Tonbo Imaging India Limited

DRAFT RED HERRING PROSPECTUS Dated December 22, 2025 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer (Please scan this QR Code to view the Draft Red Herring Prospectus) TONBO IMAGING INDIA LIMITED CORPORATE IDENTITY NUMBER: U74140KA2003PLC033043 REGISTERED CONTACT TELEPHONE AND E- CORPORATE OFFICE WEBSITE OFFICE PERSON MAIL No.3 Chikkayellappa Tower-II, 1st C Main, No. 235, 18th Main, 6th Ankita Agarwalla Tel: +91 80 41 999 555 Sarjapur Main Road, Block, Koramangala, Company Secretary Email: www.tonboimaging. Jakkasandra Extension, Bengaluru Urban, Bengaluru and Compliance compliance@tonboimaging. com Chikkayellappa Industrial 500 095, Karnataka, India Officer com Layout, Bengaluru 560 034, Karnataka, India OUR PROMOTERS: ANKIT KUMAR, ARVIND KONDANGI LAKSHMIKUMAR AND CECILIA D’SOUZA DETAILS OF THE OFFER TO PUBLIC FRESH OFFER FOR SALE TYPE ISSUE TOTAL OFFER SIZE ELIGIBILITY AND SHARE RESERVATION SIZE SIZE Offer for Not Up to 18,085,246 Equity Up to 18,085,246 The Offer is being made pursuant to Regulation 6(1) Sale applicable Shares of face value of ₹2 Equity Shares of face of the Securities and Exchange Board of India (Issue each aggregating to ₹[●] value of ₹2 each of Capital and Disclosure Requirements) million aggregating to ₹[●] Regulations, 2018, as amended (“SEBI ICDR million Regulations”). For further details, see “Other Regulatory and Statutory Disclosures – Eligibility for the Offer” and “Offer Structure” on pages 433 and 452 respectively. For details in relation to share allocation and reservation among Qualified Institutional Buyers (“QIBs”), Non-Institutional Investors (“NIIs”), Retail Individual Investors (“RIIs”) and Eligible Employees, see “Offer Structure” on page 452. DETAILS OF THE SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION WEIGHTED AVERAGE NUMBER OF EQUITY SHARES COST OF ACQUISITION NAME# TYPE OFFERED/ AMOUNT PER EQUITY SHARE (₹)( 1)(2) Arvind Kondangi Promoter Selling Shareholder Up to 1,150,000 Equity Shares of face value Nil Lakshmikumar of ₹2 each aggregating to ₹[●] million Ankit Kumar Promoter Selling Shareholder Up to 580,000 Equity Shares of face value 33.91 of ₹2 each aggregating to ₹[●] million Cecilia D’Souza Promoter Selling Shareholder Up to 230,000 Equity Shares of face value 33.91 of ₹2 each aggregating to ₹[●] million Vinimaya Advisory LLP Promoter Group Selling Up to 339,700 Equity Shares of face value 197.06 Shareholder of ₹2 each aggregating to ₹[●] million CEAQ Technologies Investor Selling Shareholder Up to 10,164,500 Equity Shares of face 4.83 Private Limited value of ₹2 each aggregating to ₹[●] million CEAQ Technologies Investor Selling Shareholder Up to 4,899,896 Equity Shares of face value 9.13 Pte. Ltd. of ₹2 each aggregating to ₹[●] million Timothy Guy Mitchell Investor Selling Shareholder Up to 208,700 Equity Shares of face value Negligible of ₹2 each aggregating to ₹[●] million Artiman Partners LLC Investor Selling Shareholder Up to 197,350 Equity Shares of face value 147.19 of ₹2 each aggregating to ₹[●] million Amit Dilip Shah* Investor Selling Shareholder Up to 84,600 Equity Shares of face value of 172.73 ₹2 each aggregating to ₹[●] million Ramesh Radhakrishnan Investor Selling Shareholder Up to 80,000 Equity Shares of face value of 147.15 ₹2 each aggregating to ₹[●] million • As certified by our Statutory Auditor, by way of their certificate dated December 22, 2025. • Adjusted for bonus issuance and sub-division of equity shares. *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. # For the complete list of the Selling Shareholders and their details, see “Summary of this Draft Red Herring Prospectus – Average cost of acquisition of the Equity Shares held by our Promoters and Selling Shareholders” and “Other Regulatory and Statutory Disclosures – Authority for the Offer” on pages 26 and 432 respectively.RISKS IN RELATION TO THE FIRST OFFER This being the first public offering of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹2 each. The Floor Price, Cap Price and the Offer Price as determined by our Company, in consultation with the book running lead managers (“BRLMs”), on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process and in accordance with SEBI ICDR Regulations, and as stated in “Basis for Offer Price” on page 125, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, Investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 33. ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly, accept responsibility for and confirm only statements expressly made in this Draft Red Herring Prospectus solely in relation to such Selling Shareholder and their respective Offered Shares and confirm that such statements are true and correct in all material respects and are not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assume no responsibility for any other statements, disclosures and undertakings, including without limitation, any of the statements, disclosures and undertakings made by or in relation to our Company or its business or any other Selling Shareholders or any other person(s), in this Draft Red Herring Prospectus. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges, being BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”). For the purposes of the Offer, [●] is the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS CONTACT NAME AND LOGO OF THE BOOK RUNNING LEAD MANAGERS TELEPHONE AND E-MAIL PERSON(S) Tel: +91 22 6630 3030 JM Financial Limited Prachee Dhuri E-mail: tonbo.ipo@jmfl.com Gaurav Mittal/ IIFL Capital Services Limited Tel: +91 22 4646 4728 Pawan Kumar Jain (formerly known as IIFL Securities Limited) E-mail: tonbo.ipo@iiflcap.com REGISTRAR TO THE OFFER NAME OF THE REGISTRAR CONTACT PERSON TELEPHONE AND E-MAIL KFin Technologies Limited M. Murali Krishna Tel: +91 40 6716 2222/ 1800 309 4001 E-mail: tonbo.ipo@kfintech.com BID/OFFER PERIOD ANCHOR BID/OFFER BID/OFFER CLOSES INVESTOR [●] [●] [●] OPENS ON(1) ON(2)(3) BIDDING DATE(1) (1) Our Company, in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date. (2) Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations. (3) UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.DRAFT RED HERRING PROSPECTUS Dated December 22, 2025 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer TONBO IMAGING INDIA LIMITED Our Company was originally incorporated as “Sarnoff Innovative Technologies Private Limited” as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated December 18, 2003, issued by the Registrar of Companies, Karnataka at Bengaluru (“RoC”). Subsequently, the name of our Company was changed to “Serial Innovations India Private Limited” pursuant to a certificate of incorporation dated August 14, 2008 issued by the RoC and thereafter, the name of our Company was changed to “Tonbo Imaging India Private Limited” pursuant to a certificate of incorporation dated May 13, 2016 issued by the RoC. Upon the conversion of our Company from a private limited company to a public limited company, pursuant to a resolution passed by the Board of Directors dated August 15, 2025, and a Shareholders’ resolution dated August 15, 2025, the name of our Company was changed to “Tonbo Imaging India Limited”, and a fresh certificate of incorporation dated September 11, 2025 was issued by the RoC. For details of changes in the name and the Registered Office of our Company, see “History and Certain Corporate Matters” on page 271. Registered Office: No.3 Chikkayellappa Tower-II, 1st C Main, Sarjapur Main Road, Jakkasandra Extension, Chikkayellappa Industrial Layout, Bengaluru 560 034, Karnataka, India Corporate Office: No. 235, 18th Main, 6th Block, Koramangala, Bengaluru Urban, Bengaluru 500 095, Karnataka, India Contact Person: Ankita Agarwalla, Company Secretary and Compliance Officer; Tel: +91 80 41 999 555 E-mail: compliance@tonboimaging.com; Website: www.tonboimaging.com; Corporate Identity Number: U74140KA2003PLC033043 OUR PROMOTERS: ANKIT KUMAR, ARVIND KONDANGI LAKSHMIKUMAR AND CECILIA D’SOUZA INITIAL PUBLIC OFFER OF UP TO 18,085,246 EQUITY SHARES OF FACE VALUE OF ₹2 EACH (“EQUITY SHARES”) OF TONBO IMAGING INDIA LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING TO ₹[●] MILLION THROUGH AN OFFER FOR SALE (THE “OFFER” OR “OFFER FOR SALE”) OF UP TO 1,150,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY ARVIND KONDANGI LALKSHMIKUMAR, UP TO 580,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY ANKIT KUMAR, UP TO 230,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY CECILIA D’SOUZA (COLLECTIVELY REFERRED TO AS THE “PROMOTER SELLING SHAREHOLDERS”), UP TO 339,700 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY VINIMAYA ADVISORY LLP (THE “PROMOTER GROUP SELLING SHAREHOLDER”), UP TO 10,164,500 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY CEAQ TECHNOLOGIES PRIVATE LIMITED, UP TO 4,899,896 EQUITY SHARES OF FACE VALUE OF ₹2 EACH BY CEAQ TECHNOLOGIES PTE. LTD., UP TO 208,700 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY TIMOTHY GUY MITCHELL, UP TO 197,350 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY ARTIMAN PARTNERS LLC, UP TO 84,600 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY AMIT DILIP SHAH*, UP TO 80,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY RAMESH RADHAKRISHNAN, UP TO 69,400 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY ARTIMAN VENTURES SELECT 2014 L.P., UP TO 1,100 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY ARTIMAN VENTURES SELECT 2014 PRINCIPALS FUND L.P., (COLLECTIVELY, “INVESTOR SELLING SHAREHOLDERS”), AND UP TO 80,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING TO ₹[●] MILLION BY TIRUVIDAIMARUDHUR SRIVATSAN SIVASHANKAR AND MEERA SIVASHANKAR (“OTHER SELLING SHAREHOLDERS” AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS, PROMOTER GROUP SELLING SHAREHOLDER AND INVESTOR SELLING SHAREHOLDERS, REFERRED TO AS THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE “OFFERED SHARES”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. *AMIT DILIP SHAH IS THE REGISTERED OWNER AND AMIT SHAH FAMILY TRUST IS THE BENEFICIAL OWNER OF THE EQUITY SHARES. THE OFFER MAY INCLUDE A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹2 EACH, AGGREGATING TO ₹[●] MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). OUR COMPANY, IN CONSULTATION WITH THE BRLMS MAY OFFER A DISCOUNT OF UP TO [●]% OF THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”), SUBJECT TO NECESSARY APPROVALS AS MAY BE REQUIRED. THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY. THE FACE VALUE OF THE EQUITY SHARE IS ₹2 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SIZE AND THE EMPLOYEE DISCOUNT WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND ALL EDITIONS OF [●] (A WIDELY CIRCULATED KANNADA DAILY NEWSPAPER, KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, INDIA, WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE AND NSE FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS. In case of any revision in the Price Band, the Bid/Offer Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, may in consultation with the Book Running Lead Managers, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working Day, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating the change on the respective websites of the Book Running Lead Managers and at the terminals of the Members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable. The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis by the Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”). In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, of the Anchor Investor Portion, 40% shall be available for allocation as follows, (i) 33.33%shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual Funds, life insurance companies and pension funds at or above the Anchor Investor Allocation Price. In the event of under- subscription in (ii) above, the allocation may be made to domestic Mutual Funds. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Category (excluding the Anchor Investor Portion).Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors (“Non-Institutional Category” or “Non-Institutional Portion”) of which one-third of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹0.20 million (net of Employee Discount, if any) and up to ₹1.00 million and two-thirds of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹1.00 million and under-subscription in either of these two sub-categories of Non-Institutional Category may be allocated to Bidders in the other sub-category of Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Net Offer shall be available for allocation to Retail Individual Investors (“Retail Category” or “Retail Portion”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective bank account (including UPI ID (defined hereinafter)) in case of UPI Bidders (defined hereinafter) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or the Sponsor Bank(s), as the case may be. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. For details, see “Offer Procedure” on page 457. RISKS IN RELATION TO THE FIRST OFFER This being the first public offering of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹2. The Offer Price/Floor Price/Cap Price, as determined by our Company, in consultation with the Book Running Lead Managers on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process and in accordance with the SEBI ICDR Regulations and as stated in “Basis for Offer Price” on page 125, should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 33. COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only statements expressly made in this Draft Red Herring Prospectus solely in relation to such Selling Shareholder and their respective Offered Shares and confirm that such statements are true and correct in all material respects and are not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assume no responsibility for any other statements, disclosures and undertakings, including without limitation, any of the statements, disclosures and undertakings made by or in relation to our Company or its business or any other Selling Shareholders or any other person, in this Draft Red Herring Prospectus. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters dated [●] and [●], respectively. For the purposes of the Offer, [●] shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Section 26(4) of the Companies Act. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 497. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER JM Financial Limited IIFL Capital Services Limited (formerly known as IIFL Securities Limited) KFin Technologies Limited 7th Floor, Cnergy 24th Floor, One Lodha Place 301, The Centrium, 3rd Floor, Appasaheb Marathe Marg Senapati Bapat Marg, Lower Parel (West) 57, Lal Bahadur Shastri Road, Nav Pada, Prabhadevi, Mumbai 400 025 Mumbai 400 013 Kurla (West), Kurla, Mumbai, Maharashtra, India Maharashtra, India Maharashtra, India, 400 070 Tel: +91 22 6630 3030 Tel: 91 22 4646 4728 Tel: + 91 40 6716 2222/ 1800 309 4001 E-mail: tonbo.ipo@jmfl.com E-mail: to nbo.ipo@iiflcap.com E-mail: tonbo.ipo@kfintech.com Investor grievance e-mail: grievance.ibd@jmfl.com Website:www.iiflcapital.com Website: www.kfintech.com Website: www.jmfl.com Investor grievance e-mail: ig.ib@iiflcap.com Investor grievance e-mail: einward.ris2kfintech.com Contact person: Prachee Dhuri Contact person: Gaurav Mittal / Pawan Kumar Jain Contact person: M. Murali KrishnaSEBI registration no.: INM000010361 SEBI registration no.: INM000010940 SEBI registration no.: INR000000221 BID/OFFER PROGRAMME Anchor Investor Bidding [●] Bid/Offer opens on [●] Bid/Offer closes on(2)(3) [●] Date(1) (1) Our Company, in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date. (2) Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations. (3) UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date. (This page is intentionally left blank)TABLE OF CONTENTS SECTION I - GENERAL ..................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 1 SUMMARY OF THIS DRAFT RED HERRING PROSPECTUS ................................................................. 16 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION ............................................................................................................... 29 FORWARD-LOOKING STATEMENTS ....................................................................................................... 32 SECTION II – RISK FACTORS ...................................................................................................................... 33 SECTION III – INTRODUCTION ................................................................................................................... 80 THE OFFER .................................................................................................................................................... 80 SUMMARY FINANCIAL INFORMATION ................................................................................................. 82 GENERAL INFORMATION .......................................................................................................................... 88 CAPITAL STRUCTURE ................................................................................................................................ 97 OBJECTS OF THE OFFER .......................................................................................................................... 122 BASIS FOR OFFER PRICE .......................................................................................................................... 125 STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................ 140 SECTION IV: ABOUT OUR COMPANY ..................................................................................................... 147 INDUSTRY OVERVIEW ............................................................................................................................. 147 OUR BUSINESS ........................................................................................................................................... 233 KEY REGULATIONS AND POLICIES IN INDIA ..................................................................................... 264 HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................. 271 OUR MANAGEMENT ................................................................................................................................. 280 OUR PROMOTERS AND PROMOTER GROUP ....................................................................................... 298 DIVIDEND POLICY .................................................................................................................................... 301 SECTION V – FINANCIAL INFORMATION ............................................................................................. 302 RESTATED CONSOLIDATED FINANCIAL STATEMENTS .................................................................. 302 OTHER FINANCIAL INFORMATION ....................................................................................................... 384 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................................................................................................................. 385 CAPITALISATION STATEMENT .............................................................................................................. 419 FINANCIAL INDEBTEDNESS ................................................................................................................... 420 SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 422 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................... 422 GOVERNMENT AND OTHER APPROVALS ........................................................................................... 427 SECTION VII - OUR GROUP COMPANIES .............................................................................................. 430 SECTION VIII - OTHER REGULATORY AND STATUTORY DISCLOSURES .................................. 432 SECTION IX – OFFER RELATED INFORMATION ................................................................................. 445 TERMS OF THE OFFER .............................................................................................................................. 445 OFFER STRUCTURE ................................................................................................................................... 452 OFFER PROCEDURE .................................................................................................................................. 457 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................. 479 SECTION X – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ..................................... 480 SECTION XI – OTHER INFORMATION .................................................................................................... 497 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 497 DECLARATION ........................................................................................................................................... 499SECTION I - GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below. References to any statute, legislation, act, regulation, rule, guideline, policy, circular, notification or clarification shall be to such statute, legislation, act, regulation, rule, guideline, policy, circular, notification or clarification as amended and any reference to a statutory provision shall include any subordinate legislation made from time to time under such provision. The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the extent applicable, the meanings ascribed to such terms under the Companies Act, 2013 the SEBI ICDR Regulations, the SCRA, the SCRR, the Depositories Act or the respective rules and regulations made thereunder. Further, the Offer related terms used but not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document (as defined hereinafter). In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document, the definitions given below shall prevail. Unless the context otherwise indicates, all references to “the Company” or “our Company” or “Issuer”, are references to Tonbo Imaging India Limited, a public limited company incorporated under the Companies Act, 1956, and having its Registered Office at No.3 Chikkayellappa Tower-II, 1st C Main, Sarjapur Main Road, Jakkasandra Extension, Chikkayellappa Industrial Layout, Bengaluru 560 034, Karnataka, India. Furthermore, unless the context otherwise indicates, all references to the terms, “we”, “us” and “our” are to our Company, its Subsidiaries and Joint Venture (as defined below) on a consolidated basis. Notwithstanding the foregoing, terms used in “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Restated Consolidated Financial Statements”, “Other Financial Information”, “Outstanding Litigation and Material Developments” and “Main Provisions of Articles of Association”, on pages 140, 264, 302, 384, 422 and 480, respectively, will have the meaning ascribed to such terms in those respective sections. Company Related Terms Term Description Articles of Association / The articles of association of our Company, as amended from time to time AoA/ Articles Audit Committee The audit committee of our Board, as described in “Our Management – Corporate Governance – Board Committees – Audit Committee” on page 287 Board / Board of Directors The board of directors of our Company or a duly constituted committee thereof. For further details, see “Our Management – Board of Directors” on page 280 CCPS/ Preference Shares Preference shares of face value of ₹10 each, preference shares of face value ₹ 913 each, preference shares of face value ₹ 100 each and preference shares of face value ₹ 10,171 each issued by our Company CEAQ Technologies Private CEAQ Technologies Private Limited (formerly known as Tonbo Imaging Private Limited/ CEAQ India Limited) CEAQ Technologies Pte. CEAQ Technologies Pte. Ltd. (formerly known as Tonbo Imaging Singapore Ltd./ CEAQ Singapore Pte. Ltd.) Chief Financial Officer / Chief financial officer of our Company, being, Tiruvidaimarudhur Srivatsan CFO Sivashankar. For further details, see “Our Management – Key Managerial Personnel and Senior Management – Key Managerial Personnel” on page 295 Company Secretary and Company secretary and compliance officer of our Company, being Ankita Compliance Officer Agarwalla. For further details, see “Our Management – Key Managerial Personnel and Senior management – Key Managerial Personnel” on page 295 Corporate Office The corporate office of our Company, situated at No. 235, 18th Main, 6th Block, Koramangala, Bengaluru Urban, Bengaluru 500 095, Karnataka, India Corporate Social The corporate social responsibility committee of our Board Responsibility Committee Director(s) Director(s) on our Board, as appointed from time to time. For further details, see “Our Management – Board of Directors” on page 280 ESOP Scheme The Amended and Restated Employee Stock Options Scheme, 2025 which subsumes the employee stock option scheme, namely, Amended and Restated Employee Stock Option Regulations, 2024. For more details see “Capital 1Term Description Structure – Employee stock option schemes” on page 118 Equity Shares Equity shares of our Company of face value of ₹2 each, unless otherwise stated Group Companies The companies identified as ‘group companies’ in accordance with Regulation 2(1)(t) of the SEBI ICDR Regulations including the Materiality Policy, as disclosed in the section titled “Our Group Companies” on page 430 HBL Engineering Limited HBL Engineering Limited (formerly known as HBL Power Systems Limited) Joint Venture The joint venture of our Company, being MEIL-ICOMM Tonbo Tech Private Limited. For further details, see “History and Certain Corporate Matters – Our subsidiaries, joint ventures and associates – Our Joint Venture” on page 278 Additionally, we had made certain investments in an entity, namely HBL Tonbo Private Limited, which is in the process of being struck-off, and an application dated March 17, 2023, has been filed for removal of its name from the register of companies. Independent Director(s) Non-executive independent director(s) of our Company as described in “Our Management – Board of Directors” on page 280 Investor Selling Collectively, Artiman Partners LLC, Artiman Ventures Select 2014 L.P., Shareholder(s) Artiman Ventures Select 2014 Principals Fund L.P., Amit Dilip Shah*, CEAQ Singapore, CEAQ India, Ramesh Radhakrishnan and Timothy Guy Mitchell *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. IPO Committee The IPO committee of our Board Key Managerial Personnel / Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of KMP the SEBI ICDR Regulations, and as disclosed in “Our Management – Key Managerial Personnel and Senior Management - Key Managerial Personnel” on page 295 Managing Director and Chief The managing director and chief executive officer of our Company, being Executive Officer Arvind Kondangi Lakshmikumar Materiality Policy The policy adopted by our Board in its meeting held on December 20, 2025 for identification of (a) Group Companies, (ii) outstanding material litigation proceedings, and (ii) outstanding dues to material creditors, in accordance with the disclosure requirements under the SEBI ICDR Regulations for the purposes of disclosure in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus Memorandum of Association Memorandum of association of our Company, as amended from time to time / MoA Nomination and The nomination and remuneration committee of our Board, as described in “Our Remuneration Committee Management – Corporate Governance – Board Committees – Nomination and Remuneration Committee” on page 289 Non-executive Director(s) Non-executive director(s) on our Board, as described in “Our Management – Board of Directors” on page 280 Other Selling Shareholder(s) Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar Promoters The Promoters of our Company, being, Ankit Kumar, Arvind Kondangi Lakshmikumar and Cecilia D’Souza. For further details, see “Our Promoters and Promoter Group – Details of our Promoters” on page 298 Promoter Group The entities constituting the promoter group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters and Promoter Group – Promoter Group” on page 300 Promoter Selling Ankit Kumar, Arvind Kondangi Lakshmikumar and Cecilia D’Souza Shareholder(s) Promoter Group Selling Vinimaya Advisory LLP Shareholder Registered Office The registered office of our Company located at No.3 Chikkayellappa Tower-II, 1st C Main, Sarjapur Main Road, Jakkasandra Extension, Chikkayellappa Industrial Layout, Bengaluru 560 034, Karnataka, India Registrar of Companies / Registrar of Companies, Karnataka at Bengaluru RoC Restated Consolidated Restated consolidated financial information of our Company, comprising the Financial Statements restated consolidated statement of assets and liabilities as at June 30, 2025, and 2Term Description March 31, 2025, the restated consolidated statement of profit and loss (including other comprehensive income/ (loss)), the restated consolidated statement of changes in equity, the restated consolidated statement of cash flows for the three months ended June 30, 2025 and the financial year ended March 31, 2025, the restated standalone statement of assets and liabilities as at March 31, 2024 and March 31, 2023, the restated standalone statement of profit and loss (including other comprehensive income/ (loss)), the restated standalone statement of changes in equity, the restated standalone statement of cash flows for the financial years ended March 31, 2024 and March 31, 2023, and the summary statement of material accounting policies, and other explanatory notes, based on audited financial statements as at and for the three months ended June 30, 2025 and the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared in accordance with Ind AS and each restated in terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013 the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. Risk Management Committee The risk management committee of our Board, as described in “Our Management – Corporate Governance – Board Committees – Risk Management Committee” on page 292 Selling Shareholder(s) Collectively, Promoter Selling Shareholders, Promoter Group Selling Shareholder, Investor Selling Shareholders and Other Selling Shareholders Senior Management Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR Regulations, and as disclosed in “Our Management – Key Managerial Personnel and Senior Management - Senior Management” on page 295 Shareholder(s) The holders of equity shares of our Company, from time to time Shareholders’ Agreement Subscription and restated shareholders’ agreement dated February 6, 2025 entered into between our Company, HBL Engineering Limited, our Promoters, CEAQ Singapore, CEAQ India, Timothy Guy Mitchell, Serial Innovations Employee Stock Option Trust, Artiman Partners LLC, Artiman Ventures Select 2014 L.P., Artiman Ventures Select 2014 Principals Fund L.P., Amit Dilip Shah (as registered owner for Amit Shah Family Trust as the beneficial owner), Ramesh Radhakrishnan, Meghaa Karnani (as registered owner for Palita Associates as the beneficial owner), SSV Advisory Services LLP, Vinimaya Advisory LLP, Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar, Neville Manuel Fernandes and Mellita Fernandes, Nitin Agarwal (HUF), Anand Ladsariya, Shereen Bhan, Florintree Flowtech LLP, Yali Deeptech Fund I, Tenacity Ventures Fund – I, Export-Import Bank of India, Pranav Parikh, Paramjit Singh, Tonbo Imaging Inc and UAB Tonbo Imaging as amended by the amendment and waiver agreement dated December 20, 2025 Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our Committee Management – Corporate Governance – Board Committees – Stakeholders’ Relationship Committee” on page 291 Statutory Auditor The statutory auditors of our Company, namely, Kalyanasundaram & Associates, Chartered Accountants Subsidiaries The subsidiaries of our Company being Tonbo LLC and Tonbo Systems Pty Ltd. For further details, see section titled “History and Certain Corporate Matters – Our subsidiaries, joint venture and associates – Our Subsidiaries” on page 277 Offer Related Terms Term Description Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a prospectus as may be specified by the SEBI in this behalf Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to the Bidder as proof of registration of the Bid cum Application Form Allot / Allotment / Allotted Unless the context otherwise requires, the allotment of the Equity Shares of face value of ₹2 each pursuant to the transfer of the Offered Shares pursuant to the Offer for Sale to successful Bidders Allotment Advice The note or advice or intimation of Allotment sent to each successful Bidder who has 3Term Description been or is to be Allotted the Equity Shares of face value of ₹2 each after approval of the Basis of Allotment by the Designated Stock Exchange Allottee(s) A successful Bidder to whom the Equity Shares of face value of ₹ 2 each are Allotted Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus, and who has Bid for an amount of at least ₹100.00 million Anchor Investor Allocation The price at which Equity Shares of face value of ₹2 each will be allocated to Anchor Price Investors according to the terms of the Red Herring Prospectus and the Prospectus, which will be decided by our Company, in consultation with the Book Running Lead Managers Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in Form accordance with the requirements specified under the SEBI ICDR Regulations and which will be considered as an application for Allotment in terms of the Red Herring Prospectus and the Prospectus Anchor Investor Bidding Date The date, one Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor Investors shall be submitted, prior to and after which Book Running Lead Managers will not accept any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed Anchor Investor Offer Price The final price at which the Equity Shares of face value of ₹2 each will be Allotted to Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price but not higher than the Cap Price The Anchor Investor Offer Price will be decided by our Company, in consultation with the Book Running Lead Managers Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the event the Anchor Investor Allocation Price is lower than the Offer Price, not later than one Working Day after the Bid/Offer Closing Date Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in consultation with the BRLMs, to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, of the Anchor Investor Portion, 40% shall be available for allocation as follows, (i) 33.33%shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual Funds, life insurance companies and pension funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in (ii) above, the allocation may be made to domestic Mutual Funds. ASBA / Application Supported An application, whether physical or electronic, used by ASBA Bidders, to make a Bid by Blocked Amount and authorising an SCSB to block the Bid Amount in the relevant ASBA Account and will include applications made by UPI Bidders using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by the UPI Bidders using the UPI Mechanism ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and includes the account of a UPI Bidder which is blocked upon acceptance of a UPI Mandate Request made by the UPI Bidder using the UPI Mechanism ASBA Bid A Bid made by an ASBA Bidder ASBA Bidders All Bidders except Anchor Investors ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which will be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s) and the Sponsor Bank(s), as the case may be Basis of Allotment Basis on which the Equity Shares of face value of ₹2 each will be Allotted to successful Bidders under the Offer, described in “Offer Procedure” on page 457 Bid(s) An indication by an ASBA Bidder to make an offer during the Bid/Offer Period pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding Date by an Anchor Investor, pursuant to the submission of the Anchor Investor Application Form, to subscribe to or purchase Equity Shares of face value of ₹2 each at a price within the Price Band, including all revisions and modifications thereto, to the extent permissible under the SEBI ICDR Regulations, in terms of the Red Herring Prospectus and the Bid cum Application Form. 4Term Description The term ‘Bidding’ shall be construed accordingly. Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form, and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be, upon submission of the Bid in the Offer, as applicable. In the case of Retail Individual Bidders Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity Shares of face value ₹2 each Bid for by such Retail Individual Bidders and mentioned in the Bid cum Application Form. Eligible Employees applying in the Employee Reservation Portion can apply at the Cut Off Price and the Bid amount shall be Cap Price, multiplied by the number of Equity Shares of face value ₹2 each Bid for such Eligible Employee and mentioned in the Bid cum Application Form. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹0.50 million. However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of Employee Discount, if any). Only in the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.20 million Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires Bid Lot [●] Equity Shares of face value ₹2 each and in multiples of [●] Equity Shares of face value ₹2 each thereafter Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, which shall be notified in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and all editions of [●] (a widely circulated Kannada daily newspaper, Kannada being the regional language of Karnataka, India where our Registered Office is located), and in case of any revision, the extended Bid/Offer Closing Date shall also be widely disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating the change on the respective websites of the Book Running Lead Managers and at the terminals of the Members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as required under the SEBI ICDR Regulations. Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations. Bid / Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries shall start accepting Bids, which shall be notified in all editions of [●] (a widely circulated English national daily newspaper) and all editions of [●] (a widely circulated Hindi national daily newspaper) and all editions of [●] (a widely circulated Kannada daily newspaper, Kannada being the regional language of Karnataka, India, where our Registered Office is located), and in case of any revision, the extended Bid/Offer Opening Date also be widely disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating the change on the respective websites of the Book Running Lead Managers and at the terminals of the Members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as required under the SEBI ICDR Regulations Bid / Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and the Bid/Offer Closing Date, inclusive of both days, during which Bidders (excluding Anchor Investors) can submit their Bids, including any revisions thereof in accordance with the SEBI ICDR Regulations and the terms of the Red Herring Prospectus. Provided that the Bidding shall be kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor Investors. Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations Bidder / Applicant Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied, includes an ASBA Bidder and an Anchor Investor Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application Forms, i.e., Designated SCSB Branches for SCSBs, Specified Locations for Members of the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for 5Term Description RTAs and Designated CDP Locations for CDPs Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in terms of which the Offer is being made Book Running Lead Managers The book running lead managers to the Offer, being JM Financial Limited and IIFL / BRLMs Capital Services Limited (formerly known as IIFL Securities Limited) Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a Registered Broker. The details of such Broker Centres, along with the names and contact details of the Registered Brokers eligible to accept ASBA Forms, including details such as postal address, telephone number and e-mail address are available on the respective websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time CAN / Confirmation of Notice or intimation of allocation of the Equity Shares of face value of ₹2 each sent to Allocation Note Anchor Investors, who have been allocated the Equity Shares of face value of ₹2 each, on or after the Anchor Investor Bidding Date Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted. The Cap Price shall be at least 105% of the Floor Price and shall be less than or equal to 120% of the Floor Price Cash Escrow and Sponsor The agreement to be entered into amongst our Company, the Selling Shareholders, the Bank Agreement Syndicate Members, the Registrar to the Offer, the Book Running Lead Managers, and the Banker(s) to the Offer for, among other things, collection of the Bid Amounts from the Anchor Investors, transfer of funds to the Public Offer Account(s), and where applicable, remitting refunds, if any, to such Bidders, on the terms and conditions thereof CDP(s) / Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with Participant(s) SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and other applicable circulars issued by SEBI as per the lists available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time Client ID Client identification number maintained with one of the Depositories in relation to the demat account Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids at Transfer Agents the Designated RTA Locations in terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the lists available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time Cut-Off Price Offer Price, which shall be any price within the Price Band, finalised by our Company, in consultation with the Book Running Lead Managers Only Retail Individual Bidders and Eligible Employees Bidding under the Employee Reservation Portion are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price Cut-Off Time For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Offer Closing Date Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor status, occupation, bank account details and UPI ID, as applicable Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com as updated from time to time Designated Date The date on which the funds from the Escrow Account are transferred to the Public Offer Account(s) or the Refund Account, as appropriate, and the relevant amounts blocked in the ASBA Accounts are transferred to the Public Offer Account(s) and/or are unblocked, as applicable, in terms of the Red Herring Prospectus and the Prospectus, after finalisation of the Basis of Allotment in consultation with the Designated Stock Exchange, following which the Equity Shares of face value of ₹2 each will be Allotted in the Offer Designated Intermediary(ies) Collectively, the SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs who are authorised to collect ASBA Forms from the ASBA Bidders, in relation to the Offer. In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such UPI Bidders, as the case may 6Term Description be, using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub- Syndicate/agents, Registered Brokers, CDPs, SCSBs and RTAs. In relation to ASBA Forms submitted by RIBs and NIBs Bidding with an application size of up to ₹500,000 (not using the UPI Mechanism) authorising an SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs. In relation to ASBA Forms submitted by QIBs and Non-Institutional Investors, Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents, SCSBs, Registered Brokers, the CDPs and RTAs. Designated RTA Locations Such locations of the RTAs where ASBA Bidders can submit the ASBA Forms to RTAs. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (i.e., www.bseindia.com and www.nseindia.com) as updated from time to time Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms used by the Bidders, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, updated from time to time, or at such other website as may be prescribed by SEBI from time to time Designated Stock Exchange [●] Draft Red Herring Prospectus / This draft red herring prospectus dated December 22, 2025 issued in accordance with the DRHP SEBI ICDR Regulations, which does not contain complete particulars of the price at which the Equity Shares of face value of ₹2 each will be Allotted and the size of the Offer, including any addenda or corrigenda thereto Employee Discount Our Company, in consultation with the BRLMs, may offer a discount of [●]% on the Offer Price (equivalent of ₹[●] per Equity Share) to Eligible Employees which shall be announced at least two Working Days prior to the Bid / Offer Opening Date Eligible Employee(s) Permanent employees, working in India or outside India of our Company (excluding such employees who are not eligible to invest in the Offer under applicable laws); or a Director of our Company, whether whole-time or not who is eligible to apply under the Employee Reservation Portion under applicable law as on the date of filing of the Red Herring Prospectus with the RoC and who continues to be a Director of our Company, until the submission of the Bid cum Application Form, but not including (i) Promoters; (ii) persons belonging to the Promoter Group; or (iii) Directors who either themselves or through their relatives or through any body corporate, directly or indirectly, hold more than 10% of the outstanding Equity Shares of face value of ₹2 each of our Company; and (iv) Independent Directors. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹0.50 million (net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of Employee Discount, if any). Only in the event of under- subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount, if any) Eligible FPI(s) FPIs that are eligible to participate in this Offer in terms of applicable laws other than individuals, corporate bodies and family offices and from such jurisdictions outside India where it is not unlawful to make an offer/invitation under the Offer and in relation to whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares offered thereby. Eligible NRI NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom the Bid Cum Application Form and the Red Herring Prospectus will constitute an invitation to purchase the Equity Shares of face value of ₹2 each Employee Reservation Portion The portion of the Offer being up to [●] Equity Shares of face value of ₹2 each (comprising up to [●]% of our post Offer Equity Share capital) aggregating to ₹[●] million available for allocation to Eligible Employees, on a proportionate basis. Such portion shall not exceed 5% of the post offer Equity Share capital of our Company Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection Bank and in whose favour Anchor Investors will transfer the money through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount while submitting a Bid Escrow Collection Bank Bank which is a clearing member and registered with SEBI as a banker to an issue under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, and 7Term Description with whom the Escrow Account(s) in relation to the Offer for Bids by Anchor Investors will be opened, in this case being [●] First or sole Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in joint names Floor Price The lower end of the Price Band, subject to any revision thereto, being not less than the face value of the Equity Shares at or above which the Offer Price and the Anchor Investor Offer Price will be finalised and below which no Bids will be accepted Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 General Information Document The General Information Document for investing in public offers, prepared and issued / GID in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 issued by SEBI and the UPI Circulars, as amended from time to time. The General Information Document shall be available on the websites of the Stock Exchanges and the Book Running Lead Managers Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of [●] Equity Shares of face value of ₹2 each which shall be available for allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or above the Offer Price Net Offer The Offer, less the Employee Reservation Portion. Net QIB Portion The portion of the QIB Portion less the number of Equity Shares of face value ₹[●] each Allotted to the Anchor Investors Non-Institutional Category / The portion of the Offer being not less than 15% of the Net Offer consisting of [●] Equity Non-Institutional Portion Shares of face value of ₹2 each, available for allocation to Non-Institutional Bidders, of which one-third shall be available for allocation to Bidders with an application size of more than ₹0.20 million (net of Employee Discount, if any) and up to ₹1.00 million and two-thirds shall be available for allocation to Bidders with an application size of more than ₹1.00 million, provided that the unsubscribed portion in either of such sub- categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders subject to valid Bids being received at or above the Offer Price Non-Institutional Investors / Bidders that are not QIBs, RIBs or Eligible Employees and who have Bid for Equity NIIs / Non-Institutional Shares of face value of ₹2 each for an amount more than ₹0.20 million (but not including Bidders/NIBs NRIs other than Eligible NRIs) NPCI National Payments Corporation of India Offer / Offer for Sale Initial public offering of up to [●] Equity Shares of face value of ₹2 each for cash at a price of ₹[●] per Equity Share aggregating to ₹[●] million being offered for sale by the Selling Shareholders in the Offer Offer Agreement The agreement dated December 22, 2025 among our Company, the Selling Shareholders and the Book Running Lead Managers, pursuant to which certain arrangements are agreed to in relation to the Offer Offer Price The final price at which Equity Shares of face value of ₹2 each will be Allotted to successful ASBA Bidders in terms of the Red Herring Prospectus which will be decided by our Company, in consultation with the Book Running Lead Managers, on the Pricing Date, in accordance with the Book-Building Process and in terms of the Red Herring Prospectus. Equity Shares of face value of ₹2 each will be Allotted to Anchor Investors at the Anchor Investor Offer Price, which will be decided by our Company, in consultation with the Book Running Lead Managers, on the Pricing Date, in accordance with the Book-Building Process and in terms of the Red Herring Prospectus. Offered Shares Up to 18,085,246 Equity Shares of face value of ₹2 each aggregating to ₹[●] million being offered for sale by the Selling Shareholders in the Offer Price Band The price band ranging from the Floor Price of ₹[●] per Equity Share of face value of ₹2 each to the Cap Price of ₹[●] per Equity Share of face value of ₹2 each, including any revisions thereto. The Price Band and minimum Bid Lot, as decided by our Company, in consultation with the Book Running Lead Managers, will be advertised in all editions of [●] (a widely circulated English national daily newspaper) and all editions of [●] (a widely circulated Hindi national daily newspaper) and all editions of [●] (a widely circulated Kannada daily newspaper, Kannada being the regional language of Karnataka, India, where our Registered Office is located), at least two Working Days prior to the Bid/Offer Opening Date with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites Pricing Date The date on which our Company, in consultation with the Book Running Lead Managers, will finalise the Offer Price 8Term Description Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter alia, the Offer Price, the size of the Offer and certain other information, including any addenda or corrigenda thereto Public Offer Account(s) The bank account(s) opened with the Public Offer Account Bank(s) under Section 40(3) of the Companies Act, 2013 to receive monies from the Escrow Account and from the ASBA Accounts on the Designated Date Public Offer Account Bank(s) The banks with which the Public Offer Account(s) is opened for collection of Bid Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, Date, in this case being [●] QIB Portion The portion of the Offer being not more than 50% of the Net Offer or [●] Equity Shares of face value of ₹2 each, available for allocation to QIBs (including Anchor Investors) on a proportionate basis (in which allocation to Anchor Investors shall be on a discretionary basis, as determined by our Company, in consultation with the Book Running Lead Managers), subject to valid Bids being received at or above the Offer Price QIBs / Qualified Institutional A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR Buyers Regulations Red Herring Prospectus / RHP The Red Herring Prospectus to be issued in accordance with Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete particulars of the Offer Price and the size of the Offer, including any addenda or corrigenda thereto. The Red Herring Prospectus will be filed with the RoC at least three Working Days before the Bid/Offer Opening Date and will become the Prospectus upon filing with the RoC after the Pricing Date, including any addenda or corrigenda thereto. Refund Account(s) The The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Bid Amount to Anchor Investors shall be made Refund Bank(s) The Banker to the Offer which are a clearing member registered with SEBI under the SEBI BTI Regulations with whom the Refund Account(s) will be opened, in this case being [●] Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992 and the stock exchanges having nationwide terminals, other than the Members of the Syndicate and eligible to procure Bids in terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012, and other applicable circulars issued by SEBI Registrar Agreement The agreement dated December 22, 2025 entered into between our Company, the Selling Shareholders and the Registrar to the Offer, in relation to the responsibilities and obligations of the Registrar to the Offer pertaining to the Offer Registrar to the Offer / KFin Technologies Limited Registrar Retail Individual Investor(s) / Individual Bidders, who have Bid for the Equity Shares of face value of ₹2 each for an RII(s) / Retail Individual amount which is not more than ₹0.20 million in any of the bidding options in the Offer Bidder(s) / RIB(s) (including HUFs applying through their karta and Eligible NRI Bidders) and does not include NRIs (other than Eligible NRIs) Retail Portion / Retail Category The portion of the Offer being not less than 35% of the Net Offer consisting of [●] Equity Shares of face value of ₹2 each, available for allocation to Retail Individual Bidders as per the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price Revision Form Form used by the Bidders to modify the quantity of the Equity Shares of face value of ₹2 each or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s), as applicable QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids during the Bid/Offer Period and withdraw their Bids until the Bid/Offer Closing Date RTAs / Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to procure Bids Transfer Agents at the Designated RTA Locations as per the list available on the websites of BSE and NSE, and the UPI Circulars Self Certified Syndicate The banks registered with SEBI, offering services in relation to ASBA (other than Bank(s) / SCSB(s) through UPI Mechanism), a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or such other website as updated from time to time, and (ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is available on the website of SEBI at 9Term Description www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated from time to time. Applications through UPI in the Offer can be made only through the SCSBs mobile applications (apps) whose name appears on SEBI website. A list of SCSBs and mobile application, which, are live for applying in public issues using UPI Mechanism is appearing in the “list of mobile applications for using UPI in Public Issues” displayed on SEBI website at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43. The said list shall be updated on SEBI website from time to time Share Escrow Agent The share escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, [●] Share Escrow Agreement The agreement to be entered into between our Company, the Selling Shareholders and the Share Escrow Agent in connection with the transfer of the Offered Shares by the Selling Shareholders and credit of such Equity Shares of face value of ₹2 each to the demat account of the Allottees in accordance with the Basis of Allotment Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which is available on the website of SEBI (www.sebi.gov.in) and updated from time to time Sponsor Bank(s) [●], being Banker(s) to the Offer, appointed by our Company to act as a conduit between the Stock Exchanges and the NPCI in order to push the mandate collect requests and/or payment instructions of UPI Bidders using the UPI Mechanism and carry out other responsibilities, in terms of the UPI Circulars Stock Exchanges Together, BSE and NSE Sub-Syndicate Members The sub-syndicate members, if any, appointed by the Book Running Lead Managers and the Syndicate Members, to collect ASBA Forms and Revision Forms Syndicate Agreement The agreement to be entered into between our Company, the Registrar to the Offer, the Selling Shareholders, the Book Running Lead Managers and the Syndicate Members in relation to the procurement of Bids by the Syndicate Syndicate Member(s) Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept bids, applications and place order with respect to the Offer and carry out activities as an underwriter, namely, [●] Syndicate / Members of the Together, the Book Running Lead Managers and the Syndicate Members Syndicate F&S Report The industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” dated December 2025, which is exclusively prepared for the purpose of the Offer and issued by Frost & Sullivan and is commissioned and paid for by our Company. Frost & Sullivan was appointed by our Company pursuant to engagement letter dated June 7, 2025. This report will be available on the website of our Company at https://tonboimaging.com/main/industry-report/ until the Bid / Offer Closing Date Underwriters [●] Underwriting Agreement The agreement to be entered into between the Underwriters, our Company and the Selling Shareholders, on or after the Pricing Date but prior to filing of the Red Herring Prospectus or the Prospectus, with the RoC as the case may be UPI Unified Payments Interface, which is an instant payment mechanism, developed by the NPCI UPI Bidders Collectively, individual investors applying as (i) Retail Individual Investors in Retail Portion; (ii) Eligible Employees Bidding in Employee Reservation Portion; and (iii) individuals applying as Non-Institutional Investors with a Bid Amount of up to ₹0.50 million in the Non-Institutional Portion, and Bidding under the UPI Mechanism Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all individual investors applying in public issues where the application amount is up to ₹0.50 million shall use UPI and shall provide their UPI ID in the bid-cum-application form submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognised stock exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such activity) UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, along with the circular issued by the NSE having reference number 25/2022 dated August 3, 2022 and the circular issued by BSE Limited having reference no. 20220803-40 dated August 3, 2022 (to the extent these circulars are not rescinded by the SEBI RTA Master Circular, to the extent applicable), SEBI master circular number SEBI/HO/CFD/PoD- 10Term Description 1/P/CIR/2024/0154 dated November 11, 2024 and any subsequent circulars or notifications issued by the SEBI or the Stock Exchanges in this regard UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI application, by way of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder initiated by the Sponsor Bank(s) to authorise blocking of funds in the relevant ASBA Account through the UPI application equivalent to Bid Amount and subsequent debit of funds in case of Allotment UPI Mechanism The bidding mechanism that shall be used by a UPI Bidder to make an ASBA Bid in the Offer in accordance with the UPI Circulars UPI PIN Password to authenticate UPI transaction Wilful Defaulter or Fraudulent Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(lll) of the Borrower SEBI ICDR Regulations Working Day(s) All days on which commercial banks in Mumbai, Maharashtra, India are open for business; provided, however, with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, the expression “Working Day” shall mean all days on which commercial banks in Mumbai, Maharashtra, India are open for business, excluding all Saturdays, Sundays or public holidays; and (c) with reference to the time period between the Bid/Offer Closing Date and the listing of the Equity Shares of face value of ₹2 each on the Stock Exchanges, the expression ‘Working Day’ shall mean all trading days of Stock Exchanges, excluding Sundays and bank holidays, in terms of the circulars issued by SEBI Conventional and General Terms and Abbreviations Term Description ₹/ Rs. / Rupees/ INR Indian Rupees AIF(s) Alternative Investment Funds as defined in and registered with SEBI under the SEBI AIF Regulations Air Act Air (Prevention and Control of Pollution) Act, 1981 AMD Armenian Dram AUD Australian Dollar BSE BSE Limited CAGR Compound annual growth rate Category I AIF AIFs registered as “Category I alternative investment funds” under the SEBI AIF Regulations. Category I FPIs FPIs registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations. Category II AIF AIFs registered as “Category II alternative investment funds” under the SEBI AIF Regulations. Category II FPIs FPIs registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations. Category III AIF AIFs registered as “Category III alternative investment funds” under the SEBI AIF Regulations. CDSL Central Depository Services (India) Limited CIN Corporate Identification Number CLRA Contract Labour (Regulation and Abolition) Act, 1970 Companies Act, 1956 The erstwhile Companies Act, 1956 read with the rules, regulations, clarifications and modifications thereunder Companies Act, 2013 Companies Act, 2013 read with rules, regulations, clarifications and modifications thereunder Competition Act The Competition Act, 2002 Consolidated FDI Policy The Consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any modifications thereto or substitutions thereof, issued from time to time Consumer Protection Act The Consumer Protection Act, 2019 CSR Corporate social responsibility CST Central sales tax Depositories Act Depositories Act, 1996, read with the rules, regulations, clarifications and modifications thereunder Depository A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 DGFT Director General of Foreign Trade, Ministry of Commerce DIN Director Identification Number DP ID Depository Participant’s identity number DP/Depository Participant A depository participant as defined under the Depositories Act 11Term Description DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry (formerly Department of Industrial Policy and Promotion), Government of India EPS Earnings per share EU European Union Factories Act Factories Act, 1948 FCNR Foreign Currency Non-Resident FDI Foreign direct investment FDI Circular The Consolidated FDI Policy Circular dated October 15, 2020 issued by the DPIIT (formerly Department of Industrial Policy & Promotion) FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder. FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019 Financial Year/Fiscal/Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar Year year and ending on March 31 of that particular calendar year FPIs Foreign portfolio investor registered with SEBI pursuant to the SEBI FPI Regulations FSS Act The Food Safety and Standards Act, 2006 FSSAI Food Safety and Standards Authority of India FTA Foreign Trade (Development and Regulation) Act, 1992 and the rules framed thereunder FVCI Foreign venture capital investors registered with SEBI pursuant to the SEBI FVCI Regulations FVTPL Fair value through profit or loss GoI/Central Government The Government of India GST The Goods and Services Tax HUF(s) Hindu undivided family(ies) ICAI Institute of Chartered Accountants of India ICAI Guidance Note Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India, as updated from time to time IFRS International Financial Reporting Standards issued by the International Accounting Standard Board Income Tax Act Income-tax Act, 1961 Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013 Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 Ind AS 37 Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent Assets”, notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015 Indian GAAP Generally Accepted Accounting Principles in India notified under Section 133 of the Companies Act, 2013 and read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016 IST Indian Standard Time IT Act Information Technology Act, 2000 KPI Key Performance Indicator KYC Know Your Customer MCA/Ministry of Corporate The Ministry of Corporate Affairs, Government of India Affairs MSME Micro, Small or a Medium Enterprise NACH National Automated Clearing House NBFC-SI/ Systemically A systemically important non-banking financial company as defined under Regulation Important NBFCs 2(1)(iii) of the SEBI ICDR Regulations NCLT National Company Law Tribunal NRE Non-Resident External NRI Non-Resident Indian NRO Non-Resident Ordinary Non-GAAP Non-generally accepted accounting principle NR/Non-Resident A person resident outside India, as defined under the FEMA and includes an NRI NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under 12Term Description the general permission granted to OCBs under FEMA. OCBs are not allowed to invest in the Offer P/E Ratio Price/Earnings Ratio PAN Permanent account number Patents Act Patents Act, 1970 RBI Reserve Bank of India Regulation S Regulation S under the U.S. Securities Act RTGS Real Time Gross Settlement SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SCORES Securities and Exchange Board of India Complaint Redress System SEBI Securities and Exchange Board of India, constituted under section 3 of the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992 SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 SEBI Master Circular for Securities and Exchange Board of India Master Circular for Depositories dated Depositories December 3, 2024 (SEBI/HO/MRD/MRD-PoD-1/P/CIR/2024/168) SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000 SEBI ICDR Master Circular SEBI master circular number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 Regulations SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/ MIRSD/PoD/P/CIR/2025/91 dated June 23, 2025 SEBI SBEB & SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 STT Securities Transaction Tax TAN Tax deduction account number Trade Marks Act Trade Marks Act, 1999 U.S. Securities Act U.S. Securities Act of 1933, as amended US$/USD/US Dollar United States Dollar USA/U.S./US United States of America VAT Value added tax VCF Venture capital funds as defined in and registered with the SEBI under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 (now repealed) or the SEBI AIF Regulations, as the case may be Technical, Industry Related Terms or Abbreviations Term Description AI Artificial Intelligence ATAK Android Team Awareness Kit ATGM Anti-Tank Guided Missile ATR Automatic Target Recognition C2 Command and Control C4ISR Command, Control, Communications, Computers, Intelligence, Surveillance & Reconnaissance CAGR Compound Annual Growth Rate C-UAS Counter-Uncrewed/Unmanned Aerial Systems DAP (2020) Defence Acquisition Procedure (India, FY2020) DEW/DES Directed Energy Weapon/ Directed Energy Systems DRDO Defence Research & Development Organisation (India) EO Electro-Optical 13Term Description EO/IR Electro-Optical/Infrared FSO Free-Space Optical (communications) GPU Graphics Processing Unit GPS Global Positioning System GVA Gross Value Added HPM High-Power Microwave iDEX Innovations for Defence Excellence IR Infrared ISR Intelligence, Surveillance & Reconnaissance ITAR International Traffic in Arms Regulations (U.S.) LWIR/MWIR/ SWIR Long-/Mid-/Short-Wave Infrared NATO North Atlantic Treaty Organization NIR Near-Infrared OEM Original Equipment Manufacturer PSU Public Sector Undertaking (India) PWGS Precision Weapon Guiding Systems R&D Research & Development SCOMET Special Chemicals, Organisms, Materials, Equipment & Technologies SoC System-on-Chip SWaP/SWaP-C Size, Weight & Power/-Cost UAS/UAV Unmanned Aerial System/Unmanned Aerial Vehicle Listed Peers Indian listed peers of our Company; Paras Defence and Space Technologies Limited, Data Patterns Limited, Astra Microwave Products Limited, Zen Technologies Limited and Bharat Electronics Limited Key Performance Indicators Key performance Indicator Explanation (“KPI”) Revenue from Operations Income earned from the Company’s core business activities, excluding other income Revenue growth Year-on-year percentage increase in revenue from operations Gross Profit Gross Profit is the profit after deduction of direct cost of goods sold from Revenues. Gross Profit Margin Gross Profit Margin is an indicator of the profitability of our products and is a measure of how we price our products relative to costs of manufacturing. EBITDA EBITDA is the operational profit after meeting direct cost of goods sold, employee costs and other operating expenses but before financing costs and depreciation & amortization EBITDA Margin EBITDA margin is an indicator of the operational profitability of our business. PAT Net profit earned after deducting all expenses and taxes PAT Margin PAT Margin is an indicator of the overall profitability of the business and is a function of scale, operational efficiency and financial efficiency. ROCE % ROCE measures the profits generated from capital employed and is a measure of capital efficiency (whether debt or equity) ROE % ROE measures the profits attributable to shareholders Net Tangible Fixed Asset Net tangible fixed asset turnover is a measure of capital intensity of the Turnover (x) business. Working Capital Days Measure of working capital used in the business such as inventory and trade receivables net of trade payables. Export Share % in Revenue Revenue generated from export as a percentage of total revenue from operations 14Key performance Indicator Explanation (“KPI”) Revenue Split by Products Revenue from Operations is broken down into platform, tactical and other Categories product types (Tactical, Platforms and Others) 1) Tactical Systems – Our tactical systems are electro-optical sights offering dismounted soldiers’ observation and targeting capabilities. 2) Our platform systems are designed to be integrated into surveillance, reconnaissance and targeting platforms. 3) Others include OEM component sales Confirmed Order Book Represents the total value of confirmed customer orders yet to be fulfilled Orderbook Split – By Region Represents the total value of confirmed customer orders yet to be fulfilled broken down into domestic and export Orderbook Split – By Product Represents the total value of confirmed customer orders yet to be fulfilled Categories (Tactical, Platforms broken down into platform, tactical and other product types and Others) 15SUMMARY OF THIS DRAFT RED HERRING PROSPECTUS This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus or all details relevant to prospective Bidders. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus, including in “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Restated Consolidated Financial Statements”, “Outstanding Litigation and Material Developments”, “Offer Procedure” and “Main Provisions of Articles of Association” on pages 33, 80, 97, 122, 147, 233, 298, 302, 422, 457 and 480, respectively. Summary of the business of our Company We are a global defence electronics original equipment manufacturer (“OEM”). We design, develop and manufacture sensing, processing, communication and guidance systems for surveillance, reconnaissance, targeting, and control. We have developed a diversified product portfolio including thermal imaging cores, weapon sights, hand-held thermal imaging binoculars, targeting systems, missile seekers, fire control systems, missile guidance systems amongst others to enable autonomy on the battlefield. For further details, see “Our Business” on page 233. Summary of the industry in which our Company operates As per the F&S Report, India’s defense budget has demonstrated steady, if incremental, year-on-year growth over the past decade, reflecting both inflationary adjustments and a broader shift toward modernization, strategic deterrence, and indigenization. India’s defense spending is projected to increase steadily from USD 87.2 billion in FY2025 to USD 107.7 billion by FY2030. For FY2025–26, the Ministry of Defence has allocated ₹6,81,210.27 crore (≈ USD 78.9 billion) to defense, of which ₹1,92,388 crore (≈USD 22.3 billion) is earmarked as capital outlay. This represents a continuation of India’s gradual but deliberate pivot toward capability-building and modernization. For further details, see “Industry Overview” on page 147. Promoters As on the date of this Draft Red Herring Prospectus, our Promoters are Ankit Kumar, Arvind Kondangi Lakshmikumar and Cecilia D’Souza. For further details, see “Our Promoters and Promoter Group – Details of our Promoters” on page 298. Offer size The following table summarises details of the Offer: Offer (1)(2) The Offer comprises: Offer for Sale (2) Up to 18,085,246 Equity Shares of face value ₹2 each, aggregating to ₹ [●] million which includes: Employee Reservation Portion (3) Up to [●] Equity Shares of face value ₹2 each, aggregating to ₹ [●] million Net Offer Up to [●] Equity Shares of face value ₹2 each, aggregating to ₹ [●] million 1. Our Board has authorised the Offer pursuant to a resolution passed at their meeting dated December 20, 2025. 2. Our Board has taken on record the consent of each of the Selling Shareholders to participate in the Offer for Sale pursuant to a resolution passed at their meeting dated December 20, 2025. Each Selling Shareholder, severally and not jointly, confirms that its/his/her respective portion of the Offered Shares are eligible for being offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders, severally and not jointly, has confirmed their participation of their respective portion of Offered Shares in the Offer for Sale. For details on authorisation of the Selling Shareholders in relation to their respective portion of the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 432. 3. Eligible Employees Bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹0.20 million (net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employees 16not exceeding ₹0.50 million (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion after allocation of up to ₹0.50 million (net of Employee Discount, if any), shall be added to the Net Offer. For further details, see “Offer Structure” and “Offer Procedure” on pages 452 and 457 respectively. The Offer and Net Offer shall constitute []% and []% of the post-Offer paid up Equity Share capital of our Company. For further details, see “The Offer” and “Offer Structure” on pages 80 and 452, respectively. Objects of the Offer The objects of the Offer are to (i) undertake the Offer for Sale; and (ii) achieve the benefits of listing the Equity Shares on the Stock Exchanges. For further details, see “Objects of the Offer” on page 122. The Selling Shareholders will be entitled to the entire proceeds of the Offer after deducting the Offer expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer. Aggregate pre-Offer Shareholding of our Promoters, Selling Shareholders and members of our Promoter Group The aggregate pre-Offer shareholding of our Promoters, Selling Shareholders and members of our Promoter Group as a percentage of the pre-Offer paid-up Equity Share capital of our Company is set out below: S.No. Name of Shareholder No. of Equity Shares of % of total pre-Offer paid face value ₹2each held up Equity Share capital Promoters 1. Ankit Kumar^ 3,036,700 5.30 2. Arvind Kondangi Lakshmikumar ^ 4,968,400 8.67 3. Cecilia D’Souza^ 1,977,500 3.45 Total (A) 9,982,600 17.43 Promoter Group 4. Vinimaya Advisory LLP^ 659,700 1.15 Total (B) 659,700 1.15 Selling Shareholders 5. CEAQ Singapore 15,335,000 26.77 6. CEAQ India 10,164,500 17.74 7. Timothy Guy Mitchell 417,400 0.73 8. Artiman Partners LLC 394,700 0.69 9. Tiruvidaimarudhur Srivatsan Sivashankar and 603,400 1.05 Meera Sivashankar@ 10. Amit Dilip Shah* 225,200 0.39 11. Ramesh Radhakrishnan 203,900 0.36 12. Artiman Ventures Select 2014 L.P. 178,200 0.31 13. Artiman Ventures Select 2014 Principals Fund L.P. 2,800 0.00 Total (C) 27,525,100 48.04 Total (A+B+C) 38,167,400 66.62 ^Also a Selling Shareholder. *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. For further details of the Offer, see “Capital Structure” beginning on page 97. Shareholding of our Promoters, members of the Promoter Group and additional top 10 Shareholders of our Company S. Pre-Offer shareholding as on the date of the Post-Offer shareholding as at Allotment*# No. Price Band advertisement Name of the Number Pre-Offer At the lower end of the At the upper end of Shareholder of Equity Shareholding price band (₹[●]) the price band (₹[●]) Shares of on a fully Number of Post-Offer Number of Post-Offer face value diluted basis Equity paid-up Equity Shareholding ₹2 each @ (in %)@ Shares of Equity Share Shares of (in %) *@ face value ₹2 capital face value each*@ (in %) *@ ₹2 each *@ Promoters 1. Ankit Kumar [●] [●] [●] [●] [●] [●] 17S. Pre-Offer shareholding as on the date of the Post-Offer shareholding as at Allotment*# No. Price Band advertisement Name of the Number Pre-Offer At the lower end of the At the upper end of Shareholder of Equity Shareholding price band (₹[●]) the price band (₹[●]) Shares of on a fully Number of Post-Offer Number of Post-Offer face value diluted basis Equity paid-up Equity Shareholding ₹2 each @ (in %)@ Shares of Equity Share Shares of (in %) *@ face value ₹2 capital face value each*@ (in %) *@ ₹2 each *@ 2. Cec ilia D’Souza [●] [●] [●] [●] [●] [●] 3. Arv ind Kondangi [●] [●] [●] [●] [●] [●] Lakshmikumar Promoter Group 4. Vin imaya [] [] [] [] [] [] Advisory LLP Additional top 10 Shareholders 5. [●] [●] [●] [●] [●] [●] [●] 6. [●] [●] [●] [●] [●] [●] [●] 7. [●] [●] [●] [●] [●] [●] [●] 8. [●] [●] [●] [●] [●] [●] [●] 9. [●] [●] [●] [●] [●] [●] [●] 10. [●] [●] [●] [●] [●] [●] [●] 11. [●] [●] [●] [●] [●] [●] [●] 12. [●] [●] [●] [●] [●] [●] [●] 13. [●] [●] [●] [●] [●] [●] [●] 14. [●] [●] [●] [●] [●] [●] [●] *To be updated at the Prospectus stage. @ Number of Equity Shares and percentage shareholding of the Shareholders will be calculated on the basis of Equity Shares on a fully diluted basis, including those which will result upon exercise of all outstanding vested options under the ESOP Scheme as at the date of price band advertisement and Allotment, respectively and any transfers of Equity Shares by existing Shareholders after the date of the pre-issue and price band advertisement until date of Prospectus. #Based on the Offer Price of ₹[] and subject to finalisation of Allotment . Summary of selected financial information derived from the Restated Consolidated Financial Statements The details of certain financial information as at and for the the three months ended June 30, 2025 and the Fiscals 2025, 2024 and 2023, as derived from the Restated Consolidated Financial Statements are set forth below: (in ₹ millions, except per share data) Particulars As at and for the As at and for the As at and for the As at and for the three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 June 30, 2025* Equity share capital 114.56 7.33 2.99 2.99 Revenue from operations 686.77 4,690.80 4,281.89 968.28 Restated profit for the year 54.31 727.60 685.43 11.81 Earnings per Equity Share - Basic(in ₹) (1) 1.00 13.38 62.61 1.08 - Diluted(in ₹) (2) 0.95 12.70 13.63 0.30 Net Worth(3) 4,989.97 4,901.39 2,301.31 299.17 Net Asset Value Per Equity Share(4) 87.11 85.57 45.77 7.67 Total borrowings(5) 596.09 781.35 963.58 410.20 *Not annualised Notes: 1. Basic earnings per share is calculated by dividing Restated profit for the period/ year attributable to equity Shareholders by the number of equity shares outstanding at the end of the period/ year reduced by the ESOP Trust shares. 2. Diluted earnings per share is calculated by dividing Restated profit for the period/year attributable to equity Shareholders by the number of equity shares outstanding at the end of the period/year adjusted for the effect of dilutive potential equity shares. 3. Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account and instruments entirely in the nature of equity after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations . We have calculated net worth by aggregate value of equity share capital, instruments entirely equity in nature, capital redemption reserve, retained earnings, securities premium, other comprehensive income (fair value gains/(loss) on equity instruments), foreign currency translation reserve and shares pending issuance. 4. Net Asset Value per equity share is calculated by dividing Net Worth as of the end of relevant period/ year by the number of equity shares outstanding at the end of the period/ year. 5. Total borrowings include current and non-current borrowings. 18For further details, see “Other Financial Information” on page 384. Qualifications of the Statutory Auditor which have not been given effect to in the Restated Consolidated Financial Statements There are no audit qualifications in the Auditor's reports for the three months ended June 30, 2025 and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and hence there are no adjustments required in the Restated Consolidated Financial Statements. Summary of outstanding litigation A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Group Companies, Directors, Promoters, Key Managerial Personnel and Senior Management as disclosed in this Draft Red Herring Prospectus in accordance with the SEBI ICDR Regulations and as per the Materiality Policy as disclosed in “Outstanding Litigation and Material Developments” is provided below: Category of Criminal Tax Statutory or Disciplinary Material Aggregate individuals/ entities proceedings proceedings regulatory actions by civil amount actions the SEBI or litigations involved* Stock as per the (in ₹ Exchanges Materiality million) against our Policy Promoters in the last five years, including outstanding action Company Against our Company Nil 5 Nil N.A. Nil 29.74 By our Company Nil N.A. N.A. N.A. Nil Nil Subsidiaries Against our Subsidiaries Nil Nil Nil N.A. Nil Nil By our Subsidiaries Nil Nil N.A. N.A. Nil Nil Directors (other than our Promoters) Against our Directors 1 Nil Nil N.A. Nil Nil By our Directors Nil Nil N.A. N.A. Nil Nil Promoters Against our Promoters Nil Nil Nil Nil Nil Nil By our Promoters Nil Nil N.A. N.A. Nil Nil Key Managerial Personnel Against our Key Nil Nil Nil N.A. N.A. Nil Managerial Personnel By our Key Managerial Nil N.A. N.A. N.A. N.A. Nil Personnel Senior Management Against our Senior Nil N.A. Nil N.A. N.A. Nil Management By our Senior Nil N.A. N.A. N.A. N.A. Nil Management *To the extent quantifiable. As on the date of this Draft Red Herring Prospectus, there is no pending litigation involving our Group Companies, which may have a material impact on our Company. For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” on page 422. Risk factors Specific attention of the investors is invited to “Risk Factors” on page 33, to have an informed view before making an investment decision. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. Set forth below are the top 10 risk factors: S. No. Description of Risk 1. Our business is cyclical in nature on account of it being geopolitically driven and subject to government budget cycles. Further, tender-based procurement cycle results in poor revenue visibility, which may have an 19S. No. Description of Risk adverse impact on our business, financial stability, results of operations, investor confidence, and the ability to secure financing for growth or innovation. 2. While we are not dependent on a single customer and we typically have short term, non recurring contracts with a majority of our customers which are based on tenders, some of our customers have contributed significantly to our revenue from operations in the three months ended June 30, 2025 and the last three Fiscals. If our customers choose not to source their requirements from us or to terminate our contracts or purchase orders or tenders, our business, cash flows, financial condition and results of operations may be adversely affected. 3. Our top ten suppliers contributed to a significant portion of our total expenses; 29.37%, 35.46%, 67.49% and 64.40% of our total expenses in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. We are dependent on our top ten suppliers and failure to maintain our relationship with our suppliers could adversely affect our business, financial condition, results of operations and prospects. 4. We are dependent on limited global suppliers for critical components and other materials. The availability and cost of such critical components and materials could adversely affect our business, financial condition, results of operations and prospects. 5. As a global defence electronics OEM, our business is dependent on exports and the performance of geographies where we supply our products. In Fiscal 2025 and 2024, 65.52% and 48.61% of our revenue from operations was from exports and in particular from exports to Europe. Any adverse changes in the geographies where we supply our products could have an adverse impact on our business, cash flows, results of operations and financial condition. 6. We operate in an industry which is highly regulated and are subject to stringent government regulations. If we fail to comply with the applicable regulations and rules prescribed by the Government of India and the relevant statutory or regulatory bodies or fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required for our business, our results of operations and cash flows may be adversely affected. 7. We are measured against high quality standards and stringent performance requirements by our customers. Any failure by us to comply with these standards or performance requirements may lead to the cancellation of existing and future orders, recalls, liquidated damages, invocation of performance bank guarantees or warranty and indemnity or liability claims, which could adversely affect our reputation, business, results from operations, financial conditions and cash flows. 8. Any failure to protect or enforce our rights to own or use trademarks and brand name and identity could have an adverse effect on our business, goodwill and competitive position. 9. Our operations are dependent on research and development (“R&D”), thus our inability to introduce new products and respond to changing customer preferences in a timely and effective manner, may have an adverse effect on our business, results of operations and financial condition. 10. We derive a significant portion of our revenues from the sale of tactical systems, which represented 55.49%, 77.24%, 83.90%, 81.88% of our revenue from operations for the three months ended June 30, 2025 and Fiscals 2025, 2024, 2023, respectively. Any decline in the demand for our tactical systems would have an adverse effect on our business, financial condition, results of operations and cash flows. Summary of contingent liabilities A summary table of our contingent liabilities as at June 30, 2025, as derived from our Restated Consolidated Financial Statements is set forth below: (in ₹ millions) Particulars Amount as on June 30, 2025 Bank Guarantee 257.52 Total 257.52 Notes: Our Company has not provided for the following contingent liabilities: Name of the statute Amount Nature of dues Period to which it Forum where dispute is pending (₹ relates million) Goods and Services Tax Act, 2017 5.78 Goods and Services Tax 2018-19 J&K State High Court Further, as of June 30, 2025, our commitments that have been disclosed in the Restated Consolidated Financial Statements are as follows: (in ₹ millions) S. No. Particulars Amount 1. Capital commitments 0.57 2. Other commitments (expenditure related contractual commitments apart 84.67 from capital commitments) 20For further details, see “Restated Consolidated Financial Statements – Note 39 - Contingent liabilities and capital commitments” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 359 and 385 respectively. Summary of related party transactions A summary of related party transactions for the three months ended June 30, 2025 and the Fiscals 2025, 2024 and 2023, derived from our Restated Consolidated Financial Statements are as set out in the table below: 21Name of related Relationship Nature of transaction For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 party ended June 30, 2025 (in ₹ millions, unless otherwise stated) Amoun Percentage Amount Percentage Amount Percentage Amoun Percentage t contribution to contribution to the contribution to t contributio the total expenses total expenses (%) the total n to the (%) expenses(%) total expenses (%) Sales Nil Nil Nil Nil 5.31 0.16 50.68 5.30 Reimbursement of Nil Nil Nil Nil 2.21 0.07 1.45 0.15 expenses – receivable Reimbursement of Nil Nil 16.00 0.43 0.55 0.02 0.10 0.01 expenses – payable Purchases of Project Nil Nil Nil Nil 41.78 1.24 70.10 7.33 Material / Equipment Subsidiary of enterprise Software / Technical Nil Nil 106.83 2.85 103.42 3.07 147.57 15.44 CEAQ India having substantial support – Payable interest Sublease rentals – 0.45 0.07 1.80 0.05 3.15 0.09 3.60 0.38 Receivable Balances outstanding at Nil Nil Nil Nil 108.07 3.21 87.07 9.11 the year/ period end – Receivables Balances outstanding at 2.18 0.35 76.99 2.06 Nil Nil Nil Nil the year/ period end - Payable Sales Nil Nil 0.25 0.01 Nil Nil Nil Nil Purchases of Project 50.98 8.09 439.79 11.75 488.23 14.49 116.77 12.22 Material / Equipment Purchases of Intangible Nil Nil Nil Nil 1,831.91 54.37 Nil Nil Enterprise having Assets CEAQ Singapore substantial interest Services – Payable Nil Nil 80.00 2.14 105.13 3.12 87.64 9.17 Loan 5.04 0.8 12.81 0.34 Nil Nil Nil Nil Balances outstanding at 100.04 15.88 425.20 11.36 1,246.30 36.99 24.58 2.57 the year/ period end Payable UAB Tonbo Purchases of Project Nil Nil Nil Nil 153.06 4.54 155.73 16.29 Imaging, Lithuania Material / Equipment 22Name of related Relationship Nature of transaction For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 party ended June 30, 2025 (in ₹ millions, unless otherwise stated) Amoun Percentage Amount Percentage Amount Percentage Amoun Percentage t contribution to contribution to the contribution to t contributio the total expenses total expenses (%) the total n to the (%) expenses(%) total expenses (%) Subsidiary of enterprise Balances outstanding at Nil Nil Nil Nil 0.38 0.01 23.57 2.47 having substantial the year/ period end interest payable Sales Nil Nil Nil Nil 416.78 12.37 Nil Nil Reimbursement of Nil Nil Nil Nil 2.53 0.08 Nil Nil expenses – payable Purchases of Project Nil Nil Nil Nil 684.16 20.30 Nil Nil HBL Engineering Investing company Material / Equipment Limited Services – Payable Nil Nil Nil Nil 1.80 0.05 Nil Nil Balances outstanding at Nil Nil 0.41 0.01 0.41 0.01 Nil Nil the year/ period end Receivable Arvind Kondangi Service and Other 0.71 0.11 2.10 0.06 1.75 0.05 Nil Nil Lakshmikumar Payable Cecilia D'Souza Key Management Managerial 3.50 0.56 13.87 0.37 1.22 0.04 Nil Nil Personnel Remuneration Ankit Kumar Managerial 3.79 0.60 Nil Nil Nil Nil Nil Nil Remuneration 23For details of the related party transactions, see “Restated Consolidated Financial Statements – Note 45 - Related Party Disclosures”, on page 375. Financing arrangements There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors and any of their relatives have financed the purchase by any other person of securities of our Company (other than in the normal course of the business of the financing entity) during a period of six months immediately preceding the date of this Draft Red Herring Prospectus. Details of price at which specified securities were acquired by our Promoters, Selling Shareholders and members of the Promoter Group and Shareholders with the right to nominate Directors or any other rights in the three years preceding the date of this Draft Red Herring Prospectus Except as stated below, there have been no specified securities that were acquired in the last three years preceding the date of this Draft Red Herring Prospectus, by our Promoters, Selling Shareholders, members of the Promoter Group and Shareholders with a right to nominate directors or any other rights in our Company. A. Equity Shares Sr. Name of the acquirer/ Date of acquisition of Number of Equity Face value Acquisition No Shareholder securities Shares per Equity price per Share (in ₹) security (in ₹) Promoters 1. Arv ind Kondangi June 30, 2025 943,996 10.00 N.A. Lakshmikumar 2. Ank it Kumar June 30, 2025 576,973 10.00 N.A. March 31, 2024 19,541 10.00 3,391.15 March 31, 2024 10,826 10.00 3,391.14 3. Cec ilia D’Souza June 30, 2025 375,725 10.00 N.A. March 31, 2024 19,775 10.00 3,391.13 Promoter Group 4. Vini maya Advisory LLP June 30, 2025 125,343 10.00 N.A. March 27, 2025 3,200 10.00 25,000.00 March 27, 2025 3,397 10.00 N.A. ^ Selling Shareholders 5. CEA Q India June 30, 2025 1,931,255 10.00 N.A. March 27,2025 96,173 10.00 N.A.^ 6. CEA Q Singapore June 30, 2025 2,913,650 10.00 N.A. March 27,2025 153,350 10.00 N.A. ^ 7. Arti man Partners LLC June 30, 2025 74,993 10.00 N.A. March 27, 2025 3,947 10.00 N.A. ^ 8. Arti man Ventures Select June 30, 2025 33,858 10.00 N.A. 2014 L.P. March 27, 2025 1,388 10.00 N.A.^ March 27, 2025 394 10.00 25,000.00 9. Arti man Ventures Select June 30, 2025 532 10.00 N.A. 2014 Principals Fund March 27, 2025 22 10.00 N.A. ^ L.P. March 27, 2025 6 10.00 25,000.00 10. Ami t Dilip Shah* June 30, 2025 42,788 10.00 N.A. March 27, 2025 1,692 10.00 N.A. ^ March 27, 2025 560 10.00 25,000.00 11. Ram esh Radhakrishnan June 30, 2025 38,741 10.00 N.A. March 27, 2025 2,039 10.00 N.A. ^ 12. Tiru vidaimarudhur November 28, 2025 353,500 2.00 2.00 Srivatsan Sivashankar June 30, 2025 47,481 10.00 N.A. and Meera Sivashankar@ March 27, 2025 1,699 10.00 N.A. ^ March 27, 2025 800 10.00 25,000.00 13. Tim othy Guy Mitchell June 30, 2025 79,306 10.00 N.A. Shareholders with a right to nominate directors on the Board or any other rights (other than Selling Shareholders)# 14. HBL Engineering June 30, 2025 1,550,970 10.00 N.A. Limited March 27, 2025 81,630 10.00 N.A. ^ 15. Flor intree Flowtech LLP June 30, 2025 562,400 10.00 N.A. March 27, 2025 29,600 10.00 25,000.00 * Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. 24# For further details, see “History and Certain Corporate Matters – Summary of key agreements and shareholders’ agreements - Subscription and restated shareholders’ agreement dated February 6, 2025 entered into between our Company, HBL Engineering Limited, our Promoters, CEAQ Singapore, CEAQ India, Timothy Guy Mitchell, Serial Innovations Employee Stock Option Trust, Artiman Partners LLC, Artiman Ventures Select 2014 L.P., Artiman Ventures Select 2014 Principals Fund L.P., Amit Dilip Shah (as registered owner for Amit Shah Family Trust as the beneficial owner), Ramesh Radhakrishnan, Meghaa Karnani (as registered owner for Palita Associates as the beneficial owner), SSV Advisory Services LLP, Vinimaya Advisory LLP, Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar, Neville Manuel Fernandes and Mellita Fernandes, Nitin Agarwal (HUF), Anand Ladsariya, Shereen Bhan, Florintree Flowtech LLP, Yali Deeptech Fund I, Tenacity Ventures Fund – I, Export-Import Bank of India, Pranav Parikh, Paramjit Singh, Tonbo Imaging Inc and UAB Tonbo Imaging as amended by the amendment and waiver agreement dated December 20, 2025” on page 274. @Tiruvidaimurudhur Srivatsan Sivashankar acquired 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. ^ Allotted pursuant to conversion of (a) 96,173 Series A CCPS into 96,173 equity shares in the ratio of 1:1; (b) 153,350 Series B CCPS into 153,350 equity shares in the ratio of 1:1; (c) 3,044 Series B1 CCPS into 2,206 equity shares in the ratio of 1:0.7244; (d) 112,156 Series C CCPS into 81,630 equity shares in the ratio of 1:0.7278 and (e) 44,858 Series C1 CCPS into 30,999 equity shares in the ratio of 1:0.6911 in accordance with the terms of the Shareholders’ Agreement. The consideration for such equity shares (issued pursuant to conversion of the preference shares) was paid at the time of issuance of such preference shares. B. Preference Shares Sr. Name of the acquirer/ Date of acquisition Number of Face value per Acquisition No Shareholder of securities Preference Shares Preference Share price per (in ₹) security (in ₹) Selling Shareholders 1. Vini maya Advisory LLP March 31, 2024 4,916 10,171.00 10,171.00 2. Arti man Partners LLC March 31, 2024 5,712 10,171.00 10,171.00 3. Arti man Ventures Select March 31, 2024 2,008 10,171.00 10,171.00 2014 L.P. 4. Arti man Ventures Select March 31, 2024 32 10,171.00 10,171.00 2014 Principals Fund L.P. 5. Ami t Dilip Shah* March 31, 2024 2,448 10,171.00 10,171.00 6. Ram esh Radhakrishnan March 31, 2024 2,950 10,171.00 10,171.00 7. Tiru vidaimarudhur March 31, 2024 Srivatsan Sivashankar and 2,458 10,171.00 10,171.00 Meera Sivashankar@ Shareholders with a right to nominate directors on the Board or any other rights (other than Selling Shareholders)# 8. HBL Engineering Limited July 21, 2023 47,456 100.00 7,728.00 April 11, 2023 64,700 100.00 7,728.00 *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. # For further details, see “History and Certain Corporate Matters – Summary of key agreements and shareholders’ agreements - Subscription and restated shareholders’ agreement dated February 6, 2025 entered into between our Company, HBL Engineering Limited, our Promoters, CEAQ Singapore, CEAQ India, Timothy Guy Mitchell, Serial Innovations Employee Stock Option Trust, Artiman Partners LLC, Artiman Ventures Select 2014 L.P., Artiman Ventures Select 2014 Principals Fund L.P., Amit Dilip Shah (as registered owner for Amit Shah Family Trust as the beneficial owner), Ramesh Radhakrishnan, Meghaa Karnani (as registered owner for Palita Associates as the beneficial owner), SSV Advisory Services LLP, Vinimaya Advisory LLP, Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar, Neville Manuel Fernandes and Mellita Fernandes, Nitin Agarwal (HUF), Anand Ladsariya, Shereen Bhan, Florintree Flowtech LLP, Yali Deeptech Fund I, Tenacity Ventures Fund – I, Export-Import Bank of India, Pranav Parikh, Paramjit Singh, Tonbo Imaging Inc and UAB Tonbo Imaging as amended by the amendment and waiver agreement dated December 20, 2025” on page 274. Note: As on the date of this Draft Red Herring Prospectus, all the preference shares issued by our Company have been converted into equity shares. Weighted average price at which specified securities were acquired by our Promoters and Selling Shareholders in the one year preceding the date of this Draft Red Herring Prospectus There were no Preference Shares acquired by our Promoters and Selling Shareholders in the one year immediately preceding the date of this Draft Red Herring Prospectus. The weighted average price at which Equity Shares were acquired by our Promoters and Selling Shareholders in the one year immediately preceding the date of this Draft Red Herring Prospectus is as follows: Sr. No Name of the Shareholders Number of Equity Shares of Weighted average price per face value ₹2 each Equity Share^^# (₹) Promoters^ 1. Arvind Kondangi Lakshmikumar 4,719,980 - 2. Ankit Kumar 2,884,865 - 3. Cecilia D’Souza 1,878,625 - Selling Shareholders 4. Vinimaya Advisory LLP 659,700 197.06 25Sr. No Name of the Shareholders Number of Equity Shares of Weighted average price per face value ₹2 each Equity Share^^# (₹) 5. Timothy Guy Mitchell 396,530 - 6. CEAQ India 10,137,140 4.57 7. CEAQ Singapore 15,335,000 9.13 8. Artiman Partners LLC 394,700 147.19 9. Artiman Ventures Select 2014 L.P. 178,200 169.88 10. Artiman Ventures Select 2014 2,800 169.81 Principals Fund L.P. 11. Amit Dilip Shah* 225,200 172.73 12. Ramesh Radhakrishnan 203,900 147.15 13. Tiruvidaimarudhur Srivatsan 603,400 75.75 Sivashankar and Meera Sivashankar@ *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. ^^As certified by our Statutory Auditor, by way of the certificate dated December 22, 2025. ^ Also the Selling Shareholders. # The Company has pursuant to the Board and Shareholders’ resolutions, both dated June 30, 2025 approved the issuance of 10,883,599 bonus Equity Shares of face value of ₹10 each at a ratio of 19 Equity Shares for one Equity Share held by its Shareholders. Further, pursuant to resolutions passed by our Board and our Shareholders in the meetings each held on September 16, 2025, our Company has sub-divided its Equity Shares from face value of ₹10 each aggregating to face value of ₹2 each. Cost of acquisition has been adjusted for bonus issuance and sub-division of equity shares. Average cost of acquisition of the Equity Shares held by our Promoters and Selling Shareholders The average cost of acquisition per Equity Share acquired by our Promoters and each of the Selling Shareholders, as on the date of this Draft Red Herring Prospectus is as set forth below: S. Name Number of Equity Shares of Average cost of acquisition per No. face value of ₹2 each Equity Share^^# (in ₹) Promoters^ 1. Arvind Kondangi Lakshmikumar 4,968,400 Nil 2. Ankit Kumar 3,036,700 33.91 3. Cecilia D’Souza 1,977,500 33.91 Selling Shareholders 4. Vinimaya Advisory LLP 659,700 197.06 5. Timothy Guy Mitchell 417,400 Negligible 6. CEAQ India 10,164,500 4.83 7. CEAQ Singapore 15,335,000 9.13 8. Artiman Partners LLC 394,700 147.19 9. Artiman Ventures Select 2014 L.P. 178,200 169.88 10. Artiman Ventures Select 2014 Principals Fund L.P. 2,800 169.81 11. Amit Dilip Shah* 225,200 172.73 12. Ramesh Radhakrishnan 203,900 147.15 13. Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar@ 603,400 75.75 *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. ^^As certified by our Statutory Auditor, by way of the certificate dated December 22, 2025. ^ Also the Selling Shareholders. # The Company has pursuant to the Board and Shareholders’ resolutions, both dated June 30, 2025 approved the issuance of 10,883,599 bonus Equity Shares of face value of ₹10 each at a ratio of 19 Equity Shares for one Equity Share held by its Shareholders. Further, pursuant to resolutions passed by our Board and our Shareholders in the meetings each held on September 16, 2025, our Company has sub-divided its Equity Shares from face value of ₹10 each aggregating to face value of ₹2 each. Cost of acquisition has been adjusted for bonus issuance and sub-division of equity shares. For further details, see “Capital Structure” on page 97. Weighted average cost of acquisition of all shares transacted in the one year, 18 months and three years preceding the date of this Draft Red Herring Prospectus (a) Equity Shares The weighted average cost of acquisition for all Equity Shares acquired in one year, 18 months and three years preceding the date of the Draft Red Herring Prospectus is mentioned below. 26Period Weighted average Cap Price is ‘X’ Range of acquisition cost of Acquisition times the price per Equity (in ₹)^ weighted average Shares: lowest price - cost of highest price acquisition** (in ₹) Last one year preceding the date of this Draft 57.95 [●] 0*-250 Red Herring Prospectus Last 18 months preceding the date of this 57.95 [●] 0*-250 Draft Red Herring Prospectus Last three years preceding the date of this 60.69 [●] 0*-250 Draft Red Herring Prospectus The above details have been certified by our Statutory Auditor, by way of certificate dated December 22, 2025. **To be updated upon finalisation of the Price Band. * Adjusted for bonus issue and sub-division of equity shares. ^The Company has pursuant to the Board and Shareholders’ resolutions, both dated June 30, 2025 approved the issuance of 10,883,599 bonus Equity Shares of face value of ₹10 each at a ratio of 19 Equity Shares for one Equity Share held by its Shareholders. Further, pursuant to resolutions passed by our Board and our Shareholders in the meetings each held on September 16, 2025, our Company has sub-divided its Equity Shares from face value of ₹10 each aggregating to face value of ₹2 each. Cost of acquisition and price has been adjusted for bonus issuance and sub-division of equity shares. (b) Preference Shares The weighted average cost of acquisition for all Preference Shares acquired in one year, 18 months and three years preceding the date of the Draft Red Herring Prospectus is mentioned below. Period Weighted average Cap Price is ‘X’ Range of acquisition cost of Acquisition times the price per Preference (in ₹) weighted average Share: lowest price - cost of highest price acquisition** (in ₹) Last one year preceding the date of this Draft N.A. [●] N.A. Red Herring Prospectus Last 18 months preceding the date of this N.A. [●] N.A. Draft Red Herring Prospectus Last three years preceding the date of this 8,425.95 [●] 7,728.00 – 10,171.00 Draft Red Herring Prospectus Note: As on the date of this Draft Red Herring Prospectus, all preference shares issued by our Company have been converted into equity shares. Details of Pre-IPO Placement Our Company does not contemplate any further issuance of Equity Shares from the date of this Draft Red Herring Prospectus till the listing of the Equity Shares. Issue of equity shares for consideration other than cash in the last one year Except as stated in “Capital Structure – Shares issued for consideration other than cash or pursuant to bonus issue”, our Company has not issued any equity shares for consideration other than cash in the last one year preceding the date of this Draft Red Herring Prospectus. Split/consolidation of equity shares in the last one year Pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on September 16, 2025, each, the face value of the equity shares of our Company was sub-divided from ₹10 each to ₹2 each. Accordingly, issued, subscribed and paid-up equity share capital of our Company comprising 11,456,420 equity shares of ₹10 each were sub-divided into 57,282,100 Equity Shares of face value ₹2 each. The authorised share capital of our Company was reclassified to reflect the sub-division of the face value of the equity shares of our Company from equity shares of ₹10 each to Equity Shares of ₹2 each. The authorised share capital was changed from ₹11,497,500 divided into 57,487,500 equity shares of face value of ₹10 each and ₹2 each, respectively. For details, see “Capital Structure – Notes to Capital Structure –Share capital history of our Company – Equity Share Capital of our Company” and “History and Certain Corporate Matters - Amendments to the Memorandum of Association in the last 10 years” on pages 98 and 272, respectively. 27Except as mentioned above, our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date of this Draft Red Herring Prospectus. Exemption from complying with any provisions of securities laws, if any, granted by the Securities and Exchange Board of India Our Company has not sought any exemptions from SEBI from complying with any provisions of securities laws including the SEBI ICDR Regulations, as on the date of this Draft Red Herring Prospectus. 28CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION Certain conventions All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the ‘State Government’ are to the Government of India, central or state, as applicable. All references in this Draft Red Herring Prospectus to the “U.S.”, “USA” or “United States” are to the United States of America. Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time (“IST”). Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year. Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the corresponding page numbers of this Draft Red Herring Prospectus. Currency and units of presentation All references to: 1. “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees, the official currency of the Republic of India; 2. “US$” or “U.S. Dollars” or “USD” are to United States Dollars, the official currency of the United States of America. 3. “AUD” is to Australian Dollar, the official currency of Australia; and 4. “AMD” is to Armenian Dram, the official currency of Armenia. Exchange rates This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all. Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts into Rupee amounts, are as follows: (in ₹) Currency Exchange rate as on* June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 USD(1) 85.54 85.58 83.37 82.22 AUD(1) 55.83 53.67 54.34 55.13 AMD(1) 0.22 0.22 0.21 0.21 (1) Source: www.rbi.org.in, www.xe.com * In the event that any of the aforementioned date is a public holiday, the previous calendar day not being a public holiday has been considered. The exchange rate is rounded off to two decimal places. Financial and other data Our Company’s financial year (“Fiscal”, “Financial Year” or “Fiscal Year”) commences on April 1 and ends on March 31 of the immediately subsequent year. Accordingly, all references in this Draft Red Herring Prospectus to a particular Financial Year or Fiscal Year or Fiscal, unless stated otherwise, are to the 12-month period ended on March 31 of that particular calendar year. Unless stated otherwise or the context otherwise requires, the financial data and financial ratios in this Draft Red Herring Prospectus are derived from the Restated Consolidated Financial Statements of our Company. Except otherwise specified, our Company has presented certain numerical information in this Draft Red Herring Prospectus in “lakh”, “million”, “crores” “billion” and “trillion” units. One million represents 1,000,000, one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One lakh represents 100,000 and one crore represents 10,000,000. Figures sourced from third-party industry sources may be expressed in denominations other than millions or may be rounded off to other than two decimal points in the respective sources, and such figures have been expressed 29in this Draft Red Herring Prospectus in such denominations or rounded-off to such number of decimal points as provided in such respective sources. The Restated Consolidated Financial Statements included in this Draft Red Herring Prospectus under “Financial Information” on page 302 have been prepared basis the restated consolidated financial information of our Company, comprising the restated consolidated statement of assets and liabilities as at June 30, 2025, and March 31, 2025, the restated consolidated statement of profit and loss (including other comprehensive income/ (loss)), the restated consolidated statement of changes in equity, the restated consolidated statement of cash flows for the three months ended June 30, 2025 and the financial year ended March 31, 2025, the restated standalone statement of assets and liabilities as at March 31, 2024 and March 31, 2023, the restated standalone statement of profit and loss (including other comprehensive income/ (loss)), the restated standalone statement of changes in equity, the restated standalone statement of cash flows for the financial years ended March 31, 2024 and March 31, 2023, and the summary statement of material accounting policies, and other explanatory notes, based on audited financial statements as at and for the three months ended June 30, 2025 and the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared in accordance with Ind AS and each restated in terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013 the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. For further information, see “Restated Consolidated Financial Statements” on page 302. There are significant differences between Ind AS, the International Financial Reporting Standards issued by the International Accounting Standard Board (the “IFRS”) and the Generally Accepted Accounting Principles in the United States of America (the “U.S. GAAP”). Our Company does not provide reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our Company’s financial data. For details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition” on page 72. Prospective investors should consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar, and the impact on our financial data. The degree to which the financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not familiar with these accounting principles and regulations on our financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. Certain figures contained in this Draft Red Herring Prospectus, including financial information, have been subject to rounding adjustments. All decimals have been rounded off to two decimal points. However, where any figures may have been sourced from third-party industry sources, such figures may be rounded off to such number of decimal points as provided in such respective sources. In this Draft Red Herring Prospectus, (i) the sum or percentage change of certain numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. Unless the context otherwise requires, any percentage, amounts, as set in “Summary of this Draft Red Herring Prospectus”, “Risk Factors”, “Basis for Offer Price”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 16, 33, 125, 233 and 385, respectively and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of amounts derived from our Restated Consolidated Financial Statements. Non-Generally Accepted Accounting Principles Financial Measures Certain non-generally accepted accounting principles (“Non-GAAP”) measures included in this Draft Red Herring Prospectus, and certain other statistical information relating to our operations and financial performance, such as Gross Profit, Gross Profit Margin (%), EBITDA, EBITDA Margin (%), PAT Margin (%), Return on Equity (%), Return on Capital employed (%), Net Tangible Fixed Asset Turnover and Working Capital Days (“Non-GAAP Measures”), presented in this Draft Red Herring Prospectus are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with Ind AS, IFRS or U.S. GAAP. These Non-GAAP Measures and other statistical and other information relating to operations and financial 30performance should not be considered in isolation or construed as an alternative to cash flows, profit for the years/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP. In addition, these Non-GAAP Measures and other statistical and other information relating to operations and financial performance, are not standardised terms and may not be computed on the basis of any standard methodology that is applicable across the industry and therefore, may not be comparable to financial measures of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies. Further, they may have limited utility as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. For further details, see “Management’s Discussion and Analysis of Financial Position and Results of Operations – Non-GAAP Measures” and “Risk Factors – Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance have been included in this Draft Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable” on pages 404 and 66, respectively. Industry and market data Industry publications generally state that the information contained in such publications has been obtained from publicly available documents from various sources. The data used in these sources may have been re-classified by us for the purposes of presentation. Data from these sources may also not be comparable. Accordingly, no investment decision should be made solely on the basis of such information. The extent to which industry and market data set forth in this Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those disclosed in “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on page 65. Unless otherwise indicated, industry and market data used in this Draft Red Herring Prospectus is derived from the report titled, “Assessment of Global and Indian Defence Electronics and Technology Industry” dated December 2025 (“F&S Report”) commissioned by and paid for by our Company, pursuant to an engagement letter dated June 7, 2025. The F&S Report has been prepared and issued by Frost & Sullivan (India) Private Limited (“Frost & Sullivan”) for the purpose of understanding the industry exclusively in connection with the Offer. Frost & Sullivan has, pursuant to their consent letter dated December 18, 2025 has also confirmed that they are an independent agency, and confirmed that they are not related to our Company, our Directors, our Promoters, our Key Managerial Personnel, our Senior Management or the Book Running Lead Managers. The F&S Report is available on the website of our Company at https://tonboimaging.com/main/industry-report/ . In accordance with the SEBI ICDR Regulations, disclosures have been included in the section titled “Basis for Offer Price” on page 125, which include information relating to our peer group companies and industry averages. Such information has been derived from publicly available sources. Such public sources and publications are also prepared based on information as at specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base this information on estimates and assumptions that may prove to be incorrect. 31FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain “forward-looking statements”. All statements regarding our expected financial and results of operations, business, objectives, plans, and prospects are forward-looking statements, which include statements with respect to our business strategy, objectives, plans or goals, prospects, our expected revenue and profitability and other matters discussed in this Draft Red Herring Prospectus regarding matters that are not historical facts. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “estimate”, “likely”, “believe”, “expect”, “intend”, “plan”, “project”, “will”, “seek to”, “strive to”, “continue”, “achieve”, or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements. All forward-looking statements whether made by us or any third parties in this Draft Red Herring Prospectus are based on our current plans, estimates, presumptions and expectations, which in turn are based on currently available information and are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. Forward-looking statements reflect our current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. Although we believe that the assumptions on which such statements are based are reasonable, any such assumptions as well as the statements based on them could prove to be inaccurate. Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated with expectations relating to, and including, regulatory changes pertaining to the industry in India and abroad, specifically in jurisdictions in which we operate and our ability to respond to them; our ability to successfully implement our strategy, growth and expansion plans, technological changes; our exposure to market risks; general economic and political conditions in India or abroad which have an impact on our business activities or investments; the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices; the performance of the financial markets in India and globally; changes in domestic laws, regulations and taxes; changes in the incidence of any natural calamities and/or violence; and changes in competition in the industry in which we operate. For a further discussion of factors that could cause our actual results to differ, see “Risk Factors”, “Our Business”, “Industry Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 33, 233, 147 and 385, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated. There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward- looking statements and not to regard such statements to be a guarantee of our future performance. Neither our Company, our Promoters, any of the Selling Shareholders, Directors, nor the BRLMs, or any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with requirements of SEBI and as prescribed under applicable law, our Company will ensure that investors in India are informed of material developments pertaining to our Company and the Equity Shares forming part of the Offer from the date of this Draft Red Herring Prospectus until the date of Allotment. In accordance with the requirements of SEBI and as prescribed under the applicable law, our Selling Shareholders, severally and not jointly, in respect of statements made by them in this Draft Red Herring Prospectus, shall ensure (through our Company and the Book Running Lead Managers) that the investors are informed of material developments in relation to statements specifically confirmed or undertaken by them in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus until the date of Allotment, with respect to their Offered Shares. 32SECTION II – RISK FACTORS An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below before making an investment in our Equity Shares. We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may not be the only risks relevant to us, our Equity Shares, or the industry in which we currently operate or propose to operate. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implications of any of the risks mentioned in this section. If any or a combination of the following risks actually occur, or if any of the risks that are currently not known or deemed to be not relevant or material now actually occur or become material in the future, our business, cash flows, prospects, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment. In order to obtain an understanding of our Company and our business, prospective investors should read this section in conjunction with “Our Business”, “Industry Overview”, “Key Regulations and Policies in India”, “Restated Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 233, 147, 264, 302 and 385, respectively, as well as other financial information included elsewhere in this Draft Red Herring Prospectus. In making an investment decision, you must rely on your own examination of our Company and the terms of the Offer, including the merits and risks involved, and you should consult your tax, financial and legal advisors about the particular consequences of investing in the Offer. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment which may differ in certain respects from that of other countries. This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward- looking statements as a result of certain factors, including but not limited to the considerations described below and elsewhere in this Draft Red Herring Prospectus. Our fiscal year ends on March 31 of each year, and references to a particular Fiscal are to the 12 months ended March 31 of that year. Unless otherwise indicated, or if the context requires otherwise, the financial information included herein is based on our Restated Consolidated Financial Statements for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023 included in this Draft Red Herring Prospectus. For further information, see “Restated Consolidated Financial Statements” on page 302. The manner of calculation and presentation of some of the operational and financial performance metrics, and the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other jurisdictions. Unless otherwise indicated, or if the context otherwise requires, in this section, references to “the Company” or “our Company” are to Tonbo Imaging India Limited on a standalone basis, and references to “we”, “us”, “our”, are to Tonbo Imaging India Limited and its Subsidiaries, on a consolidated basis. Unless otherwise indicated, industry and market data used in this section has been derived or extracted from the report titled ‘Assessment of Global and Indian Defence Electronics and Technology Industry’ dated December 2025 prepared and issued by Frost and Sullivan (India) Private Limited, which has been commissioned and paid for by us and prepared, only for the purposes of understanding the industry exclusively in connection with the Offer (the “F&S Report”). The F&S Report will be made available on the website of our Company at https://tonboimaging.com/main/industry-report/ from the date of this Draft Red Herring Prospectus until the Bid/Offer Closing Date. Unless otherwise indicated, all financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular year, refers to such information for the relevant year. For further details, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks”, “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation - Industry and Market Data” and “Industry Overview” on pages 65, 31 and 147, respectively. 33Internal Risk Factors 1. Our business is cyclical in nature on account of it being geopolitically driven and subject to government budget cycles. Further, tender-based procurement cycle results in poor revenue visibility, which may have an adverse impact on our business, financial stability, results of operations, investor confidence, and the ability to secure financing for growth or innovation. Our Company operates in the defence electronics sector, which is exposed to the complexities of government procurement processes. These processes are typically characterised by extended timelines, multiple layers of scrutiny, and dependence on government budget cycles. Funding for defence projects is subject to annual or multi- year government budgets, which can be delayed or reprioritised due to shifting political or economic circumstances. Further defence procurement is governed by strict regulatory frameworks, requiring extensive documentation, technical evaluations, and compliance checks. Additionally, multiple government agencies and oversight bodies are often involved, each with their own review and approval processes, further extending procurement cycles. This results in protracted decision-making and contract award timelines which lead to uncertainty in order inflows and revenue volatility. As per the F&S Report, in recent years, geopolitical instability, such as border conflicts, rising regional tensions, and emerging non-state threats, has led to accelerated procurement through emergency purchase mechanisms and fast-track acquisitions. These mechanisms are designed to address immediate operational needs, leading to sudden spikes in demand for defence electronics. While this has created short-term demand spikes, such procurement cycles are episodic and may not be sustained if geopolitical tensions subside or governments revert to conventional, multi-year acquisition programs. The episodic nature of emergency procurement leads to fluctuations in order volumes and revenue, making it difficult for companies to forecast and plan long-term investments or resource allocation. Consequently, revenue visibility can be inconsistent, and conversion of opportunities from the broader Total Addressable Market (“TAM”) and Serviceable Addressable Market (“SAM”) often remains a prolonged, resource-intensive process in the absence of conflict-driven urgency. While our Company has historically benefitted in such events, there is no guarantee that future conflict-driven demand spikes will result in orders for our Company. The outcome of such procurement will depend on factors including tender timelines, product suitability, competition, and available capacity. The need to maintain readiness for both episodic surges and prolonged procurement cycles can strain resources, as we must balance the costs of maintaining capacity with the uncertainty of future demand. The unpredictability of procurement cycles complicates strategic planning, investment decisions, and supply chain management. We may face challenges in maintaining a competitive edge if we are unable to adapt quickly to shifts between emergency and conventional procurement modes. While our revenue from operations has grown more than 4.5 times from ₹ 968.28 million in Fiscal 2023 to ₹ 4,690.80 million in Fiscal 2025, the lack of consistent revenue visibility can impact financial stability, business, results of operations, investor confidence, and the ability to secure financing for growth or innovation. For instance, there has been an increase in domestic procurement between Fiscal 2023 and Fiscal 2025, as well as the subsequent rise in enquiries and orders in the three months ended June 30, 2025, due to heightened geo-political uncertainties globally. The conversion of such demands into orders is on-going and it is difficult to predict the pace of conversion with accuracy, which might have an impact on our future business, financial stability, results of operations etc. There can be no assurance that a sudden demand spike followed by demand drop will not occur in the future. The lack of consistent revenue visibility can impact financial stability, business, results of operations, investor confidence, and the ability to secure financing for growth or innovation. 2. While we are not dependent on a single customer and we typically have short term, non recurring contracts with a majority of our customers which are based on tenders, some of our customers have contributed significantly to our revenue from operations in the three months ended June 30, 2025 and the last three Fiscals. If our customers choose not to source their requirements from us or to terminate our contracts or purchase orders or tenders, our business, cash flows, financial condition and results of operations may be adversely affected. Our customers include global militaries, system integrators who supply to global militaries and procurements by NATO countries, law enforcement and homeland security agencies and other global defence OEMs and our customer base currently comprises of multinational and Indian customers in over 24 countries which includes customers in Israel, Armenia, Spain, the Philippines and the United States of America. 34We typically enter into contracts with our customers via a competitive bidding process in which we compete for tenders based on, among other factors, pricing, technical capabilities and performance, as well as reputation for quality, experience, past track record, and financing capabilities. The growth of our business and ability to gain customers depends on our ability to win tenders in a competitive bidding process. We do not have annuity revenues since these contracts are typically short term and non-recurring in nature. Our pricing terms, payment cycles and permitted adjustments are generally set out in advance and we may not be able to renegotiate/reset prices set out, in the event of significant unanticipated changes in our material procurement expenses. Accordingly, our relationship with our customers are short term and typically for the manufacture of a specific product. However, some of our tenders garner us customers who contribute significantly towards revenue from operations for particular periods. Leveraging this relationship and the trust reposed through the showcase of our technical capabilities could provide us with an edge over other competitors participating in future bids. The table set forth below provides the revenue contribution and revenue contribution as a percentage of our revenue from operations of our largest customer, our top 10 customers and our top 20 customers, for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars*# For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amoun As a Amoun As a Amoun As a Amoun As a t percentage t percentage t percentage t percentage (₹ of revenue (₹ of revenue (₹ of revenue (₹ of revenue million) from million) from million) from million) from operations operations operations operations (%) (%) (%) (%) Largest 242.37 35.29 2,676.9 57.07 1,888.8 44.11 559.81 57.81 customer 3 1 Top 10 676.74 98.54 4,479.2 95.49 3,618.1 84.50 826.77 85.39 customers 5 0 Top 20 677.75 98.69 4,628.1 98.66 3,827.8 89.39 836.75 86.42 customers 7 0 * Due to confidentiality requirements applicable to defence and government procurement contracts, the names of the customers have not been disclosed. #The same customer was the largest customer in both Fiscal 2025 and Fiscal 2024 but was not a customer in Fiscal 2023. Further, our current order book is significantly concentrated among a few large defense customers, primarily in global militaries, law enforcement, homeland security agencies and other global defence OEMs. While such deals have demonstrated our ability to win complex, high-value contracts, they introduce risk due to customer dependence. Additionally, we primarily operate in a procurement ecosystem driven by individual, competitive tenders issued by defence and security agencies. Each tender typically corresponds to a specific requirement, with limited scope for repeat or follow-on orders. Unlike commercial sectors that benefit from annual contracts or recurring orders, the defence sector’s reliance on standalone procurement events leads to uneven revenue flow and limited visibility beyond the current order book. This necessitates constant pursuit of new tenders and customer programs to sustain and grow revenue, increasing our dependence on winning fresh opportunities in a highly competitive and budget- constrained environment. Many of our government customers are subject to budgetary constraints and our continued performance under the contracts, or award of additional contracts from these government agencies, could be jeopardized by budget restrictions of the state or central governments. A significant decline in government expenditures generally could adversely affect our business and products. Our operating results may also be negatively impacted by other developments that affect these government programs generally, including the following: • changes in government programs that are related to our products and services; • changes in various economic policies including in relation to shifts in domestic spending and tax policy, and general economic conditions and developments; • adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations; • changes in political or public support for security and defence programs; • uncertainties associated with the war on terror and other geo-political matters; 35• decline or reprioritisation of the country’s defence budget; and • delays in the payment of our invoices by government payment offices. These developments and other factors could cause government entities and public sector undertakings to reduce their purchases under existing tenders, to exercise their rights to terminate tenders at their will, any of which would cause our revenue to decline and could otherwise harm our business, financial condition, and results of operations. 3. Our top ten suppliers contributed to a significant portion of our total expenses; 29.37%, 35.46%, 67.49% and 64.40% of our total expenses in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. We are dependent on our top ten suppliers and failure to maintain our relationship with our suppliers could adversely affect our business, financial condition, results of operations and prospects. A significant portion of our total expenses are towards our ten largest suppliers, and thus we are heavily dependent on them. We have not entered into long-term contracts with our raw material suppliers and all our procurements and supplies are by way of purchase orders which govern the commercial terms, including but not limited to the minimum product standards, quantity, price etc. In the absence of long-term contracts establishing formal exclusive relationships between us and such parties, we cannot assure that such business relationships shall last for long or at all and we may lose a significant portion of our revenues to our competitors. Our current arrangements with our suppliers may not remain in effect, or on similar terms, or at all. Our business is dependent on our ability to maintain and strengthen our relationships and arrangements with our existing key suppliers. The loss of one or more of key suppliers or a reduction in the amount of business we obtain from them could have an adverse effect on our business, results of operations, financial condition and cash flows. While we have not faced any such instances of termination of contracts by our key suppliers, which materially and adversely affected our results of operations for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, we cannot assure you that we will be able to maintain historic levels of business and/or negotiate and enter into contracts on terms that are commercially viable with our key suppliers in the future. The following tables set forth expense towards our largest suppliers as a percentage of total expense for the periods indicated: Suppliers For the three months For the Fiscals ended June 30, 2025 2025 2024 2023 (₹ in (% of total (₹ in (% of (₹ in (% of (₹ in (% of million) expense) million) total million) total million) total expense) expense) expense) Three largest 149.73 23.77 897.60 23.98 1,532.05 45.47 377.06 39.45 suppliers Five largest suppliers 165.14 26.22 1,058.19 28.27 1,922.50 57.06 488.49 51.11 Ten largest 185.00 29.37 1,327.42 35.46 2,273.93 67.49 615.56 64.40 suppliers* *Our ten largest suppliers include CEAQ Singapore, Prakash Engineering Works, Kaynes Technology India Limited, Syratron Technologies Pte. Ltd, Syratron Technologies Private Limited, SCD Semi Conductor Devices Limited, RP Optical Lab Ltd., Avalon Technology, Services Private Limited and Toolfit, Lynred, Marvel CNC Technologies and Bisen Aerospace Pvt. Ltd. These suppliers may not be our ten largest suppliers in each of the above Fiscals and the disclosure of names has only been made for such customers who have consented to being named as ten largest suppliers. Remaining names from our ten largest suppliers are not mentioned in this Draft Red Herring Prospectus due to non- receipt of consents for naming them as our supplier. Our inability to renegotiate our contractual arrangements with them will be adversely affected and may lead to a decline in our revenue from operations. Further, we cannot assure you that our suppliers will not make our raw materials unavailable to us and enter into exclusive arrangements with our competitors due to a more attractive offer being advanced. Our suppliers could also potentially shut down or cease their business operations due to factors beyond our control. Any adverse change in our relationships with our major suppliers, including the complete withdrawal of our critical components by them or their inability to fulfil payment obligations to us in a timely manner, or inability to renew our contract on favourable terms could have an adverse effect on our business and results of operations. 4. We are dependent on limited global suppliers for critical components and other materials. The availability and cost of such critical components and materials could adversely affect our business, financial condition, results of operations and prospects. 36Our advanced electro-optics systems rely on a narrow supplier base for critical components such as uncooled and cooled infrared focal plane arrays, OLED micro displays, high-performance optics, and specialized coatings. Globally, these components are manufactured by a limited number of suppliers, often concentrated in specific geographies such as Europe, South East Asia and China with export controls or subject to geopolitical risks. The table below sets out the cost incurred in purchase of the critical components from domestic and international suppliers as a percentage of our total expense and revenue from operations for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Particulars For the three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 June 30, 2025 Amount As a As a Amount As a As a Amount As a As a Amount As a As a (₹ percentage percentage (₹ percentage percent (₹ percentage percentage (₹ percentage percentage million) of total of revenue million) of total age of millio of total of revenue million) of total of revenue cost of from cost of cost revenue n) cost of cost from cost of cost from goods sold operations of goods from of goods operations( of goods operations (%) (%) sold operatio sold %) sold (%) (%) ns (%) (%) (%) Cost of 26.9 7.78 3.93 401.26 19.61 8.55 882.2 40.11 20.60 226. 38.55 23.41 critical 9 3 69 compone nts procured from domestic suppliers Cost of 76.2 21.99 11.10 1,073. 52.46 22.88 906.7 41.23 21.18 340.8 57.96 35.20 critical 3 36 4 3 compone nts procured from internatio nal suppliers Further, the production and procurement of critical components for our products are dependent on our suppliers being able to procure raw materials, such as Germanium, Silicon and Carbon. As per the F&S Report, Germanium is a scarce and expensive raw material and is subject to government licensing/export restrictions in certain geographies like China. As per the F&S Report, raw materials like Germanium and rare earth elements used in infrared optics are mined in only a few countries, such as China and Russia and face increasing scarcity and price volatility affecting the supply chain. Such dependencies pose a significant risk to our production continuity and cost structure. Where technically feasible and commercially viable, our in-house intellectual property and vertically integrated design capabilities enables us to re-engineer systems to accommodate alternate components when necessary. However, such re-engineering may result in increased costs, extended development timelines and potential changes in product specifications. We are also actively investing in R&D for development of Germanium-free lenses. These lenses will use Chalcogenide and other polymer materials which have both transmissivity and refractive index that will support better imaging in long wave infrared. While a successful development of an alternative would reduce long-term reliance on constrained resources, like Germanium and enhance supply chain resilience, there is no certainty that we will succeed in developing alternatives that are both technologically and commercially viable. Our success depends on the uninterrupted supply of critical components which are subject to various uncertainties and risks. We have had difficulties sourcing critical components in Fiscal 2023 when supply chains for semi- conductors were globally disrupted following the COVID -19 pandemic. Although the underlying supply chain disruption occurred in Fiscal 2023, its operational impact manifested in the subsequent years. This led to execution delays in Fiscal 2024 and Fiscal 2025 resulting in liquidated damages being paid to some of our customers amounting to ₹ 218.20 million and ₹ 189.27 million, respectively. However, despite the impact of COVID -19, the stability of the supply chain has since improved consistently in Fiscal 2024 and 2025, any global instability including geo-political conflicts could adversely impact timely availability of components and materials needed by our business. We cannot assure you that there won’t be a failure to supply or any delay in the future, which may have an impact on the business and the profitability of our Company. Further, most of our procurement of critical components is done by paying cash upfront rather than by suppliers credit, which exposes us to the risk of credit worthiness of our suppliers. While we have not experienced such an instance where the cash has been unrecoverable in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you such an instance will not occur in the future. 