Tenneco Clean Air India Ltd Directors Report

Dear Members,

The Board of Directors (Board) have the pleasure in presenting the 8 th (eighth) Annual Report on the business and operations of Tenneco Clean Air India Limited (Company) together with the Audited Financial Statements of Accounts and the Auditors Report thereon for the financial year ended on March 31, 2026.

In compliance with the applicable provisions of the Companies Act, 2013, (the Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), this Board Report is prepared based on the standalone and consolidated financial statements of the Company for the year under review and also presents the key highlights of performance of subsidiaries and their contribution to the overall performance of the Company for the year under review.

This being the first report following the successful Initial Public Offer (IPO) of the Company and the listing of its equity shares on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) (BSE and NSE hereinafter collectively referred to as the Stock Exchanges), the Board of Directors take this opportunity to extend a warm welcome to all the shareholders. The Board expresses its sincere gratitude for the trust and confidence reposed by the shareholders in the Company and looks forward to continuing its commitment to transparent governance, regulatory compliance, and long-term value creation for all stakeholders.

FINANCIAL HIGHLIGHTS

The summary of the standalone and consolidated financial results of the Company for the year ended March 31, 2026, are as follows: (INR in Million)

	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	22,885.20	22,367.55	54,039.76	48,904.30
Other income	9,119.66	73.46	589.51	410.15
Total income	32,004.86	22,441.01	54,629.27	49,314.45
Total expenses	18,821.96	18,326.58	46,202.47	41,986.29
Profit before exceptional items and tax	13,182.90	4,114.43	8,426.80	7,328.16
Exceptional Items	(85.31)	-	(271.68)	-
Profit before tax (PBT)	13,097.59	4,114.43	8,155.12	7,328.16
Less: Total tax expense	1,069.20	1,053.61	2,111.53	1,796.73
Profit after tax (PAT)	12,028.39	3,060.82	6,043.59	5,531.43

Note: Corresponding figures for the previous year have been regrouped / recast wherever necessary to correspond to current year / year classification.

Standalone financial performance

The income from operations of the Company during the financial year ended March 31, 2026 on standalone basis was INR 22,885.20 Million as against INR 22,367.55 Million during the financial year ended March 31, 2025. The sales have increased mainly due to growth in production volumes across all major automotive segments and Original Equipment Manufacturer (OEMs) served by the Company.

During the year under review, the Company made a net profit after tax of INR 12,028.39 Million as against the net profit after tax of INR 3,060.82 Million during the financial year ended March 31, 2025.

Consolidated financial performance

During the year under review, on consolidated basis, the revenue from operations stood at INR 54,039.76 Million as against INR 48,904.30 Million in the previous year. The profit before tax stood at INR 8,155.12 Million as against INR 7,328.16 Million in the previous year. The profit after tax stood at INR 6,043.59 Million as against INR 5,531.43 Million in the previous year. The sales have increased mainly due to growth in production volumes across all major automotive segments and OEMs served by the Company and its subsidiaries. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, and its subsidiaries, as approved by their respective board of directors.

The Consolidated Financial Statements of the Company and its subsidiaries for the financial year 2025-26, have been prepared in compliance with the applicable provisions of the Act, Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (the Rules). Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1 as Annexure- A . Further, pursuant to the provisions of Section 136 and other applicable provisions of the Act, the Audited Financial Statements of the Company,alongwiththeseparateFinancialStatementsofeach of the Subsidiary Companies, is available on the Companys website at https://tennecoindia.com/investor-relations/.

BUSINESS OVERVIEW-STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

A comprehensive analysis of the state of affairs of the Company has been addressed within the Management Discussion and Analysis (MDA) section. The MDA for the relevant year, as mandated by Regulation 34(2)(e) of the Listing Regulations is availabe on page 62 of the Annual Report.

Further, during the year under review, there was no change in the nature of business of the Company.

OTHER FINANCIAL DISCLOSURES

Listing of Shares

Initial Public Offer (IPO)

During the year under review, the equity shares of the Company were successfully listed on BSE Limited and the National Stock Exchange of India Limited (collectively, the Stock Exchanges) on November 19, 2025, pursuant to an Initial Public Offering (IPO) of 90,680,100 equity shares of face value INR 10 each, aggregating to INR 36,000 Million. The IPO comprised entirely an Offer for Sale (OFS) by Tenneco Mauritius Holdings Limited, the Promoter Selling Shareholder.

The IPO witnessed an overwhelming response from investors across categories, including leading domestic and global institutional investors, non-resident Indians (NRIs), high net-worth individuals (HNIs), and retail investors. The issue was subscribed more than 61 times, reflecting strong investor confidence in the Companys business fundamentals, growth prospects and governance standards. The Companys equity shares were listed at a premium to the issue price on both the NSE and BSE, underscoring the positive market reception and trust reposed in the Company by the investing community.

