by the Company (apart from temporary loans
obtained from the Company’s bankers in the ordinary course of business) shall
not, without the consent of the Company in General Meeting, exceed the
aggregate of the paid up capital of the Company and its free reserves that is to
say, reserves not set apart for any specific purpose. Such consent shall be
obtained by a special resolution which shall provide for the total amount up to
which monies may be borrowed by the Board. The expression “temporary
loans” in this Article means loans repayable on demand or within six (6) months
from the date of the loans such as short term loans, cash credit arrangements,
discounting of bills and the issue of other short-term loans of seasonable
character but does not include loans raised for the purpose of financing
expenditure of a capital nature.

84. Subject to the provisions of the Act and these Articles, the Board of Directors Conditions on
may by a resolution passed at a meeting of the Board and not by circular which monies
resolution, secure the payment of such sum or sums in such manner and upon may be
such issue of bonds, perpetual or redeemable debentures or debenture stock, or borrowed.
any mortgage or charge or other security on the undertaking of the whole or any
part of the property, undertaking of the company (both present and future).
Provided that consent of the Members by way of special resolution would be
necessary for security to be created on whole or substantially whole of the
undertaking. For the purposes of this Article:

(i) “undertaking” shall mean an undertaking in which the investment of the


company exceeds twenty per cent of its net worth as per the audited balance
sheet of the preceding financial year or an undertaking which generates
twenty per cent. of the total income of the company during the previous
financial year;

(ii) the expression “substantially the whole of the undertaking” in any financial
year shall mean twenty per cent or more of the value of the undertaking as
per the audited balance sheet of the preceding financial year.

85. Any bonds, Debentures, debenture-stock or other Securities issued or to be Bonds,


issued by the Company, shall be under the control of the Board of Directors, debentures, etc.
who may issue them upon such terms and conditions and in such manner and to be subject to
for such consideration as they shall consider to be for the benefit of the control of
Company. Directors.

86. Debentures, debenture-stock, bonds or other Securities may be made assignable, Securities may
free from any equities between the Company and the person to whom the same be assignable
may be issued. free from
equities.
87. Subject to the provisions of the Act and these Articles, any bond, Debentures, Condition on
debenture stock or other Securities, may be issued at par, premium or otherwise which bonds,
and with any special rights, privileges and conditions as to redemption, debentures, etc.
surrender, drawings, allotment of Shares, attending (but not voting) at a General may be issued.
Meeting, appointment of Directors or otherwise. Provided that the Debentures
with the right to allotment of or conversion into Shares shall not be issued except
with the sanction of the Company in a General Meeting by a special resolution.

88. The Board shall cause a proper Register to be kept in accordance with the
provisions of the Act, of all mortgages, Debentures and charges specifically
affecting the property of the Company including all floating charges on current
assets of the Company and fixed charges on the undertaking or any property of

619
the Company, and shall cause the requirements of the Act in relation to charges
be duly complied with.

DEBENTURES

89. The Company shall have the power to issue debentures whether convertible or
nonconvertible, and whether linked to issue of equity shares or not, among
Members, but in exercising, this power, provisions of these Articles and the Act
and any statutory modifications thereof shall be complied with.

Any debentures, debenture-stock or other securities may be issued at a discount,


premium or otherwise and may be issued on condition that they shall be
convertible into shares of any denomination and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares, attending
(but not voting) at the General Meeting, appointment of directors and otherwise.
Debentures with the right to conversion into or allotment of shares shall be
issued only with the consent of the Company in the General Meeting by a
Special Resolution and subject to the provisions of the Act.

If it is provided by the trust deed securing or otherwise in connection with an


issue of debentures of the Company that any person or persons shall have power
to nominate a Director of the Company then in case of any and every such issue
of debentures, the person having such power may exercise such power from
time to time and appoint a director accordingly.

REGISTRATION OF CHARGES

90. (a) The provisions of Chapter VI of the Act relating to registration of charges
which expression shall include mortgage shall be complied with.

(c) In the case of a charge created out of India and comprising


solely of property situated outside India the relevant
provisions of the Act shall be complied with.

(c) Where a charge is created in India but comprises property outside India, the
instrument creating or proposing to create the charge under that section or
a copy thereof verified in the prescribed manner, may be filed for
registration notwithstanding that further proceedings, may be necessary to
make the charge valid or effectual according to the law of the country of
which the property is situated.

(d) Where any charge on any property of the Company required to be registered
under the Act has been so registered, any person acquiring such property or
any part thereof or any share or interest therein, shall be deemed to have
notice of the charge as from the date of such registration.

(e) In respect of registration of charges on properties acquired subject to


charge, the relevant provisions of the Act shall be complied with.

(f) The Company shall also comply with the provisions of the relevant
provisions of the Act and the rules framed thereunder, relating to security
to be created in case of series of Debenture entitling holders to any charge
to the benefit of which the Debenture holder of that series are entitled.

GENERAL MEETINGS

91. Subject to the provisions of the Act, the Company shall, in addition to any other Annual General
meeting, hold a General Meeting (hereinafter called “Annual General Meeting.
Meeting”) at the intervals and in accordance with the requirement of the Act

620
and not more than fifteen (15) months shall elapse between the date of one
Annual General Meeting of the Company and that of the next.

92. All General Meetings other than Annual General Meeting shall be called Extra- Extra-ordinary
Ordinary General Meetings. General
Meeting.
93. The Board of Directors may call an Extraordinary General Meetings whenever Directors may
they think fit. call Extra-
Ordinary
General
Meeting.
94. (1) The Board of Directors shall at the requisition made by such number of Directors call
Members who hold, on the date of the receipt of the requisition, not less Extra-ordinary
than one-tenth of such of the paid-up share capital of the Company as on General
that date carries the right of voting, proceed duly to call an Extraordinary Meeting on
General Meeting of the Company and the provisions the Act and the requisition.
provisions of the Articles herein below contained shall be applicable to such
Extraordinary General Meeting.

(2) The requisition shall set out the matters for the consideration of which the
meeting is to be called, shall be signed by the requisitionists, and shall be
deposited at the Registered Office of the Company.

(3) The requisition may consist of several documents of the like form each
signed by one or more requisitionists.

(4) Where two or more distinct matters are specified in the requisition, the
provisions of Clause (1) of Article 94 above shall apply separately in regard
to each such matter, and the requisition shall accordingly be valid only in
respect of those matters in regard to which the conditions specified in that
clause are fulfilled.

(5) If the Board of Directors do not, within twenty one days form the date of
the receipt of a valid requisition in regard to any matter, proceed duly to
call a meeting for the consideration of those matter, on a day not later than
forty five days from the date of the receipt of the requisition. The meeting
may be called by the requisitionists themselves or by such of the
requisitionists as represent either majority in value for the paid up share
capital held by all of them, or not less than one-tenth of such of the paid up
share capital of the Company as is referred to in Article 94 (1) above
whichever is less, shall proceed to call and hold meeting within three
months from the date of the requisition.

(6) Any reasonable expenses incurred by the requisitionists by reason of the


failure of the Board duly to call a meeting shall be repaid to the
requisitionists by the Company and any sum so repaid shall be retained by
the Company out of any sums due or to become due from the Company by
way of fees or other remuneration for their services to such of the Board of
Directors as were in default.

95. (1) A General Meeting of the Company may be called by giving not less than Notice of
clear twenty-one days’ notice in writing or by electronic mode in the Meeting.
manner set out under the Act.

(2) However, the General Meeting may be called after giving a shorter notice
(i.e., lesser than twenty-one days), if the consent is accorded thereto in
writing or by electronic mode by not less than ninety-five percent of the
Members entitled to vote at such General Meeting.

621
96. (1) Every notice of a meeting of the Company shall specify the place, the date Content of
and hour of the meeting and shall contain a statement of the business to be Notice.
transacted at such General Meeting.

(2) In every notice there shall appear with reasonable prominence a statement
that a Member entitled to attend and vote is entitled to appoint a proxy to
attend and vote instead of himself and that a proxy need not be a Member
of the Company.

97. (1) In the case of an Annual General Meeting all business to be transacted at Special
the meeting shall be deemed special, with the exception of business relating Business.
to:

(i) the consideration of the financial statements including balance sheet


and the profit and loss account statements and the report of Board of
Directors and the auditors.

(ii) the declaration of dividend.

(iii) the appointment of and the fixing of the remuneration of the auditors.

(iv) the appointment of Directors in the place of those retiring.

(2) In the case of any other meeting all business shall be deemed special.

(3) Where any item of business to be transacted at the meeting is deemed to be


special as aforesaid, there shall be annexed to the notice of the meeting, a
statement setting out all material facts concerning each item of special
business to be transacted at a General Meeting, shall be annexed to the
notice calling such meeting, namely:—

(a) the nature of concern or interest, financial or otherwise, if any, in


respect of each items of—

(i) every director and the manager, if any;

(ii) every other key managerial personnel; and

(iii) relatives of the persons mentioned in sub-clauses (i) and (ii);

(b) any other information and facts that may enable Members to
understand the meaning, scope and implications of the items of
business and to take decision thereon.

(4) Where any item of business to be transacted at the meeting consists of


according approval of the meeting to any document, the time and place
where the document can be inspected shall be specified in the explanatory
statement.

(5) “Postal Ballot”: Members will be entitled to vote by Postal Ballot for only
those resolutions as may be notified by the Central Government from time
to time, in the manner and in accordance with the provisions of the Act and
the rules framed thereunder. If a resolution is passed by the requisite
majority of the shareholders by means of postal ballot, it shall be deemed
to have been passed at a General Meeting convened in that behalf.

(6) Notwithstanding anything to the contrary contained in these Articles, any


reference made to a resolution by the Members of the Company at any
General Meeting shall also be deemed to include a resolution passed by
postal ballot in accordance with the provisions contained in these Article

622
whether or not the subject matter of such resolution is a matter for which
resolution by postal ballot is compulsory under the applicable provisions of
the Act or any other law for the time being in force.

(7) Notices and other documents of General Meeting of the Company may also
be given to every Member of the Company by e-mail, provided that every
Member should be given an advanced opportunity to register their e-mail
address and changes therein from time to time with the Company or its
Registrar and Share transfer agents. In case any Member has not registered
his e-mail address with the Company, the service of notice and documents
shall be in physical and in accordance with the provisions of Act.

98. Notice of every meeting shall be given to every Member of the Company in any Notice in case of
manner authorized by the Act and by these Articles, it shall be given to the death of a
persons entitled to a Share in consequence of the death or insolvency of a Member.
Member by sending it through the post in a prepaid letter addressed to them by
name, or by the time of the representative of the deceased or assignees of the
insolvent or by any like description at the address, if any, in India supplied for
the purpose by the persons claiming to be so entitled or until such an address
has been so supplied, by giving the notice in any manner in which it might have
been given if the death or insolvency had not occurred.

99. Notwithstanding anything contrary contained in these Articles, the Company Meetings by
may, in pursuance of and subject to compliance with the provisions of Video
applicable rules, regulations, circulars, guidelines, notifications, etc. as may be Conference.
specified by the Ministry of Corporate Affairs (MCA), SEBI, or any competent
authority and the provisions, if any, which may be laid down in this regard by
any amendment in or re-enactment of the Companies Act or by the rules,
regulations made there under or the SEBI guidelines and notifications, from
time to time, allow the Member(s) of the Company to participate in the General
Meeting(s) of the Members through any type of electronic mode like video
conferencing, etc. and the Members so participating shall be deemed to be
present in such General Meeting(s) for the purpose of the quorum, voting,
recording and all other relevant provisions in this regard.

For conducting the aforesaid meetings, the Company shall follow the procedure
specified under the applicable laws for the time being in force and the rules,
regulations, circulars, notifications, guidelines, etc. issued / to be issued from
time to time by MCA, SEBI or any other competent authority(ies) in this regard.

100. Notice of every meeting of the Company and every other communication
relating to any General Meeting of the Company which any Member of the
Company is entitled to have sent to him, shall be given to the Auditor or
Auditors for the time being of the Company in the manner authorized by the
provisions of the Act, as in the case of any Member or Members of the
Company.

101. The accidental omission to give notice of any meeting to or the non-receipt of
any notice by any Member or to the other person to whom it should be given
shall not invalidate the proceedings at the meeting or the resolutions passed
thereat.

102. (1) Where by any provision contained in the Act or in these Articles, a special
notice is required for any resolution, notice of the intention to move the
resolution shall be given to the Company not less than fourteen (14) days
before the meeting at which it is to be moved exclusive of (i) the days on
which the notice is served or deemed to be served; and (ii) the day of the
meeting.

623
(2) The Company shall, immediately after the notice of the intention to move
any such resolution has been received by it give its Members notice of the
resolution in the same manner as it gives notices of the meeting, or if that
is not practicable, shall give them notice thereof either by advertisement in
a newspaper having an appropriate circulation or in any other mode allowed
by the Articles, not less than seven days before the meeting.

103. Upon requisition in writing of such number of Members as required in Article


94 hereof, the Board of Directors shall duly comply with the obligation of the
Company under the Act relating to circulation of Members resolutions and
statement.

104. A certificate in writing, signed by the Secretary or by a Director or some officer Certificate in
appointed by the Board of Directors for the purpose, to the effect that according writing by
to the best of his belief the notice convening the meeting have been duly given, Secretary/
shall be conclusive evidence thereof. Director shall be
conclusive
evidence
105. No Annual General Meeting or Extraordinary General Meeting shall be Business which
competent to enter upon, discuss or transact any business, a statement of which may not be
has not been specified in the notice convening such meeting, except as provided transacted at the
in the Act. meeting.

