Tenneco Clean Air India Ltd

ESOP grant details

• NRC approved grant of 2,00,453 ESOPs to eligible employees under ESOP Scheme 2025.
• Grant is within the shareholders-approved limit of 8,072,086 options.
• Each option is exercisable into one equity share of INR 10.
• Exercise price for all options is INR 10, with a five-year exercise period from vesting.
• Vesting status is not applicable; no options vested yet.
• Terms ratified by shareholders post-IPO via Postal Ballot dated 25 March 2026.
• Exercise period is five years from vesting, subject to ESOP Scheme 2025 terms.
• Scheme complies with SEBI Regulations 2021 on Employee Benefits and Sweat Equity.
• Annexure A contains the required stock-option details.
• No options exercised or money realized to date.

Key disclosures

• Target: Tenneco Clean Air India Limited (TENNIND).
• Acquirer: SBI Mutual Funds Management Limited.
• Listed on NSE and BSE; scrip TENNIND, code 544612.
• Date of disclosure: 14 August 2026.

Transaction summary

• Target Company: Tenneco Clean Air India Limited.
• Disclosing Parties: Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited; promoter group.
• Transaction Type: sale of voting-rights equity shares.
• Pre-Transaction Holding: TMHL 24,30,45,425 shares (60.22%), TML 2,67,34,261 shares (6.62%).
• TMHL sold 5,05,72,736 voting shares (12.53%).
• TML sold 99,67,910 voting shares (2.47%).
• Open Market; date August 12, 2026.
• Total shares sold: 6,05,40,646 (15%).
• Post-Transaction Holding: TMHL 19,24,72,689 shares (47.69%), TML 1,67,66,351 shares (4.15%).
• Combined post-holdings: 20,92,39,040 shares (51.84%).
• Date of transaction: August 12, 2026.
• Equity share capital before/after: 40,36,04,309 shares.
• Total diluted share capital: 40,36,04,309.

Acquisition and holding details

• Target company: Tenneco Clean Air India Limited.
• Acquirer: SBI Mutual Fund (schemes); PACs: None.
• Acquirer not part of promoter/promoter group.
• Exchanges: Listed on BSE and NSE.
• Pre-acquisition voting rights: 35,94,048 shares (0.8905%).
• Acquired voting rights: 2,10,63,692 shares (5.2189%).
• Post-acquisition voting rights: 2,46,57,740 shares (6.1094%).
• Mode: Market Purchase.
• Date of acquisition: 12-Aug-2026.
• Pre/post equity share capital: Rs 4,03,60,43,090 (40,36,04,309 shares).
• Salient features: equity shares; no warrants/convertibles.

Sale details

• TMHL pre-holding: 24,30,45,425 shares.
• TML pre-holding: 2,67,34,261 shares.
• Combined pre-holding: 26,97,79,686 shares (66.84%).
• Shares sold: TMHL 5,05,72,736; TML 99,67,910; total 6,05,40,646.
• Sale percentages: 12.53% (TMHL) and 2.47% (TML).
• Post-holdings: TMHL 19,24,72,689; TML 1,67,66,351 (20,92,39,040).
• Post-sale percentages: 47.69% (TMHL) and 4.15% (TML); total 51.84%.
• Mode: Open Market; Date: Aug 12, 2026.
• Equity capital before/after: 403,60,43,090 shares (no change).
• Total diluted capital: 403,60,43,090 shares.

Financial Performance

• Revenue from operations up 20.2% YoY to INR 15,448 million.
• VAR up 18.4% YoY to INR 13,816 million.
• EBITDA rose 7.9% YoY to INR 2,469 million; margin 17.9% of VAR.
• PAT at INR 1,652 million; growth similar to EBITDA excluding Motocare one-off.
• Clean Air and Powertrain VAR 6,626 million (+9.6%); ART VAR 7,190 million (+27.9%).
• Exports accounted for 7% of current-quarter revenue.
• Annualized ROCE remains very strong.

Segment and Product Update

• ART momentum continues with DCx DaVinci platform; four new customers won.
• DCx32 launched to target A and B segment vehicles.
• Sanctioned MARD validation with a leading domestic OEM.
• Spark plug order from a leading PV OEM; new PV exhaust program.
• Cold end assembly program for global CNG platform; emissions aftertreatment program planned.

Capex and Projects

• FY27 capex guidance: INR 350-450 crores, including export capex.
• Capex includes two announced plants totaling about INR 140 crores.
• New ART plant in western India; investment ~INR 70 crores.
• Capex funded by internal accruals; company remains debt-free.
• First-half capex spend to be disclosed during Q2 (balance sheet in Sep).

Q&A Highlights

• Non-indexed RM costs partially recoverable; back-to-back with OEMs; some recoveries ongoing.
• Order book: management unable to share exact numbers; H1 order book to be reported later.
• Export vs domestic mix: roughly 70-30 internal to third-party OEMs; ratio may change.
• Royalty is 2.5% of revenue, reduced by intercompany sales.
• Capacity utilization: CAPT >80%; ART >90%; new ART plant investment ~INR 70 crores.
• DaVinci pricing delta not disclosed; adoption expected to lift margins over time.

Outlook and Guidance

• Double-digit top-line growth expected for FY27.
• DaVinci expansion and new launches to drive growth through FY27-29.
• Exports to grow as India becomes export hub; export margins in line or better than domestic.

Balance Sheet and Cash Flow

• Company remains debt-free; cash generation remains strong.
• 50-60% of EBITDA converts to cash.
• PAT margin 12% on VAR; ROCE remains strong.
• Export margins are in line or better than domestic margins.

Integrated Annual Report access update

• Company issued a letter to shareholders with non-registered emails, providing the Integrated Annual Report link for FY 2025-26.
• Copy of the letter is enclosed for records.
• Info also published on the company website under Investor Relations.
• Complies with Regulation 36(1)(b) of SEBI LODR in sharing report access.

Dematerialisation processing

• Dematerialisation requests for quarter ended 30 June 2026 were processed and confirmed to depositories.

Listing of dematerialised securities

• Securities dematerialised have been listed on the stock exchanges where earlier issues are listed.

Mutilation and cancellation of certificates

• Physical certificates for dematerialisation were mutilated and cancelled after verification; depository name substituted as registered owner.