The Board expresses its sincere gratitude to all shareholders for their confidence and support, and remains committed to delivering sustainable growth, operational excellence and long-term value creation.

The Board also places on record its appreciation for the invaluable support and contribution of the regulatory authorities, Book Running Lead Managers, Stock Exchanges, investors, Registrar and Transfer Agent, depositories, legal counsels, consultants, auditors, other intermediaries and the employees of the Company, whose collective efforts were instrumental in the successful completion of the IPO.

Other Significant Updates

As part of its transition to a listed entity, the Company was converted into a public limited company on May 16, 2025, in accordance with the provisions of the Act. Pursuant to such conversion, the Companys name was changed from Tenneco Clean Air India Private Limited to Tenneco Clean Air India Limited, and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Chennai, confirming the change in status and name of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments that have affected the financial position of the Company between the close of FY 2025-26 and the date of this report.

HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Tenneco Group entities continue to play a pivotal role in driving the overall revenue growth and performance of your Company. During the year under review, no new Subsidiary Company has been incorporated. The Company has the following four (4) subsidiaries and one (1) holding company:

The details of the holding and subsidiary companies as on March 31, 2026 are as follows: -

S. No. Name of the Company	Relationship with the Company (Holding/ Subsidiary/Associate)	Percentage of shareholding (in %)
1. Tenneco Mauritius Holdings Limited	Holding	60.22 %
2. Federal-Mogul Ignition Products India Limited	Subsidiary	100%
3. Federal-Mogul Sealings India Limited	Subsidiary	89.89%
4. Federal-Mogul Bearings India Limited	Subsidiary	99.37%
5. Tenneco Automotive India Private Limited	Subsidiary	100%

As on March 31, 2026, the Company had no associate company or joint venture, as defined under the provisions of the Act. Further, during the year under review, there was no addition or cessation of any subsidiary and the Companys subsidiary structure remained unchanged and there has been no material change in the nature of the business of the Companys subsidiaries.

Performance highlights of Subsidiaries, Joint Ventures, and Associates

S. No. Name of the entity	Relationship with the Company (Holding /Subsidiary /Associate)	Overview of entity	Annual financial performance of the entity
1. Tenneco Automotive India Private Limited	Material Subsidiary	Tenneco Automotive India Private Limited (\u2018TAIPL\u2019) offers 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. The Advanced Ride Technologies products are used in Passengers, Commercial, and Off highway Vehicles.	The Company has generated revenue from operations of INR 24,884.71 Million and Profit After Tax of INR 2439.77 Million
2. Federal-Mogul Ignition Products India Limited	Subsidiary	Federal-Mogul Ignition Products India Limited (\u2018FMIPL\u2019) manufactures advanced spark plugs for gasoline or natural gas engines to ignite fuel reliably, even under high combustion pressures and varying fuel compositions.	The Company has generated revenue from operations of INR 2,723.96 Million and Profit After Tax of INR 301.00 Million
3. Federal-Mogul Sealings India Limited	Subsidiary	Federal-Mogul Sealings India Limited (\u2018FMSIL\u2019) manufactures high-performance gaskets and seals, from cylinder-head gaskets to dynamic seals, its components ensure reliable sealing of engine and transmission parts\u2014protecting against oil and gas leaks under extreme temperatures. Built with high-alloy steel, advanced rubber, and cutting-edge polymers for lasting performance. In the manufacturing process, it utilizes high-end presses with precision dies and MLS gaskets laser welding.	The Company has generated revenue from operations of INR 1,207.73 Million and Profit After Tax of INR 66.77 Million
4. Federal-Mogul Bearings India Limited	Subsidiary	Federal-Mogul Bearings India Limited \u2018FMBIL\u2019 manufactures precision engine bearings designed to reduce friction for rotating components like crankshafts and camshafts, its modern bearings perform reliably even with low-viscosity oils and in high-demand stop/ start conditions. In the manufacturing process, it utilizes integrated manufacturing lines for bimetal bearings.	The Company has generated revenue from operations of INR 2,338.14 Million and Profit After Tax of INR 166.42 Million

A Report on the performance and financial position of each of the subsidiary and Joint Venture Companies included in the Consolidated Financial Statements and their contribution to the overall performance of the Company is provided in Form AOC-1 and Management Discussion and Analysis Report forming part of this annual report.