PROCEEDING AT GENERAL MEETINGS

106. Save as otherwise provided herein, the quorum for the general meetings shall be Quorum at
as provided in Section 103 of the Act. General
Meeting.
107. If within half an hour after the time appointed for the holding of a General Proceedings
Meeting, valid quorum is not present, the meeting, if convened on the requisition when quorum
of shareholders shall be dissolved and in every other case shall stand adjourned not present.
to the same day in the next week or if the day is a public holiday until the next
succeeding day which is not a public holiday at the same time and place or to
such other day, time and place as the Board of Directors may by notice to the
shareholders appoint. If at such adjourned meeting, a valid quorum is not present
within half an hour, those Members present shall be a quorum and may transact
the business for which the meeting was called.

108. No business shall be transacted at any adjourned meeting other than the business Business of
which might have been transacted at the meeting from which the adjournment adjourned
took place. meetings.

109. The Chairman of the Board of Directors shall be entitled to take the Chair at Chairman
every General Meeting if there be no Chairman, or if at any meeting he shall not
be present within 15 minutes after the time appointed for holding such meeting
or is unwilling to act the Board of Directors present may choose a Chairman,
and in default of their doing so the Members present shall choose one of the
Board of Directors to be the Chairman, and if no Director present be willing to
take the Chair, the Members personally present shall choose one of the Member
to be the Chairman.

110. (1) No business shall be discussed at any General Meeting, except the election Business
of Chairman whilst the Chair is vacant. confined to
decision of
Chairman whilst
Chair vacant.
(2) If a poll is demanded on the election of the Chairman, it shall be taken
forthwith in accordance with the provisions of the Act and these Articles,
and the Chairman so elected on a show of hands shall continue to be the
Chairman of the meeting and exercise all the powers of the Chairman under

624
the Act and these Articles, until some other person is elected as Chairman
as a result of the poll and such other person shall be the Chairman for the
rest of the meeting.

111. The Chairman with the consent of any meeting at which a quorum is present, Chairman with
can adjourn any meeting from time to time and from place to place in the city consent may
or town or village where the registered office of the Company is situated. adjourn
meeting.
112. At any General Meeting a resolution put to the vote at the meeting shall, unless
a poll is (before or on the declaration of the result on a show of hands) Evidence of the
demanded, be decided on a show of hands and unless a poll is so demanded, a passing of a
declaration by the Chairman that a resolution has been carried, either resolution
unanimously or by a particular majority, and an entry to that effect in the books where poll not
containing the minutes of the proceedings of the Company, shall be conclusive demanded.
evidence of the fact, without proof of the number or proportion of the votes cast
in favour of or against such resolution.

113. Before or on declaration of the result of the voting on a show of hands, the Demand for
Chairman may on his own motion, order a poll to be taken. Poll shall also be Poll.
ordered by Chairman if it is demanded by one or more Members present at the
meeting in person or by proxy and holding shares or being entitled to votes at
least to the extent stipulated under the provisions of the Act. The demand for a
poll may be withdrawn at any time by the person or persons who made the
demand.

114. A poll demanded on any question (other than the election of the Chairman or on Time and
question of adjournment, which shall be taken forthwith) shall be taken at such manner of
place in the city/town or village in which the Registered Office of the Company taking poll.
is situate and at such time not being later than forty eight hours from the time
when the demand was made as the Chairman may direct. Subject to the
provisions of the Act, the Chairman of the meeting shall have power to regulate
the manner in which a poll shall be taken, including the power to take the poll
by open voting or by secret ballot and either at once or after the interval or
adjournment or otherwise and the result of the poll shall be deemed to be the
decision of the meeting on the resolution, on which the poll was taken.

115. Where a poll is to be taken, the Chairman of the meeting shall appoint such Chairman to
number of persons, as he deems necessary, to scrutinize the poll process and regulate the
votes given on the poll and to report thereon to him in the manner as may be poll.
prescribed under the Act. The Chairman of the meeting shall have power to
regulate the manner in which the poll shall be taken.

116. The demand for a poll shall not prevent the continuance of a meeting for Demand for poll
transaction of any business other than the question on which the poll has been not to prevent
demanded. transactions of
other business.

117. In the case of an equality of votes, whether on a show of hands or on a poll, the Resolutions to
Chairman of the meeting at which the show of hands has taken place or at which be decided in
the poll is demanded, shall be entitled to second or casting vote in addition to case of equality
the vote or votes to which he may be entitled as a Member. of votes.

118. At every Annual General Meeting of the Company there shall be laid on the Reports
tables the Director’s Report and audited statement of accounts, auditors report statements and
(if not already incorporated in the statement of accounts), the Proxy Register Registers to be
with proxies and the Register of Directors and KMPs shareholding maintained laid on the table.
under the Act. The auditor’s report shall be read before the Company in its
General Meeting and shall be open to inspection by any Member of the
Company.

625
119. 1. (1) A copy each of the following resolutions (together with a copy of the 1. Registratio
statement of material facts annexed to the notice of the meeting in which ns of
such resolution has been passed) and agreements shall, within a period of Certain
thirty (30) days after the passing of the resolution or making thereof, be Resolution
printed or typewritten and duly certified under the signature of an officer of and
the Company and filed with the Registrar, in such manner and with such Agreement
fees as prescribed under the Act and the rules framed thereunder: .
2.
(a) special resolutions;

(b) resolutions which have been agreed to by all the Members of the
Company, but which, if not so agreed to, would not have been
effective for their purpose unless they had been passed as special
resolutions;

(c) any resolution of the Board of Directors of the Company or agreement


executed by the Company, relating to the appointment, re-
appointment or renewal of the appointment, or variation of the terms
of appointment, of a managing director;

(d) resolutions or agreements which have been agreed to by any class of


Members but which, if not so agreed to, would not have been effective
for their purpose unless they had been passed by a specified majority
or otherwise in some particular manner;

(e) all resolutions or agreements which effectively bind such class of


Members though not agreed to by all those Members;

(f) resolutions passed by a company according consent to the exercise by


its Board of Directors of any of the powers under clause (a) and clause
(c) of sub-section (1) of Section 180 of the Act;

(g) resolutions requiring the Company to be wound up voluntarily passed


in pursuance of Section 304 of the Act;

(h) resolutions passed in pursuance of sub-section (3) of Section 179 of


the Act; and

(i) any other resolution or agreement as may be prescribed under the Act
and the rules framed thereunder and placed in the public domain.

120. The Company shall cause minutes of all proceedings of every General Meeting Minutes of
to be kept in accordance with the provisions of the Act by making, within thirty General
(30) days of the conclusion of each such meeting, entries thereof in books kept Meeting.
for that purpose with their pages consecutively numbered. Each page of every
such book shall be initiated or signed and the last page of the record of
proceedings of each meeting in such books shall be dated and signed by the
Chairman of the same meeting. Any such minutes kept as aforesaid shall be
evidence of the proceedings recorded therein.

121. The books containing the aforesaid minutes shall be kept at the registered office Inspection of
and be open during business hours to the inspection of any Member without Minutes Books
charge, subject to such reasonable restrictions the Company may by these of General
Articles or in General Meeting impose in accordance with provisions of the Act. Meeting.
Any Member shall be entitled to be furnished, within seven (7) days after he had
made a request in that behalf to the Company, with a copy of the minutes on
payment of such sum as prescribed under the Act.

626
122. No report of the proceedings of any General Meeting of the Company shall be Publication of
circulated or advertised at the expenses of the Company unless it includes the report of
matters required by these Articles or such information as required by the Act to proceedings of
be contained in the Minutes of the proceedings of such meeting. General
Meeting.
VOTES OF MEMBERS

123. Subject to the provisions of the Act and these Articles, votes may be given either Votes may be
personally or by proxy or in the case of a body corporate also by a representative given by proxy
duly authorized under a resolution. of attorney.

124. (1) Subject to any rights or restrictions for the time being attached to any class
or classes of Shares,—

(a) on a show of hands, every Member present in person shall have one
vote; and

(b) on a poll, the voting rights of Members shall be in proportion to his


share in the Paid-Up equity share capital of the Company.

(2) A Member may exercise his vote at a meeting by electronic means in


accordance with the provisions of the Act.

(3) (i) In the case of joint holders, the vote of the senior who tenders
a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders.

(ii) For this purpose, seniority shall be determined by the order in which
the names stand in the Register of Members.

(4) A Member of unsound mind, or in respect of whom an order has been made
by any court having jurisdiction in lunacy, may vote, whether on a show of
hands or on a poll, by his committee or other legal guardian, and any such
committee or guardian may, on a poll, vote by proxy.

(5) Any business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll.

(6) No Member shall be entitled to vote at any General Meeting unless all calls
or other sums presently payable by him in respect of his Shares in the
Company have been paid.

(7) (i) No objection shall be raised to the qualification of any voter


except at the meeting or adjourned meeting at which the vote objected
to is given or tendered, and every vote not disallowed at such meeting
shall be valid for all purposes.

(ii) Any such objection made in due time shall be referred to the Chairman
of the meeting, whose decision shall be final and conclusive.

125. Any person entitled under the transmission clause to transfer any I
Share, shall .•
Votes of a
not be entitled to be present; or to vote at any meeting either personally or by person entitled
proxy in respect of such Shares, unless at least forty eight (48) hours before the to a share on
time for holding the meeting or adjourned meeting as the case may be; at which transmission.
he proposes to be present and to vote, he shall have satisfied the Directors of his
right to transfer such Shares (as to which the opinion of the Board of Directors
shall be final) or unless the Board of Directors shall have previously admitted
his right to vote in respect thereof.

627
126. Any Member entitled to attend and vote at a meeting of the Company shall be Appointment of
entitled to appoint another person (whether a Member or not) as his proxy to proxy.
attend and vote instead of himself, but a proxy so appointed shall not have any
right to speak at the meeting.

127. Every proxy shall be appointed by an instrument in writing signed by the Deposit of
appointer or his attorney duly authorized in writing, or if the appointer is a body instrument of
corporate be signed by an Officer or an attorney duly authorized by it. proxy.

128. (1) The instrument of proxy shall be deposited at the office of the Company not
less than forty eight (48) hours before the time for holding the meeting at
which the person named in the instrument proposes to vote and in default,
the instrument proxy shall not be treated as valid.

(2) Every Member entitled to vote at a meeting of the Company according to


the provisions of these Articles on any resolution to be moved thereat, shall
be entitled during the period beginning twenty-four hours before the time
fixed for the commencement of the meeting and ending with the conclusion
of the meeting, to inspect, the proxies lodged at any time during the business
hours of the Company provided not less than three days' notice in writing
of the intention so to inspect is given to the Company.

129. An instrument appointing a proxy shall be in such form as may be prescribed by Form of Proxy.
the Act from time to time.

130. If any such instrument be confined to the object of appointing a proxy for voting Custody of the
at a meeting of the Company, it shall remain permanently or fix such time as the instrument of
Board of Directors may determine, in the custody of the Company, and if proxy.
embracing other object, a copy thereof, examined with the original shall be
delivered to the Company to remain in the custody of the Company.

DIRECTORS

131. Subject to the provisions of the Act, the number of Directors shall not be less Number of
than three (3) and unless otherwise determined by the Company in General Directors
Meeting more than fifteen (15). The Company may appoint more than fifteen
(15) directors after passing a special resolution.

132. The Company may agree with any financial institution or any authority or Nominee
person or State Government that in consideration of any loan or financial Directors.
assistance of any kind whatsoever, which may be rendered by it to the Company,
it shall till such time as the loan or financial assistance is outstanding have power
to nominate one or more Directors on the Board of the Company and from time
to time remove and reappoint such Directors and to fill in any vacancy caused
by the death or resignation of such Directors otherwise ceasing to hold office.
Such Nominee Directors shall not be required to hold any qualification shares.

133. Any trust Deed for securing Debenture, debenture stock may if so arranged, Debenture
provide for the appointment of a Director by the trustees thereof or by the Director.
holders of the Debentures or debentures stock in the following circumstances:
(ii) Two consecutive defaults in payment of interest to
the debenture holders;
(iii) Default in creation of security for debentures
(iv) Default in redemption of debentures

Such trust Deed may empower such trustees or holders of Debentures or


debenture stock from time to time to remove the Director so appointed. The
Director appointed under this Article is herein referred to as the “Debenture
Director” and the term Debenture Director means the Director for the time
being in office under this Article. The Debenture Director shall not be bound to

628
hold any qualification shares and shall not be liable to retire by rotation or,
subject to the provision of the Act, be removed by the Company. The trust deed
may contain such ancillary provisions as may be arranged between the Company
and the trustees and all such provisions shall have effect notwithstanding any of
the other provisions herein contained.

Provided further that the issuer, which is in default of payment of interest or


repayment of principal amount in respect of listed debt securities, shall appoint
the person nominated by the debenture trustee(s) as a director on its Board of
Directors, within one month from date of receipt of nomination from the
debenture trustee.

If an issuer is a company, it shall ensure that its Articles of Association require


its board of directors to appoint the person nominated by the debenture trustee(s)
in terms of clause(e) of sub-regulation(1) of regulation 15 of the Securities and
Exchange Board of India (Debenture Trustees)Regulations, 1993 as a director
on its board of directors.

134. The Board of Directors may appoint a person, not being a person holding any Appointment of
alternate directorship for any other director in the Company, or holding Alternate
directorship in the Company, to act as an alternate director for a Director during Directors.
his absence for a period of not less than three (3) months from India:

No person shall be appointed as an Alternate Director for an Independent


Director unless he is qualified to be appointed as an Independent Director under
the provisions of this Act:

An alternate director shall not hold office for a period longer than that
permissible to the Director in whose place he has been appointed and shall
vacate the office if and when the Director in whose place he has been appointed
returns to India.