375. As a global defence electronics OEM, our business is dependent on exports and the performance of geographies where we supply our products. In Fiscal 2025 and 2024, 65.52% and 48.61% of our revenue from operations was from exports and in particular from exports to Europe. Any adverse changes in the geographies where we supply our products could have an adverse impact on our business, cash flows, results of operations and financial condition. We have supplied our products to customers across 24 countries as of June 30, 2025. We have seen a significant growth in revenue from exports, it has increased from 18.66% in Fiscal 2023 to 65.52% in Fiscal 2025. The table below sets forth details of the customers served outside India and revenue generated from such customers in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three For the year ended March 31, months ended June 30, 2025 2025 2024 2023 Revenue from customers located outside India (₹ 44.89 3,073.38 2,081.46 180.64 million) Revenue from customers located outside India as a 6.54 65.52 48.61 18.66 percentage of the revenue from operations (%) The following table sets out our revenue from operations by geographical spread for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Geography For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount Percentage Amount Percentage of Amount Percentage of Amount Percentage of (₹ of revenue (₹ revenue from (₹ revenue from (₹ revenue from million) from million) operations million) operations million) operations operations (%) (%) (%) (%) India 632.86 92.15 1,570.44 33.48 1,748.62 40.84 656.36 67.79 Europe 3.19 0.46 3,065.18 65.34 1,888.81 44.11 - NA Asia - - NA 7.69 0.16 13.88 0.32 8.14 0.84 Pacific United - NA 0.51 0.01 - NA - NA States of America Rest of the 41.70 6.07 - NA 178.77 4.17% 172.49 17.81 world (Middle East/Africa) Total sale 677.75 98.69 4,643.82 98.99 3,830.08 89.45 836.99 86.44 of products and solutions Revenue 686.77 100.00 4,690.80 100.00 4,281.89 100.00 968.28 100.00 from operations As put forth above, while we have realised substantial international revenues from three export markets in Europe, in the last two Fiscals, substantial revenues from many of the other international markets are yet to materialize. As per the F&S Report, the defence procurement regulations favour domestic OEMs and system integrators in many countries. Thus, winning sizeable orders often requires strong local references, proven operational performance, and strategic endorsements. Our approach so far has been focused on building these critical references, even if it meant securing smaller initial orders or technology demonstrations. While these efforts are strategic and aimed at long-term market penetration and we have secured large scale orders in three countries of Europe, they have not yet translated into significant repeat or volume-based business from most of the other overseas regions we have set forth in. If we are unable to realise revenue from our international market despite our global footprint, our business may be adversely affected. We are also exposed to fluctuations in the performance of the defence electronics sector, in the aforementioned geographies. Any change in law, regulations, defence budgets and policies in foreign jurisdictions, like potential sanctions, trade embargoes, increase in the tariffs where we sell our products or plan to sell our products may have an adverse impact on our business, financial condition, cash flows and results of operations. Further, foraying into the international markets would be subject to numerous political and economic factors, legal requirements such 38as obtaining necessary licenses or approvals, like SCOMET, and other risks associated with doing business globally. Therefore, we may not be able to expand our export business, which could have an adverse effect on our business, financial condition and results of operations. The defence electronics sector may perform differently in India and be subject to market and regulatory developments that are dissimilar to the markets in other parts of the world. Further, as other countries prioritize domestic defense production through mandates for domestic suppliers and offset obligations, the appetite for imported solutions may shrink or require deeper local partnerships. A shift in revenue mix away from exports towards Indian orders, particularly under increased domestic procurement mandates, could result in margin compression and impact our overall profitability profile. Further, since we do not have established offices and dedicated sales presence overseas, we may from time to time engage third parties to represent us and enable our participation in tenders issued in overseas jurisdictions. Since such engagements are typically on an ad-hoc and non-exclusive basis, there is no assurance that such representatives will enable our effective participation in and/or our securing of award of such tenders. If we are unsuccessful in securing such tenders, our exports, and thereby our business, financial condition and results of operations may be adversely impacted. While we have not experienced any of the above stated instances, we cannot assure you that any such instance will not occur in the future. 6. We operate in an industry which is highly regulated and are subject to stringent government regulations. If we fail to comply with the applicable regulations and rules prescribed by the Government of India and the relevant statutory or regulatory bodies or fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required for our business, our results of operations and cash flows may be adversely affected. We operate in an industry which is highly regulated and our operations, including manufacturing are subject to stringent laws and regulations. We are required to obtain and maintain a number of statutory and regulatory licences, registrations, permits and approvals under central, state and local government rules in India, generally for carrying out our business. Obtaining licenses, registrations, permits and approvals or their renewals are time consuming processes and subject to frequent delays. We have obtained a number of licenses, registrations, permits and approvals from the relevant authorities and are renewing such statutory approvals periodically for the existing facility, however, if we fail to obtain some or all of these approvals or licenses, or renewals thereof, in a timely manner or at all, or if we fail to comply with applicable conditions or it is claimed that we have breached any such conditions, our license or permission for carrying on a particular activity may be suspended or cancelled and we may not be able to carry on such activity, which could adversely affect our business, results of operations, cash flows and financial condition. Pursuant to the conversion of our Company to a public limited company and the consequent change in the name of our Company, as mentioned in “History and Certain Corporate Matters” on page 271, we have filed and will file certain applications / intimations for issuance of fresh approvals or to take on record the change of name in various licenses obtained from regulatory or statutory authorities under the applicable laws, as applicable. For further information on the nature of approvals and licenses required for our business and for information on the material approvals applied for, see “Key Regulations and Policies in India” and “Government and Other Approvals” on page 264 and 427, respectively. Further, we are an Indian private sector company engaged in designing, developing and manufacturing a wide range of defence products and solutions. In order to sell/export some of our products, our products must be approved by government agencies like the Department for Promotion of Industry and Internal Trade (“DPIIT”) and Department of Defence Production, Ministry of Defence, or Directorate General of Foreign Trade in India and by the government agencies in the countries in which we do business. We are also required to obtain SCOMET licences from the Directorate General of Foreign Trade individually for each and every export order prior to shipment of goods. If there is any failure by us to comply with the applicable regulations or if the regulations governing our business are amended, it may reduce our revenue, increase costs, adversely affect our business, financial condition and results of operations. While there have been no instances in the three months ended June 30, 2025 and the last three Fiscals, where we failed to obtain regulatory approvals or had our license suspended or cancelled by any regulatory authority, which adversely impacted our operations, we cannot assure you that such instances will not arise in the future. Further, our Company’s supplies are categorised as an “Indigenously-Designed, Developed and Manufactured” (“IDDM”) under India’s Defence Acquisition Procedure 2020 (“DAP 2020”). In order to supply as an IDDM under DAP 2020, our Company must be owned and controlled by resident Indian citizens and must comply with the conditions that the final product be indigenously designed, developed and manufactured with a minimum of 50% indigenous content on cost basis of the base contract price i.e. total contract price less taxes and duties. 39Failure to adhere to these requirements under the DAP 2020 not only exposes our Company as a vendor to disqualification, liquidated damages, and forfeiture of performance guarantees but may also trigger blacklisting and debarment under the MoD’s Guidelines for Putting on Hold, Suspension and Debarment of entities dealing with the Ministry, thereby materially affecting our eligibility for future government procurements. We are pursuing certain programmes under IDDM, and thus are subject to the adverse impacts of failure to adhere to these requirements. Further, any variation in any policies of the Government of India in the defence sector may have an adverse impact on our business, results of operations, financial condition and cash flows. 7. We are measured against high quality standards and stringent performance requirements by our customers. Any failure by us to comply with these standards or performance requirements may lead to the cancellation of existing and future orders, recalls, liquidated damages, invocation of performance bank guarantees or warranty and indemnity or liability claims, which could adversely affect our reputation, business, results from operations, financial conditions and cash flows. We are a global defence electronics OEM that designs and develops advanced imaging, processing, and communication systems for surveillance, reconnaissance, targeting, and control. Our full-stack capabilities, ranging from core sensor technology to fully integrated autonomous platforms focused on battlefield applications across land, air, and sea through advanced imaging, situational awareness, and combat systems tailored for modern warfare which is driven by technology and autonomous systems. Given the nature of our products, and the sector in which we operate, our customers typically have high standards for product quality and delivery schedules and our products are measured against stringent specifications of our customers. Adherence to quality standards is a critical factor as a defect in products delivered by us or failure to make timely deliveries of products and solutions as per our customers’ requirements and specifications and/or if our customers are dissatisfied with the quality of our products in any manner may lead to cancellation of supply orders by our customers or invocation of warranty These customer specifications or requirements are provided by our customers through tender documents circulated by them as part of the competitive bidding process. Our customers provide a varying range of specifications which include, inter alia, specifications in connection with the design and manufacturing of the product, technical clearance testing and inspection, safety, quality, adherence and compliance with environmental, health and safety laws. The failure by us to achieve or maintain compliance with these requirements or quality standards may disrupt our ability to supply products to our customers until compliance with such requirements or standards is achieved. Further, given our products find use in combat situations, any failure or defect or lapse in quality standards of our products could have significantly adverse outcomes including injury and/or the death of the end-user. While there have been no injuries or deaths attributed to failure, defect or lapse in quality standards our products, there can be no assurance that such an instance will not take place in the future. We have put in place internal quality assurance control systems to ensure that our products will be able to satisfy our customers’ quality standards. Our internal quality test is conducted on the pilot engineering unit manufactured by us in our research centre prior to dispatch to our contract manufacturing facilities for mass production. Our quality test includes a visual inspection, mechanical tests, electrical tests, followed by checks on inter alia in built satellite based position system, digital magnetic compass, display, dioptre adjustment, power supply, recording and data transmission, service life and environment and durability test. However, our procedures, tests and processes may fail to test for all possible conditions of use or identify all defects in the design, engineering or specifications in our products. Certain of our customers also conduct a pre-delivery inspection of the finished products through third parties at their facilities. If the products that we deliver fail to meet the quality standards at pre-delivery inspection, the customer will reject the shipment, and we will not receive payment. Further, the products may also be subjected to a third level of quality check in certain instances where the finished product delivered by us is validated by our customers upon delivery. As a part of acceptance process, our products undergo testing and if rejected, the customer has the right to raise a warranty claim within the warranty period (typically 1-2 years but can go up to 5 years) and we may have to replace the entire batch or a large portion of such batch of products. While we have not experienced cancellation of agreements due to failure to meet quality requirements in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such instances will not arise in the future. Further these quality tests incur substantial costs and our products are required to undergo multiple such quality tests. Failure of our products in passing these tests and thereby leading to loss of the contract would result in significant impact on our reputation, business, results from operations, financial conditions and cash flows. While no such instance has occurred in the three months ended June 30, 2025 and the last three Fiscals, we cannot guarantee such an instance would not occur in the future. In order to check compliance with the technical specifications and quality standards, certain of our customers have 40audited our research centre and manufacturing processes in the past and may undertake similar audits periodically in the future. These audits play a critical role in customer retention and any adverse issues that arise in the course of these audits may lead to the relevant customer cancelling their orders with us, until we successfully address any concerns or issues leading to a loss of business from such customer. Our contracts typically require us to indemnify our customers against any liabilities and expenses incurred as a result of failure of performance of the products. Customers can enforce such indemnities against us, unless such defect, damage or delay is caused due to the customer’s wilful misconduct, fraud, gross negligence or wilful misrepresentation. Under our agreements with our customers, we are liable to pay liquidated damages for any delay in the supply of products. These liquidated damages typically range from 1/100 of delay percentage per week and are capped at 10% of delayed value. There have been certain instances in the three months ended June 30, 2025 and the last three Fiscals where inability to meet schedule timelines have resulted in the payment of liquidated damages by our Company to indemnify our customers. We cannot assure you such instances will not take place in the future. The table below sets forth the expense incurred in payment of liquidated damages in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount As a Amount As a Amount As a Amount As a (₹ percentage (₹ million) percentage (₹ percentage (₹ percentage million) of total of total million) of total million) of total expenses expenses expenses expenses (%) (%) (%) (%) Liquidated 4.34 0.69 189.27 5.06 218.20 6.48 4.38 0.46 damages Our customers typically also require us to issue performance bank guarantees for such quality and delivery related obligations which can be enforced against us in case of defective or damaged products or delay in delivery of the products or services supplied by us. The performance bank guarantees which we are required to furnish to our customers typically range from 3% to 5% of the total contract value of the order. These performance bank guarantees furnished by us to our customers are time bound and the expiry period of such guarantees are subject to the commercial terms entered into with each customer. For certain customers, if the performance bank guarantee is invoked our Company must replenish the amount within 30 days, failing which shortfall can be deducted from stage payments. Performance bank guarantees are released upon satisfactory completion of the work. There has been an instance in Fiscal 2025, where inability to meet scheduled timeline for an R&D project resulted in the invocation of performance bank guarantees by one of our customers. We cannot assure you such instances will not take place in the future. The table below sets forth the expense incurred due to invocation of performance bank guarantee in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount As a Amount As a Amount As a Amount As a (₹ percentage (₹ million) percentage (₹ percentage (₹ percentage million) of total of total million) of total million) of total expenses expenses expenses expenses (%) (%) (%) (%) Expense - - 7.52 0.20 - - - - incurred in payment of performance bank guarantee Depending on the terms under which we supply products, if we supply products that do not comply with the specifications provided by our customers, our customers may hold us responsible for some or all of the repair or replacement of faulty products and may raise warranty claims during the warranty period. Such instances could adversely affect our reputation and business and, to the extent not covered by insurance, our results of operations, financial condition and cash flows. Certain of our contracts also mandate that any (i) downtime exceeding 10% of the warranty period or (ii) common defect in more than 5% of items/components, requires full replacement of equipment with upgraded design across all units supplied and yet to be supplied by us. Further, most of our 41contracts obligate our Company to provide free changes/upgrades (including technical details, drawings, test techniques) within 45 days of such alteration. Additionally, our Company is also required to provide product support/spares for 10 years and to give 2 years’ notice prior to closure of production line. This creates long-term obligations and potential cost burden. Our customers are also endowed with unilateral rights to terminate the contracts, any termination due to quality defects, may adversely affect our reputation and business. To ensure minimal defects, we may be required to incur significant expenses to maintain our quality assurance and quality control systems and incur additional costs in order for us to satisfy our obligations towards indemnification or payment of liquidated damages or our obligations enforced during the warranty period which may adversely affect our business, financial condition, results of operations and prospects. 8. Any failure to protect or enforce our rights to own or use trademarks and brand name and identity could have an adverse effect on our business, goodwill and competitive position. Our core strength lies in complete ownership of a large portfolio of unrestricted intellectual property with respect to infrared imaging, night vision, computer vision and deep learning, precision stabilization, autonomous fire control, directed energy, option communications, high altitude surveillance, missile seekers etc. We focus on design, creation and ownership of intellectual property. We own the brand and intellectual property for all of our designs and control the supply chain. Our Company has been issued five patents from the US Patent and Trademark Office which were assigned from CEAQ Singapore to our Company pursuant to an assignment agreement dated April 25, 2025. Further, our Company has five assignment agreements with CEAQ Singapore by way of which multiple intangible assets have been assigned to our Company pursuant to deeds of assignment each dated March 11, 2024. For further details on our IP portfolio, see “Our Business – Intellectual Property Rights” and “Government and Other Approvals – Intellectual Property” on pages 261 and 428. Further, as of the date of this Draft Red Herring Prospectus, we have one trademark under class 9 which was transferred to us from CEAQ Singapore by way of an assignment agreement dated July 26, 2024 and an application for transfer of this trademark from CEAQ Singapore to our Company has been submitted to the Registrar of Trademarks under the Trademarks Act, 1999, and one application for registration of a new trademark under Class 9, which are currently pending approval. Additionally, we have made four patent applications which are currently pending approval from the Indian Patent Office. There can be no assurance that such trademark and patents will get transferred or registered to us. Further, we possess technical knowledge about our products and manufacturing know-how. We have gained such technical knowledge through our own experiences, R&D initiatives undertaken by us, over the years. Our technical knowledge is a significant independent asset. Our technical knowledge i.e., knowledge of our manufacturing processes and related aspects, is an asset that may not be sufficiently protected by intellectual property rights. As a result, we cannot be certain that our technical knowledge will remain confidential in the long run. Our future success depends, in part, on our ability to protect these intellectual property and other proprietary rights that we may develop. We rely primarily on patents, trademarks, designs and technical knowledge, as well as other contractual provisions, to protect our intellectual property and other proprietary rights. A significant number of our employees have access to confidential design and product information and there can be no assurance that this information will remain confidential. Moreover, certain of our employees may leave us and join our various competitors. While our employees are subject to strict confidentiality, non-disclosure, non-solicitation and non- compete obligations under the respective agreements entered with them, we cannot assure you that we will be able to successfully enforce such provisions. We also enter into confidentiality and non-disclosure agreements with our suppliers and business partners, however, we cannot assure you that parties will not breach their confidentiality obligations under such arrangements. The potential damage from such breach of any confidentiality obligations is heightened if such designs and products are not patented, and thus we may have no recourse against copies of our products and designs that enter the market subsequent to such leakages. Even if all reasonable precautions, whether contractual or otherwise, are taken to protect our confidential technical knowledge of our products and business, there is a risk that certain proprietary knowledge may be leaked, either inadvertently or willfully, at various stages of the production process. We operate in highly sensitive areas and such leakage could adversely affect such critical programmes and our goodwill as well as future prospects with key agencies in the sector. In the event the confidential technical information in respect of our products or business becomes available to third parties or to the general public, any competitive advantage we may have over other companies in the sectors we operate in could be harmed. If a competitor is able to reproduce or otherwise capitalise on our technology, it may be difficult, expensive or impossible for us to obtain necessary legal protection. Any leakage of confidential technical information could have an adverse effect on our business, goodwill results of operations, financial condition and future prospects. While we have not encountered any instances of confidential information, including technical knowledge, regarding our manufacturing operations, products, or customers being leaked in 42the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such instances will not arise in the future. Further, any failure to register or renew the registration of our registered trademark or patents may affect our right to use such trademark in future. Our efforts to protect our intellectual property in India and abroad may not be adequate and any third party claim on any of our unprotected intellectual property may lead to erosion of our business value, goodwill and our reputation, which could adversely affect our operations. Third parties may also infringe or copy our registered brand name in India and abroad which has been registered by us in India. We may not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our intellectual properties in India and abroad. Moreover, our ability to protect, enforce or utilize our brand name is subject to risks, including general litigation risks. Furthermore, we cannot assure you that such brand name will not be adversely affected in the future by actions that are beyond our control, including customer complaints or adverse publicity from any other source in India and abroad. Any damage to our brand name, if not immediately and sufficiently remedied, could have an adverse effect on our business and competitive position in India and abroad. While we have not experienced any such instance in the three months ended June 30, 2025 and the last three Fiscals, there can be no assurance that such an instance will not take place in the future. Finally, while we take care to ensure that we comply with the intellectual property rights of others, we cannot determine with certainty whether we are infringing any existing third-party intellectual property rights, which may force us to alter our product offerings or modify our manufacturing processes established in our production facilities. We may also be susceptible to claims from third parties asserting infringement and other related claims in India and abroad. Any claims, with or without merit, could be time consuming and expensive, and could divert our management’s attention away from the execution of our business plan. While we have not experienced any such instance in the three months ended June 30, 2025 and the last three Fiscals, there can be no assurance that such an instance will not take place in the future. 9. Our operations are dependent on research and development (“R&D”), thus our inability to introduce new products and respond to changing customer preferences in a timely and effective manner, may have an adverse effect on our business, results of operations and financial condition. As per the F&S Report, global defense modernization landscape is evolving in response to mounting geopolitical uncertainty, supply chain disruption, and the urgent need for capability renewal. We must continuously invest in R&D to maintain competitiveness across product categories like thermal sights, gimbals, targeting systems, and directed energy systems. We design and develop products and technologies that incorporate advanced technologies. The business environment in many of our principal operating activities requires extensive design and development expenses. We devote substantial resources to our design and engineering functions and also make investments in R&D, in particular, to create new products and technologies which are further customised to meet customer expectations and end-user preferences, considering factors such as terrain adaptability, user comfort, reduced size, weight, power and cost of systems that can image in the infrared spectrum at the same time maintaining the image quality performance of more expensive, larger systems which allows us to develop new and differentiated products and respond to evolving industry trends and sector and customer’s preferences and to also improve our production processes and quality of our existing products and solutions, which we believe are factors crucial for our future growth and prospects. Our technology advancements in computational imaging, diffractive optics, optical materials and consumer electronics chipsets driven system on chip platforms has allowed us to build high performance defence electronics systems that are non-ITAR and as per the F&S report, we design our products baselining our technology with developed markets and pricing them competitively for developing markets. Our ongoing technology development and R&D focuses on creating a reduction in expenses to support larger industrials and commercial applications across safety, security and efficiency through anchoring our technology roadmap in four critical vectors that we believe are fundamental to redefining the state of the art in defence electro-optics; advancements in sensor technology and optical architectures (Better data), generation of actionable, metric-rich analytics and understanding through embedded AI (Better information), development of scalable, high-performance free-space optical (“FSO”) communication systems (Better communication), integration of the above into rugged, deployable systems across soldier, vehicle, and aerial domains (Better platforms). Our focus on R&D has been critical to our success and has helped us develop an extensive range of products. Certain key technologies developed through R&D include, micro-scanned optics, scene-based non- uniformity correction, thermal stereo vision systems for depth perception in low-light conditions, 3D imaging using single-detector thermal imagers, sub-5 µrad inertial stabilization and high accuracy pointing systems, fast steering mirror assemblies for dynamic beam alignment etc. 43The table below sets forth the R&D expense incurred and R&D expense as a percentage of the total expenses in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Products For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount As a Amount As a Amount As a Amount As a (₹ percentage (₹ percentage (₹ percentage (₹ percentage million) of total million) of total million) of total million) of total expenses expenses expenses expenses (%) (%) (%) (%) R&D 59.28 9.41 90.95 2.43 42.41 1.26 13.39 1.40 cost As on June 30, 2025 our R&D team comprise of 93 engineers. Our ability to realize the anticipated benefits of our R&D capabilities depends on a variety of factors, including meeting development, production, certification and regulatory approval schedules, execution of internal and external performances plans, availability of supplier and internally - produced parts and materials, performance of suppliers and sub-contractors, hiring and training of qualified personnel, achieving cost and production efficiencies, identification of emerging technological trends in our target end markets, validation of technologies, level of customer interest in new technologies and products, and customer acceptance of our products and products that incorporate technologies we develop. In addition, due to the design complexity of our products, we may experience delays in completing the development and introduction of new products. If we are unable to continuously develop new products or optimise our processes, to innovate or respond to emerging technologies, such as AI-enabled surveillance, SWaP-C miniaturization, or counter-drone electronic warfare, it could erode our market share. Further, rapid product lifecycles and shifting customer preferences could also render existing platforms less attractive and adversely impact our business, results of operations, financial condition and cash flows. Further, delays in any part of the process, our inability to obtain necessary regulatory approvals for our products or failure of a product to be successful at any stage of its development will result in our inability to timely offer products that satisfy the market, which might allow competing products to emerge during the development and certification process and could adversely affect our business. Delays in introducing new products and enhancements, the failure to choose correctly among technical alternatives or the failure to offer innovative products or enhancements at competitive prices may cause existing and prospective customers to purchase our competitors’ products. While there have been no such instances in the three months ended June 30, 2025 and the last three Fiscals, there can be no assurance such an instance will not occur in the future. Though we strive to align our solutions with requirements of our customers, there can be no assurance that we will be able to secure the necessary knowledge through our own in-house product development that will allow us to continue to develop our offerings in accordance with the requirements of our customers and industry trends. Furthermore, there is no assurance that our newly developed or improvised products and solutions will yield desired results, can be used for commercial operations or will generate any revenue. Our ongoing investments in various R&D initiatives could result in higher costs without a proportionate increase in revenues. If we fail to design, develop and manufacture customised products and solutions for our customers at competitive price, this may affect our ability to win bids and/or contracts and our business profitability and financial condition may be materially and adversely affected. For instance, one of the key focus of our work is to look at synthesized alternatives to Germanium, which is a primary raw material used in manufacturing infrared optics, to reduce any dependence on geopolitics-based scarcity, reduce weight and size of the optical system, reduce cost of larger optical systems and reduce dependence on manufacturing infrastructure to fabricate the lenses. We have had some success with synthesised polymers that show a moderately high refractive index comparable to Germanium and good transmissivity, however, the study on synthesized polymer is in an early phase and it may not be an appropriate substitute of Germanium, consequently we may not be able to derive benefits of the cost and effort put it its R&D works. Further, if any of our competitors offer an inexpensive and/or readily available substitute for Germanium before us, it could have a significant impact on our business, financial condition and results of operations. Further, the synthesized polymer is still in its early phase of development, there is no assurance that it will be an adequate substitute for Germanium. If we are unable to achieve the anticipated returns in such new growth areas, it could have a material adverse effect on our business, results of operations and financial condition. Further, products can take 3-5 years to stabilise in terms of technology readiness and customer adoption of platform systems which have a high per unit cost can be slow even when the need is established. We are also subject to the risks generally associated with new technologies and product introductions, including lack of market acceptance, delays in product development and failure of products to operate properly. Our failure 44to successfully deduce the industry trends, or invest our resources and capital incorrectly, could have a material adverse effect on our business, financial condition, results of operations and future prospects. While we have not experienced any such instance in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that we will be successfully able to anticipate future industry trends and customer requirements. 10. We derive a significant portion of our revenues from the sale of tactical systems, which represented 55.49%, 77.24%, 83.90%, 81.88% of our revenue from operations for the three months ended June 30, 2025 and Fiscals 2025, 2024, 2023, respectively. Any decline in the demand for our tactical systems would have an adverse effect on our business, financial condition, results of operations and cash flows. We derive a significant portion of our revenues from the sale of tactical systems. Our tactical systems include Arjun, Spartan and Bloodhound etc., for armed and police forces in combat situations including counter insurgency and anti-terror operations. The table below sets forth details of our revenue from our products in the three months ended June 30, 2025 and Fiscals 2025, 2024, 2023, respectively: Products For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount As a Amount As a Amount As a Amount As a (₹ percentage (₹ million) percentage (₹ million) percentage (₹ million) percentage million) of revenue of revenue of revenue of revenue from from from from operations operations operations operations (%) (%) (%) (%) Tactical 381.06 55.49 3,622.96 77.24 3,592.69 83.90 792.87 81.88 systems Platform 296.69 43.20 1,010.53 21.54 127.00 2.97 41.87 4.32 systems Others - NA 10.32 0.22 110.39 2.58 2.25 0.23 Total sale 677.75 98.69 4,643.82 98.99 3,830.08 89.45 836.99 86.44 of products and solutions* Revenue 686.77 100.00 4,690.80 100.00 4,281.89 100.00 968.28 100.00 from operations# Note: We are yet to book revenue for our directed energy systems which are currently in the development stage. *Comprise certain OEM component sales. # Our Revenue from operations is a sum of total sale of products and solutions and other operating revenue. For further details, see “Our Business – Our Products” on page 248. The sale of tactical systems may decline as a result of, amongst other factors, lower demand for products from our customers, increase in competition, change in our own strategies for growth and macro-economic conditions in India or outside India. Our failure to identify and understand evolving industry trends and preferences and a decline in our production of tactical systems would have an adverse impact on our business, results of operations, financial conditions and cash flows. We cannot assure you that any decrease in demand for tactical systems could potentially be off-set by sales of platform products. 11. Any shutdown of our existing research centre or other production problems caused by unforeseen events may reduce sales and adversely affect our business, cash flows, results of operations and financial condition. As of the date of this Draft Red Herring Prospectus, while our large scale manufacturing is outsourced, we design our pilot engineering units at our research centre in Bengaluru, Karnataka. For details with respect to our contract manufacturing, see “Our Business – Contract Manufacturing” on page 256. Any significant social, political or economic disruption, or natural calamities or civil disruptions in Karnataka or changes in the policies of the state or local governments of Karnataka or the Government of India, could result in the damage or destruction of a significant portion of our manufacturing abilities, require us to incur significant capital expenditure and change our business strategy. The occurrence of, or our inability to effectively respond to any such event, could have an adverse effect on our business, results of operations, financial condition and cash flows. Our research centre is subject to operating risks and we may encounter manufacturing problems or experience difficulties or delays in production as a result of occurrence of the following events or any other events beyond our control: 45• forced or voluntary closure of the research centre, including as a result of regulatory actions or natural and man-made disasters; • problems with supply chain continuity, including as a result of any pandemic, natural or man-made disasters at our research centre; • breakdown or failure of equipment, equipment performance below expected levels of efficiency, obsolescence of our equipment and production facilities, industrial accidents and the need to comply with the directives of relevant government authorities; • labour disputes, strikes, lock-outs that may result in temporary shutdowns or production disruptions; and • any changes in the availability of power or water availability which impacts the entire region; While we have not experienced any of the aforementioned instances resulting in disruption of our operations at our research centre in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such instance will not arise in the future. Disruption in our production operations may impede our ability to meet the production schedules and requirements of our customers according to their detailed specifications within demanding delivery time frames. Any failure by third parties, like utility providers, to deliver their services could have an adverse impact on our business, results of operations, financial condition and cash flows. 12. We are dependent on our contract manufacturers for the large scale manufacturing of most of our products and this subjects us to risk which, if realized, could materially and adversely affect our business, results of operations and financial condition. Further, any delays, quality issues, or disruptions can adversely impact our business. We operate our business and operations on a contract manufacturing model. We manufacture pilot engineering units of our products and outsource the manufacturing of these products to contract manufacturers, primarily under non-exclusive manufacturing agreements. We are dependent on Kaynes Technology India Limited (“Kaynes”), Avalon Technology and Services Private Limited (“Avalon”) for manufacturing most of our products. The table below sets out the number of units by each of the EMS partner sold as a percentage of total units sold in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 June 30, 2025 Number % of Number % of Number % of Number % of total of units total of units total of units total of units number of sold number sold number sold number sold units sold of units of units of units sold sold sold Kaynes 922 73.41 4,669 52.52 3,586 41.01 1,100 57.29 Avalon 175 13.93 2,946 33.14 - NA - NA UAB Tonbo - NA - NA - NA 49 2.55 Imaging Partner 4* - NA - NA 2,153 24.62 121 6.30 *Due to confidentiality requirements applicable to such contracts, the name of such partner has not been disclosed. Our reliance on contract manufacturers subjects us to various risks, including: • dependence on relationships with contract manufacturers, particularly for continuity of supply of products to us; • dependence on quality control systems of our contract-manufacturers, resulting in increased onus on us to supervise and monitor consistency in quality, characteristics, design specifications of our contract manufacturers’ finished products and their use of raw materials; • leakage of intellectual property or technical know-how; 46• dependence on contract manufacturing facilities, which are subject to customary operational risks such as the breakdown or failure of equipment, power supply disruption, performance below expected levels of output or efficiency, and spare parts for machinery, labor disputes, natural or man-made disasters, accidents, planned or unplanned shutdowns, and non-compliance with relevant government regulations; and • adverse changes in the financial or business conditions of our contract manufacturers. While there has been no such instance in the three months ended June 30, 2025 and the last three Fiscals where the operations of our contract manufacturers were disrupted or faced any issues due to the aforementioned factors, we cannot assure you that such instances will not arise in the future. If we are required to replace any of our contract manufacturers, it could expose us to risk of supply chain disruption and we cannot assure you that we will be able to find suitable replacements at the same price, on terms favorable to us or within our expected timelines. Any loss of our contract manufacturers, if not adequately replaced, or other form of supply disruption, could materially and adversely affect our business, results of operations and financial condition. While there has been no such instance in the three months ended June 30, 2025 and the last three Fiscals where our agreement with contract manufacturers was terminated, we cannot assure you that such instances will not arise in the future. While we have relationships involving definite term-agreements with our contract manufacturers, we cannot assure you that our contract manufacturers will perform their obligations in a timely manner or at all in the future, which could result in delays in supply of products and ultimately affect our brand image and relationships with our customers. Our reliance on a select group of contract manufacturers could adversely affect our ability to procure an uninterrupted supply of products which are critical for our operations. Any disruptions in the operations of such contract manufacturers could materially affect the manufacture and supply of our products and exposes us to manufacturer concentration risk wherein a majority of our designs and products are manufactured by a limited set of contract manufacturers. 13. We may not qualify for or win bids to further expand our business, which may have an adverse effect on our business, financial condition, results of operations and prospects. Further, the number of orders we have received in the past, our current order book and our growth rate may not be indicative of the number of orders we will receive in future. Any delays in execution of our orders expose us to revenue volatilities adversely impacting our revenue from operations, cash flows and financial conditions. Our business and growth depend on our ability to qualify for and win bids for awarding contracts. There can be no assurance that our current or potential competitors will not offer products and solutions comparable or superior to those that we offer at the same or lower prices, adapt more quickly to industry challenges, or expand their operations at a faster pace than we do. Increased competition may result in price reductions, reduced profit margins and loss of market share, thereby causing an adverse effect on our operations, prospects and financial condition. As of September 30, 2025, we had an order book of ₹ 2,665.70 million. Set out below is the details of our order book from our customers: Particulars Number of orders* Value (₹ million) Domestic customers 29 2,133.10 Overseas customers 7 532.60 Total 36 2,665.70 * Comprises only firm orders, which represent orders that have been contractually confirmed by customers, formally accepted by the Company, and are supported by binding documentation such as executed contracts or purchase orders. Our order book may be materially impacted if the time taken or amount payable for completion of any ongoing order of our Company exceeds the contractual estimate. The growth of our order book is a cumulative indication of the revenues that we expect to recognise in future periods with respect to our existing contracts. We cannot assure you that the income anticipated in our order book will be realised or if realised, will be realised on time or result in profits. In Fiscal 2025, we have had one contract cancellation for ₹212.46 million due to delay in developing a product 47with a sizeable R&D component for a customer within the specified time by our Company. While we have had only one cancellation (as stated above) in the three months ended June 30, 2025 and the last three Fiscals, there can be no assurance that the orders will not be cancelled or terminated prematurely in the future, and our Company will receive any applicable termination payments in time or at all or that the amount paid will be adequate to enable our Company to recover its investments in respect of the prematurely cancelled order. In such events, we may have to bear the actual costs for such production incurred by us which may exceed the agreed work as a result of which, our future earnings may be lower from the amount of the order book and if any of the forgoing risks materialize, our cash flow position, revenues and earnings may be adversely affected. Further, the tenders awarded in the past and the tenders that have been awarded but not yet executed, may not be indicative of the number of tenders we will be awarded in future. The tenders awarded to us but not yet executed are subject to, among other things, cancellation due to any breach of our contractual obligations, non-payment by our customers, delays in the initiation of our production, unanticipated variations or adjustments in the scope and schedule of our obligations for reasons outside our control or change in budget appropriations particularly affecting our customers across the globe connected with the government bodies. We cannot guarantee that the income anticipated from these tenders will be realised, or, if realised, will be realised on time or result in profits. While none of our tenders awarded to us in the past have been cancelled or terminated prematurely in the three months ended June 30, 2025 and the last three Fiscals we cannot assure you that tenders awarded to us will not be cancelled or terminated prematurely in the future. Further, even if our bids are successful, there may be delays in the awarding process. If we fail to accurately estimate our product cost or if we are unable to design, import or develop the products as per the required specifications, we may lose contracts or may be barred by the authorities to participate in the future bids. While there have been no instances in the past where we had been barred by any authority to participate in the bids, there can be no assurance that in the future we would not be barred by any authority to participate in bids. In addition to meeting bid capacity requirements, we may also be required to pre-qualify for certain orders such as in relation to background checks and prior experience of the bidders. However, we cannot assure that we shall always maintain our bid capacity and our pre-qualification capabilities, and that we shall be able to continually secure tenders so as to enhance our business operations, financial performance and results of operations. For instance, certain customers overseas might require our presence in their respective countries for a minimum period as a pre-qualification requirement, which we might not be able to meet and fail such requirements. Further, such pre-qualification criteria may also change from time to time. Our inability to fulfil and maintain the bid and pre-qualification capabilities may materially impact our operating revenue and profitability. While there has been no such instance in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such an instance will not occur in the future. 14. We depend on our Promoters, Key Managerial Personnel, and other senior management and skilled and qualified personnel with technical expertise, and if we are unable to recruit and retain them, our business and our ability to operate or grow our business may be adversely affected. Our success depends significantly on our Promoters, Key Management Personnel and other senior management and skilled and qualified personnel. Over the last 10 years, we have built a 293-member team which includes members with deep expertise in infrared imaging, optics, lasers, sensor fusion, and machine learning. The management team has worked together for over 20 years, overseeing multi-year global defence programs and pioneering next-generation military technologies. The loss of their services may have a material adverse effect on our business, financial condition and results of operations. We believe that their inputs and experience in the fields of, inter alia, imaging and computer vision, R&D in defence, surveillance and automative safety, optics, machine learning, etc. along with their past experience in the defence sector are valuable for the development of business and operations and the strategic steps taken by our Company. Our Promoter, Managing Director and Chief Executive Officer, Arvind Kondangi Lakshmikumar has over 20 years of experience in raising capital, running our product engineering teams globally and managing government and enterprise sales at our Company. Further, our Promoter, Executive Director and Chief Business and Revenue Officer, Ankit Kumar, has over 20 years of experience running our research and development programs in defence, surveillance and automotive safety globally and is a domain expert in optics, computer vision and machine learning automotive. Further, our Promoter, Executive Director and Chief Commercial Officer, Cecilia D’Souza has over 20 years of experience in finance, accounting and management of our multi-location international business and has a strong background in international accounting, mergers and acquisitions, procurement and operational logistics. We are highly dependent on our Promoters to manage our current operations and to meet future business challenges. The active involvement of our Promoters in our operations, 48including the strategy, direction and customer relationships have been integral to our development and business. We cannot assure you that their services will continue to be available to us, or that we will be able to find a suitable replacement if required. The following table sets forth the attrition rate in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars As of/for the As of/ for the As of/ for the year As of/ for the year three months year ended ended March 31, ended March 31, ended June 30, March 31, 2025 2024 2023 2025 Number of permanent 293 258 167 63 Employees Number of Employees Exited 9 20 7 5 Attrition Rate* 3.27 9.41 6.09 10.31 Key Managerial Personnel Nil Nil Nil Nil attrition rate Senior Management attrition Nil Nil Nil Nil rate *Attrition rate is calculated as number of exits divided by average number of employees in the relevant year. For further details regarding the employees, see “Our Business – Human Resources” on page 260. Further, the successful completion of our contracts, the day-to-day operations and the planning and execution of our business strategy depends significantly on our Key Management Personnel and other senior management and skilled and qualified personnel. We are also heavily dependent on our engineering talent. The availability of such specialized talent is limited, and the defence electronics sector competes with civilian tech firms. Although, the production, engineering and finance teams have increased in number from ~50 to ~300 personnel over the past three years, we cannot assure you that we will be able to retain them or that we will be able to adequately replace such skilled and experienced personnel, if they choose to leave us. This may lead to a lack of domain expertise for key positions in our Company which may adversely affect our business. Loss of key personnel or inability to attract new talent due to compensation or regulatory barriers could hamper execution. Moreover, our ability to execute tenders depends on our ability to attract, train, motivate and retain senior management and highly skilled and qualified personnel due to the complex nature of our products. We cannot assure you that we will be able to retain these professionals or find adequate replacements in a timely manner, or at all. To the extent we lose such skilled and qualified personnel, we will be required to find ways to successfully manage the transfer of confidential information from them to their replacements. Furthermore, the loss of any of the members of our Key Management Personnel and other senior management and skilled and qualified personnel or an inability on our part to manage the attrition levels, may lead to loss of technical knowledge which may materially and adversely impact our business, results of operations, and financial condition. 15. Failure to compete effectively against our competitors and new entrants to the industry may adversely affect our business, financial condition and results of operations. As per the F&S Report, to assess our Company’s positioning within both the Indian and global defence electro‑optics (EO/IR) landscape, it is essential to benchmark against companies that operate in closely related domains and demonstrate comparable technological relevance. For details on our competitors, see “Our Business – Competition” and “Industry Overview” on pages 262 and 147, respectively. We compete on the basis of our ability to fulfil our contractual obligations including the quality of products and the timely delivery of the products. Our competitors may have substantially greater financial, management, research and marketing resources than we have as a result of which they may be able to utilise their resources and economies of scale to develop improved products, sell products at a lower cost which may be attributed to the use of cheaper raw material alternatives, divert sales away from us by winning broader contracts or hire our employees by offering more lucrative compensation packages. Our competitors may be able to provide our customers, with different or greater capabilities or benefits than we can provide in areas such as technology, technical qualifications, post contract performance, price and availability of key professional personnel. Further, our overseas customers might prefer vendors based in their geography or region. Our failure to compete effectively with respect to any of these or other factors could have an adverse effect on our business, prospects, financial condition or operating results. The liberalisation of the Indian defence sector to allow private and/or foreign companies to participate in defence contracts has increased our competition by manifolds. In addition, the introduction of the Draft Defence 49Production and Export Promotion Policy, 2020 (“Draft DPEPP”), as an overarching guiding document of Ministry of Defence to provide a focused, structured and significant thrust to defence production capabilities of the country for self - reliance and exports, while providing opportunities for our Company, have also increased competition within Indian companies and OEMs. Further, the competitive bidding process entails managerial time to prepare bids and proposals for contracts and may require us to resort to price cuts in order to win tenders which may not be otherwise awarded to us. Following an award, we may encounter significant expenses, delays or contract modifications. Once the prospective bidders satisfy the qualification requirements of the tender, the tender is usually awarded based on the quote submitted by the prospective bidder. We prepare our quotes through estimations based on our budget and bid for the proposals. Once the bids are evaluated by the customer, the bidder offering a competitive price and meeting other criteria, including a successful field trial, is awarded the project. We spend considerable time and resources in the preparation and submission of bids and we still cannot assure you that our bids, when submitted would be accepted. We have lost certain bids during the three months ended June 30, 2025 and the last three Fiscals on account of tenders where specifications were loosely defined, we cannot assure you that we will be able to compete successfully against our competitors as well as new entrants in our industry in the future. To remain competitive, we must consistently provide products with good performance and capability to our customers, advanced technology solutions at an affordable cost and with the agility that our customers require to satisfy their objectives. Our inability to successfully do so could have a material adverse effect on our business, prospects, financial condition and/ or operating results. Moreover, if we are not able to further develop our proximity to our customers and make our vendor-supplier ecosystem more efficient or as efficient as our competitors, there can be no assurance that we will be able to grow or effectively compete in the industry. 16. Our products are complex and technologically advanced and could have unknown defects or errors which could lead to accidents and injury of other aerial or ground objects, including living beings, which in turn may have an adverse effect on our business, financial condition and results of operations. We design and manufacture sophisticated electro-optical systems that integrate multiple sensors, embedded processors, power electronics, optical assemblies, and software modules, often customized for mission-critical applications in harsh field conditions. Given the complexity of these systems and their use in dynamic operational environments, there remains an inherent risk of undetected defects or performance degradation during field deployment, despite rigorous internal testing and validation protocols. Leveraging modern computer vision and deep learning algorithms on low-resolution infrared data remains a technically complex task due to several interlinked challenges across physics, hardware, and algorithmic domains. Computer vision on low-resolution infrared data is fundamentally hard because it pushes against the limits of signal quality, semantic content, and computational resources. Solving this requires specialised deep learning models trained on domain-specific infrared datasets, sensor-aware pre-processing, and innovations in low- size, low-weight and low power artificial intelligence hardware. As per the F&S Report, AI is transforming Electro-Optical/Infrared and multispectral imaging into autonomous “intelligent surveillance” assets capable of detecting, classifying, and tracking threats in real time. However, any error on the part of advanced technology or applications would not only lead to the breach of regulatory compliances but may also lead to accidents and injury of other aerial or ground objects, including living beings. Further, any unknown error in technology could deter the clarity of video and display blurred or incorrect images which could impact the mapping and surveillance applications of the products. The success of our products is dependent on the level of data accuracy provided by them and any kind of unknown error in technology might lead to incorrect mapping in terms of measurements thereby causing an adverse impact on our business. While there have been no such instances in the three months ended June 30, 2025 and the last three Fiscals, failure of a system in the field can lead to customer dissatisfaction, loss of credibility, warranty claims, or disqualification from future tenders. Integrating new features or components as necessitated by customer-specific needs or supply constraints introduces additional engineering and quality assurance challenges. Although, we have put in place internal quality assurance and quality control systems to ensure that our products will be able to satisfy our customers’ quality standards, we cannot assure you that errors of any kind would not be detected or reported in the future. 17. We could incur losses under our fixed price contracts as a result of cost overruns, delays in delivery or failures to meet contract specifications which may have an adverse effect on our business, financial condition and results of operations. Once awarded, all of our contracts are fixed-price contracts. All costs including labour and raw materials costs are forecasted by us when we enter such fixed-price contracts. In case of cost variances from such estimates, we 50are permitted to retain all cost savings on completed contracts but are liable for the full amount of all cost overruns. The actual costs incurred on a fixed-price contract may vary from our estimates due to factors such as: • unanticipated variations in labour and equipment productivity over the term of a contract; • unanticipated increase in labour, raw material and overhead costs; • increase in cost of imported raw materials due to adverse foreign exchange rate movement; • delivery delays and corrective measures for poor workmanship; • equipment failures; • changes in the specifications provided by our customers; • obsolescence of any components; and • changes in testing requirements. We cannot assure you that these contracts can be completed profitably. Significant cost overruns on our fixed price contracts could have a material adverse effect on our business, financial condition, results of operations and prospects. Depending on the size of the project, variations from estimated contract performance could significantly reduce our earnings, and could result in losses, during any quarter of a fiscal or entire fiscal. Further, our contracts also have certain onerous clauses, which requires refund of the difference if our Company supplies a similar system at a lower price to another GoI ministry/department, and clauses under which during extension periods attributable to our Company, any increase in statutory duties, foreign exchange rate movements, variations in component prices is to our Company’s account. If any such onerous clause of the customer contracts gets triggered, our profitability may get adversely affected. There can be no assurance that our customers in future will not rescind their contracts with us if there is a delay in delivery beyond the time stipulated in the contract or we may need to renegotiate some of our contracts. This may have an impact on our reputation, which could have a material adverse effect on our financial condition, results of operations and prospects. While such an instance has not occurred in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such instances will not occur in the future. 18. If we are unable to maintain our relationships with our system integrators or if any of them change the terms of their arrangements with us, our business could be adversely affected. We sold our products through our network of system integrators. The table below sets forth contribution of system integrators to our revenue from operations in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars As of/for the three As of/ for the year As of/ for the year As of/ for the year months ended ended March 31, ended March 31, ended March 31, June 30, 2025 2025 2024 2023 Revenue generated from system 45.54 185.93 307.57 188.44 aggregators (in ₹ million) Revenue generated from system 6.63 3.96 7.18 19.46 aggregators as percentage of revenue from operations(%) Accordingly, our sales are subject to demand variability from our system integrators. We do not enter into long- term agreements with our system integrators for purchase of our products, we typically execute purchase orders and memorandum of understandings (indicative in nature) with these system integrators, Since, our system integrators are generally not obliged to continue purchasing products from us, or otherwise retain their business relationships with us, there is no assurance that their purchase orders or engagements will remain constant or increase or that we will be able to maintain or add to our existing customer base. While the level and timing of orders we receive vary for multiple reasons, general economic conditions, we may also witness reduced orders owing to system integrators receiving better prices, terms and conditions from our competitors. System integrators submitting a tender may cancel, reduce or delay their orders. If we are unable to anticipate and respond to the demands of our system integrators, we may lose customers because we have an inadequate supply of products to 51cater to their particular requirements. If there is a consolidation in the system integrators landscape, or system integrators wish to change the terms of their typical contracts with us, we may not be able to re-negotiate terms which are beneficial to us or which are financially viable. If we are unable to negotiate mutually agreeable terms with such parties, we may lose our system integrators. We may be unable to maintain or grow the size of our system integrators base or the level of engagement of our system integrators. This could adversely affect our business, financial condition, cash flows and results of operations. While we have not faced any instances of loss of system integrators that materially impacted our operations in the three months ended June 30, 2025 and the past three Fiscals, we cannot assure you that such an instance will not occur in the future. 19. We have working capital requirements. Any failure in arranging adequate working capital for our operations or furnishing performance bank guarantees may adversely affect our business, results of operations, cash flows and financial condition. We require working capital to finance the purchase of critical components and materials, furnish bid or performance guarantees and for the contract manufacturing and other related expenses before payment is received from customers. Working capital is required for financing (a) raw materials just prior to production; (b) long lead item inventory; (c) finished goods inventory prior to customer acceptance; and (d) customer receivables post delivery of goods and customer acceptance. We currently meet our working capital requirements through a mix of internal accruals and working capital facilities from banks. Our Company is also required to furnish performance bank guarantees in the ordinary course of business in relation to the fulfilment of purchase orders, as and when required. Our performance guarantee typically range from 3% to 5% of the contract value and have a tenor of 1-5 years covering the execution period and the warranty period. The table below sets forth the performance guarantees outstanding as on June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, respectively: (in ₹ million) Particulars As of June 30, As of March 31, As of March 31, As of March 31, 2025 2025 2024 2023 Performance Guarantees 187.19 194.51 153.90 87.18 Any delays in our billing and settlement process, or delays or defaults in our trade receivables or an increase in inventory and work in progress and/or accelerated payments to suppliers, an increase in performance bank guarantees requirements could adversely affect our working capital, lower our cash flows and materially increase the amount of working capital requirements. The actual amount and timing of our future working capital requirements may differ from estimates as a result of, among other factors, unforeseen events beyond our control, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, economic conditions, technological changes, revisions to business terms by customers and suppliers and additional market developments and new opportunities in the industries we operate. Further, our future success depends on our ability to continue to secure and successfully manage sufficient amounts of working capital. Our inability to obtain adequate amount of working capital at such terms which are favourable to us and in a timely manner or at all may also have an adverse effect on our results of operations, cash flows and financial condition. Continued increases in our working capital requirements may have an adverse effect on our results of operations, cash flows and financial condition. 