The Policy for determining material subsidiaries as approved by the Board is available on the Companys website https://tennecoindia.com/investor-relations/corporate-governance-policies/

DIVIDEND AND RESERVES Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the Board had formulated a Dividend Distribution Policy (the Policy). The Policy is available on the Companys website at: https://tennecoindia.com/investor-relations/corporate-governance-policies/

Declaration and Payment of Dividend

(a) Interim dividend of INR 1.28 per equity share, aggregating to INR 516.61 Million on April 24, 2025

(b) Interim dividend of INR 2.97 per equity share, aggregating to INR 1,200.00 Million on June 19, 2025

(c) Interim dividend of INR 8.67 per equity share, aggregating to INR 3,499.24 Million on July 28, 2025

(d) Interim dividend of INR 12.76 per equity share, aggregating to INR 5,150.00 Million on August 18, 2025

In view of the Companys growth strategy with respect to investments in capacity expansion, technology development, localisation initiatives and other business opportunities, the Board of Directors have considered it prudent not to recommend any final dividend for the financial year ended March 31, 2026. The decision is in line with the Companys Dividend Distribution Policy.

Record date

The Board of Directors have not recommended any final dividend for the financial year ended March 31, 2026. Accordingly, no record date has been fixed for the purpose of determining members entitlement to dividend.

Transfer to Reserves

During the financial year 2025-26, the Company transferred an amount of INR 12,009.84 Million to the reserves and surplus and the total reserves and surplus as on March 31, 2026 amounts to INR 56,344.64 Million, which includes securities premium of INR 52,842.66 Million.

SHARE CAPITAL OF THE COMPANY

As on March 31, 2026, the authorised share capital of the Company was INR 7,80,05,00,000 (Rupees Seven Hundred Eighty Crore and Five Lakh only) divided into 78,00,50,000 equity shares of face value INR 10 each. The issued, subscribed and paid-up share capital of the Company stood at INR 4,03,60,43,090 (Rupees Four Hundred Three Crore Sixty Lakh Forty-Three Thousand Ninety only) divided into 40,36,04,309 equity shares of face value INR 10 each.

During the year under review, the equity shares of the Company were listed on BSE Limited and the National Stock Exchange of India Limited on November 19, 2025, pursuant to the successful completion of its IPO. The IPO comprised entirely of an Offer for Sale by the Promoter Selling Shareholder and, accordingly, there was no change in the issued, subscribed and paid-up share capital of the Company pursuant to the IPO.

As on March 31, 2026, the entire issued share capital of the Company was held in dematerialised form. During the year under review, the Company did not issue any equity shares with differential voting rights, sweat equity shares or employee stock options.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the rules made thereunder during the year under review. Accordingly, there were no outstanding deposits, whether towards principal or interest, as on March 31, 2026.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

In compliance with the provisions of the Act and the applicable Listing Regulations the Company has extended financial assistance by way of loans, investments, guarantees and securities, as considered appropriate in the ordinary course of business and in alignment with its strategic objectives.

The particulars of the loans given, guarantees provided, securities extended and investments made by the Company pursuant of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are disclosed in the Standalone Financial Statements forming part of the Annual Report. Members are requested to refer to the Note no. 5 to the Standalone Financial Statements for further details.

RELATED PARTY TRANSACTIONS

The Company has in place a well-defined governance framework for identification and monitoring of related parties and related party transactions, in compliance with the provisions of the Act and Listing Regulations. All contracts, arrangements and transactions entered into by the Company with its related parties during the financial year were in the ordinary course of business and on an arms length basis.

During the year under review, the Company did not enter into any contract or arrangement with related parties which could be considered material in accordance with the Companys Policy on materiality of related party transactions. All related party transactions were considered and approved by the Audit Committee and/or Board of Directors in accordance with applicable provisions of law. Further, all related party transactions were reviewed by the Audit Committee on a periodic basis.

None of the contracts, arrangements or transactions with related parties required approval of the Members of the Company under Section 188(1) of the Act or Regulation 23(4) of the Listing Regulations. Accordingly, disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Act is not applicable for the financial year 2025-26.

The Policy on materiality of and dealing with related party transactions is available on the Companys website at https://tennecoindia.com/investor-relations/corporate-governance-policies/

Details of related party transactions in terms of Ind AS 24 have been disclosed in the notes to the standalone and consolidated financial statements forming part of this Annual Report.

BOARD OF DIRECTORS

As at March 31, 2026, the Board of Directors of the Company comprised of 8 (Eight) Directors. The Chairperson of the Board is a Non-Executive Independent Director. The composition of the Board is in compliance with the requirements of the Listing Regulations.

The Board consists of 3 (Three) Non-Executive Independent Directors, including 1 (One) Independent Woman Director, 4 (Four) Non-Executive Non-Independent Directors and 1 (One) Executive Director.

In terms of the Listing Regulations, the Board has identified core skills, expertise and competencies required in the context of the Companys business for effective functioning. The details of such skills and competencies are provided in the Corporate Governance Report forming part of this Annual Report.

In the opinion of the Board, all the Directors, including those appointed or re-appointed during the year under review, possess the requisite qualifications, experience and expertise and maintain high standards of integrity.

Chairperson

The Board of Directors, at its meeting held on May 5, 2025, appointed Mr. Niranjan Kumar Gupta (DIN: 07806792), Non-Executive Independent Director, as the Chairperson of the Board to preside over the meetings of the Board.

