Tenneco Clean Air India Ltd IPOTENNIND

The IPO opens on 12 Nov 2025 & closes on 14 Nov 2025.

Tenneco Clean Air India Limited was originally incorporated as Tenneco Clean Air India Private Limited' at Chennai, Tamil Nadu, India, as a private limited company, pursuant to a certificate of incorporation dated December 21, 2018, issued by the Central Registration Centre on behalf of the Registrar of Companies, Tamil Nadu and Andaman at Chennai. Subsequently, Company was converted into a public limited company and the name was changed to Tenneco Clean Air India Limited'. A fresh certificate of incorporation dated May 16, 2025 was issued by the Central Processing Centre. Company manufacture and supply critical, highly engineered and technology intensive clean air, powertrain and suspension solutions for Indian original equipment manufacturers (OEMs) and export markets. It sell to the aftermarket primarily through Motocare India Private Limited, a subsidiary of Tenneco LLC and its Group Company. The Company established its Bearings Plant in Parwanoo in 1979. The first Advanced Ride Technologies Plant was established in Hosur in 1983. The Sealings Plant established in Pune in 1997. The Ignition Plant established in Bhiwadi in 1999. The first Clean Air Solutions Plant established in Pune in 2000. The first Dorst Press for Sintered components installed in Puducherry in 2007. The manufacturing of Clean Air solutions facility was established in Chennai in 2010. The Clean Air solutions facility was established in Pithampur in 2019. The Company launched the BS6.2 solutions at Chakan I, Chakan II Facility, Chennai and Pithampur in 2023. Further, it launched new generation shock absorber for the SUV and EV segment in 2024. The Company is planning the initial public offer by raising funds of Rs 3000 Cr. equity shares of Rs 10 each via Offer for Sale.

Tenneco Clean Air India Ltd IPO will close on 14 Nov 2025.

<ul><li>Market leading supplier of critical, highly engineered and technology intensive clean air, powertrain and suspension solutions to leading Indian and global OEMs.</li><li>Strategically diversified portfolio of proprietary products and solutions well positioned to capture market and industry trends.</li><li>Innovation-focused approach aided by our ability to leverage Tenneco Group's global R&D initiatives to cross-deploy global technologies for proprietary, modular and customized products at Indian price points.</li><li>Flexible and automated manufacturing footprint of 12 strategically located plants well-supported by a localized supply chain.</li><li>Strong financial performance supported by growth, profitability and efficient use of capital.</li><li>Qualified and experienced board of directors and management team supported by skilled work force.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Tenneco Mauritius Holdings Lim</td> <td>333725530</td> <td>82.69</td> <td>243045429</td> <td>60.22</td> </tr> <tr> <td>2</td> <td>Tenneco (Mauritius) Limited</td> <td>26734261</td> <td>6.62</td> <td>26734261</td> <td>6.62</td> </tr> <tr> <td>3</td> <td>Federal-Mogul Investments B.V.</td> <td>10607654</td> <td>2.63</td> <td>10607654</td> <td>2.63</td> </tr> <tr> <td>4</td> <td>Federal-Mogul Pty Ltd</td> <td>14478794</td> <td>3.59</td> <td>14478794</td> <td>3.59</td> </tr> <tr> <td>5</td> <td>Tenneco LLC</td> <td>6974946</td> <td>1.73</td> <td>6974946</td> <td>1.73</td> </tr> </tbody> </table>

