డైరెక్టర్ల నివేదిక Tenneco Clean Air India Ltd.

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 Auditor''s
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.

^INAncialhighlights^^I^^)

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

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, along with the separate Financial Statements of each
of the Subsidiary Companies, is available on the Company''s
website athttps://tennecoindia.com/investor-relations/.

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.

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 Company''s business fundamentals, growth
prospects and governance standards. The Company''s 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 Company''s 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.

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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.

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: -

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 Company''s subsidiary structure
remained unchanged and there has been no material change in the nature of the business of the Company''s subsidiaries.

Performance highlights of Subsidiaries, Joint Ventures, and Associates

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 Company''s website
https://tennecoindia.com/investor-relations/corporate-qovernance-policies/

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 Company''s website at: https://tennecoindia.com/investor-relations/corporate-
governance-policies/

V_J

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 Company''s 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 Company''s
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.

^HarecaPitaLOfthecOmPAn^^^^''^

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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.

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 q 1

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.

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 arm''s 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 Company''s
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 Company''s 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.

^OARDOFDIRECTORS

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 Company''s 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.

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.

^^EYMANAGERj^AL^^ERSONNEL^^KMP^^^t^s^

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.

’ annual GENERAL MEETING I ''

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 l ;

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
Company''s 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 athttps://tennecoindia.com/
about-us/board-of-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 Company''s 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 Company''s processes, policies,
and practices.

Periodic presentations were made during Board Meetings
to apprise the Directors of the Company''s 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 Company''s 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/.

r INTERNAL FINANCIAL CONTROL SYSTEMS X ^

The Board has laid down comprehensive policies and
procedures to ensure the orderly and efficient conduct of
the Company''s business. These frameworks are designed to
ensure adherence to the Company''s 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 Company''s 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 Company''s internal financial controls over
financial reporting in accordance with Section 143 of the Act.

CSSS

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 Company''s 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.

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^ORPORATESOCIALRESPONSIBILTT^^C A

Tenneco''s dedication to Corporate Social Responsibility (CSR)
has remained steadfast since its inception. The Company''s
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 Company''s CSR policy provides comprehensive
guidelines for conducting CSR activities, which are accessible
on the Company''s 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 Company''s website
and can be assessed athttps://tennecoindia.com/investor-
relations/corporate-governance-policies/.

In accordance with Regulation 34(2)(f) of Listing Regulations,
Business Responsibility and Sustainability Report (“BRSR”)
covering disclosures on Company''s 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.

Tenneco''s 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
maintaining the trust of its stakeholders. Corporate Governance
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 Board''s 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 Board''s Report.

jfJM _____ _7 ®

''CODE OF CONDUCT FOR PREVENTION OF a

Your Company has adopted a Code of Conduct (“PIT Code”)
to regulate, monitor and report trading in your Company''s
shares by your Company''s 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 Company''s 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 Company''s 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 Company''s
website athttps://tennecoindia.com/investor-relations/
corporate-governance-policies/

^preVenTionofsexUalhaRassmen^^^

^FWOMENATWORKpLACEPOLIC^^^^J

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.

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 Company''s 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 Company''s commitment to maintaining the highest
standards of ethical conduct and transparency. The detailed
Whistle Blower Policy is available on the Company''s official
website at:https://tennecoindia.com/investor-relations/
corporate-governance-policies/

^UDrTORS&AUDTTORS’REPOR^^^f,

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 Auditor''s
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 Company''s 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.

Employees are the cornerstone of the Company''s success
and a driving force behind its continued excellence in the
automobile industry. As a strategic business enabler, the
Company''s 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.

^^EARNING^S 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.

JPAS™

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.

^secreTAriAlsTANDArd^^^^^C^

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 C J

^g

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/.

r CORPORATE INSOLVENCY RESOLUTION

^{PROCESS |N|T|ATE}D ^{UNDER THE |NSOLVENCY} Cj

LAND BANKRUPI CY CODE, 2U1b 31

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.

^IS^TINGON^^TOCK^EXCH^ANG^^^^^(,

The Company''s 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;

The Board of Directors expresses its sincere appreciation
for the continued support and cooperation extended by the
Company''s 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
Company''s 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