Appointment of Directors

During the year under review,

Mr. Arvind Chandrasekharan was appointed as the Whole Time Director and Chief Executive Officer (CEO) w.e.f. May 5, 2025, for a period upto January 31, 2028. His appointment was approved by the Members at the Extraordinary General Meeting held on May 15, 2025.

Mr. Niranjan Kumar Gupta, Ms. Gopika Pant and Mr. Jaidit Singh Brar were appointed as Non-Executive independent directors w.e.f. May 5, 2025, for a tenure of 3 years. Their appointment was approved by the Members at the Extraordinary General Meeting held on May 15, 2025.

Mr. Manavendra Singh Sial, Mr. Nathan Patrick Bowen, Mr. Prakash Mahesh and Mr. Utsav Baijal were appointed as Non-Executive Director w.e.f. May 15, 2025. Their appointment was approved by the Members at the Extraordinary General Meeting held on May 15, 2025.

On the recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Noah Falk as an Additional Director (Non-Executive Director) with effect from May 30, 2026, and has recommended his appointment as a Director liable to retire by rotation for Members approval at the ensuing AGM.

Cessation of Directors

During the year under review, Mr. Nadella Phani Kishor Rao, Mr. Digambar Jagannath Parkhi, Mr. Gangasagar Neminath Hemade and Mr. Rishi Verma, tendered their resignation and ceased to be Directors of the Company with effect from May 15, 2025. The Board placed on record their sincere appreciation for the contribution made by the Directors during their tenure.

Subsequent to the close of the financial year, Mr. Utsav Baijal resigned as Non-Executive Director with effect from May 30, 2026. The Board records its appreciation for his contributions during his tenure.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Nathan Patrick Bowen (DIN: 11095741), and Mr. Prakash Mahesh (DIN: 11095815), Non-Executive Non-Independent Directors, are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

The Board, based on the recommendation of the Nomination and Remuneration Committee, recommends their re-appointment at the ensuing Annual General Meeting. Details as required under Regulation 36(3) of the Listing Regulations have been provided in the Notice convening the Annual General Meeting.

The Independent Directors of the Company are not liable to retire by rotation.

Pecuniary relationships or transactions with the Company

During the year under review, the Non-Executive, Non-Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company, if any.

Meetings of the Board of Directors

Regular meetings of the Board were held to deliberate and decide on various business policies, strategies, financial matters, Initial Public Offering (IPO) of the Company and other key issues. A calendar of meetings was prepared and circulated in advance for all the Board Members to enable Directors to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board also passed certain resolutions by circulation as required from time to time.

The Board/ Committee meetings of the Company were conducted in compliance with the provisions of the Act, the Listing Regulations, and applicable Secretarial Standards. Information as mentioned in the Act, Schedule II of the Listing Regulations, and all other material information, identified by the management, was presented to the Board for its consideration. Detailed agendas, including supporting documents, relevant data, and other necessary information, were shared in advance to enable informed decision-making and provide strategic guidance to the management. Information regarding the Board and its committees, including the meetings conducted throughout the year and the attendance records of individual directors/ members, is provided in the Corporate Governance Report of the Company.

During the year under review, 18 (Eighteen) meetings of the Board of Directors were held and the gap between the meetings was as per the period prescribed under the Act and Listing Regulations. The details of meetings of Board and Committees and the attendance thereto and composition of Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board

As required under the Act and the Listing Regulations, the Board of the Company, has constituted various Statutory Committees. Additionally, the Board has formed other governance Committees to review the specific business operations and governance matters, including any specific items that the Board may decide to delegate. The Board has constituted 8 (eight) committees in order to comply with the statutory guidelines and for the purpose of operational feasibility so as to assist the Board in discharging its duties and responsibilities. The committees report to the Board on their activities on a periodic basis, and the minutes of the committee meetings are placed before the Board.

As on March 31, 2026, the Board has constituted the following mandatory Committees as required by the Act and the Listing Regulations:

1. Audit Committee

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholders Relationship Committee;

5. Risk Management Committee.

Further, the Company had also constituted IPO Committee, Independent Directors Committee and Committee of Directors (Authority and Oversight Committee) for the purposes of approving and undertaking various activities in relation to the Initial Public Offer and listing of Equity Shares on the Stock Exchanges. The structure of the Board Committees and their terms of reference are mentioned in the Corporate Governance Report which forms part of this Annual Report.

Details of composition, terms of reference, and number of meetings held in financial year 2025-26 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the Audit Committee and other Committees have been accepted by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2026, the following are the Key Managerial Personnel (KMPs) of the Company as per Sections 2(51) and 203 of the Act:

a) Mr. Arvind Chandrasekharan, Whole Time Director & CEO, b) Mr. Mahender Chhabra, Chief Financial Officer, and c) Ms. Roopali Singh, Company Secretary & Compliance Officer.

