q) Provisions, contingent liabilities and contingent
assets
Provisions are recognised when an enterprise
has a present obligation as a result of past event;
it is probable that an outflow of resources will be
required to settle the obligation, in respect of which
a reliable estimate can be made. Provisions are
discounted to their present values, where the time
value of money is material. These are reviewed at
each balance sheet date and adjusted to reflect the
current best estimates.
Provisions are measured at the estimated
expenditure required to settle the present obligation,
based on the most reliable evidence available at the
reporting date, including the risks and uncertainties
associated with the present obligation. Provisions
are discounted to their present values, where the
time value of money is material.
Any reimbursement that the Company can be
virtually certain to collect from a third party with
respect to the obligation is recognised as a
separate asset. However, this asset may not exceed
the amount of the related provision.
All provisions are reviewed at each reporting date
and adjusted to reflect the current best estimate.
In cases where the outflow of economic resources
as a result of present obligations is considered
improbable or remote, no provision is recognised.
Contingent liability is disclosed for:
- Possible obligations which will be confirmed
only by future events not wholly within the
control of the Company or
- Present obligations arising from past events
where it is not probable that an outflow
of resources will be required to settle the
obligation or a reliable estimate of the amount
of the obligation cannot be made.
Contingent assets are not recognised. However,
when inflow of economic benefits is probable,
related asset is disclosed.
r) Cash and Cash Equivalents
Cash and cash equivalent comprise cash at banks
and on hand and short-term deposits with original
maturities of three months or less that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.
s) Trade and other payables
These amounts represent liabilities for goods
and services provided to the Company prior to
the end of financial year which are unpaid. The
amounts are unsecured and are paid as per the
terms of contracts with the supplier. Trade and
other payables are presented as current liabilities
unless payment is not due within 12 months after
the reporting period. They are recognised initially
at their fair value and subsequently measured at
amortised cost using the effective interest method.
t) Dividend
The final dividend on shares is recorded as a
liability on the date of approval by the shareholders
and interim dividends are recorded as a liability on
the date of declaration by the Company's Board of
Directors. Income tax consequences of dividends
on financial instruments classified as equity will be
recognized according to where the entity originally
recognized those past transactions or events that
generated distributable profits.
The Company declares and pays dividends in
Indian rupees. Companies are required to pay
/ distribute dividend after deducting applicable
taxes. The remittance of dividends outside India is
governed by Indian law on foreign exchange and is
also subject to withholding tax at applicable rates.
u) Segment reporting
Operating segments are reported in a manner
consistent with the internal reporting provided to
the Chief Operating Decision Maker.
The directors of Tenneco Clean Air India Limited
assess the financial performance and position of
the Company and make strategic decisions. The
director who has been identified as being the Chief
Operating Decision Maker is the Chief Executive
Officer and Whole-time Director. Refer Note 32 for
segment information presented.
v) Significant management judgement in applying
accounting policies and estimation uncertainty
The preparation of the Company's standalone
financial statements requires management to make
judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses,
assets and liabilities, and the related disclosures.
Significant management judgements
Recognition of deferred tax assets - The extent
to which deferred tax assets can be recognised is
based on an assessment of the probability of the
future taxable income against which the deferred
tax assets can be utilised.
Evaluation of indicators for impairment of assets
- The evaluation of applicability of indicators of
impairment of assets requires assessment of several
external and internal factors which could result in
deterioration of recoverable amount of the assets.
Classification of leases - The Company enters
into leasing arrangements for various assets. The
classification of the leasing arrangement as a
finance lease or operating lease is based on an
assessment of several factors, including, but not
limited to, transfer of ownership of leased asset
at end of lease term, lessee's option to purchase
and estimated certainty of exercise of such option,
proportion of lease term to the asset's economic
life, proportion of present value of minimum lease
payments to fair value of leased asset and extent of
specialised nature of the leased asset.
Impairment of financial assets - At each balance
sheet date, based on historical default rates
observed over expected life, the management
assesses the expected credit loss on outstanding
financial assets.
Provisions - At each balance sheet date basis the
management judgment, changes in facts and legal
aspects, the Company assesses the requirement of
provisions against the outstanding warranties and
guarantees. However, the actual future outcome
may be different from this judgement.