135. Subject to the provisions of the Act, any casual vacancy occurring for the office Casual
of a Director whose period of office is liable to determine by retirement by Vacancy.
rotation may be filled up by the Board of Directors at a meeting of the Board.
Any person so appointed shall hold office till such time, the original directors
would have held office, if the vacancy had not occurred.

136. Subject to the provisions of the Act, the Director shall have power at any time Appointment of
to appoint a person or persons as additional Director or Directors. Provided that Additional
any person who fails to get appointed at a General Meeting, shall not be eligible Directors.
for appointment as an additional director.

137. Such additional director shall hold office only up to the date of the next Annual
General Meeting of the Company, but shall be eligible for re-election at that
meeting as a Director, provided that the number of Directors and the Additional
Director together, shall not exceed the maximum strength fixed by the Article.

138. The Company shall appoint such number of directors as Independent Directors Appointment of
as may be required under the provisions of the Act and rules thereunder, and Independent
SEBI LODR Regulations as applicable. The candidates to be appointed as Directors.
independent director shall hold such qualifications and shall comply with such
conditions as may be prescribed under the Act and SEBI LODR Regulations, as
applicable.

139. The Company shall appoint such number of women directors as may be required Appointment of
under the provisions of the Act and rules thereunder and SEBI LODR Women
Regulations. Directors

629
140. A Director of the Company shall not be bound to hold any qualification shares. Qualification
Shares.
141. Subject to the provisions of the Act and schedules there under, the remuneration Remuneration
payable to the Director of the Company shall be as hereinafter provided. of Directors.

(1) The fees payable to a Director for attending a meeting of the Board or a
committee of the Board or a General Meeting shall be decided by the Board
of Directors from time to time within the maximum limits of such fees that
may be prescribed under relevant provisions of the Act, or if, not so
prescribed in such manner as the Board of Directors may determine from
time to time in conformity with the provisions of law. Subject to the
provisions of Section 197 and Schedule V to the Act, the Directors shall be
paid such further remuneration if any, either on the basis of percentage of
the net profits of the Company or otherwise, as the Company in General
Meeting shall from time to time determine, and such additional
remuneration and further remuneration shall be divided amongst the
Directors in such proportion and manner as the Board may from time to
time determine, and in default of such determination shall be divided
amongst the Directors equally. Provided that the total remuneration
received by a Director shall not exceed the overall maximum remuneration
as may be prescribed under the Act.

(2) The Board of Directors may in addition allow and pay to any Director who
is not a bona fide resident of the place where a meeting of the Board or
Committee or a General Meeting of the Company is held, and who shall
come to that place for the purpose of attending the meeting, such sum as
was incurred by such Director and the Board may consider fair
compensation for his travelling, hotel, boarding, lodging and other expenses
incurred in attending or returning from meetings of the Board of Directors,
or any Committee thereof or General Meetings of the Company.

(3) Subject to the limitations provided by the Act and this Article, if any
Director shall be called upon to go or reside out of his usual place or
residence on the Company’s business or otherwise perform extra service
outside the scope of his ordinary duties, the Board may arrange for such
Director such special remuneration for such service either by way of salary,
commission or the payment of stated sum of money as they shall think fit,
in addition to or in substitution of his remuneration above provided, and all
the Directors shall be entitled to be paid or reimbursed or repaid any
travelling, hotel and other expenses incurred or to be incurred in connection
with the business of the Company and also to be reimbursed with all fees
for filling all documents which they may be required to file under the
provisions of the Act.

142. (1) The Board of Directors, may from time to time appoint one or more of their Appointment of
body to be a Managing Director or a Whole-time Director of the Company and
either for a fixed term not exceeding five (5) years for which he or they is remuneration
or are to hold such office on terms and conditions as they may deem fit and payable to
delegate such power to them as they may deem proper and from time to Managing
time remove or dismiss him or them from office and appoint another in Director and/or
his/their place. Whole-time
Director
(2) The Board may fix the remuneration of such Managing Directors and
Whole-time Directors, whether by way of salary or commission or by
conferring a right to participate in the profits of the Company or by
combination of any of the above.

143. The continuing Directors may act notwithstanding any vacancy in their body Directors may
but subject to the provisions of the Act, if the number falls below the minimum act

630
number above fixed and notwithstanding the absence of a quorum, the Directors notwithstanding
may act for the purposes of filling up vacancies or for summoning a General vacancy.
Meeting of the Company.

144. (3) A person shall not be eligible for appointment as a Director of the Disqualification
Company, if — s for a person to
act as director
(a) he is of unsound mind and stands so declared by a competent court;

(b) he is an undischarged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is


pending;

(d) he has been convicted by a court of any offence, whether involving


moral turpitude or otherwise, and sentenced in respect thereof to
imprisonment for not less than six (6) months and a period of five (5)
years has not elapsed from the date of expiry of the sentence:

Provided that if a person has been convicted of any offence and


sentenced in respect thereof to imprisonment for a period of seven (7)
years or more, he shall not be eligible to be appointed as a director in
any company;

(e) an order disqualifying him for appointment as a director has been


passed by a court or Tribunal and the order is in force;

(f) he has not paid any calls in respect of any Shares of the Company held
by him, whether alone or jointly with others, and six (6) months have
elapsed from the last day fixed for the payment of the call;

(g) he has been convicted of the offence dealing with related party
transactions under Section 188 of the Act at any time during the last
preceding five (5) years; or

(h) he has not complied with sub-section (3) of section 152 of the Act.

(4) No person who is or has been a Director of a company which—

(a) has not filed financial statements or annual returns for any continuous
period of three financial years; or

(b) has failed to repay the deposits accepted by it or pay interest thereon or
to redeem any debentures on the due date or pay interest due thereon
or pay any dividend declared and such failure to pay or redeem
continues for one (1) year or more;

shall be eligible to be re-appointed as a director of that company or


appointed in other company for a period of five years from the date on
which the said company fails to do so.

145. (1) Subject to the provisions of the Act, the office of a director shall become When office of
vacant if: Directors to
become vacant.
(a) he incurs any of the disqualifications specified in Section 164 of the
Act;

(b) he absents himself from all the meetings of the Board of Directors held
during the preceding period of twelve (12) months with or without
seeking leave of absence of the Board;

631
(c) he acts in contravention of the provisions of Section 184 of the Act
relating to entering into contracts or arrangements in which he is
directly or indirectly interested;

(d) he fails to disclose his interest in any contract or arrangement in which


he is directly or indirectly interested, in contravention of the provisions
of Section 184 of the Act;

(e) he becomes disqualified by an order of a court or the Tribunal;

(f) he is convicted by a court of any offence, whether involving moral


turpitude or otherwise and sentenced in respect thereof to
imprisonment for not less than six (6) months:

Provided that the office shall be vacated by the Director even if he has
filed an appeal against the order of such court;

(g) he is removed in pursuance of the provisions of this Act; and

(h) he, having been appointed as a director by virtue of his holding any
office or other employment in the holding, subsidiary or associate
company, ceases to hold such office or other employment in that
company.

(2) Subject to the provisions of the Act, a Director may resign his office at any
time by providing a notice in writing addressed to the Company or to the
Board of Directors.

146. (1) Subject to the provisions of Section 188 of the Act, no Director shall be Directors may
disqualified by his office from contracting with the Company for any contract with
purpose and in any capacity whatsoever including either as vendor, Company.
purchaser, agent, broker, underwriter of Shares and Debentures of the
Company or otherwise, nor shall any such contract, or any contract or
arrangement entered into by or on behalf of the Company in which any
Director shall be in any way interested be avoided, nor shall any Director
so contracting or being so interested be liable to account to the Company
for any profit realized by any such contract or arrangement by reason only
of such Director holding that office, or of the fiduciary relationship thereby
established, but it is hereby declared that nature of his interest must be
disclosed by him as provided hereunder.

(2) Every Director who is in any way whether directly or indirectly concerned Disclosure of
or interested in any contract or arrangement or proposed contract or interest.
arrangement entered into or to be entered into by or on behalf of the
Company as prescribed under section 184 of the Act shall disclose the
nature of his concern or interest at a meeting of the Board of Directors or
as provided in these Articles hereof.

(a) In the case of a proposed contract or arrangement, the disclosure


required to be made by a Director under sub-clause (2) above shall be
made at the meeting of the Board at which the question of entering into
the contract or arrangement is first taken into consideration or if the
Director was not at the date of the meeting, concerned or interested in
the proposed contract or arrangement at the first, meeting of the Board
after the Director becomes so concerned or interested.

(b) In the case of any other contract or arrangement, the required disclosure
shall be made at the first meeting of the Board held after the Director
becomes concerned or interested in the contract or arrangement.

632
(3) For the purpose of this Article, a general notice given to the Board of General notice
Directors by a Director to the effect that he is a Director or Member of a of interest.
specified body corporate or is a Member of a specified firm and is to be
regarded as concerned or interested in any contract or arrangement which
may after the date of the notice be entered into with that body corporate or
firm said be deemed to be sufficient disclosure of such concern or interest
in relation to any contract or arrangement so made. Such general notice
shall expire at the end of the financial year in which it is given but may be
renewed for a further period of one financial year at a time by a fresh notice
given in the first month of the financial year in which it would have
otherwise expired. The general notice as aforesaid and any renewal thereof
shall be given at a meeting of the Board of Directors or the Director
concerned shall take reasonable steps to secure that it is brought up and read
at the first meeting of the Board after it is given.

(4) Nothing contained in sub-clause (2) hereof shall apply to any contract or
arrangement entered into or to be entered into between the Company and
any other Public Company where any one of the Directors of the Company
or two or more of them together holds or hold not more than two percent of
the paid up share capital in the other Company.

(5) A Director shall not take any apart in the discussion of or vote on any
contract or arrangement entered into, or to be entered into by or on behalf
of the Company, if he is in any way directly or indirectly, concerned or
interested in the contract or arrangement nor shall his presence count for
the purpose of forming a quorum at the time of any such discussion or vote,
and if he does vote, his vote shall be void.

147. (1) The Company shall keep one or more Registers in accordance with the Register of
provisions of the Act, in which shall be entered separately, particulars of all Contracts in
contracts or arrangements in which the Directors interested. The Registers which Directors
shall include details of the contracts and name of parties and such other are interested
details as may be required under the prevailing provisions of the Act.

(2) The Register aforesaid shall also specify, in relation to each Director of the
Company, the names of the firms and bodies corporate of which notice has
been given by him of interest.

(3) The Registers as aforesaid shall be kept at the registered office of the
Company and they shall be open to inspection at such office and extracts
may be taken from any of them and copies thereof may be required by any
Member of the Company to the same extent in the same manner and on
payment of the same fees as in case of the Register of Members.

148. A Director of the Company may be or may become a Director of any Company Directors may
promoted by the Company, or in which it may be interested as vendor, Member be Directors of
or otherwise and subject to the provisions of the Act and these Articles. Companies
promoted by the
Company.
149. A Director, Managing Director, the Company shall upon his appointment to or Disclosure by
relinquishment of his office as Director, Managing Director, in any other body Directors, etc.
corporate, disclose to the Company, at the first meeting of the Board in of appointment.
every financial year or whenever there is any change in the disclosures already
made, then at the first Board meeting held after such change, whichever is
earlier the particulars relating to his office in the other body corporate.

150. A Director or Manager shall give notice in writing to the Company of his Disclosure of
holding of shares and debentures of the Company, or its holding or its subsidiary holdings.
or its associates, together with such particulars as may be prescribed under the

633
Act. If such notice be not given at a meeting of the Board, the Director or
Manager shall take all reasonable steps to secure that it is brought up and read
at the meeting of the Board next after it is given. The Company shall enter the
aforesaid particulars in a Register kept for their purpose in conformity with
provisions of the Act.

151. No Director of the Company and no related party shall hold any office or place Holding of
of profit under the Company, or any subsidiary of the Company except as office of profits
provided in and subject to the provisions of section 188 of the Act and rules by Directors.
made there under.

152. The Company shall observe the restrictions imposed by Section 185 of the Act Loans to
on the Company with regard to grant of loan or security and guarantee to and or Directors.
behalf of Directors and any other person in whom the director is interested.

153. Subject to the provisions of Section 188 of the Act, the Company can by passing Related Party
a resolution of the Board of Directors or by way of ordinary resolution as the Contracts.
case may be, and subject to such conditions as may be prescribed under the
Section 188 of Act and rules there under, may enter into any contract or
arrangement with a related party with respect to:

(a) sale, purchase or supply of any goods or materials;

(b) selling or otherwise disposing of, or buying, property of any kind;

(c) leasing of property of any kind;

(d) availing or rendering of any services;

(e) appointment of any agent for purchase or sale of goods, materials, services
or property;

(f) such related party's appointment to any office or place of profit in the
company, its subsidiary company or associate company; and

(g) underwriting the subscription of any securities or derivatives thereof, of the


Company:

No Member of the company shall vote on such special resolution, to approve


any contract or arrangement which may be entered into by the company, if such
Member is a related party.

Nothing in this Article shall apply to any transactions entered into by the
company in its ordinary course of business other than transactions which are not
on an arm’s length basis.

154. Subject to the provisions of the Act and these Articles, the Company may from Increase or
time to time increase or reduce within the maximum limit permissible, the reduction in
number of Directors, provided that any increase in the number of Directors number of
exceeding the limit in that behalf provided by the Act shall not have any effect Directors.
unless necessary approvals have been taken in accordance with the Act.