Changes In Key Managerial Personnel (KMP)

During the year under review, the following changes took place in Key Managerial Personnel:

Mr. Arvind Chandrasekharan was appointed as a Whole Time Director & CEO of the Company w.e.f. May 5, 2025.

Ms. Priya Dekate resigned as the Company Secretary of the Company w.e.f. May 5, 2025.

Mr. Mahender Chhabra was appointed as the Chief Financial Officer of the Company w.e.f. June 5, 2025.

Ms. Garima Sharma was appointed as the Company Secretary of the Company w.e.f. May 5, 2025, and resigned from the position w.e.f. July 31, 2025.

Ms. Roopali Singh was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. August 1, 2025.

SENIOR MANAGEMENT PERSONNEL (SMP)

As on March 31, 2026, the following are the Senior Management Personnel (SMPs) of the Company as per Regulation 16(1)(d) the Listing Regulations:

a) Mr. Mahender Chhabra, Chief Financial Officer;

b) Ms. Roopali Singh, Company Secretary & Compliance Officer;

c) Mr. Rishi Verma, President - India;

d) Mr. RC Subramaniam, Managing Director - Tenneco Automotive India Pvt Ltd;

e) Mr. Bapu Shivaji Kumbhar, Director - Clean Air Engineering;

f) Mr. Sankar Babu Sampangiappa, Director - Engineering, Tenneco Automotive India Pvt Ltd; and

Note: Mr. Aditya Kohli, Chief Human Resources Officer (Appointed with effect from April 1, 2026).

ANNUAL GENERAL MEETING

All the members of the Board of Directors except Mr. Manavendra Singh Sial, Mr. Nathan Patrick Bowen, Mr. Utsav Baijal and Mr. Prakash Mahesh attended the 7 th Annual General Meeting (AGM) of the Company held on Saturday, September 27, 2025, through Video Conferencing (VC)/ Other Audio Visual Means (OAVM).

BOARD GOVERNANCE

Nomination and Remuneration Policy

In accordance with the provisions of Section 178 of the Act and the Listing Regulations, the Company has established a Nomination and Remuneration Policy. This policy provides a comprehensive framework for the appointment, performance evaluation, and remuneration of Directors, Key Managerial Personnel (KMP), and other employees and the objective of this policy is to attract, retain, and motivate qualified individuals through a fair and competitive remuneration structure while aligning their goals with the long-term interests of the Company and its stakeholders.

The remuneration policy for directors, key managerial personnel and other employees is also available on the Companys website at: https://tennecoindia.com/investor-relations/corporate-governance-policies/.

Selection and procedure for Nomination and Appointment of directors

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of the Company and persons in the Senior Management. The Policy also lays down broad guidelines for performance evaluation of the Board as a whole and its committees, individual Directors, including the Chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promotes diversity. The Policy is designed to attract, recruit, retain, and motivate the best available talent.

In accordance with Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for determining the qualifications, positive attributes and independence of Directors, which, inter alia, seek to ensure an appropriate balance of diversity in thought, experience, knowledge, age and gender on the Board, together with the requisite functional and industry expertise, and require Directors to uphold the highest standards of integrity, ethical conduct, independent judgement and professional competence while discharging their duties in compliance with the applicable Code of Conduct.

Independent Directors

Pursuant to Section 149(7) of the Act and applicable provisions of the Listing Regulations, the Company has received declarations from all Independent Directors confirming that they satisfy the prescribed criteria of independence and that no circumstances exist which may impair their ability to discharge their duties with objective and independent judgement. The Independent Directors have further confirmed their compliance with the applicable Code of Conduct, their registration with the databank maintained by the Indian Institute of Corporate Affairs (IICA), and that they are not debarred from holding the office of director pursuant to any order of SEBI or any other authority. The Board has taken note of the aforesaid declarations and confirmations and is of the opinion that the Independent Directors possess the requisite integrity, expertise and experience and are independent of the Management.

The Company has also obtained a certificate from M/s. Corporate Professionals Advisors and Advocates, validating the Independence of Independent Directors of the Company in accordance with Section 149(6) of the Act and the Listing Regulations.

The brief profile of the Independent Directors is available on the website of the Company at https://tennecoindia.com/ about-us/board-of-directors/

Separate meeting of Independent Directors

A separate meeting of Independent Directors for the financial year 2025-26 as per Schedule IV under Section 149(8) of the Act and Regulation 25(3) of the Listing Regulations was held on March 24, 2026, without the participation of the Non-Independent Directors and management members.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional & industry experience, cultural & geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy, as a part of NRC Policy which sets out the approach to the diversity of the Board of Directors. The aforesaid policy is also available on the Companys website at: https://tennecoindia. com/investor-relations/corporate-governance-policies/.