<ul><li>The company depends on entities in the Tenneco Group for its operations, such as the license to use Tenneco Group's brands and patented designs, technical know-how, purchase of certain parts and materials, and R&D. Any adverse change in its relationship, including the termination of the company License Agreement, could have an adverse impact on its business, reputation, financial condition, and results of operations.</li><li>The company derived a significant portion of its revenue from operations, i.e. 81.35%, 83.44%, 82.04%, 83.87% and 83.06% in the three months ended June 30, 2025 and June 30, 2024 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, from the passenger vehicle ("PV") and commercial vehicle ("CV") sectors in India. Any adverse changes in these sectors in India could adversely impact its business, results of operations and financial condition.</li><li>The company is dependent on its top ten customers. Its top ten customers (based on Fiscal 2025) contributed 80.57%, 82.32%, 81.54%, 83.92% and 77.79% of our revenue from operations in the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, respectively. If one or more of these customers chooses not to source products from it, the company business, financial condition and results of operations may be adversely affected.</li><li>Its may be unable to realize sales represented by the company awarded programs as the company does not have firm volume commitments in customer agreements, which could materially and adversely impact its financial condition and results of operations.</li><li>Its business is heavily influenced by government policies and regulations regarding emission standards, which significantly impact its industry. Delays in the implementation of emission standards may affect the growth of the company business.</li><li>Its operations and profitability are substantially dependent on the availability and cost of raw materials, including steel and components such as pressed parts, electrodes and bimetal strips. In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, cost of materials consumed accounted for 64.42%, 66.69%, 65.05%, 70.15% and 70.37% of its revenue from operations, and any volatility in the prices of these materials may adversely impact the company business. results of operations and financial condition.</li><li>The company is dependent on Motocare India Private Limited ("Motocare"), an indirect subsidiary of Tenneco LLC and one of its Group Companies for sales to the aftermarket. The compay also enter into other relatedparty transactions with entities in the Tenneco Group in the ordinary course and may continue to do so in the future. The company cannot assure you that its could not have achieved more favorable terms had such transactions not been entered into with related parties, which may adversely affect its business and results of operations.</li><li>In the past there have been instances of non-compliances with certain provisions of the Companies Act and FEMA Regulations by the Company and certain Subsidiaries, which have been compounded or in relation to which the company has filed compounding applications. There can be no assurance that the company will not experience similar or other instances of non-compliance in the future.</li><li>Its statutory auditors have identified certain emphasis of matters, matters pertaining to internal financial controls and Companies (Auditor's Report) Order, 2020 (CARO 2020) in their reports as of and for the three months period ended June 30, 2025 and 2024 and Fiscal 2025, 2024 and 2023.</li><li>Its ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company financing arrangements.</li><li>Its may not be successful in implementing the company growth strategies, including its export strategy, due to global headwinds and tariff structure changes, which could have an adverse effect on the company business, financial condition, cash flows and results of operations.</li><li>The company Clean Air & Powertrain Solutions division contributed 56.28%, 60.60%, 57.51%, 65.90%, and 62.98% of its revenue from operations for the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, respectively, and is subject to electrification risks that affect the automotive industry generally, which could reduce the demand for internal combustion engine vehicles and in turn the demand for its products.</li><li>The company depends on a limited number of suppliers to procure its raw materials and certain components (such as pressed parts, electrodes and bimetal strips). In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023 its purchases of raw materials from the company top ten suppliers for the respective periods/Fiscals contributed to 31.54%, 31.22%, 30.18%, 39.52%, and 42.47% of its raw material purchases (net), respectively. For certain of our components such as pressed parts, electrodes and bimetal strips, the company is dependent on a single supplier. Interruptions in the supply of raw materials and components could adversely affect its ability to manufacture the company products, execute its projects and consequently its business and results.</li><li>In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, its cost of raw materials consumed from imported sources contributed to 16.95%, 26.36%, 16.46%, 29.59%, and 26.46% of its cost of raw material consumed, respectively. The company is therefore exposed to international supply chain risks and any changes in the political relationship between India and such countries or the implementation of laws and policies affecting supplier relationships could adversely affect its ability to manufacture the company products, execute its projects and consequently the company business and results.</li><li>The company Registered Office, Corporate Office and manufacturing facilities (except for the Chakan Sealings Facility), warehouses and R&D centers are located on leased land. If the company is unable to renew or extend such leases, its business operations may be adversely affected. Further, land title in India can be uncertain and the company may not be able to identify or correct defects or irregularities in title to certain land which its own.