Significant estimates
Provision for Excess and Obsolete Inventory -
Management determines the allowance for excess
and obsolete inventory based on a review of items
with no consumption in the previous 12 months.
Provision of 100% is made against such inventories.
Useful lives of depreciable/amortisable assets -
Management reviews its estimate of the useful lives
of depreciable/amortisable assets at each reporting
date, based on the expected utility of the assets.
Uncertainties in these estimates relate to technical
and economic obsolescence that may change the
utility of certain software, customer relationships, IT
equipment and other plant and equipment.
Defined benefit obligation (DBO) - Management's
estimate of the DBO is based on a number of
underlying assumptions such as standard rates of
inflation, mortality, discount rate and anticipation
of future salary increases. Variation in these
assumptions may significantly impact the DBO
amount and the annual defined benefit expenses.
w) Standards that became effective during the year
There are no new Standards that became effective
during the year. Amendments that became effective
during the year did not have any material impact.
Notes:
1) Refer to Note 31(a) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
2) Buildings includes buildings which are developed on the leasehold land classified under right of use assets (refer note 4).
3) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both
during the current or previous period.
4) There is no property, plant and equipment that is pledged or under lien.
5) There are no impairment losses recognised during each reporting year.
Notes:
1. ) Refer to Note 31(a) for disclosure of contractual commitments for the acquisition of Intangible assets.
2. ) No Intangible assets are pledged as security by the Company.
3. ) There are no Intangible assets under development as at each reporting year.
4. ) The Company has not revalued its Intangible Assets as on each reporting year and therefore Schedule III disclosure
requirements with respect to fair value details is not applicable.
(ii) Lease related disclosures
(a) The Company has leases for Land, buildings and vehicles. With the exception of short-term leases and leases of low-
value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The
Company classifies its right-of-use assets in a consistent manner to its Land, buildings and vehicles.
(b) Total cash outflow for leases for the year ended March 31, 2026 was H 46.91 Millions (March 31, 2025 - H 37.33 Millions).
(c) The Company has short term lease agreements in which there are no lock in periods. The disclosure requirement
related to total commitment of short term leases is thus not applicable to the Company.
Note: During the year ended March 31, 2026, the Company's equity shares were listed on the National Stock Exchange of
India Limited (“NSE”) and BSE Limited (“BSE”) on November 19, 2025, pursuant to the completion of its Initial Public Offering
(“IPO”) through an Offer for Sale (“OFS”) of 90.68 Million equity shares of face value H10 each at an issue price of H397
per equity share by Tenneco Mauritius Holdings Limited (the “Selling Shareholder”). As per the offer agreement entered
between the Company and the Selling Shareholder, the selling shareholder shall reimburse the share issue expenses.
Accordingly, the Company has recovered the expenses incurred in connection with the issue on completion of IPO during
5. Financial Assets (Contd..)
the current year. The Company has received proceeds in the share escrow account aggregating to H36,000 Million, out
of which H29,231 Million was paid to the Selling Shareholder, and H 5,826.46 Million to various agencies for IPO expenses
(including taxes and stamp duty) up to 31 March 2026. The remaining funds amounting to H 942.54 Million, which are
yet to be paid to the selling shareholders after payments of balance IPO expenses, is held in share escrow account with
scheduled commercial bank. Being 100% OFS, the Company has not presented the utilisation of the proceeds of IPO.
(iv) Others
(a) Pursuant to the order dated April 20, 2021, for approval of reduction in share capital of the Company by the
Hon'ble National Company Law Tribunal, Chennai, the paid up share capital of the Company has been reduced
from H 7,777.13 Millions divided into 777,713,120 equity shares of H 10/- each to H 3,134.06 Millions divided into
313,406,120 equity shares of H 10/- each (refer note 40(a)).
(b) Pursuant to the order dated November 23, 2023, for approval of reduction in share capital of the Company
by the Hon'ble National Company Law Tribunal, Chennai, the paid up share capital of the Company has been
reduced from H 3,134.06 Millions divided into 31,34,06,120 equity shares of H 10/- each to H 2,140.89 Millions
divided into 21,40,88,829 equity shares of H 10/- each (refer note 40(b)).
