Tonbo Imaging India Limited

• 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 certain anticipated orders to Fiscal 2027.(Operational)

• The business is cyclical and subject to government budget cycles, and tender-based procurement results in poor revenue visibility, which may adversely impact business, financial stability, results of operations, investor confidence, and the ability to secure financing.(Market)

• The episodic nature of emergency procurement leads to fluctuations in order volumes and revenue, making it difficult to forecast and plan long-term investments or resource allocation, and there is no guarantee that future conflict-driven demand spikes will result in orders for the Company.(Market)

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

• 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 competitive success.(Operational)

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

• The need to maintain readiness for both episodic surges and prolonged procurement cycles can strain resources, as the Company must balance the costs of maintaining capacity with the uncertainty of future demand.(Operational)

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

• Tonbo Imaging India Ltd. - DRHP15 Oct 2026
• Tonbo Imaging India Limited - DRHP14 Aug 2026