RETIREMENT AND ROTATION OF DIRECTORS

155. (a) Subject to the provisions of the Act, the period of office as Director in case Retirement and
of the present Directors, so far as their total number does not exceed one- rotation of
third of the total number of Directors appointed or the total number which Directors.
is permissible under the provisions of the Act, for the non-rotation shall not
be liable to determination by retirement by rotation of Directors and their
number shall not be taken into account in determining the retirement by

634
rotation of Directors or the number of Directors to retire. However, in case
their total number exceeds one-third of the total number of Directors
appointed in the Board or the number permissible under the provision of
the Act for non-rotation of the Directors as the case may be, the Board shall
decide as to out of them whose period of office shall be liable to
determination by retirement by rotation. The Board of Directors shall take
the required decision in this respect in the meeting first held immediately
after the insertion of this Article and thereafter every time as and when the
total number of Directors is increased or decreased.

(b) The total number of permanent Directors inclusive of Directors referred to


in sub-clause (a) above and the aforesaid Managing Director or Managing
Directors and or Whole-time Director or Whole-time Directors and
nominee Director appointed by the financial institution shall not exceed
one-third of the total strength of the Board of Directors of the Company or
the number permissible for non-rotation of the Directors under the
provisions of the Act as the case may be. However, in case their total
number and/or along with the Directors stated in sub-clause (a) above, as
the case may be, exceeds one-third of the total number of Directors
appointed in the Board or the number permissible under the provisions of
the Act for non-rotation of the Directors as the case may be, the Board shall
decide as to out of them whose period of office shall be liable to
determination by retirement by rotation from time to time as and when such
situation arises.

(c) Subject to sub-clauses (a) and (b) above, the Board of Directors shall have
power to decide as to who out of the Board of Directors should be the non-
rotational Director(s).

(d) At every Annual General Meeting of the Company one-third of such of the
Directors for the time being as are liable to retire by rotation shall retire
from office.

(e) Not less than two-third of the total number of Directors of the Company
shall be persons whose period of office is liable to determination by
retirement of Directors by rotation and save as otherwise expressly
provided in the Act and these Articles, be appointed by the Company in
General Meeting.

(f) The remaining Directors shall be appointed in accordance with the


provisions of these Articles.

(g) The expression “Retiring Director” means a Director retiring by rotation.

156. Subject to the provisions of the Act and these Articles, the Directors to retire by Ascertaining of
rotation under the foregoing Article at every Annual General Meeting shall be Directors
those who have been longest in office since their last appointment, but as retiring by
between person who become Directors on the same day, those who are to retire rotation.
shall in default of and subject to any agreement among themselves, be
determined by lot. Subject to the provisions of the Act, a retiring Director shall
remain in office until the conclusion of the meeting at which his reappointment
is decided or his successor is appointed.

157. Subject to the provisions of the Act and these Articles, a retiring Director shall Eligibility for
be eligible for re-appointment. re-election.

158. The Company at the Annual General Meeting at which a Director retires in the Company to fill
manner aforesaid may fill up the vacated office by electing the Retiring Director up vacancy.
or some other person thereto.

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159. (1) Subject to the provisions of the Act and these Articles any person who is Notice of
not a Retiring Director shall be eligible for appointment to the office of the candidature for
Director at any General Meeting if he or some Member intending to propose office of
him has, at least fourteen (14) clear days before such meeting, left at the Directors.
registered office of the Company, a notice in writing under his hand
signifying his candidature for the office of Director or the intention of such
Member to propose him as a candidate for that office as the case may be,
along with a deposit of such sum as may, from time to time, be prescribed
by the law as security deposit, which shall be refundable only if the
candidate in respect of whom the deposit is made has duly been elected as
Directors.

(2) Every person (other than a Director retiring by rotation or otherwise or a


person who has left at the office of the Company a notice under Sub-Clause
(1) of this Article signifying candidature for the office of a Director)
proposed as a candidate for the office of a Director shall sign and file with
the Company, his consent in writing to act as a Director if appointed.

(3) On receipt of the notice referred to in this Article the Company shall inform
its Members of the Candidature of that person for the office of a Director
or of the intention of a Member to propose such person as a candidate for
that office by serving individual notice on Members not less than seven
days before the meeting provided that it shall not be necessary for the
Company to serve individual notices upon the Members if the Company
advertises such candidature or intention not less than seven days before the
meeting in at least two newspapers circulating in the city, town or village
in which the Registered Office of the Company is situate of which one is
published in the English language and the other in the regional language.

(4) A person other than;

(a) a Director re-appointed after retirement by rotation or immediately on


the expiry of his term of office; or

(b) an additional or alternate Director, or a person filling a casual vacancy


in the office of a Director, appointed as Director or re-appointed as an
additional or alternate director, immediately on the expiry of his term
of office, or

(c) a person named as Director of the Company under these Articles as


first registered;

shall not act as a Director of the Company unless he has within thirty (30)
days of appointment signed and filed with the Registrar, his consent in
writing to act as such Director.

160. At a General Meeting of the Company, a motion shall not be made for the Individual
appointment of two or more persons as Directors of the Company by a single Resolution for
resolution, unless a resolution that it shall be so made, has first been agreed to Directors
by such meeting without any vote being given against it. A resolution moved in appointment.
contravention of this Article shall be void whether or not objection so moved is
passed no provision for the automatic reappointment of retiring Directors by
virtue of these Articles or the Act in default of another appointment shall apply.

(1) The Company may, subject to the provisions of the Act and these Articles Removal of
remove any Director before the expiry of his period of office. Directors

(2) Special notice shall be given, of any resolution to remove a Director under
this Article or to appoint some other person in place of a Director so
removed at the meeting at which he is removed.

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(3) On receipt of notice of any such resolution to remove a Director under this
Article, the Company shall forthwith send a copy thereof to the Director
concerned and the Director (whether or not he is a Member of the
Company) shall be entitled to be heard on the resolution at the meeting.

(4) Where notice is given of a resolution to remove a Director under this Article
and the Director concerned makes with respect thereto, representation in
writing to the Company (not exceeding a reasonable length) and requests
its notification to the Members of the Company, the Company shall unless
the representation is received by it too late for it to do so; (a) in the notice
of the resolution given to the Members of the Company state the fact of the
representation having being made; and (b) send a copy of the representation
to every Member of the Company and if a copy of the representation is not
sent as aforesaid because it has been received too late or because of the
Company’s default, the Director may (without prejudice to his right to be
heard orally) require that the representation shall be read out at the meeting.
Provided that copies of the representation shall not be read out at the
meeting if, on the application either of the Company or of any other person
who claims to be aggrieved, the Court is satisfied that the rights conferred
by this sub-clause are being abused to secure needless publicity for
defamatory matter.

(5) A vacancy created by the removal of Director under this Article may, if he
had been appointed by the Company in General Meeting or by the Board
be filled by the appointment of another Director in his place by the meeting
at which he is removed provided special notice of the intended appointment
has been given under sub-clause (2) of this Article 160. A Director so
appointed shall hold office until the date up to which his predecessor would
have held office if he had not been removed as aforesaid.

(6) If the vacancy is not filled under Sub-Clause (5) it may be filled as casual
vacancy in accordance with the provisions of the Act and all the provisions
of the Act and the rules thereunder shall apply accordingly.

(7) A Director who was removed from office under this Article shall not be
reappointed as Director by the Board of Directors.

(8) Nothing contained in this Article shall be taken:

(a) as depriving a person removed thereunder of any compensation or


damages payable to him in respect of the termination of his
appointment as Director or of any appointment terminating with that
as Director; or

(b) as derogating from any power of the Company to remove a Director,


which may exist apart from this Article 160.

MEETING OF DIRECTORS

161. The Company shall hold its first meeting of the Board of Directors within thirty Meeting of
(30) days of the date of incorporation of the Company. The Directors may meet Directors
together as a Board from time to time and shall hold a minimum number of four
(4) meetings of its Board of Directors every year in such a manner that not more
than one hundred and twenty days shall intervene between two consecutive
meetings of the Board.

162. Notwithstanding anything contrary contained in these Articles, may, in Meetings by


pursuance of and subject to compliance of provisions of the Act and the electronic mode
applicable rules, regulations, circulars, guidelines, notifications etc. as may be

637
specified by the MCA, and any competent authority and the provisions, if any,
which may be laid down in this regard by any amendment in or re-enactment of
the Act, or by the rules, regulations made thereunder, from time to time, allow
the Directors of the Company to participate in the Meeting(s) of the Board of
Directors through any type of electronic mode like video conferencing etc. and
the Directors so participating shall be deemed to be present in such Meeting(s)
of Board of Directors for the purpose of the quorum, voting, recording and all
other relevant provisions in this regard.

For conducting the aforesaid meetings, the Company shall follow the procedure
specified under the applicable laws for the time being in force and the rules,
regulations, circulars, notifications, guidelines etc. issued / to be issued from
time by MCA, SEBI or any other competent authority(ies) in this regard.

163. A Director or the Managing Director may at any time and the Secretary upon When meetings
the request of a Director shall convene a meeting of the Board of Directors. to be convened
Notice of not less than seven (7) days shall be issued in respect of every meeting and notice
of the Board in writing to every Director for the time being in India and at his thereof.
usual address to the Company and to every other Director as may be required
under relevant provisions of the Act. Provided that a meeting of the Board may
be called at shorter notice to transact urgent business subject to the condition
that at least one independent director, if any, shall be present at such meeting of
the Board.

164. Subject to the provisions of the Act and SEBI LODR Regulations, the quorum Quorum.
for a meeting of the Board of Directors shall be one third of the total strength of
the Board of Directors (excluding Directors, if any, whose places may be vacant
at the time, and any fraction contained that one-third being rounded off as one)
or two Directors, present in person or attending through any type of electronic
mode like video conferencing, whichever is higher, provided that where at any
time the number of interested Directors exceeds, that is to say, the number of
Directors, who are not interested and are present at the meeting, not being less
than two, shall be quorum during such meeting. A meeting of the Board of
Directors for the time being at which quorum is present shall be competent to
exercise all or any of the authorities powers and discretion by or under the Act
or the Articles of the Company, for the time being vested in or exercisable by
the Board of Directors generally.

165. If a meeting of the Board of Directors cannot be held for want of quorum, then Adjournment of
the meeting shall stand adjourned until such date and at such time and place as meeting for
the Chairman may appoint and in default of such appointment to the same day want of quorum.
in the next week at the same time and place or if that day is a public holiday till
the next succeeding day which is not a public holiday, at the same time and place
or to such day, time and place as the Board of Directors present may determine.

166. The Board shall elect one of its Members to be the Chairman of the Board and Appointment of
the Board shall determine the period for which the Chairman is to hold such Chairman.
office.

167. All meetings of the Board of Directors shall be presided over by the Chairman, Who to preside
if present, but if at any meeting of the Board of Directors the Chairman be not at meeting at
present at the time appointed for holding the same, then in that case, the Board board.
of Directors shall choose one of their Member then present to preside at the
meeting.

168. Questions arising at any meeting of the Board shall be decided by a majority of Questions at
votes, and in case of an equality of votes, the Chairman of the meeting, whether Board meeting
the Chairman appointed by virtue of these Articles or the Director presiding at how to be
such meeting shall have second or casting vote. decided (casting
vote)

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169. Subject to the provisions of the Act and these Articles the Board of Directors Directors may
may delegate any of their powers to a committee consisting of such Member or appoint
Members of their body, as they think fit and they may from time to time revoke committee.
and discharge any such committee either wholly or in part and either as to person
or purposes, but every committee so formed shall, in the exercise of the powers
so delegated to it confirm to any regulations that may from time to time be
imposed on it by the Board of Directors. All acts done by any such committee
in conformity with such regulations and in fulfillment of the purpose of their
appointment but not otherwise shall have the like force and effect as it done by
the Board. Subject to the provisions of the Act the Board may from time to time
fix the remuneration to be paid to any Member or Members of their body
constituting a committee appointed by the Board in terms of these Articles and
may pay the same.

The Company shall inter- alia constitute the following Committees as and when
required under provisions of the Act:

a) Corporate Social Responsibility Committee as may be required under


Section 135 of the Act.

b) Audit Committee as may be required under Section 177 of the Act.

c) Nomination and Remuneration Committee and Stakeholders Relationship


as required under Section 178 of the Act.

The composition and duties of the aforesaid committees shall be as may be


prescribed under the Act and rules made there under and SEBI LODR
Regulations, as applicable.

170. The meetings and proceedings of any such committee consisting of two or more Meeting of
Directors shall be governed by the provisions herein contained in respect of the Committees
meetings and proceedings of the Board of Directors, so far as the same are how to be
applicable thereto and are not superseded by any regulations made by the Board convened.
of Directors under the last preceding Articles.

171. (1) Subject to the provisions of Section 174 of the Act, a resolution passed by Resolution by
circular without a meeting of the Board or a committee of the Board Circular.
appointed under these Articles, shall subject to the provisions of sub clause
(2) hereof, and the Act, be as valid and effectual as resolution duly passed
at meeting of the Board or of a committee duly called and hold.

(2) A resolution shall be deemed to have been duly passed by the Board or by
a committee thereof by circulation, if the resolution has been circulated in
draft together with the necessary papers, if any, to all the Board of Directors
or to all the Members of the Committee then in India (not being less in
number than the quorum requisite for a meeting of the Board of the
Committee as the case may be) and to all other Directors or Members of the
Committee at their usual address in India by hand delivery, post, courier or
prescribed electronic mode and has been approved by majority of the Board
of Directors or Members of the Committee as are entitled to vote on the
Resolution.

(3) Subject to the provisions of the Act, statement signed by the Managing
Director or other person authorized in that behalf by the Board of Directors
certifying the absence from India of any Directors shall for the purposes of
this Article be conclusive evidence of the facts stated therein.

