Tenneco Clean Air India Limited has published newspaper advertisements in The Financial Express and Makkal Kural to notify shareholders of its 8th Annual General Meeting (AGM) scheduled for Friday, August 28, 2026. The meeting, to be held via Video Conferencing or Other Audio Visual Means (VC/OAVM), will seek approval for critical governance changes, including a remuneration revision for Chief Executive Officer Arvind Chandrasekharan and the appointment of Noah Jesse Falk as a Non-Executive Non-Independent Director. Shareholders can exercise their voting rights through remote e-voting from Tuesday, August 25, 2026, at 9:00 a.m. (IST) to Thursday, August 27, 2026, at 5:00 p.m. (IST), with the cut-off date for determining eligibility set as August 21, 2026.

The company dispatched electronic copies of the AGM notice and the Annual Report for the Financial Year 2025-26 on August 6, 2026, in compliance with Ministry of Corporate Affairs (MCA) General Circular No. 14/2020 and subsequent circulars, including General Circular No. 3/2025 dated September 22, 2025. In accordance with Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company also sent letters to members without registered email addresses, providing web-links to access the documents. The intimation was submitted to the National Stock Exchange of India Limited and BSE Limited on August 6, 2026, under Regulation 30 and Regulation 47 of the SEBI Listing Regulations, signed by Company Secretary and Compliance Officer Roopali Singh.

Key Resolutions and Governance Changes

Shareholders will vote on several ordinary and special resolutions during the AGM. The most material item involves the revision of Mr. Chandrasekharan’s compensation structure, effective April 1, 2026, through January 31, 2028. This revision aims to align his remuneration with market benchmarks following the company’s successful listing in November 2025. Additionally, the Board seeks approval for the appointment of Mr. Falk, who was appointed as an Additional Director on May 30, 2026. Two existing directors, Nathan Patrick Bowen and Prakash Mahesh, retire by rotation and offer themselves for re-appointment. The meeting will also cover the adoption of audited financial statements for FY25-26, which reported Revenue from Operations of ₹54,040 Million and Profit After Tax of ₹6,044 Million.

CEO Remuneration Revision Details

The proposed revision increases Mr. Chandrasekharan’s basic salary from ₹235.53 Lakh per annum to ₹260 Lakh per annum, with a ceiling of ₹390 Lakh per annum during his tenure. Allowances are revised from ₹174.60 Lakh to ₹190.50 Lakh per annum, capped at ₹285 Lakh per annum. The Performance Linked Incentive remains at a target value not exceeding 50% of Total Cost to Company, with actual payouts ranging from 0% to 210% based on performance metrics. He is also eligible for Long-Term Incentive Plan (LTIP) awards estimated at ₹250 Lakh per annum, not exceeding 70% of Fixed Salary.

E-Voting and Meeting Logistics

Remote e-voting will be facilitated by Central Depository Services Limited (CDSL). Members holding shares in physical or dematerialised form as on the cut-off date of August 21, 2026, may cast their votes electronically via www.evotingindia.com . The facility to appoint proxies is not available for this VC/OAVM meeting, though corporate members may appoint authorized representatives. The Board has appointed Nitesh Latwal of PI & Associates as the scrutiniser to ensure a fair and transparent voting process. Voting results will be declared within two working days from the conclusion of the AGM and displayed on the company’s website.

What the Numbers Show

The FY25-26 financial results highlight a strong operational turnaround post-IPO. With Revenue from Operations reaching ₹54,040 Million and PAT at ₹6,044 Million, the company maintained a net debt-free position. The decision to revise executive compensation appears linked to this improved financial health and the strategic imperative to retain leadership talent during a critical growth phase. The appointment of Mr. Falk, with his private equity background, signals a focus on capital efficiency and long-term value creation, complementing the existing board’s manufacturing expertise.

Tenneco Clean Air India Limited has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26 with BSE Limited and the National Stock Exchange of India Limited, as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report, submitted on August 6, 2026 and signed by Company Secretary and Compliance Officer Roopali Singh, covers the standalone operations of the company and is also incorporated as part of the Integrated Annual Report for FY2025-26. The BRSR Core disclosures have been independently assured by Adwin Advisory Services Private Limited, which has provided reasonable assurance on core parameters for the reporting period April 1, 2025 to March 31, 2026.

Company Overview and Business Activities

Tenneco Clean Air India, incorporated in 2018 and headquartered at Paras Twin Towers, Gurugram, operates four manufacturing plants — two at Chakan, one in Chennai, and one at Pithampur — along with one corporate office. The company manufactures and supplies critical, highly engineered, and technology-intensive clean air solutions to major automotive Original Equipment Manufacturers (OEMs). Its paid-up capital stands at INR 4,03,60,43,090. The company's primary product, exhaust systems for motor vehicles (NIC Code 29301), accounts for 97.31% of total turnover, with automotive components manufacturing constituting 100% of business activity by turnover. Exports contributed approximately 4% of total turnover during the reporting period, with the company serving customers across 14 states nationally and 11 countries internationally.

