Tenneco Clean Air India Ltd IPO

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.

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.

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.

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.

The company's 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.

The company's 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.

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.

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.

The company's 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.

The company's 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.