172. Subject to the provisions of the Act and these Articles, all acts done by any Act of Board or
meeting of the Board of Directors or by a Committee of Directors or by any Committee valid
person acting as a Director shall, notwithstanding that it shall afterwards be notwithstanding

639
discovered that there was some defect in the appointment of such Director or defect in
person acting as aforesaid or that they or any of them were or was disqualified, appointment.
or had vacated office or that the appointment of any of them had been terminated
by virtue of any provisions contained in the Act or in these Articles, may be as
valid as if every such person had been duly appointed and was qualified to be a
Director, provided that nothing in this Article shall be deemed to give validity
to acts done by the Board of Directors after their appointment had been shown
to the Company to be invalid or to have terminated.

173. The Company shall cause minutes of the meeting of the Board of Directors and Minutes of
of Committees of the Board to be duly entered in a book or books provided for proceedings of
the purpose in accordance with the relevant provisions of Section 118 of the Board of
Act. The minutes shall contain a fair and correct summary of the proceedings of Directors and
the meeting including the following: Committees to
be kept.
(i) The names of the Directors present at the meeting of the Board of Directors
or any Committee thereof;

(ii) All orders made by the Board of Directors;

(iii) All resolutions and proceedings of meetings of the Board of Directors and
Committees thereof;

(iv) In the case of each resolution passed at a meeting of the Board of Directors
or Committee thereof the names of Directors if any, dissenting from or not
concurring in the resolution.

174. All such minutes shall be signed by the Chairman of the concerned meeting or By whom
by the person who shall preside as Chairman at the next succeeding meeting and minutes to be
all the minutes purported to be so signed shall for all actual purposes whatsoever signed and the
be prima facie evidence of the actual passing of the resolution recorded and the effect of
actual and regular transaction or occurrence of the proceedings so recorded and minutes
of the regularity of the meetings at which the same shall appear to have taken recorded.
place.

175. (1) Subject to the provisions of the Act and these Articles the Board of General Powers
Directors of the Company shall be entitled to exercise all such powers and of Directors.
to do all such acts and things as the Company is authorized to exercise, and
do. Provided that the Board shall not exercise any power or do any act or
thing which is directed or required whether by the Act or any other Act or
by the Memorandum or these Articles or otherwise to be exercised or done
by the Company in General Meeting. Provided further that in exercising
any such act or tiling the Board shall be subject to the provisions contained
in that behalf in the Act or in the Memorandum or in these Articles of in
any regulations not inconsistent therewith duly made thereunder including
regulations made by the Company in General Meeting.

(2) No regulation made by the Company in General Meeting shall invalidate


any prior act of the Board which would have been valid if that regulation
had not been made.

176. (1) Subject to the provisions of Section 180 of the Act, the Board of Directors Consent of
shall not exercise the following powers except with the consent of the company
Company accorded by a special resolution, namely:— necessary for
the exercise of
(a) to sell, lease or otherwise dispose of the whole or substantially the certain powers.
whole of the undertaking of the company or where the Company owns
more than one undertaking, of the whole or substantially the whole of
any of such undertakings.

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Explanation.—For the purposes of this Article 176(1) —

(i) “undertaking” shall mean an undertaking in which the investment


of the Company exceeds twenty per cent of its net worth as per the
audited balance sheet of the preceding financial year or an
undertaking which generates twenty per cent of the total income
of the Company during the previous financial year;

(ii) the expression “substantially the whole of the undertaking” in any


financial year shall mean twenty per cent or more of the value of
the undertaking as per the audited balance sheet of the preceding
financial year;

(b) to invest otherwise in trust securities the amount of compensation


received by it as a result of any merger or amalgamation;

(c) to borrow money, where the money to be borrowed, together with the
money already borrowed by the Company will exceed aggregate of its
Paid-Up share capital and free reserves, apart from temporary loans
obtained from the company’s bankers in the ordinary course of
business.

Explanation.—For the purposes of this Article 176 (1) (c), the


expression “temporary loans” means loans repayable on demand or
within six months from the date of the loan such as short-term, cash
credit arrangements, the discounting of bills and the issue of other
short-term loans of a seasonal character, but does not include loans
raised for the purpose of financial expenditure of a capital nature;

(d) to remit, or give time for the repayment of, any debt due from a
Director.

(2) Every special resolution passed by the Company in the General Meeting in
relation to the exercise of the powers referred to in Article 176 (1) (c) shall
specify the total amount up to which monies may be borrowed by the Board
of Directors.

177. (1) Without derogating from the powers vested in the Board of Directors under Powers
these Articles, the Board shall exercise the following powers on behalf of exercised at
the Company and it shall do so only by means of resolutions passed at Board meetings.
meetings of the Board namely:—

(a) to make calls on shareholders in respect of money unpaid on their


Shares;

(b) to authorize buy-back of Securities under Section 68 of the Act;

(c) to issue Securities, including Debentures, whether in or outside India;

(d) to borrow monies;

(e) to invest the funds of the Company;

(f) to grant loans or give guarantee or provide security in respect of loans;

(g) to approve financial statement and the Board’s report;

(h) to diversify the business of the Company;

(i) to approve amalgamation, merger or reconstruction;

641
(j) to take over a company or acquire a controlling or substantial stake in
another company;

(k) any other matter which may be prescribed;

provided that the Board may, by a resolution at a meeting delegate to any


committee of Directors or the Managing Director or any other principal
office of the Company or to a principal officer of any of its branch offices,
the powers specified in sub clause (d) to (f) of this Article 177 (1) to the
extent specified below, on such conditions as the Board may prescribe.

(2) Every resolution delegating the power referred to in, Article 177 (1) (d)
shall specify the total amount up to which loans may be borrowed from
time to time by the delegate, provided however, that where the Company
has an arrangement with its bankers for the borrowing of moneys by way
of overdraft, cash credit, or other accounts, the day to day operation on
overdraft cash credit or other account, by means of which the arrangement
as made is actually availed of shall not require the sanction of the Board.

(3) Every resolution delegating the power referred to in Article 177 (1) (e) shall
specify the total amount up to which the funds may be invested and the
nature of the investments which may be made by the delegate.

(4) Every Resolution delegating the power referred to in Article 177 (1)(f)
above, shall specify the total amount outstanding at any time made by the
delegate, the purpose for which the loans may be made and the maximum
amount of loans which may be made.

(5) Nothing contained in this Article shall be deemed to affect the right of the
Company to, in a General Meeting, impose restrictions and conditions on
the exercise by the Board of any of the powers referred above.

178. Without prejudice to the powers conferred by Articles and so as not in any way Certain powers
to limit or restrict these powers and without prejudice to the other powers of Board.
conferred by these Articles and subject to the approval of the Members where
ever required, it is hereby declared that the Board of Directors shall have
following powers that is to say power:

(1) To pay all costs, charges and expenses preliminary and incidental to the To pay
promotion establishment and registration of the Company. preliminary any
promotional
costs and
charges.

(2) To pay and charge to the capital of the Company any commission or interest To pay
lawfully payable thereabout under the relevant provisions of the Act and commission and
Articles. interest.

(3) Subject to the provisions of the Act and these Articles to purchase or To acquire
otherwise acquire for the Company any property, rights or privileges which property.
the Company is authorized to acquire, at or for such price or consideration
and generally on such terms and conditions as they may think fit, and in any
such purchase or other acquisition to accept such title as the Board of
Directors may believe or may be advised to be reasonably satisfactory.

(4) At their discretion and subject to the provision of the Act to pay for any To pay for
property or rights required, by or services rendered to the Company, either property in cash
wholly or partly in cash, or in Shares, bonds, Debentures, debenture-stock, debentures or
mortgage or other Securities of the Company, and any such Shares may be otherwise.

642
issued either as fully paid up or with such amount credited as paid up
thereon as may be agreed upon, and any such bonds, Debentures, debenture
stock, mortgage or other Securities may be either specifically charged upon
all or any part of the property of the Company and its uncalled or not so
charged.

(5) To insure and keep insured against loss or damage by fire or otherwise for To insure
such period and to such extent as they may think proper all or any part of properties of the
the buildings, machinery, goods, stores, produce and other moveable Company.
property of the Company either separately or jointly; also to insure all or
any portion of the goods, produce machinery and other articles imported or
exported by the Company and to sell assign, surrender or discontinue any
policies of effected in pursuance of this power.

(6) To open accounts with any bank or bankers or with any company or firm To open account
and to pay money into and draw money from any such amount from time to with bank.
time as the Board of Directors may think fit.

(7) To secure the fulfillment of any contracts or engagements entered into by To secure
the Company by mortgage or charge of all or any of the Property of the contracts by
Company and its unpaid capital for the time being or in such other manner mortgage, etc.
as they think fit subject to the necessary approvals.

(8) To attach to any shares to be issued as the consideration or part of the To attach
consideration for any contract with or property acquired by the Company or conditions as to
in payment for services rendered to the Company, such conditions as to the transfer of any
transfer thereof as they think fit. shares.

(9) To accept from any Member, on such terms and conditions as may be To accept
agreed, a surrender of his shares or stock or any part thereof, so far as may surrender of
be permissible by any law for the time being in force. Shares.

(10) To appoint any person or persons (whether incorporated or not) to accept To appoint
and hold in trust for the Company any property belonging to the Company trustees.
or in which it is interested or for any other purposes, and to execute and do
all such deeds and things as may be requisite in relation to any such trust
and to provide for the remuneration of such trustee or trustees.

(11) To institute, conduct, defend, compound or abandon any legal proceedings To bring and
by or against the Company or its officers, or otherwise, concerning the defend suits and
affairs of the Company and also to compound and allow time for payment legal
or satisfaction of any debt due, or of any claims or demands by or against proceedings.
the Company.

(12) To refer any claims or demand by or against the Company or any dispute or To refer to
difference to arbitration and observe, perform and execute and awards made arbitration.
thereon.

(13) To act on behalf of the Company in all matters relating to bankrupts and To act in
insolvents. insolvency
matters.
(14) To make and give receipts, release and other discharges for moneys payable To give receipts.
to the Company and for the claims and demand of the Company.

(15) To determine from time to time who shall be entitled to sign on the To authorize
Company’s behalf bills, notes, receipts, acceptances, endorsements, acceptance.
cheques, dividend, warrants, releases, contracts and documents and to give
the necessary authority for such purposes.

643
(16) Subject to the provisions of the Act and these Articles to invest and deal To invest
with any moneys of the Company not immediately required for the purposes money.
thereof upon such securities and other investments (not being shares of the
Company) or without security and in such manner as they may think fit and
from time to time to vary or realize such investments provided that all
investments shall be made and held by the Company in its own name, and
within the limits permitted by the Members and under the Act.

(17) To execute in the name and on behalf of the Company, in favour of any To execute
Director or other person who may incur or be about to incur any personal Mortgage.
liability whether as principal or as surety for the benefit of the Company,
such mortgages of the Company’s property (present and future) as they
think fit, and any such mortgages may contain a power of sale and such
other powers, covenants, provisions and agreements as shall be agreed.

(18) To distribute by way of bonus, amongst the staff of the Company, a part of To distribute
the profits of the Company and to give to any officer or other persons bonus.
employed by the Company, a commission on the profits of any particular
business or transactions and to charge such bonus or commission as part of
the working expenses of the Company.

(19) Subject to the provisions of the Act, to give to any officer or other person Sharing profits.
employed by the Company, an interest in any particular business or
transaction by way of a share in the general profits of the Company, and
such share of profits shall be treated as a part of the working expenses of
the Company.

(20) To provide for the welfare of employees or ex-employees of the Company To provide for
and its Directors or ex-Directors and the wives, widows, and families and welfare of
the dependents of such persons, by building or contributing to the building employees and
of houses, dwelling or quarters or by grant of money, pensions, gratuities, to subscribe to
allowances, bonuses, profit sharing bonuses or benefits or any other charitable and
payment or by creating and from time to time, subscribing or contributing other funds.
to provident and other funds, profit sharing or other schemes or trusts and
by providing or subscribing or contributing towards places of instruction
and recreation, hospitals, and dispensaries, medical and other attendances
and other forms of assistance, welfare or relief as the Board of Directors
shall think fit, and to subscribe or contribute or otherwise to assist to or
guarantee money to charitable, benevolent, religious, scientific, national,
public or any other institutions objects or purposes or for any exhibition.

(21) Before recommending any dividend, to set aside out of the profits of the
Company, such sums as they may think proper for depreciation or to create To create
a Depreciation Fund, Insurance Fund, General Reserve, Reserve Fund, depreciation and
Sinking Fund or any special or other fund or funds or accounts or accounts other funds.
to meet contingencies, or to pay redeemable preference shares, Debenture
or debenture stock or special dividends or for equalizing dividends, or for
repairing, improving, extending and maintaining any part of the property of
the Company, and/or for such other purposes (including the purposes
referred to in the last two preceding sub-clauses) as the Board of Directors
may, in their absolute discretion think conducive to the interests of the
Company and to invest the several sums so set aside or as much thereof as
are required to be invested upon such investments (subject to the restrictions
imposed by the Act and these Articles) as the Board of Directors may think
fit from time to time to deal with and vary any such investments and dispose
of and apply and expend all or any part thereof for the benefit of the
Company, in such manner and for such purposes as the Board of Directors
(subject to such restrictions as aforesaid) in their absolute discretion think
conducive to the interests of the Company notwithstanding that the matters
to which the Board of Directors apply or upon which they expend the same

644
or any part thereof may be matters to or upon which the capital moneys of
the Company might rightly be applied or expended and to divide the
Reserve, General Reserve, or the Reserve Fund into such special funds as
the Board of Directors may think fit, and to employ the assets constituting
all or any of the above funds or accounts, including the Depreciation Fund
appropriated out of the net profits in the business of the Company or in the
purchase or repayment of redeemable preference shares, Debentures or
debenture-stock and that without being bound to keep the same separately
from the other assets, and without being bound to pay or allow interests, on
the same, with power however to the Director at their discretion to apply or
allow interests on the same, with power however to the Board of Directors
at their discretion to allow to the credit of such fund, interest at such rate as
the Board of Directors may think proper.