11. Share Capital and Other Equity (Contd..)
Nature and purpose of other reserves
(i) Deemed Equity Contribution from Tenneco LLC:
Deemed Equity Contribution from Tenneco LLC reserve is used to recognise the grant date fair value of Restricted
Stock Units (RSUs) issued to employees by Tenneco LLC under 'Tenneco Inc.' Restricted Stock Units (RSUs) plan.
(ii) Securities Premium:
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited
purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
(iii) Retained earnings:
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to
general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement
loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
Changes to Employee Benefits upon notification of Labour Codes
The Government of India notified the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social
Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively, the ""Labour
Codes""). These Labour Codes, which have become effective from November 21, 2025, consolidate and rationalise 29
labour laws and introduce, among other matters, a uniform definition of ""Wages"". Also, the Labour Codes have modified
certain employee benefits and eligibility conditions in respect of those benefits. Accordingly, during the year, the Company
has amended its policies relating to employee benefits and modified its employment contracts to align such benefits with
the requirements of the Labour Codes. The changes include (i) alignment of the definition of Wages for social security
contributions / provisions and (ii) modifications to gratuity-related terms and take effect on and from November 21, 2025.
Past service cost resulting from plan amendments amounting to H 85.31 Million has been recognised immediately in the
Statement of Profit and Loss and has been classified as a part of ""Exceptional items"". H 11.32 Million being the higher current
service cost and the net interest on the net defined benefit liabilities (or assets), post the plan amendment, has been charged to
the Statement of Profit and Loss and has been classified as a part of ""Employee Benefits Expense"".
Note: During the year ended March 31, 2025, the Company completed a business combination under common control accounted
for using the pooling of interests method. In the standalone financial statements, Earning Per Share (“EPS”) has been computed
in accordance with Ind AS 33 using the weighted average number of equity shares actually outstanding during the period, and
shares issued have been considered from the date of allotment. Accordingly, prior period EPS has not been restated. In contrast,
the consolidated financial statements have been drawn up in accordance with Appendix C to Ind AS 103. Consequently, EPS
presented in the consolidated financial statements is not directly comparable with standalone EPS.
(e) Additional information:
(i) The information above has been determined to the extent such parties have been identified by the Company and
relied upon by the auditors.
(ii) There are no commitments in respect of related party transactions.
(iii) There are no provisions for doubtful debts related to the amount of outstanding balances.
(iv) The reimbusement of expenses received disclosed above does not include amount recovered from the IPO proceeds
towards the IPO expenses incurred by the Company on behalf of the selling shareholders (Refer note 5(b) for details).
27. Company had applied for unilateral APA application for a period of 5 years (F.Y.2023-24 to 2027-28) and for 3 rollback
years (F.Y.2020-21 to 2022-23) regarding payment of royalty (Technology and Trademark) and payment of management support
charges. Company is making payment at the specified rate as per the agreement during the year. However, the Company has
filed the APA withdrawal application with Income Tax authorities.
28. Fair value disclosures
i) Fair values hierarchy
Financial assets and financial liabilities measured at fair value in the statement of financial position are classified into
three Levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the
measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximize the use of observable market data rely as little as possible on entity specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
ii) Fair value of instruments measured at amortised cost
Cash and cash equivalents, other bank balances, trade receivables, other current financial assets, trade payables, current
borrowings and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities
of these instruments. The fair value of the financial assets and liabilities is the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
• The fair values of the long term borrowings are determined by using discounted cash flow method using the appropriate
discount rate. The discount rate is determined using other similar instruments incorporating the risk associated.
ii) Risk Management
The Company's activities expose it to market risk, liquidity risk and credit risk. The Company's board of directors has overall
responsibility for the establishment and oversight of the Company's risk management framework. This note explains the
sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the standalone
financial statements.
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed
to this risk for various financial instruments, for example by granting loans and receivables to customers, placing
deposits, etc. The Company's maximum exposure to credit risk is limited to the carrying amount of following types of
financial assets.
- cash and cash equivalents,
- trade receivables,
- loans and receivables measured at amortised cost, and
- deposits with banks
a) Credit risk management
The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring
defaults of customers and other counterparties, identified either individually or by the Company, and incorporates
this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments
with different characteristics. The Company assigns the following credit ratings to each class of financial assets
based on the assumptions, inputs and factors specific to the class of financial assets.
Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated
banks and diversifying bank deposits and accounts in different banks across the country.
Trade receivables
The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured
to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company
assesses increase in credit risk on an ongoing basis for amounts receivable that become past due and default is
considered to have occurred when amounts receivable become six months past due.
Other financial assets measured at amortised cost
Other financial assets measured at amortised cost includes loans and advances to employees, security deposits
and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such
amounts continuously, while at the same time internal control system in place ensure the amounts are within
defined limits.
The Company provides for expected credit losses based on the following:
The Company recognizes lifetime expected credit losses on trade receivables using a simplified approach,
wherein Company has defined percentage of provision by analysing historical trend of default based on the
criteria defined above. And such provision percentage determined have been considered to recognise life time
expected credit losses on trade receivables.
B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of
funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature
of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities.
Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on
the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity
operates. In addition, the Company's liquidity management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against
internal and external regulatory requirements and maintaining debt financing plans.
Maturities of financial liabilities
The tables below analyses the Company's financial liabilities into relevant maturity classification based on their
contractual maturities for all non-derivative financial liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. For balances due within 12 months
amounts equal their carrying values as the impact of discounting is not significant.
C) Market Risk
a) Foreign currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with
respect to the US Dollar, Euro and Chinese Yuan. Foreign exchange risk arises from recognised assets and
liabilities denominated in a currency that is not the functional currency of any of the Company. Considering the
low volume of foreign currency transactions, the Company's exposure to foreign currency risk is limited and the
Company hence does not use any derivative instruments to manage its exposure. Also, the Company does not
use forward contracts and swaps for speculative purposes.
(i) Foreign currency risk exposure:
The Company's exposure to foreign currency risk at the end of the reporting period expressed in
H, are as follows
b) Interest rate risk
i) Liabilities
The Company's policy is to minimize interest rate cash flow risk exposures on long-term financing. As at
March 31, 2026, the Company is exposed to changes in market interest rates through bank borrowings at
variable interest rates. The Company's investments in fixed deposits pay fixed interest rates.
ii) Assets
The Company's fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore
not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flows will fluctuate because of a change in market interest rates.
c) Price risk
The Company does not have any significant investments in equity instruments which create an
exposure to price risk.
30. Capital management
The Company' s capital management objectives are:
- to ensure the Company's ability to continue as a going concern
- to provide an adequate return to shareholders
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on
the face of balance sheet.
Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while
avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes of debt. The
Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount
of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
32. Segment information
As the Company's business activities fall within a single primary business segment viz. auto components for automobile industry,
the disclosure requirement of Indian Accounting Standard (Ind AS-108), Operating Segments is not applicable.
The following is the transactions by the Company with external customers individually contributing 10% or more of revenue
from operations:
a) Customer 1 represented approximately 17.77% of revenue from operations.
b) Customer 2 represented approximately 17.26% of revenue from operations.
c) Customer 3 represented approximately 15.93% of revenue from operations.
No other single customer represents 10% or more to the revenue of the Company for financial year ended March 31, 2026.
The Company has common assets for producing goods for India and outside countries. Hence, separate figures for assets/
additions to property, plant and equipment cannot be furnished.
33. Employee benefit obligations
A. Gratuity
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services, gets
a gratuity on departure at 15 days basic salary (last drawn) for each completed year of service on terms not less favorable
than the provisions of the payment of Gratuity Act, 1972. The scheme is funded with an insurance company in the form of
a qualifying insurance policy.
The following tables summaries the components of net benefit expense recognized in the Statement of Profit and Loss and
the funded status and amounts recognized in the balance sheet for the plan.
33. Employee benefit obligations (Contd..)
B. Other long term employee benefits
The compensated absences cover the Company liability for sick, casual and earned leave. The liability towards compensated
absence for the year ended March 31, 2026 based on the actuarial valuation carried out by using projected unit credit
method stood at H 99.62 Millions (March 31, 2025 : H 102.19 Millions).