20. We have significant employee benefit expenses, such as salaries and bonus, gratuity, staff welfare expenses, expense on ESOP and contribution to provident and other funds. In case we face an increase in employee benefit expenses that we are unable to pass on to our customers, we may be prevented from maintaining our competitive advantage and our profitability may be impacted. As of June 30, 2025, we had 293 employees. We are subject to labour legislations that protect the interests of workers, including legislations that set forth detailed procedures for dispute resolution and employee removal and impose certain financial obligations on employers upon retrenchment of employees, as well as laws and regulations relating to employee welfare and benefits such as minimum wage and maximum working hours, overtime, working conditions, non-discrimination, employee compensation, employee insurance, bonus, gratuity, provident fund, leave benefits and other such employee benefits. These legislations require compliance, from time to time, which may among others, involve payments to be made depending upon their period of employment. If we fail to comply with labour welfare legislations, we may be exposed to fines and we may also face the risk of our licenses under applicable legislations being cancelled or suspended. While such an instance has not occurred in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you such an instance will not 52take place in the future. For further details on the labour laws and other regulations applicable to us, please refer to “Key Regulations and Policies” on page 264. We also incur various employee costs, including salaries and bonus, gratuity, staff welfare expenses, expense on ESOP and contribution to provident and other funds. Employee benefit expenses constituted one of the largest component of our total expenses in the three months ended June 30, 2025, the table below sets forth the details of employee benefit expenses incurred in three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars As of/for the three As of/ for the year As of/ for the year As of/ for the year months ended ended March 31, ended March 31, ended March 31, June 30, 2025 2025 2024 2023 Employee benefit expenses (in 119.60 444.35 130.55 52.19 ₹ million) Employee benefit expenses as 18.99 11.87 3.87 5.46 percentage of total expenses (%) In the event the welfare requirements under labour regulations applicable to us are changed, which leads to an increase in employee benefits payable by us, there can be no assurance that we will be able to recover such increased amounts from our customers in a timely manner, or at all. Our profit margins may get adversely impacted if we are unable to pass on such cost increases to our customers. 21. Security breach in classified government systems could adversely affect our business. A significant number of designs we develop, and products we manufacture and maintain involve managing and protecting information involved in intelligence, national security and other classified government functions. While we have programmes designed to comply with relevant security laws, regulations and restrictions, a security breach in one of these systems could cause serious harm to our business, damage our reputation and prevent us from being eligible for further work on such critical classified designs for the various customers across the globe that we associate with. Further, most of our manufacturing is outsourced to third parties who will also have access to such intelligence and classified government information, if any of these third party manufacturers misuse or mishandle such information, we may face adverse consequences and it could result in damage to reputation and consequent loss in revenue and business. Damage to our reputation or limitations on our eligibility for additional work resulting from such security breach, could materially reduce our revenue. We may experience cyber security threats, threats to our information technology infrastructure and attempts to gain access to our Company’s sensitive information. We have installed anti-virus software to prevent our systems and infrastructure from being infected and crippled by computer viruses. All our internet facing servers installed at all our data centres as well as at all our offices are also secured with firewalls and intrusion preventions systems to prevent hacking. The threats we may face, may vary from attacks common to most industries to more advanced and persistent, highly organised adversaries who could target us because we design and manufacture products which contribute to national security. If we are unable to protect sensitive information, our customers or governmental authorities could question the adequacy of our threat mitigation and detection processes and procedures. Due to the evolving nature of these security threats, however, the impact of any future incident cannot be predicted. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Occurrence of any of these events could adversely affect our internal operations, the services we provide to our customers, loss of competitive advantages derived from our research, design and development efforts or other intellectual property, early obsolescence of our products and services, our future financial results, our reputation or our stock price. While such an instance has not occurred in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such an instance will not take place in the future. 22. Our operations involve activities and materials which are hazardous in nature and could result in a suspension of operations, injury to our personnel, emission of pollutants and/or the imposition of civil or criminal liabilities which could adversely affect our business, results of operations, cash flow and financial condition. Certain operations at our research centre can cause accidents during the manufacturing process resulting in serious injuries or death of employees or other persons, if improperly handled, and cause damage to our properties or equipment and the properties of others or to the environment. Our operations are subject to significant hazards, 53including explosions, fires, mechanical failures and other operational problems, inclement weather and natural disasters, discharges or releases of hazardous substances and other environmental risks. While we have not experienced any such instance in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such accidents will not occur in the future. The occurrence of any of these hazards could result in a suspension of operations and/or the imposition of civil or criminal liabilities. We may also face claims and litigation, filed on behalf of persons alleging injury predominantly as a result of occupational exposure to hazards at our facilities. If these claims and lawsuits, individually or in the aggregate, are resolved against us, our business, results of operations, cash flows and financial condition could be adversely affected. Further, our customers may require us to invest in additional safety protocols which impose incremental expenses and may impact our ability to operate at optimum efficiencies. Any such action by any of our customers may adversely impact our business, results of operations, cash flows and financial condition. 23. An inability to effectively manage our growth, implement our strategies and expansion plan may have an adverse effect on our business prospects and future financial performance. We have experienced significant growth over the past three Fiscals, our revenue has grown more than 4.5 times from Fiscal 2023 to Fiscal 2025. However, we cannot assure you that our growth strategy will be successful or that we will be able to continue to expand further, or at the same rate. The success of our business will depend greatly on our ability to effectively implement our business and growth strategies. These include, continued investment in R&D to achieve defence modernization through development of new products; continued diversification of product portfolio; pursue strategic partnerships with OEMs; and increasing our customer base through expansion into new geographies. For details in relation to our strategies, see “Our Business – Our Strategies” on page 245. The table below sets forth details of our revenue from operations and profit in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three Fiscal 2025 Fiscal. 2024 Fiscal 2023 months ended June 30, 2025 (in ₹ million) Revenue from 686.77 4,690.80 4,281.89 968.28 operations Restated profit for the 54.31 727.60 685.43 11.81 year We expect our strategies to place significant demands on our management and other resources and require us to continue developing and improving our operational, financial and other internal controls. We may not be successful in implementing our growth strategies due to various factors, including failure to adapt to rapidly evolving technological changes, changing customer preferences, change in business and spending plans of our customers, anticipate and accurately assess potential growth opportunities and new markets and effectively allocate resources and capital investment in a timely and cost-effective manner to capitalize on such opportunities, attract new customers, obtain sufficient financing for our expected capital expenditures, control input costs, effectively manage our internal supply chain, manufacturing processes and operations and costs related to R&D and maintain sufficient operational and financial controls. Many of these factors are beyond our control and we cannot assure you that we will succeed in implementing our strategies. Our inability to effectively manage the expansion of our business and execute our strategies effectively, could adversely affect our business, results of operations and financial condition. 24. We are dependent on third party transportation and logistics service providers. Any increase in the charges of these entities or any defect, damage or destruction caused to our products during the process of delivery could adversely affect our business, financial condition and results of operations. Pursuant to our arrangements with certain customers, based on customer preferences, we are typically required to pay the freight costs for the products we sell to such customers. In addition, we may have to pay for transportation costs in relation to the delivery of some of the raw materials and other inputs to our contract manufacturing facilities. We do not own any vehicles for the transportation of our products and/or raw materials, we therefore rely on third party transportation and logistics providers for delivery of our raw materials and products. As on June 30, 2025, we engaged certain vendors who provide transportation and logistics services. We do not have any long-term contractual arrangements with such third-party transportation and logistics providers, we make payments based on monthly invoices submitted by them. Disruptions of logistics could impair our ability to 54procure raw materials and/or deliver our products on time, which could materially and adversely affect our business, financial condition and results of operations. The table below sets out our freight and forwarding expenses (net of recovery) and our freight and forwarding expenses (net of recovery) as a percentage of our total expenses and our revenue from operations in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three Fiscal 2025 Fiscal 2024 Fiscal 2023 months ended June 30, 2025 (₹ million, except percentages) Freight and 1.88 37.83 15.16 2.75 forwarding expenses (net of recovery) Freight and 0.30 1.01 0.45 0.29 forwarding expenses (net of recovery) as a percentage of total expenses Freight and 0.27 0.81 0.35 0.28 forwarding expenses (net of recovery) as a percentage of revenue from operations We may be responsible for the transport of our products and accordingly be exposed to the risk of theft, accidents, defect, damage and/or loss of our products in transit. While there have been no material instances of theft, accident or loss in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such incidents will not occur in future. Any such acts could result in serious liability claims (for which we may not be adequately insured) which could have an adverse effect on our business, financial condition and results of operations. 25. Our Company is involved in certain outstanding legal and regulatory proceedings. Further, one of our Directors is involved in certain outstanding legal proceedings. Any adverse decision in such proceedings may have an adverse effect on our business, financial condition, cash flows and results of operations. There are outstanding legal and regulatory proceedings involving our Company which are pending at different levels of adjudication before various courts, tribunals and other authorities, as well as an outstanding legal proceeding against one of our Directors. Such proceedings could divert the management’s time and attention and consume financial resources in their defence or prosecution. The amounts claimed in these proceedings have been disclosed to the extent that such amounts are ascertainable and quantifiable and include amounts claimed jointly and severally, as applicable. Any unfavourable decision in connection with such proceedings, individually or in the aggregate, could adversely affect our reputation, continuity of our management, business, cash flows, financial condition and results of operations. The summary of such outstanding material legal and regulatory proceedings as on the date of this Draft Red Herring Prospectus is set out below: Category of Criminal Tax Statutory or Disciplinary Material Aggregate individuals/ entities proceedings proceedings regulatory actions by civil amount actions the SEBI or litigations involved* Stock as per the (in ₹ Exchanges Materiality million) against our Policy Promoters in the last five years, including outstanding action Company Against our Company Nil 5 Nil N.A. Nil 29.74 By our Company Nil N.A. N.A. N.A. Nil Nil Subsidiaries Against our Subsidiaries Nil Nil Nil N.A. Nil Nil By our Subsidiaries Nil Nil N.A. N.A. Nil Nil 55Category of Criminal Tax Statutory or Disciplinary Material Aggregate individuals/ entities proceedings proceedings regulatory actions by civil amount actions the SEBI or litigations involved* Stock as per the (in ₹ Exchanges Materiality million) against our Policy Promoters in the last five years, including outstanding action Directors (other than our Promoters) Against our Directors 1 Nil Nil N.A. Nil Nil By our Directors Nil Nil N.A. N.A. Nil Nil Promoters Against our Promoters Nil Nil Nil Nil Nil Nil By our Promoters Nil Nil N.A. N.A. Nil Nil Key Managerial Personnel Against our Key Nil Nil Nil N.A. N.A. Nil Managerial Personnel By our Key Managerial Nil N.A. N.A. N.A. N.A. Nil Personnel Senior Management Against our Senior Nil N.A. Nil N.A. N.A. Nil Management By our Senior Nil N.A. N.A. N.A. N.A. Nil Management * To the extent quantifiable. Further, as on the date of this Draft Red Herring Prospectus, there are no pending litigation proceedings involving any of our Group Companies which will have a material impact on our Company. We cannot assure you that any of these matters will be settled in favour of our Company or that no additional liability will arise out of these proceedings. Further, we cannot assure you that there will be no new legal and regulatory proceedings involving our Company, Subsidiary, Promoters, Directors, Group Company, Key Managerial Personnel or Senior Management in the future. An adverse outcome in any of these proceedings may have an adverse effect on our business, financial position, prospects, cash flows, results of operations and our reputation. For further information, see “Outstanding Litigation and Material Developments” on page 422. Additionally, there may be proceedings/ matters involving our Company before various legal/ judicial bodies including criminal, civil or tax matters in relation to which we have not received any notice or summons or any other form of communication, or such proceedings may not have been admitted before the respective courts or adjudicating authority and accordingly such matters have not been disclosed in this Draft Red Herring Prospectus. 26. We have incurred indebtedness and an inability to obtain further financing or to comply with repayment and other covenants in our financing agreements could adversely affect our business, results of operations, cash flows and financial condition. We have entered into financing arrangements with various lenders to fund our working capital requirements. As of November 30, 2025, we had fund based working facilities of ₹ 1,490.00 million and non-fund based working capital facilities of ₹ 955.00 million. Our ability to obtain financing is subject to a variety of uncertainties, including our financial condition, results of operations, cash flows and liquidity of global capital and lending markets. Further, financing may not be available in a timely manner or in amounts or on terms acceptable to us, or at all. Further, if we are required to raise equity financing, this could result in dilution to our Shareholders. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to generate sufficient cash flows to service such debt. Any additional indebtedness we incur may have consequences, including, requiring us to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby reducing the funds available for other purposes, including capital expenditure and reducing our flexibility in planning for or reacting to changes in our business, competition pressures and market conditions. Our financing arrangements include conditions that require us to obtain respective lenders’ consent prior to carrying out certain activities and entering into certain transactions including altering our capital structure change 56in our shareholding pattern, changing the management of the Company, and alteration in the constitutional documents. Failure to meet these conditions or obtain these consents could have significant consequences on our business and operations. As of the date of this Draft Red Herring Prospectus, we have received all consents required from our lenders in connection with the Offer. In terms of security, we have provided security by way of, inter alia, first pari passu charge on all present and future stocks and book debts and 20% cash margin in the form of fixed deposits with certain banks and personal guarantee provided by the Promoters, namely, Arvind Kondangi Lakshmikumar, Ankit Kumar and Cecilia D'Souza. We may also be required to furnish additional security if required by our lenders. Further, our Promoters have executed a non-disposal undertaking with EXIM Bank for the Equity Shares held by them. Additionally, these financing agreements also require us to maintain certain financial ratios. While there has been no breach of such covenants in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that we will be able to comply with these financial or other covenants at all times or that we will be able to obtain the consent necessary to take the actions that we believe are required to operate and grow our business. Further, there has been no re-scheduling/ re-structuring in relation to borrowings availed by us from any financial institutions or banks in the three months ended June 30, 2025 and the last three Fiscals. Further, we are susceptible to changes in interest rates and the risks arising therefrom. The interest rates of the working capital facilities of our Company are primarily linked to the benchmark rates, such as the marginal cost of lending rate (MCLR). For further information on the interest charged under our financing agreements, see “Financial Indebtedness – Key terms of the borrowings availed by our Company” on page 420. 27. Our business works on a longer gestation period wherein, there is considerable time gap between the receipt of order and the payment, thereby affecting our working capital requirements and profitability of the business. Our business model is characterized by a lengthy order-to-cash cycle. From the receipt of purchase orders to the manufacture of the final product typically spans six to 24 months depending on product complexity. Post- production, product delivery and customer acceptance can take an additional two to eight weeks. This extended cycle significantly impacts our working capital requirements and overall cash flow. Our business operates with a longer gestation period, characterized by a significant time gap between the receipt of orders and the subsequent payment. This extended timeline can substantially impact our working capital requirements and profitability. During the period between order receipt and payment collection, we are required to invest in raw materials, production, and other operational expenses without corresponding immediate revenue inflows. This mismatch can strain our liquidity and necessitate additional funding to meet our working capital needs, potentially increasing our financing costs and impacting our financial stability. Moreover, the prolonged payment cycle can affect our overall profitability. Delays in payment receipts may lead to increased reliance on short-term borrowings, incurring higher interest expenses and reducing our net profit margins. Additionally, any disruptions or delays in the payment process, whether due to customer-related issues or external economic factors, can exacerbate these challenges, further affecting our cash flow and operational efficiency. As a result, the extended gestation period inherent in our business model poses a material risk to our financial performance and necessitates careful management of our working capital to ensure sustained profitability and business continuity. 28. Our Registered Office (which is also our research centre) and Corporate Office are not located on land owned by us and we have only leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, financial condition and results of operations may be adversely affected. Our Registered Office (which is also our research centre) and Corporate Office is not located on land owned by us and we have only leasehold rights. Further, we manufacture our products through third party manufacturers, we have no control over their land possession. The table below sets forth details of the properties which are held by us on leasehold basis as on the date of this DRHP: S No. Description Location Date of expiry of the lease/leave and license deed 1. Registered Office# No.3 Chikkayellappa Tower-II, 1st C August 31, 2030 Main, Chikkayellappa Industrial Layout, Jakkasandra Extension, Sarjapura Main Road, Bengaluru - 560 034, Karnataka 57S No. Description Location Date of expiry of the lease/leave and license deed 2. Corporate Office* No.235, 18th Main, 6th Block, September 30, 2026 Koramangala, Bengaluru, Bengaluru Urban 560 095, Karnataka 3. Engineering Ground Floor and cafeteria space, November 2, 2028 No.9, 1st C Main, Koramangala 1st Block, Sarjapura Main Road, Bengaluru 560 034 Karnataka 4. Stores No 6 (old no 97/1-A), 1st C-Main, February 14, 2029 Sarjapura Main Road, Jakkasandra Extension, Bengaluru 560 034, Karnataka 5. Engineering and No 1, 1st Main Road, 1st Block, October 31, 2029 Operations Koramangala, Bengaluru 560 034, Karnataka 6. Tech Support Third Floor, No.306B, ABW Tower, April 30, 2029 MG Road, Gurugram 122 002, Haryana 7. Car parking 1st C Main Jakkasandra Village, February 18, 2028 Begur Hobli, Bengaluru, South Taluk, 560034, Karnataka 8. Car parking Site no. 8, 1st C Main Road, August 31, 2030 Chikkayellappa Industrial Layout, Jakkasandra Extension, Bengaluru - 560034, Karnataka *Except our Corporate Office, which has been leased by our Company from our Promoter, Managing Director and Chief Executive Officer, Arvind Kondangi Lakshmikumar, a related party of our Company, none of our properties have been leased from related parties of our Company. For further details, see “Our Promoters and Promoter Group – Interest of Promoters - Interest in land and property” and “Our Management – Interest of Directors – Interest in land and property” on pages 299 and 286 respectively. # Also our research centre. For further details, see “Our Business– Properties” on page 261. However, in the event that our landlords do not have or fail to maintain good title to the land and properties in which our premises are situated or fail to comply with requirements of applicable law with respect to ownership and use of such land, or if such land is, or becomes subject to, any dispute, we may be required to terminate our leases with such landlords. Additionally, upon expiration of the relevant agreement for such premises, we will be required to negotiate the terms and conditions on which the lease agreement may be renewed. We cannot assure you that we will be able to renew these agreements on commercially reasonable terms in a timely manner, or at all. We cannot assure you that we will be able to compel our landlords to act in accordance with the provisions of our lease agreements. Any defect in title or ownership of the land or buildings leased from our landlords, non- compliance of applicable laws by landlords with respect to our premises or legal proceedings between our landlords and us may have an adverse effect on our business, cash flows, financial condition and results of operations. While all our leases can be terminated unilaterally by us, our landlords may terminate the lease upon the occurrence of certain breaches, inter alia, a petition or application for winding up, or liquidation by either party, material default in relation to the provisions of the lease deed, any inaccuracy, misrepresentation, deviation or failure of representations and warranties, etc. We cannot assure you that upon such occurrence we will be able to make alternative arrangements on short notice and we cannot assure you that the new arrangements will be on commercially acceptable terms. If we are required to relocate our business operations during this period, we may suffer a disruption in our operations or have to pay increased charges, which could have an adverse effect on our business, prospects, results of operations and financial condition. If we are unable to renew these leases or relocate on commercially suitable terms, it may have an adverse effect on our business, results of operation and financial condition. While we have not experienced any such instance in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such an instance will not occur in the future. In addition, lease agreements are required to be duly registered and adequately stamped under Indian law and if any of our lease agreements are not duly registered and adequately stamped, we may face challenges in enforcing them. Further, such stamp duty may not be accepted as evidence in a court of law and we may be required to pay penalties for inadequate stamp duty. 5829. If we are unable to establish and maintain an effective internal controls and compliance system, our business and reputation could be adversely affected. We are responsible for establishing and maintaining adequate internal control measures commensurate with the size and complexity of operations. Our internal audit functions make an evaluation of the adequacy and effectiveness of internal systems on an ongoing basis so that our operations adhere to our policies, compliance requirements and internal guidelines. We periodically test and update our internal processes and systems and there have been no instances of failure to maintain effective internal controls and compliance system in the three months ended June 30, 2025 and the last three Fiscals. However, we are exposed to operational risks arising from the potential inadequacy or failure of internal processes or systems, and our actions may not be sufficient to ensure effective internal checks and balances in all circumstances. We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain effective internal controls over our financial reporting so that we produce reliable financial reports and prevent financial fraud. As risks evolve and develop, internal controls must be reviewed on an ongoing basis. Maintaining such internal controls requires human diligence and compliance and is therefore subject to lapses in judgment and failures that result from human error. Any lapses in judgment or failures that result from human error can affect the accuracy of our financial reporting, resulting in a loss of investor confidence and a decline in the price of our equity shares. 30. Technology failures could disrupt our operations and adversely affect our business operations and financial performance. Our IT systems are vital to our business and we have adopted IT policies to assist us in our operations. Our privacy policy deals with our treatment of personally identifiable information that we gather when customers are availing, accessing or using our website or by using our services and/or products in any manner. We are subject to various kinds of cyber threats, which vary from attacks common to most industries to more advanced and persistent, highly organised adversaries who target us because we protect national security information. If we are unable to protect sensitive information, our customers or governmental authorities could question the adequacy of our threat mitigation and detection processes and procedures. Due to the evolving nature of these security threats, however, the impact of any future incident cannot be predicted. Although we have a privacy policy in place and we work cooperatively with our customers, suppliers to seek to minimise the impact of cyber threats, other security threats or business disruptions, we must rely on the safeguards put in place by these entities, which may affect the security of our information. These entities have varying levels of cyber security expertise and safeguards and their relationships with government contractors may increase the likelihood that they are targeted by the same cyber threats we face. The key functions of our IT team include establishing and maintaining enterprise information systems and infrastructure services to support our business requirements, maintaining secure enterprise operations through, among others, risk assessment and incident management policies. We have implemented security measures intended to prevent unauthorised access to our information technology system, such measures may not detect or prevent all attempts to compromise our systems, including viruses, malicious software, break-ins, phishing attacks, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in. Breaches of our cybersecurity measures could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of users information, or a denial of service or other interruption to our business operations. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Given the nature of our business, occurrence of any of these events could adversely affect our internal operations, the services we provide to our customers, loss of competitive advantages derived from our research, design and development efforts or other intellectual property, early obsolescence of our products and services, our future financial results, our reputation or our stock price. While we have not experienced any instances of security breaches in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such instance will not arise in the future. 31. There have been certain instances of delays in payment of statutory dues by us in the past. Any delay in payment of statutory dues by us in future, may result in the imposition of penalties and in turn may have an adverse effect on our business, financial condition, results of operation and cash flows. We are required to pay certain statutory dues including provident fund contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, employee state insurance contributions under the Employees’ State Insurance Act, 1948, professional tax, tax deduction at source (“TDS”), labour welfare fund, 59GST, withholding tax and income tax. The table below sets forth the details of the delays in statutory dues payable by us: Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 June 30, 2025 Number Amount Number Amount Number Amount Number Amount of delayed of delayed of delayed of delayed (₹ instances (₹ in instances (₹ in instances (₹ in instances in Million) Million) Million) Million) The Employees Nil Nil 1 0.02 1 0.02 Nil Nil Provident Fund and Miscellaneous Provisions Act, 1952 Employee State NA NA NA NA NA NA NA NA Insurance Act, 1948 Professional Nil Nil Nil Nil Nil Nil Nil Nil Taxes Income Tax Nil Nil 1 3.40 Nil Nil Nil Nil Act, 1961 (TDS on Salary) Tax deducted at Nil Nil 1 1.98 Nil Nil Nil Nil source on other than salaries Gratuity Nil Nil Nil Nil Nil Nil Nil Nil Value added tax Nil Nil Nil Nil Nil Nil Nil Nil Goods and Nil Nil Nil Nil Nil Nil Nil Nil service tax Total Nil Nil 3 5.40 1 0.02 Nil Nil Note: These delays were primarily due to unavailability of adequate funds on the respective dates. As certified by Kalyanasundaram & Associates, Chartered Accountants, by their certificate dated December 22, 2025. We cannot assure you that we will not be subject to such penalties and fines in the future for delays in payment of statutory dues, which may have an adverse impact on our business, results of operations, financial condition and cash flows. 32. We have delayed in making certain regulatory filings required to be made with the RoC under applicable law in Fiscals 2025, 2024 and 2023. Any delay in regulatory filings by us in the future, may result in the imposition of penalties and in turn may have an adverse effect on our business, financial condition, results of operation and cash flows. Our Company has experienced delays in filing certain forms with the RoC in Fiscals 2025, 2024 and 2023. Please see table below for the details of the delay in filing of forms with the RoC in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023: S Period/Fiscal Particulars of the Due date Date of filing Reason for delay No. form 1. Three months - - - - ended June 30, 2025 2. Fiscal 2025 CHG-1 May 22, 2024 June 3, 2024 Delay in mobilisation (modification of of documents charge) AOC-4 for FY August 14, 2025 September 5, 2025 Delay in finalisation of 2024-25 XBRL due to validation errors MGT-7 for FY August 14, 2025 September 3, 2025 Technical glitches in 2024-25 the MCA form MGT-14 August 17, 2024 August 27, 2025 Inadvertent delay (Resolution for which was rectified adoption of upon internal review Amended and of regulatory Restated ESOP compliance 60S Period/Fiscal Particulars of the Due date Date of filing Reason for delay No. form 2024 Regulations) 3. Fiscal 2024 DIR-12 July 28, 2023 December 11, 2023 Technical glitch in (appointment of registering digital additional director) signature certificate on the MCA portal DIR- October 28, 2023 December 16, 2023 Technical issue 12(regularisation of director) CHG-9 March 1, 2024 March 7, 2024 Delay in mobilisation of documents AOC-4 for FY August 6, 2024 August 26, 2024 Delay in finalisation of 2022-23 XBRL due to errors in validation 4. Fiscal 2023 CHG-9 June 24, 2022 June 29, 2022 Delay in mobilisation of documents ADT-1 October 29, 2022 December 19, 2022 Delay in mobilisation (Reappointment of of documents Auditors) AOC-4 for FY October 29, 2022 December 19, 2022 Delay in finalisation of 2021-22 XBRL due to errors in validation MGT-7 for FY November 28, 2022 December 19, 2022 Delay in mobilisation 2021-22 of documents While the relevant additional fees have been paid/to be paid, there can be no assurance that similar delays will not occur in the future or that no penalties or adverse actions will be imposed. Any actions, including legal proceedings initiated by regulatory or statutory authorities, may have an adverse effect on our financial condition or reputation. 33. The loss of certain independent certification and accreditation of our products and the manufacturing practices that we have adopted could harm our business. We obtain and maintain quality certifications and accreditations from independent certification entities in connection with the products we manufacture. For instance, we have the ISO 9001:2015 (quality management systems), ISO 14001:2015 (environmental management system) and ISO/IEC 27001:2022 (information security management system) and ISO 28000:2022 (security and resilience-security management systems requirements) for design, development, manufacture and servicing of electro optical systems and imaging cores in the areas of infrared imaging for use in defence, commercial, security and industrial applications. Obtaining and maintaining these accreditations are critical to our products to be eligible for certain customers. Further, if we fail to comply with applicable quality standards or if the relevant accreditation institute or agency declines to certify our products and manufacturing practices, or if we are otherwise unable to obtain such quality accreditations in the future, in a timely manner or at all, our business prospects and financial performance will be adversely affected. While we have not experienced any instances where we failed to obtain quality certifications and accreditations which had an adverse impact on our business, results of operations, financial condition or cash flows, we cannot assure you that such instances will not arise in the future. 34. Exchange rate fluctuations may adversely affect our business, financial conditions, cash flows and results of operations. Our financial statements are presented in Indian Rupees. However, our revenue is influenced by the currencies that we export in as well as by currencies of countries from where we procure our raw materials. Our foreign currency exposures, exchange rate fluctuations between the Indian Rupee and foreign currencies, especially USD, EURO, etc., may have an adverse impact on our results of operations, cash flows and financial condition. Failure to hedge effectively against exchange rate fluctuations may adversely affect our business operations, financial conditions, results of operations and cash flows. While we have not experienced any instance in the three months ended June 30, 2025 and the last three Fiscals wherein our failure of hedging foreign exchange risks had a material adverse impact on our results of operations, financial condition and cash flows, we cannot assure you that such instance will not arise in the future. 35. We have certain contingent liabilities that have been disclosed in our financial statements, which if they materialize, may adversely affect our results of operations, cash flows and financial condition. 61As of June 30, 2025, our contingent liabilities that have been disclosed in our Restated Consolidated Financial Statements, were as follows: S. No. Particulars Amount (₹ million)* 1. Bank guarantee 257.52 Total 257.52 *Notes Our Company has not provided for the following contingent liabilities: Name of the statute Amount Nature of dues Period to which it Forum where dispute (₹ million) relates is pending Goods and Services Tax Act, 2017 5.78 Goods and Services 2018-19 J&K State High Court Tax If a significant portion of these liabilities materialize, it could have an adverse effect on our business, cash flows, financial condition and results of operations. Furthermore, we cannot assure you that we will not incur similar or increased levels of contingent liabilities in the current Fiscal or in the future. For further information of contingent liability as at June 30, 2025 as per Ind AS 37, see “Restated Consolidated Financial Statements – Note 39 - Contingent liabilities and capital commitments” on page 359. 36. We may be unable to detect, deter and prevent all instances of fraud or negligence or other misconduct committed by our employees, customers or other third parties, which may have a material adverse effect on our business, results of operations and financial condition. Many of our contracts involve tenders that are critical to the operations of our customer’s business. Further, as our operations are linked to the defence sector of various governments across the globe, certain documents and information are confidential because of national security related concerns. Any instances of fraud, theft or other misconduct in our Company can be difficult to detect, deter and prevent, and could subject us to financial losses and harm our reputation. We have established internal controls and mechanisms to address instances of fraud, theft, or other misconduct. These include defined policies on ethical conduct, internal audit procedures, and a framework to enable confidential reporting and investigation of concerns. Further, our Company has implemented appropriate safety and security measures across all its premises, such as deployment of security personnel, installation of surveillance / CCTV cameras, and biometric access controls to ensure secure entry. These measures collectively help mitigate risks and safeguard the Company’s assets, information, and operations. Although we have controls in place with respect to the handling of such cases, we may be unable to prevent, detect or deter all such instances of misconduct. Further, we may not be able to identify non-compliance and/or suspicious transactions in a timely manner or at all. Any such misconduct committed against our interests, which may include past acts that have gone undetected or future acts, may have a material adverse effect on our business, results of operations and financial condition. While we have not experienced any such instance in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such an instance will not take place in the future. 37. Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance coverage which may impact on our financial condition, cash flows and results in operations. We maintain insurance cover for terrorism, marine cargo, standard fire and special perils, fire floater, etc. We have also obtained insurance for our employees, directors, and KMPs, inter alia, directors and officers liability, keyman (sampoorna raksha promise), group personal accident, group mediclaim, group term life (Sampoorna suraksha) etc. For further information on the insurance policies availed by us, see “Our Business – Insurance” on page 263. These insurance policies are generally valid for one year and are renewed yearly. We cannot assure you that the renewal of our insurance policies in the future will be granted in a timely manner, at acceptable cost or at all. We could face liabilities or otherwise suffer losses should any unforeseen incident such as malfunction or failure of manufacturing equipment, natural disaster, fire, flood, and accidents affect our research centre or Registered Office and Corporate Office. Notwithstanding the insurance coverage that we carry, we may not be fully insured against certain types of risks. We cannot assure you that any claim under the insurance policies maintained by us will be honoured fully, in part, on time, or at all. To the extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance coverage, our business, cash flows, financial condition and results of operations could be adversely affected. Any damage suffered by us in excess of such limited coverage amounts, 62or in respect of uninsured events, not covered by such insurance policies will have to be borne by us. The following table sets forth details of coverage of our insurance policies against the total insurable assets for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three months For the year ended For the year ended For the year ended ended June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Amount Percentage Amount Percentage Amount Percentage Amount Percentage (₹ of the (₹ of the (₹ million) of the (₹ of the million) Total million) Total Total million) Total Insurable Insurable Insurable Insurable Assets Assets Assets Assets (%) (%) (%) (%) Coverage 1,358.47 100 1,320.00 100 1,057.90 100 471.07 100 of Insurance Policies Insurance - 1.04 - 0.97 - 0.91 - 1.10 coverage ratio Total 1,306.77 - 1,356.29 - 1,164.72 - 426.92 - tangible assets Insurance - 103.95 - 97.32 - 90.83 - 110.34 coverage as a percentage of total tangible assets 63The table below sets forth the further break down of insured and uninsured assets and the amount of insurance coverage granted to each for the following periods: As at three months ended June 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Amount % of Total Percenta Amount % of Total Percenta Amount % of Total Percenta Amount % of Total Percenta Particulars/ (₹ in total Insuranc ge of (₹ in total Insuranc ge of (₹ in total Insuranc ge of (₹ in total Insuranc ge of Particulars details of million) assets * e cover (₹ insurance million) assets * e cover (₹ insurance million) assets * e cover (₹ insurance million) assets * e cover (₹ insurance the Asset of asset^ (in %) in coverage of asset^ (in %) in coverage of asset^ (in %) in coverage of asset^ (in %) in coverage million) (in %) million) (in %) million) (in %) million) (in %) Insured Property, 246.98 3.78 158.47 64.16 244.85 3.37 120.00 49.01 47.86 0.83 57.90 120.98 31.06 1.82 41.07 132.24 Assets(1) Plant & Equipment Tangible 1,059.79 16.24 1,200.00 113.23 1,111.44 15.30 1,200.00 107.97 1,116.86 19.43 1,000.00 89.54 395.86 23.14 430.00 108.62 assets - Inventory Uninsured Total assets 5,219.45 79.98 - - 5,907.27 81.33 - - 4,582.10 79.73 - 1,284.09 75.04 - - Assets(2) excluding those mentioned above Total 6,526.23 100.00% 1,358.47 103.96 7,263.56 100.00 1,320.00 97.32 5,746.82 100.00 1,057.90 90.83 1,711.01 100.00 471.07 110.34 *Based on Restated Consolidated Financial Statements. (1) Insured Assets comprises of property, plant & equipment (net block) and inventories. (2) Uninsured assets comprises right-of-use assets, intangible assets, capital work-in-progress, financial assets, investments, other financial assets, other non-current assets, trade receivables, cash and bank balances, other bank balances, loans, other financial assets and other current assets 64While we have not experienced any loss or damage that is not covered by insurance or exceeds our insurance in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you that such an instance will not occur in the future. 38. Certain sections of this Draft Red Herring Prospectus disclose information from the industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks. We have availed the services of an independent third-party research agency, Frost and Sullivan (India) Private Limited appointed by our Company pursuant to an engagement letter dated June 7, 2025, to prepare an industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” dated December 2025 (“F&S Report”), for purposes of inclusion of such information in this Draft Red Herring Prospectus to understand the industry in which we operate. Our Company, our Promoters, our Directors, our Key Managerial personnel, our Senior Management and our Book Running Lead Managers are not related to F&S. The F&S Report has been commissioned by our Company exclusively in connection with the Offer for a fee. The F&S Report uses certain methodologies for market sizing and forecasting and may include numbers relating to us that differ from those we record internally. There are no standard data gathering methodologies in the markets in which we operate, and methodologies and assumptions vary widely among different industry sources. Furthermore, industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Industry sources do not guarantee the accuracy, adequacy or completeness of the data. Statements from third parties that involve estimates are subject to change, and actual amounts may differ materially from those included in this Draft Red Herring Prospectus. Furthermore, the F&S Report is not a recommendation to invest/ disinvest in any company covered in the F&S Report. Accordingly, prospective investors should not place undue reliance on, or base their investment decision solely on this information. In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any investment in the Offer pursuant to reliance on the information in this Draft Red Herring Prospectus based on, or derived from, the F&S Report. You should consult your own advisors and undertake an independent assessment of information in this Draft Red Herring Prospectus based on, or derived from, the F&S Report before making any investment decision regarding the Offer. See “Industry Overview” on page 147. 39. Our Promoters, our Directors and, certain Key Managerial Personnel and Senior Management may have interests in our Company in addition to their remuneration and reimbursement of expenses. Our Promoters, Directors, and certain Key Managerial Personnel and Senior Management may be regarded as having an interest in our Company other than the reimbursement of expenses incurred and normal remuneration or benefits. For further details, see “Our Management – Interest of Directors” and “Our Management – Interest of Key Managerial Personnel and Senior Management” on page 286 and 296. Our Promoters and Chief Financial Officer are also interested to the extent of Equity Shares held by them and the transactions entered into by our Promoters, Chief Financial Officer and our Company. We cannot assure you that our Promoters, Directors and Key Managerial Personnel will exercise their rights as shareholders to the benefit and best interest of our Company under all circumstances. For further details, see “Capital Structure” and “Our Promoter and Promoter Group – Interests of Promoters” on pages 97 and 299, respectively. 40. Most of our Directors do not have prior experience of holding a directorship in a company listed on the Stock Exchanges which may subject us to adverse regulatory actions if we are not able to comply with applicable laws, resulting in an impact on the price of our Equity Shares. Most of our Directors do not have prior experience of being on the board of a company listed on the Stock Exchanges, or experience working at a listed company. Upon listing of the Equity Shares, our Company will be subject to the applicable regulatory requirements, including the regulations prescribed under SEBI Listing Regulations and the Companies Act. Any non-compliance with such regulatory framework, whether due to lack of such experience or otherwise, could subject us to adverse regulatory actions, and have an impact on the price of our Equity Shares. 6541. We have in the past entered into related party transactions and may continue to do so in the future. We have entered into transactions with related parties in the past and from, time to time, we may enter into related party transactions in the future. These transactions include, among other things, remuneration paid to directors, sale of goods, reimbursement of expenses, purchase of project materials, technical support services – payables etc. Our Company has entered into transactions with CEAQ Singapore in the past for the procurement of raw materials. For details in regard to such transactions, see “Summary of this Draft Red Herring Prospectus - Summary of related party transactions” and “Restated Consolidated Financial Statements – Note 45 - Related Party Disclosures” on pages 21 and 302, respectively. While all such transactions have been conducted on an arm’s length basis and in accordance with the Companies Act, 2013, we cannot assure you that we might not have obtained more favourable terms had such transactions been entered into with unrelated parties. While we shall endeavour to conduct all related party transactions post listing of the Equity Shares subject to the Board’s or Shareholders’ approval, as applicable, and in compliance with the applicable accounting standards, provisions of Companies Act, 2013, provisions of the SEBI Listing Regulations and other applicable law, such future related party transactions may potentially involve conflicts of interest. Although our Company will endeavour to duly address such conflicts of interest as and when they may arise, we cannot assure you that these arrangements in the future, or any future related party transactions that we may enter into, individually or in the aggregate, would provide us with the anticipated benefits and/or will not have an adverse effect on our business, financial condition and results of operations. 42. Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance have been included in this Draft Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable. Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like Gross Profit, Gross Profit Margin (%), EBITDA, EBITDA Margin (%), PAT Margin (%), Return on Equity (%), Return on Capital employed (%), Net Tangible Fixed Asset Turnover and Working Capital Days have been included in this Draft Red Herring Prospectus. We compute and disclose such non-GAAP financial measures and such other statistical information relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance. These Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS. In addition, these are not standardised terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. These non-GAAP financial measures and other statistical and other information relating to our operations and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies. 43. Non-availability of credit ratings or our inability to obtain such credit rating in a timely manner or a poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows and results of operations. The cost and availability of capital depends on a company’s credit ratings. Credit ratings reflect the opinion of the rating agency on our management, track record, diversified clientele, increase in scale and operations and margins, medium term revenue visibility and operating cycle. While we have not received any credit ratings as on the date of the DRHP, we could receive a poor rating in the future if we obtain credit ratings. Further, we may not be able to attract customers due to non-availability of credit ratings or certain customers may require us to obtain credit ratings to adjudge our ability to access capital. Although we have not faced such an instance in the three months ended June 30, 2025 and the last three Fiscals, inability to attract customers due to non-availability of credit ratings or our inability to obtain such credit rating in a timely manner or poor credit rating in the future, could increase borrowing costs, will give the right to our lenders to review the facilities availed by us under our financing arrangements and adversely affect our access to 66capital and debt markets, which could in turn adversely affect our interest margins, our business, results of operations, financial condition and cash flows. 44. Our Company has issued Equity Shares during the last twelve months at a price which may be lower than the Offer Price. We have, in the 12 months preceding the filing of this Draft Red Herring Prospectus, issued Equity Shares at prices that may be lower than the Offer Price. See ‘Capital Structure – Notes to Capital Structure – Issue of specified securities at a price lower than the Offer Price in the last one year’ on page 107. The price at which our Company has issued the Equity Shares in the past is not indicative of the price at which they will be issued or traded. 45. Our Company will not receive any proceeds from the Offer for Sale. Our Selling Shareholders will receive the proceeds from the Offer for Sale. The Offer comprises of an Offer for Sale by the Selling Shareholders. Our Selling Shareholders shall be entitled to the entire proceeds from the Offer for Sale (net of their portion of the Offer-related expenses), in accordance with SEBI ICDR Regulations, and we will not receive any proceeds from the Offer for Sale. For further information, see “The Offer” on page 80. 46. As on the date of this DRHP, one of our Group Companies, i.e., CEAQ Singapore has not prepared the audited financial statements for Fiscal 2024 and Fiscal 2025. As on the date of the DRHP, the audited financial statements for CEAQ Singapore are available only up to Fiscal 2023. There is no assurance whether audited financial statements will be available for such Group Company in the future. For further information, see “Our Group Companies” on page 430. External Risk Factors 47. Our international operations expose us to complex management, legal, tax and economic risks. Our purchase and supply arrangements may be governed by the laws of foreign jurisdictions and disputes arising from such arrangements may be subject to the exclusive jurisdiction of foreign courts. We have entered, and we may in the future enter, into purchase and supply agreements that are governed by laws outside India. Accordingly, we are subject to risks inherent in operating abroad, such as exposure to foreign currencies and the attendant risks, including exchange rate volatility and translation risk arising from foreign currency transactions being translated into Indian rupees for the purposes of our Restated Consolidated Financial Statements. We will also be subject to laws of any other country in which we may operate in future, which may differ in various respects from similar Indian laws and may require us to expend additional resources and engage advisors in the relevant jurisdictions to ensure compliance with applicable laws and the regulatory regime at all times. We may not be familiar with the tax regime in the relevant countries, and may not be able to procure expert advice in a timely manner, or at all. We may be exposed to the risk of penalties for non-compliance with legal requirements in our day to day operations. In addition, to the extent our purchase and supply arrangements are governed by laws of territories outside India, disputes arising from such arrangements are subject to the exclusive jurisdiction of courts situated in such territories. There can be no assurance that we will be able to contest such disputes effectively, or that such courts will determine disputes in accordance with Indian legal precedents which we may be more familiar with. We may also undertake transactions in countries or with persons that are subject to international sanctions. This may in turn open us to regulatory action. As a consequence, our international operations may expose us to adverse effects on our financial condition and results of operations. 48. We are subject to anti-corruption and anti-money laundering laws and regulations. We may face criminal liability and other serious consequences for violations if occur in the future, which can harm our business. Our operations are subject to anti-corruption laws that generally prohibit us and our employees and intermediaries from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We are, therefore, exposed to the risk that our employees may engage in fraudulent or other illegal activity in violation of these laws. It is not always possible to identify and deter misconduct by our employees and other third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from 67governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Enforcement of anti-corruption laws has increased substantially in recent years, with more frequent voluntary self-disclosures by companies, aggressive investigations and enforcement proceedings by governmental agencies, and assessment of significant fines and penalties against companies and individuals. We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing laws might be administered or interpreted. Any alleged or actual violations of these regulations may subject us to government scrutiny, severe criminal or civil sanctions, and could adversely affect our business, reputation, operating results, cash flows and financial condition. While we have not experienced any such instance in the three months ended June 30, 2025 and the last three Fiscals, we cannot assure you such an instance will not occur in the future. 49. Changing laws, rules and regulations in India could lead to new compliance requirements that are uncertain. Our business, financial performance, cash flow and results of operations could be adversely affected by unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and our business. Our business, cash flows, results of operations and prospects may be adversely impacted, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and policy. The regulatory and policy environment in which we operate are evolving and are subject to change. The Government of India may implement new laws or other regulations and policies that could affect our business in general, which could lead to new compliance requirements, including requiring us to obtain approvals and licenses from the Government and other regulatory bodies, or impose onerous requirements. We are subject to laws and government regulations, including in relation to safety, health, environmental protection and labour. These laws and regulations impose controls on air and water discharge, employee exposure to hazardous substances and other aspects of our manufacturing operations. Further, laws and regulations may limit the amount of hazardous and pollutant discharge that our research centre may release into the air and water. The discharge of materials that hazardous into the air, soil or water beyond these limits may cause us to be liable to regulatory bodies or third parties. Any of the foregoing could subject us to litigation, which could lower our profits in the event we were found liable and could also adversely affect our reputation. Additionally, the government or the relevant regulatory bodies may require us to shut down our research centre, which in turn could lead to product shortages that delay or prevent us from fulfilling our obligations to customers. Further, under India’s Defence Acquisition Procedure 2020, our Company’s supplies are categorised as “Indigenously-Designed, Developed and Manufactured” (“IDDM”) and must comply with the IDDM cap, which limits the permissible foreign or non-indigenous content in the final product to a maximum of 50% of the overall contract value. Once a vendor elects—or is mandated—to bid under this category, it becomes legally bound to demonstrate, at every stipulated milestone, that at least half of the ex-factory cost originates from Indian design, development, production or value-addition, supported by detailed cost sheets, certification from statutory auditors, and audit rights in favour of the Ministry of Defence. Further, our Company is also required to ensure that the control of the Company is with Indian citizens. Failure to adhere to the cap not only exposes the vendor to disqualification, liquidated damages, and forfeiture of performance guarantees under the Defence Procurement Contract but may also trigger blacklisting and debarment under the MoD’s Guidelines on Penalties and Debarment, thereby materially affecting the vendor’s eligibility for future government procurements. We are pursuing certain programmes under IDDM, and thus are subject to the adverse impacts of failure to adhere to its cap and any change in such caps. For instance, the Government of India has announced the union budget for the Financial Year 2026 (the “Budget”), pursuant to which the Finance Act, 2025 has amended the Income-tax Act, 1961, including the capital gains tax rates with effect from the date of announcement of the Budget. We have not fully determined the effects of these recent and proposed laws and regulations on our business. For instance, the Digital Personal Data Protection Act, 2023 (“DPDP Act”) which has received the assent of the President on August 11, 2023, provides for personal data protection and privacy of individuals, regulates cross border data transfer, and provides for the processing of digital personal data in a manner that recognises both the rights of individuals to protect their personal data and the need to process personal data for lawful purposes and matters incidental thereto. It also provides for the establishment of a Data Protection Board of India for taking remedial actions and imposing penalties for breach of the provisions of the DPDP Act. It imposes restrictions and 68obligations on data fiduciaries, resulting from dealing with personal data and further, provides for levy of penalties for breach of obligations prescribed under the DPDP Act. The enactment of the DPDP Act introduces stricter data protection norms for companies in India, which may result in additional costs incurred to ensure compliance. Additionally, the GoI has published the Draft Digital Personal Data Protection Rules, 2025 which aim to provide the operational framework for implementing India’s new general personal data protection regime. The Government introduced (a) the Code on Wages, 2019 (“Wages Code”); (b) the Code on Social Security, 2020 (“Social Security Code”); (c) the Occupational Safety, Health and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020, which consolidate, subsume and replace numerous existing central labor legislations. Except certain portions of the Wages Code, which have come into force pursuant to notification by Ministry of Labour and Employment, the rules for implementation under such codes were notified on November 21, 2025. The Parliament of India has passed the Bharatiya Nyaya Sanhita, 2023, the Bharatiya Nagarik Suraksha Sanhita, 2023 and the Bharatiya Sakshya Adhiniyam, 2023, which have repealed the Indian Penal Code, 1860, the Code of Criminal Procedure, 1973 and the Indian Evidence Act, 1872, respectively, with effect from July 1, 2024. The effect of the provisions of these on us and the litigations involving us cannot be predicted with certainty at this stage. Unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. Uncertainty in the applicability, interpretation, or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the viability of our current businesses or restrict our ability to grow our businesses in the future. We cannot predict whether any tax laws or other regulations affecting it will be enacted or predict the nature and effects of any such laws or regulations or whether, if at all, any laws or regulations would have an adverse effect on our business, prospects and results of operations. 50. Any failure to comply with sanctions administered by the United States or other governments could adversely affect our business and reputation. U.S. law generally prohibits U.S. persons from directly or indirectly investing or otherwise doing business in or with certain countries that are the subject of comprehensive sanctions and with certain persons or businesses that have been specially designated by the OFAC or other U.S. government agencies. Other governments and international or regional organizations also administer similar economic sanctions. Although we endeavour to conduct our activities in compliance with applicable laws and regulations, we cannot assure you that persons and/or entities with whom we may engage in future transactions will not become the subject of sanctions-related prohibitions or restrictions, or that sanctions will not be imposed on the persons with whom we currently engage or countries in which we currently conduct business. The imposition of such sanctions on countries or persons with whom we transact may adversely affect our business and results of operations. Our failure to successfully comply with applicable sanctions may expose us to adverse legal and business consequences, including civil or criminal penalties, government investigations, and reputational harm. 51. Changes in trade policies may affect us. Any change in policies by India or by the other countries, in terms of tariff and non-tariff barriers, from which our suppliers import their raw materials, components and/or countries to which we export our products, may increase our operating costs, reduce our margins and make it more difficult for us to compete in the Indian and overseas markets, and our business, financial condition and results of operation could be severally impacted. For instance, US has recently introduced high tariffs on all Indian goods, which will have an adverse impact on our opportunities in the US. 52. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could materially and adversely affect our business. Natural disasters (such as typhoons, flooding and earthquakes), epidemics, pandemics and man-made disasters, including acts of war, terrorist attacks and other events such as political instability, including strikes, demonstrations, protests, marches or other types of civil disorder, many of which are beyond our control, may lead to economic instability, including in India or globally, which may in turn materially and adversely affect our 69business, financial condition, cash flows and results of operations. Our operations may be adversely affected by fires, natural disasters and/or severe weather, which can result in damage to our property or inventory and generally reduce our productivity and may require us to evacuate personnel and suspend operations. A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to contagious diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9, H5N1 and H1N1 strains of influenza in birds and swine and the COVID-19. As a result, any future outbreak of a contagious disease could have an adverse effect on our business and the trading price of the Equity Shares. 53. A downgrade in sovereign credit and debt ratings of India and other jurisdictions we operate in may affect the trading price of the Equity Shares. Our borrowing costs and our access to the debt capital markets depend significantly on the sovereign credit ratings of India. Any further adverse revisions to credit ratings for India and other jurisdictions we operate in by domestic or international rating agencies may adversely impact our ability to raise additional financing. This could have an adverse effect on our ability to fund our growth on favourable terms and consequently adversely affect our business and financial performance and the price of the Equity Shares. 54. We may be affected by competition laws in India, the adverse application or interpretation of which could adversely affect our business. The Competition Act, 2002, of India, as amended (“Competition Act”), was enacted for the purpose of preventing practices that have or are likely to have an adverse effect on competition in India and has mandated the Competition Commission of India (“CCI”) to prevent such practices. Under the Competition Act, any formal or informal arrangement, understanding or action in concert, which causes or is likely to cause an appreciable adverse effect on competition (“AAEC”) is considered void and may result in the imposition of substantial penalties. Further, any agreement among competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls production, supply, markets, technical development, investment or the provision of services or shares the market or source of production or provision of services in any manner, including by way of allocation of geographical area or number of consumers in the relevant market or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a dominant position by any enterprise. If it is proved that the contravention committed by a company took place with the consent or connivance or is attributable to any neglect on the part of, any director, manager, secretary or other officer of such company, that person shall be also guilty of the contravention and may be punished. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such agreement, conduct or combination has an AAEC in India. However, the impact of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this stage. In the event we pursue an acquisition in the future, we may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business, results of operations, cash flows and prospects. The manner in which the Competition Act and the CCI affect the business environment in India may also adversely affect our business, financial condition, cash flows and results of operations. The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) was notified on April 11, 2023, which amends the Competition Act and give the CCI additional powers to prevent practices that harm competition and the interests of consumers. The Competition Amendment Act, inter alia, modifies the scope of certain factors used to determine AAEC, reduces the overall time limit for the assessment of combinations by the CCI from 210 days to 150 days and empowers the CCI to impose penalties based on the global turnover of entities, for anti- competitive agreements and abuse of dominant position. We have not experienced any instances wherein we were subject to any penalty or received any notice from the CCI in the three months ended June 30, 2025 and the last three Fiscals, however, we cannot assure you such instances will not arise in the future. 