Performance Evaluation of the Board

The Board of Directors carried out an annual evaluation of its own performance, Board Committees and individual Directors, in accordance with the Act, Listing Regulations and governance guidelines.

The Company has implemented a structured and confidential evaluation process to assess the effectiveness of the Board, its Committees, and each Director, including the Chairperson. Directors provided feedback through a rating mechanism based on defined performance parameters.

The overall performance assessment was completed to the satisfaction of the Board, and the outcome of the evaluation was presented and discussed at the Board Meeting.

Based on the outcomes of the Board evaluation, the areas identified for further enhancement included a greater focus on business strategy and growth initiatives, strengthening review mechanism of the risk management framework, improving performance oversight through industry benchmarking, and enhancing the effectiveness of director induction and ongoing training programmes.

Familiarisation programmes for Board

To facilitate effective participation in Board discussions, the Board members were provided with necessary information, documents, and presentations to help them familiarise themselves with the Companys processes, policies, and practices.

Periodic presentations were made during Board Meetings to apprise the Directors of the Companys business performance, strategic initiatives, industry developments, and regulatory updates.

Further, in compliance with the requirements of Section 149 read with Schedule IV of the Act, and Regulation 25(7) of the Listing Regulations, the Company has in place a structured Familiarization Programme for Independent Directors. The objective of the programme is to enable the Independent

Directors to understand the Companys business in depth and to update their knowledge on a continual basis. The Familiarisation Programme is conducted through various initiatives, including presentations by senior management and sharing of industry and regulatory updates.

The complete details of the familiarization programmes held for the Independent Directors are also placed on the website of the Company at https://tennecoindia.com/investor-relations/corporate-governance-policies/.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY THEREOF

The Board has laid down comprehensive policies and procedures to ensure the orderly and efficient conduct of the Companys business. These frameworks are designed to ensure adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information and disclosures.

The Companys internal financial control systems commensurate with the nature, size and complexity of its operations and are considered adequate. These controls are routinely reviewed, evaluated and strengthened to enhance operational effectiveness and compliance.

To further strengthen the internal control framework, the Company has in place an effective internal audit mechanism. The internal audit function is carried out by an external independent firm of chartered accountants. The Internal Auditors regularly review operational and financial controls, assess compliance with established policies and procedures, and evaluate the adequacy and effectiveness of internal controls. Key observations and recommendations arising from such audits are periodically reviewed by the Audit Committee to ensure timely corrective actions.

The Statutory Auditors have audited the financial statements for the financial year ended March 31, 2026, and have also issued an attestation report on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting in accordance with Section 143 of the Act.

ENTERPRISE RISK MANAGEMENT FRAMEWORK

The Company has a well-defined Enterprise Risk Management Framework that is integral to its strategic planning and achievement of long-term objectives. The framework is designed to identify, assess, and mitigate risks that may impact the Companys performance and business continuity. In compliance with Section 134(3)(n) of the Act, the Board of Directors have constituted a Risk Management Committee, which is entrusted with the responsibility of formulating, implementing, and monitoring the Risk Management Policy and Framework. The Committee plays a vital role in overseeing the risk management process, which includes risk identification, impact assessment, formulation and execution of mitigation plans, and regular risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Company also has in place a duly approved Risk Management Policy.

The Company places strong emphasis on identifying and addressing risks that threaten the achievement of business objectives. A structured mechanism is in place for periodic risk assessment, which enables the identification, evaluation, and proactive mitigation of potential risks in a timely manner.

CORPORATE SOCIAL RESPONSIBILITY

Tennecos dedication to Corporate Social Responsibility (CSR) has remained steadfast since its inception. The Companys purpose, The Tenneco Way, serves as a guiding light. Our social investment programs focus on thematic areas inspired by National Goals and the United Nations Sustainable Development Goals (SDGs). We believe that these focus areas enable us to create meaningful value and drive significant, sustainable impact. Tenneco CSR has shown significant progress in the core thrust areas of skill development of youth, athlete & para-athlete support, primary healthcare and environment sustainability.

With this ethos, your Company remains committed to serving society through various social initiatives/programmes aimed at creating a positive social impact. We remain committed to maximizing the positive impact of our activities while ensuring inclusive benefits for all stakeholders. Over the period of time, it has strategically engaged in numerous social initiatives and started several community-centric projects. These CSR initiatives are implemented through strategic implementation partners as well as direct Implementation programs by the Company.

In compliance with Section 135 of the Act, the Company has formed a CSR Committee. Details regarding the composition of the CSR Committee are outlined in the CSR Annual Report and Corporate Governance Report, both forming the part of this Report.

The Companys CSR policy provides comprehensive guidelines for conducting CSR activities, which are accessible on the Companys website at https://tennecoindia.com/ investor-relations/corporate-governance-policies/. A Report on CSR containing particulars as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in Annexure-B attached to this Report.