34. Revenue related disclosures
a. Revenue from Contracts with Customers
Indian Accounting Standard 115 Revenue from Contracts with Customers (“Ind AS 115”), establishes a framework for
determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount,
timing and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised
through a 5-step approach:
(i) Identify the contract(s) with customer;
(ii) Identify separate performance obligations in the contract;
(iii) Determine the transaction price;
(iv) Allocate the transaction price to the performance obligations; and
(v) Recognise revenue when a performance obligation is satisfied.
b. Disaggregation of revenue
Revenue recognised mainly comprises of sale of products which majorly comprises of catalytic converters, mufflers and
exhaust pipes. Set out below is the disaggregation of the Company's revenue from contracts with customers:
f. Satisfaction of performance obligations
The Company's revenue is derived from the single performance obligation to transfer primarily its products under
arrangements in which the transfer of control of the products and the fulfilment of the Company's performance obligation
occur at the same time. Revenue from the sale of goods is recognized when the Company has transferred control of the
goods to the buyer and the buyer obtains the benefits from the goods, the potential cash flows and the amount of revenue
(the transaction price) can be measured reliably, and it is probable that the Company will collect the consideration to which
it is entitled to in exchange for the goods.
Whether the customer has obtained control over the asset depends on when the goods are made available to the carrier or
the buyer takes possession of the goods, depending on the delivery terms. Revenue is measured at the transaction price
of the consideration received or receivable, the amount the Company expects to be entitled to.
g. Payment terms
The sale of goods is typically made under credit payment terms differing from customer to customer and ranges between
30-90 days (excluding transit days).
35. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
On the basis of confirmation obtained from suppliers who have registered themselves under the Micro, Small and Medium
Enterprise Development Act, 2006 (MSMED Act, 2006) and based on the information available with the Company, the following
are the details:
36. Per transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961, the Company is required to use
certain specific methods in computing arm's length prices of international transactions with associated enterprises and
maintain adequate documentation in this respect. Since law requires existence of such information and documentation to be
contemporaneous in nature, the Company has appointed independent consultants for conducting a Transfer Pricing Study
(the ‘Study') to determine whether the transactions with associate enterprises undertaken during the financial year are on an
"arms length basis". Management is of the opinion that the Company's international transactions are at arm's length and that the
results of the on-going study will not have any impact on the standalone financial statements and the independent consultants
appointed have also preliminarily confirmed that they do not expect any transfer pricing adjustments.
(iii) There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the
statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961
(viii) The Company have not been declared willful defaulter by any bank or financial institution or government or any
government authority.
(ix) The Company has not entered into any scheme of arrangement in terms of sections 230 to 237 of the Companies Act,
2013, which has an accounting impact on current financial year.
(x) The Company has been sanctioned a working capital limit in excess of H 5 crore by bank on the basis of security of
current assets during the year. The Company has not utilised the said amount. Pursuant to the terms of the sanction
letter, the Company is not required to file any quarterly return or statement with such banks or financial institutions till
the time the said limit remains unutilised. As at the year end, the sanctioned working capital limit has been withdrawn.
(xi) As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts)
Fourth Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain back-up on
daily basis of such books of account and other relevant books and papers maintained in electronic mode that should
be accessible in India at all the time. Also, the Companies are required to create backup of accounts on servers
physically located in India on a daily basis. The books of account along with other relevant records and papers of the
Company are maintained in electronic mode. These are readily accessible in India at all times however backup is not
maintained in India.
(xii) The Company did not have any long term contracts including derivative contracts for which there were any material
foreseeable losses.
39. As at March 31, 2026, the Company has an outstanding payable for import of goods and services for a period exceeding
six month from date of shipment amounting to H6.96 Million (subsequently paid HNil) which exceeds the permissible time frame
stipulated by Reserve Bank of India ('RBI') Master Direction No.17/2016-17, Import of Goods and services issued by the RBI dated
January 01, 2016 (amended from time to time).
As at March 31, 2026, the Company has an outstanding receivable for export of goods and services for a period exceeding nine
month from the date of shipment of goods or the date of invoice, whichever is later amounting to H79.66 Million (subsequently
received HNil) which exceeds the permissible time frame stipulated by Reserve Bank of India ('RBI') Master Circular No.10/2011-12,
Export of Goods and services issued by the RBI dated July 01, 2011 (amended from time to time).
As per the assessment performed by the Company, the consequential impact of this matter, including the liability for penal
charges, if any, on the standalone financial statements is presently not expected to be material and therefore no provision made
in standalone financial statements.