55. Financial and political instability in other countries may cause increased volatility in Indian financial markets. The Indian market and the Indian economy are influenced by economic and market conditions in other countries, including conditions in the United States of America, Europe and certain emerging economies in Asia. In 70particular, the ongoing military conflicts between Russia and Ukraine, India and Pakistan and in West Asia could result in increased volatility in, or damage to, the worldwide financial markets and economy. Increased economic volatility and trade restrictions could result in increased volatility in the markets for certain securities and commodities and may cause inflation. Any worldwide financial instability including possibility of default in the US debt market may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector and us. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Concerns related to a trade war between large economies may lead to increased risk aversion and volatility in global capital markets and consequently have an impact on the Indian economy. In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown in the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the trade relations between the two countries. In response to such developments, legislators and financial regulators in the United States and other jurisdictions, including India, implemented a number of policy measures designed to add stability to the financial markets. However, the overall long-term effect of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilising effects. These developments, or the perception that any of them could occur, have had and may continue to have an adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital. This could have an adverse effect on our business, financial condition and results of operations and reduce the price of the Equity Shares. 56. The Indian tax regime has undergone substantial changes which could adversely affect our business and the trading price of the Equity Shares. Any change in Indian tax laws could have an effect on our operations. The Government of India has implemented two major reforms in Indian tax laws, namely the Goods and Services Tax (“GST”), and provisions relating to general anti-avoidance rules (“GAAR”). The indirect tax regime in India has undergone a complete overhaul. The indirect taxes on goods and services, such as central excise duty, service tax, central sales tax, state value added tax, surcharge and excise have been replaced by GST with effect from July 1, 2017. The GST regime continues to be subject to amendments and its interpretation by the relevant regulatory authorities is constantly evolving. GAAR became effective from April 1, 2017. The tax consequences of the GAAR provisions being applied to an arrangement may result in, among others, a denial of tax benefit to us and our business. In the absence of any substantial precedents on the subject, the application of these provisions is subjective. If the GAAR provisions are made applicable to us, it may have an adverse tax impact on us. Further, if the tax costs associated with certain of our transactions are greater than anticipated because of a particular tax risk materializing on account of new tax regulations and policies, it could affect our profitability from such transactions. The Government of India has announced the Union Budget for the Financial Year 2026 (“Budget”), pursuant to which the Finance Act, 2025 has amended the Income-Tax Act, 1961, including the capital gains tax rates with effect from the date of announcement of the Budget. We have not fully determined the effects of these recent and proposed laws and regulations on our business. Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of owning, investing or trading in the Equity Shares. We cannot predict whether any amendments made pursuant to the Finance Act would have an adverse effect on our business, results of operations, financial condition and cash flows. Unfavourable changes in or interpretations of existing laws, rules and regulations, or the promulgation of new laws, rules and regulations including foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our ability to grow our business in the future. We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what the nature and impact of the specific terms of any such laws or regulations will be or whether if at all, any laws or regulations would have an adverse effect on our business. Further, any adverse order passed by the appellate authorities/ 71tribunals/ courts would have an effect on our profitability. In addition, we are subject to tax related inquiries and claims. 57. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate in order to pass costs on to our customers thereby reducing our margins. Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and increased costs to our business, including increased costs of wages and other expenses. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to our customers, whether entirely or in part, and may adversely affect our business, results of operations, cash flows and financial condition. In particular, we might not be able to reduce our costs or increase the price of our products to pass the increase in costs on to our customers. In such case, our business, results of operations, cash flows and financial condition may be adversely affected. Further, the Government of India has previously initiated economic measures to combat high inflation rates, and it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the future. 58. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition. Our Restated Consolidated Financial Statements, derived from our audited financial statements which are prepared in accordance with Ind AS for financial statements as at and for the three months ended June 30, 2025 and the years ended March 31, 2025, 2024 and 2023, included in this Draft Red Herring Prospectus are restated in accordance with the requirements of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectus (Revised 2019)” issued by the ICAI. We have not attempted to quantify the effects of U.S. GAAP or IFRS on the financial data included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our Restated Consolidated Financial Statements to those of U.S. GAAP or IFRS. Accordingly, the degree to which the Ind AS and Indian GAAP financial statements, which are restated as per the SEBI ICDR Regulations included in this Draft Red Herring Prospectus, will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should be limited accordingly. Ind AS differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. If our financial statements were to be prepared in accordance with such other accounting principles, our results of operations, cash flows and financial position may be substantially different. Prospective investors should review the accounting policies applied in the preparation of our financial statements, and consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should be limited accordingly. 59. Pursuant to the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by Stock Exchanges in order to enhance market integrity and safeguard the interest of investors. SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with respect to the shares of listed companies in India (the “Listed Securities”) in order to enhance market integrity, safeguard the interests of investors and potential market abuses. In addition to various surveillance measures already implemented, and in order to further safeguard the interest of investors, the SEBI and the Stock Exchanges have introduced additional surveillance measures (“ASM”) and graded surveillance measures (“GSM”). ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain objective parameters such as price-to-earnings ratio, percentage of delivery, variation in volume of shares and volatility of shares, among other things. GSM is conducted by the Stock Exchanges on Listed Securities where their price quoted on the Stock Exchanges is not commensurate with, among other things, the financial performance and financial condition measures such as earnings, book value, fixed assets, net worth, other measures such as price- to-earnings multiple and market capitalization. 72Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors which may result in high volatility in price, and low trading volumes as a percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors or other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may include requiring higher margin requirements, limiting trading frequency or freezing of price on the upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on the market price, trading and liquidity of our Equity Shares and on the reputation and conditions of our Company. Any such instance may result in a loss of our reputation and diversion of our management’s attention and may also decrease the market price of our Equity Shares which could cause you to lose some or all of your investment. 60. Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, profit after tax available for distribution, cash flows, working capital requirements and capital expenditure and the terms of our financing arrangements. Any dividends to be declared and paid in the future are required to be recommended by our Company’s Board of Directors and approved by its Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of the Board and will depend on a number of factors, including but not limited to, internal factors such as earning stability, past dividend trends, cashflow, organic growth and expansion, profitability of our Company during the period under consideration and external factors, including but not limited to the macro-economic environment, market conditions, regulatory changes and technological changes or statutory and contractual restrictions. our Company operates. Additionally, we may retain all our future earnings, if any, for any proposed or ongoing or planned business expansion or for any other purposes which may be considered by the Board subject to compliance with the provisions of the Companies Act. We cannot assure you that we will generate sufficient revenues to cover our operating expenses and, as such, pay dividends to our Company’s shareholders in future consistent with our past practices, or at all. We have not declared any dividends on the Equity Shares in the three months ended June 30, 2025 and the last three Fiscals, until the date of this Draft Red Herring Prospectus. For information pertaining to dividend policy, see “Dividend Policy” on page 301. 61. The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid market for the Equity Shares. Further, the price of the Equity Shares may be volatile, and the investors may be unable to resell the Equity Shares at or above the Offer Price, or at all. Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the stock exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. Our Equity Shares are expected to trade on NSE and BSE after the Offer, but there can be no assurance that active trading in our Equity Shares will develop after the Offer, or if such trading develops that it will continue. The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in our operating results, market conditions specific to the defence industry we operate in, developments relating to India, announcements by third parties or governmental entities of significant claims or proceedings against us, volatility in the securities markets in India and other jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes in economic, legal and other regulatory factors. As a result, we cannot assure you that an active market will develop or sustained trading will take place in the Equity Shares or provide any assurance regarding the price at which the Equity Shares will be traded after listing. Further, the market price of the Equity Shares may decline below the Offer Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Offer Price. Investors may not be able to sell our Equity Shares at the quoted price if there is no active trading in our Equity Shares. There has been significant volatility in the Indian stock markets in the recent past, and the trading price of our Equity Shares after the Offer could fluctuate significantly as a result of market volatility or due to various internal or external risks, including but not limited to those described in this Draft Red Herring Prospectus. The market price of our Equity Shares may be influenced by many factors, some of which are beyond our control, including, among others: • the failure of analysts to cover the Equity Shares after the Offer, or changes in the estimates of 73our performance by analysts; • the activities of competitors and suppliers; • future sales of the Equity Shares by us or our Shareholders; • investor perception of us and the industry in which we operate; • changes in accounting standards, policies, guidance, interpretations of principles; • our quarterly or annual earnings or those of our competitors; • developments affecting fiscal, industrial or environmental regulations; and • the public’s reaction to our press releases and adverse media reports. A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment. 62. Investors may be subject to Indian taxes arising out of income arising on the sale and dividend on the Equity Shares. Under current Indian tax laws and regulations, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any capital gain exceeding ₹125,000, realized on the sale of listed equity shares on a recognized stock exchange, held for more than 12 months immediately preceding the date of transfer, will be subject to long term capital gains in India, at the rate of 12.5% (plus applicable surcharge and cess). This beneficial rate is, inter alia, subject to payment of Securities Transaction Tax (“STT”). Further, any gain realized on the sale of equity shares in an Indian company held for more than 12 months, which are sold using any platform other than a recognized stock exchange and on which no STT has been paid, will be subject to long term capital gains tax in India at 12.5%. Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months or less immediately preceding the date of transfer will be subject to short term capital gains tax in India. Such gains will be subject to tax at the rate of 20% (plus applicable surcharge and cess), subject to STT being paid at the time of sale of such shares. Otherwise, such gains will be taxed at the applicable rates. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. Similarly, any business income realized from the transfer of Equity Shares held as trading assets is taxable at the applicable tax rates subject to any treaty relief, if applicable, to a non-resident seller. 63. The determination of the Price Band is based on various factors and assumptions and the Offer Price, price to earnings ratio and market capitalization to revenue multiple based on the Offer Price of our Company, may not be indicative of the market price of the Company on listing subsequent to the Offer or thereafter. Our revenue from operations for the three months ended June 30, 2025 was ₹ 686.77 million. Further, restated profit for the year for the three months ended June 30, 2025 was ₹ 54.31 million. The table below sets forth details of our price to earnings ratio and market capitalization to revenue from operations at the upper end of the Price Band: Particulars Price to Earnings Ratio Market Capitalization to Revenue For Fiscal 2025 [●] [●] *To be populated at Prospectus stage. The determination of the Price Band is based on various factors and assumptions, and will be determined by our Company in consultation with the BRLMs. The relevant financial parameters based on which the Price Band will be determined shall be disclosed in the advertisement that will be issued for the publication of the Price Band. Further, the Offer Price of the Equity Shares is proposed to be determined on the basis of assessment of market demand for the Equity Shares offered through the book-building process prescribed under the SEBI ICDR Regulations, and certain quantitative and qualitative factors as set out in the section “Basis for Offer Price” on page 125 and the Offer Price, multiples and ratios may not be indicative of the market price of the Company on listing or thereafter. 7464. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Offer. The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The transfer of Equity Shares in this Offer and the credit of such Equity Shares to the applicant’s demat account with depository participant could take approximately two Working Days from the Bid Closing Date and trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within three Working Days of the Bid Closing Date. There could be a failure or delay in listing of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise commence trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods specified in this risk factor. We could also be required to pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed time periods. 65. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us may dilute your shareholding and sales of Equity Shares by our major shareholders may adversely affect the trading price of the Equity Shares. We may be required to finance our growth through future equity offerings. Any future equity issuances by us, including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares including through exercise of employee stock options, may lead to the dilution of investors’ shareholdings in our Company. Any future equity issuances by us or sales of our Equity Shares by our shareholders may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through offering of our Equity Shares or incurring additional debt. Any disposal of Equity Shares by our Promoters or major shareholders or the perception that such issuance or sales may occur, including to comply with the minimum public shareholding norms applicable to listed companies in India, as applicable, may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through offering of the Equity Shares or incurring additional debt. There can be no assurance that we will not issue Equity Shares, convertible securities or securities linked to Equity Shares or that our Shareholders will not dispose of, pledge or encumber their Equity Shares in the future. Any future issuances could also dilute the value of your investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might occur may also affect the market price of our Equity Shares. 66. Any restrictions under the Foreign Direct Investment Policy (“FDI Policy”) or delay in receiving approvals would adversely affect our business, operations and financial conditions. Under the current FDI Policy, infusion of fresh foreign investment up to 49%, in a company engaged in the defence sector (as prescribed) not seeking industrial license or which already has government approval for FDI, will need to submit a declaration with the Ministry of Defence in cases of: (a) change in equity/shareholding pattern; or (b) transfer of stake by existing investor to new foreign investor, within a period of 30 days of such change. Any proposal for raising FDI beyond 49% from such companies shall require government approval. In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-Debt Instrument Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs put together with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 74% under the automatic route and government approval route beyond 74%). Any delay or denial of approval to increase the sectoral cap in the future would create an adverse impact on our business, operations and financial conditions. Further, these approvals granted to us may be revoked at any point of time due to circumstances which may or may not be within our control and this could have an adverse impact on our business and operations. Moreover, any further restrictions of the FDI policy impacting our industry would also restrict our foreign investment opportunities thereby creating an adverse impact on our business, operations and financial conditions. 67. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares. 75Under foreign exchange regulations currently in force in India, the transfer of shares between non–residents and residents are freely permitted (subject to compliance with sectoral norms and certain other restrictions), if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then a prior regulatory approval will be required. Further, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. However, certain sectors of the Indian economy are subject to FDI restrictions or require prior government approval. In the event we invest or propose to invest in such restricted sectors, we may be required to obtain approvals from relevant government authorities, including the RBI and concerned ministries. There can be no assurance that such approvals will be granted on terms acceptable to us, or at all. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no–objection or a tax clearance certificate from the Indian income tax authorities. We cannot assure you that any necessary approvals from the RBI or any other governmental agency can be obtained on any particular terms, or at all. In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner of the equity shares is situated in or is a citizen of a country which shares a land border with India, can only be made through the Government approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/purview, such subsequent change in the beneficial ownership will also require approval of the Government of India. These investment restrictions shall also apply to subscribers of offshore derivative instruments. We cannot assure investors that any required approval from the RBI or any other governmental agency can be obtained on any particular terms or conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 479. 68. Qualified Institutional Buyers and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after the submission of their Bid, and Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion are not permitted to withdraw their Bids after closure of the Bid/ Offer Closing Date. Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. While we are required to complete all necessary formalities for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed, including Allotment, within three Working Days from the Bid/ Offer Closing Date or such other period as may be prescribed by the SEBI, events affecting the investors’ decision to invest in the Equity Shares, including adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operations, cash flows or financial condition may arise between the date of submission of the Bid and Allotment. We may complete the Allotment of the Equity Shares even if such events occur, and such events may limit the Investors’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing. 69. Investors may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may suffer future dilution of their ownership position. Under the Companies Act, a company having share capital and incorporated in India must offer its holders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights have been waived by adoption of a special resolution by holders of three-fourths of the equity shares voting on such resolution. However, if the law of the jurisdiction the investors are in, does not permit them to exercise their pre- emptive rights without our Company filing an offer document or registration statement with the applicable authority in such jurisdiction, the investors will be unable to exercise their pre-emptive rights unless our Company makes such a filing. If we elect not to file a registration statement, the new securities may be issued to a custodian, who may sell the securities for the investor’s benefit. The value such custodian receives on the sale of such 76securities and the related transaction costs cannot be predicted. In addition, to the extent that the investors are unable to exercise pre-emptive rights granted in respect of the Equity Shares held by them, their proportional interest in our Company would be reduced and they may suffer future dilution of their ownership. 70. Our ability to raise foreign capital may be constrained by Indian law. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources and could constrain our ability to obtain financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any required regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on our business growth, results of operations, financial condition and cash flows. 71. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions. Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and wide-spread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as shareholder of our Company than as a shareholder of an entity in another jurisdiction. 72. Compliance with provisions of Foreign Account Tax Compliance Act may affect payments on the Equity Shares. The U.S. “Foreign Account Tax Compliance Act” (or “FATCA”) imposes a new reporting regime and potentially, imposes a 30% withholding tax on certain “foreign passthru payments” made by certain non-U.S. financial institutions (including intermediaries). If payments on the Equity Shares are made by such non-U.S. financial institutions (including intermediaries), this withholding may be imposed on such payments if made to any non-U.S. financial institution (including an intermediary) that is not otherwise exempt from FATCA or other holders who do not provide sufficient identifying information to the payer, to the extent such payments are considered “foreign passthru payments”. Under current guidance, the term “foreign passthru payment” is not defined and it is therefore not clear whether and to what extent payments on the Equity Shares would be considered “foreign passthru payments”. The United States has entered into intergovernmental agreements with many jurisdictions (including India) that modify the FATCA withholding regime described above. It is not yet clear how the intergovernmental agreements between the United States and these jurisdictions will address “foreign passthru payments” and whether such agreements will require us or other financial institutions to withhold or report on payments on the Equity Shares to the extent they are treated as “foreign passthru payments”. Prospective investors should consult their tax advisors regarding the consequences of FATCA, or any intergovernmental agreement or non-U.S. legislation implementing FATCA, to their investment in Equity Shares. 73. The requirements of being a publicly listed company may strain our resources. We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an unlisted company. We will be subject to the SEBI Listing Regulations, which will, among other things, require us to file audited annual and unaudited quarterly reports with respect to our business and financial condition. If we experience any delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine and accordingly report any changes in our results of operations as promptly as other listed companies. Further, as a publicly listed company, we will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management attention will be required. As a result, our management’s attention may be diverted from our business concerns, which may adversely affect our business, prospects, results of operations and financial condition. In addition, we may need to hire additional legal and accounting staff with appropriate experience and technical accounting knowledge, but we cannot assure you that we will be able to do so in a timely and efficient manner. 7774. There is no guarantee that our Equity Shares will be listed on the stock exchanges in a timely manner or at all. In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted until after certain actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to this Offer. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the BSE and NSE within such time as mandated under law, subject to any change in the prescribed timeline in this regard. However, we cannot assure you that the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity Shares. 75. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian law. There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the market price or would otherwise be beneficial to you. Such provisions may discourage or prevent certain types of transactions involving actual or threatened change in control of our Company. Under the Takeover Regulations in India, an acquirer has been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or acting in concert with others. Although these provisions have been formulated to ensure that interests of investors/shareholders are protected, these provisions may also discourage a third party from attempting to take control of our Company. Consequently, even if a potential takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or consummated because of the Takeover Regulations. 76. Investors may have difficulty enforcing foreign judgments against us or our management. Most of our Directors and executive officers are residents of India, and a substantial portion of our assets are located in India. As a result, it may be difficult for investors to effect service of process or enforce judgments obtained outside India against us or such persons. Recognition and enforcement of foreign judgments is provided for under Sections 13, 14 and 44A of the Code of Civil Procedure, 1908, as amended (the “Civil Procedure Code”). While India is not a party to the Convention on the Recognition and Enforcement of Foreign Judgments in Civil and Criminal matters, India has reciprocal recognition and enforcement of judgments in civil and commercial matters with a limited number of jurisdictions, such as the United Kingdom, the United Arab Emirates, Singapore, and Hong Kong. To be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements established in the Civil Procedure Code. India recognizes and enforces foreign judgments only from jurisdictions that are notified as reciprocating territories under the Civil Procedure Code, 1908, which does not currently include the United States. Judgments from non-reciprocating territories require the filing of a new suit in India, and their enforcement is subject to several procedural and substantive conditions under Indian law. Even if such a suit is successful, Indian courts may not award damages equivalent to those granted by foreign courts, particularly if considered excessive or contrary to Indian public policy. Enforcement may also require prior approval from the RBI to repatriate amounts recovered and could be subject to Indian taxation. Additionally, there may be delays or uncertainties in obtaining enforceable relief in Indian courts, making the recovery of any amounts under a foreign judgment uncertain and time-consuming. Consequently, it may not be possible to enforce in an Indian court any judgment obtained in a foreign court, or effect service of process outside of India, against Indian companies, entities, their directors and executive officers and any other parties resident in India. Additionally, there is no assurance that a suit brought in an Indian court in relation to a foreign judgment will be disposed of in a timely manner. 7877. A slowdown in economic growth in India and in other countries and jurisdictions, such as the United States and Europe could cause our business to suffer. The Indian financial markets and economy are influenced by market and economic conditions in other countries, including conditions in the United States, Europe, and certain emerging economies in Asia. Any worldwide financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and us. Furthermore, concerns relating to trade wars between large economies such as the United States of America and China may lead to increased risk aversion and volatility in global capital markets and consequently have an impact on the Indian economy. For instance, the recent surge in US and retaliatory tariffs in 2025, for example, has already led to slower global trade growth, delayed investment decisions, and increased uncertainty for businesses worldwide. Prolonged or escalating trade wars can significantly dampen global economic activity. 79SECTION III – INTRODUCTION THE OFFER The following table summarises details of the Offer: Offer(1)(2) The Offer comprises: Offer for Sale (2) Up to 18,085,246 Equity Shares of face value of ₹2 each, aggregating to ₹[●] million which includes: Employee Reservation Portion(6) Up to [●] Equity Shares of face value of ₹2 each, aggregating to ₹ [●] million Net Offer Up to [●] Equity Shares of face value of ₹2 each, aggregating to ₹ [●] million The Net Offer comprises of: A) QIB Portion(3)(5)(7) Not more than [●] Equity Shares bearing face value ₹2 each of which: 1. Anchor Investor Portion Up to [●] Equity Shares of face value of ₹2 each 2. Net QIB Portion available for allocation to QIBs Up to [●] Equity Shares of face value of ₹2 each other than Anchor Investors (assuming Anchor Investor Portion is fully subscribed) of which: 1. Available for allocation to Mutual Funds only (5% of [●] Equity Shares of face value of ₹2 each the Net QIB Portion) 2. Balance of QIB Portion for all QIBs, including [●] Equity Shares of face value of ₹2 each Mutual Funds B) Non-Institutional Portion (4)(7) Not less than [●] Equity Shares bearing face value ₹2 each of which: One-third is available for allocation to Bidders with an [●] Equity Shares of face value of ₹2 each application size more than ₹0.20 million and up to ₹1.00 million Two-third is available for allocation to Bidders with an [●] Equity Shares of face value of ₹2 each application size of more than ₹1.00 million C) Retail Portion(7) Not less than [●] Equity Shares of face value of ₹2 each Pre-Offer and Post-Offer Equity Shares Equity Shares outstanding prior to and after the Offer (as 57,282,100 Equity Shares bearing face value ₹2 each at the date of this Draft Red Herring Prospectus) Use of proceeds of the Offer Our Company will not receive any portion of the proceeds from the Offer. For further information, see “Objects of the Offer” on page 122 1. Our Board has authorised the Offer pursuant to a resolution passed at their meeting dated December 20, 2025. 2. Our Board has taken on record the consent of each of the Selling Shareholders to participate in the Offer for Sale pursuant to a resolution passed at their meeting dated December 20, 2025. Each Selling Shareholder, severally and not jointly, confirms that its/their respective portion of the Offered Shares are eligible for being offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders, severally and not jointly, has confirmed their participation of their respective portion of Offered Shares in the Offer for Sale. For details on authorisation of the Selling Shareholders in relation to their respective portion of the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 432. 3. Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors, which price shall be determined by the Company in consultation with the BRLMs. In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, of the Anchor Investor Portion, 40% shall be available for allocation as follows, (i) 33.33% shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual Funds, life insurance companies and pension funds at or above the Anchor Investor Allocation Price. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Offer Structure” and “Offer Procedure” on pages 452 and 457 respectively. 4. Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders of which one-third will be available for allocation to Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million and two-thirds will be available for allocation to Bidders with an application size of more than ₹1.00 million and under-subscription in either of these two sub-categories 80of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. The allocation to each Non-Institutional Investor shall not be less than the minimum application size, subject to availability of Equity Shares in the Non- Institutional Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. 5. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories, as applicable, at the discretion of our Company, in consultation with the Book Running Lead Managers and the Designated Stock Exchange, subject to applicable law. Under- subscription, if any, in the QIB Portion (excluding the Anchor Investor Portion) will not be allowed to be met with spill-over from other categories or a combination of categories. 6. Eligible Employees Bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹0.20 million (net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employees not exceeding ₹0.50 million (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion after allocation of up to ₹0.50 million (net of Employee Discount, if any), shall be added to the Net Offer. For further details, see “Offer Structure” and “Offer Procedure” on pages 452 and 457 respectively. 7. Allocation to QIB Bidders ( except Anchor Investor Portion) shall be made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. For further information, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 445, 452 and 457, respectively. 81SUMMARY FINANCIAL INFORMATION The summary financial information presented below have been derived from our Restated Consolidated Financial Statements and should be read in conjunction with “Restated Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 302 and 385, respectively. [The remainder of this page has been intentionally left blank] 82Summary of restated consolidated statement of assets and liabilities (in ₹ million) Particulars As at As at March 31, June 30, 2025 2025 2024 2023 A SSETS Non-Current Assets Property, Plant and Equipment 246.98 244.85 47.86 31.06 Right of Use Assets 89.78 90.68 85.77 32.93 Intangible Assets 1,596.90 1,651.92 1,838.82 107.36 Capital Work-In-Progress 50.92 7.21 - - Financial Assets -Investments 0.03 0.03 0.03 0.07 -Other Financial Assets 960.52 792.97 142.08 109.61 Other Non-Current Assets 18.27 17.98 1.05 9.79 T otal Non-Current Assets 2,963.41 2,805.64 2,115.61 290.82 Current assets Inventories 1,059.79 1,111.44 1,116.86 395.86 Financial Assets -Trade Receivables 1,675.58 2,103.12 936.43 411.60 -Cash and Bank Balances 382.51 1,009.71 856.74 247.38 -Other Bank Balances 161.92 9.52 299.99 149.62 -Loans 4.84 4.34 5.45 3.20 -Other Financial Assets 12.22 5.50 6.40 3.27 O ther Current Assets 265.96 214.29 409.34 209.26 T otal Current Assets 3,562.82 4,457.92 3,631.21 1,420.19 T otal Assets 6,526.23 7,263.56 5,746.82 1,711.01 E QUITY AND LIABILITIES Equity -Equity Share Capital 114.56 7.33 2.99 2.99 -Other Equity - attributable to owners of the Company 4,875.41 4,894.06 1,689.88 155.21 -Instruments entirely equity in nature - - 608.44 140.97 T otal Equity 4,989.97 4,901.39 2,301.31 299.17 Liabilities Non-Current liabilities -Financial Liabilities -Long Term Borrowings - - 152.72 27.18 -Long Term Lease Liabilities 90.94 87.83 83.75 30.68 -Deferred Tax Liabilities (net) 94.25 80.46 33.89 0.34 -Provisions 410.62 338.78 301.08 87.14 -Other Financial Liabilities - - - T otal Non-Current Liabilities 595.81 507.07 571.44 145.34 Current liabilities Financial Liabilities -Short Term Borrowings 596.09 781.35 810.86 383.01 -Short Term Lease Liabilities 8.34 11.33 7.03 4.46 -Trade Payables - Total outstanding dues of micro enterprises 27.67 22.74 29.59 80.56 and small enterprises - Total outstanding dues of creditors other 36.40 190.40 173.86 205.52 than micro and small enterprises -Other Financial Liabilities 0.90 0.90 1.50 2.79 Short Term Provisions 7.04 139.77 162.66 1.85 Deferred Income - - - 0.18 Other Current Liabilities 264.00 708.61 1,688.57 588.13 83Particulars As at As at March 31, June 30, 2025 2025 2024 2023 T otal Current Liabilities 940.45 1,855.10 2,874.07 1,266.50 T otal Liabilities 1,536.26 2,362.17 3,445.51 1,411.84 Total Equity and Liabilities 6,526.23 7,263.56 5,746.82 1,711.01 84Summary of restated consolidated statement of profit and loss (in ₹ million, unless otherwise stated) Particulars As at As at March 31, June 30, 2025 2024 2023 2025 Revenue from Operations 686.77 4,690.80 4,281.89 968.28 Other Income 20.11 53.10 37.07 20.29 T otal Income 706.87 4,743.90 4,318.96 988.57 Expenses Cost of Materials Consumed 190.96 2,153.09 2,132.75 707.87 Changes in Inventories of Finished Goods 155.78 (106.98) 66.55 (119.80) Employee Benefits Expenses 119.60 444.35 130.55 52.19 Finance Costs 21.47 177.42 76.81 73.89 Depreciation and Amortisation Expenses 71.42 265.91 133.95 15.91 Other expenses 70.74 809.67 828.80 225.79 T otal expenses 629.96 3,743.46 3,369.41 955.83 Profit / (Loss) before exceptional and extraordinary items 76.91 1,000.44 949.55 32.74 a nd tax E xceptional items - 7.76 4.05 19.07 R estated Profit before tax 76.91 992.68 945.50 13.67 Tax expense Current tax 8.80 218.50 211.50 2.27 MAT Credit - - 15.02 (1.98) D eferred tax 13.80 46.58 33.55 1.57 R estated Profit for the year, net of Tax 54.31 727.60 685.43 11.81 Other Comprehensive Income (i) Items that will not be reclassified to profit or loss -Remeasurement of the Gain /(Loss) of defined (0.03) (0.38) 1.37 (0.26) benefit plans (ii) Income tax relating to items that will not be reclassified to profit or loss - Tax relating to re-measurement of defined 0.01 0.10 (0.36) 0.07 benefit plans (iii) Items that will be reclassified to profit or loss - Exchange Difference on Translation of Foreign Reserves (0.51) 0.37 - - T otal Other Comprehensive Income (0.53) 0.08 1.01 (0.19) Total Comprehensive Income for the period 53.79 727.68 686.45 11.62 Basic earnings per share (face value of ₹ 2 each) (in ₹) 1.00 13.38 62.61 1.08 Diluted earnings per share (face value of ₹ 2 each) (in ₹) 0.95 12.70 13.63 0.30 85Summary of restated consolidated statement of cash flows (in ₹ million) Particulars As at As at March 31, June 30, 2025 2025 2024 2023 Cash flow from Operating Activities N et Profit Before Tax 76.91 992.68 945.50 13.67 Adjustments for: Depreciation and amortisation expense 71.42 265.91 133.95 15.91 Finance costs 6.40 125.61 53.96 64.40 Interest income (19.50) (41.30) (33.39) (16.20) Net loss on sale/discarding of property, plant - - - (0.04) and equipment Net loss on sale/discarding of Investment - - 0.05 - Transfer to/ (from) Share Options Outstanding 36.40 102.40 (7.30) - account Other comprehensive income for the (0.55) 0.08 1.01 (0.19) year/period, net of income tax Operating Profit before Working Capital 171.08 1,445.39 1,093.78 77.55 c hanges Adjustments for changes in Working Capital - (Increase)/decrease in other financial assets (167.55) (650.89) (32.47) (80.31) (non-current) - (Increase)/decrease in other non-current assets (0.30) (16.92) 0.24 (1.22) - (Increase)/decrease in inventories 51.65 5.42 (721.00) (253.14) - (Increase)/decrease in trade receivables 427.54 (1,166.69) (524.83) (236.32) - (Increase)/decrease in other current assets (51.59) 195.05 (215.10) (106.39) - (Increase)/decrease in other financial assets (6.72) 0.90 (3.13) 0.47 (current) - (Increase)/decrease in loans (0.50) 1.12 (2.26) - - Increase/(decrease) in trade payables (149.06) 9.69 (82.63) 264.28 - Increase/(decrease) in other financial liabilities - (0.60) (1.29) 0.19 - Increase/(decrease) in provisions (non-current) 71.84 37.70 213.94 61.35 - Increase/(decrease) in current provisions (68.30) 90.80 11.77 (0.03) - Increase/(decrease) in Deferred Income - - (0.18) 0.18 - Increase/(decrease) in other current liabilities (444.60) (979.97) 1,100.45 513.47 Cash generated from Operating Activities (166.51) (1,029.02) 837.29 240.08 - Income taxes paid (net) (73.23) (332.17) (53.95) (9.53) Net Cash from Operating Activities (A) = (239.74) (1,361.18) 783.34 230.55 i +ii+iii Cash flow from Investing Activities: Payments for purchase of property, plant and (12.62) (216.12) (26.85) (10.69) equipment Payments for purchase of intangible assets and (44.92) (50.63) (1,845.86) (109.98) capital work in progress Payments for purchase of Right of use of assets (3.88) (21.44) (62.34) - Payments for purchase of investments - - - (0.05) Proceeds from sale of property, plant and - - - 0.05 equipment Interest received 19.50 41.30 33.39 16.20 Net Cash from / (used in) Investing Activities (41.92) (246.89) (1,901.66) (104.47) ( B) Cash flow from Financing Activities: Proceeds / (repayment) from short term (27.37) (29.50) 427.84 6.55 borrowings Proceeds / (Repayment) of long-term borrowings (157.89) (152.72) 125.54 (19.58) Principal repayment of lease liabilities 0.12 8.39 55.64 (4.37) Finance cost paid (6.40) (125.61) (53.96) (64.40) 86Particulars As at As at March 31, June 30, 2025 2025 2024 2023 Issue of Equity shares - 1,750.00 - - Issue of Cumulative Preference Shares - 20.01 1,322.99 0.00 Buyback of Equity shares (1.61) - - (0.60) Net Cash from / (used in) Financing Activities (193.15) 1,470.57 1,878.06 (82.40) ( C) Net Increase/(Decrease) in cash & cash (474.81) (137.50) 759.73 43.69 e quivalents (A+B+C) Cash and cash equivalents at the beginning of 1,019.23 1,156.73 397.00 353.31 t he year/period Cash and cash equivalents at the end of the 544.42 1,019.23 1,156.73 397.00 year/period 87GENERAL INFORMATION Registered Office No.3 Chikkayellappa Tower-II 1st C Main, Sarjapur Main Road Jakkasandra Extension, Chikkayellappa Industrial Layout Bengaluru 560 034 Karnataka, India For details relating to changes in the Registered Office of our Company, see “History and Certain Corporate Matters - Changes in the Registered Office of our Company” on page 271. Corporate Office No. 235, 18th Main 6th Block, Koramangala Bengaluru Urban Bengaluru 500 095 Karnataka, India Corporate identity number and registration number Corporate Identity Number: U74140KA2003PLC033043 Registration Number: 033043 Address of the RoC Our Company is registered with the RoC which is situated at the following address: Registrar of Companies, Karnataka at Bengaluru ‘E’ Wing, 2nd Floor, Kendriya Sadana Koramangala Bengaluru 560 034 Karnataka, India Board of Directors Our Board comprises the following Directors, as on the date of filing of this Draft Red Herring Prospectus: Name Designation DIN Address Sonal Shrivastava Chairperson and 06497446 D302, Oberoi Splendor, JVLR, Opposite Majas Bus Independent Director Depot, Jogeshwari East, Mumbai 400 060, Maharashtra, India Arvind Kondangi Managing Director and 02261469 235, 18th Main 6th Block, Koramangala Club, Lakshmikumar Chief Executive Officer Koramangala, Bangalore South, Bengaluru 560 095, Karnataka, India Ankit Kumar Executive Director and 02953852 #124, Concorde Cuppertino, Neeladri Road, Opp Chief Business and Wipro Gate No.16, Electronic City Phase 1, Revenue Officer Bangalore South, Electronics City, Bengaluru 560 100, Karnataka, India Cecilia D’Souza Executive Director and 06380429 #48 Marcelle Ville, Netaji Road, Near Coles Park, Chief Commercial Bangalore North, Bengaluru 560 005, Karnataka, Officer India Amit Dilip Shah Nominee Director* 00994870 13818, La Paloma Road, Los Altos Hills, CA 94022, California, United States Sai Ram Edara Nominee Director# 00538026 2-2-647/284/A, Dwarakamayee Flat no. 2A, C E Colony, Bagh Amberpet, Opp Ayappa Temple, Hyderabad 500 013, Telangana, India Mathew Cyriac Nominee Director^ 01903606 Flat No. 1908, The Imperial, B B Nakashe Marg, AC Market Tardeo, Tulsiwadi, Mumbai 400 034, Maharashtra, India 88Name Designation DIN Address Rishikesha Independent Director 00064067 G- 501, Nagarjuna Green Ridge Apartment, 80 Feet Thiruvenkata Road, 27th Cross, 19th Main Road, HSR Layout, Krishnan Sector 2, Bangalore 560 102, Karnataka, India Lakshminarayana R Independent Director 06365409 #68/1, Rainbow Drive Sarjapur Road, Kollengode Doddakannelli, Chikkabellandur, Carmelaram, South Bangalore, Bangalore 560 035, Karnataka India *Appointed as a Nominee Director of CEAQ Singapore. #Appointed as a Nominee Director of HBL Engineering Limited. ^Appointed as a Nominee Director of Florintree Flowtech LLP. For brief profiles and further details in relation to our Board, see “Our Management” on page 280. Company Secretary and Compliance Officer Ankita Agarwalla No.3 Chikkayellappa Tower-II 1st C Main, Sarjapur Main Road Jakkasandra Extension, Chikkayellappa Industrial Layout Bengaluru 560 034 Karnataka, India Tel: +91 80 41 999 555 E-mail: compliance@tonboimaging.com Investor grievances Investors may contact our Company Secretary and Compliance Officer, the Book Running Lead Managers or the Registrar to the Offer in case of any pre-Offer or post-Offer related grievances, such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non- receipt of refund orders or non-receipt of funds by electronic mode, etc. For all Offer-related queries and for redressal of complaints, investors may also write to the Book Running Lead Managers. All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary(ies) where the Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than the UPI Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI ID, in case of UPI Bidders. Further, the Bidder shall also enclose the Acknowledgment Slip or provide the application number received from the Designated Intermediary in addition to the document or information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the Book Running Lead Managers where the Anchor Investor Application Form was submitted by the Anchor Investor. Book Running Lead Managers JM Financial Limited IIFL Capital Services Limited (formerly known as 7th Floor, Cnergy IIFL Securities Limited) Appasaheb Marathe Marg 24th Floor, One Lodha Place Prabhadevi SenSenapati Bapat Marg Mumbai 400 025 Lower Parel (West) Maharashtra, India Mumbai 400 013 89Tel: + 91 22 6630 3030 Maharashtra, India E-mail: tonbo.ipo@jmfl.com Tel: +91 22 4646 4728 Website: www.jmfl.com Email: tonbo.ipo@iiflcap.com Investor grievance e-mail: grievance.ibd@jmfl.com Investor grievance email: ig.ib@iiflcap.com Contact person: Prachee Dhuri Website: www.iiflcapital.com SEBI registration no.: INM000010361 SEBI registration number: INM000010940 Statement of inter-se allocation of responsibilities among the Book Running Lead Managers The responsibilities and co-ordination by the Book Running Lead Managers for various activities in this Offer are as follows: S.No Activity Responsibility Co-ordinator 1. Due diligence of the Company including its BRLMs JM Financial operations/management/business plans/legal etc. Drafting and Limited design of the Draft Red Herring Prospectus, Red Herring Prospectus, and Prospectus. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including finalisation of RHP, Prospectus and RoC filing. Capital structuring with the relative components and formalities such as type of instruments, allocation between primary and secondary, etc. 2. Drafting and approval of statutory advertisements including audio BRLMs JM Financial video presentation. Limited 3. Drafting and approval of all publicity material other than statutory BRLMs IIFL Capital advertisement as mentioned above including corporate advertising, Services Limited brochure, abridged prospectus, application forms etc. and filing of media compliance report. 4. Appointment of Registrar, Advertising agency and printer to the BRLMs JM Financial Offer including coordinating all agreements to be entered with such Limited parties. 5. Appointment of all other intermediaries (e.g. Monitoring Agency, BRLMs IIFL Capital Banker(s) to the Issue and Sponsor Banker to the Issue etc.) Services Limited including coordinating all agreements to be entered with such parties. 6. Preparation of road show presentation and frequently asked BRLMs IIFL Capital questions. Services Limited 7. International Institutional Marketing of the Issue, which will BRLMs IIFL Capital cover, inter alia: Services Limited • Marketing strategy; • Finalising the list and division of international investors for one-to-one meetings; and • Finalizing road show and investor meeting schedules. 8. Domestic Institutional Marketing of the Issue, which will cover, BRLMs JM Financial inter alia: Limited • Finalising the list and division of domestic investors for one- to-one meetings; and • Finalizing domestic road show schedules and investor meeting schedules. 9. Non-institutional marketing of the Offer, which will cover, inter- BRLMs IIFL Capital alia: Services Limited • Finalising media, marketing, public relations strategy; and • Formulating strategies for marketing to Non – Institutional Investors. 10. Retail Marketing of the Issue, which will cover, inter alia, BRLMs JM Financial • Formulating marketing strategies, preparation of publicity Limited budget; • Finalizing Media and PR strategy; • Finalizing centres for holding conferences for brokers, etc.; • Finalizing collection centres; and • Follow-up on distribution of publicity and Issue material including application form, prospectus and deciding on the quantum of the Issue material. 90S.No Activity Responsibility Co-ordinator 11. Coordination with Stock Exchanges for book building software, BRLMs IIFL Capital bidding terminals, mock trading. Services Limited 12. Preparation of CAN for Anchor Investors, Managing Anchor BRLMs IIFL Capital book related activities and submission of letters to regulators post Services Limited completion of anchor allocation. 13. Managing the book and finalization of pricing in consultation with BRLMs JM Financial the Company. Limited 14. Post-Offer activities, which shall involve essential follow-up with BRLMs IIFL Capital Bankers to the Issue and SCSBs to get quick estimates of collection Services Limited and advising Company about the closure of the Issue, based on correct figures, finalisation of the basis of allotment or weeding out of multiple applications, unblocking of application monies, listing of instruments, dispatch of certificates or demat credit and refunds, payment of applicable Securities Transaction Tax on behalf of the Promoter Selling Shareholders and coordination with various agencies connected with the post-Offer activity such as Registrar to the Issue, Bankers to the Issue, Sponsor Banks, SCSBs including responsibility for underwriting arrangements, as applicable. Coordinating with Stock Exchanges and SEBI for submission of all post-Issue reports including the initial and final post-Issue report to SEBI. Syndicate Members [●] Legal Counsel to our Company as to Indian law Shardul Amarchand Mangaldas & Co 24th Floor, Express Towers Nariman Point Mumbai 400 021 Maharashtra, India Email: cm.partners@amsshardul.com Tel: + 91 22 4933 5555 Statutory Auditor of our Company Kalyanasundaram & Associates #36, Ground Floor, 5th Cross, 6th Main KSRTC (E) Layout, JP Nagar – 2nd Phase Bengaluru 560 078 Karnataka, India Email: kmranjith@ksaca.com Tel: +91 97 4038 2534 Firm registration number: 005455S Peer review number: 020879 Changes in the auditors There has been no change in the Statutory Auditors of our Company in the last three years preceding the date of this Draft Red Herring Prospectus. 91Registrar to the Offer KFin Technologies Limited Selenium Tower B, Plot No. 31 and 32 Financial District, Nanakramguda Serilingampally, Hyderabad Rangareddi 500 032 Telangana, India Telephone: + 91 40 6716 2222/1800 309 4001 E-mail: tonbo.ipo@kfintech.com Investor grievance e-mail: einward.ris@kfintech.com Website: www.kfintech.com Contact person: M. Murali Krishna SEBI registration no.: INR000000221 Bankers to the Offer Escrow Collection Bank(s) [●] Public Offer Account Bank(s) [●] Refund Bank(s) [●] Sponsor Bank(s) [●] Bankers to our Company HDFC Bank Limited BBG Department, 4th Floor Rashtrotthana Bhavan Municipal No. 03/01, Ward No. 77 Nrupathunga Road Bangalore 560 001 Karnataka, India Tel: 9439881451 Contact person: Piyush Nayak E-mail: Piyush.nayak@hdfcbank.com Website: www.hdfcbank.com Axis Bank Limited Level 3, Nitesh Timesquare MG Road Bangalore 560 001 Karnataka, India Tel: 080 68047325 Contact person: B. Sreenivasa Babu E-mail: CBBBangalore.Branchhead@axisbank.com 92Website: www.axisbank.com Designated Intermediaries Self-Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than UPI Bidders), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as may be prescribed by SEBI from time to time. Syndicate SCSB Branches In relation to Bids (other than Bids by Anchor Investors and UPI Bidders) submitted under the ASBA process to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time or any other website as may be prescribed by SEBI from time to time or such other website as may be prescribed by SEBI from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI Mechanism is provided as ‘Annexure A’ for the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and Is also available on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for SCSBs and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for mobile applications or at such other websites as may be prescribed by SEBI from time to time. Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism In accordance with the SEBI circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and the SEBI ICDR Master Circular, UPI Bidders may only apply through the SCSBs and mobile applications whose names appear on the website of the SEBI which may be updated from time to time. A list of SCSBs and mobile applications, using the UPI handles and which are live for applying in public issues using UPI mechanism is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, respectively, as updated from time to time and at such other websites as may be prescribed by SEBI from time to time. Registered Brokers Bidders can submit ASBA Forms in the Offer using the stockbroker network of the Stock Exchanges, i.e., through the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms, including details such as postal address, telephone number and e-mail address, is provided on the websites of the respective Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time. Registrar and Share Transfer Agents The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/products- services/initial-public-offerings-asba-procedures respectively, as updated from time to time. Collecting Depository Participants The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as their name and contact details, is provided on the websites of the Stock Exchanges at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/products- services/initial-public-offerings-asba-procedures respectively, as updated from time to time. 93Experts to the Offer Except as stated below, our Company has not obtained any expert opinions: Our Company has received written consent dated December 22, 2025 from our Statutory Auditors, Kalyanasundaram & Associates, Chartered Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013 read with the SEBI ICDR Regulations in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity our Statutory Auditor, and in respect of (i) their examination report dated December 22, 2025 on our Restated Consolidated Financial Statements; (ii) their report dated December 21, 2025 on the statement of special tax benefits available to our Company; and (iii) other certificates included or otherwise referred to in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Monitoring agency As the Offer is an offer for sale of Equity Shares by the Selling Shareholders, our Company is not required to appoint a monitoring agency in relation to the Offer. Credit rating As the Offer is an offer for sale of Equity Shares, credit rating is not required for the Offer. IPO grading No credit agency registered with SEBI is required to be appointed in respect of obtaining grading for the Offer. Debenture trustees As the Offer is an offer for sale of Equity Shares, no debenture trustee has been appointed for the Offer. Green shoe option No green shoe option is contemplated under the Offer. Appraising entity As the Offer is an offer for sale of Equity Shares by the Selling Shareholders, our Company will not receive any proceeds from the Offer. Accordingly, no appraising entity has been appointed for the Offer. Filing of this Draft Red Herring Prospectus A copy of this Draft Red Herring Prospectus will be filed electronically with SEBI through the SEBI intermediary portal at https://siportal.sebi.gov.in, in accordance with Regulation 25(8) of the SEBI ICDR Regulations and the SEBI ICDR Master Circular and at cfddil@sebi.gov.in , in accordance with the instructions issued by SEBI on March 27, 2020, in relation to “Easing of Operational Procedure – Division of Issues and Listing - CFD” and will also be filed with SEBI at the following address: Securities and Exchange Board of India Corporation Finance Department Division of Issues and Listing SEBI Bhavan, Plot No. C4 A, ‘G’ Block Bandra Kurla Complex, Bandra (East) Mumbai 400 051 Maharashtra, India Filing of the Red Herring Prospectus and the Prospectus A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32 of the Companies Act, 2013, would be filed with the RoC and a copy of the Prospectus as required to be filed under Section 26 of the Companies Act, 2013, would be filed with the RoC at its office and through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. For details of the address of the RoC, see “- Address of the RoC” on page 88. 94Book Building Process The Book Building Process, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and minimum Bid Lot will be decided by our Company and the Book Running Lead Managers, and will be advertised in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Kannada daily newspaper, Kannada being the regional language of Karnataka, where our Registered Office is located), at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges for the purposes of uploading on their respective websites. Pursuant to the Book Building Process, the Offer Price shall be determined by our Company, in consultation with the Book Running Lead Managers after the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. For further details, see “Offer Procedure” on page 457. All Bidders, other than Anchor Investors, shall mandatorily participate in the Offer through the ASBA process by providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or in the case of UPI Bidders, by using the UPI Mechanism. UPI Bidders shall participate through the ASBA process either by (i) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (ii) using the UPI Mechanism. Anchor Investors are not permitted to participate in the Offer through the ASBA process. In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Investors and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until Bid/Offer Closing Date. Non-Institutional Investors with an application size of up to ₹ 0.50 million shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the ASBA process. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. One-third of the Non- Institutional Portion shall be reserved for Bidders with application size of more than ₹0.20 million and up to ₹1.00 million, two-thirds of the Non-Institutional Portion shall be reserved for Bidders with an application size of more than ₹1.00 million and the unsubscribed portion in either of such sub-categories may be allocated to Bidders in the other sub-category of Non-Institutional Investors. The allocation of Equity Shares to each Non-Institutional Investors shall not be less than the minimum application size (i.e., ₹0.20 million), subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis, while allocation to Anchor Investors will be on a discretionary basis. For further details on the method and procedure for Bidding and the Book Building Process, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 445, 452 and 457 respectively. The Book Building Process and the Bidding process are subject to change from time to time, and the Bidders are advised to make their own judgment about investment through the aforesaid processes prior to submitting a Bid in the Offer. Bidders should note that the Offer is also subject to (i) filing of the Prospectus by our Company with the RoC; and (ii) our Company obtaining final listing and trading approvals from the Stock Exchanges, which our Company shall apply for after Allotment as per the prescribed timelines in compliance with the SEBI ICDR Regulations. Underwriting Agreement After the determination of the Offer Price and allocation of Equity Shares of face value ₹2 each, but prior to the filing of the Prospectus with the RoC, our Company and the Selling Shareholders will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten by each Underwriter shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing, as specified therein. The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: 95(This portion has been intentionally left blank and will be completed before filing of the Prospectus with the RoC.) Name, address, telephone number and e-mail Indicative number of Amount underwritten address of the Underwriters Equity Shares of face value (in ₹ million) ₹2 each to be Underwritten [●] [●] [●] The abovementioned amounts are provided for indicative purposes only and would be finalised after the pricing and actual allocation and subject to the provisions of Regulation 40(3) of the SEBI ICDR Regulations. In the opinion of our Board (based on representations made to our Company by the Underwriters), the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered as merchant bankers with SEBI or registered as brokers with the Stock Exchange(s). Our Board/IPO Committee, at its meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them in accordance with the Underwriting Agreement. The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus and will be executed after determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus, with the RoC. 96CAPITAL STRUCTURE The share capital of our Company, as on the date of this Draft Red Herring Prospectus, is set forth below: (in ₹, except share data) S. Particulars Aggregate nominal Aggregate value No. value at Offer Price* A) AUTHORISED SHARE CAPITAL(1) 1. 57,48 7,500 Equity Shares of face value of ₹2 each 114,975,000.00 - 2. 125,0 00 preference shares of face value of ₹10 each; 1,250,000.00 3. 160,0 00 preference shares of face value ₹ 913 each; 146,080,000.00 4. 200,0 00 preference shares of face value ₹ 100 each; 20,000,000.00 5. 45,00 0 preference shares of face value ₹ 10,171 each 457,695,000.00 Total 740,000,000.00 B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER 517. ,28 2,100 Equity Shares of face value of ₹2 each 114,564,200.00 - Total 114,564,200.00 C) PRESENT OFFER(2) 1. Offer for Sale of 18,085,246 Equity Shares of face value of ₹2 each 36,170,492 [●] aggregating up to ₹ [●] million by the Selling Shareholders(2) 2. The Offer includes: 3. Employee Reservation Portion of up to [●] Equity Shares of face value of [●] [●] ₹2 each(3) Net Offer of [●] Equity Shares of face value of ₹2 each [●] [●] E) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER* 517. ,28 2,100 Equity Shares of face value of ₹2 each 114,564,200.00 - F) SECURITIES PREMIUM ACCOUNT B1e. for e the Offer 3,142,815,353.00 After the Offer* *To be updated upon finalisation of the Offer Price and subject to finalisation of Basis of Allotment. 1. For details in relation to the changes in the authorised share capital of our Company since incorporation, see, ‘History and Certain Corporate Matters – Amendments to the Memorandum of Association in the last 10 years’ on page 272. 2. Our Board has taken on record the consent of each of the Selling Shareholders to participate in the Offer for Sale pursuant to a resolution passed at their meeting dated December 20, 2025. Each Selling Shareholder, severally and not jointly, confirms that its/his/her respective portion of the Offered Shares are eligible for being offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders, severally and not jointly, has confirmed their participation of their respective portion of Offered Shares in the Offer for Sale. For details on authorisation of the Selling Shareholders in relation to their respective portion of the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 432. 3. Eligible Employees Bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹0.20 million (net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employees not exceeding ₹0.50 million (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion after allocation of up to ₹0.50 million (net of Employee Discount, if any), shall be added to the Net Offer. For further details, see “Offer Structure” and “Offer Procedure” on pages 452 and 457 respectively. 97Notes to capital structure Equity Share capital history of our Company The following table sets forth the history of the Equity Share capital of our Company: Date of allotment Nature of Name(s) of allottee(s) and Number of Cumulative Face Issue price per Cumulative paid-up Nature of allotment details of Equity number of value Equity Share equity share capital consideration equity shares Shares Equity Shares per (₹) (₹) allotted allotted Equity Share (₹) January 7, 2004# Initial subscription 9,999 equity shares were allotted 10,000 10,000 10.00 10.00 100,000.00 Cash to the to William J. Burke and 1 equity Memorandum of shares were allotted to James S. Association Crofton July 11, 2008 Bonus issue in the 62,100 equity shares were 90,000 100,000 10.00 N.A. 1,000,000.00 N.A. ratio of 9:1 allotted to Magistri Inc. and 27,900 equity shares were allotted to Sarnoff Corporation March 26, 2009 Further issue 41,420 equity shares were 41,420 141,420 10.00 10.00 1,414,200.00 Cash allotted to Serial Innovations Employee Stock Option Trust (represented by its trustees, Timothy Guy Mitchell, Stephen Mathias and Cecilia D’Souza) November 8, Further issue 200,000 equity shares were 200,000 341,420 10.00 10.00 3,414,200.00 Cash 2010 allotted to Serial Innovations Employee Stock Option Trust (represented by its trustees, Timothy Guy Mitchell, Stephen Mathias and Cecilia D’Souza) June 6, 2011 Further issue 492 equity shares were allotted to 5,690 347,110 10.00 183.00 3,471,100.00 Cash Ajit Kumar Surana (HUF), 110 equity shares were allotted to Akshay Chudasama, 218 equity shares were allotted to Alok Agarwal, 110 equity shares were allotted to Amar Deb, 492 equity shares were allotted to Anand Ladsariya, 110 equity shares were allotted to Ashok Kumar Tibrewala, 273 equity shares 98Date of allotment Nature of Name(s) of allottee(s) and Number of Cumulative Face Issue price per Cumulative paid-up Nature of allotment details of Equity number of value Equity Share equity share capital consideration equity shares Shares Equity Shares per (₹) (₹) allotted allotted Equity Share (₹) were allotted to Aurum Ventures Private Limited, 110 equity shares were allotted to Capt. Darryl Pais, 110 equity shares were allotted to Cheryl Lawrence, 110 equity shares were allotted to Gautam Sheth, 110 equity shares were allotted to Gautam Shewakramani, 218 equity shares were allotted to Harshad Lahoti, 218 equity shares were allotted to Hemant Kanakia, 110 equity shares were allotted to Karan Maheswari, 300 equity shares were allotted to N Gautam, 218 equity shares were allotted to Nitin Agarwal (HUF), 164 equity shares were allotted to Parthiv Kilachand, 110 equity shares were allotted to Bhuvantray Investments and Trading Company Private Limited, 246 equity shares were allotted to Mecheri Smart Capital Private Limited, 27 equity shares were allotted to Anil Joshi, 110 equity shares were allotted to Praveen Gupta, 110 equity shares were allotted to Rafique Malik, 300 equity shares were allotted to Rajendra Sah, 82 equity shares were allotted to RRA Media and Entertainment Private Limited, 110 equity shares were allotted to Avnish Bajaj, 218 equity shares were allotted to Rajiv Dadlani, 110 equity shares were allotted to 99Date of allotment Nature of Name(s) of allottee(s) and Number of Cumulative Face Issue price per Cumulative paid-up Nature of allotment details of Equity number of value Equity Share equity share capital consideration equity shares Shares Equity Shares per (₹) (₹) allotted allotted Equity Share (₹) Aargus Endeavours LLP, 110 equity shares were allotted to Sanjay Kamlani, 110 equity shares were allotted to Sanjay Nath, 273 equity shares were allotted to Sasha Mirchandani, 110 equity shares were allotted to Vikas Choudhury, 55 equity shares were allotted to Ramesh Shah and 136 equity shares were allotted to Tiruvidaimarudhur Srivatsan Sivashankar February 14, 2013 Conversion into 4,918 equity shares were allotted 11,804 358,914 10.00 N.A.