Tenneco Clean Air India Ltd Directors Report

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 Draft 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 Draft Red Herring Prospectus:

S. No. Name, DIN, designation, address, occupation, date of birth, period of directorship and current term	Age (in years)	Other directorships
1. Niranjan Kumar Gupta	54	Nil
DIN: 07806792
Designation: Chairman and Independent Director
Address: Flat no. 703, Tower B, Bestech Park
View SPA, Sector-47, South City-II, Gurgaon
122 018, Haryana, India
Occupation: Service
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 sinceMay 5,
2025
Date of birth: January 4, 1970
3. Manavendra Singh Sial	48	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
Period of directorship: Director since May 15, 2025
Date of birth: July 26, 1976
4. Nathan Patrick Bowen	55	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	64	Indian companies:
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
Occupation: Service		Foreign companies:
		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 bachelors 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. Most recently, he was the chief executive officer of Hero MotoCorp Limited and previously he was associated with Vedanta Limited and Hindustan Unilever 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 bachelors degree of engineering (chemical plant engineering) from the University of Bombay, Mumbai, Maharashtra and a masters 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.

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 bachelors 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 masters 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 Draft 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 bachelors degree of engineering (electrical and electronics engineering) from PSG College of Technology, Coimbatore, Tamil Nadu in 1994 and a masters degree of science from Drexel University, Philadelphia, USA in 1996. He also holds a masters 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 Draft 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 bachelors degree of science in business administration from the Central Michigan University, Michigan, USA and a masters 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 bachelors 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 bachelors degree in law from the University of Delhi, New Delhi and a masters 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

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 years 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 Companys 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.

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 Draft 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 Draft 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 298 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 Draft 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 Draft 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 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 Draft 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:

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 Companys 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 auditors 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 auditors report thereon before submission to the Board for approval, with particular reference to:

- matters required to be included in the directors responsibility statement to be included in the Boards 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 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:

(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.

(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 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

(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.

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 297, the details of our Key Managerial Personnel as of the date of this Draft 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 bachelors 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.

Garima Sharma is the Company Secretary and Compliance Officer of our Company. She is responsible for secretarial functions in our Company and ensuring compliance with the Companies Act. She has been associated with the Tenneco Group since 2022. She holds a bachelors degree of business administration (banking and insurance) and a bachelor of laws degree from Chaudhary Charan Singh University, Meerut, Uttar Pradesh. She also holds a post-graduate diploma in business administration from the Symbiosis Centre for Distance Learning. She has also passed the professional programme examination held by the Institute of Company Secretaries of India. She has been previously associated with Corporate Professionals (Advisors and Advocates), and RMG & Associates. 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 Garima Sharma, our Company Secretary and Compliance Officer, whose details are provided in "- Key Managerial Personnel" on page 309 above, the details of other members of our Senior Management in terms of SEBI ICDR Regulations, as on the date of this Draft 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 bachelors 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 bachelors degree of science (chemistry honors) from Vinoba Bhave University, Hazaribagh, Jharkhand and a masters 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 bachelors 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.

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 bachelors degree of technology (mechanical) from Institute of Advance Studies in Education, Sardarshahr, Rajasthan. He also holds a masters 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 Draft 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 300, 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 our Board in the last three years" on page 301, 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
Mahender Chhabra	June 5, 2025	Appointment as the Chief Financial Officer
Garima Sharma	May 5, 2025	Appointment as the Company Secretary and Compliance Officer
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 Draft 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 298 and 384.

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 298 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 135.

OUR PROMOTERS AND PROMOTER GROUP

Our Promoters

As on the date of this Draft 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 Draft Red Herring Prospectus, our Promoters hold an aggregate of 403,604,309* Equity Shares of face value of 10 each, comprising 100.00% 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 128.

*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 Draft 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 Draft 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 Draft Red Herring Prospectus is as follows:

Sr. No	Name Of Shareholders	Number of shares of USD 1 each	Shareholding (%)
1.	Tenneco Global Holdings LLC	29,596,105	100.00
	Total	29,596,105	100.00

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 Draft Red Herring Prospectus.

Promoter of Promoter

As on the date of this Draft 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 Draft 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 Draft 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 Draft Red Herring Prospectus is as follows:

Sr. No	Name Of Shareholders	Number of shares of USD 1 each	Shareholding (%)
1.	TMHL	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 Draft Red Herring Prospectus.

Promoter of Promoter

As on the date of this Draft 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, see "-Tenneco Mauritius Holdings Limited ("TMHL")" above.

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 Draft 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 Draft 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 Draft Red Herring Prospectus is as follows:

Sr. No Name of shareholders	Number of shares of EUR 455 each	Shareholding (%)
1. Co?peratief Federal-Mogul Dutch Investments B.A.	20,411	100.00
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 Draft Red Herring Prospectus.

Promoter of Promoter

As on the date of this Draft Red Herring Prospectus, the only shareholder of FM Investments B.V. is Co?peratief Federal-Mogul Dutch Investments B.A. with 100% shareholding, which is ultimately and wholly owned, indirectly, by Tenneco LLC. Co?peratief 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 Co?peratief Federal-Mogul Dutch Investments B.A.

The board of directors of Co?peratief Federal-Mogul Dutch Investments B.A. as on the date of this Draft Red Herring Prospectus comprises Kevin Bank, Bart Ren? 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-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 Draft 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 Draft 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 Draft Red Herring Prospectus is as follows:

Sr. No	Name of shareholders	Number of shares of GBP 1 each	Shareholding (%)
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 Draft Red Herring Prospectus.

Promoter of Promoter

As on the date of this Draft 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 Draft 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 Draft Red Herring Prospectus, the equity shares of Tenneco LLC are not listed on any stock exchange.

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 Draft 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 Draft 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 Draft 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 will be submitted to the Stock Exchanges at the time of filing of this 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 Draft 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 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 285. 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 312.

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 283. 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 128.

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 Draft 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 288 and 384, 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 Draft 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 Draft 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 Draft 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 Draft Red Herring Prospectus.

Name of Promoter	Name of company or firm from which the Promoter has disassociated	Country of incorporation	Date of disassociation	Reasons for disassociation
Tenneco Mauritius Holdings Limited	Tenneco Automotive India Private Limited	India	March 26, 2025	Disinvestment of shares
Tenneco (Mauritius) Limited	Tenneco Automotive India Private Limited	India	March 26, 2025	Disinvestment of shares
Federal-Mogul Investments B.V.	Federal-Mogul Sealings India Limited	India	March 26, 2025	Disinvestment of shares
	Federal-Mogul Bearings India Limited	India	March 26, 2025	Disinvestment of shares
	Federal-Mogul VCS Holdings B.V.	Netherlands	April 29, 2025	Disinvestment of shares
Federal-Mogul Pty Ltd	Federal-Mogul Ignition Products India Limited	India	March 26, 2025	Disinvestment of shares
Tenneco LLC	Federal-Mogul Bearings India Limited	India	March 26, 2025	Disinvestment of 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 285.