The CSR Policy is uploaded on the Companys website and can be assessed at https://tennecoindia.com/investor-relations/corporate-governance-policies/.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of Listing Regulations, Business Responsibility and Sustainability Report (BRSR) covering disclosures on Companys performance on ESG (Environment, Social and Governance) parameters for FY 2025-26, forms an integral part of the Integrated Annual Report. BRSR includes details on performance against the 9 (nine) principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators and is annexed as Annexure-C and forms a part of this report.

CORPORATE GOVERNANCE

Tennecos Corporate Governance philosophy is rooted in strong business ethics, fairness, and trust in all its stakeholder interactions.

The Company conducts its business with fairness and transparency, recognizing the importance of earning and maintainingthetrustofitsstakeholders.CorporateGovernance is regarded as fundamental to nurturing a forward-thinking organization capable of delivering sustainable growth. In its engagements with external stakeholders, the Company prioritizes transparency, ensuring the timely sharing of information. Leadership sets the tone through their actions, ensuring the organization remains aligned with its culture and values in both principle and practice.

The Company has complied with the Corporate Governance requirements as specified in the Listing Regulations and the Act, a report on the same as stipulated in Regulation 34 read with Schedule V of the Listing Regulations is enclosed as Annexure-D to the Boards Report.

The Certificate issued by M/s. RPA and Partners, Practicing Company Secretaries, confirming the Compliance with conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-E to the Boards Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Your Company has adopted a Code of Conduct (PIT Code) to regulate, monitor and report trading in your Companys shares by your Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, which consist of the following:

a. Code of Internal Procedures and Conduct for Prohibition of Insider Trading in securities of the Company;

b. Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information;

The management undertakes various measures, inter-alia, trainings, regular communications to create awareness on Prevention of Insider Trading as per Code of Conduct for Prohibition of Insider Trading of the Company and the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code of Conduct for Prohibition of Insider Trading and the Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information are formulated based on the principle that the Companys directors and employees have a fiduciary duty, among other obligations, to prioritize the interests of shareholders over their own. This includes conducting personal securities transactions in a manner that avoids conflicts of interest. These codes establish mechanisms to ensure timely and comprehensive disclosure of Unpublished Price Sensitive Information (UPSI) to the investor community, enabling them to make well-informed investment decisions regarding the Companys securities.

The Code of Conduct for Prohibition of Insider Trading prescribes the procedure for trading in securities of the Company and the disclosures to be made by the persons covered under the Insider Trading Policy with respect to their shareholding in the Company, both direct and indirect. The Code of Conduct for prohibition of Insider Trading and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information is available on the Companys website at https://tennecoindia.com/investor-relations/ corporate-governance-policies/

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

The Company is firmly committed to maintaining a safe, inclusive, and respectful workplace for all employees. In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICC), to consider and resolve the complaints related to sexual harassment, reinforcing our zero-tolerance approach towards any form of harassment.

All employees (permanent, contractual, temporary, trainees, etc.) and visitors are covered under the said Policy. The ICC includes external members with relevant experience. The ICC works extensively on creating awareness on relevance of sexual harassment issues. The employees are required to undergo a training to sensitize themselves and strengthen their awareness of the Policy.

During the financial year under review:

1. Number of sexual harassment complaints received during the year- Nil

2. Number of complaints disposed of during the year - N.A.

3. Number of cases pending for more than 90 days - N.A. Your Company has filed the POSH annual return within the prescribed timeline, ensuring full regulatory compliance and remains committed to creating a workplace where dignity, equality, and safety are non-negotiable. Through continuous education, visible support structures, and a strong reporting framework, we strive to uphold the values of respect and trust across the organization.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of the Act, the rules made thereunder, and the applicable Listing Regulations, the Company has implemented a robust Vigil Mechanism / Whistle Blower Policy. The Audit Committee of the Company has been entrusted with the responsibility of overseeing the effective implementation of this mechanism and no personnel has been denied access to the Audit Committee.

The policy provides a secure and confidential platform for Directors, Employees, and all stakeholders to report concerns about unethical behavior, actual or suspected fraud, violations of the Companys Code of Conduct, improper practices, or any alleged misconduct. The Company hosts various training sessions and certification courses during the year for its employees to sensitize them on the availability and accessibility of the mechanism.

The policy outlines a clear and structured procedure for reporting and addressing such concerns while ensuring protection against any form of retaliation. It reflects the Companys commitment to maintaining the highest standards of ethical conduct and transparency. The detailed Whistle Blower Policy is available on the Companys official website at: https://tennecoindia.com/investor-relations/ corporate-governance-policies/

AUDITORS & AUDITORS REPORT

Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Act, the members of the Company, at the Annual General Meeting held on September 29, 2023, approved the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W100018) as the Statutory Auditors of the Company. They shall hold office until the conclusion of the Annual General Meeting to be held in the year 2028.

