Tenneco Mauritius Holdings Limited and Tenneco (Mauritius) Limited, collectively the promoters of Tenneco Clean Air , disposed of a 15% stake in the company through the open market. The sale was executed on August 12, 2026, reducing the promoters' aggregate holding from 66.84% to 51.84%.

The disclosure was made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Kevin L. Freeman, Director for both selling entities, signed the disclosure from Chicago, Illinois. The company received the disclosures on August 13, 2026, and filed them with the exchanges on August 14, 2026.

Shareholding Changes

The promoters sold a total of 6,05,40,646 equity shares. Tenneco Mauritius Holdings Limited sold 5,05,72,736 shares, while Tenneco (Mauritius) Limited sold 99,67,910 shares. Neither entity holds any encumbered shares or voting rights other than through equity shares.

The total equity share capital of Tenneco Clean Air remains unchanged at 40,36,04,309 shares with a face value of ₹10 each. This figure is based on the shareholding pattern for the quarter ended June 30, 2026. The diluted share capital also stands at 40,36,04,309 shares, indicating no outstanding convertible securities or warrants.

Regulatory Context

The sellers are classified as part of the Promoter/Promoter group. The shares are listed on both the National Stock Exchange of India Limited and BSE Limited. The disclosure confirms that no warrants, convertible securities, or other instruments entitling the acquirer to receive shares were involved in the transaction.

Tenneco Clean Air India Limited delivered robust financial performance in the first quarter of fiscal year 2027 (Q1FY27), reporting a 20.2% year-on-year increase in revenue from operations to ₹15,448 million. The growth was primarily driven by strong momentum in its Advanced Ride Technologies (ART) segment, which saw value-added revenue (VAR) surge by 27.9%, alongside continued market share expansion in its Clean Air and Powertrain Solutions business. Despite headwinds from commodity inflation, geopolitical disruptions, and incremental costs associated with operating as a newly listed public entity, the company sustained profitability with an EBITDA of ₹2,469 million, representing a 17.9% margin on VAR.

The earnings conference call, held on August 6, 2026, provided detailed insights into the operational drivers behind these figures. Management highlighted that value-added revenue grew 18.4% year-on-year to ₹13,816 million, outperforming the served addressable market. Profit after tax (PAT) stood at ₹1,652 million. Arvind Chandra, Whole-Time Director and CEO, noted that PAT growth was comparable to EBITDA growth when excluding a one-time benefit from the sale of the Motocare business recorded in the corresponding quarter last year. The company submitted the transcript of this call to the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange (BSE) pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Segment Performance and Market Share

The ART segment emerged as the key growth engine, delivering VAR of ₹7,190 million, up 27.9% year-on-year. This acceleration was fueled by increasing adoption of the proprietary DCx DaVinci platform and the addition of four new customers. Chandra emphasized that the DCx technology is disrupting the market by offering superior ride performance at an affordable cost, targeting A and B segment vehicles with the newly introduced DCx32 variant. Meanwhile, the Clean Air and Powertrain Solutions segment recorded VAR of ₹6,626 million, reflecting a 9.6% year-on-year growth. Although this trailed industry growth rates, management clarified that their served addressable market excludes electric vehicles (EVs) and one major Japanese OEM where they currently lack presence. Adjusted for these factors, their growth outpaced the relevant market segment.

Market share gains were evident across core businesses. The commercial vehicle Clean Air Solutions business increased its value market share from 57% to 58% in FY26, while the passenger vehicle shock absorbers and struts business expanded from 52% to 55%. In off-highway Clean Air Solutions, the company maintained a dominant 68% market share.

Financial Metrics and Operational Efficiency

Mahender Chhabra, Chief Financial Officer, explained that while EBITDA margins faced pressure from non-indexed commodity costs (rubber, plastics, crude oil derivatives) and rupee depreciation, the company mitigated impacts through productivity initiatives and customer recoveries amounting to 60 basis points. Capacity utilization remained high, exceeding 90% in ART and over 80% in Clean Air and Powertrain Solutions (CAPT).

Strategic Wins and Export Growth

The quarter marked significant strategic advancements, including a maiden spark plug order from a leading Indian passenger vehicle OEM, signaling entry into a new white-space opportunity. Additional wins included a passenger vehicle exhaust program with a domestic OEM and a cold end assembly program for a global OEM’s CNG platform. On the export front, the company secured its first order from a European all-terrain vehicle manufacturer and a heat shield order from Tenneco America. Exports currently constitute slightly over 7% of total revenue, with the export order book split approximately 70% to internal Tenneco entities and 30% to third-party OEMs.

What the Numbers Show

The divergence between top-line growth (20.2%) and EBITDA growth (7.9%) highlights the immediate impact of external cost pressures and the transition to public listing compliance costs. However, the resilience of the 17.9% EBITDA margin on VAR demonstrates effective cost management and pricing power. The significant outperformance of the ART segment (27.9% VAR growth) versus Clean Air (9.6%) suggests a shifting revenue mix towards higher-margin suspension technologies. With capacity utilization above 90% in ART, the announced capex plan of ₹350–₹450 crore for FY27 is critical to sustaining this momentum, particularly as the company localizes production for the DCx platform to capture the mass-market A and B segments.