THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES (DEFINED BELOW) ON THE MAIN BOARD OF THE BSE LIMITED ("BSE") AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE", AND TOGETHER WITH BSE, THE "STOCK EXCHANGES") IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED ("SEBI ICDR REGULATIONS").

TENNECO CLEAN AIR INDIA LIMITED

Our Company was originally incorporated as ‘Tenneco Clean Air India Private Limited' at Chennai, Tamil Nadu, India, as a private limited company under the Companies Act, 2013, 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 ("RoC"). Subsequently, our Company was converted into a public limited company pursuant to a resolution passed by our Board on February 18, 2025, and a special resolution passed by our Shareholders on February 21, 2025, and consequently the name of our Company was changed to ‘Tenneco Clean Air India Limited'. A fresh certificate of incorporation dated May 16, 2025 was issued by the Central Processing Centre on behalf of the RoC upon conversion to public limited company. For details, see "History and Certain Corporate Matters" beginning on page 331 of the Prospectus dated November 14, 2025 ("Prospectus") filed with the RoC.

1. Dependence on the Tenneco Group: We depend on entities in the Tenneco Group for our 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 our relationship, including the termination of our License Agreement and master affiliate intangible property and network services agreement, could have an adverse impact on our right to use the "Tenneco" trademark and our right to use the intangible property and know-how related to P3 Operating System, respectively, which may in turn impact our operations and growth prospects. The table below sets forth the royalty expenses we paid to various entities in the Tenneco Group for the periods/Fiscals indicated:

2. Dependence on passenger vehicle ("PV") and commercial vehicle ("CV") sectors in India: We derived significant portion of our revenue from operations, i.e. 81.35%, 83.44%, 82.04%, 83.87% and 83.06% of our revenue from operations 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. The Indian PV sector has historically seen significant periodic fluctuations in overall demand (Source: CRISIL Report). Any reduced demand in the Indian PV and CV sectors in the future could have a material adverse impact on our business, results of operations and financial condition.

3. Customer concentration risk: We are dependent on our top ten customers and the contribution of top ten customers (based on Fiscal 2025) to our revenue from operations is provided below. If one or more of these customers chooses not to source products from us, our business, financial condition and results of operations may be adversely affected.

4. Inability to realize sales represented by awarded programs: Program awards by our customers do not include firm volume commitments. In addition, customers may delay or cancel a development program that has been awarded to us, and as the products we design and manufacture for a development program may not be suitable for other customers or development programs, we may not be able to sell products we develop for a cancelled program.

5. Influence of government policies linked to emission standards: Government policies regarding emission standards directly affect the design, production, and sale of our clean air and powertrain products which contributed 56.28%, 60.60%, 57.51%, 65.90% and 62.98% to our revenue from operations in the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, respectively. Our inability to keep pace with or develop products that meet the requirements of new emission standards within prescribed timeframes may impact the performance of our Clean Air & Powertrain Solutions division, and consequently our results of operations, financial condition, cash flows, and prospects, may be materially adversely affected.

6. Dependence on availability and cost of raw materials: Our cost of materials consumed constituted a significant portion of our revenue from operations. Our primary raw material is steel, which is subject to fluctuations in commodity prices. The table below sets forth our cost incurred for the purchase of steel for the periods/Fiscals indicated. We do not bear the risk of price increases in substrates, as these price variations are generally borne by our customers as the prices of these components are taken into account in the prices customers pay for our products.

7. Dependence on a related party for sales to the aftermarket: We sell to the aftermarket primarily through Motocare, an indirect subsidiary of Tenneco LLC and one of our Group Companies. Set forth below is the revenue derived by us from our sale of products to Motocare and the aftermarket for the periods/Fiscals indicated:

8. Past instances of regulatory non-compliance: In the past there have been instances of non-compliances with certain provisions of the Companies Act and FEMA Regulations by our Company and certain Subsidiaries, which have been compounded or in relation to which we have filed compounding applications. There can be no assurance that we will not experience similar or other instances of non-compliance in the future.

9. Emphasis of matters and CARO 2020 reporting: Our 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. Investors should consider these observations of our Statutory Auditor or the statutory auditors of our Subsidiaries in evaluating our financial condition, results of operations and cash flows.