% 3,589,140.00 N.A. equity shares to Anand Ladsariya, 2,186 equity shares were allotted to M/s Excelman Ventures LLP, 4,154 equity shares were allotted to Nitin Agarwal (HUF) and 546 equity shares were allotted to Vikas Choudhury March 27, 2023 Buyback of equity Serial Innovations Employee (60,000) 298,914 10.00 10.00 2,989,140.00 Cash shares Stock Option Trust March 27, 2025 Private placement 29,600 equity shares were 70,000 368,914 10.00 25,000.00 3,689,140.00 Cash allotted to Florintree Flowtech LLP, 24,000 equity shares were allotted to Yali Deeptech Fund I, 6,400 equity shares were allotted to Tenacity Ventures Fund – I, 4,000 equity shares were allotted to Export-Import Bank of India, 394 equity shares were allotted to Artiman Ventures Select 2014 L.P., 6 equity shares were allotted to Artiman Ventures Select 2014 Principals Fund L.P., 560 equity shares were allotted to Amit Dilip Shah*, 640 equity shares were 100Date of allotment Nature of Name(s) of allottee(s) and Number of Cumulative Face Issue price per Cumulative paid-up Nature of allotment details of Equity number of value Equity Share equity share capital consideration equity shares Shares Equity Shares per (₹) (₹) allotted allotted Equity Share (₹) allotted to Pranav Parikh, 3,200 equity shares were allotted to Vinimaya Advisory LLP, 400 equity shares were allotted to Paramjit Singh and 800 equity shares were allotted to Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar@ March 27, 2025 Conversion into 96,173 equity shares were 364,358 733,272 10.00 N.A.^ 7,332,720.00 N.A. equity shares allotted to CEAQ India, 153,350 equity shares were allotted to CEAQ Singapore, 1,103 equity shares were allotted to Blacksoil India Credit Fund, 1,103 equity shares were allotted to Blacksoil Capital Private Limited, 81,630 equity shares were allotted to HBL Engineering Limited, 3,947 equity shares were allotted to Artiman Partners LLC, 1,388 equity shares were allotted to Artiman Ventures Select 2014 L.P., 22 equity shares were allotted to Artiman Ventures Select 2014 Principals Fund L.P., 1,692 equity shares were allotted to Amit Dilip Shah*, 2,039 equity shares were allotted to Ramesh Radhakrishnan, 6,454 equity shares were allotted to Meghaa Karnani$, 8,153 equity shares were allotted to SSV Advisory Services LLP, 3,397 equity shares were allotted to Vinimaya Advisory LLP, 1,699 equity shares were allotted to 101Date of allotment Nature of Name(s) of allottee(s) and Number of Cumulative Face Issue price per Cumulative paid-up Nature of allotment details of Equity number of value Equity Share equity share capital consideration equity shares Shares Equity Shares per (₹) (₹) allotted allotted Equity Share (₹) Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar@, 1,019 equity shares were allotted to Neville Manuel Fernandes and Mellita Fernandes, 510 equity shares were allotted to Nitin Agarwal (HUF), 510 equity shares were allotted to Anand Ladsariya and 169 equity shares were allotted to Shereen Bhan. June 26, 2025 Buyback of equity Serial Innovations Employee (160,451) 572,821 10.00 10.00 5,728,210.00 Cash shares Stock Option Trust June 30, 2025 Bonus issue in the 79,306 equity shares were 10,883,599 11,456,420 10.00 N.A. 114,564,200.00 N.A. ratio of 19:1 allotted to Timothy Guy Mitchell, 550,829 equity shares were allotted to Serial Innovations Employee Stock Option Trust, 943,996 equity shares were allotted to Arvind Kondangi Lakshmikumar, 1,931,255 equity shares were allotted to CEAQ India, 576,973 equity shares were allotted to Ankit Kumar, 375,725 equity shares were allotted to Cecilia D’Souza, 2,913,650 equity shares were allotted to CEAQ Singapore, 20,957 equity shares were allotted to Blacksoil India Credit Fund, 20,957 equity shares were allotted to Blacksoil Capital Private Limited, 1,550,970 equity shares were allotted to HBL Engineering Limited, 74,993 equity shares were allotted to Artiman Partners LLC, 33,858 equity shares were 102Date of allotment Nature of Name(s) of allottee(s) and Number of Cumulative Face Issue price per Cumulative paid-up Nature of allotment details of Equity number of value Equity Share equity share capital consideration equity shares Shares Equity Shares per (₹) (₹) allotted allotted Equity Share (₹) allotted to Artiman Ventures Select 2014 L.P., 532 equity shares were allotted to Artiman Ventures Select 2014 Principals Fund L.P, 42,788 equity share were allotted to Amit Dilip Shah*, 38,741 equity shares were allotted to Ramesh Radhakrishnan, 122,626 equity shares were allotted to Meghaa Karnani$, 154,907 equity shares were allotted to SSV Advisory Services LLP, 125,343 equity shares were allotted to Vinimaya Advisory LLP, 47,481 equity shares were allotted to Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar@, 19,361 equity shares were allotted to Neville Manuel Fernandes and Mellita Fernandes, 9,690 equity shares were allotted to Nitin Agarwal (HUF), 9,690 equity shares were allotted to Anand Ladsariya, 3,211 equity shares were allotted to Shereen Bhan, 562,400 equity shares were allotted to Florintree Flowtech LLP, 456,000 equity shares were allotted to Yali Deeptech Fund I, 121,600 equity shares were allotted to Tenacity Ventures Fund I, 76,000 equity shares were allotted to Export – Import Bank of India, 12,160 equity shares were allotted to Pranav Parikh and 7,600 equity 103Date of allotment Nature of Name(s) of allottee(s) and Number of Cumulative Face Issue price per Cumulative paid-up Nature of allotment details of Equity number of value Equity Share equity share capital consideration equity shares Shares Equity Shares per (₹) (₹) allotted allotted Equity Share (₹) shares were allotted to Paramjit Singh Pursuant to resolutions passed by our Board and our Shareholders in the meetings each held on September 16, 2025, our Company has sub-divided its equity shares, such that 11,456,420 equity shares of face value of ₹10.00 each aggregating to ₹114,564,200 were sub-divided as 57,282,100 Equity Shares of face value of ₹2 each aggregating to ₹114,564,200. # The subscription was pursuant to our Memorandum of Association dated December 17, 2003. However, our Company was incorporated on December 18, 2003 and the allotment of the equity shares was approved by way of a resolution dated January 7, 2004. *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. $Meghaa Karnani is the registered owner and Palita Associates is the beneficial owner of the Equity Shares. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. %Allotted pursuant to conversion of 11,804 Series A CCPS into equity shares in the ratio of 1:1 in accordance with terms of conversion agreements dated December 28, 2012 entered between our Company and each of Anand Ladsariya, Harshad Ajit Lahoti, Nitin Agarwal (HUF) and Vikas Choudhary. The consideration for such equity shares (issued pursuant to conversion of the preference shares) was paid at the time of issuance of such preference shares. ^ Allotted pursuant to conversion of (a) 96,173 Series A CCPS into 96,173 equity shares in the ratio of 1:1; (b) 153,350 Series B CCPS into 153,350 equity shares in the ratio of 1:1; (c) 3,044 Series B1 CCPS into 2,206 equity shares in the ratio of 1:0.7244; (d) 112,156 Series C CCPS into 81,630 equity shares in the ratio of 1:0.7278 and (e) 44,858 Series C1 CCPS into 30,999 equity shares in the ratio of 1:0.6911 in accordance with the terms of the Shareholders’ Agreement. The consideration for such equity shares (issued pursuant to conversion of the preference shares) was paid at the time of issuance of such preference shares. 104Preference Share capital of our Company As on the date of this DRHP, our Company does not have any outstanding Preference Shares. Issue of shares pursuant to Sections 230 to 234 of the Companies Act, 2013 or Sections 391 to 394 of the Companies Act, 1956 Our Company has not issued any shares pursuant to Sections 230 to 234 of the Companies Act, 2013 or Sections 391 to 394 of the Companies Act, 1956. Shares issued for consideration other than cash or pursuant to bonus issue Except as disclosed below, our Company has not issued any shares for consideration other than cash or by way of bonus issue since its incorporation: Date of Nature of Name(s) of Number of Face Issue Nature of Benefits allotment allotment allottee(s) equity value price consideration accrued shares per per allotted equity equity share share (₹) (₹) July 11, Bonus 62,100 equity 90,000 10.00 N.A. N.A. N.A. 2008 issue in the shares were ratio of 9:1 allotted to Magistri Inc. and 27,900 equity shares were allotted to Sarnoff Corporation June 30, Bonus 79,306 equity 10,883,599 10.00 N.A N.A. N.A. 2025 issue in the shares were ratio of allotted to Timothy 19:1 Guy Mitchell, 550,829 equity shares were allotted to Serial Innovations Employee Stock Option Trust, 943,996 equity shares were allotted to Arvind Kondangi Lakshmikumar, 1,931,255 equity shares were allotted to CEAQ India, 576,973 equity shares were allotted to Ankit Kumar, 375,725 equity shares were allotted to Cecilia D’Souza, 2,913,650 equity shares were allotted to CEAQ Singapore, 20,957 equity shares were allotted to Blacksoil India Credit Fund, 20,957 equity shares were allotted to Blacksoil Capital Private Limited, 105Date of Nature of Name(s) of Number of Face Issue Nature of Benefits allotment allotment allottee(s) equity value price consideration accrued shares per per allotted equity equity share share (₹) (₹) 1,550,970 equity shares were allotted to HBL Engineering Limited, 74,993 equity shares were allotted to Artiman Partners LLC, 33,858 equity shares were allotted to Artiman Ventures Select 2014 L.P., 532 equity shares were allotted to Artiman Ventures Select 2014 Principals Fund L.P, 42,788 equity share were allotted to Amit Dilip Shah*, 38,741 equity shares were allotted to Ramesh Radhakrishnan, 122,626 equity shares were allotted to Meghaa Karnani$, 154,907 equity shares were allotted to SSV Advisory Services LLP, 125,343 equity shares were allotted to Vinimaya Advisory LLP, 47,481 equity shares were allotted to Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar@, 19,361 equity shares were allotted to Neville Manuel Fernandes and Mellita Fernandes, 9,690 equity shares were allotted to Nitin Agarwal (HUF), 9,690 equity shares were allotted to Anand Ladsariya, 3,211 equity shares were allotted to Shereen Bhan, 562,400 106Date of Nature of Name(s) of Number of Face Issue Nature of Benefits allotment allotment allottee(s) equity value price consideration accrued shares per per allotted equity equity share share (₹) (₹) equity shares were allotted to Florintree Flowtech LLP, 456,000 equity shares were allotted to Yali Deeptech Fund I, 121,600 equity shares were allotted to Tenacity Ventures Fund I, 76,000 equity shares were allotted to Export – Import Bank of India, 12,160 equity shares were allotted to Pranav Parikh and 7,600 equity shares were allotted to Paramjit Singh *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. $Meghaa Karnani is the registered owner and Palita Associates is the beneficial owner of the Equity Shares. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. Shares issued out of revaluation reserves Our Company has not issued any shares out of revaluation reserves since its incorporation. Issue of specified securities at a price lower than the Offer Price in the last year Except as as disclosed in “– Equity share capital history of our Company” on page 98, our Company has not issued any Equity Shares during a period of one year preceding the date of this Draft Red Herring Prospectus. Issue of equity shares under employee stock option scheme Except pursuant to the exercise of employee stock options granted pursuant to the ESOP Scheme, our Company has not issued any equity shares under employee stock option schemes. See “–Equity share capital history of our Company” on page 98. History of build-up of the Promoters’ shareholding in our Company As on the date of this Draft Red Herring Prospectus, our Promoters hold 9,982,600 Equity Shares, which constitutes 17.43% of the issued, subscribed and paid-up equity share capital of our Company (on a fully diluted basis). All the Equity Shares held by our Promoters are in dematerialised form. As of the date of this Draft Red Herring Prospectus, none of the Equity Shares or Preference Shares held by our Promoters are pledged or are otherwise encumbered. Set forth below is the build-up of our Promoters’ equity shareholding since the incorporation of our Company: 107Date of Nature of No. of Face Issue Nature of Percentag Percentag Percentag allotment allotment/ equity value price / consideratio e of the e of the e of the / transfer transfer shares per transfe n pre-Offer pre-Offer post-Offer transacte equit r price share share share d y per capital capital (on capital share equity (%) a fully (%) (₹) share diluted (₹) basis)^ (%) Arvind Kondangi Lakshmikumar February Transfer from 4,000 10.00 10.00 Cash Negligible Negligible [●] 2, 2011 Serial Innovations Employee Stock Option Trust January Transfer from 85,000 10.00 N.A. N.A. Negligible Negligible [●] 27, 2014 Timothy Guy Mitchell* March 31, Transfer to (19,541) 10.00 3,391.1 Cash Negligible Negligible [●] 2024 Ankit Kumar 5 March 31, Transfer to (19,775) 10.00 3,391.1 Cash Negligible Negligible [●] 2024 Cecilia 3 D’Souza June 30, Allotment 943,996 10.00 N.A. N.A. Negligible Negligible [] 2025 pursuant to bonus issue in the ratio of 19:1 Pursuant to resolutions passed by our Board and our Shareholders in the meetings each held on September 16, 2025, our Company has sub-divided its equity shares, such that 11,456,420 equity shares of face value of ₹10 each aggregating to ₹114,564,200 were sub-divided as 57,282,100 Equity Shares of face value of ₹2 each aggregating to ₹114,564,200. Accordingly, 993,680 equity shares of face value of ₹10 each held by Arvind Kondangi Lakshmikumar were split into 4,968,400 Equity Shares of face value of ₹2 each. Total 4,968,400 8.67 8.67 [] Cecilia D’Souza March 31, Transfer from 19,775 10.00 3,391.1 Cash Negligible Negligible [] 2024 Arvind 3 Kondangi Lakshmikuma r June 30, Allotment 375,725 10.00 N.A. N.A. Negligible Negligible [] 2025 pursuant to bonus issue in the ratio of 19:1 Pursuant to resolutions passed by our Board and our Shareholders in the meetings each held on September 16, 2025, our Company has sub-divided its equity shares, such that 11,456,420 equity shares of face value of ₹10 each aggregating to ₹114,564,200 were sub-divided as 57,282,100 Equity Shares of face value of ₹2 each aggregating to ₹114,564,200. Accordingly, 395,500 equity shares of face value of ₹10 each held by Cecila D’Souza were split into 1,977,500 Equity Shares of face value of ₹2 each. Total 1,977,500 3.45 3.45 [] Ankit Kumar March 31, Transfer from 19,541 10.00 3,391.1 Cash Negligible Negligible [] 2024 Arvind 5 Kondangi Lakshmikuma r March 31, Transfer from 10,826 10.00 3,391.1 Cash Negligible Negligible [] 2024 Timothy Guy 4 Mitchell June 30, Allotment 576,973 10.00 N.A. N.A. Negligible Negligible [] 2025 pursuant to Bonus issue in the ratio of 19:1 108Date of Nature of No. of Face Issue Nature of Percentag Percentag Percentag allotment allotment/ equity value price / consideratio e of the e of the e of the / transfer transfer shares per transfe n pre-Offer pre-Offer post-Offer transacte equit r price share share share d y per capital capital (on capital share equity (%) a fully (%) (₹) share diluted (₹) basis)^ (%) Pursuant to resolutions passed by our Board and our Shareholders in the meetings each held on September 16, 2025, our Company has sub-divided its equity shares, such that 11,456,420 equity shares of face value of ₹10.00 each aggregating to ₹114,564,200 were sub-divided as 57,282,100 Equity Shares of face value of ₹2 each aggregating to ₹114,564,200. Accordingly, 607,340 equity shares of face value of ₹10 each held by Ankit Kumar were split into 3,036,700 Equity Shares of face value of ₹2 each. Total 3,036,700 5.30 5.30 [] ^ Calculated on the basis of total Equity Shares held and such number of Equity Shares on a fully diluted basis, including those which will result pursuant to exercise of all outstanding vested options under the ESOP Schemes. *Transferred pursuant to a gift deed dated January 27, 2014. Shareholding of our Promoters and members of our Promoter Group Set forth below is the shareholding of our Promoters and members of Promoter Group as on the date of this Draft Red Herring Prospectus: Name of Shareholder Pre-Offer Post-Offer Number of Face value per Percentage of Number of Percentage of Equity Shares Equity Share pre-Offer Equity Shares post-Offer (₹) equity share equity share capital (on a capital (%)* fully diluted basis) (%) Promoters (A) Arvind Kondangi 4,968,400 2.00 8.67 [] [] Lakshmikumar Ankit Kumar 3,036,700 2.00 5.30 [●] [●] Cecilia D’Souza 1,977,500 2.00 3.45 [] [] Total (A) 9,982,600 17.43 [] [] Promoter Group (B) Vinimaya Advisory LLP 659,700 2.00 1.15 [] [] Total (A+B) 10,642,300 18.57 [●] [●] *Subject to finalisation of Basis of Allotment. Secondary transactions of equity shares As on the date of this Draft Red Herring Prospectus, there have been no secondary transactions entered into by the members of our Promoter Group. The details of secondary transactions of Equity Shares by our Promoters and Selling Shareholders are set forth in the table below: Date of Number of Details of Details of Nature of Face Transaction Nature of transfer of Equity transferor transferee transactio value price per consideratio Equity Shares n per equity n Shares transferred equity share share (₹) (₹) Promoters# Arvind Kondangi Lakshmikumar February 2, 4,000 Serial Arvind Kondangi Transfer 10.00 10.00 Cash 2011 Innovations Lakshmikumar Employee Stock Option Trust January 27, 85,000 Timothy Arvind Kondangi Gift* 10.00 N.A. N.A. 2014 Guy Lakshmikumar Mitchell March 31, (19,541) Arvind Ankit Kumar Transfer 10.00 3,391.15 Cash 2024 Kondangi 109Date of Number of Details of Details of Nature of Face Transaction Nature of transfer of Equity transferor transferee transactio value price per consideratio Equity Shares n per equity n Shares transferred equity share share (₹) (₹) Lakshmiku mar March 31, (19,775) Arvind Cecilia D’Souza Transfer 10.00 3,391.13 Cash 2024 Kondangi Lakshmiku mar Cecilia D’Souza March 31, 19,775 Arvind Cecilia D’Souza Transfer 10.00 3,391.13 Cash 2024 Kondangi Lakshmiku mar Ankit Kumar March 31, 19,541 Arvind Ankit Kumar Transfer 10.00 3,391.15 Cash 2024 Kondangi Lakshmiku mar March 10,826 Timothy Ankit Kumar Transfer 10.00 3,391.14 Cash 31,2024 Guy Mitchell Selling Shareholders CEAQ Singapore August 31,000 SRI CEAQ Singapore Transfer 10.00 28.19 Cash 08,2012 Internationa l January 24, (31,000) CEAQ Timothy Guy Transfer 10.00 0.20 Cash 2014 Singapore Mitchell CEAQ India February 492 Ajit Kumar CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Surana (HUF) February 110 Akshay CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Chudasama February 218 Alok CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Agarwal February 110 Amar Deb CEAQ India Transfer 10.00 482.52 Cash 14, 2013 February 492 Anand CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Ladsariya February 110 Abhay CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Tibrewala February 273 Aurum CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Ventures Private Limited February 110 Capt. CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Darryl Pais February 110 Cheryl CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Lawrence February 110 Gautam CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Sheth February 110 Gautam CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Shewakram ani February 218 Excelman CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Ventures LLP February 218 Hemant CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Kanakia 110Date of Number of Details of Details of Nature of Face Transaction Nature of transfer of Equity transferor transferee transactio value price per consideratio Equity Shares n per equity n Shares transferred equity share share (₹) (₹) February 110 Karan CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Maheshwar i February 300 N. Gautam CEAQ India Transfer 10.00 482.52 Cash 14, 2013 February 164 Parthiv CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Kilachand February 110 Bhuvantray CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Investments and Trading Company Pvt Ltd February 246 Mecheri CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Smart Capital Private Limited February 27 Anil Joshi CEAQ India Transfer 10.00 482.52 Cash 14, 2013 February 110 Praveen CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Gupta February 110 Rafique CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Malik February 300 Rajendra CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Sah February 82 RRA Media CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Entertainm ent Private Limited February 110 Avnish CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Bajaj February 218 Rajiv CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Dadlani February 110 Aargus CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Endeavours LLP February 110 Sanjay CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Kalmani February 110 Sanjay CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Nath February 273 Sasha CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Mirchandan i February 110 Vikas CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Choudhary February 55 Ramesh CEAQ India Transfer 10.00 482.52 Cash 14, 2013 Shah February 136 Tiruvidaim CEAQ India Transfer 10.00 482.52 Cash 14, 2013 urudhur Srivatsan Sivashanka r Timothy Guy Mitchell January 24, 69,000 Magistri Timothy Guy Transfer 10.00 N.A. N.A. 2014 Inc. Mitchell pursuant to dissolution of Magistri Inc. January 24, 31,000 CEAQ Timothy Guy Transfer 10.00 0.20 Cash 2014 Singapore Mitchelll 111Date of Number of Details of Details of Nature of Face Transaction Nature of transfer of Equity transferor transferee transactio value price per consideratio Equity Shares n per equity n Shares transferred equity share share (₹) (₹) January 27, (85,000) Timothy Arvind Kondangi Gift* 10.00 N.A. N.A. 2014 Guy Lakshmikumar Mitchell March 31, (10,826) Timothy Ankit Kumar Transfer 10.00 3,391.14 Cash 2024 Guy Mitchell Tiruvidaimurudhur Srivatsan Sivashankar and Meera Sivashankar@ February (136) Tiruvidaim CEAQ India Transfer 10.00 482.52 Cash 14, 2013 urudhur Srivatsan Sivashanka r November 353,500 Serial Tiruvidaimurudh Transfer 2.00 2.00 Cash 28, 2025 Innovations ur Srivatsan Employee Sivashankar Stock Option Trust #Also Selling Shareholders. * Transferred pursuant to a gift deed dated January 27, 2014. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. However, the secondary transfers included have been undertaken by Tiruvidaimurudhur Srivatsan Sivashankar in his individual capacity. Details of minimum Promoters’ Contribution and lock-in of Equity Shares held by our Promoters Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post- Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum promoters’ contribution and locked-in for a period of eighteen months or any other period as may be prescribed under applicable law, from the date of Allotment (“Promoters’ Contribution”) and the Equity Shares held by our Promoters in excess of Promoters’ Contribution, shall be locked in for a period of six months, from the date of Allotment. As on the date of this Draft Red Herring Prospectus our Promoters hold in aggregate 9,982,600 Equity Shares which constitutes 17.43% of the subscribed and paid-up share capital of our Company on a fully diluted basis pre- Offer (including Equity Shares which will result upon exercise of vested options under the ESOP Scheme). Since, post-Offer, the shareholding of our Promoters will be less than 20% of the post-Offer Equity Share capital of our Company, which is less than the requisite shareholding required for complying with minimum promoters’ contribution, therefore, in accordance with Regulation 14 of the SEBI ICDR Regulations CEAQ Singapore, one of our Shareholders which will hold at least 5% of post-Offer Equity Share capital of our Company shall contribute []^ Equity Shares (“PC Shortfall Shares”)towards the shortfall in the Promoters’ Contribution by way of their consent letter dated December 20, 2025. The PC Shortfall Shares constitute []% of the issued, subscribed and paid-up share capital of our Company, on a fully diluted basis post-Offer subject to a maximum aggregate contribution of 10% of the post-Offer paid-up equity share capital of our Company. ^ Number has been intentionally left blank and will be filled in once the Offer Price is finalised in the Prospectus to be filed with the RoC. CEAQ Singapore, is not, and has not been at any time, identified as a Promoter of our Company. CEAQ Singapore shall not be identified as our Promoter, pursuant to its contribution towards the PC Shortfall Shares. Our Promoters and CEAQ Singapore have given their consent to include such number of Equity Shares held by them, as may constitute 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoters’ Contribution. Our Promoters and CEAQ Singapore have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the Promoters’ Contribution from the date of this Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations. 112The details of Equity Shares held by our Promoters and CEAQ Singapore, which will be locked-in for minimum promoters’ contribution for a period of 18 months, from the date of Allotment as Promoters’ Contribution are as set forth below: Name of Number of Number Date of Face Allotment/ Nature of % of the the Equity of Equity allotment/ value Acquisition transaction post-Offer Promoter Shares held Shares transfer# per price per paid-up locked- Equity Equity Share capital (on a in* Share (₹) fully diluted (₹) basis) * [●] [●] [●] [●] [●] [●] [●] [●] Total [●] [●] [●] [●] [●] [●] [●] Note: To be updated at the Prospectus stage. # Equity Shares were fully paid-up on the date of allotment/acquisition. * Subject to finalisation of Basis of Allotment. The Equity Shares being locked-in are not and will not be ineligible for computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. See “– Notes to capital structure – History of build-up of Promoters’ shareholding in our Company” on page 107. In this connection, we confirm the following: (a) Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired during the three years preceding the date of this Draft Red Herring Prospectus: (a) for consideration other than cash and revaluation of assets or capitalisation of intangible assets; or (b) as a result of bonus shares issued by utilization of revaluation reserves or unrealised profits or from bonus issue against Equity Shares which are otherwise in-eligible for computation of Promoters’ Contribution; (b) the Promoters’ Contribution does not include any Equity Shares acquired during the one year preceding the date of this Draft Red Herring Prospectus, at a price lower than the price at which the Equity Shares are being offered to the public in the Offer; (c) our Company has not been formed by the conversion of one or more partnership firms or a limited liability partnership firm into a Company and hence, no Equity Shares have been issued in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion from a partnership firm or limited liability partnership; and (d) the Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge or any other form of encumbrance. Further, all the Equity Shares held by the Promoters are held in dematerialized form. Details of share capital locked-in for six months In terms of Regulation 17 of the SEBI ICDR Regulations, except for: • the Promoters’ Contribution and any Equity Shares held by our Promoters in excess of Promoters’ Contribution, which shall be locked in as above for a period of six months; • Equity Shares allotted by our Company to Eligible Employees (or such persons as permitted under the SEBI SBEB & SE Regulations), whether currently an employee or not and including the legal heirs or nominees of any deceased employees or ex-employees, under an employee stock option prior to the Offer; and • the Offered Shares successfully transferred by the Selling Shareholders pursuant to the Offer for Sale; The entire pre-Offer Equity Share capital of our Company held by persons other than our Promoters, shall, unless otherwise permitted under the SEBI ICDR Regulations, be locked in for a period of six months from the date of Allotment in the Offer, other than the Equity Shares held by Yali Deeptech Fund I, and Tenacity Ventures Fund - I all of which are SEBI registered AIFs in accordance with Regulation 17(c) of the SEBI ICDR Regulations. Other Requirements in respect of Lock-in 113As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant Depository. In terms of Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked-in as per Regulation 16 of the SEBI ICDR Regulations: (a) as Promoters’ Contribution, may be pledged only with scheduled commercial banks or public financial institutions or systemically important non-banking finance companies or deposit taking housing finance companies as collateral security for loans granted by such entity, provided that such loan has been granted for the purpose of financing one or more of the objects of the Offer, and pledge of the Equity Shares is one of the terms of the sanctioned loan; and (b) in excess of the Promoters’ Contribution, may be pledged only with scheduled commercial banks or public financial institutions or systemically important non-banking finance companies or deposit taking housing finance companies as collateral security for loans granted by such entity, provided that pledge of the Equity Shares is one of the terms of the sanctioned loan. However, such lock-in will continue pursuant to any invocation of the pledge and the transferee of the Equity Shares pursuant to such invocation shall not be eligible to transfer the Equity Shares until the expiry of the lock-in period stipulated above. In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked- in, may be transferred to members of the Promoter Group or to any new promoter, subject to continuation of lock- in in the hands of the transferees for the remaining period and compliance with provisions of the SEBI Takeover Regulations, as applicable and such transferee shall not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired. The Equity Shares held by persons other than our Promoters and locked- in for a period of six months from the date of Allotment in the Offer or any other period as may be prescribed under applicable law, may be transferred to any other person holding Equity Shares which are locked-in, subject to the continuation of the lock-in the hands of the transferee for the remaining period and compliance with the provisions of the SEBI Takeover Regulations. Lock-in of Equity Shares Allotted to Anchor Investors 50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment. Sales or purchases of Equity Shares or other specified securities of our Company by our Promoters, the members of our Promoter Group and/or our Directors and their relatives during the last six months Except as disclosed in “Notes to Capital Structure – History of build-up of Promoters’ shareholding in our Company” on page 107, none of our Promoters, members of our Promoter Group, our Directors or their relatives have sold or purchased any Equity Shares of our Company during the six months preceding the date of this Draft Red Herring Prospectus. 114Our shareholding pattern The shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus is as set forth below: Category Category of Number of Number of Number Number of Total Shareholding Number of voting rights held in each Number of Total Shareholding, Number of Number of Number of (I) shareholder shareholders fully paid of shares number of as a % of class of securities Equity number of as a % locked in Equity Equity Shares Equity Shares (II) (III) up Equity partly underlying shares held total number (IX) Shares Equity assuming full Shares pledged or held in Shares paid-up Depository (VII) of shares underlying Shares on conversion of (XIII) otherwise dematerialized held Equity Receipts =(IV)+(V)+ (calculated as outstanding a fully convertible encumbered form (IV) Shares (VI) (VI) per SCRR, convertible diluted securities (as (XIV) (XV) held 1957) Number of voting rights Total securities basis a percentage Number As a Number As a (V) (VIII) As a Class eg: Class Total as a (including (including of diluted (a) % of (a) % of % of Equity eg: % of Warrants) warrants, share capital) total total (A+B+C2) Shares Others (A+B+ (X) employee (XII)= Shares Shares C) stock (VIII)+(X) As held held options, a % of (b) (b) convertible (A+B+C2) securities) (XI)+(VII + X) (A) Promoters 4 1,06,42,300 - - 1,06,42,300 18.57 1,06,42,300 - 1,06,42,300 18.57 - 10,642,300 - - - - - 1,06,42,300 and Promoter Group (B) Public - - - - - 0.00 - - - 0.00 - - - - - - - - I Non 157 4,47,35,100 - - 4,47,35,100 78.10 4,47,35,100 - 4,47,35,100 78.10 - 44,735,100 - - - - - 4,47,35,100 Promoter- Non Public (C1) Shares - - - - - 0.00 - - - 0.00 - - - - - - - - underlying DRs (C2) Shares held 1 19,04,700 - - 19,04,700 3.33 19,04,700 - 19,04,700 3.33 - 1,904,700 - - - - - 19,04,700 by Employee Trusts Total 162 5,72,82,100 - - 5,72,82,100 100.00 5,72,82,100 - 5,72,82,100 100.00 - 57,282,100 - - - - - 5,72,82,100 115As on the date of this Draft Red Herring Prospectus, our Company has 162 Shareholders. Shareholding of our Directors, Key Managerial Personnel and members of Senior Management in our Company Except as set forth below, none of our Directors or Key Managerial Personnel or members of Senior Management hold any Equity Shares as on the date of this Draft Red Herring Prospectus: Name Number of Equity Shares of Percentage of pre-Offer share face value ₹2 each capital (%) Directors# Ankit Kumar 3,036,700 5.30 Cecilia D’Souza 1,977,500 3.45 Arvind Kondangi Lakshmikumar 4,968,400 8.67 Key Managerial Personnel Tiruvidaimarudhur Srivatsan Sivashankar*@ 603,400 1.05 Senior Management Munjal Suresh Chheda 78,600 0.14 Prasanth Allada 58,500 0.10 Rajendra Kumar D 24,000 0.04 Shilpa Muthamma M.A 5,300 0.01 # Also Key Managerial Personnel. *Also a member of the Senior Management. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. Details of shareholding of the major shareholders of our Company Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up share capital of our Company as on the date of this Draft Red Herring Prospectus: S. Name of Shareholder Number of Equity Shares of Percentage of pre-Offer share capital No. face value ₹2 each (%) 1. Serial Innovations Employee Stock 1,904,700 3.33 Option Trust 2. Arvind Kondangi Lakshmikumar 4,968,400 8.67 3. Ankit Kumar 3,036,700 5.30 4. Cecilia D’Souza 1,977,500 3.45 5. CEAQ India 10,164,500 17.74 6. CEAQ Singapore 15,335,000 26.77 7. HBL Engineering Limited 8,163,000 14.25 8. Meghaa Karnani ^ 645,400 1.13 9. SSV Advisory Services LLP 815,300 1.42 10. Vinimaya Advisory LLP 659,700 1.15 11. Florintree Flowtech LLP 2,960,000 5.17 12. Yali Deeptech Fund I 2,400,000 4.19 13. Tenacity Ventures Fund - I 640,000 1.12 14. Tiruvidaimurudhur Srivatsan 603,400 1.05 Sivashankar and Meera Sivashankar@ Total 54,273,600 94.75 ^Meghaa Karnani is the registered owner and Palita Associates is the beneficial owner of the Equity Shares. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up share capital of our Company as of 10 days prior to the date of this Draft Red Herring Prospectus: S. Name of Shareholder Number of Equity Shares of Percentage of pre-Offer share capital No. face value ₹2 each (%) 1. Serial Innovations Employee Stock 1,904,700 3.33 Option Trust 2. Arvind Kondangi Lakshmikumar 49,68,400 8.67 3. Ankit Kumar 30,36,700 5.30 116S. Name of Shareholder Number of Equity Shares of Percentage of pre-Offer share capital No. face value ₹2 each (%) 4. Cecilia D’Souza 19,77,500 3.45 5. CEAQ India 1,01,64,500 17.74 6. CEAQ Singapore 1,53,35,000 26.77 7. HBL Engineering Limited 81,63,000 14.25 8. Meghaa Karnani^ 6,45,400 1.13 9. SSV Advisory Services LLP 8,15,300 1.42 10. Vinimaya Advisory LLP 6,59,700 1.15 11. Florintree Flowtech LLP 29,60,000 5.17 12. Yali Deeptech Fund I 24,00,000 4.19 13. Tenacity Ventures Fund - I 6,40,000 1.12 14. Tiruvidaimurudhur Srivatsan 603,400 1.05 Sivashankar and Meera Sivashankar@ Total 54,273,600 94.75 ^Meghaa Karnani is the registered owner and Palita Associates is the beneficial owner of the Equity Shares. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up share capital of our Company as of one year prior to the date of this Draft Red Herring Prospectus: Sr. Name of the Shareholder Pre-Offer No. Number of Percentage of Number of Percentage of equity shares of equity share preference equity share face value of ₹10 capital (%) shares capital on a fully each diluted basis (%)^ 1. Serial Innovations Employee 1,89,442 63.38 - 26.74 Stock Option Trust 2. Arvind Kondangi 49,684 16.62 - 7.01 Lakshmikumar 3. Ankit Kumar 30,367 10.16 - 4.29 4. Cecilia D’Souza 19,775 6.62 - 2.79 5. CEAQ India 5,472 1.83 96,173 14.354 6. CEAQ Singapore - - 153,350 21.64 7. HBL Engineering Limited - - 112,156 15.83 8. Meghaa Karnani^ - - 9,340 1.32 9. SSV Advisory Services LLP - - 11,798 1.67 Total 2,94,740 98.60 3,82,817 95.63 ^ Calculated on the basis of total equity shares of face value of ₹10 each held and such number of equity shares of face value of ₹10 each on a fully diluted basis, including those resulting upon (a) exercise of outstanding vested options under the ESOP Scheme; and (b) conversion of preference shares held as of one year prior to the date of this Draft Red Herring Prospectus. *Meghaa Karnani is the registered owner and Palita Associates is the beneficial owner of the Equity Shares. Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up share capital of our Company as of two years prior to the date of this Draft Red Herring Prospectus: Sr. Name of the Shareholder Pre-Offer No. Number of Percentage of Number of Percentage of equity shares of equity share preference equity share face value of ₹10 capital (%) shares capital on a fully each diluted basis (%)^ 1. Timothy Guy Mitchell 15,000 5.02 - 2.26 2. Serial Innovations Employee 1,89,442 63.38 - 28.55 Stock Option Trust 3. Arvind Kondangi 89,000 29.77 - 13.41 Lakshmikumar 4. CEAQ India 5,472 1.83 96,173 15.32 5. CEAQ Singapore - - 1,53,350 23.11 6. HBL Engineering Limited - - 1,12,156 16.90 Total 298,914 100.00 361,679 99.54 117^ Calculated on the basis of total equity shares of face value of ₹10 each held and such number of equity shares of face value ₹10 each on a fully diluted basis, including those which resulting upon (a)exercise of outstanding vested options under the ESOP Scheme.; and (b) conversion of preference shares held as of two years prior to the date of this Draft Red Herring Prospectus. Employee stock option schemes As on the date of this Draft Red Herring Prospectus, our Company has adopted the Amended and Restated Employee Stock Options Scheme, 2025, pursuant to the resolutions passed by our Board and our Shareholders on December 20, 2025 each, which subsumes the earlier employee stock option scheme of our Company, namely, the Amended and Restated Employee Stock Option Regulations, 2024 (collectively, the “ESOP Scheme”). The existing grants have been made and are governed by the terms provided under Employee Stock Option Regulations, 2024 and currently no fresh grants have been made under the Amended and Restated Employee Stock Options Scheme, 2025. The options granted under the ESOP Scheme have been granted to employees of our Company only. The ESOP Scheme is in compliance with the SEBI SBEB & SE Regulations and other applicable laws, as certified by ASR & Co., Company Secretaries, pursuant to their certificate dated December 22, 2025. Details of the ESOP Scheme are disclosed below: Particulars Total* Options granted 2,758,000 Options vested (excluding options that have been exercised) - Options exercised 994,400 Options forfeited/lapsed/cancelled 5,900 Money realised by exercise of options (in ₹) 1988,800 Total number of options in force 1,757,700 Total number of Equity Shares that would arise as a result of full exercise of 1,757,700 options granted (net of cancelled options and employee stock option exercised) Total employee stock options under the ESOP Scheme 2,899,100 Remaining employee stock options under the ESOP Scheme 147,000 Unvested options 1,757,700 * Options for the Financial year 2025 and for the period from April 1, 2025 till the date of this Draft Red Herring Prospectus have been adjusted for bonus issued and sub-division of equity shares. The following table sets forth the particulars of the ESOP Scheme, including options granted as on the date of this Draft Red Herring Prospectus: Particulars For the period from April 1, 2025 Fiscal 2025(1) till the date of this Draft Red Herring Prospectus(1) Total options outstanding (including vested and unvested 2,087,600 - options) as at the beginning of the period/ year Total options granted during the period/ year 670,400 2,087,600 Exercise price of options in ₹ (as on the date of grant of 2.00 2.00 options) Options forfeited/ lapsed/ cancelled 5,900 - Variation in terms of options(3) Our Company adopted the Amended and Restated Employee Stock Option Regulations on July 19, 2024 under which the current options are issued and there has been no variation of terms of the options already granted. Money realised by exercise of options during the year/ 1,988,800 - period(4) Total number of options outstanding in force at the end 1,757,700 2,087,600 of the period/ year Total options vested (excluding the options that have - - been exercised) Options exercised 994,400 - Employee wise details of options granted to(2): Key management personnel and senior management Name of key For the period Fiscal 2025 managerial from April 1, 2025 personnel/ senior till the date of this management Draft Red Herring Prospectus Tiruvidaimarudhur - 707,100 Srivatsan Sivashankar 118Particulars For the period from April 1, 2025 Fiscal 2025(1) till the date of this Draft Red Herring Prospectus(1) Ankita Agarwalla 10,000 - Munjal Suresh 10,000 157,400 Chheda Prasanth Allada 20,000 117,100 Rajendra Kumar D 10,000 48,200 Shilpa Muthamma - 10,500 M.A Any other employee who received a grant in any one Name of For the period Fiscal 2025 year of options amounting to 5% or more of the options Employee from April 1, 2025 granted during the year till the date of this Draft Red Herring Prospectus Shyam Sundar 10,000 149,900 Pankaj Jayprakash 57,300 - Rathi Identified employees who are granted options, during Name of For the period Fiscal 2025 any one year equal to or exceeding 1% of the issued Employee from April 1, 2025 capital (excluding outstanding warrants and till the date of this conversions) of our Company at the time of grant Draft Red Herring Prospectus Tiruvidaimarudhur - 707,100 Srivatsan Sivashankar Fully diluted EPS on a pre-Offer basis pursuant to the (1.84) 12.70 issue of Equity Shares on exercise of options calculated in accordance with the applicable accounting standard on ‘Earnings Per Share’ Description of the pricing formula and the method and The fair value of options granted is estimated using the Black significant assumptions used to estimate the fair value of Scholes Options Pricing Model. options granted during the year, including weighted- average information, namely, risk-free interest rate, expected life, expected volatility, expected dividends and the price of the underlying share in market at the time of grant of the option Weighted average fair value of option (in ₹) 183.47 100.51 Weighted average share price (in ₹) 183.47 100.51 Exercise Price (in ₹) 2.00 2.00 Expected volatility## N.A. N.A. Option life (Years) 8.00 8.00 Dividend yield (%) N.A. N.A. Risk-free interest rate (%)# N.A. N.A. Impact on profits and EPS of the last three years if the There is no impact on the profits of our Company. Our Company had followed the accounting policies specified Company has complied with the accounting standard issued by in the SEBI SBEB & SE Regulations in respect of the institute of Chartered Accountants of India which is in line options granted in the last three years with the SEBI SBEB & SE Regulations. Where our Company has calculated the employee N.A., as employee compensation cost is calculated using fair compensation cost using the intrinsic value of the stock value of the stock options options, the difference, if any, between employee compensation cost so computed and the employee compensation calculated on the basis of fair value of the stock options and the impact of this difference, on the profits of the Company and on the earnings per share of our Company Intention of the key managerial personnel, senior N.A. management and whole-time directors who are holders of Equity Shares allotted on exercise of options granted under an employee stock option scheme or allotted under an employee stock purchase scheme, to sell their Equity Shares within three months after the date of listing of the Equity Shares in the initial public offer, if any Intention to sell Equity Shares arising out of an N.A. Amended and Restated Employee Stock Option Regulations, 2024 within three months after the date of listing of Equity Shares, by the Directors, Key 119Particulars For the period from April 1, 2025 Fiscal 2025(1) till the date of this Draft Red Herring Prospectus(1) Managerial Personnel, Senior Management and employees having Equity Shares arising out of an employee stock option scheme, amounting to more than 1% of the issued capital (excluding outstanding warrants and conversions) of our Company. (1) Options for the Financial year 2025 and for the period from April 1, 2025 till the date of this Draft Red Herring Prospectus have been adjusted for bonus issued and share split; (2) Details of options granted to employees include options that have vested and been exercised; (3) Subsequent to the options granted in the financial years 2025 and 2026 (up to the date of the DRHP), the Company has adopted Amended and Restated Employee Stock Options Scheme, 2025, and any fresh options granted under the ESOP Scheme 2025 will be governed in accordance with the provisions included therein; (4) The consideration received on exercise of options was paid to the Serial Innovations Employee Stock Option Trust and not to the Company. The Book Running Lead Managers are not associates of the Company as per Regulation 21A of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. The BRLMs and their respective associates (as defined under the SEBI Merchant Bankers Regulations) do not hold any Equity Shares as on the date of this Draft Red Herring Prospectus. The BRLMs and their respective associates may engage in transactions with, and perform services for our Company, the Selling Shareholders and their respective affiliates or associates in the ordinary course of business, and have engaged, or may in the future engage in commercial banking and investment banking transactions with our Company or the Selling Shareholders or their respective affiliates or associates for which they may have received, and may in future receive compensation. There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors, and any of their relatives (as defined under the Companies Act, 2013) have financed the purchase by any other person of securities of our Company other than in the normal course of the business of the financing entity during a period of six months immediately preceding the date of this Draft Red Herring Prospectus. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangement for purchase of specified securities of the Company. No person connected with the Offer, including our Company, our Promoters, the Selling Shareholders, the BRLMs, the members of the Syndicate, or our Directors, or the members of our Promoter Group shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Offer. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus. The Equity Shares to be issued or transferred pursuant to the Offer shall be fully paid-up at the time of Allotment. The Equity Shares held by our Promoters and members of the Promoter Group, Selling Shareholders, Directors, Key Managerial Personnel, Senior Management, employees of our Company, and the shareholders with special rights are in dematerialised form as on the date of this Draft Red Herring Prospectus. Except for the employee stock options granted pursuant to ESOP Scheme, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into, or which would entitle any person any option to receive Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus. Except for the Allotment of Equity Shares pursuant the exercise of employee stock options granted pursuant to the ESOP Scheme (if any), there will be no further issue of specified securities whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of filing of this Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges or all application monies have been refunded, as the case may be. Except for the Allotment of Equity Shares pursuant to the exercise of employee stock options granted pursuant to the ESOP Scheme (if any), our Company presently does not intend or propose and is not under negotiations or considerations to alter its capital structure for a period of six months from the Bid/Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or by way of issue of bonus shares or on a rights basis or by way of further public issue of Equity Shares or 120qualified institutions placements or otherwise. Neither the (i) BRLMs, and any person related to the BRLMs except for Mutual Funds sponsored by entities which are associate of the BRLMs, or insurance companies promoted by entities which are associates of the BRLMs, or AIFs sponsored by entities which are associates of the BRLMs, or an FPI (other than individuals, corporate bodies and family offices) which are associates of the BRLMs or pension funds registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013 sponsored by entities which are associates of the BRLMs; nor (ii) any person related to the Promoter/Promoter Group; shall apply in the Offer under the Anchor Investor Portion. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company will comply with such disclosure and accounting norms as may be specified by SEBI from time to time. The issuance of securities by our Company, since incorporation of our Company until the date of this Draft Red Herring Prospectus, had been undertaken in accordance with the provisions of the Companies Act, 2013, to the extent applicable. All transactions in specified securities by our Promoters and members of our Promoter Group between the date of filing of this Draft Red Herring Prospectus and the date of closing of the Offer shall be reported to the Stock Exchanges within 24 hours of such transaction. 121OBJECTS OF THE OFFER The objects of the Offer are to achieve the benefits of listing the Equity Shares on the Stock Exchanges and for the Offer for Sale of up to 18,085,246 Equity Shares of face value of ₹2 each aggregating to ₹[●] million. Each Selling Shareholder has, severally and not jointly, authorised its participation in the Offer for Sale to the extent of its respective portion of the Offered Shares, pursuant to its respective consent letter. For further details, see “The Offer” and “Other Regulatory and Statutory Disclosures – Authority for the Offer” on pages 80 and 432, respectively. Our Company expects that the proposed listing of its Equity Shares will enhance our visibility and brand image and provide liquidity to its existing Shareholders. Listing will also provide a public market for the Equity Shares in India. Utilisation of the Offer Proceeds by the Selling Shareholders Our Company will not receive any proceeds from the Offer (the “Offer Proceeds”) and the Offer Proceeds will be received by the Selling Shareholders, in proportion to the Offered Shares sold by the respective Selling Shareholders as a part of the Offer after deducting their portion of the Offer related expenses and the relevant taxes thereon. For details of the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 432. Offer-related Expenses The Offer expenses are estimated to be approximately ₹[●] million. The expenses in relation to the Offer include, among others, listing fees, selling commission and brokerage, fees payable to the Book Running Lead Managers, fees payable to legal counsel, fees payable to the Registrar to the Offer, Escrow Collection Bank(s) and Sponsor Bank(s) to the Offer, processing fee to the SCSBs for processing application forms, brokerage and selling commission payable to members of the Syndicate, Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges. Other than the listing fees and expenses in relation to product or corporate advertisements, i.e., any corporate advertisements consistent with past practices of our Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) which will be borne solely by our Company, all costs, charges, fees and expenses that are related to, associated with and incurred in connection with the Offer including, inter-alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to our Company and the Indian and international legal counsel to the BRLMs, fees and expenses of the statutory auditors (to the extent related to the Offer), registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, Self-Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or third party in connection with the Offer shall be borne by and between the Selling Shareholders in proportion to their respective Offered Shares being offered for sale by each of the Selling Shareholders in the Offer in accordance with the Applicable Law including Section 28(3) of the Companies Act, 2013, except as may be prescribed by the SEBI or any other regulatory authority. Each of the Selling Shareholders, severally and not jointly, agrees that it shall reimburse our Company for their respective proportion of such costs and expenses in relation to the Offer paid by our Company on behalf of the respective Selling Shareholder irrespective of the completion of the Offer, directly from the Public Offer Account in the manner as may be set out in the Offer related agreements. For any Offer related expenses that are not paid from the Public Offer Account, our Company agrees to advance the cost and such expenses will be reimbursed by the Selling Shareholders in proportion to their respective Offered Shares being offered for sale in the Offer. To the extent any Offer-related expenses are paid directly by a Selling Shareholder, such amounts shall be netted against the respective reimbursement obligations of that Selling Shareholder to our Company, so that only the net amount, after accounting for such direct payments, shall be payable by or to the relevant parties. Further, in the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Offer related costs and expenses (including taxes) attributable to the Offer shall be borne by the Selling Shareholders in proportion to their respective Offered Shares being offered for sale by the each of the Selling Shareholders in the Offer as above, and it is further clarified that, in the event any 122Selling Shareholder withdraws or abandons the Offer at any stage prior to the completion of the Offer, it shall reimburse to our Company all costs, charges, fees and expenses incurred in connection with the Offer on a proportionate basis as detailed above, up to the date of such withdrawal, abandonment or termination with respect to such Selling Shareholder. The estimated Offer expenses are as follows: (₹ in million) Activity Estimated As a % of the As a % of the expenses(1) total estimated total Offer Offer size(1) expenses(1) Fees and commissions payable to the Book Running Lead [●] [●] [●] Managers (including any underwriting commission, brokerage and selling commission) Advertising and marketing expenses for the Offer [●] [●] [●] Fees payable to the Registrar to the Offer [●] [●] [●] Commission/processing fee for SCSBs, Sponsor Bank(s) [●] [●] [●] and Bankers to the Offer. Brokerage and selling commission and bidding charges for Members of the Syndicate, Registered Brokers, RTAs and CDPs Printing and distribution of Offer stationery [●] [●] [●] Other expenses including, listing fees, SEBI filing fees, [●] [●] [●] BSE and NSE processing fees, book building software fees and other regulatory expenses Fees payable to other intermediaries to the Offer, [●] [●] [●] including but not limited to Statutory Auditor, independent chartered accountant, practicing company secretary and industry data provider Fee payable to legal counsels [●] [●] [●] Miscellaneous [●] [●] [●] Total estimated Offer expenses [●] [●] [●] Amounts will be finalised and incorporated in the Prospectus on determination of Offer Price. Offer expenses are estimates and are subject to change. Offer expenses include goods and services tax, where applicable. Selling commission payable to the SCSBs on the portion for Retail Individual Investors, Non-Institutional Investors and Eligible Employees which are directly procured and uploaded by the SCSBs, would be as follows: Portion for Retail Individual Investors* [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Investors* [●]% of the Amount Allotted* (plus applicable taxes) Portion for Eligible Employees* [●]% of the Amount Allotted* (plus applicable taxes) *Amount Allotted is the product of the number of Equity Shares of face value ₹2 each Allotted and the Offer Price. Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE. No uploading/processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the application directly procured by them. Processing fees payable to the SCSBs on the portion for Retail Individual Investors, Non-Institutional Investors and Eligible Employees (excluding UPI Bids) which are procured by the members of the Syndicate / sub-Syndicate / Registered Broker / RTAs / CDPs and submitted to SCSB for blocking, would be as follows: Portion for Retail Individual Investors* ₹[●] per valid application (plus applicable taxes) Portion for Non-Institutional Investors* ₹[●] per valid application (plus applicable taxes) Portion for Eligible Employees* ₹[●] per valid application (plus applicable taxes) * Based on valid Bid cum Application forms Processing fees for applications made by Bidders using the UPI Mechanism would be as follows: Members of the Syndicate /RTAs/ CDPs/ ₹[●] per valid Bid cum Application Form (plus applicable taxes) Registered Brokers Sponsor Bank(s) ₹[●] per valid Bid cum Application Form (plus applicable taxes) The Sponsor Bank shall be responsible for making payments to third parties such as the remitter bank, the NPCI and such other parties as required in connection with the performance of its duties under applicable SEBI circulars, agreements and other applicable laws. * Based on valid Bid cum Application Forms. Brokerage, selling commission and processing/uploading charges on the portion for UPI Bidders, Retail Individual Investors, Non- Institutional Investors and Eligible Employees which are procured by members of the Syndicate (including their sub-Syndicate members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their sub-Syndicate members) would be as follows: 123Portion for UPI Bidders* [●]% of the Amount Allotted (plus applicable taxes) Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes) Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes) *Amount Allotted is the product of the number of Equity Shares of face value ₹2 each Allotted and the Offer Price. The selling commission payable to the Syndicate / sub-Syndicate Members will be determined on the basis of the application form number / series, provided that the application is also bid by the respective Syndicate / sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / sub-Syndicate Member. Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the portion for Retail Individual Investors and Non-Institutional Investors which are procured by them and submitted to SCSB for blocking, would be as follows: ₹[●] plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs. The selling commission and bidding charges payable to Registered Brokers the RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE. Bidding charges payable to the Registered Brokers, RTAs/CDPs on the portion for Retail Individual Investors, Non-Institutional Investors and Eligible Employees which are directly procured by the Registered Broker or RTAs or CDPs and submitted to SCSB for processing, would be as follows: Portion for Retail Individual Investors* ₹[●] per valid application (plus applicable taxes) Portion for Non-Institutional Investors* ₹[●] per valid application (plus applicable taxes) Portion for Eligible Employees* ₹[●] per valid application (plus applicable taxes) * Based on valid Bid cum Application Forms All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and Sponsor Bank Agreement. The processing fees for applications made by Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular. If such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and the Cash Escrow and Sponsor Banks Agreement. The processing fees for applications made by Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format as prescribed by SEBI, from time to time. Monitoring Utilisation of Funds Since the Offer is an Offer for Sale and our Company will not receive any proceeds from the Offer, our Company is not required to appoint a monitoring agency for the Offer. Other confirmations Except to the extent of any proceeds received pursuant to the sale of Offered Shares proposed to be sold in the Offer for Sale by the Promoter Selling Shareholders, the Promoter Group Selling Shareholder, Tiruvidaimarudhur Srivatsan Sivashankar, our Chief Financial Officer (together with Meera Sivashankar) and Amit Dilip Shah (registered owner for Amit Shah Family Trust as the beneficial owner), our Nominee Director, none of our Promoters, Directors, Key Managerial Personnel, Senior Management, members of our Promoter Group, Group Companies will, directly or indirectly receive any portion of the Offer Proceeds. 124BASIS FOR OFFER PRICE The Price Band and Offer Price will be determined by our Company in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares issued through the Book Building Process and quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹2 each and the Offer Price is [●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band. Investors should refer to “Risk Factors”, “Our Business”, “Restated Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 33, 233, 302 and 385, respectively, to have an informed view before making an investment decision. 1. Qualitative Factors Some of the qualitative factors which form the basis for computing the Offer Price are set forth below: 1. Leading defence technology solutions provider with pioneering proprietary technologies; 2. Driving innovation in defence electronics through in-house R&D with an asset light business model; 3. Among the few defence electronics OEMs with a wide acceptability across the globe; 4. Diversified defence product portfolio with deployability across all domains; 5. Sound financials with consistently healthy performance; and 6. Experienced and dedicated promoters and key managerial personnel with extensive domain knowledge. For further details, see “Our Business – Our Strengths” on page 240. 2. Quantitative Factors Certain information presented below relating to us is based on the Restated Consolidated Financial Statements. For details, see “Restated Consolidated Financial Statements” on page 302. Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows: (a) Basic and Diluted Earnings Per Equity Share (“EPS”) at face value of ₹2 each: Financial Year Ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight June 30, 2025 1.00* 0.95* - March 31, 2025 13.38 12.70 3 March 31, 2024 62.61 13.63 2 March 31, 2023 1.08 0.30 1 Weighted Average 27.74 10.95 - *Refer note vi below Notes: i. The face value of each Equity Share is ₹ 2. ii. Basic Earnings per share is calculated by dividing Restated profit for the period/year attributable to equity Shareholders by the number of equity shares outstanding at the end of the period/year reduced by ESOP Trust shares iii. Diluted earnings per share is calculated by dividing Restated profit for the period/year attributable to equity Shareholders by the number of equity shares outstanding at the end of the period/year adjusted for the effect of dilutive potential equity shares. iv. Basic and Diluted Earnings per share have been adjusted for the effects of bonus issue, share split, and share buyback v. Weighted average is calculated as Aggregate of financial year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each financial year /Total of weights. vi. Basic and Diluted Earnings per share for the three months ended June 30, 2025 have not been annualised (b) Price/Earning (“P/E”) ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share at face value of ₹2 each: Particulars P/E at the Floor Price (no. of P/E at the Cap Price (no. of times)* times)* Based on basic EPS for Fiscal 2025 [●] [●] Based on diluted EPS for Fiscal 2025 [●] [●] * To be computed post finalisation of Price Band. (c) Industry Peer Group P/E ratio Based on the peer group information (excluding our Company) given below in this section, details of the highest, lowest, and the industry average P/E ratio: Particulars P/E Ratio Highest 64.30 125Particulars P/E Ratio Lowest 38.98 Average 51.22 Notes: i. The highest and lowest industry P/E shown above is based on the peer set provided below under “Comparison with listed industry peers”. The industry average has been calculated as the arithmetic average P/E of the peer set provided below under “- Comparison of accounting ratios with listed industry peers” ii. P/E figures for the peer are computed based on closing market price as on December 19, 2025, divided by Diluted EPS based on the financial results declared by the peers available on website of www. bseindia.com for the Financial Year ending March 31, 2025. (d) Return on Net Worth (“RoNW”) Financial Year Ended RoNW (%) Weight June 30, 2025 1.10* March 31, 2025 20.20 3 March 31, 2024 52.72 2 March 31, 2023 4.02 1 Weighted Average 28.34 *Refer note iv below Notes: i. Weighted average is calculated as Aggregate of financial year-wise weighted Return on Net Worth (%) divided by the aggregate of weights i.e. Return on Net Worth (%) multiplied by Weight for each financial year divided by Total of weights ii. Return on Net Worth (%) = Net profit after tax, as restated divided by Average Net worth as restated as at the beginning and end of the period/year end. iii. Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous expenditure not written off, as per the Restated Consolidated Statement of Assets and Liabilities, but does not include reserves created out of revaluation of assets, capital reserve, foreign currency translation reserve, write-back of depreciation as at period /year end, as per Restated Consolidated Financial Statement of Assets and Liabilities of the Company. iv. Return on Net Worth (%) for the three months ended June 30, 2025 have not been annualised (e) Net Asset Value (“NAV”) per Equity Share, as adjusted for change in capital Particulars Amount (₹) June 30, 2025 87.11 As on March 31, 2025 85.57 After the completion of the Offer - At the Floor Price [●]* - At the Cap Price [●]* Offer Price [●]# * To be computed post finalisation of Price Band # To be determined on conclusion of the Book Building Process Notes: i. Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account and instruments entirely in the nature of equity after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations . We have calculated net worth by aggregate value of equity share capital, instruments entirely equity in nature, capital redemption reserve, retained earnings, securities premium, other comprehensive income (fair value gains/(loss) on equity instruments), foreign currency translation reserve and shares pending issuance ii. Offer Price per Equity Share will be determined on conclusion of the Book Building Process. iii. Net asset value per share is calculated as Net worth as restated divided by Number of equity shares outstanding at the end of the financial year/period iv. Net Asset Value per Equity Share has been adjusted for the effects of bonus issue, share split, and share buyback (f) Comparison of accounting ratios with listed industry peers Name of the Standalone / FY25 Face Closing P/E FY25 FY25 FY25 FY25 Company Consolidated Total Value price EPS EPS RoNW NAV Revenue per as on (Basic) (Diluted) (%) (₹ per (₹ in Equity December (₹ ) (₹) share) million) Share 19, 2025 (₹) Our Consolidated 4,690.80 2.00 NA NA 13.38 12.70 20.20 85.57 Company Paras Consolidated 3,646.61 10.00 640.00 38.98 16.42 16.42 11.70 158.82 Defence and Space Technologies Limited 126Name of the Standalone / FY25 Face Closing P/E FY25 FY25 FY25 FY25 Company Consolidated Total Value price EPS EPS RoNW NAV Revenue per as on (Basic) (Diluted) (%) (₹ per (₹ in Equity December (₹ ) (₹) share) million) Share 19, 2025 (₹) Data Standalone 7,083.50 2.00 2,547.70 64.30 39.62 39.62 16.00 269.40 Patterns (India) Limited Astra Consolidated 10,511.79 2.00 909.35 56.24 16.17 16.17 13.93 115.70 Microwave Products Limited Zen Consolidated 9,736.42 1.00 1,367.95 42.66 32.07 32.07 24.55 188.36 Technologies Limited Bharat Consolidated 2,37,687.50 1.00 392.75 53.95 7.28 7.28 29.56 27.32 Electronics Limited Source: All the financial information for listed industry peer is sourced from the filings made with stock exchanges available on www. bseindia.com for the Financial Year ending March 31, 2025. Source for our Company: Based on the Restated Consolidated Financial Statements for the financial year ended March 31, 2025. Notes: i. P/E Ratio has been computed based on the closing market price of equity shares on BSE on December 19, 2025, divided by the Diluted EPS. ii. Return on Net Worth (%) for our Company is calculated as Net profit after tax divided by Average Net worth as at period/year end. iii. Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous expenditure not written off, as per the Restated Consolidated Statement of Assets and Liabilities , but does not include reserves created out of revaluation of assets, capital reserve, foreign currency translation reserve, write-back of depreciation as at period /year end, as per Financial Statement of Assets and Liabilities of the Company. iv. Return on Net Worth (%) for peer companies is as per their respective public company filings v. NAV is computed as the closing net worth as restated divided by Number of equity shares outstanding at the end of the financial year vi. Closing price for the peer represents closing market price of equity shares sourced from BSE as of December 19, 2025.Equity Shares for our Company have been adjusted for the effects of bonus issue, share split, and share buyback Key Performance Indicators (“KPIs”) The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for Offer Price. These KPIs have been used historically by our Company to understand and analyze our business performance. Our Company considers that the KPIs set forth below are the ones that may have a bearing for arriving at the basis for the Offer Price. The Bidders can refer to the below-mentioned KPIs, being a combination of financial and operational key financial and operational KPI, to make an assessment of our Company’s performance and make an informed decision. The KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee dated December 22, 2025 and the Audit Committee has confirmed that except as disclosed in this Draft Red Herring Prospectus, no KPIs have been disclosed by our Company to any investors at any point of time during the three years prior to the date of filing of this Draft Red Herring Prospectus. Further, the members of our Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any Promoter or member of Promoter Group or Directors in their capacity as Shareholders at any point of time during the three years prior to the date of filing of this Draft Red Herring Prospectus. The KPIs disclosed herein have been certified by our Statutory Auditor, by way of their certificate dated December 22, 2025, which certificate shall be included as part of the material documents for inspection and shall be accessible on the website of our Company at https://tonboimaging.com/main/material-documents/ as disclosed in “Material Contracts and Documents for Inspection – Material Documents” on page 497. Further, the Chief Financial Officer has certified pursuant to certificate dated December 22, 2025, the KPIs disclosed below, comprising the GAAP financial measures, Non-GAAP financial measures and operational measures. The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set forth below. Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational and/or financial performance of our Company In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review and assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Statements. Some of these KPIs 127are not defined under Ind AS and are not presented in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these KPIs should not be considered in isolation or construed as an alternative to Ind AS financial statements or as an indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it provides an additional tool for investors to use in evaluating our operating results and trends and in comparing our financial results with other companies in our industry. Set out below is the explanation of the KPIs: Key performance Indicator Explanation (“KPI”) Revenue from Operations Income earned from the Company’s core business activities, excluding other income Revenue growth Year-on-year percentage increase in revenue from operations Gross Profit Gross Profit is the profit after deduction of direct cost of goods sold from Revenues. Gross Profit Margin Gross Profit Margin is an indicator of the profitability of our products and is a measure of how we price our products relative to costs of manufacturing. EBITDA EBITDA is the operational profit after meeting direct cost of goods sold, employee costs and other operating expenses but before financing costs and depreciation & amortization EBITDA Margin EBITDA margin is an indicator of the operational profitability of our business. PAT Net profit earned after deducting all expenses and taxes PAT Margin PAT Margin is an indicator of the overall profitability of the business and is a function of scale, operational efficiency and financial efficiency. ROCE % ROCE measures the profits generated from capital employed and is a measure of capital efficiency (whether debt or equity) ROE % ROE measures the profits attributable to shareholders Net Tangible Fixed Asset Turnover Net tangible fixed asset turnover is a measure of capital intensity of the business. (x) Working Capital Days Measure of working capital used in the business such as inventory and trade receivables net of trade payables. Export Share % in Revenue Revenue generated from export as a percentage of total revenue from operations Revenue Split by Products Revenue from Operations is broken down into platform, tactical and other product Categories types (Tactical, Platforms and Others) 1) Tactical Systems – Our tactical systems are electro-optical sights offering dismounted soldiers’ observation and targeting capabilities. 2) Our platform systems are designed to be integrated into surveillance, reconnaissance and targeting platforms. 3) Others include OEM component sales Confirmed Order Book Represents the total value of confirmed customer orders yet to be fulfilled Orderbook Split – By Region Represents the total value of confirmed customer orders yet to be fulfilled broken down into domestic and export Orderbook Split – By Product Represents the total value of confirmed customer orders yet to be fulfilled broken Categories (Tactical, Platforms and down into platform, tactical and other product types Others) 128Details of our KPIs as of and for the three months ended June 30, 2025 and the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023, is set out below: Sr. No. Key Performance Units For the period ended For the period ended For the period ended for the period ended Indicators (KPIs) June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Financial Metrics 1 Revenue from ₹ million 686.77 4,690.80 4,281.89 968.28 Operations(1) 2 Revenue Growth(2) % NA 9.55 342.22 NA 3 Gross Profit(3) ₹ million 340.04 2,644.69 2,082.60 380.22 4 Gross Profit Margin (4) % 49.51 56.38 48.64 39.27 5 EBITDA(5) ₹ million 149.69 1,390.67 1,123.24 102.24 6 EBITDA Margin(6) % 21.80 29.65 26.23 10.56 7 PAT(7) ₹ million 54.31 727.60 685.43 11.81 8 PAT Margin(8) % 7.68 15.34 15.87 1.19 9 ROCE %(9) % 1.92* 27.36 67.76 14.33 10 ROE %(10) % 1.10* 20.20 52.72 4.02 11 Net Tangible Fixed Asset Times 2.78* 19.16 89.47 31.18 Turnover (x)(11) 12 Working Capital Days(12) No of Days 493# 280 152 211 Operational measures 13 Export Share % in % 6.54 65.52 48.61 18.66 Revenue(13) 14 Revenue Split (Tactical) ₹ million 381.06 3,622.96 3,592.69 792.87 (14) 15 Revenue Split (Platform) ₹ million 296.69 1,010.53 127.00 41.87 (15) 16 Revenue Split (Others) (16) ₹ million - 10.32 110.39 2.25 17 Confirmed Order Book(17) ₹ million 1,817.02 2,186.08 5,631.44 2,068.89 18 Orderbook Split ₹ million 1,779.08 2,127.05 2,595.91 1,873.87 (Domestic) (18) 19 Orderbook Split ₹ million 37.95 59.03 3,035.53 195.01 (International) (19) 20 Orderbook Split (Tactical) ₹ million 451.11 698.17 3,367.63 1,683.43 (20) 21 Orderbook Split (Platform) ₹ million 1,255.37 1,487.76 2,263.81 275.07 (21) 22 Orderbook Split (Others) ₹ million 110.55 0.15 - 110.39 (22) * Not Annualized for the period ended June 30, 2025. #Working Capital Days have been calculated basis 91 days for the period ended June 30, 2025. Source: 129Financials of our Company are taken from Restated Consolidated Financial Statements. Notes: 1. Revenue from Operations means the Revenue from Operations for the year / period as appears in the Restated Consolidated Financial Statements. 2. Revenue Growth is calculated as a percentage of Revenue from Operations for current year minus Revenue from Operations for previous year divided by Revenue from Operations for previous year multiplied by 100. 3. Gross Profit is calculated as Revenue From Operation minus COGS; COGS is calculated as Cost of Materials Consumed plus Changes In Inventories of Finished Goods for the relevant period / year. 4. Gross Profit Margin is calculated as Gross Profit divided by Revenue from Operations. 5. EBITDA is calculated as Profit / (Loss) before Exceptional and Extraordinary items and Tax plus Finance Cost, Depreciation and Amortisation minus Other Income. 6. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations. 7. PAT is Restated Profit for the year, net of tax as per Restated Consolidated Financial Statements. 8. PAT Margin is calculated as Restated Profit for the year, net of tax divided by Total Income. 9. Return on Capital Employed (ROCE) % is calculated as Earnings before Interest and Taxes (‘EBIT’) divided by Capital Employed; EBIT is calculated as EBITDA minus Depreciation and Amortization; Capital Employed is calculated as Total Equity minus Intangible Assets plus Long Term and Short Term Borrowings and Deferred Tax Liability. 10. Return on Equity (ROE) % is calculated as Restated Profit for the year, net of tax divided by Average Shareholder’s Equity; Average Shareholder’s Equity is calculated as Total Equity as of the current year / period plus Total Equity as of the previous year / period divided by 2. 11. Net Tangible Fixed Asset Turnover is calculated as Revenue from Operations divided by Property, Plant and Equipment for the relevant period / year. 12. Working Capital Days is calculated as Inventory Turnover Days plus Trade Receivable Days minus Trade Payable Days. Inventory Days is calculated as Average Inventories divided by Cost of Goods Sold multiplied by number of days for the period / year. Trade Receivables Days is calculated as Average Trade Receivables divided by Revenue from Operations multiplied by number of days in the period / year. Trade Payables Days is calculated as Average Trade Payables divided by Purchases and Incidental Expenses multiplied by number of days in the period / year. 13. Export Share % in Revenue is calculated as Exports Sales divided by Revenue from Operations for the relevant period / year. 14. Revenue Split (Tactical) represents the revenue from Tactial Product Category at the end of relevant period / year. 15. Revenue Split (Platform) represents the revenue from Platform Product Category at the end of relevant period / year. 16. Revenue Split (Others) represents the revenue from Others Product Category at the end of relevant period / year. ‘Others’ include OEM component sales. 17. Confirmed Order Book is the total value of confirmed customer orders yet to be fulfilled at the end of relevant period / year. 18. Orderbook Split (Domestic) represents the total value of confirmed domestic customer orders at the end of relevant period / year. 19. Orderbook Split (International) represents the total value of confirmed international customer orders at the end of relevant period / year. 20. Orderbook Split (Tactical) represents the confirmed orderbook from Tactial Product Category at the end of relevant period / year. 21. Orderbook Split (Platform) represents the confirmed orderbook from Platform Product Category at the end of relevant period / year. 22. Orderbook Split (Others) represents the confirmed orderbook from Other product Category at the end of the relevant period/ year. 130Comparison of our KPIs with listed industry peers for the Financial Years indicated below Set forth below is a comparison of our KPIs with our peer group companies listed in India: Comparison of KPIs with Industry Peers As at and for the period ended June 30, 2025 Sr. No. Key Performance Units Our Company Paras Defence Data Patterns Astra Microwave Zen Technologies Bharat Indicators (KPIs) and Space (India) Limited Products Limited Limited Electronics Technologies Limited Limited Financial Metrics 1 Revenue from ₹ million 686.77 931.90 993.30 1,997.25 1,582.19 44,397.40 Operations 2 Revenue Growth % NA NA NA NA NA NA 3 Gross Profit ₹ million 340.04 NA 792.00 930.00 NA NA 4 Gross Profit Margin % 49.51 NA 79.73 46.56 NA NA 5 EBITDA ₹ million 149.69 NA 321.00 410.00 647.00 NA 6 EBITDA Margin % 21.80 NA 32.00 20.50 40.90 NA 7 PAT ₹ million 54.31 142.70 255.00 162.74 530.75 9,690.50 8 PAT Margin % 7.68 14.93 23.21 8.20 29.48 21.05 9 ROCE % % 1.92* NA NA NA NA NA 10 ROE % % 1.10* NA NA NA NA NA 11 Net Tangible Fixed Times 2.78* NA NA NA NA NA Asset Turnover (x) 12 Working Capital Days No of Days 493# NA NA NA NA NA Operational measures 13 Export Share % in % 6.54 NA 10.00 10.00 NA NA Revenue 14 Revenue Split ₹ million 381.06 NA NA NA NA NA (Tactical) 15 Revenue Split ₹ million 296.69 NA NA NA NA NA (Platform) 16 Revenue Split (Others) ₹ million - NA NA NA NA NA 17 Confirmed Order Book ₹ million 1,817.02 NA 8,140.00 18,910.00 7,545.60 NA 18 Orderbook Split ₹ million 1,779.08 NA NA 17,380.00 6,371.50 NA (Domestic) 19 Orderbook Split ₹ million 37.95 NA NA 1,530.00 1,174.10 NA (International) 20 Orderbook Split ₹ million 451.11 NA NA NA NA NA (Tactical) 131Sr. No. Key Performance Units Our Company Paras Defence Data Patterns Astra Microwave Zen Technologies Bharat Indicators (KPIs) and Space (India) Limited Products Limited Limited Electronics Technologies Limited Limited 21 Orderbook Split ₹ million 1,255.37 NA NA NA NA NA (Platform) 22 Orderbook Split ₹ million 110.55 NA NA NA NA NA (Others) As at and for the period ended March 31, 2025 Sr. No. Key Performance Units Our Company Paras Defence and Data Patterns Astra Microwave Zen Technologies Bharat Indicators (KPIs) Space (India) Limited Products Limited Limited Electronics Technologies Limited Limited Financial Metrics 1 Revenue from ₹ million 4,690.80 3,646.61 7,083.50 10,511.79 9,736.42 2,37,687.50 Operations 2 Revenue Growth % 9.55 43.85 36.27 15.66 121.36 17.27 3 Gross Profit ₹ million 2,644.69 NA 4,323.00 4,740.00 NA NA 4 Gross Profit Margin % 56.38 NA 61.03 45.09 NA NA 5 EBITDA ₹ million 1,390.67 972.03 2,750.00 2,690.19 3,830.30 67,680.00 6 EBITDA Margin % 29.65 28.00 38.82 25.59 39.34 29.00 7 PAT ₹ million 727.60 614.92 2,218.10 1,535.09 2,993.35 53,226.80 8 PAT Margin % 15.34 16.50 31.30 14.60 29.00 23.00 9 ROCE % % 27.36 13.28 18.00 16.53 20.78 39.22 10 ROE % % 20.20 11.70 16.00 13.93 24.55 29.56 11 Net Tangible Fixed Times 19.16 NA NA NA NA NA Asset Turnover (x) 12 Working Capital Days No of Days 280 NA 428 NA NA NA Operational measures 13 Export Share % in % 65.52 14.59 15.00 10.00 37.97 3.86 Revenue 14 Revenue Split ₹ million 3,622.96 NA NA NA NA NA (Tactical) 15 Revenue Split ₹ million 1,010.53 NA NA NA NA NA (Platform) 16 Revenue Split (Others) ₹ million 10.32 NA NA NA NA NA 17 Confirmed Order Book ₹ million 2,186.08 9,280.00 7,298.00 19,515.30 6,919.40 7,16,500.00 18 Orderbook Split ₹ million 2,127.05 NA NA 17,795.30 6,163.70 NA (Domestic) 132Sr. No. Key Performance Units Our Company Paras Defence and Data Patterns Astra Microwave Zen Technologies Bharat Indicators (KPIs) Space (India) Limited Products Limited Limited Electronics Technologies Limited Limited 19 Orderbook Split ₹ million 59.03 NA NA 1,720.00 755.70 NA (International) 20 Orderbook Split ₹ million 698.17 NA NA NA NA NA (Tactical) 21 Orderbook Split ₹ million 1,487.76 NA NA NA NA NA (Platform) 22 Orderbook Split ₹ million 0.15 NA NA NA NA NA (Others) As at and for the period ended March 31, 2024 Sr. No. Key Performance Units Our Company Paras Defence and Data Patterns Astra Microwave Zen Technologies Bharat Electronics Indicators (KPIs) Space (India) Limited Products Limited Limited Limited Technologies Limited Financial Metrics 1 Revenue from ₹ million 4,281.89 2,534.98 5,198.00 9,088.20 4,398.52 2,02,682.40 Operations 2 Revenue Growth % 342.22 13.97 14.63 11.44 100.99 14.86 3 Gross Profit ₹ million 2,082.60 NA 3,547.00 3,630.00 NA NA 4 Gross Profit Margin % 48.64 NA 68.24 39.94 NA NA 5 EBITDA ₹ million 1,123.24 510.55 2,216.20 1,920.00 1,848.50 49,980.00 6 EBITDA Margin % 26.23 22.00 42.64 21.13 42.03 25.00 7 PAT ₹ million 685.43 300.38 1,816.90 1,210.66 1,295.04 39,852.40 8 PAT Margin % 15.87 11.47 35.00 13.30 28.48 20.00 9 ROCE % % 67.76 9.79 16.00 15.85 40.56 36.44 10 ROE % % 52.72 7.96 15.00 13.93 33.47 27.10 11 Net Tangible Fixed Times 89.47 NA NA NA NA NA Asset Turnover (x) 12 Working Capital Days No of Days 152 NA 432 NA NA NA Operational measures 13 Export Share % in % 48.61 16.28 6.20 32.00 18.62 3.86 Revenue 14 Revenue Split ₹ million 3,592.69 NA NA NA NA NA (Tactical) 15 Revenue Split ₹ million 127.00 NA NA NA NA NA (Platform) 16 Revenue Split (Others) ₹ million 110.39 NA NA NA NA NA 17 Confirmed Order Book ₹ million 5,631.44 6,300.00 10,831.00 19,560.00 14,019.74 7,59,340.00 13318 Orderbook Split ₹ million 2,595.91 NA NA 17,300.00 9,648.24 NA (Domestic) 19 Orderbook Split ₹ million 3,035.53 NA NA 2,260.00 4,371.50 NA (International) 20 Orderbook Split ₹ million 3,367.63 NA NA NA NA NA (Tactical) 21 Orderbook Split ₹ million 2,263.81 NA NA NA NA NA (Platform) 22 Orderbook Split ₹ million - NA NA NA NA NA (Others) As at and for the period ended March 31, 2023 Sr. No. Key Performance Units Our Company Paras Defence Data Patterns Astra Microwave Zen Technologies Bharat Indicators (KPIs) and Space (India) Limited Products Limited Limited Electronics Technologies Limited Limited Financial Metrics 1 Revenue from ₹ million 968.28 2,224.26 4,534.50 8,155.16 2,188.46 1,76,462.00 Operations 2 Revenue Growth % NA NA NA NA NA NA 3 Gross Profit ₹ million 380.22 NA 2,825.00 2,970.00 NA NA 4 Gross Profit Margin % 39.27 NA 62.30 36.42 NA NA 5 EBITDA ₹ million 102.24 567.41 1,718.10 1,480.00 726.11 40,480.00 6 EBITDA Margin % 10.56 25.51 37.89 18.15 35.32% 23.00 7 PAT ₹ million 11.81 359.40 1,240.00 698.30 499.68 29,862.40 8 PAT Margin % 1.19 15.58 27.34 8.60 22.10 17.00 9 ROCE % % 14.33 12.24 22.00 15.65 17.33 33.15 10 ROE % % 4.02 9.09 14.24 12.34 12.32 23.52 11 Net Tangible Fixed Times 31.18 NA NA NA NA NA Asset Turnover (x) 12 Working Capital Days No of Days 211 NA 427 NA NA NA Operational measures 13 Export Share % in % 18.66 15.47 15.96 40.00 35.37 2.28 Revenue 14 Revenue Split ₹ million 792.87 NA NA NA NA NA (Tactical) 15 Revenue Split ₹ million 41.87 NA NA NA NA NA (Platform) 16 Revenue Split (Others) ₹ million 2.25 NA NA NA NA NA 17 Confirmed Order Book ₹ million 2,068.89 3,930.10 9,241.00 15,440.00 4,728.16 6,06,900.00 13418 Orderbook Split ₹ million 1,873.87 NA NA 11,800.00 NA NA (Domestic) 19 Orderbook Split ₹ million 195.01 NA NA 3,640.00 NA NA (International) 20 Orderbook Split ₹ million 1,683.43 NA NA NA NA NA (Tactical) 21 Orderbook Split ₹ million 275.07 NA NA NA NA NA (Platform) 22 Orderbook Split ₹ million 110.39 NA NA NA NA NA (Others) * Not Annualized for the period ended June 30, 2025. #Working Capital Days have been calculated basis 91 days for the period ended June 30, 2025. Notes related to the listed peers: 1. All the financials for the industry peers mentioned above are on a consolidated basis (unless called out otherwise in notes) and is sourced from the annual reports, audited financial results and investor presentations as available of the respective company for the relevant period / year submitted to the Stock Exchanges except for Data Patterns (India) Limited. where all metrics are on a standalone basis. NA refers to Not Available where the financial information is unavailable i.e. not reported by the listed peers in either their annual reports, audited financial results and investor presentations as submitted to the Stock Exchanges. 2. Revenue Growth is calculated as a percentage of Revenue from Operations for current year minus Revenue from Operations for previous year divided by Revenue from Operations for previous year multiplied by 100 for Paras Defence and Space Technologies Limited, Data Patterns (India) Limited, Astra Microwave Products Limited, Zen Technologies Limited and Bharat Electronics Limited. 3. Gross Profit % is calculated as Gross Profit divided by Revenue from Operations for Paras Defence and Space Technologies Limited, Data Patterns (India) Limited, Astra Microwave Products Limited, Zen Technologies Limited and Bharat Electronics Limited. 4. EBITDA % is calculated as EBITDA divided by Revenue from Operations for Paras Defence and Space Technologies Limited, Data Patterns (India) Limited, Astra Microwave Products Limited, Zen Technologies Limited and Bharat Electronics Limited. 5. PAT Margin is calculated as Profit for the year divided by Total Income for Paras Defence and Space Technologies Limited, Data Patterns (India) Limited, Astra Microwave Products Limited, Zen Technologies Limited and Bharat Electronics Limited. 6. ROE % and ROCE % for Astra Microwave Products Limited and Bharat Electronics Limited are on standalone basis for relevant period / year. Notes related to our Company: 1. Revenue from Operations means the Revenue from Operations for the year / period as appears in the Restated Consolidated Financial Statements. 2. Revenue Growth is calculated as a percentage of Revenue from Operations for current year minus Revenue from Operations for previous year divided by Revenue from Operations for previous year multiplied by 100. 3. Gross Profit is calculated as Revenue From Operation minus COGS; COGS is calculated as Cost of Materials Consumed plus Changes In Inventories of Finished Goods for the relevant period / year. 4. Gross Profit % is calculated as Gross Profit divided by Revenue from Operations. 5. EBITDA is calculated as Profit / (Loss) before Exceptional and Extraordinary items and Tax plus Finance Cost, Depreciation and Amortisation minus Other Income. 6. EBITDA % is calculated as EBITDA divided by Revenue from Operations. 7. PAT is Restated Profit for the year, net of tax as per Restated Consolidated Financial Statements. 8. PAT Margin is calculated as Restated Profit for the year, net of tax divided by Total Income. 9. Return on Capital Employed (ROCE) % is calculated as Earnings before Interest and Taxes (‘EBIT’) divided by Capital Employed; EBIT is calculated as EBITDA minus Depreciation and Amortization; Capital Employed is calculated as Total Equity minus Intangible Assets plus Long Term and Short Term Borrowings and Deferred Tax Liability. 10. Return on Equity (ROE) % is calculated as Restated Profit for the year, net of tax divided by Average Shareholder’s Equity; Average Shareholder’s Equity is calculated as Total Equity as of the current year / period plus Total Equity as of the previous year / period divided by 2. 11. Net Tangible Fixed Asset Turnover is calculated as Revenue from Operations divided by Property, Plant and Equipment for the relevant period / year. 12. Working Capital Days is calculated as Inventory Turnover Days plus Trade Receivable Days minus Trade Payable Days. Inventory Days is calculated as Average Inventories divided by Cost of Goods Sold multiplied by number of days for the period / year. Trade Receivables Days is calculated as Average Trade Receivables divided by Revenue from Operations multiplied by number of days in the period / year. Trade Payables Days is calculated as Average Trade Payables divided by Purchases and Incidental Expenses multiplied by number of days in the period / year. 13513. Export Share % in Revenue is calculated as Exports Sales divided by Revenue from Operations for the relevant period / year. 14. Revenue Split (Tactical) represents the revenue from Tactial Product Category at the end of relevant period / year. 15. Revenue Split (Platform) represents the revenue from Platform Product Category at the end of relevant period / year. 16. Revenue Split (Others) represents the revenue from Others Product Category at the end of relevant period / year. ‘Others’ include OEM component sales. 17. Confirmed Order Book is the total value of confirmed customer orders yet to be fulfilled at the end of relevant period / year. 18. Orderbook Split (Domestic) represents the total value of confirmed domestic customer orders at the end of relevant period / year. 19. Orderbook Split (International) represents the total value of confirmed international customer orders at the end of relevant period / year. 20. Orderbook Split (Tactical) represents the confirmed orderbook from Tactial Product Category at the end of relevant period / year. 21. Orderbook Split (Platform) represents the confirmed orderbook from Platform Product Category at the end of relevant period / year. 22. Orderbook Split (Others) represents the confirmed orderbook from Others Product Category at the end of relevant period / year. 136The KPIs set out above are not standardised terms and accordingly a direct comparison of such KPIs between companies may not be possible. Other companies may calculate such KPIs differently from us. Comparison of KPIs based on additions or dispositions to our business (g) Our Company has not made any additions or dispositions to its business during the six months period ended June 30, 2025, and the Fiscals 2025, 2024 and 2023. Weighted average cost of acquisition, Floor Price and Cap Price 1. Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued under an employee stock option scheme and issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Primary Issuances”) Date of allotment Name of allottee Nature of Nature of allotment Cost per consideration Equity Share (including securities premium) March 27, 2025 Vinimaya Advisory LLP Cash Private Placement 250.00 March 27, 2025 Artiman Ventures Select 2014 Cash Private Placement 250.00 L.P. March 27, 2025 Artiman Ventures Select 2014 Cash Private Placement 250.00 Principals Fund L.P. March 27, 2025 Amit Dilip Shah Cash Private Placement 250.00 March 27, 2025 Tiruvidaimarudhur Srivatsan Cash Private Placement 250.00 Sivashankar and Meera Sivashankar March 27, 2025 Florintree Flowtech LLP Cash Private Placement 250.00 March 27, 2025 Yali Deeptech Fund I Cash Private Placement 250.00 March 27, 2025 Tenacity Ventures Fund I Cash Private Placement 250.00 March 27, 2025 Export Import Bank of India Cash Private Placement 250.00 March 27, 2025 Pranav Parikh Cash Private Placement 250.00 March 27, 2025 Paramjit Singh Cash Private Placement 250.00 March 27, 2025 CEAQ India N.A. Conversion into equity N.A.^ shares March 27, 2025 CEAQ Singapore N.A. Conversion into equity N.A.^ shares March 27, 2025 Black Soil India Credit Fund N.A. Conversion into equity N.A.^ shares March 27, 2025 Black Soil Capital Private Limited N.A. Conversion into equity N.A.^ shares March 27, 2025 HBL Engineering Limited N.A. Conversion into equity N.A.^ shares March 27, 2025 Artiman Partners LLC N.A. Conversion into equity N.A.^ shares March 27, 2025 Artiman Ventures Select 2014 N.A. Conversion into equity N.A.^ L.P. shares March 27, 2025 Artiman Ventures Select 2014 N.A. Conversion into equity N.A.^ Principals Fund L.P. shares March 27, 2025 Amit Dilip Shah* N.A. Conversion into equity N.A.^ shares March 27, 2025 Ramesh Radhakrishnan N.A. Conversion into equity N.A.^ shares March 27, 2025 Meghaa Karnani$ N.A. Conversion into equity N.A.^ shares March 27, 2025 SSV Advisory Services LLP N.A. Conversion into equity N.A.^ shares 137Date of allotment Name of allottee Nature of Nature of allotment Cost per consideration Equity Share (including securities premium) March 27, 2025 Vinimaya Advisory LLP N.A. Conversion into equity N.A.^ shares March 27, 2025 Tiruvidaimarudhur Srivatsan N.A. Conversion into equity N.A.^ Sivashankar and Meera shares Sivashankar March 27, 2025 Neville Manuel Fernandes and N.A. Conversion into equity N.A.^ Mellita Fernandes shares March 27, 2025 Nitin Agarwal (HUF) N.A. Conversion into equity N.A.^ shares March 27, 2025 Anand Ladsariya N.A. Conversion into equity N.A.^ shares March 27, 2025 Shereen Bhan N.A. Conversion into equity N.A.^ shares Weighted average cost of acquisition 75.50 #As certified by our Statutory Auditor, by way of their certificate dated December 22, 2025. *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. $Meghaa Karnani is the registered owner and Palita Associates is the beneficial owner of the Equity Shares. @Tiruvidaimurudhur Srivatsan Sivashankar holds 249,900 Equity Shares jointly with Meera Sivashankar and 353,500 Equity Shares in his individual capacity. ^ Allotted pursuant to conversion of (a) 96,173 Series A CCPS into 96,173 equity shares in the ratio of 1:1; (b) 153,350 Series B CCPS into 153,350 equity shares in the ratio of 1:1; (c) 3,044 Series B1 CCPS into 2,206 equity shares in the ratio of 1:0.7244; (d) 112,156 Series C CCPS into 81,630 equity shares in the ratio of 1:0.7278 and (e) 44,858 Series C1 CCPS into 30,999 equity shares in the ratio of 1:0.6911 in accordance with the terms of the Shareholders’ Agreement. The consideration for such equity shares (issued pursuant to conversion of the preference shares) was paid at the time of issuance of such preference shares. 2. Price per share of the Company (as adjusted for corporate actions, including split, bonus issuances) based on secondary sale or acquisition of equity shares or convertible securities (excluding gifts) involving our Promoters, members of our Promoter Group and/or any shareholders of the Company with rights to nominate directors during the 18 months preceding the date of filing of this Draft Red Herring Prospectus, where the acquisition or sale is equal to or more than 5% of the fully diluted paid- up share capital of our Company (calculated based on the pre-Offer capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”) Not Applicable Weighted average cost of acquisition, Floor Price and Cap Price The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition based on Primary Issuances and Secondary Transactions as disclosed below: Past transactions Weighted average cost of Floor Price Cap Price acquisition per Equity Share ₹[●]* ₹[●]* (₹)# Weighted average cost of acquisition of Primary 75.50 [●] [●] Issuances Weighted average cost of acquisition of Secondary [●] [●] [●] Transactions * To be updated at the Prospectus stage. # Adjusted for bonus and sub-division of equity shares. Detailed explanation for Offer Price/ Cap Price being [●] times of weighted average cost of acquisition of primary issuances /secondary transactions of Equity Shares (as disclosed above) along with our Company’s KPIs and financial ratios for Fiscals 2025, 2024 and 2023 [●]* * To be included on finalisation of Price Band. 138Explanation for the Offer Price/Cap Price, being [●] times of weighted average cost of acquisition of primary issuances/secondary transactions of Equity Shares (as disclosed above) in view of the external factors which may have influenced the pricing of the Offer [●]* *To be included on finalisation of Price Band. The Offer Price is [●] times of the face value of the Equity Shares The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLMs, on the basis of market demand from Bidders for Equity Shares, as determined through the Book Building Process, and is justified in view of the above qualitative and quantitative parameters. Bidders should read the above-mentioned information along with “Risk Factors”, “Our Business” and “Restated Consolidated Financial Statements” on pages 33, 233 and 302, respectively, to have a more informed view. The trading price of the Equity Shares of our Company could decline due to the factors mentioned in “Risk Factors” on page 33 and you may lose all or part of your investments. 139STATEMENT OF SPECIAL TAX BENEFITS STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO TONBO IMAGING INDIA LIMITED INCORPORATED IN INDIA AND SHAREHOLDERS OF THE COMPANY UNDER THE APPLICABLE DIRECT AND INDIRECT TAX LAWS IN INDIA To, The Board of Directors Tonbo Imaging India Limited (Formerly known as Tonbo Imaging India Private Limited) No 3, Chikkayellappa Tower-II, 1st C Main, Sarjapura Main Road, Jakkasandra Extension, Chikkayellappa Industrial Layout, Bengaluru 560 034, Karnataka, India Dear Sirs/ Madams, Sub: Statement of Possible Special Tax Benefits available to Tonbo Imaging India Limited incorporated in India and Shareholders of the Company under the applicable Direct and Indirect tax laws in India. 1. We hereby confirm that the enclosed Annexure 1 and Annexure 2 (together referred as the "Annexures"), prepared by Tonbo Imaging India Limited (Formerly known as Tonbo Imaging India Private Limited) (the “Company”), provides the special tax benefits available to the Company and to the Shareholders of the Company under: • the Income-tax Act, 1961 read with rules, circulars, and notifications there under (the "Act") as amended by the Finance Act, 2025, i.e. applicable for the Financial Year 2025-26 relevant to the assessment year 2026-27, presently in force in India (together, the "Direct Tax Laws") (Annexure 1); and • the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable State Goods and Services Tax Act, 2017 read with rules, circulars, and notifications (collectively referred as "GST Acts"), the Customs Act, 1962 ("Customs Act") and the Customs Tariff Act, 1975 ("Tariff Act") read with rules, circulars, and notifications as amended by the Finance Act 2025, i.e., applicable for the Financial Year 2025-26, presently in force in India (collectively referred as "Indirect Tax Laws") (Annexure 2). The Direct Tax laws and Indirect Tax laws as defined above, are collectively referred to as the "Tax Laws". 2. Several of these benefits are dependent on the Company or its shareholders in India fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company and / or its shareholders in India to derive the special tax benefits is dependent upon their fulfilling such conditions which, based on business imperatives the Company incorporated in India faces in the future, the Company, or its shareholders in India respectively may or may not choose to fulfil. We are neither suggesting nor advising the investors to invest in the Offering relying on this Statement. 3. The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated is the responsibility of the Company's management. We are informed that this statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the proposed initial public offering through sale of equity shares of face value Rs. 2 (Two) each by certain shareholders of the Company (the "Offering"). 4. We do not express any opinion or provide any assurance as to whether: • the Company or its shareholders will continue to obtain these benefits in future; • the conditions prescribed for availing the benefits have been / would be met with; and • the revenue authorities / courts will concur with the views expressed herein. 1405. We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes (Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of Charted Accountants of India. 6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that perform Audits and Reviews of Historical Financial information, and Other Assurance and Related Services Engagements. 7. This statement has been prepared solely in connection with the proposed initial public offering of equity shares of the Company under the SEBI ICDR Regulations. We hereby give consent to include this statement of special tax benefits and the enclosed annexure regarding the tax benefits available to Company and its shareholders in the Draft Red Herring Prospectus (“DRHP”) for the proposed initial public offer of equity shares which the Company intends to submit to the Securities and Exchange Board of India and the National Stock Exchange of India Limited and BSE Limited (the “Stock Exchanges”) where the equity shares of the Company are proposed to be listed, as applicable, and in any other material used in connection with the Offer, and it is not to be used, referred to or distributed for any other purpose without our prior written consent. We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013, read with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and included in the DRHP, of the Company or in any other documents in connection with the Offer. 8. We also consent to the inclusion of this letter as a part of “Material Contracts and Documents for Inspection” in connection with this Offer, which will be available for public for inspection from date of the filing of the RHP until the Bid / Offer Closing Date. 9. This certificate may be relied on by the Company, book running lead managers, their affiliates and the legal counsel in relation to the Offer. We undertake to immediately update you, in writing, of any changes in the abovementioned information until the date the Equity Shares issued pursuant to the Offer commence trading on the recognized stock exchanges. In the absence of any such communication, you may assume that there is no change in respect of the matters covered in this certificate until the date the Equity Shares commence trading on the recognized stock exchanges. Yours faithfully, For Kalyanasundaram and Associates, Chartered Accountants Firm Registration Number: 005455S K.M. RANJITH (Partner) Membership Number: 219645 UDIN: 25219645ZSEASP5401 Place: Bangalore Date: December 21, 2025 141ANNEXURE 1 DIRECT TAX Outlined below are the special tax benefits available to the Company, and its shareholders under the Income-tax Act, 1961 (‘the Act’) as amended by the Finance Act 2025, i.e., applicable for the FY 2025-26 relevant to the AY 2026-27 presently in force in India A. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY 1. Lower corporate tax rate under section 115BAA of the Income Tax Act, 1961 A new section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the Amendment Act, 2019”) w.e.f. April 1, 2020 (A.Y. 2020-21). Section 115BAA grants an option to a domestic company to be governed by the section from a particular assessment year. If a company opts for section 115BAA of the Act, it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and education cess of 4%). Section 115BAA of the Act further provides that domestic companies availing the option will not be required to pay Minimum Alternate Tax (MAT) on their ‘book profits’ under section 115JB of the Act. However, such a company will no longer be eligible to avail specified exemptions / incentives under the Act and will also need to comply with the other conditions specified in section 115BAA. Also, if a company opts for section 115BAA, the tax credit (under section 115JAA), if any, which it is entitled to on account of MAT paid in earlier years, will no longer be available. Further, it shall not be allowed to claim set-off of any brought forward loss arising to it on account of additional depreciation and other specified incentives. The Company has evaluated and opted for the lower corporate tax rate of 25.168% (prescribed under section 115BAA of the Act) with effect from Assessment Year 2024-25. 2. Deduction in respect of inter-corporate dividends – Section 80M of the Income Tax Act, 1961 Up to 31st March 2020, any dividend paid to a shareholder by a company was liable to Dividend Distribution Tax (“DDT”), and the recipient shareholder was exempt from tax under section 10(34) of the Act. Pursuant to the amendment made by the Finance Act, 2020, DDT stands abolished, and dividend received by a shareholder on or after 1st April 2020 is liable to tax in the hands of the shareholder. The Company is required to deduct Tax Deducted at Source (“TDS”) at applicable rate specified under the Act read with applicable Double Taxation Avoidance Agreement (if any). With respect to a resident corporate shareholder, a new section 80M has been inserted in the Act to remove the cascading effect of taxes on inter-corporate dividends during FY 2020-21 and thereafter. The section provides that where the gross total income of a domestic company in any previous year includes any income by way of dividends from any other domestic company or a foreign company or a business trust, there shall, in accordance with and subject to the provisions of this section, be allowed in computing the total income of such domestic company, a deduction of an amount equal to so much of the amount of income by way of dividends received from such other domestic company or foreign company or business trust as does not exceed the amount of dividend distributed by it on or before the due date. The “due date” means the date one month prior to the date for furnishing the return of income under sub-section (1) of section 139 of the Act. 3. Buyback of shares – Section 115QA of the Income Tax Act, 1961 Any amount distributed by the Company pursuant to buyback of shares undertaken prior to October 1, 2024, from its shareholders shall be liable to buyback tax at 23.296% in the hands of the Company on distributed income (buyback price less issue price). Further, such transaction shall be exempt in the hands of the shareholders under section 10(34A) of the Act. Pursuant to amendment in Finance Act (No.2) 2024, the provisions of section 115QA shall not apply for buy back of shares which takes place on or after October 01, 2024. Thus, there would be no tax on buy back for the Company effective from October 01, 2024. 142Further, the Company is required to withhold tax at 10% provided the aggregate amount of dividend to the resident shareholders exceeds ₹ 5,000 during the financial year. Further, for non-resident shareholders tax shall be withheld at 20, subject to benefit under Double Taxation Avoidance Agreement. B. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY 1. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates for resident shareholders. Further, as per Section 115A of the Act, a non-resident (not being a company) or of a foreign company, includes any income by way of Dividend, the amount of income-tax calculated on the amount of income by way of dividends shall be at the rate of 20% subject to fulfilment of prescribed conditions under the Act. 2. In case of domestic corporate shareholders, deduction from dividend income would be available under Section 80M of the Act on fulfilling the conditions (as discussed above). Further, in case of shareholders who are individuals, Hindu Undivided Family, Association of Persons, Body of Individuals, whether incorporated or not, surcharge would be restricted to 15% (instead of peak surcharge rate of 37%), irrespective of the amount of dividend. 3. In case of dividend income earned by domestic shareholders, reported under the head “Income from other sources”, shall be computed after making deduction of a sum paid by way of interest on the capital borrowed for the purpose of investment. However, no deduction shall be allowed from the dividend income, other than deduction on account of interest expense, and in any previous year such deduction shall not exceed 20% of the dividend income under section 57 of the Act. Further, no deduction shall be available against dividend income resulting from buy-back of shares. 4. As per Section 112A of the Act, long-term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust, which takes place before July 23, 2024, shall be taxed at 10% (without indexation) of such capital gains subject to fulfilment of prescribed conditions under the Act and Notification No. 60/2018/F.O.370142/9/2017-TPL dated 1 October 2018. It is worthwhile to note that tax shall be levied where such capital gains exceed ₹ 1,00,000. Pursuant to amendment in Finance Act (No.2) 2024, long term capital gains arising from the transfer of above securities, which takes place on or after July 23, 2024 will be taxable at 12.5% (without indexation). Further, tax shall be levied where such capital gains exceed ₹ 1,25,000. 5. Section 112 of the Act provides for taxation of long-term capital gains. In case of a domestic company/ resident, amount of income-tax on long-term capital gains arising from the transfer of a capital asset which takes place before July 23, 2024 shall be computed at the rate of 20%. In case of non-resident (not being a company) or a foreign company, the amount of income-tax on long- term capital gains arising from the transfer of a capital asset (being unlisted securities or shares of a company not being a company in which the public are substantially interested), which takes place before July 23, 2024 shall be calculated at the rate of 10% without giving effect to the first and second proviso to section 48. Further, where the tax payable is payable in respect of any income arising from the transfer of a long-term capital asset, being listed securities or zero-coupon bond, which takes place before July 23, 2024 then such income will be subject to tax at the rate of 10% of the amount of capital gains before giving effect to the provisions of the second proviso to section 48. Pursuant to amendment in Finance Act (No.2) 2024, long term capital gains arising from the transfer of above securities, which takes place on or after July 23, 2024 will be taxable at 12.5% (without indexation). Further, in case of non-resident, capital gain shall be computed without giving effect to first and second proviso to section 48, except in case listed securities or zero-coupon bond, where first proviso of section 48 is available. Further, post enactment of Finance Act (No.2) 2024, capital gains arising from transfer of capital assets held for more than 12 months shall be considered as Long term capital gain, else short term capital gain. 1436. As per Section 111A of the Act, short term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust which takes place before July 23, 2024 shall be taxed at 15% subject to fulfilment of prescribed conditions under the Act. Pursuant to amendment in Finance Act (No.2) 2024, short term capital gains arising from the transfer of above securities, which takes place on or after July 23, 2024 will be taxable at 20%. 7. Any payment received by the shareholders from the Company pursuant to buyback of shares undertaken prior to October 1, 2024 shall be exempt under section 10(34A) of the Act. Pursuant to amendment in Finance Act (No.2) 2024, any payment received by the shareholders from the Company on or after October 1, 2024 on account of buy back of shares shall be taxable as dividend as per newly introduced section 2(22)(f). Also, no deduction from such dividend income shall be allowed. Further, section 46A deems full value of sale consideration of shares bought back as nil and consequently, cost of acquisition of shares bought back would be allowed as capital loss unless such shares are held as stock-in-trade. In case, such shares are held as stock-in-trade, cost of acquisition of shares bought back shall be allowed as business loss. In addition, such loss shall be allowed to be carried forward and set off, subject to provisions of section 74 and section 72 of the Act, as the case may be. 8. In respect of non-resident shareholders, the tax rates, and the consequent taxation (in relation to capital gains, dividends etc.) shall be further subject to any benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal domicile. 144ANNEXURE 2 INDIRECT TAX Outlined below are the special tax benefits available to the Company and to its shareholders under the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 / relevant State Goods and Services Tax Act, 2017 read with Rules, Circulars, and Notifications prescribed thereunder (“GST laws”), the Customs Act, 1962, the Customs Tariff Act, 1975 read with Rules, Circulars, and Notifications prescribed thereunder (“Customs law”) and the Foreign Trade (Development and Regulation) Act,1992, Foreign Trade Policy 2015-2020, Foreign Trade Policy 2023 read with Procedures, Public/ Trade Notices, and Notifications prescribed thereunder (“FTP”) (collectively referred as “Indirect Tax Laws”). A. SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY I. Benefits under the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 / relevant State Goods and Services Tax Act, 2017 read with Rules, Circulars, and Notifications prescribed thereunder 1. Benefits of zero-rated supplies under the GST laws Under the GST regime, export of goods or services or both are regarded as zero-rated supplies which can be supplied either with or without payment of Integrated Goods and Services Tax (IGST), subject to fulfilment of conditions prescribed. As per the provisions of section 16 of the Integrated Goods and Services Tax Act, 2017 read with section 54 of Central Goods and Services Tax Act, 2017, the exporter has the option either to undertake exports, a) under cover of a Bond / Letter of Undertaking (LUT) without payment of IGST and entitled to claim refund of accumulated input tax credit, subject to fulfilment of conditions prescribed for export, or b) with payment of IGST and entitled claim refund of IGST paid on such exports (except on supply of few notified goods such as Pan masala, tobacco and related products) The Company avails the aforesaid benefit of zero-rated supply. 2. Exemption from payment of tax on interest income earned from bank deposits The Company is entitled to avail exemption from payment of GST on interest income earned from bank deposits in terms of Entry No. 28(a) of the Notification No. 9/2017Integrated Tax (Rate) dated 28 June 2017, as amended from time to time. The Company avails the aforesaid exemption on the interest income earned. II. Benefits under the Foreign Trade (Development and Regulation) Act,1992, Foreign Trade Policy 2015-2020, Foreign Trade Policy 2023 read with Procedures, Public/ Trade Notices, and Notifications prescribed thereunder 1. Advance Authorisation The objective of the advance authorisation is to promote exports by allowing exporters to import raw materials and inputs without payment of customs duty. The benefit under this scheme is subject to a condition that the finished goods are exported within a stipulated time. An advance authorisation holder is exempted from payment of whole of Basic Customs Duty, and Integrated Goods and Services Tax and Compensation Cess, wherever applicable, subject to fulfilment of certain conditions. 145The Company has obtained advance authorisations during the financial year ended March 31, 2024 and financial year ending March 31, 2026 and has availed the aforementioned benefits. III. Benefits under the Customs Act, 1962, the Customs Tariff Act, 1975 read with Rules, Circulars, and Notifications prescribed thereunder 1. Authorised Economic Operator (‘AEO’) AEO is a programme under the aegis of the World Customs Organization (WCO) SAFE Framework of Standards to secure and facilitate Global Trade. The programme aims to enhance international supply chain security and facilitate movement of legitimate goods. AEO encompasses various players in the international supply chain. Under this programme, an entity engaged in international trade is approved by Customs as compliant with supply chain security standards and granted AEO status & certain benefits The Company has obtained a Tier-2 AEO certification, and it avails various benefits including: • Deferred payment of duties on import • Faster processing of consignments with reduced checks • Faster processing of refund and drawbacks B. SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY The Shareholders of the Company (in such capacity) are not entitled to any special tax benefits under the Indirect Tax Laws. 146SECTION IV: ABOUT OUR COMPANY INDUSTRY OVERVIEW Unless otherwise specified, the information in this section is derived from the industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” dated December 2025 (the “F&S Report”) which has been commissioned and paid for by our Company for an agreed fee and prepared only for the purposes of confirming our understanding of the industry exclusively in connection with the Offer. The F&S Report will be available on the website of our Company from the date of filing of the Red Herring Prospectus until the Bid/ Offer Closing Date at https://tonboimaging.com/main/industry-report/ and has also been included in “Material Contracts and Documents for Inspection – Material Documents” on page 497. F&S is an independent agency and not a related party of our Company, our Subsidiaries, Directors, Promoters, Key Managerial Personnel, Senior Management or the Book Running Lead Managers. Unless otherwise indicated, all financial, operational, industry and other related information derived from the F&S Report and included herein, all references to a “year” in this Draft Red Herring Prospectus are to a calendar year. For further details and risks in relation to commissioned reports, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.” on page 65. Global Macro-Economic Overview Overview of Global GDP In CY2025, the global economy is projected to grow at a muted pace, shaped by persistent geopolitical tensions, tariff regimes, and regional conflicts. After a post-pandemic rebound in CY2021, output has gradually slowed, with the IMF forecasting 2.8% growth in CY2025 and 3.0% in CY2026—well below the pre-pandemic average of 3.7%. The slowdown reflects tighter financial conditions, weaker trade and investment, and the disruptive impact of U.S. universal tariffs imposed in April CY2025. Advanced economies are expected to expand by just 1.4% in CY2025, led by the U.S. at 1.8%, while Europe lags at 0.8% amid energy disruptions, subdued manufacturing, and weak household consumption. Ongoing conflicts in Ukraine and the Middle East continue to weigh on trade and spending, though headline inflation is easing. Still, persistent core inflation will keep central banks cautious. Emerging markets and developing economies (EMDEs)—a category defined by the IMFto include low-and middle-income countries with developing financial markets and industrial capacity—remain the main growth engine, with output rising 3.7% in CY2025 and 3.9% in CY2026. India leads with 6.5% growth, reinforcing its role as Asia’s economic locomotive, while Southeast Asia shows resilience despite global headwinds. China’s growth, forecast at 4.6% in CY2026, remains below expectations, held back by structural property market issues and weaker external demand. Broader EMDE risks include elevated debt, currency weakness, and constrained borrowing amid tighter global financial conditions. The IMF had projected 3.3% global growth at the start of CY2025, but policy instability and trade fragmentation in the first half of the year have since lowered forecasts. Inflation is expected to average 4.3% in CY2025 and moderate to 3.6% in CY2026, remaining above target levels. To preserve stability, coordinated policy efforts, productivity reforms, and targeted financial support will be critical. Table 1: Global GDP Growth Forecasts Calendar Year (CY) World GDP Advanced Economies EMDEs (% Change) (% Change) (% Change) 2020 (2.7) (4.0) (1.7) 2021 6.6 6.0 7.0 2022 3.6 2.9 4.1 2023 3.5 1.7 4.7 2024 3.3 1.8 4.3 2025 (F) 2.8 1.4 3.7 2026 (F) 3.0 1.5 3.9 2027 (F) 3.1 1.7 4.0 Source: IMF 147GDP Growth Across Key Strategic Countries Over the past decade, the global economy has experienced sharp cycles of contraction and recovery. From CY2007–CY2016, world GDP growth averaged 3.4%, but the COVID-19 pandemic triggered a 2.7% contraction in CY2020 (advanced economies -4.0%, EMDEs -1.7%). This was followed by a sharp rebound in CY2021, with global growth of 6.6% (advanced economies +6.0%, EMDEs +7.0%). Growth Outlook of Key Economies United States: Growth is expected to slow to 1.8% in CY2025 (from 2.7% in CY2024) due to broad tariffs introduced in April CY2025, which have disrupted trade and dampened consumer spending. Despite strong labor markets and initial resilience in household demand, uncertainty and restrictive trade policies are weighing on business investment. Inflation remains elevated, requiring a cautious monetary stance. Growth is projected to stabilize near potential at 1.9% in CY2026. European Union: Output is forecast to rise only 0.8% in CY2025, reflecting persistent policy uncertainty, elevated energy costs, and weak manufacturing momentum. Germany’s industrial slowdown contrasts with relative resilience in Spain and France, supported by services and consumption. Growth could rebound to 1.4% in CY2026 if geopolitical tensions ease and consumer confidence improves. Japan: GDP is projected to expand by just 0.6% in CY2025, with a modest uptick to 0.8% in CY2026. Structural headwinds—aging demographics, tepid domestic demand, and export weakness—continue to suppress momentum. Supply chain disruptions and limited fiscal space compound constraints, even as monetary policy remains accommodative. China: Growth is expected at 4.6% in CY2025, supported by fiscal stimulus and infrastructure investment, though tariffs and supply chain realignment weigh on external demand. The real estate sector shows tentative recovery amid improved investor confidence. Output is forecast to hold at 4.5% in CY2026, underpinned by policy support and gradual strengthening of household consumption. India: Remaining the fastest-growing major economy, India is projected to sustain 6.5% growth in both CY2025 and CY2026. Expansion is driven by robust private consumption, strong public investment, and favorable demographics. Structural reforms, digital infrastructure, and improvements in the ease of doing business are reinforcing industrial and services sector momentum, cementing India’s role as a global growth leader. Growth Outlook on Key Emerging Markets Emerging markets are navigating a complex economic landscape shaped by geopolitical fragmentation, inflation volatility, and evolving investor sentiment. According to Emerging Markets Outlook CY2025, these economies are showing resilience amid global challenges, although growth projections vary by region. Latin America and the Caribbean: It is expected to grow at 2.5% in CY2025, with Brazil and Mexico showing moderate but steady performance. Inflation is stabilizing, but fiscal imbalances and external vulnerabilities continue to weigh on the region. Political uncertainty and commodity price fluctuations remain key risks. Middle East and Central Asia: It is projected to grow at a rate of 3.0% in CY2025 and is tempered by geopolitical tensions and oil production cuts. The region also faces capital flow pressures due to stronger US dollar dynamics. However, diversification efforts in Gulf economies and increased infrastructure spending provide some upside. Emerging Asia: Countries such as India, Indonesia, the Philippines, and Vietnam are poised for robust growth, with India leading at 6.6%. Flexible exchange rates and credible central bank policies have helped moderate inflation. Nonetheless, supply chain disruptions and weaker global demand could challenge exports. Sub-Saharan Africa: It is forecasted to grow by 3.8% in CY2025, benefiting from improved commodity prices and IMF-supported economic programs. However, double-digit inflation persists in countries like Nigeria, Ghana, and Zambia, driven largely by food price surges and currency depreciation. Emerging and Developing Europe: In these regions, growth is expected to remain modest at 2.1% due to the prolonged impacts of the Russia-Ukraine war. Poland and Romania have shown resilience, but energy insecurity and high inflation pose significant hurdles to sustained recovery. While emerging markets are not immune to global shifts, they are adapting through alternative trade alignments, domestic policy buffers, and increased participation in renewable energy transitions. Investor confidence is 148gradually returning, particularly in countries like India and Brazil, supported by structural reforms and stable macroeconomic management. India’s Macro-Economic Overview India enters FY2025 as one of the fastest-growing major economies, with GDP growth at 6.5% projected by both the government and RBI for FY2025–26. This resilience is striking against a backdrop of global uncertainty— geopolitical tensions, supply chain disruptions, and tighter financial conditions. Growth is underpinned by robust domestic demand, infrastructure spending, a dynamic services sector, and digital transformation. Inflation trends are mixed. Wholesale Price Index (WPI) inflation fell to 0.39% in May FY2025, a 14-month low driven by declining food prices (vegetables, cereals, edible oils). This disinflation eases input cost pressures and could soften retail prices in the coming months. By contrast, Consumer Price Index (CPI) inflation remains sticky—193.4 in Jan FY2025 rising to 196.0 in July—with persistent pressures from services and non-food categories, highlighting lagged transmission from wholesale to retail. GDP Growth in India Figure 1: IMF World Economic Outlook Database, FY2020-2025 8.0% )% 5.0% ( h tw o 2.0% rG P D -1.0% G la e R -4.0% -7.0% 2020 2021 2022 2023 2024 2025 Real GDP Growth (%) -6.6 9.1 6.8 6.3 6.5 6.4 Source: IMF India has demonstrated a strong recovery since the pandemic-induced contraction in FY2020. India’s projected GDP growth of 6.4% in FY2025 reflects strong domestic consumption, public investment, and digital expansion. The continued softening in WPI down to 0.39% in May FY2025 is likely to reduce industrial input costs, enhance profit margins in core sectors like manufacturing and construction, and support consumption. This easing inflationary environment is expected to boost real income, improve purchasing power, and strengthen the economic sentiment that supports India's growth trajectory. Public Administration, Defense, and Other Service Sector GVA Growth In India’s economy, the Public Administration, Defence and Other Services (PA-DS) sector is foundational — it accounted for 14.5% of total Gross Value Added in FY2024–25 (current prices), making it one of the largest individual contributors within the Services domain. As part of the broader Services sector, which comprised 54.9% of Gross Value Added (GVA), PA-DS alone represents over a quarter (~26%) of Services output, signaling its critical importance in delivering governance, national security, and welfare services to over a billion citizens. Key Growth Drivers in FY2024–25: • Government Spending: The Union Budget FY2025–26 allocated significant resources to defense capital outlay (~INR 1.72 lakh crore), social schemes (PM-JAY, PM-POSHAN), and IT infrastructure to enhance governance, all supporting multiplier effects across industrial supply chains. • Digital Governance Push: Expanded adoption of UMANG, Digi Locker, and API-based e-Governance modules drove administrative efficiencies and transparency, bolstering public confidence and inclusive service delivery. 149• Welfare-Oriented Schemes: Continued focus on Ayushman Bharat (PM-JAY), the National Education Mission, and skill development schemes fueled GVA growth through public-sector investments. • Defense Sector Modernization: Accelerated procurement of indigenous platforms, light combat aircraft, artillery, advanced optical sensors, surveillance payloads, and drone systems created new demand for specialized companies like Tonbo Imaging that support India’s network-centric warfare ambitions. • Urban & Rural Administration: Mission-driven programs like Smart Cities, Swachh Bharat Mission 2.0, and the e-Gram Swaraj portal streamlined last-mile service delivery and increased public-sector job creation at local levels. Figure 2: Capital Allocation FY2025–26 7.0 e 6.21 ro rC 6.0 h k a L 5.0 R N I 4.0 3.0 1.72 2.0 1.25 1.08 0.94 1.0 0.0 Ministry of Defence Defence (Capital Outlay) Ministry of Education Ministry of Health & Social Welfare, Minority (Total) Family Welfare & Tribal Affairs Source: Frost & Sullivan Analysis, Union Budget of India (April FY2025) GDP Growth Outlook in India (FY2026-2030) Figure 3: IMF World Economic Outlook, FY2026-2030 8.0% )% ( h 6.0% tw o rG P 4.0% D G la e R 2.0% 0.0% 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) Real GDP Growth (%) 6.3 6.4 6.5 6.5 6.5 Source: Frost & Sullivan Analysis, IMF Baseline forecasts point to real GDP growth of 6.3% in FY2026, 6.4% in FY2027, and 6.5% annually through FY 2028–30. Momentum is anchored by resilient domestic demand, sustained public capex, healthier bank/corporate balance sheets, and digital public infrastructure, with inflation broadly around target; key downside risks are weaker external demand, oil-price shocks, and weather-driven food inflation, while deeper reforms could lift potential growth. Geopolitical Context Key Conflicts, Wars, and Tensions Globally 150Geopolitical instability continues to define the global risk landscape in CY2025, shaping energy markets, trade corridors, defense strategies, and inflation trajectories. Several active and latent conflict areas are expected to impact global security and economic policies: • Russia–Ukraine War: Now in its fourth year, driving NATO support, sanctions, and disruptions in European energy and agricultural supply chains. • Israel–Hamas Conflict and Regional Escalations: Israel-Hamas conflict has deescalated but tensions remain. Ongoing hostilities involving Hezbollah and instability across the Red Sea, jeopardizing shipping lanes and regional security. • Indo-Pacific Tensions: Rising friction between China, Taiwan, and the United States, with heightened military drills, risks to the semiconductor supply chain, and cyber warfare threats. • India’s Border Pressures: Persistent tensions along the LoC with Pakistan and the LAC with China, with India focusing on infrastructure buildup and surveillance in high-altitude zones. • Middle East Militancy: ISIS breakaway groups in Syria/Iraq and Houthi actions in Yemen creating instability near vital shipping lanes and oil transit routes. Together, these flashpoints are redrawing defense priorities, multilateral alliances, and trade strategies across NATO, ASEAN, GCC, and QUAD nations. In recent years, geopolitical instability, such as border conflicts, rising regional tensions, and emerging non-state threats, has led to accelerated procurement through emergency purchase mechanisms and fast-track acquisitions. These mechanisms are designed to address immediate operational needs, leading to sudden spikes in demand for defence electronics. While this has created short-term demand spikes, such procurement cycles are episodic and may not be sustained if geopolitical tensions subside or governments revert to conventional, multi-year acquisition programs. The episodic nature of emergency procurement leads to fluctuations in order volumes and revenue, making it difficult for companies to forecast and plan long-term investments or resource allocation. Consequently, revenue visibility can be inconsistent, and conversion of opportunities from the broader Total Addressable Market (“TAM”) and Serviceable Addressable Market (“SAM”) often remains a prolonged, resource-intensive process in the absence of conflict-driven urgency. Key Drivers for the Rising Demand of Defense Technologies In the current global context, several key drivers have significantly shaped defense priorities and technology investments worldwide: • High-Intensity Conventional Warfare: Conflicts such as Russo-Ukraine have highlighted gaps in artillery, air defense, and logistics, spurring investments in long-range fires and integrated air-defense networks. • Asymmetric Warfare and Drone Usage: The extensive use of UAVs in Ukraine and Gaza is accelerating demand for counter-drone systems including jammers, radars, and directed-energy weapons. • Cyber Warfare and Digital Battlespace Vulnerabilities: Increasing cyber threats on infrastructure are pushing defense agencies to expand cyber-intelligence, intrusion detection, and resilient C2 networks. • Militarization of Space and Maritime Domains: Rising anti-satellite capabilities and naval activity in chokepoints are driving demand for Intelligence, Surveillance, and Reconnaissance (ISR) assets, including Electro-Optical/Infrared payloads and maritime reconnaissance systems. Rise in Global Terrorism, and Counter-Terrorism Capabililties As of CY2025, global terrorism has witnessed a significant resurgence driven by both state-sponsored actors and non-state militant groups. These actors increasingly leverage advanced technologies, decentralized networks, and hybrid warfare strategies to evade conventional security apparatuses. The complexity and reach of terrorist threats have expanded beyond traditional theaters of conflict like the Middle East and South Asia to cyberspace and urban centers worldwide. Key Regions Impacted: 151• Middle East: After the defeat of ISIS’s territorial in CY2019, ISIS splinter groups have resurfaced in Syria and Iraq, adjusting their tactics to guerrilla insurgencies and cross-border raids to maintain their presence and influence. At the same time, the Houthi militia from Yemen, which has been active since the beginning of the Yemen civil war in CY2015, has increased threats to commercial shipping and maritime security in the Red Sea, notably since CY2023, and is contributing to the upsurge of regional instability even till today. • South Asia: Persistent terrorism in Jammu & Kashmir and a resurgence of Tehrik-i-Taliban Pakistan (TTP) underscore the region's volatility. Following the Taliban’s takeover in Afghanistan, terrorist safe havens have re-emerged across border areas, increasing infiltration attempts into India and Central Asia. • Africa: Boko Haram, Al-Shabaab, and ISWAP continue to pose serious threats across Nigeria, Mali, Somalia, and other Sahel nations. These groups exploit political instability, ethnic strife, and porous borders to expand their control and influence. • Europe & North America: Developed nations face a new surge of lone-wolf attacks inspired by online extremist content and radical ideologies. Soft targets such as cultural venues, public gatherings, embassies, and transport networks remain highly vulnerable. India’s Counter Terrorism Strategy India remains a prominent target of cross-border terrorism, primarily due to its long-standing conflict with Pakistan and ongoing security challenges along its western and northern borders. This is compounded by India’s ongoing physical border tensions with China, which are driving defense agencies to enhance cyber-intelligence, intrusion detection, and resilient command-and-control capabilities. These threats have driven a sustained focus on modernization of forces, intelligence integration, and proactive counter-terrorism measures. Key Initiatives: • Modernization of Forces: Procurement of bullet-proof armored vehicles, long-endurance UAVs for continuous surveillance of border regions, and AI-enabled facial recognition at key transit points. • Strengthening Intelligence Apparatus: Upgrading of NTRO (National Technical Research Organization), bolstering multi-agency coordination hubs, and leveraging big data analytics to track suspect movements and communications. • Smart Policing & Internal Security: Expansion of CCTNS (Crime and Criminal Tracking Network & Systems), NATGRID (National Intelligence Grid), and smart city Command and Control Centers to integrate feeds from CCTV and sensors in urban areas. • Cyber Counter-Terrorism Units: Creation of specialized cyber-intelligence task forces under the MHA and defense agencies to trace digital radicalization and dismantle financing channels. India’s Geopolitical Context India’s defense posture and spending reflect evolving global requirements alongside regional challenges, especially concerning its borders with China and Pakistan. Budgetary Allocation and Modernization Focus Key Initiatives Underway: • Indigenization: Accelerating domestic production of next-generation platforms, including the Tejas Mk1A fighter jet, Dhanush howitzers, Akash surface-to-air missile systems, and Arjun MBTs. • Make in India for Defense: Strengthening strategic partnerships with countries like Israel, France, and the U.S. for technology transfers in missile systems, jet engines, and naval propulsion. This supports India’s ambitions to scale up local R&D, manufacturing, and skill development, while reducing imports. • Growth in Defense Exports: India’s defense exports surged to INR 23,622 crore in FY2024–25, up significantly from INR 1,521 crore in FY2016–17, driven by competitive pricing and demand for systems such as the BrahMos cruise missile, Pinaka multi-barrel rocket launchers, and advanced surveillance equipment. 