Tonbo Imaging India Ltd.

• to achieve the benefits of listing the Equity Shares of face value of ₹2 each on the Stock Exchanges and for the Offer for Sale of up to 12,174,046 Equity Shares of face value of ₹2 each aggregating to ₹[●] million

Except as stated below, as on the date of this Red Herring Prospectus, there are no outstanding (i) criminal proceedings, (ii) action and proceedings by statutory or regulatory authorities, (iii) claims related to direct or indirect tax matters, and (iv) litigation proceedings that are otherwise material, in each case, involving our Company, our Promoters, Subsidiaries and our Directors, and (v) criminal proceedings (including first information reports whether or not cognizance has been taken by any court or judicial authority), and action and proceedings taken by regulatory authorities and statutory authorities involving the Key Managerial Personnel and Senior Management; or (vi) pending outstanding litigation proceedings involving our Group Company which may have a material impact on our Company. Further there are no disciplinary actions including penalty imposed by the SEBI or stock exchanges against our Promoters in the last five Financial Years including any outstanding action.

• Revenue from operations decreased to ₹3,626.48 million in Fiscal 2026 from ₹4,690.80 million in Fiscal 2025, primarily due to delays in the execution of certain international orders arising from the West Asia conflict and the deferment of anticipated orders to Fiscal 2027.(Operational)

• The business is cyclical and subject to geopolitical instability, leading to episodic demand surges and drops that result in revenue volatility and poor visibility, making it difficult to forecast and plan long-term investments.(Market)

• The bid to win ratio decreased to 14.29% in the three months ended June 30, 2026, from 40.91% in Fiscal 2024, indicating a decline in the ability to secure orders.(Operational)

• The Company incurred a loss of ₹(177.37) million in the three months ended June 30, 2026, attributed to lower revenue recognition and uniformly distributed expenses like employee benefits and depreciation.(Financial)

• The Company has a short-term, non-recurring contract structure with a majority of customers based on tenders, which may be adversely affected if customers choose not to source requirements from the Company or terminate contracts.(Operational)

• The Company has a wholly owned subsidiary, Tonbo Systems Pty Ltd, incorporated on July 10, 2024, and a subsidiary, Tonbo LLC, incorporated on September 3, 2024, with restated financial information for Fiscal 2025 derived from special-purpose consolidated financial statements.(Financial)

• The Company operates in the defence electronics sector, which is exposed to complex government procurement processes characterised by extended timelines, multiple layers of scrutiny, and dependence on government budget cycles.(Regulatory)

• The Company's revenue from operations in the three months ended June 30, 2026, is low primarily due to the seasonality of the business and slow execution.(Operational)

• Tonbo Imaging India Limited- RHP12 Oct 2026
• Tonbo Imaging India Limited - DRHP14 Aug 2026