(22) Subject to the provisions of the Act, to appoint and at their discretion To appoint
remove or suspend managers, secretaries, officers, clerks, agents and employees.
employees for permanent, temporary or special services as they may from
time to time think fit, and to determine their powers and duties, and fix their
salaries or emoluments and require security in such instances, and also
without prejudice foregoing, from time to time, provide for the management
and transaction of the affairs of the Company in any specified locality in
India or elsewhere in such manner as they think fit and the provisions
contained in following sub-clauses (24), (25), (26) and (27) of this Article
178, shall be without prejudice to the general powers conferred by this sub-
clause (22) of Article 178.

(23) To comply with the requirements of any local law which the Company is To comply with
not bound to comply with but which in their opinion it shall be in the local laws.
interests of the Company necessary or expedient to comply with.

(24) From time to time and at any time to establish a local board for managing Local Board.
any of the affairs of the Company in any specified locality in India or
elsewhere and to appoint any person to be members of any such local board,
or any managers or agents and to fix their remuneration.

(25) Subject to the provisions of the Act and the Articles, and at any time to Delegation
delegate to any such Local Board, or any member or members thereof or
any managers or agents so appointed any of the powers, authorities and
discretions for the time being vested in the Board of Directors and to
authorize the members for the time being of any such Local Board, or any
of them to fill up any vacancies therein and to act not withstanding such
vacancies therein and any such appointment or delegation under sub clause
(24) of this Article 178, may be made on such terms and subject to such
conditions as the Board of Directors may think fit and the Board of Directors
may at any time remove any persons so appointed and may annul or vary
any such delegation.

(26) At any time and from time to time by a power of attorney authorize any Power of
person or person to be the attorney or attorneys of the Company, for such Attorney.
purpose and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Board of Directors under these presents
and excluding the power which may be exercised only by the Board of
Directors at a meeting of the Board under the Act or the Articles of by the
Company in General Meeting) and for such period and subject to such
conditions as the Board of Directors may from time to time think fit and any
such appointment may (if the Board of Directors think fit) be made in favour
of the member or any of the members of any Local Board, established as
aforesaid or in favour of any Company, or the members, directors, nominees
or managers of any Company or firm or otherwise in favour of any body of
persons whether nominated directly or indirectly by the Board of Directors

645
and any such power of attorney may contain such powers for the protection
or convenience of persons dealing with such attorneys as the Board of
Directors may think fit, and may contain powers enabling any such delegate
or attorneys as aforesaid to sub-delegate all or any of the powers and
authorities for the time being vested in them.

(27) Subject to the provisions of the Act and these Articles, to delegate the To delegate.
powers, authorities and discretions vested in the Board of Directors to any
person, firm, company, or fluctuating body of persons as aforesaid.

(28) Subject to the provisions of the Act and these Articles, for or relation to any To enter into
of the matters aforesaid or otherwise for the purposes of the Company, to contracts, etc.
enter into all such negotiations and contracts and rescind and vary all such
contracts and execute and do all such acts, deeds and things in the name and
on behalf of the Company as they may consider expedient for or in relation
to any of the matters aforesaid or otherwise for the purposes of the
Company.

KEY MANAGERIAL PERSONNEL

179. Subject to the provisions of Section 203 of the Act and rules made thereunder Power to
and/or these Articles, as applicable, appoint Key
Managerial
(i) a chief executive officer, manager, company secretary or chief financial Persons.
officer may be appointed by the Board for such term, at such remuneration
and upon such conditions as it may think fit; and any chief executive officer,
manager, company secretary or chief financial officer so appointed may be
removed by means of a resolution of the Board;

(ii) A Director may be appointed as chief executive officer, manager, company


secretary or chief financial officer.

180. Subject to the provisions of the Act and these Articles, the Managing Director What provisions
or Managing Directors or Whole-time Director or Whole-time Directors shall the Managing
be subject to retirement by rotation and, subject to the provisions of any contract and Whole time
between him or them and the Company be subject to the same provisions as to Directors shall
resignation and removal as the other Director of the Company and he or they be subject to.
shall ipso facto and immediately cease to be Managing Director or Managing
Directors or Whole time Director or Whole time Directors if he or they cease to
hold the office of Director from any cause.

181. The remuneration of the Managing Director or Managing Directors or Whole- Remuneration
time Director or Whole-time Directors (subject to provisions of the Section 197 of Managing
and Schedule V of the Act) shall be in accordance with the terms of his or their Director and
contract with the Company. whole time
Director
182. Subject to the provisions of the Act and to the terms of any Resolution of the Power and
Company in General Meeting or of any Resolution of the Board and to the term Duties of
of any contract with him or them, the Managing Director or Managing Directors Managing
shall have substantial powers of management subject to the superintendence, Director.
control and direction of the Board of Directors.

SECRETARY

183. The Board of Directors shall appoint a whole-time Secretary of the Company Secretary.
possessing the prescribed qualification for such term, at such remuneration and
upon such conditions as they may think fit and any secretary so appointed may
be removed by them. The main functions of the Secretary shall be the
responsibility for maintaining records and Registers required to be kept under
the Act and these Articles, making the necessary returns to the Registrar of

646
Companies under the Act and these Articles and for getting the necessary
documents registered with the Registrar and for carrying out all other
administrative and ministerial acts, duties and functions which a Secretary of a
Company is normally supposed to carry out, such as giving the necessary notices
to the Members, preparing the agenda of meetings, issuing notices to Directors,
preparing minutes of meeting of Members and of Directors and of any
committee of Directors and maintaining minute books and other statutory
documents, and he shall carry out and discharge such other functions and duties
as the Board of Directors or the Managing Director may from time to time
require him to do so.

REGISTERS, BOOKS AND DOCUMENTS

184. (1) Company shall maintain all Registers, books and documents as required by Registers Books
the Act or these Articles including the following, namely: and Documents.

(a) Register of Members;


(b) Register of Debenture Holders;
(c) Register of other Security Holders;
(d) Register of Securities/ Shares bought back;
(e) Register of Charges;
(f) Register of Directors, key managerial personnel;
(g) Register of loans, investments, guarantees and securities;
(h) Register of Investments not held by the Company in its own name;
(i) Register of contracts, arrangements in which the directors are
interested;
(j) Books of Accounts;
(k) All returns and forms filed with the Registrar of Companies;
(l) Such other statutory registers as may be prescribed under the relevant
and applicable provisions of the Act, from time to time.

(2) The said Registers, books and documents shall be maintained in conformity
with the applicable provisions of the Act and these Articles and shall be
kept open for inspection for such persons as may be entitled thereto
respectively under the Act and these Articles on such days and during such
business hours as may in that behalf be determined in accordance with the
provisions of the Act these Articles and extracts therefrom shall be supplied
to those persons entitled thereto in accordance with the provisions of the
Act and these Articles.

(3) The Company may keep a Register of foreign Members in accordance with
the provisions of the Act. The Board of Directors may from time to time,
make such provisions as they may think fit in respect of the keeping of the
branch Registers of Members and/or Debenture holders.

DIVIDENDS

185. The Company in general meeting may declare dividends, but no dividend shall Division of
exceed the amount recommended by the Board. profits.

186. Subject to the provisions of Section 123 of the Act, the Board may from time to Interim
time pay to the Members, such interim dividends during the financial year out Dividend.
of the surplus in the profit and loss account and out of profits of the financial
year in which such interim dividend is sought to be declared by the Company.

187. (i) The Board may, before recommending any dividend, set aside out of the
profits of the Company, such sums as it thinks fit as a reserve or reserves
which shall, at the discretion of the Board, be applicable for any purpose to
which the profits of the Company may be properly applied, including

647
provision for meeting contingencies or for equalizing dividends; and
pending such application, may, at the like discretion, either be employed in
the business of the company or be invested in such investments (other than
shares of the company) as the Board may, from time to time, thinks fit.

(ii) The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.

188. (i) Subject to the rights of persons, if any, entitled to Shares with special rights
as to dividends, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the Shares in respect whereof the
dividend is paid, but if and so long as nothing is paid upon any of the Shares
in the Company, dividends may be declared and paid according to the
amounts of the Shares.

(ii) No amount paid or credited as paid on a Share in advance of calls shall be


treated for the purposes of this Article as paid on the Share.

(iii) All dividends shall be apportioned and paid proportionately to the amounts
paid or credited as paid on the shares during any portion or portions of the
period in respect of which the dividend is paid; but if any share is issued on
terms providing that it shall rank for dividend as from a particular date such
share shall rank for dividend accordingly.

189. The Board may deduct from any dividend payable to any Member, all sums of
money, if any, presently payable by him to the Company on account of calls or
otherwise in relation to the Shares of the Company.

190. (i) Any dividend, interest or other monies payable in cash in respect of Shares
maybe paid by cheque or warrant sent through the post directed to the
registered address of the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the
register of Members, or to such person and to such address as the holder or
joint holders may in writing direct.

(ii) Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent.

191. Any one of two or more joint holders of a Share may give effective receipts for
any dividends, bonuses or other monies payable in respect of such Share.

192. Notice of any dividend that may have been declared shall be given to the persons
entitled to share therein in the manner mentioned in the Act. No dividend shall
bear interest against the Company.

193. The Company shall comply with the provisions of the Act in respect of any
dividend remaining unpaid or unclaimed with the Company. If the Company
has declared a dividend but which has not been paid or the dividend warrant in
respect thereof has not been posted or sent within 30 (thirty) days from the date
of declaration, the Company shall, within 7 (seven) days from the date of expiry
of the said period of 30 (thirty) days, transfer the total amount of dividend, which
remained so unpaid or unclaimed to a special account to be opened by the
Company in that behalf in any scheduled bank to be called “Unpaid Dividend
Account”.

Any money so transferred to the unpaid dividend account of the Company which
remains unpaid or unclaimed for a period of 7 (seven) years from the date of
such transfer, shall be transferred by the Company to the Fund established under
sub-section (1) of Section 125 of the Act, viz. “Investor Education and
Protection Fund”. Provided that, any claimant of Shares so transferred shall be

648
entitled to claim the transfer of Shares from Investor Education and Protection
Fund in accordance with such procedure and on submission of such documents
as may be prescribed.

Further, there shall be no forfeiture of unclaimed dividends before the claim


becomes barred by law and the Company shall comply with the provisions of
Sections 124 and 125 of the Act in respect of all unclaimed or unpaid Dividends.

RESERVES AND CAPITALISATION

194. The Board may, before recommending any dividend set aside out of the profits Reserves
of the Company such sums as it thinks proper as a reserve or reserves which
shall at the discretion of the Board, be applicable for any purpose to which the
profits of the Company may be properly applied and pending such application
may, at the like discretion, either be employed in the business of the Company
or as may be permitted by the Act, applied for payment of dividend or be
invested in such investments and in such manner or as may be permitted by the
Act and as the Board may from time to time think fit.

195. (i) The Company in General Meeting may, upon the recommendation of the Capitalization
Board, resolve:

(a) that it is desirable to capitalize any part of the amount for the time being
standing to the credit of any of the Company’s reserve accounts, or to
the credit of the profit and loss account, or otherwise available for
distribution; and

(b) that such sum be accordingly set free for distribution in the manner
specified in Article 195(ii) amongst the Members who would have
been entitled thereto, if distributed by way of dividend and in the same
proportions.

(ii) The sum aforesaid shall not be paid in cash but shall be applied, either in or
towards—

(A) paying up any amounts for the time being unpaid on any Shares held
by such Members respectively;

(B) paying up in full, unissued Shares of the Company to be allotted and


distributed, credited as fully Paid-Up, to and amongst such Members
in the proportions aforesaid;

(C) partly in the way specified in sub-clause (A) and partly in that
specified in sub-clause (B);

(D) A securities premium account and a capital redemption reserve account


may, for the purposes of this Article, be applied in the paying up of un-
issued Shares to be issued to Members of the Company as fully paid
bonus Shares;

(E) The Board shall give effect to the resolution passed by the Company in
pursuance of this Article.

196. (i) Whenever such a resolution as aforesaid shall have been passed, the Board
shall—

(a) make all appropriations and applications of the undivided profits


resolved to be capitalized thereby, and all allotments and issues of fully
paid Shares, if any; and

649
(b) generally do all acts and things required to give effect thereto.

(ii) The Board shall have power—

(a) to make such provisions, by the issue of fractional certificates or by


payment in cash or otherwise as it thinks fit, for the case of Shares
becoming distributable in fractions; and

(b) to authorize any person to enter, on behalf of all the Members entitled
thereto, into an agreement with the Company providing for the
allotment to them respectively, credited as fully paid-up, of any further
Shares to which they may be entitled upon such capitalization, or as
the case may require, for the payment by the Company on their behalf,
by the application thereto of their respective proportions of profits
resolved to be capitalized, of the amount or any part of the amounts
remaining unpaid on their existing shares;

(iii) Any agreement made under such authority shall be effective and binding
on such Members.

ACCOUNTS

197. (1) The Company shall prepare and keep at its registered office books of account Books of
and other relevant books and papers and financial statement for every Account to be
financial year which give a true and fair view of the state of the affairs of kept.
the Company, including that of its branch office or offices, if any, and
explain the transactions effected both at the registered office and its
branches and such books shall be kept on accrual basis and according to
the double entry system of accounting:

Provided that all or any of the books of account aforesaid may be kept at
such other place in India as the Board of Directors may decide, and when
the Board of Directors may decide the Company shall, within seven days
of the decision, file with the Registrar a notice in writing giving the full
address of that other place.