</li><li>There are outstanding legal proceedings involving the Company, Subsidiaries and Directors. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.</li><li>Its Promoters will continue to retain a majority shareholding in the Company after the Offer and will continue to exercise significant influence and control over it.</li><li>The company Promoters and certain of its Group Companies are in a similar line of business as it which may involve conflict of interests, which could adversely impact the company business.</li><li>The company and its Promoters are potentially subject to laws related to anti-corruption, anti-bribery, antimoney laundering, financial and applicable primary and secondary economic sanctions and similar laws of the US and EU or other jurisdictions, and non-compliance with such laws can subject it to administrative, civil and criminal fines and penalties, all of which could adversely affect its business, prospects, financial condition, results of operations, and cash flows.</li><li>Changes in international trade policies, geopolitics and trade tariffs, export controls, economic or trade sanctions may materially and adversely affect its business, financial condition and results of operations.</li><li>Pricing pressure from its customers or the company inability to pass on costs to its customers, may materially and adversely impact the company revenue from operations and profitability.</li><li>The company is subject to strict performance requirements, including, but not limited to, the quality of its products and delivery schedules, and failing to comply (including due to problems with its component suppliers) may lead to cancellation of orders, product recalls, product liability claims, warranty claims, litigation and other disputes and claims.</li><li>The company outsource certain business operations such as transport, logistics, and certain manufacturing processes to third parties. Any failures by such third parties to deliver their services could have an adverse impact on its business, results of operations, financial condition and prospects.</li><li>If the company is classified as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in Equity Shares may be subject to adverse U.S. federal income tax consequences.</li><li>If a U.S. investor is treated as owning at least 10% of the Equity Shares, such holder may be subject to adverse U.S. federal income tax consequences.</li><li>The company has received several whistleblower complaints in the past and may receive additional complaints in the future. Certain of these complaints are currently under investigation and could reveal deficiencies in its internal controls and financial reporting processes. If any of these allegations are substantiated, such as misstatements, fraud, or control deficiencies, they could adversely impact its reputation, the company business, results of operations and financial condition.</li><li>Any unscheduled, unplanned or prolonged disruption to its manufacturing and R&D operations could materially and adversely affect the company business, financial condition and results of operations.</li><li>The development of technologically advanced products involves a lengthy and expensive process with uncertain timelines and outcomes. Some of its product or process development decisions, including R&D investments, or investments in technologies, may not meet its expectations, and our investment in such projects may be unprofitable.</li><li>Its Bhiwadi Facility, Hosur Facility and Puducherry Facility currently operate at high-capacity utilization levels and the company may not be able to meet additional demand for its products until the company is able to increase its capacity. Further, if the company underestimate or overestimate the demand for its products, the capacity utilization of the company manufacturing plants may be under-utilized or over-utilized, respectively, which could adversely affect its profitability and manufacturing schedules.</li><li>Its insurance coverage may not be adequate to protect it against all potential losses, which may have an adverse effect on the company results of operations, cash flows and financial condition.</li><li>There are certain delays in payment of statutory dues by the Company and Subsidiaries. Any failures or delay in payment of statutory dues in the future may expose us to statutory and regulatory action, as well as significant penalties, and may adversely affect its business, results of operations, cash flows and financial condition.</li><li>Nine out of its 12 manufacturing facilities operate on industrial land allotted to us by industrial development corporations. Failures to comply with the conditions of use of such land could result in an adverse effect on the company business, results of operations and financial condition.</li><li>The company depends on contract labor for carrying out operations at its manufacturing facilities and any disruption to the availability of contract labor for the company manufacturing facilities or its inability to control the cost of the company contract labor could adversely affect its operations. Further, the company may be held responsible for paying wages of such workers, if independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on its results of operations and financial condition.</li><li>Its may be subject to industrial unrest, unionization, slowdowns and increased employee costs, which may adversely affect the company business and results of operations.</li><li>Its success largely depends upon the knowledge and experience of the company Directors, Key Managerial Personnel and Senior Management as well as its ability to attract and retain personnel with technical expertise. The company inability to attract and retain them along with other personnel with technical expertise could adversely affect its business, financial condition and results of operations.</li><li>Its inability to maintain appropriate levels of inventory to meet the demands of its customers may have an adverse effect on the company results of operations and financial condition.