40. Capital reduction
(a) Board of directors of Company at its meeting held on October 14, 2019 have approved the Scheme of Reduction of Capital
pursuant to the provision of Section 66 of the Companies Act, 2013. The said scheme has been approved by shareholder
of the Company in its extra ordinary general meeting on October 16, 2019. The reduction in share capital of the Company
has been approved by the Hon'ble National Company Law Tribunal, Chennai vide order dated April 20, 2021. Pursuant to
the said order, the paid up share capital of the Company is reduced from H 7,777.13 Millions divided into 777,713,120 equity
shares of H 10/- each to H 3,134.06 Millions divided into 313,406,120 equity shares of H 10/- each in the previous year. The
resultant surplus of H 4,643.03 Millions is adjusted against Capital Reserve Account.
(b) Board of directors of Company at its meeting held on June 07, 2022 have approved the Scheme of Reduction of Capital
pursuant to the provision of Section 66 of the Companies Act, 2013. The said scheme has been approved by shareholder
of the Company in its extra ordinary general meeting on June 08, 2022. The reduction in share capital of the Company has
been approved by the Hon'ble National Company Law Tribunal, Chennai vide order dated November 23, 2023. Pursuant to
the said order, the paid up share capital of the Company is reduced from H 3,134.06 Millions divided into 313,406,120 equity
shares of H 10/- each to H 2,140.89 Millions divided into 214,088,829 equity shares of H 10/- each in the previous year. The
99,317,291 equity shares have been reduced at a premium of H 2 per share. The total outlay of H 1191.81 Millions is adjusted
against Capital Reserve Account of H 342.17 Millions and H 849.64 Millions is returned to shareholders.
41. Dividend
Dividends paid during the year ended March 31, 2026 at H 1.28 per equity share (amounting to H516.61 Millions), at H 2.9732 per
equity share (amounting to H 1,200.00 Millions), at H 8.67 per equity share (amounting to H 3,499.24 Millions) and at H 12.76 per
equity share (amounting to H 5,150.00 Millions) towards interim dividend.
Dividends paid during the year ended March 31, 2025 at H 4.288 per equity share (amounting to H918.01 Millions), at H 1.373 per
equity share (amounting to H 293.94 Millions), at H 3.55 per equity share (amounting to H 760.02 Millions) and at H 2.02 per equity
share (amounting to H 432.46 Millions) towards interim dividend.
42. On March 26, 2025, the Company ('the Transferee Company"), directly acquired the shareholding in the businesses of
entities namely Federal-Mogul Ignition Products India Limited, Federal Mogul Sealings India Limited, Federal Mogul Bearings
India Limited & Tenneco Automotive India Private Limited (together referred as "Transferor Companies") which were ultimately
controlled by the same parties who control it, both before and after the business combination. The consideration paid was
determined based on a share-swap ratio. As per the share swap ratio approved by the Board in its meeting held on March
26, 2025, Transferee Company has issued 189,515,480 Equity Shares of H 10 each ("New Equity Shares") to Shareholders of
Transferor Companies. Pursuant to this transaction, Federal-Mogul Ignition Products India Limited, Federal Mogul Sealings India
Limited, Federal Mogul Bearings India Limited & Tenneco Automotive India Private Limited became subsidiaries of the Company.
43. The Company has used an accounting software for maintaining its books of account for the year ended March 31, 2026
which has a feature of recording audit trail (edit log) facility and the audit trail feature at the application level has operated
throughout the year for all relevant transactions recorded in the software. However, audit trail was not enabled at the database
level to log any direct data changes. The audit trail that was enabled and operated for the year ended March 31, 2025 has been
preserved by the Company as per the statutory requirements for record retention.
44. Subsequent to the year end, the Shareholders of the Company has ratified and approved amended Employee Stock Option
Scheme 2025 by way of special resolution on May 04, 2026 through remote e-voting system.
45. Rounding off
Amounts mentioned as "0" in the standalone financial statements denote amounts rounded off being less than INR ten thousand
and rounding differences may occur between individual figures and totals.
46. Previous Year Figures
Previous Year Figures have been regrouped / reclassified wherever necessary.
The accompanying notes are an integral part of the standalone financial statements.
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