(2) If the Company shall have branch office, whether in or outside India, proper
books of account relating to the transactions effected at the office shall be
kept at that office, and proper summarized returns, made up to date at
intervals of not more than three months, shall be sent by the branch office
of the Company to its Registered Office or other place in India, as the Board
thinks fit where the main books of the Company are kept.

(3) All the aforesaid books shall give a true and fair picture of the financial
position of the Company.

198. The Board shall from time to time determine whether and to what extent and at Inspection by
what times and places and under what conditions and regulations the accounts Member of
and books of the Company or, any of them, shall be open to the inspection of accounts and
Members not being Directors and no Member (not being Director) shall have books of the
any right of inspecting any account or books or documents of the Company Company.
except as conferred by law or authorized by the Company in General Meeting.

199. At every Annual General Meeting the Board shall lay before the Company, Financial
financial statements along with the reports thereto, prepared in accordance with Statements to be
the provisions of the Act and such financial statements shall comply with the furnished at
requirements of the Act so far as they are applicable to the Company. General
Meeting.
200. There shall be attached to every Financial Statements laid before the Company Board Report.
a Report by the Board of Directors complying with the provision of the Act.

650
201. The Company shall comply with the requirements of the Act and make Right of
necessary arrangement for Section 136 of the Act. Members to
copies of
Financial
Statements
ANNUAL RETURNS

202. The Company shall prepare and file the requisite annual returns in accordance Annual Return.
with the provisions of the Act.

203. Once, at least in every year, the books of account of the Company shall be Accounts to be
examined by one or more auditors in accordance with the relevant provisions Audited.
contained in that behalf in the Act and the rules thereunder.

204. The appointment qualifications, powers, rights, duties and remuneration of the Appointment
auditors shall be regulated by and in accordance with the relevant provisions of powers, etc. of
the Act. Auditors.

205. Every account when audited and approved by the Members in a General Accounts when
Meeting, shall be conclusive except as regards any error discovered therein audited and
within three (3) months after the approval thereof. Whenever any such error is approved to
discovered within the aforesaid period, the account shall forthwith be corrected conclusive
and thenceforth shall be conclusive. except as to
errors
discovered
within.
DOCUMENTS AND SERVICE OF DOCUMENTS

206. (1) A document (which expression for this purpose shall be deemed to include Manner of
and shall include any summons, notice, requisition, process, order, Service.
judgment or any other document in relation to or in the winding up of the
Company) may be served or sent by the Company or to any Member either
personally or by sending it by post to him at his registered address or (if he
has no registered address in India) at the address, if any within India
supplied by him to the Company or by such electronic mode as may be
prescribed under the Act.

(2) Where a document is sent by post:

(a) service thereof shall be deemed to be affected by properly addressing,


preparing and posting a letter containing the notice, provided that
where a Member, has intimated to the Company in advance that
documents should be sent to him under certificate of posting or by
registered post with or without acknowledgement due and has
deposited with the Company, a sum sufficient to defray the expenses
of doing so, service of the document shall not be deemed to be effected,
unless it is sent in the manner intimated by the Member; and

(b) Such service shall be deemed to have been effected:

(i) in the case of a notice of a meeting, at the expiration of forty eight


(48) hours after the letter containing the notice is posted; and

(ii) in any other case, at the time at which the letter would be delivered
in the ordinary course of post.

207. If a Member has no registered address in India and has supplied to the Company Service on
an address within India for the giving of notice to him, a document advertised Members

651
in a newspaper circulating in the neighborhood of the Registered Office of the having no
Company shall be deemed to be duly served on him on the day on which the registered
advertisement appears. address.

208. All document may be served by the Company on the persons entitled to a share Service on
in consequence of the death or insolvency of a Member by sending it through person acquiring
the post in a prepaid letter addressed to them by name or by the title of shares on death
representative of the deceased or Assignee of the insolvent or by any like or insolvency of
description at the address (if any) in India supplied for the purpose by the Member.
persons claiming to be so entitled or (until such as address has been so supplied)
by serving the document in any manner been so supplied by serving the
documents in any manner in which the same might have been served if the death
or insolvency has not occurred.

209. Subject to the provisions of the Act and these Articles, notices of the General Persons entitled
Meetings shall be given; to notice of
general
meetings.
(i) to all Members of the Company as provided and in the manner authorized
by these Articles;

(ii) to the persons entitled to a Share in consequence of the death or insolvency


of a Member.

(iii) to the Auditor or Auditors for the time being of the Company, in any manner
authorized by these Articles.

210. Subject to the provisions of the Act any document required to be served or sent Advertisement.
by the Company on or to the Members or any of them, and not expressly
provided for by these presents shall be deemed to be duly served or sent if
advertised once in one daily English and one daily vernacular newspaper
circulating in the district in which the registered office of the Company is
situated.

211. Every person who by operation of a transfer, or other means whatsoever, Members and
becomes entitled to any Share, shall be bound by every document in respect of by document
such Share which previously to his name and address being entitled on the given to
Register, has been duly served on or sent to the person from whom he derives previous
his title to such Share. holders.

212. Any notice to be given by the Company shall be signed by the Managing Notice by
Director or Secretary or by such Director or officer as the Board of Directors company and
may appoint and such signature may be written or printed or lithographed. signature
thereto.
213. All notices to be given on the part of the Members to the Company shall be kept Service of
at or sent by post under certificates of posting or by registered post to the notice by
registered office of the Company. Members.

AUTHENTICATION OF DOCUMENTS

214. Save as otherwise expressly provided in the Act or these Articles, a document Authentication
or proceedings requiring authentication by the Company may be signed by a of documents
Director the Managing Director or an authorized officer of the Company. and proceedings

RECONSTRUCTION

215. On any sale of an undertaking of the Company, the Board or a liquidator on a Reconstruction.
winding up, may if authorized by a special resolution, accept fully paid or partly
paid-up shares, debentures or securities of any other company, whether
incorporated in India or not, either then existing or to be formed for the purchase

652
in whole or in part of the property of the Company, and the Board (if the profits
of the Company permit) or the liquidator (in a winding up) may distribute such
Shares or Securities or any other property of the Company amongst the
Members without realization, or vest the same in trustees for them, and any
special resolution may provide for the distribution or appropriation of cash,
Shares or other Securities, benefit or property otherwise than in accordance with
the strict legal rights of the Members or contributories of the Company and for
the valuation of such Securities or property at such price and in such manner as
the meeting may approve and all holders of shares shall be bond to accept and
shall be bound by any valuation or distribution so authorized, and waive all
rights in relation thereto, save only in case the Company is proposed to be or is
in the course of being wound up, such statutory rights, if any, as are incapable
of being waived or excluded by these Articles.

216. If the Company shall be wound up, and the assets available for distribution Distribution of
among the Members as such shall be insufficient to repay the whole of the paid Assets.
up capital such assets shall be distributed so that as nearly as may be, the losses
shall be borne by the Members in proportion to the capital paid up or which
ought to have been paid up at the commencement of the winding up on the
shares held by them respectively; and if in a winding up the assets available for
distribution among the Members shall be more than sufficient to repay the whole
of the capital paid up at the commencement of the winding up, the excess shall
be distributed among the Members in proportion to the capital paid up at the
commencement of the winding up or which ought to have been paid up on the
shares held by them respectively. But this Article is to be without prejudice to
rights of the holders of Shares issued upon special terms and conditions.

217. (1) If the Company shall be wound up, whether voluntarily or otherwise, the Distribution of
liquidators may, with the sanction of a special resolution, but subject to the assets in specie
rights attached to any preference shares capital, divide amongst the or kind.
contributories, in specie or kind, any part of the assets of the Company and
may, with the like sanction of a special resolution, but subject to the rights
attached to any preference share capital, divide amongst the contributories,
in specie or kind, any part of the assets of the Company and may, with the
like sanction, vest any part of the assets of the Company in trustees upon
such trusts for the benefit of the contributories if he considers necessary,
but so that no Member shall be compelled to accept any shares or other
securities whereon there is any liability. The liquidator may set such value
as he deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the Members
or different classes of Members.

(2) If thought expedient any such division may, subject to the provisions of the
Act, be otherwise than in accordance with the legal right of the
contributories (except where unalterably fixed by the Memorandum of
Association) and in particular any class may be given preferential or special
rights or may be excluded altogether or in part but in case any such division
shall be determined, any contributory who would be prejudiced hereby shall
have right to dissent and ancillary rights as if such determination were a
special resolution passed in accordance with the relevant provisions of the
Act.

(3) In case any Shares to be divided as aforesaid involve a liability to calls or


otherwise any person entitled under such division to any of the said Shares
may within ten (10) days after the passing of the special resolution, by
notice in writing, intimate to the liquidator to sell his proportion and pay
him the net proceeds and the liquidator shall, if practicable, act accordingly.

653
218. A special resolution sanctioning a sale to any other Company duly passed under Right of
the relevant provisions of the Act may, subject to the provisions of the Act, in shareholders in
like manner as aforesaid determined that any Shares or other consideration case of the sale.
receivable by the liquidator be distributed amongst the Members otherwise than
in accordance with their existing rights and any such determination shall be
binding upon all the Members subject to the rights of dissent and consequential
rights conferred by the said sanction.

SECRECY CLAUSE

219. (1) Every director, manager, auditor, trustee, Member of a committee, officer, Secrecy Clause.
servant, agent, accountant or other person employed in the business of the
Company, shall if so required by the Board of Directors, before entering
upon his duties, sign a declaration pledging himself to observe strict secrecy
respecting all transaction and affairs of the Company with the customers
and the state of the accounts with individuals and in realization thereto and
shall by such declaration pledge himself not to reveal any of the matters
which may come to his knowledge in the discharge of his duties except
when required so to do by the Board of Directors or by law or by the person
to whom such matters relate and except so far as may be necessary in order
to comply with any of the provisions in these presents contained.

(2) No Member shall be entitled to visit or inspect the Company’s works


without the permission of the Board of Directors or the Managing Director
or to require discovery of any information respecting any detail of the
Company’s trading or any matter which is or may be in the nature of a trade
secret, mystery of trade, or secret process, which may relate to the conduct
of the business of the Company and which in the opinion of the Director or
the Managing Director it will be inexpedient in the interest of the Members
of the Company to communicate to the public.

INDEMNITY AND RESPONSIBILITY

220. Every officer, Director and key managerial personnel of the Company shall be Directors and
indemnified out of the assets of the Company against any liability incurred by other right to
him in defending any proceedings, whether civil or criminal, in which judgment indemnity.
is given in his favour or in which he is acquitted or in which relief is granted to
him by the court or the Tribunal.

221. Subject to the provisions of the Act, no Director, Managing Director or other Directors and
officer of the Company shall be liable for the acts, omissions, neglects or others not
defaults of any other Director or officer or for joining in any omission or other responsible for
act for conformity or for any loss or expenses suffered by the Company through acts of others.
insufficiency or deficiency of title to any property acquired by order of the
Board of Directors for or on behalf of the Company or for the insufficiency or
deficiency of any security in or upon which any of the monies of the Company
shall be invested or for any loss or damage arising from the bankrupt,
insolvency, or tortious act of any person, company or corporation, with whom
any moneys, securities or effects’ shall be entrusted or deposited or for any loss
occasioned by any error of judgment or oversight on his part or for any other
loss or damages, or misfortune whatever which shall happen in the execution of
the duties of his office or in relation thereto, unless the same happens through
his own dishonesty.

222. The Company shall have among its objective the promotion and growth of the Social objects.
national economy through increased productivity, effective utilization of
material and manpower resources and continued application of modern
scientific and managerial techniques in keeping with the national aspirations,
and the Company shall be mindful of its social and moral responsibilities to the
customers, employees, shareholders, society and the local community.

654
223. Whenever in the Act, it has been provided that the Company shall have any right General Power.
privileges or authority or that the Company could carry out any transaction only
if the Company is authorized by its articles, then and in that case this Article
thereto authorizes and empowers the Company to have such rights, privilege or
authority and to carry such transactions as have been permitted by the Act,
without there being any specific regulation in that behalf herein provided.

CORPORATE SOCIAL RESPONSIBILITY

224. (1) The Company under the requisite provisions of the Act, shall undertake Corporate
such social activities as may be required, and for that purpose, shall Social
constitute a Corporate Social Responsibility Committee of the Board Responsibility.
consisting of three (3) or more Directors, out of which at least one (1)
Director shall be an Independent Director.

(2) The Corporate Social Responsibility Committee shall,—

(a) formulate and recommend to the Board, a Corporate Social


Responsibility Policy which shall indicate the activities to be
undertaken by the Company as may be specified in the Act;

(b) recommend the amount of expenditure to be incurred on the activities


referred to in Article 224 (2) (a); and

(c) monitor the Corporate Social Responsibility Policy of the Company


from time to time.

(3) The Board of Directors of shall,—

(a) after taking into account the recommendations made by the Corporate
Social Responsibility Committee, approve the Corporate Social
Responsibility Policy for the Company and disclose contents of such
Corporate Social Responsibility Policy in its report and also place it on
the Company's website, if any, in such manner as may be prescribed
under the Act; and

(b) ensure that the activities as are included in Corporate Social


Responsibility Policy of the Company are undertaken by the company.

(4) The Board shall ensure that the company spends, in every financial year, at
least two per cent (2%) of the average net profits of the company made
during the three (3) immediately preceding financial years, in pursuance of
its Corporate Social Responsibility Policy.

(5) The Company shall give preference to the local area and areas around it
where it operates, for spending the amount earmarked for Corporate Social
Responsibility activities.