</li><li>Its may not be able to achieve the anticipated synergies from the company recent corporate reorganization or future technical collaborations, joint ventures, strategic investments, alliances and acquisitions.</li><li>The company has substantial capital expenditure and working capital requirements and may require additional financing to meet those requirements, which could have an adverse effect on its results of operations and financial condition.</li><li>The company is exposed to counterparty credit risk. Its inability to collect receivables on time or at all and defaults in payment from its customers could reduce our profits and affect the company cash flows.</li><li>The company requires power, fuel and water for its operations and any disruption to the supply of power, fuel or water could disrupt its manufacturing operations and increase the company production costs, which could adversely affect its results of operations.</li><li>The company requires certain licenses, permits and approvals in the ordinary course of business, and failures to obtain or retain them in a timely manner may have a material adverse effect on its business and results of operations.</li><li>The company is exposed to foreign currency exchange rate fluctuations which may have an adverse effect on its results of operations.</li><li>The company has certain contingent liabilities that have not been provided for in its financial statements, and its financial condition could be adversely affected if any of these contingent liabilities materialize. The company also have certain contractual commitments, which may entail cash outflow.</li><li>The company faces competition from both domestic as well as multinational corporations and there is no assurance that the company will be able to successfully compete in the markets its currently operates in or those that the company plan to expand into. Its inability to compete effectively could result in the loss of customers and its market share, which could have an adverse effect on the company business, financial condition, results of operations and prospects.</li><li>A deterioration in the reputation and market perception of its licensed brands, particularly the Tenneco, Champion and Monroe brands, or the company quality control systems or any of our sales and marketing efforts which are ineffective, could adversely affect its sales, profitability and the implementation of the company growth strategy.</li><li>Its inability to protect or use the company intellectual property rights and its failures to keep the company technical knowledge confidential may adversely affect its business.</li><li>If the company inadvertently infringe upon the intellectual property rights of others, its business and results of operations may be adversely affected.</li><li>The company regularly work with hazardous materials, and heavy machinery at its manufacturing facilities and activities in its operations can be dangerous, which could cause injuries to people or damage property.</li><li>Any future indebtedness and the conditions and restrictions imposed by its financing arrangements may limit the company ability to grow its business and adversely impact the company business, results of operations, financial condition, and cash flows.</li><li>Failures or disruption of its Information Technology ("IT") systems may adversely affect the company business, financial condition, results of operations and prospects.</li><li>This Red Herring Prospectus contains information from an industry report, prepared by an independent third-party research agency, CRISIL, which the company has commissioned and paid for purposes of confirming its understanding of the industry exclusively in connection with the Offer and reliance on such information for making an investment decision in the Offer is subject to certain inherent risks.</li><li>Information relating to its operational capacities and the historical capacity utilization of the company manufacturing facilities included in this Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.</li><li>This Red Herring Prospectus contains certain non-GAAP financial measures and other statistical information related to its operations and financial performance. These non-GAAP measures and statistical information may vary from any standard methodology that is applicable across the industry, and therefore may not be comparable with financial or statistical information of similar nomenclature computed and presented by other companies.</li><li>Proceeds from the Offer for Sale portion of the Offer will not be available to it. The Promoter Selling Shareholder in the Offer for Sale will receive the proceeds of the Offer.</li><li>Pursuant to the listing of the Equity Shares, its may be subject to pre-emptive surveillance measures, such as Additional Surveillance Measures and Graded Surveillance Measures by the Stock Exchanges in order to enhance the integrity of the market and safeguard the interest of investors.</li></ul>

The Issue type of Tenneco Clean Air India Ltd is Book Building.

The minimum application for shares of Tenneco Clean Air India Ltd is 37.

The total shares issue of Tenneco Clean Air India Ltd is 90680101.

Initial public offer of 90,680,100 equity shares of face value of Rs. 10/- each ("equity shares") of Tenneco Clean Air India Limited ("the company" or the "issuer") for cash at a price of Rs. 397/- per equity share (including a premium of Rs. 387/- per equity share) ("offer price") aggregating to Rs. 3600.00 crores (the "offer") through an offer for sale of 90,680,100 equity shares of face value of Rs. 10/- each aggregating to Rs. 3600.00 crores ") (the "offer for sale" and such equity shares, the "offered shares") by Tenneco Mauritius Holdings Limited ("promoter selling shareholder"). The offer constituted 22.47% of the post-offer paid-up equity share capital of the company. The face value of the equity shares is Rs. 10/- each. The offer price is 39.7 times the face value of the equity shares.