10. Dividends payout: Our Company has declared and paid a dividend on the Equity Shares amounting to Rs. 1,716.61 million, Rs. 4,092.42 million, Rs. 5,591.17 million and Rs. 2,804.28 million during the three months ended June 30,2025, Fiscals 2025, 2024 and 2023, respectively. Further, our Company has declared and paid a dividend on the Equity Shares amounting to Rs. 8,649.24 million during the period from July 1, 2025 till the date of the Prospectus. Payment of such dividend has resulted in a reduction in the reserves and surplus of our Company and may impact our financial condition and future growth prospects. We cannot assure you that we will be able to pay similar dividends or any dividends in the future.

11. Impact on growth strategy due to changes in international trade policies: Our export strategy faces challenges due to changes in international trade policies and tariffs, which can impact the cost-effectiveness of exporting our products. For instance, the U.S. increased tariffs on most imports from India to 50% in August 2025, including for our Clean Air and Advanced Ride Technologies products. Although these U.S. tariffs have increased the costs of such products to our customers, we continue to export to the U.S. There can be no assurance that our growth strategies will result in the anticipated growth in our revenues or improvement in our results of operations.

12. The Offer consists of only an offer for sale by the Promoter Selling Shareholder. The Promoter Selling Shareholder shall be entitled to the proceeds from the Offer for Sale and our Company will not receive any proceeds from the Offer for Sale.

13. The details of Price/Earnings, Earnings per share, Return on Net Worth, Net Asset Value Per Equity Share, Market Cap/Revenue from Operations for our Company and peer group are as follows

For further details and relevant footnotes, please refer to page 169 of the Prospectus.

14. Weighted Average Return on Net Worth for Fiscals 2025, 2024 and 2023 is 39.25% and the Return on Net Worth for three months period ended June 30, 2025 is 13.42 % (not annualised).

15. Average cost of acquisition of equity shares held by our Promoter Selling Shareholder is Rs. 138.14 per Equity Share and Offer Price at upper end of the price band is Rs. 397 per Equity Share. The average cost of acquisition per Equity Share held by our Promoters and Promoter Selling Shareholder is as set forth below :

16. Weighted average cost of acquisition of Equity Shares transacted in the last one year, eighteen months and three years preceding the date of the Prospectus:

17. The 4 BRLMs associated with the Offer have handled 98 public issues in the past three financial years, out of which 22 issues closed below the IPO price on listing date -

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the "SCRR"), read with Regulation 31 of the SEBI ICDR Regulations. The Offer was made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"), provided that our Company, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations (the "Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bidsharing being received from the domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors ("Anchor Investor Allocation Price"). In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares were required to be added to the Net QIB Portion ("Net QIB Portion"). Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids having been received at or above the Offer Price, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation to Non-Institutional Investors ("Non-Institutional Portion") of which one-third of the Non-Institutional Portion was available for allocation to Bidders with an application size of more than Rs. 200,000 and up to Rs. 1,000,000 and two-thirds of the Non-Institutional Portion was made available for allocation to Bidders with an application size of more than Rs. 1,000,000 and under subscription in either of these two sub-categories of Non-Institutional Portion could have been allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. Further, not less than 35% of the Offer was available for allocation to Retail Individual Investors ("Retail Portion"), in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. All Bidders (except Anchor Investors) were required to mandatorily participate in this Offer only through the Application Supported by Blocked Amount ("ASBA") process by providing the details of their respective bank account (including UPI ID (defined hereinafter) in case of UPI Bidders (defined hereinafter)) in which the Bid Amount was blocked by the Self Certified Syndicate Banks ("SCSBs") or the Sponsor Bank(s), as the case may be. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see "Offer Procedure" beginning on page 576 of the Prospectus.

The Bidding for Anchor Investors opened and closed on Tuesday, November 11, 2025. The Company received 58 applications from 34 Anchor Investors for 27,491,777 Equity Shares. The Anchor Investor Offer Price was finalized at Rs. 397 per Equity Share. A total of 27,204,030 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 10,799,999,910.

The Offer received 4,077,352 applications for 3,924,166,831 Equity Shares (including applications from Anchor Investors and prior to rejections considering only valid bids) resulting in 61.82 times subscription. The details of the applications received in the Offer from various categories (including Anchor Investors) are as under (before rejections):

A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on November 17, 2025.