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SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and subsisting contracts (not being contracts entered into in the ordinary
course of business carried on by our Company and including contracts entered into until the date of this Red
Herring Prospectus), which have been entered or are to be entered into by our Company which are, or may be,
deemed material, have been attached to the copy of this Red Herring Prospectus filed with the RoC and will be
attached to the copy of the Prospectus, which will be delivered to the RoC for filing. Copies of the abovementioned
documents (including this Red Herring Prospectus) and contracts, and also the documents for inspection referred
to hereunder, may be inspected at the Registered Office between 10:00 a.m. and 5:00 p.m. on all Working Days
from date of filing of this Red Herring Prospectus until the Bid/ Offer Closing Date and will be available on the
website of our Company at http://www.tennecoindia.com/investor-information/.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any
time, if so required, in the interest of our Company, or if required by the other parties, without reference to the
Shareholders, subject to compliance with the provisions of the Companies Act and other applicable law.

A. Material Contracts for the Offer

1. Offer Agreement dated June 30, 2025 among our Company, the Promoter Selling Shareholder and the
BRLMs.
2. Registrar Agreement dated June 30, 2025 among our Company, the Promoter Selling Shareholder and the
Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated October 30, 2025 by and among our Company, the
Promoter Selling Shareholder, the Registrar to the Offer, the BRLMs, the Syndicate Members, the Escrow
Collection Bank, Sponsor Banks, Public Offer Bank and the Refund Bank.
4. Share Escrow Agreement dated October 30, 2025 among our Company, the Promoter Selling Shareholder
and the Share Escrow Agent.
5. Syndicate Agreement dated October 30, 2025 among our Company, the Promoter Selling Shareholder, the
BRLMs and the Syndicate Member.
6. Underwriting Agreement dated [●] among our Company, the Promoter Selling Shareholder and the
Underwriters.
B. Material Documents

1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time to
time.
2. Certificate of incorporation dated December 21, 2018 issued by the Central Registration Centre on behalf of
the RoC.
3. Certificate of incorporation consequent upon conversion to public company dated May 16, 2025 issued by the
Central Registration Centre on behalf of the RoC pursuant to conversion of our Company into a public
company and consequential change in our name from ‘Tenneco Clean Air India Private Limited’ to ‘Tenneco
Clean Air India Limited’.
4. Resolution of the Board dated June 27, 2025 read with resolution dated October 26, 2025 authorizing the Offer
and other related matters.
5. Resolution of our Board dated June 30, 2025 approving the Draft Red Herring Prospectus.
6. Resolution of our Board dated November 5, 2025, approving this Red Herring Prospectus for filing with the
RoC.

7. Resolution of our Board dated June 30, 2025 read with resolution dated October 29, 2025, taking on record
the consent and authorization of the Promoter Selling Shareholder for the transfer of the Offered Shares
pursuant to the Offer for Sale.

656
8. Resolution dated June 16, 2025 read with resolution dated October 25, 2025 passed by the board of directors
of the Promoter Selling Shareholder for participation in the Offer for Sale.

9. Consent letter dated October 27, 2025 from the Promoter Selling Shareholder consenting to and authorizing
the transfer of the Offered Shares pursuant to the Offer for Sale.

10. Resolution of our Audit Committee dated November 5, 2025 approving the KPIs.

11. Copies of the annual reports of our Company for the Fiscals 2025, 2024 and 2023.

12. The examination report dated October 16, 2025 of the Statutory Auditor, on our Restated Consolidated
Financial Information, included in this Red Herring Prospectus.

13. Report dated October 16, 2025 on Statement of Possible Special Tax Benefits of our Company and our
Shareholders issued by the Statutory Auditor.

14. Report dated October 16, 2025 on the Statement of Possible Special Tax Benefits available to our Material
Subsidiary, Tenneco Automotive India Private Limited, issued by Walker Chandiok & Co LLP, Chartered
Accountants.

15. Written consent of the Directors, Company Secretary and Compliance Officer, the BRLMs, the Syndicate
Members, legal counsel to our Company as to Indian law, international legal counsel to the Company, Registrar
to the Offer, Independent Chartered Accountant, Escrow Collection Bank, Public Offer Bank, Refund Bank,
Sponsor Banks, Bankers to our Company, as referred to in their specific capacities.

16. Consent dated November 5, 2025 from Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory
Auditor, holding a valid peer review certificate from ICAI, to include their name as required under section 26
(5) of the Companies Act read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an “expert”
as defined under Section 2(38) of the Companies Act to the extent and in their capacity as Statutory Auditors,
and in respect of their (i) examination report, dated October 16, 2025 on our Restated Consolidated Financial
Information; and (ii) their report dated October 16, 2025 on the Statement of Possible Special Tax Benefits of
our Company and our Shareholders, included in this Red Herring Prospectus and such consent has not been
withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not be construed
to mean an “expert” as defined under the U.S. Securities Act.

17. Consent dated November 5, 2025 from Walker Chandiok & Co LLP, Chartered Accountants, to include their
name as required under the SEBI ICDR Regulations in this Red Herring Prospectus, and as an “expert” as
defined under Section 2(38) of the Companies Act to the extent and in their capacity as statutory auditors of
our Material Subsidiary, Tenneco Automotive India Private Limited in respect to their report dated October
16, 2025, on the Statement of Possible Special Tax Benefits available to available to our Material Subsidiary,
Tenneco Automotive India Private Limited, as included in this Red Herring Prospectus and such consent has
not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not be
construed to mean an “expert” as defined under the U.S. Securities Act.

18. Consent dated November 5, 2025 from B.B. & Associates, Chartered Accountants (FRN No. 023670N), to
include their name as required under section 26(5) of the Companies Act read with the SEBI ICDR Regulations
in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act to the
extent and in their capacity as the Independent Chartered Accountant, in respect of their certificates in
connection with the Offer and details derived therefrom as included in this Red Herring Prospectus and such
consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert”
shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

19. Report dated November 5, 2025 from B.B. & Associates, Chartered Accountants (FRN No. 023670N),
certifying the KPIs of the Company.

20. The certificate dated November 5, 2025 from B.B. & Associates, Chartered Accountants (FRN No. 023670N),
certifying the basis for offer price.

21. The certificate dated November 5, 2025 from B.B. & Associates, Chartered Accountants (FRN No. 023670N),
certifying the weighted average price and cost of acquisition of Equity Shares by the Promoters, members of

657
the Promoter Group and the Promoter Selling Shareholder.

22. The certificate dated November 5, 2025 from B.B. & Associates, Chartered Accountants (FRN No. 023670N),
certifying the financial indebtedness of our Company and our Subsidiaries.

23. The certificate dated November 5, 2025 from B.B. & Associates, Chartered Accountants (FRN No. 023670N),
certifying the outstanding dues to creditors.

24. Consent dated November 5, 2025 from Kunal Kantilal Vikamsey and Naresh Kanji Wadhia of Kanti Karamsey
and Co. Advisors LLP (Chartered Engineer Registration Numbers: F-1307017 and M 115754/4, respectively),
to include their name as an “expert” as defined under section 2(38) and 26(5) of the Companies Act to the
extent and in their capacity as the independent chartered engineers and in respect of the certificate issued by
them and details derived therefrom as included in this Red Herring Prospectus and such consent has not been
withdrawn as on the date of this Red Herring Prospectus.

25. Share swap agreement dated March 25, 2025 executed by and between Tenneco Automotive India Private
Limited, Tenneco Mauritius Holdings Limited, Tenneco (Mauritius) Limited and our Company.

26. Valuation report from an independent registered valuer, dated March 19, 2025, obtained for the purpose of
share swap agreement dated March 25, 2025 executed by and between Tenneco Automotive India Private
Limited, Tenneco Mauritius Holdings Limited, Tenneco (Mauritius) Limited and our Company.

27. Share swap agreement dated March 25, 2025 executed by and between Federal-Mogul Bearings India Limited,
Federal-Mogul Investments B.V., Tenneco LLC and our Company.

28. Valuation report from an independent registered valuer dated March 19, 2025, obtained for the purpose of
share swap agreement dated March 25, 2025 executed by and between Federal-Mogul Bearings India Limited,
Federal-Mogul Investments B.V., Tenneco LLC and our Company.

29. Share swap agreement dated March 25, 2025 executed by and between Federal-Mogul Ignition Products India
Limited, Federal-Mogul Pty Ltd and our Company.

30. Valuation report from independent registered valuer, dated March 19, 2025, obtained for the purpose of share
swap agreement dated March 25, 2025 executed by and between Federal-Mogul Ignition Products India
Limited, Federal-Mogul Pty Ltd and our Company.

31. Share swap agreement dated March 25, 2025 executed by and between Federal-Mogul Sealings India Limited,
Federal-Mogul Investments B.V. and our Company.

32. Valuation report from independent registered valuer, dated March 19, 2025, obtained for the purpose of share
swap agreement dated March 25, 2025 executed by and between Federal-Mogul Sealings India Limited,
Federal-Mogul Investments B.V. and our Company.

33. License agreement dated April 1, 2024, as amended by the amendment #1 to the license agreement dated June
17, 2025, executed between Tenneco Holdings LLC, Tenneco Automotive India Private Limited, Federal-
Mogul Sealings India Limited, Federal-Mogul Bearings India Limited, Federal-Mogul Ignition Products India
Limited, and our Company.

34. Master affiliate intangible property and network services agreement dated August 30, 2025 between Tenneco
Automotive Operating Company LLC, Federal-Mogul Powertrain LLC and Federal-Mogul Ignition LLC, our
Company and our Subsidiaries with retrospective effect from April 1, 2025.

35. Scheme of Arrangement for Demerger between our Company, Tenneco Automotive India Private Limited,
their respective shareholders and creditors.

36. Valuation report dated January 17, 2019, obtained in relation to the Scheme of Arrangement for Demerger.

37. Industry report titled “Industry assessment for Clean Air systems, Ignition systems, Bearings, Sealings,
Shock Absorbers & Struts and Aftermarket for Ignition, Bearings, Sealings and Shock Absorbers & Struts”
dated October, 2025 prepared by CRISIL and commissioned and paid for by our Company, available on our

658
Company’s website at https://tennecoindia.com/industry-report/.

38. Consent letter dated October 16, 2025 from CRISIL, for the industry report titled “Industry assessment for
Clean Air systems, Ignition systems, Bearings, Sealings, Shock Absorbers & Struts and Aftermarket for
Ignition, Bearings, Sealings and Shock Absorbers & Struts”.

39. Due diligence certificate dated June 30, 2025, addressed to SEBI from the BRLMs.

40. Board resolution dated May 5, 2025 and a special resolution of our Shareholders passed at their meeting dated
May 15, 2025 approving the remuneration payable to Arvind Chandrasekharan, Whole-time Director and
Chief Executive Officer.

41. In – principle approvals each dated August 26, 2025 issued by BSE and NSE.

42. Tripartite agreement dated May 29, 2025 between our Company, NSDL and the Registrar to the Company.

43. Tripartite agreement dated June 4, 2025 between our Company, CDSL and the Registrar to the Company.

44. Final observation letter issued by SEBI, bearing reference number SEBI/HO/CFD/RAC-
DIL3/P/OW/2025/25921/1 and dated October 3, 2025.

659
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure and
undertaking, made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA,
the SCRR, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I
further certify that all the disclosures and statements made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

___________________________________

Niranjan Kumar Gupta


Chairman and Independent Director

Place: Mumbai, India


Date: November 5, 2025

660
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure and
undertaking, made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA,
the SCRR, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I
further certify that all the disclosures and statements made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

___________________________________

Arvind Chandrasekharan
Whole-Time Director and Chief Executive Officer

Place: Bangalore, India


Date: November 5, 2025

661
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure and
undertaking, made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA,
the SCRR, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I
further certify that all the disclosures and statements made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

___________________________________

Manavendra Singh Sial


Non-Executive Director

Place: Northville, Michigan


Date: November 5, 2025

662
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure and
undertaking, made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA,
the SCRR, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I
further certify that all the disclosures and statements made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

___________________________________

Nathan Patrick Bowen


Non-Executive Director

Place: Novi, Michigan USA


Date: November 5, 2025

663
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure and
undertaking, made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA,
the SCRR, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I
further certify that all the disclosures and statements made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

___________________________________

Prakash Mahesh
Non-Executive Director

Place: Beijing, China


Date: November 5, 2025

664
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure and
undertaking, made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA,
the SCRR, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I
further certify that all the disclosures and statements made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

___________________________________

Utsav Baijal
Non-Executive Director

Place: Delhi, India


Date: November 5, 2025

665
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure and
undertaking, made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA,
the SCRR, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I
further certify that all the disclosures and statements made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

___________________________________

Gopika Pant
Independent Director

Place: New Delhi, India


Date: November 5, 2025

666
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure and
undertaking, made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA,
the SCRR, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I
further certify that all the disclosures and statements made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

___________________________________

Jaidit Singh Brar


Independent Director

Place: Gurgaon, India


Date: November 5, 2025

667
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure and
undertaking made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA,
the SCRR, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I
further certify that all the disclosures and statements made in this Red Herring Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

___________________________________

Mahender Chhabra
Chief Financial Officer

Place: Gurgaon, India


Date: November 5, 2025

668
DECLARATION

We, Tenneco Mauritius Holdings Limited, hereby confirm that all statements, disclosures and undertakings
specifically made by or confirmed by us in this Red Herring Prospectus about or in relation to ourselves as a
Promoter Selling Shareholder and our Offered Shares, are true and correct. We assume no responsibility for any
other statements, disclosures and undertakings including, any of the statements, disclosures or undertakings made
or confirmed by or relating to the Company or any other person(s) in this Red Herring Prospectus.

SIGNED FOR AND ON BEHALF OF TENNECO MAURITIUS HOLDINGS LIMITED

___________________________________

Authorised Signatory

Name: Nawsheen Khodabux Rohomon


Designation: Director

Place: Beau Bassin, Mauritius


Date: November 5, 2025

669

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