Explanations or Comments on Auditors Qualification/ Reservation/ Adverse Remarks/ Disclaimer

The Board has carefully reviewed the Statutory Auditors report on the financial statements for the year under review and note that the report is self-explanatory. The Statutory Auditors have not made any reservations, qualifications, adverse remarks, or disclaimers in their report. Accordingly, no further explanation is required.

The Auditors Report for the financial year 2025-26 including report on Internal Financial Controls, are self-explanatory and do not carry any observation/qualification/ adverse remarks etc. or infirmity in the Companys affairs.

The Company has complied with downstream investments regulations as per the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.

During the year under review, the Statutory Auditors did not report any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act. Accordingly, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder, the Board appointed M/s RPA and Partners, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for the financial year ended March 31, 2026. The Secretarial Audit Report for the year under review is provided as Annexure-F of this report. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s RPA & Associates, Practicing Company Secretaries, a peer reviewed firm of Company Secretaries in Practice as

Secretarial Auditors of the Company for a period of three (3) years, i.e., from the financial year 2026-27 till financial year 2028-29, subject to approval of the Shareholders of the Company at the ensuing AGM.

Internal Auditors

The Board on the recommendation of Audit Committee, approved the appointment of M/s. KPMG Assurance and Consulting Services LLP, Chartered Accountants, (Registration No. AAT-0367) as the internal auditors of the Company. The reports submitted by the Internal Auditor have been reviewed by the Audit Committee from time to time.

Cost Auditors

The Company does not fall in the criteria specified for maintenance of Cost Records under Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. Accordingly, the cost audit is not applicable to the Company.

HUMAN RESOURCE DEVELOPMENT

Employees are the cornerstone of the Companys success and a driving force behind its continued excellence in the automobile industry. As a strategic business enabler, the Companys Human Resources (HR) function is closely aligned with its vision to emerge as a global leader in the integrated automobile space.

Our HR vision is to build and nurture world-class human capital by continuously innovating and implementing best-in-class HR practices. These practices are designed to support business leaders and foster a workforce that is engaged, empowered, and motivated.

As of March 31, 2026, the Company has employed 614 employees and workers on its rolls. The Company empowers these dedicated individuals through its HR strategies, which prioritize workforce planning, talent acquisition, performance management, learning and development, career advancement, succession planning, leadership development, and the enhancement of employee experience and engagement. This is achieved through quality employee facilities, welfare benefits, and a conducive work environment.

Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-G .

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said information is available for inspection by the members at the Corporate Office and Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Interested member may write to the Company Secretary of the Company.

Safety, Health and Environment Protection

The Company is committed to protecting the environment and safety of its employees and those associated with it.

We strive to sustain a pollution free environment by eliminating waste, optimum utilization of power and preventive maintenance of equipment and machines to keep them in good condition. The safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improving this performance year on year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure-H and forms a part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134(3)(c) of the Act, your Directors state that: (a) in the preparation of the accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures if any; (b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2025-26 and of the profit of the Company for the year under review; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the accounts for the financial year ended March 31, 2026 on a going concern basis; (e) the Directors had laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India, namely SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings, to the extent applicable during the year under review.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, read with the rules made thereunder, the annual return as on 31 st March, 2026 prepared in accordance with Section 92(3) of the Act, will be made available on the website of your Company at https://tennecoindia.com/investor-relations/.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no corporate insolvency resolution process initiated by or against the Company Under the Insolvency and Bankruptcy Code, 2016 (IBC). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

LISTING ON STOCK EXCHANGE

The Companys shares are listed on BSE Limited and the National Stock Exchange of India Limited.

OTHER DISCLOSURES

During the year under review:

1. The Whole Time Director & CEO of the Company has not received any remuneration or commission from the holding company or any of the subsidiary companies.

2. The Company has complied with the material provisions of the Maternity Benefits Act, 1961.

3. During the financial year ended on March 31, 2026, no securities of the Company were suspended from trading;

ACKNOWLEDGEMENT

The Board of Directors expresses its sincere appreciation for the continued support and cooperation extended by the Companys stakeholders, including its bankers, customers, dealers, vendors, promoters, shareholders, government authorities, and all other business associates during the year under review. Their trust and collaboration have been instrumental in enabling the Company to navigate challenges and pursue its strategic objectives.

The Board also places on record its deep gratitude to all employees of the Company for their unwavering commitment, dedication, and tireless efforts. Their professionalism and perseverance have played a pivotal role in sustaining the Companys growth and operational excellence.

For and on behalf of Board of Directors
Tenneco Clean Air India Limited
(formerly known as Tenneco Clean Air India Private Limited)

Arvind Chandrasekharan	Manavendra Singh Sial
Whole Time Director & CEO	Director
DIN: 08721916	DIN: 11095791

Date: May 30, 2026	Date: May 30, 2026
Place: Bengaluru	Place: California, USA