Workforce and Employee Well-Being

As at the end of FY2025-26, Tenneco Clean Air India employed a total of 425 employees and 2,105 workers on a standalone basis. The workforce is predominantly male, with females representing 4.47% of total employees and 4.18% of total workers. The company reported nil differently abled employees or workers during the reporting period. All permanent and other-than-permanent employees are covered at 100% under both health insurance and accident insurance. The company's Board of Directors comprises 8 members, of whom 1 (12.50%) is female, while Key Managerial Personnel includes 3 members, of whom 1 (33.33%) is female.

Turnover rates for permanent employees stood at 19.54% (male), 36.36% (female), and 20.44% (total) in FY2025-26, compared to 24.12%, 10.26%, and 23.34% respectively in FY2024-25. For permanent workers, the total turnover rate was 0.50% in FY2025-26, unchanged from FY2023-24. Cost incurred on well-being measures as a percentage of total revenue was 0.1% in both FY2025-26 and FY2024-25. Gross wages paid to females as a percentage of total wages increased to 5.53% in FY2025-26 from 4.08% in FY2024-25.

Environmental Performance and Sustainability

Tenneco Clean Air India reported measurable progress in its environmental performance during FY2025-26. Scope 1 and Scope 2 GHG emissions declined, with total Scope 1 emissions at 375.69 tCO2e and total Scope 2 emissions at 5,141.28 tCO2e, representing an overall reduction of approximately 16% compared to the prior year. Renewable energy accounted for 23% of total energy consumption during the reporting period. The company has set goals to achieve 50% renewable energy usage by 2030 and to reduce Scope 1 and Scope 2 GHG emissions by 50% by 2030, from a 2024 baseline.

Key environmental initiatives during the reporting period included a 920 kWp rooftop solar plant at the Chakan facility generating approximately 8,70,000 kWh annually and reducing approximately 350 tonnes of CO₂e, and a Power Purchase Agreement at the Chennai facility through which more than 90% of the facility's energy is sourced from renewable solar and wind energy. Recycled steel accounted for 11.05% of input material by value in FY2025-26, up from 8.83% in FY2024-25. The company does not have operations in or around ecologically sensitive areas and reported no material environmental non-compliances during the period.

Health, Safety, and Governance

All four manufacturing facilities are certified to ISO 45001:2018, ISO 14001:2015, and IATF 16949, with 80% of plants and offices assessed for health and safety practices and working conditions during FY2025-26. The Lost Time Injury Frequency Rate (LTIFR) was 0.28 per one million person hours worked, with one total recordable work-related injury and no fatalities reported among employees and workers. The company reported nil monetary penalties, fines, or compounding fees, and nil non-monetary punishments or imprisonments during the reporting period. No disciplinary actions by law enforcement agencies for bribery or corruption were recorded against any directors, KMPs, employees, or workers in FY2025-26 or FY2024-25.

The company's CSR activities during FY2025-26 included the National Apprentice Promotion Scheme (34 beneficiaries), the Flexi MoU Scheme for apprentice training (338 beneficiaries), general health and eye checkup camps (2,205 beneficiaries), installation of air purifiers (2,097 beneficiaries), a Work Integrated Learning Program (97 beneficiaries), and support for athletes and para-athletes in preparation for the 2028 Olympics (218 beneficiaries, comprising 151 athletes and 67 para-athletes). The CSR-applicable turnover was INR 22,885.20 Million and net worth was INR 60,380.68 Million. Input material sourced directly from MSMEs and small producers represented 52.12% of total inputs by value in FY2025-26, compared to 50.17% in FY2024-25, while inputs sourced directly from within India stood at 89.90% versus 90.65% in the prior year.

Business Openness and Governance Disclosures

Purchases from trading houses as a percentage of total purchases were 6.47% in FY2025-26, marginally lower than 6.58% in FY2024-25, with purchases concentrated among three trading houses accounting for 100% of trading house purchases in both years. Related party transactions as a share of total purchases stood at 0.71% (FY2025-26) versus 0.63% (FY2024-25), while related party sales represented 3.27% of total sales compared to 3.14% in the prior year. The number of days of accounts payables increased to 126 in FY2025-26 from 95 in FY2024-25. Capital expenditure directed toward technologies to improve environmental and social impacts represented 11.53% of total capex in FY2025-26, a significant increase from 0.39% in FY2024-25, while R&D investment in such technologies remained at 100% in both years. The company is a member of one trade association — ECMA (Emission Controls Manufacturing Association) — at the national level. No data breaches, product recalls, or consumer complaints related to data privacy, advertising, or cyber-security were reported during the reporting period.