ఆడిటర్ నివేదిక Tenneco Clean Air India Ltd.

Mar 31, 2026

We have audited the accompanying standalone financial
statements of
Tenneco Clean Air India Limited (Formerly
known as Tenneco Clean Air India Private Limited) (the
“Company”), which comprise the Balance Sheet as at 31
March 2026, and the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Cash Flows
and the Statement of Changes in Equity for the year ended
on that date, and notes to the financial statements, including
a summary of material accounting policies and other
explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 (the “Act”) in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act,
(“Ind AS”) and other accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March
2026, its profit, other comprehensive loss, its cash flows and
the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (“SA”s)
specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor''s
Responsibility for the Audit of the Standalone Financial
Statements section of our report. We are independent of
the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (“ICAI”)
together with the ethical requirements that are relevant to
our audit of the standalone financial statements under the
provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI''s Code of Ethics. We
believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period. We
have determined that there are no key audit matters to
communicate in our report.

Information Other than the Financial Statements
and Auditor’s Report Thereon

• The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis and Board''s Report, but does not include the
consolidated financial statements, standalone financial
statements and our auditor''s report thereon.

• Our opinion on the standalone financial statements does
not cover the other information and we do not express
any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained during
the course of our audit or otherwise appears to be
materially misstated.

• If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report in this regard.

Responsibilities of Management and Board of
Directors for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including Ind AS specified under section 133 of the Act.
This responsibility also includes 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 frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the standalone financial statements, management
and Board of Directors are responsible for assessing the
Company''s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of
Directors either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Company''s Board of Directors is also responsible for
overseeing the Company''s financial reporting process.

Auditor’s Responsibility for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to
issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to standalone financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the management.

• Conclude on the appropriateness of management''s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company''s ability
to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw

attention in our auditor''s report to the related disclosures
in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor''s report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude ofmisstatements in the standalone
financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements
may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the standalone
financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any
significant deficiencies in internal financial controls that we
identify during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our
audit we report that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

b) In our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books,
except for not keeping backup on a daily basis of
such books of account maintained in electronic
mode in a server physically located in India (refer
Note 38A to the standalone financial statements)
and not complying with the requirement of audit
trail as stated in (i) (vi) below.

c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income,
the Statement of Cash Flows and Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act.

e) On the basis of the written representations received
from the directors as on 31 March 2026 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31 March 2026 from
being appointed as a director in terms of Section
164(2) of the Act.

f) The modifications relating to the maintenance of
accounts and other matters connected therewith,
are as stated in paragraph (b) above.

g) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “
Annexure A”. Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s
internal financial controls with reference to
standalone financial statements.

h) With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197(16)of the Act, as
amended, In our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the Company
to its director during the year is in accordance with
the provisions of section 197 of the Act.

i) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements - Refer Note
31(b) to the standalone financial statements;

ii. The Company did not have any long term
contracts including derivative contracts
for which there were any material
foreseeable losses.

iii. There were no amount which were required to
be transferred to the Investor Education and
Protection fund by the Company.

iv. (a) The Management has represented

that, to the best of its knowledge and
belief, as disclosed in the note 38A to

the financial statements no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(b) The Management has represented,
that, to the best of its knowledge and
belief, as disclosed in the note 38A to
the financial statements, no funds have
been received by the Company from
any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, directly or indirectly, lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to
our notice that has caused us to believe
that the representations under sub¬
clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any
material misstatement.

v. The interim dividend declared and paid by the
Company during the year and until the date of
this report is in compliance with section 123 of
the Act. The Company has not proposed final
dividend for the year.

vi. Based on our examination, which included
test checks, the Company has used an
accounting software for maintaining its books
of account for the year ended 31 March 2026
which has a feature of recording audit trail
(edit log) facility and the audit trail feature at

the application level has operated throughout
the year for all the relevant transactions
recorded in the software. However, the audit
trail was not enabled at the database level to
log any direct data changes. Consequently,
we are unable to comment whether there
were any instances of the audit trail feature
being tampered with (refer note 43 to the
standalone financial statements).

Additionally, the audit trail that was enabled
and operated for the year ended 31 March
2025 has been preserved by the Company
as per the statutory requirements for
record retention, as stated in note 43 to the
standalone financial statements.

2. As required by the Companies (Auditor''s Report) Order,
2020 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in “
Annexure B”
a statement on the matters specified in paragraphs 3 and
4 of the Order.

For Deloitte Haskins & Sells LLP

Chartered Accountants
(Firm ‘s Registration No.117366W/W-100018)

Sachanand C Mohnani

Partner

Place: Pune (Membership No. 407265)

Date: 30 May 2026 UDIN: 26407265APHECV3442

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