The Basis of Allotment to the Retail Individual Investors, who have bid at the Cut-Off Price or at the Offer Price of Rs. 397 per Equity Share, was finalized in consultation
with NSE. This category has been subscribed to the extent of 5.41 times (after rejections). The total number of Equity Shares Allotted in Retail Portion is 31,738,035
Equity Shares to 857,784 successful Retail Individual Investors. The category-wise details of the Basis of Allotment are as under:

Allotment to QIBs, who have bid at the Offer Price of Rs. 397 per Equity Share or above, has been done on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 174.62 times of Net QIB portion (after rejection). As per the SEBI Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 9,06,801 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 18,136,020 Equity Shares which were allotted to 274 successful Applicants.

The Basis of Allotment to the Non-Institutional Investors (More than Rs. 2,00,000 and up to Rs. 1,000,000), who have bid at the Offer Price of Rs. 397 per Equity Share was finalized in consultation with NSE. The sub-category of the Non-Institutional Portion comprising Non-Institutional Investors Bidding (More than Rs. 2,00,000 and up to Rs. 1,000,000) has been subscribed to the extent of 29.92 times (after rejections). The total number of Equity Shares Allotted in this category is 4,534,005 Equity Shares to 8,752 successful Non- Institutional Investors. The category-wise details of the Basis of Allotment are as under:

The Basis of Allotment to the Non-Institutional Investors (More than Rs. 1,000,000), who have bid at the Offer Price of Rs. 397 Equity Share was finalized in consultation with the NSE. The sub-category of the Non-Institutional Portion comprising Non-Institutional Investors Bidding above Rs. 397 has been subscribed to the extent of 49.64 times (after rejections). The total number of Equity Shares Allotted in this category is 9,068,010 Equity Shares to 17,505 successful applicants Non-Institutional Investors. The category-wise details of the Basis of Allotment are as under: (Sample)

The Company, in consultation with the BRLMs has allotted 27,491,777 Equity Shares to 34 Anchor Investors (through 58 Anchor Investor Application Forms, including 17 domestic Mutual Funds through 41 Mutual Fund schemes) at an Anchor Investor Offer Price of Rs. 397 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 50% of total QIB portion.

The IPO Committee in its meeting held on November 17, 2025 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and allotment resolution was passed on November 17, 2025. The Allotment Advice-cum-Unblocking intimations have been dispatched to the email ids of the investors as registered with the Depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on November 17, 2025 and payments to non-Syndicate brokers have been issued on November 18, 2025. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on November 18, 2025 for credit into the respective beneficiary accounts subject to validation of the account details with the Depositories concerned. The Company filed the listing application with NSE and BSE on November 18, 2025. The Company has received listing and trading approval from NSE and BSE and the trading will commence on November 19, 2025.

Note: All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.

The details of the Allotment made will be hosted on the website of the Registrar to the Offer, MUFG Intime India Private Limited at https://in.mpms.mufg.com/

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/Sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

MUFG Intime India Private Limited
(formerly Link Intime India Private Limited)
C-101, Embassy 247, L.B.S. Marg,
Vikhroli West, Mumbai - 400 083, Maharashtra, India
Tel.:+91 810 811 4949
E-mail: tennecocleanair.ipo@in.mpms.mufg.com
Investor grievance e-mail: tennecocleanair.ipo@in.mpms.mufg.com
Website: https://in.mpms.mufg.com/
Contact person: Shanti Gopalkrishnan
SEBI registration no.: INR000004058
	For Tenneco Clean Air India Limited
	on and behalf of the Board of Directors
	Sd /-
Place: Gurugram, Haryana	Roopali Singh
Date: November 18, 2025	Company Secretary and Compliance Officer

Tenneco Clean Air India Limited has filed the Prospectus with the RoC, SEBI and the Stock Exchanges. The Prospectus is available on the website of the Company at www.tennecoindia.com, on the websites of the BRLMs, i.e., JM Financial Limited, Citigroup Global Markets India Private Limited, Axis Capital Limited and HSBC Securities and Capital Markets (India) Private Limited at www.jmfl.com, www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm, www.axiscapital.co.in and www.business.hsbc.co.in, respectively, on the website of SEBI at www.sebi.gov.in, as well as on the websites of the Stock Exchanges, i.e., BSE and NSE at www.bseindia.com and www.nseindia.com, respectively. Potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, see the section titled "Risk Factors" beginning on page 59 of the Prospectus.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act") or any state securities laws in the United States, and unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity Shares are being offered and sold (i) in the United States solely to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and (ii) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. There will be no public offering in the United States.