152India’s Strategic Advantage as a Supplier • Cost-Effective Indigenous Systems: Indigenous products like the Tejas Mk1A light fighter, Pinaka rocket system, and Arjun Main Battle Tank highlight India’s engineering capabilities at competitive prices, attracting interest across Africa, Southeast Asia, and Latin America. • Neutral Strategic Posture: India’s long-standing policy of strategic autonomy allows it to supply defense hardware across different geopolitical blocs, appealing to countries diversifying their suppliers. • Vibrant Defense MSME Ecosystem: Over 15,000 Micro, Small, and Medium Enterprises (MSMEs) contribute components such as avionics, electro-optical payloads, and cybersecurity software into DRDO and DPSU supply chains. Initiatives like Atmanirbhar Bharat and Make in India encourage joint ventures and co- production with international OEMs • Emerging Competitive Edge: With ongoing investments in domestic R&D centers and dedicated defense corridors in Uttar Pradesh and Tamil Nadu, India is becoming a credible alternative to traditional suppliers in Europe and the U.S. Its exports, including advanced missiles, drones, and sensors, reinforced by competitive financing options, support India’s emergence as a stable and capable supplier to the Global South and middle- income economies. Evolution of Warfare and Industry As modern warfare adapts to new age conflicts and disruptive technologies, defense industries face a transformative phase: • Militarization of Space: Space is becoming a contested domain. Major powers deploy satellites for reconnaissance, communications, and targeting alongside anti-satellite (ASAT) capabilities. Nations must invest in space situational awareness (SSA), anti-jamming measures, and hardened satellites to ensure reliability in conflicts. • AI and Autonomous Warfare: AI-driven combat, including swarm drone attacks, autonomous wingmen supporting fighter jets, and predictive maintenance, will shape future battlefields. Military planners aim to enhance real-time target recognition, threat prioritization, and logistics responsiveness. For instance, the U.S. Air Force’s Skyborg program is working on artificial intelligence-enabled autonomous wingmen that will fly alongside piloted aircraft and perform both defensive and offensive roles. • Hybrid Warfare and Multi-Domain Operations: Future conflicts will integrate kinetic strikes with information warfare, cyberattacks, and psychological operations. Protecting power grids, financial systems, and public morale will be as critical as traditional military engagements. • Collaborative R&D and Interoperability: Alliances like QUAD, AUKUS, and I2U2 promote cooperative R&D in quantum computing, undersea warfare, AI, and hypersonic. Partner nations reduce costs and improve interoperability through co-development, cross-border consortia, and sharing intellectual property, delivering affordable, modular solutions for coalition operations. Autonomous systems are transforming modern warfare by using AI, sensor fusion, and real-time decision-making to conduct faster, safer, and more precise operations with minimal human intervention. They reduce risk to personnel by handling dangerous tasks like mine clearance, reconnaissance, and contested airspace surveillance, extend operational reach, and process data at machine speed for accurate targeting and reduced collateral damage. Capable of rapid, adaptive responses in electronic, cyber, and kinetic domains, they enable swarming tactics for resilience and mission continuity. Rather than replacing humans, autonomy shifts their role from operators to strategic decision-makers, allowing machines to manage routine, hazardous, or time-critical tasks. Going forward, the integrated systems in modern day battlefield are changing: (A) Missiles are being replaced by loitering munitions (B) Fighter aircrafts are making way for unmanned combat drones and need for counter-drone systems are becoming prevalent 153(C) Tanks and heavy infantry vehicles are being replaced by more nimble unmanned ground vehicles with autonomous weaponry Global Defence and Security Global Defense Spending (CY2014-2024) Global military expenditure reached USD 2,718.0 billion in CY2024, reflecting a 3.5% year-on-year growth in real terms—the sharpest annual increase since the end of the Cold War. This extends a ten-year expansionary cycle, with spending rising from USD 1,923.5 billion in CY2014, a 41.3% increase over the decade. Figure 4: Global Defense Spending, CY2014-2024. 3,000 2,500 s 2,000 n o illiB 1,500 $ S U 1,000 500 0 CAGR 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (2014- 2024) Global Defense Spending 1,923.5 1,915.8 1,917.4 1,938.9 1,997.3 2,073.7 2,151.0 2,182.2 2,254.9 2,386.8 2,718.0 3.5% Source: Frost & Sullivan Defense spending increased across all major regions, driven by intensifying geopolitical tensions, heightened threat perceptions, and the modernization of legacy platforms across land, air, naval, and space domains. Notably, the top five spenders—United States, China, Russia, Germany, and India—accounted for over 60% of total global outlays between CY2014-CY2024, consolidating their position as the principal actors shaping the global defense landscape. The global defense burden, defined as military expenditure as a percentage of GDP, rose from 2.1% in CY2014 to 2.5% in CY2024, marking a structural shift in fiscal priorities.Forecasted Global Defense Spending (CY2025- CY2030). Looking ahead, global defense spending is projected to rise from USD 3,414.0 billion in CY2025 to USD 4,446.1 billion by CY2030, representing a compound annual growth rate (CAGR) of 5.4% over the forecast period. This sustained increase is driven by both cyclical modernization and structural changes in threat environments and force restructuring initiatives. Figure 5: Global Defense Spending Forecast, CY2025-2030. Sources: Frost & Sullivan 5,000 4,500 4,000 3,500 s n o 3,000 illiB 2,500 $ 2,000 S U 1,500 1,000 500 0 CAGR 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2025-2030) Global Defense Spending 3,414.0 3,598.4 3,793.2 3,998.9 4,216.3 4,446.1 5.4% Source: Frost & Sullivan Global Defense Spending by Region 154Global defense spending continues to record year-on-year growth, reflecting a broad reprioritization of national budgets toward military preparedness, shaped by regional threat perceptions, alliance dynamics, and budgetary headroom. Figure 6: Global Defense Spending by Region, CY2014-CY2024. 4,000 s n 3,000 o illiB 2,000 $ S 1,000 U 0 CAGR 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (2014- 2024) Americas 1,325.6 1,333.6 1,351.4 1,370.4 1,417.1 1,480.5 1,542.8 1,546.9 1,547.2 1,597.8 1,693.7 2.5% Europe 362.2 371.5 383.1 375.6 384.8 405.1 427.4 439.7 505.0 581.5 693.0 6.7% Asia & Oceania 409.3 434.3 455.8 476.5 496.9 513.6 531.6 547.3 559.5 587.7 624.7 4.3% Middle East 192.0 168.5 141.6 152.0 157.6 149.6 140.8 153.2 161.8 158.9 179.0 -0.7% Africa 44.0 42.6 41.7 41.5 38.3 39.1 40.6 42.9 41.5 49.3 49.2 1.1% Source: Frost & Sullivan • Americas: Spent USD 1,693.7 billion, the largest share worldwide, with the U.S. accounting for over 90%. Growth in Latin America was limited, though Mexico recorded a 39% YoY increase between the CY2014- CY2024 forecast period, driven by internal security and paramilitary operations. • Asia & Oceania: Spending reached USD 624.7 billion in CY2024, with China contributing USD 317 billion (~50%) toward modernization and naval expansion. Japan, Taiwan, India, and Southeast Asian nations accelerated air, naval, and Intelligence, Surveillance, and Reconnaissance (ISR) procurement in response to maritime disputes. • Europe: Defense budgets rose 6.7% YoY to USD 693.0 billion in CY2030, the fastest growth among regions. Russia’s wartime allocation reached USD 150 billion, while NATO members, especially Germany and Poland, expanded procurement pipelines under multi-year commitments. • Middle East: Regional spending totalled USD 179.0 billion in CY2024, led by Israel (+65%, USD 45.2 billion; 8.8% of GDP), and Lebanon (+58%, USD 7.5 billion). In contrast, Iran and fiscially constrained states posted minimal or negative real-term changes. • Africa: Spending remained modest at USD 49.2 billion in CY2024, growing 1.1% between the CY2014- 2024 forecast period. North African states such as Algeria and Egypt continued force modernization, while Sub-Saharan Africa remained constrained by inflation and instability, focusing primarily on counterinsurgency and border security. Forecasted Global Defense Spending by Region (CY2025-2030) Global defense spending is projected to grow at a CAGR of 5.6% between CY2025 and CY2030, reaching USD 3,771.5 billion by the end of the period. While absolute growth is evident across all regions, differentiated trajectories reflect the variance in geopolitical risk profiles, fiscal headroom, and modernization imperatives. 155Figure 7: Global Defense Spending Forecast by Region, CY2025-CY2030. 5,000 4,000 s n o illiB 3,000 $ 2,000 S U 1,000 0 CAGR (2025- 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) 2030) Americas 1,768.2 1,846.0 1,927.2 2,012.0 2,100.5 2,193.0 4.4% Europe 740.8 791.9 846.6 905.0 967.4 1,034.2 6.9% Asia & Oceania 664.6 707.2 752.4 800.6 851.8 906.3 6.4% Middle East 189.5 200.7 212.5 225.1 238.4 252.4 5.9% Africa 50.9 52.6 54.4 56.2 58.2 60.1 3.4% Source: SIPRI, Frost & Sullivan • Americas: Spending will rise from USD 1,768.2 billion to 2,193.0 billion (CAGR 4.4%) between CY2025- CY2030, driven by U.S. investment in deterrence, cyber, and next-gen platforms. Latin America will see modest gains, focused on internal security and maritime awareness. • Asia & Oceania: Expenditure will grow from USD 664.6 billion to 906.3 billion between CY2025-CY2030 (CAGR 6.4%) amid Chinese assertiveness, cross-Strait tensions, and North Korean threats. Key contributors: China, India, Japan, and Southeast Asia, emphasizing air defense, naval expansion, Intelligence, Surveillance, and Reconnaissance (ISR), and unmanned systems. • Europe: Projected to expand from USD 740.8 billion to 1,034.2 billion between CY2025-CY2030 (CAGR 6.9%), the fastest among regions, reflecting post-Ukraine war rearmament. NATO members, especially in Central & Eastern Europe, will accelerate procurement of armored, air defense, and Intelligence, Surveillance, and Reconnaissance (ISR) systems. • Middle East: Forecast to rise from USD 189.5 billion to 252.4 billion between CY2025-CY2030 (CAGR 5.9%), led by Israel and Gulf states, with focus on air defense, counter-unmanned aerial systems (C-UAS), and hardened C2 systems amid persistent conflicts. • Africa: Expected to increase from USD 50.9 billion to 60.1 billion between CY2025-CY2030 (CAGR 3.4%). Growth will remain constrained by economic fragility, though North Africa and parts of Sub-Saharan Africa will invest in surveillance, mobility, and counter insurgency. Defense Spending in Key Growth Markets Defense spending across select strategic markets—Philippines, Jordan, Spain, and Israel—has exhibited varied trajectories in recent years, shaped by divergent security imperatives, economic bandwidth, and operational requirements. Each market presents unique opportunities in modernization, force structure transformation, and technology integration. 156Figure 8: Defense Spending across Key Markets, CY2014-CY2024. 90 80 70 s n 60 o illiB 45 00 $ S 30 U 20 10 0 CAGR 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (2014- 2024) Israel 19.0 19.3 20.3 21.2 21.4 21.6 22.5 23.2 22.2 27.5 45.3 9.1% Spain 16.7 17.8 16.5 18.2 18.9 19.1 19.1 20.0 21.6 23.8 23.9 3.6% Philippines 3.3 3.7 3.8 4.5 4.8 4.7 4.9 5.5 5.5 5.1 6.1 6.2% Jordan 1.8 1.9 2.1 2.2 2.1 2.2 2.2 2.3 2.4 2.5 2.5 3.4% Source: Frost & Sullivan Philippines • Defense spending reached USD 6.1 billion in CY2024 (1.3% of GDP) under Horizon 3 of the AFP Modernization Program. • The focus has shifted from internal security to external territorial defense, driven by maritime disputes with China. • Key procurements include BrahMos coastal missile systems, UAVs (ScanEagle, Hermes 900), C-295 Intelligence, Surveillance, and Reconnaissance (ISR) aircraft, and underwater domain awareness platforms. • Strategic cooperation expanded through agreements with the U.S., Japan, and Australia, including the Reciprocal Access Agreement with Japan and joint exercises such as Balikatan. Jordan • Defense spending stood at USD 2.5 billion in CY2024 (4.2% of GDP), with priorities on border security, counter-smuggling, and regional readiness. • Jordan continues to rely heavily on U.S. and NATO support, reinforced by a CY2021 defense cooperation agreement and the opening of a NATO liaison office in Amman in CY2024. • Procurement has focused on Raven UAVs, night vision systems, and C4Intelligence, Surveillance, and Reconnaissance (ISR) upgrades, alongside Raytheon-led border Intelligence, Surveillance, and Reconnaissance (ISR) integration trials. • Inventory recapitalization is often based on second-hand or donated platforms, with the Jordan Design and Development Bureau (JODDB) supporting upgrades for light armoured vehicles, through advanced systems remain imported. Spain • Defense spending rose to USD 23.9 billion in CY2024 (1.8% of GDP), reflecting NATO and EU readiness commitments after the Ukraine conflict. • Spending priorities include countering hybrid threats, improving expeditionary capabilities, and supporting NATO operations. • Ongoing programs include the Future Combat Air System (with France and Germany), a dedicated Space Command (established CY2023), EO/Intelligence, Surveillance, and Reconnaissance (ISR) upgrades, the MALE RPAS program, and coastal naval surveillance suites. 157• Spain’s industrial base, led by Navantia, Indra, Airbus, and GDELS-Santa Bárbara Sistemas, underpins strong capabilities in shipbuilding, defense electronics, and land systems. • Future spending is ecpected to emphasize Command, Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance (ISR) (C4Intelligence, Surveillance, and Reconnaissance (ISR)), strategic airlift, precision-guided munitions, and space defense infrastructure. Israel • Defense spending surged to USD 45.3 billion in CY2024 (4.9% of GDP, +65% year-on-year) due to multi- theatre conflicts involving Gaza, Hezbollah, Yemen, and Iran. • Israel played a pivotal role in Operation Midnight Hammer (CY2025), conducting pre-emptive strikes on Iranian air defense and nuclear facilities ahead of U.S. operations. • Procurement has prioritized force protection, precision-guided munitions, Intelligence, Surveillance, and Reconnaissance (ISR) payloads, and loitering munitions, with accelerated deployment of Electro- Optical/Infrared and AI-driven sensor systems. Key Drivers for Global Defence Spending Global defence expenditure is rising across all regions, driven by systemic shocks, evolving threats, and the need to rebuild combat mass. Below are the seven most critical forces shaping spending: Multipolar Competition and Sustained Conflict • Global Russia–Ukraine war, Israel’s multi-front campaigns, and the CY2025 India–Pakistan conflict underscore a return to high-intensity, state-on-state warfare. • China’s assertiveness in the South China Sea and around Taiwan reflects coercive diplomacy backed by military force. • Result: Higher spending on Intelligence, Surveillance, and Reconnaissance (ISR), loitering munitions, and multi-sensor Electro-Optical/Infrared suites for information-dominant warfare. Recalibrated National Defense Strategies • Budgets have pivot from counterinsurgency to long-term territorial defence, increasing spend on heavy artillery, and resilient Intelligence, Surveillance, and Reconnaissance (ISR) systems which can withstand high intensity conflicy environments. • NATO’s New Force Model and similar doctrines drive investment in AI-enabled sensor fusion, long-range strike capabilities, and high precision targeting systems. Depleted Inventories and the Rebuilding of Strategic Stockpiles • The Russia–Ukraine war exposed depleted Western munitions reserves and capacity gaps. • Nations are procuring long-ange artillery, PGMs, and millile defense systems, prioritizing affordability and mass alongisde next-gen systems. Software-Defined and Digitally Enabled Warfare • Intelligence, Surveillance, and Reconnaissance (ISR) data fusion, AI-enabled targeting, and resilient C2 networks now command a dedicated share of budgets. • Increaisng investment focus on edge computing, network-enabled remotely controlled munitions (e.g. loitering drones), and secure communications. New Acquisition Models and Institutional Reform • Agile procurement models replace slow, centralized frameworks. 158• Examples: India’s Innovations for Defence Excellence (iDEX), U.S. Defense Innovation Unit, UK’s Defense and Securuty Accelerator, and NATO’s DIANA. • Emphasis on prototyping, COTS adoption, and dual-use innovation. Workforce, Readiness, and Societal Resilience • Personnel shortfalls—especially in high-skill, technical roles—are constraining transformation, prompting reforms to career models, incentives, and training pipelines, alongside higher spend on unit readiness and availability. • Force planning now embeds societal resilience—civil infrastructure, industrial mobilization capacity, and surge logistics—into NATO-aligned force-generation models. Global Defence Modernization – Opportunity Size and Trends The global defense modernization landscape is evolving in response to mounting geopolitical uncertainty, supply chain disruption, and the urgent need for capability renewal. Between CY2025 and CY2030, global defense spending is expected to grow steadily across all regions, with cumulative annual expenditure projected to rise from USD 2,870 billion to over USD 3,771 billion by CY2030, representing a CAGR of approximately 5.6%. While baseline defense budgets continue to support personnel, operations, and legacy platforms, a growing share is being channeled toward modernization and capability transformation. Modernization as a Rising Share of Defense Budgets Modernization is taking a growing share of global defense budgets, signaling a shift from legacy maintenance to next-generation capabilities in Intelligence, Surveillance, and Reconnaissance (ISR), integrated air and missile defense, AI-enabled command, cyber resilience, and precision munitions. • United States: Over USD 315 billion (CY2024), or 45% of its budget, devoted to modernization. Priorities include the B-21 bomber, Columbia-class submarines, NGAD fighter, JADC2 integration, and hypersonic weapons. • China: Estimated spending >USD 300 billion, focused on advanced aerospace, AI-enabled Intelligence, Surveillance, and Reconnaissance (ISR), the Type 003 carrier, and YJ-21 hypersonic missiles to pursue strategic parity with the U.S. • Japan: Nearly doubled its five-year budget to USD 315 billion (CY2023–27), funding F-35s, counterstrike missiles, and space surveillance. • Germany: EUR 100 billion special fund, with F-35A, Eurofighter upgrades, and Arrow 3 missile defense. • France: EUR 413 billion (CY2024–30) under the Loi de Programmation Militaire, focused on FCAS, Aster SAMs, and Scorpion vehicles. • Israel: Despite fiscal limits, continues investing in Iron Dome, David’s Sling, loitering munitions, and battlefield digitization. By CY2030, modernization will account for 30–45% of defense budgets in advanced economies, versus 15–25% in emerging economies, where fiscal and industrial constraints slow capability development. Key Modernization Trends • Proliferation of Unmanned and Counter-Unmanned Aircraft Systems (Counter-UAS): Lessons from Ukraine have accelerated the adoption of unmanned systems and loitering munitions, and the development of cost-effective countermeasures. Investment is growing in thermal imaging, radar discrimination, and Directed Energy Systems to neutralize drone threats. These systems are increasingly used for precision targeting of high-value assets, including command nodes and mobile missile launchers, marking a shift from traditional battlefield engagements to targeted eliminations. • Digitalization of Defense Manufacturing: Across the U.S. and Europe, digitalization is fast becoming a prerequisite for defense industrial participation. Initiatives like the U.S. Defense Industrial Strategy and the 159European Defence Fund (EDF) increasingly mandate digital engineering, AI-readiness, and secure-by-design software protocols in acquisition. While not yet formalized in India, programs like iDEX and Make-II are moving toward digital-first evaluations in procurement and development partnerships. • C4Intelligence, Surveillance, and Reconnaissance (ISR) and Sensor Fusion: The demand for integrated situational awareness is leading to adoption of battlefield management systems, AI-powered Intelligence, Surveillance, and Reconnaissance (ISR) analytics, and open-standard sensor fusion architectures. Enhanced MANET communications, SATCOM, and AI-enhanced decision aids are seeing rapid deployment. • Space and Electromagnetic Warfare: The weaponization of space, proliferation of EMP-hardened systems, and satellite-based targeting and communications platforms are becoming focal points of modernization budgets. Nations are developing multi-domain awareness and deterrence capabilities leveraging SAR, multispectral sensors, and anti-jamming technologies. • Industrial Base Expansion with Tier-2/Tier-3 Participation: Primes are increasingly relying on risk- sharing partnerships with smaller firms. In regions like India and the EU, this model enables rapid development of low-cost, high-impact subsystems such as electro-optical (EO) sensors, unmanned aerial systems (UAS) components, and passive radar arrays. Strategic Trends in Modern Warfare (Defensive Systems) Modern warfare is shifting from platform-centric to network-centric operations, built on sensor fusion, AI, real- time data, and autonomous systems. Defensive priorities emphasize operational transparency, accelerated decision cycles, and machine-augmented awareness. Intelligence, Surveillance, and Reconnaissance (ISR) Intelligence, Surveillance, and Reconnaissance (ISR) underpins modern defense by delivering continuous, multi- domain situational awareness across air, land, sea, space, and cyber. It enables detection, targeting, force protection, and information dominance, making it a central pillar of multi-domain operations (MDO). Key shifts include: • From platforms to ecosystems: Intelligence, Surveillance, and Reconnaissance (ISR) is evolving from isolated platforms to integrated networks linking satellites, drones, radar, and allied systems. Countries such as the U.S., France, India, Australia, and Japan are building interoperable, service-agnostic Intelligence, Surveillance, and Reconnaissance (ISR) ecosystems. • Persistent sensing in contested zones: Hybrid satellite constellations, stratospheric high altitude pseudo- satellites (HAPS), and autonomous Intelligence, Surveillance, and Reconnaissance (ISR) drones ensure resilience against anti-satellite weapons, jamming, and restricted access. • AI, data fusion, and edge computing: AI-driven object detection, anomaly alerts, and predictive analytics shorten decision timelines. Edge processing reduces latency and bandwidth needs. • Resilience under attack: To counter Global Navigation Satellite System (GNSS) spoofing, C-UAS, and cyber jamming, Intelligence, Surveillance, and Reconnaissance (ISR) nodes now feature redundancy, LPD/frequency-agile comms, and AI-enabled failover logic. • Enabler of Multi-Domain Operations: Intelligence, Surveillance, and Reconnaissance (ISR) guides precision fires, supports cyber/electronic warfare (EW) integration, and sustains mission command in contested environments. Global examples: • U.S.: JADC2 integration with platforms like TITAN, Global Hawk, and Raytheon’s C2 suites. • Europe: FCAS cloud-based Intelligence, Surveillance, and Reconnaissance (ISR) networks linking manned and unmanned systems. • India: Netra AEW&CS, satellite fusion, and private partnerships (e.g., Tata Advanced Systems, Tonbo Imaging). 160• Australia & Japan: Intelligence, Surveillance, and Reconnaissance (ISR) interoperability through AUKUS and integration with U.S. sensor networks. Artificial Intelligence AI is becoming a defining enabler of modern defense, offering faster detection, classification, and tracking than human-led systems. It is embedded across Intelligence, Surveillance, and Reconnaissance (ISR), Command & Control (C2), EW, logistics, and kinetic operations, giving militaries tactical edge and shaping the future balance of power. Key developments include: • Architecture shift: Transition from human-in-the-loop to human-on-the-loop, where AI manages fusion, prioritization, and low-level decisions (e.g., UAS swarms, threat classification), while humans oversee confirmation and strategy. • Multi-domain situational awareness: AI fuses Intelligence, Surveillance, and Reconnaissance (ISR) streams, including Electro-Optical/Infrared, radar, Signals Intelligence (SIGINT), Electronic Intelligence (ELINT), to detect anomalies, predict intent, and prioritise threats. Examples include maritime awareness in the Indo-Pacific, counter-UAS in the Middle East, and border automation in Central Asia. • Operational decision support: AI enables course-of-action generation, sensor-to-shooter automation, and real-time wargaming, increasingly embedded in mobile command centers for distributed operations. • Autonomy: Expanding across UAV swarms (loitering munitions, battlefield mapping), Unmanned Ground Vehicle – UGV (EOD, route clearance, logistics), and Unmanned Underwater Vehicle – UUV (mine countermeasures, Intelligence, Surveillance, and Reconnaissance (ISR), ASW). These reduce risk to humans and extend reach into denied environments. Imaging Technologies Imaging technologies encompass electro-optical (EO), infrared (IR), multispectral, and hyperspectral systems that capture, process, and interpret visual and thermal data. They enable persistent, high-fidelity, all-weather visibility for Intelligence, Surveillance, and Reconnaissance (ISR), targeting, navigation, and early warning. These include night-vision devices, thermal imagers, airborne sensor pods, stabilized gimbals, and space-based cameras. The global Electro-Optical/Infrared market is projected to grow from USD 5.9 billion in CY2020 to USD 12.1 billion by CY2030 at CAGR of 7.4%, with Europe showing the fastest growth (~11.5%) and India expanding from USD 507 million to USD 1.3 billion (CAGR 9.9%). Global Electro-Optical/Infrared is growing faster than the overall defence market because passive, non-emitting sensors are far less vulnerable to jamming than active systems like radar, while providing the high-resolution, target-specific imagery modern precision warfare increasingly depends on. Leading companies—Teledyne FLIR, L3Harris, Elbit, Rafael, and Leonardo DRS—are driving advances in AI- powered image processing, wide-area surveillance, and edge-enabled sensors. Future breakthroughs are expected in quantum imaging, hyperspectral analysis, and onboard AI, positioning imaging as a force multiplier in multi- domain operations. 161Figure 9: A Forward-looking Infrared (FLIR) system on a U.S. Air Force helicopter during search and rescue operation Source: US Air Force Key developments include: • Multi-spectral fusion: Synthetic aperture radar (SAR) for all-weather coverage, hyperspectral for concealed target detection, and LIDAR/GMTI for urban mapping and GPS-denied navigation. • Miniaturization: High-performance sensors deployed on micro-UAVs, CubeSats, and autonomous maritime platforms, expanding reach and redundancy. • Real-time exploitation: Onboard AI modules and change-detection algorithms support immediate targeting and decision-making in fast-moving scenarios. • Global use cases: Border surveillance (India–China, South China Sea), counter-insurgency/urban warfare, Arctic monitoring, and space-based missile tracking. • Sovereign capability: Nations like France, South Korea, UAE, and Brazil are investing in domestic satellite imaging programs to secure access, ensure flexibility, and integrate dual-use commercial constellations. Autonomous Systems Autonomous systems are now operational across all domains, valued for their ability to extend reach, absorb risk, and sustain operations in denied environments. Modern platforms sense, adapt, and coordinate missions independently, reducing operator burden and accelerating the kill chain. Figure 10: Concept showing Manned-Unmanned Teaming (MUM-T). 162Key developments include: • Spectrum of autonomy: Militaries are moving from operator-controlled UAVs like the MQ-9 Reaper and Bayraktar TB2, toward swarming loitering munitions and early trials of fully autonomous AI-led missions. • Multi-domain deployment: Autonomy is expanding across air (CATS Warrior, Ghost Bat loyal wingmen), land (UGVs for logistics and route clearance), maritime (Autonomous Underwater Vehicles – AUV and Unmanned Surface Vehicles – USVs in the Strait of Hormuz), and space (In-Space Servicing, Assembly, and Manufacturing – ISAM satellite servicing drones). • Operational value: Autonomy allows persistent Intelligence, Surveillance, and Reconnaissance (ISR) and strike in contested zones, reduces troop risk in Chemical, Biological, Radiological, and Nuclear (CBRN) environments, and provides asymmetric mass where low-cost fleets can overwhelm advanced adversaries. • C2 and mission autonomy: Advances in swarming algorithms and mission-level AI are enabling systems to self-assign tasks, adapt to attrition, and shift from surveillance to strike without operator intervention. Strategic Trends in Modern Warfare (Offensive Systems) Offensive warfare is shifting from heavy, logistics-intensive platforms to compact, autonomous, and software- defined strike systems. The drivers are faster kill chains, reduced lifecycle costs, and survivability against modern air defenses and EW threats. Directed Energy Systems (DES) DES—including high-energy lasers (HELs), high-power microwaves (HPMs), and radiofrequency (RF) jammers—are redefining both offense and defense. They deliver speed-of-light engagement, near-zero per-shot cost, and effectively unlimited magazines. Adoption is accelerating as drone swarms, missile salvos, and hypersonic threats strain traditional interceptors. High Power Microwave (HPM) systems provide a non-kinetic alternative by projecting directed electromagnetic energy to disrupt or disable drone electronics at tactically useful ranges. HPM offers scalable effects—from temporary disruption to permanent damage—enables simultaneous engagement of multiple targets, and delivers a very low cost-per-engagement compared with missiles or guns. These attributes reduce logistics burdens and allow sustained defensive operations against massed autonomous threats. Operationally, HPM weapon systems comprise modulators, amplifiers (klystrons), pulse compressors, antennas on motorized pan-tilt mounts, and an electro-optics targeting subsystem for precise aiming. The architecture supports stationary or mobile ground and naval deployments, with modules coordinated to generate, amplify, and direct microwave energy for effective neutralization. Integrated with existing sensors and kinetic layers, HPM forms a cost-effective, scalable component of a layered counter-UAS strategy. Key developments include: • Transition drivers: DES offer a decisive cost-per-shot advantage (dollars vs. hundreds of thousands for missiles), instantaneous engagement against UAVs and hypersonics, and unlimited replenishment via power supply, making them ideal against saturation attacks. • Maturation across domains: Land-based systems like Israel’s Iron Beam, Rheinmetall’s Skynex, and India’s DEW trials are protecting bases and cities; the U.S. Navy’s HELIOS is being integrated on destroyers; and airborne DEW concepts target ballistic missiles during boost phase. • Operational roles: DES are evolving into layered kill-web components—counter-UAS in urban zones, missile-defense augmentation to thin salvos, and HPM electronic attack to disable sensors and comms in escalation-sensitive environments. • Market growth: The global DES market will rise from USD 504 million in CY2025 to USD 5.6 billion in CY2030 (CAGR >60%). Europe will scale from USD 184 million to USD 1.2 billion, and India from USD 58 million (CY2026) to nearly USD 300 million (CY2030), underscoring demand and urgency. 163Figure 11: Applications for Directed Energy Systems Across Operational Theatres. Source: DoD HPM DEW Effects Panel, Frost & Sullivan Autonomous Loitering Munitions, and Missiles Autonomous loitering munitions are small, expendable UAV-borne warheads that loiter over a target area, autonomously navigate and search, then dive to strike a positively identified target—typically with a human-in/on- the-loop for consent; they integrate compact fixed/folding-wing airframes and electric/hybrid propulsion with Electro-Optical/Infrared (sometimes RF/Millimeter Wave) seekers, GNSS/INS guidance with geofenced fail- safes/self-destruct, secure datalinks to portable controllers, and mission-tailored high explosive or shaped-charge warheads, and are usually tube- or vehicle-launched. Key developments include: • Drivers of adoption: Loitering munitions and autonomous missiles mitigate the vulnerabilities of expensive fighters—reducing pilot risk, enabling persistent Intelligence, Surveillance, and Reconnaissance (ISR)-strike, and delivering cost-effective saturation in denied airspace. • Rise of loitering munitions: Systems such as the Switchblade, Hero, Lancet, Harop, SkyStriker, and India’s ALS-50 offer autonomous navigation, surveillance, and precision strike. Proven in Nagorno-Karabakh, Ukraine, Gaza, and Libya, they deliver overmatch against armor, radars, and supply nodes. • High-speed autonomous missiles: AI-enabled cruise and hypersonic weapons (e.g., Russia’s Avangard, China’s DF-ZF, India’s HSTDV, U.S. ARRW, China’s YJ-21) promise rapid penetration, re-targeting in flight, and multi-vector strike coordination. • Integration with manned platforms: Loyal wingman concepts—Australia’s Loyal Wingman, India’s CATS Warrior, U.S. Skyborg, Europe’s FCAS remote carriers—pair manned fighters with autonomous assets for scouting, jamming, and first-strike roles. • Industrial and geopolitical impact: Nations such as Iran, Türkiye, and Israel are scaling indigenous production for exports; Eastern Europe and Indo-Pacific states are investing heavily. OEMs are modularizing payloads, hardening navigation, and enabling interoperability across platforms. 164Figure 12: American Long-Range Hypersonic Weapon being deployed at the Cape Canaveral Space Force Station. Source: US Army Global Regulations in Defense Trade The global defense trade ecosystem operates under a complex lattice of international regulations, bilateral treaties, and national export control regimes. These frameworks, designed to balance national security, geopolitical stability, and non-proliferation, play a decisive role in shaping the flow of military hardware, subsystems, and dual-use technologies across borders. Among these regulations, the United States International Traffic in Arms Regulations (ITAR) has emerged as one of the most far-reaching and commercially influential frameworks. International Traffic in Arms Regulation The International Traffic in Arms Regulations (ITAR) remains the most influential and extraterritorial of all defense export control systems. • Administered by: U.S. Department of State, Directorate of Defense Trade Controls (DDTC) • Applies to: All items on the U.S. Munitions List (USML), including weapons, electronics, military-grade optics, UAVs, and many components and subsystems critical to global supply chains. Key Characteristics: • Extraterritorial Reach: Any product or system containing U.S.-origin defense components—even if manufactured or assembled abroad—falls under ITAR purview. This includes software, subcomponents, and technical data. • Licensing and End-Use Controls: Exporters must obtain approval for every transaction, specifying the end- user and application. Unauthorized re-transfer or deviation from licensed use can result in severe penalties. • Partner Restrictions: ITAR prohibits exports to embargoed nations and imposes stringent limitations on certain countries (e.g., China, Iran, North Korea, Russia), constraining multi-country supply chains and joint ventures. Strategic Implications: • Market Access Constraints: Defense exporters operating within U.S.-linked supply chains often face restrictions entering certain global markets disfavored by U.S. foreign policy. As a result, several OEMs have adopted ITAR-free design strategies to preserve access to non-aligned regions, ensuring platforms remain commercially viable across a wider set of geographies. 165• Partner Vetting Complexity: Companies engaged in multinational programs must conduct meticulous vetting of their collaborators, sub-suppliers, and investors for potential ITAR exposure. This has led to the formalization of "ITAR-free" program mandates in several countries, especially in Europe and Asia, to avoid deal-breaking compliance hurdles at late stages of development or export negotiation. • Innovation Friction: Concerns over licensing delays, export uncertainty, and restrictions on technical collaboration have driven a wave of indigenous development efforts aimed at full autonomy. Entities like France’s Thales and Dassault, Israel’s IAI, and India’s DRDO have proactively pursued ITAR-free development of mission-critical systems, such as Electro-Optical/Infrared payloads, data links, missile seekers, and avionics, where even small U.S.-origin components could trigger regulatory entanglements. Missile Technology Control Regime The Missile Technology Control Regime (MTCR) is a voluntary, consensus-based framework established to limit the spread of missile systems and unmanned delivery platforms capable of carrying weapons of mass destruction (nuclear, chemical, and biological). • Established: CY1987; 35 members • Scope: The scope is divided into two categories, Category I: Complete delivery systems (e.g., cruise missiles, MALE/HALE UAVs) capable of carrying a 500 kg payload over 300 km. Exports are presumed to be denied. Category II: Components, subassemblies, and systems with shorter range or lighter payload—exportable subject to national discretion and end-use validation. Strategic Implications: • Directly influences loitering munition and long-range drone exports, especially to non-MTCR countries. • India’s accession to MTCR in CY2016 enabled more latitude in developing systems like the Shaurya missile and long-range Intelligence, Surveillance, and Reconnaissance (ISR) drones, while opening export markets (e.g., Philippines, Armenia). • Restricts co-development with certain partners, limiting global diffusion of high-speed, precision-strike capabilities. Wassenaar Arrangement The Wassenaar Arrangement governs exports of conventional arms and dual-use technologies with potential military applications. • Participants: 42 countries, including major defense exporters (U.S., EU states, Japan, South Korea, India) • Focus areas: Radars, Electro-Optical/Infrared sensors, cryptographic systems, AI-enabled tools, semiconductor-grade electronics, Intelligence, Surveillance, and Reconnaissance (ISR) platform Strategic Impact: • Wassenaar’s controls target commercial-off-the-shelf (COTS) components that can be weaponized or integrated into defense platforms (e.g., image processors, RF modules, signal processing chips). • Growing emphasis on emerging technologies, e.g., AI-enabled target recognition, quantum cryptography, and cyber-intelligence platforms, indicating a move beyond hardware to include algorithms, software libraries, and training datasets. EU Common Position and National Controls Europe operates under the EU Common Position on Arms Exports, which requires: • Assessment of end-use and human rights implications; 166• Export denial if there is a “clear risk” of misuse or diversion; • Coordination among member states to avoid undercutting embargoed markets. This results in divergent interpretations, e.g., Germany often applies stricter criteria than France or Italy, impacting joint programs like Eurodrone or FCAS. National controls also persist: • France: Maintains strong national discretion in defense exports, balancing sovereign industry support and geopolitical interests. • Germany: Recently moved toward liberalization but remains risk-averse in conflict zones. • India’s SCOMET list: Now harmonized with MTCR/Wassenaar, increasingly used to regulate UAVs, radars, propulsion tech, and dual-use software exports. India Defence and Security India’s Defense Spending (FY2014-24) India’s defense budget has demonstrated steady, if incremental, year-on-year growth over the past decade, reflecting both inflationary adjustments and a broader shift toward modernization, strategic deterrence, and indigenization. In FY2014, defense spending stood at USD 58.3 billion, and by FY2024 it had risen to USD 83.6 billion, marking a 3.7% increase over the 10-year period. Figure 13: India Defense Spending, FY2014-2024 . 90.0 80.0 70.0 s 60.0 n o illiB $ 45 00 .. 00 S U 30.0 20.0 10.0 - CAGR 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (2014- 2024) Defense Spending 58.3 58.9 64.9 69.5 71.9 77.0 77.4 77.0 80.3 82.3 83.6 3.7% Source: Frost & Sullivan While annual growth rates have ranged between 2.5% and 8%, key inflection points include: • Structural Budget Uplift Post-FY2016: Between FY2016 and FY2018, India’s annual defense allocations increased sharply, supported by revised fiscal frameworks and heightened regional threat perception following the CY2016 Uri attack and CY2017 Doklam standoff. Spending rose from USD 64.9 billion in FY2016 to USD 69.5 billion in FY2018, at a CAGR of 3.5%, marking the most rapid two-year increase since 2010. • Plateau During COVID-19 and Post-Balakot Readjustment (CY2019–CY2021): Despite the CY2019 Balakot airstrikes and China’s growing assertiveness in Ladakh, India’s defense budget growth decelerated between FY2019 and FY2021, largely due to fiscal tightening amid the COVID-19 pandemic and slower capital outlay disbursements. Spending stabilized between USD 77.0 billion and USD 77.4 billion, with a slight decline marginal real-term decline when adjusted for inflation. • Capital Reinvestment Phase: FY2022–FY2024: From FY2022 onward, India resumed steady budgetary growth, climbing to USD 80.3 billion in FY2022, USD 82.3 billion in FY2023, and reaching USD 83.6 billion 167in FY2024. This renewed upward trajectory was further accelerated by the FY2020 Galwan Valley clash with China, prompting new capital allocations toward border infrastructure, Intelligence, Surveillance, and Reconnaissance (ISR) capabilities, and high-altitude readiness. Capital spending as a share of the defense budget crossed 30%, reflecting India’s long-term commitment to modernizing platforms and procurement frameworks. India’s Defense Spending (FY2025-30) India’s defense spending is projected to increase steadily from USD 87.2 billion in FY2025 to USD 107.7 billion by FY2030, reflecting a compound annual growth rate (CAGR) of 4.3% over the forecast period. For FY2025– 26, the Ministry of Defence has allocated ₹6,81,210.27 crore (≈ USD 78.9 billion) to defense, of which ₹1,92,388 crore (≈USD 22.3 billion) is earmarked as capital outlay. This represents a continuation of India’s gradual but deliberate pivot toward capability-building and modernization. Figure 14: India Defense Spending Forecast, FY2025-FY2030 120 100 s 80 n o illiB 60 $ S U 40 20 0 CAGR (2025- 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) 2030) Defense Spending 87.2 91.0 94.9 99.0 103.2 107.7 4.3% Source: Frost & Sullivan India’s defence capital expenditure has shown steady strengthening as the government prioritises long-term modernisation and indigenisation. The capital outlay has stabilised at a healthy 28–30% share of total defence spending, with sustained year-on-year increases from FY2022 to FY2025. The FY2025 and projected FY2026 budgets continue this positive momentum, allocating larger capital resources for aircraft, naval platforms, advanced sensors, and joint-service modernisation programmes. This upward trend reflects India’s commitment to accelerating capability upgrades, supporting domestic manufacturing under “Aatmanirbhar Bharat,” and ensuring that capital spending remains a core pillar of its defence investment strategy. Figure 15: India Defense Capital Spend Relative to Overall Budget Expenditure Spending on Capital Outlay 25.00 30.00% 29.00% 20.00 28.00% y altu 27.00% O sn o 15.00 26.00% la tip illiB D S U 10.00 22 45 .. 00 00 %% a C fo e rah S 23.00% % 5.00 22.00% 21.00% 0.00 20.00% 2020–21 2021–22 2022–23 2023–24 2024–25 2025–26 (est) (Actual) (Actual) (Actual) (Actual) (revised est) Capital Outlay (USD Billions) 14.85 16.32 17.01 18.55 19.21 21.68 Share of Capital Outlay (%) 27.13% 28.91% 26.34% 27.00% 26.59% 28.24% 168Source: Frost & Sullivan India’s Defence Budgets & Expenditure across the Indian Army, Navy, & Airforce (FY2023-FY2024) India’s defense expenditure in FY2024 reflects a traditional structure weighted heavily toward personnel costs and land-based operations. However, the composition also reveals continued commitment to modernization via capital outlays, particularly for the tri-services. Service-wise Revenue and Capital Allocation (FY2023-FY2024) In FY 2024, the Indian Army absorbed the lion’s share of the revenue expenditure: • Army Revenue Expenditure: USD 37.5 billion, reflecting the Army’s expansive personnel base and widespread territorial responsibilities. • Navy Revenue Expenditure: USD 5.2 billion, indicating modest growth, aligned with the Navy’s modernization of blue-water capabilities. • Air Force Revenue Expenditure: USD 7.5 billion, focused largely on operational and maintenance support for high-value airborne platforms. • Capital Outlay (Tri-services): USD 19.4 billion, demonstrating the government’s push for capability enhancement across all branches. • Other Expenditures (including Joint Commands, DRDO, etc.): USD 4.9 billion. This breakdown highlights the continued dominance of the Army in expenditure allocation, while also showing increasing capital investments that align with India's Make-in-India and indigenization drive. Figure 16: Service-wise Revenue Expenditure Figure 17: Total Revenue Expenditure and Capital Expenditure of Indian Defense Budget, FY2023- and Capital Allocation FY2023-FY2024. FY2024. Navy Revenue Expenditure Capital 7% Expenditure Army 28% Air Force Revenue Revenue Expenditure Expenditure 50% 10% Revenue Expenditure 72% Capital Outlay (Tri- Service) Others 26% 7% Source: Frost & Sullivan Source: PRS Legislative Research, Frost & Sullivan Share of Capital versus Revenue Expenditure (FY2023-FY2024) India’s defense expenditure in FY2024 remains overwhelmingly skewed toward revenue expenditure, which accounts for 76.9% of total outlays, compared to just 23.1% for capital spending. 169Figure 18: Share of Capital versus Revenue Expenditure FY2023-FY2024 Capital Spending , 23.1% Revenue Expenditure , 76.9% Source: Frost & Sullivan Budgetary Allocation for the Indian Army (FY2023-FY2024) The Indian Army continues to command the largest share of the defense budget in absolute terms—approximately USD 42.2 billion in FY2024 . However, nearly 70% of this outlay is absorbed by revenue expenditure, primarily salaries and pensions, leaving limited fiscal headroom for modernization. Excluding defense pensions, the revised estimates of Indian Army’s budget amounts to approximately USD 27.7 billion in FY2024. • Capital expenditure accounts for just 8% of the Army’s budget, despite urgent recapitalization needs. • Army’s modernization share has shrunk to 20% of the total defense modernization budget, down from earlier benchmarks. • Only 15% of Army equipment is classified as modern, far below the 30% target outlined in force transformation objectives FY2024-25. Figure 19: Budget Composition of Indian Army, Figure 20: Revenue and Capital Expenditure of Indian FY2023-FY2024 Revised Estimates Army, FY2023-FY2024 Other Miscellane Capital Forces, ous, 7% Expenditur 5% e Moderniza 11% tion, 7% Salaries, 36% Maintenan ce, 11% Revenue Expenditure Pension, 89% 34% Sources: PRS Legislative Research, Frost & Sullivan Sources: PRS Legislative Research, Frost & Sullivan Budgetary Allocation for the Indian Navy The Indian Navy’s FY2024 budget stands at USD 12.1 billion, with a notably higher capital allocation share compared to the other services. Roughly 48% of the Navy’s budget is dedicated to modernization, reflecting its strategic pivot toward maritime deterrence and fleet expansion. • The Navy is targeting a 175-platform force structure by FY2035, with 43 vessels currently under construction. • It absorbs nearly 37% of India’s total defense modernization budget, underscoring its growing strategic weight. 170• Capital programs underway include: o Next-generation destroyers and stealth frigates o Conventional and nuclear-powered submarines o Aircraft carriers and naval UAVs Figure 21: Budget Composition of Indian Navy, Figure 22: Split of Revenue Expenditure and Capital FY2023-FY2024 Revised Estimate. Expenditure,FY2023-FY2024 Miscellane Salaries, ous, 8% 13% Others, 8% Revenue Pension, Expenditu 7% re Capital 43% Expenditu Maintenanc e, 16% re 57% Modernizat ion, 48% Source: PRS Legislative Research, Frost & Sullivan Source: PRS Legislative Research, Frost & Sullivan Budgetary Allocation for the Indian Air Force The Indian Air Force (IAF) has a FY2024 budgetary allocation of USD 15.4 billion, with 43% of the budget directed toward modernization, the second-highest among the services. • The IAF continues to face acute platform shortfalls, with only 31 active fighter squadrons against a sanctioned strength of 42. • Combat fleet strength is expected to decline further as Mig-21, Jaguar, and Mirage 2000 platforms near the end of service life. • The IAF’s key modernization thrusts include: o Induction of the HAL Tejas (LCA) o Procurement of mid-air refuellers and AWACS platforms o Development of 5th-generation AMCA fighters 171Figure 23: Budget Composition of Indian Air Force, Figure 24: Split of Revenue Expenditure and Capital Expenditure, FY2023-FY2024. FY2023-24 Revised Estimates. Miscellan Salaries, eous, 3% 18% Revenue Moderniz Pension, Capital Expendit ation, 11% Expendit ure 43% ure 49% 51% Maintena nce, 25% Source: PRS Legislative Research, Frost & Sullivan Source: PRS Legislative Research, Frost & Sullivan Growth Drivers of India’s Defense Spending India’s defense spending trajectory is underpinned by both enduring geopolitical challenges and structural policy reforms aimed at fostering industrial autonomy, operational modernization, and global positioning. The following key growth drivers outline the foundational pillars influencing future expenditure. Indian Defense Modernization Programs India’s ongoing modernization drive, centered around capability overhaul and doctrinal shift, is a primary catalyst for increased capital spending. The transformation spans across domains: • Combat platform renewal: Replacement of legacy tanks (T-72), ICVs (BMP-1/2), aging fighter squadrons (Mig-21, Jaguar, Mirage 2000), and naval surface assets. • Emerging domains: Investment in cyber warfare, space-based Intelligence, Surveillance, and Reconnaissance (ISR), integrated command systems, and multi-domain operations. • Force restructuring: The move toward Theatre Commands and Integrated Battle Groups (IBGs) aims to streamline jointness and elevate operational readiness across regions. Aatmanirbhar Bharat: Prioritizing Domestic Production The government’s flagship Aatmanirbhar Bharat (Self-Reliant India) vision has triggered a structural reorientation of India’s defense procurement strategy. Defense is now treated as a strategic industrial sector, with policies designed to: • Mandate domestic value addition in procurement • Elevate Indian firms from build-to-print vendors to design-own-integrate producers • Incentivize public-private partnerships, especially in electronics, optics, loitering munitions, and AI-enabled systems Capital allocations are increasingly skewed toward indigenous suppliers, with the Ministry of Defence (MoD) earmarking over 75% of FY2023–FY2024 capital procurement for domestic vendors. Government Initiatives to Promote Defense Production India’s defense industrial push is anchored in reforms, funding support, and policies that drive self-reliance, innovation, and private sector participation. A landmark step was the creation of the Chief of Defence Staff (CDS) and the Department of Military Affairs (DMA) in FY2019, streamlining coordination and accelerating indigenization. The DMA has since issued five 172positive indigenisation lists covering 500+ items, including missiles, aircraft, helicopters, ships, and advanced munitions, ensuring future procurement is domestically sourced. Revised Procurement Priorities under DAP FY2020 The Defence Acquisition Procedure (DAP) has restructured acquisition categories to elevate Indian firms as system integrators, while progressively restricting foreign OEMs to roles of equity partners, tech providers, or subcontractors. Key features include: • Indigenous Content (IC) Mandates: The top four procurement categories—Buy (Indian-IDDM), Buy (Indian), Buy and Make (Indian), and Buy (Global – Manufacture in India)—now carry minimum IC thresholds of 50–60%, with the Buy (IDDM) category requiring Indian design ownership and at least 30% indigenous content. • FDI-Linked Execution Rights: Foreign ownership under automatic approval is capped at 49% for IDDM and up to 74% for other categories, ensuring Indian strategic control while permitting technology access. Make & Innovation Schemes India has consolidated its industry-led prototyping and R&D initiatives into three pathways under the ‘Make’ umbrella: Table 2: Make and Innovation Categories Category Features FDI Cap Make-I 70% govt-funded R&D, capped at INR 2.5B per agency 49% Make-II Self-funded prototypes for IC-based procurement 49% Make-III Import substitution for in-service equipment 74% Offsets Reimagined India’s Offset Policy 2.0, embedded in DAP 2020, moves away from basic component offsets toward long-term tech transfer and platform-centric industrial participation: • Offset banking has been eliminated to reduce transactional arbitrage; obligations must now directly link to program execution. • Offsets can now be discharged via investment in Indian R&D, export facilitation, and dual-use tech transfer (e.g., hypersonics, DEWs). • Major deals like the Rafale offset program (INR 59,000 crore contract with ~50% offset) now serve as templates for future joint production mandates. Industrial Enablers and Infrastructure • Defence Industrial Corridors (UP and TN): Anchor clusters to co-locate manufacturing, testing, and logistics with investor incentives and land grants. • SPMs (Special Purpose Mechanisms): Enable fast-track procurement for critical needs via G2G or industry- specific pathways. • Defence Investor Cell: Single-window clearance and grievance redressal for private and foreign investors. • Liberalized FDI Norms: Since FY2014, FDI caps have been progressively relaxed from 26% to 49%, and subsequently to 74% automatic for most sectors. This has driven inflows of INR 57 billion (~USD 609 million) by FY 2024. Regulatory Tailwinds for Domestic Manufacturing The MOD is actively pushing for localization in DPSU supply chains and expanding private access to government- run testing facilities. In parallel, procurement regulations now favor: 173• Indigenous design ownership and minimum Indian content thresholds • Lifecycle support from Indian vendors for imported systems • Tier-2 and Tier-3 private vendor development via partnering contracts and risk-sharing mechanisms Reducing Import Dependence and Promoting Exports India’s twin focus on import substitution and export promotion has accelerated post-FY2020, driven by both strategic vulnerabilities and global opportunity: • Negative Import Lists: Over 100 items across artillery, UAVs, sensors, and munitions are not embargoed for foreign purchase. • Positive Indigenization Lists: Provides long-term visibility to industry on future procurement priorities. The Department of Military Affairs (DMA) has released five positive indgenisation lists of over 500 items, which will be manufactured within India. • Export growth: India's defense exports crossed INR 21,000 billion (~USD 2.5 billion) in FY2023–FY2024, a 30x increase over a decade and has exported defence equipment to over 100 countries, with the USA, France, and Armenia emerging as the top buyers. Recent flagship export deals include: • BrahMos supersonic cruise missile system sold to the Philippines in a USD 375 million contract—the first major export of an Indian strategic weapon system. • ALH Dhruv helicopters and offshore patrol vessels delivered to Mauritius, Maldives, and Seychelles. • The Dornier 228 light transport aircraft and Chetak helicopters, exported to countries across Southeast Asia and Africa, strengthening India’s presence in non-traditional defense markets. • Radar systems and naval components exported to Armenia, Myanmar, and several Southeast Asian and African partners. • In CY2014, India’s shipyards – GRSE and Goa Shipyard – exported an Offshore Patrol Vessel (CGS Barracuda) to Mauritius. In February CY2025, GRSE secured a new contract for the ship's refit, which includes routine overhaul, services, and critical component replacement. • India's Tata Advanced Systems Limited (TASL) won a contract with the Moroccan government to produce and deliver the Wheeled Armoured Platform (WhAP) 8x8 to the Royal Moroccan Army in FY2024. Key export focus areas include: • Loitering munitions and counter-drone systems • Electro-optic payloads and radars • Naval platforms and maintenance services • Simulator, C4Intelligence, Surveillance, and Reconnaissance (ISR), and drone subsystems India’s aim to become a net defense exporter by the early FY2030s is supported by G2G frameworks, line-of- credit-based sales, and policy backing via DGDE and Indian Defence Attachés abroad. Strategic Military Developments – China, Pakistan, and Beyond Regional security dynamics remain the most acute and persistent driver of defense spending: China Factor: • Continued standoff across the Line of Actual Control (LAC) despite disengagement agreements. • China’s naval expansion in the Indian Ocean Region and dual-use port investments in Pakistan, Sri Lanka, and East Africa. 174• Military infrastructure race in the Himalayas, forcing India to expand dual-use tunnels, airstrips, and Intelligence, Surveillance, and Reconnaissance (ISR) coverage. • China-Pakistan military alignment, including joint exercises, weapons transfers, and UAV cooperation. India–Pakistan Flashpoints: • Although cross-LoC exchanges have reduced post-FY2021 ceasefire reaffirmation, Pakistan remains a conventional and sub-conventional threat vector. • Emphasis on counter-terror operations, airbase defense, and border surveillance continues. Other developments: • Instability in Bangladesh and Myanmar adds complexity to India’s eastern flank. • Rising Indo-Pacific cooperation (e.g., QUAD, Indo-French naval ties) compels increased maritime and aerospace investment. India’s Defense Exports and Imports India’s defence trade profile has undergone a significant transformation over the last decade, reflecting the dual priorities of import substitution and export growth as part of the broader national ambition for defense self- reliance. Figure 25: Total value of defence goods imported and exported by India, FY 2016-17 to FY2024-25 4,000 3,000 s n o illiM 2,000 $ S U 1,000 0 CAGR 2016 2017 2018 2019 2020 2021 2022 2023 2024 (2014- 2024) Import 2,558 2,659 2,011 3,147 2,646 3,943 2,629 1,491 1,168 -9.30% Export 172 726 1,537 1,223 1,138 1,733 2,025 2,553 2,828 41.90% Source: SIPRI Arms Transfer Database Defense Import Trends India’s defence imports, long among the highest globally, have shown a marked decline from USD 3,943 million in FY2021 to USD 1,168 million in FY2024, reflecting a 71% drop over three years. This trend underscores several key structural and policy shifts: • Local Indigenization and Procurement Reforms: Through schemes such as Buy (Indian-IDDM), the Defence Acquisition Procedure (DAP) has deprioritized direct imports in favor of domestic system integration. • Export Control Streamlining and Dual-Use Substitution: Many formerly imported dual-use systems are now sourced domestically via innovation programs like iDEX and DRDO's Technology Development Fund (TDF). • Russia Dependency Mitigation: With the geopolitical volatility following the Russia–Ukraine conflict and related logistical and sanctions risks, India has actively reduced dependency on legacy Russian imports. Defense Export Surge and Strategic Reorientation 175India’s defence exports have witnessed 16x growth over the last eight years, rising from USD 172 million in FY2016 to USD 2,828 million in FY2024, with the private sector now outpacing DPSUs in export value. Key enablers include: • Policy Reforms: Relaxation of licensing, the establishment of the Defence Export Authorization System, and reorientation of the offset policy (DAP 2020) to emphasize technology and platform-level exports. • Private Sector Leadership: Firms such as Paras Defence, Bharat Forge, Larsen & Toubro, and Tonbo Imaging have emerged as leading exporters, particularly in electro-optics, armored systems, missile subsystems, and marine platforms. • Strategic Export Targets: The GoI aims to achieve USD 5 billion in annual exports by FY2025, as part of a broader USD 25 billion defence production target. Export Destinations and Deal Highlights The target countries for exports include South Africa, Thailand, Azerbaijan, Singapore, Sweden, Seychelles, Indonesia, Estonia, the Philippines, Guinea, Lebanon, Qatar, Iraq, Uruguay, Ecuador, Japan, Egypt, the United States, Finland, Australia, France, Germany, the Netherlands, and Israel. Recent exports to other countries: Table 3: Key Defense Export Programs Country Budget System Type Details Philippines USD 374 million Missile System BrahMos shore-based anti-ship missile system (FY2022) Vietnam USD 100 million Naval Platform 12 High Speed Guard Boats; lightweight (Line of Credit) torpedoes exported Myanmar USD 37.9 million Naval Platform Export of lightweight torpedoes (FY2017) Malaysia Not disclosed Avionics Export of Avionics for Sukhoi Su-30MKM Singapore USD 123,780 Radar Components Export of radar components United Arab Emirates USD 21 million Protection Equipment Mine-protected vehicles, helmets, soft armour, & Artillery over-vests, helicopter protection kits; artillery gun components (FY2017) Germany Not disclosed Protection Equipment Bomb suppression blankets, helmets, cartridges, soft armour panels Armenia USD 265 million Radar & Artillery Weapon locating radar systems; 4 Pinaka Systems batteries and other equipment (FY2023) Mauritius USD 27 million Naval Platforms 1 Fast Patrol Vessel, and 11 Fast Incercepter Boats exported Source: Frost & Sullivan Analysis, Ministry of Defence, India Indian Defence Industry Policy and Regulation Updates Since FY2020, India’s defence sector has undergone major policy overhauls aimed at indigenisation, procurement reform, and private/foreign investment. These changes mark a decisive break from legacy frameworks and are reshaping the industry landscape. Defence Acquisition Procedure (DAP) 2020: Introduced in October FY2020, DAP streamlined capital acquisitions, prioritised Buy Indian (IDDM), and introduced the “Buy (Global–Manufacture in India)” category to attract foreign OEMs to set up local production. Simplified “Make” provisions encourage domestic R&D, while offsets were removed for government-to-government and single-vendor deals to expedite urgent procurement. Early results include large-scale contracts such as the Army’s INR 7,000 crore ATAGS order under the Buy Indian–IDDM route. Table 4: Prioritised Defence Procurement Categories Procurement Category Indigenous Content (IC) Eligible Vendors Maximum FDI cap Requirement allowed under automatic route Buy (Indian-IDDM) Indigenous Design & IC of ≥ 50% Indian firm 49% Buy (Indian) 50% IC if Indigenous Design; Indian firm 74% Otherwise, IC of ≥ 60% 176Procurement Category Indigenous Content (IC) Eligible Vendors Maximum FDI cap Requirement allowed under automatic route Buy and Make (Indian) ≥50% IC in Make Portion Indian firm 74% Buy (Global-Manufacture IC of ≥50% Foreign firm 74% in India) Buy (Global) Foreign Vendor- NIL Foreign/Indian firm NA (Foreign); Indian Vendor ≥30% IC 74% (Indian) Source: Ministry of Defence, India, Defence Procurement Category, FDI Capital Procedure FY2020 Positive Indigenisation Lists (Import Bans): Since August FY2020, the Ministry of Defence has issued five lists covering 600+ items—from fighter aircraft, UAVs, and artillery guns to spares and line-replacement units. These legally enforce procurement only from domestic sources by set cut-off dates (FY2020–FY2027). DPSUs have also issued parallel lists, with the 5th list in FY2024 covering 346 items. The bans have already halted imports of key platforms (e.g., missiles, helicopters) and spurred joint ventures, new production lines, and technology transfers to meet domestic demand. Table 5: Positive Indigenization List (Compiled from Ministry of Defence) Positive Indigenization List 1st List 235 2nd List 108 3rd List 101 4th List 101 5th List 346 Source: Ministry of Defence, India • Defence Production and Export Promotion Policy (DPEPP) FY2020: Launched in August FY2020 as the central policy framework for India's defence industrial roadmap. Strategic Targets: USD 25 billion in total defence production by FY2025. USD 5 billion in annual defence exports. • Higher FDI Limits and Investment Incentives: In FY2020, the automatic route FDI cap increased from 49% to 74% to allow foreign OEMs majority control in Indian ventures without prior approval. FDI up to 100% allowed on a case-by-case basis for projects involving critical or niche technologies. Accompanied by: Liberalized licensing norms for dual-use and defence items. Single-window digital platform for industrial clearances and compliance. • Budgetary Prioritization of Domestic Procurement: The Ministry of Defence has progressively ringfenced capital procurement for Indian firms: • FY2021–22: 58% reserved for domestic sourcing. • FY2022–23: increased to 68%. • FY2023–24: record 75% (INR 1 lakh crore out of INR 1.63 lakh crore). Key Trends in the Indian Defense Industry Several dominant trends are now shaping the trajectory of India’s defence industry, reflecting the impact of the indigenization drive, policy reforms, and the changing strategic context. These trends highlight how India’s 177defence sector is positioning itself for the future, in terms of military capability, industrial opportunities, and geopolitical alignment: Stronger Self-Reliance and Indigenous Innovation • Shift to Domestic Design and Production: Import content in India’s defence systems has dropped significantly—from 65–70% two decades ago to ~35% today. About 65% of defence requirements are now met domestically. • Strategic Autonomy and Resilience: This transition enhances India’s ability to manage crises independently, minimizing disruption from sanctions or foreign supply shocks. • Innovation Ecosystem: iDEX, increased R&D allocations, and DRDO-private sector partnerships have enabled breakthroughs in hypersonics, artificial intelligence, unmanned combat aerial vehicle, and next- gen platforms like Advanced Medium Combat Aircraft (AMCA). • Rising Defense Exports and “Make in India for the World” • Export Trajectory: Defence exports reached INR 21,000 crore in FY2024, with goals to scale to INR 35,000–50,000 crore (~USD 5–6 billion) by FY2030. • Product Mix: Exports span missiles (BrahMos, Akash), patrol boats, aircraft spares, radars, and body armour, showcasing multi-domain capability. • Diplomatic Leverage: Platforms like Tejas, BrahMos, and Akash are marketed to nations in Southeast Asia, Africa, and the Middle East, reinforcing India’s role as a strategic partner. Expanding Private Sector and MSME Participation • Diversified Participation: Large players (Tata, L&T, Mahindra) and startups are now involved across domains—naval platforms, artillery, missiles, electronics, and drones. • Growing Share: Private firms now contribute ~20% of total defence production. • MSME Backbone: 16,000+ MSMEs serve as critical suppliers, supporting component and sub-system delivery for larger platforms. • Public Sector Modernization and Efficiency Gains • OFB Reforms: In FY2021, OFB was split into 7 DPSUs to improve accountability and specialization. • Production and Export Push: DPSUs like HAL and BEL are streamlining operations and securing export orders (e.g., Tejas, helicopters). • Public-Private Synergy: DRDO increasingly engages private players for production, as seen in joint efforts like the ATAGS howitzer with Tata and Bharat Forge. • Steady Increase in Defense Spending and Modernization • Budgetary Growth: India’s defence outlay rose from INR 2.53 lakh crore (FY2013–14) to INR 6.81 lakh crore (FY2025–26), now the world’s 3rd largest military spender. • Capital Investment: More funds are now earmarked for modernization (e.g. FICV, 45,000-tonne warships, UCAVs), with projects increasingly routed through Indian firms. • Strategic Alignment: Military capability roadmaps are being aligned with industrial capacity plans— ensuring predictable demand pipelines. • Industry Opportunity: With projected defence spending to hit ~USD 100 billion annually by FY2030, Indian industry is positioned for a decade of exponential opportunity. India’s Defense Modernization Programs and Procurement Opportunities 178Programs under the Indian Navy Table 6: Key Programs under the Indian Navy Program Name Budget Timeline Electro-Optical/Infrared Relevance Expected (FY) Next Generation USD 10+ billion Construction start Panoramic IRST, multiple EO fire-control systems Destroyers (Project 18) - ~FY2027, (EOFCs), and EO integration for missile cells (144 8–10 nos. deliveries VLS). FY2032+ Next Generation Frigates ~USD 8.1 billion Contract FY2026, Indigenous EOFCs, IRST, and missile (Project 17B) – 7-8 nos. (₹70,000 cr) deliveries seeker/launcher EO integration. FY2030+ Mine Counter Measures ~USD 5.1 billion Selection Electro-Optical/Infrared payloads for both Vessels (MCMV) – 12 (₹44,000 cr) FY2026, motherships and autonomous mine-hunting nos. deliveries systems. FY2030–FY2037 Extra Large Unmanned ~USD 290 million Prototype Retractable mast with compact Electro- Underwater Vehicles (₹2,500 cr) FY2026, 12 units Optical/Infrared seeker package. (XLUUV) – 12 nos. by FY2030+ Autonomous Surface Not disclosed FY2027+ 360° panoramic Electro-Optical/Infrared for Vessels (USV/ASV) – autonomous navigation and situational awareness. 12+ units Multi-Mission Support Not disclosed FY2027–FY2029 Long-range Electro-Optical/Infrared systems Ships (MMSS) – 2 nos. integrated with EOFCs for targeting and surveillance. Source: Ministry of Defence, India Programs under the Indian Army Table 7: Key Programs under the Indian Army Program Name Budget Timeline Electro-Optical/Infrared Relevance Expected Future Ready Combat ~USD 17.4 billion Prototypes by 360° Commander’s Sight and Gunner’s Thermal Vehicle (FRCV) – 1,770 (₹1.5 lakh cr) FY2027; Sight with Electro-Optical/Infrared; critical for nos. induction FY2030 anti-tank guided missiles and integration with command launcher/fire-control systems. Zorawar Light Tank – Not disclosed User trials Compact stabilized Electro-Optical/Infrared 300-350 nos. FY2025; sighting for GLATGM and RWS integration; induction panoramic sights to support all-weather FY2026–27 surveillance. Arjun Mk-1A & Mk-II Not disclosed Mk-1A deliveries Commander’s Panoramic Sight and advanced Upgrade – 118 (Mk-1A); FY2024–26; Mk- COAPS Electro-Optical/Infrared systems Mk-II TBD II by FY2026–27 integrated with guidance and missile fire-control units. T-72 Combat Improved Not disclosed Completion by Fire-control system overhaul; Electro- Ajeya (CI-Ajeya) – 1,000 FY2026 Optical/Infrared upgrades central to modernization. nos. K9 Vajra-T Self- ~USD 8.8 billion Deliveries Electro-Optical/Infrared-driven PWGS domain: Propelled Howitzer – (₹7,628.7 cr ) FY2025–28 terminal seekers for precision-guided artillery 200+ nos. munitions (imaging IR/laser). Advanced Towed ~USD 927 million Manufacturing Advanced Electro-Optical/Infrared terminal Artillery Gun System (₹8,000 cr) from FY2025 seekers and targeting kits for precision fires. (ATAGS) – 307 nos. Source: Ministry of Defence, India Programs under the Indian Air Force Table 8: Key Programs under the Indian Air Force Program Name Budget Timeline Electro-Optical/Infrared Relevance Expected (FY) Advanced Medium ~USD 1.7 billion Prototype rollout Advanced Electro-Optical/Infrared suite: forward- Combat Aircraft (₹15,000 cr, FY2028–29; first looking EOTS, IRST, and DAS with embedded IR (AMCA) – 120-125 nos prototype phase) flight FY2029; sensors. Linked to seekers for precision-guided (Air Force & Navy) induction munitions integrated into the weapons bay. 179Program Name Budget Timeline Electro-Optical/Infrared Relevance Expected (FY) FY2034; series production FY2035 LCA Tejas Mark 1A - 83 ~USD 5.6 billion Deliveries Lightweight Electro-Optical/Infrared pods and ordered + 97 planned (₹48,000 cr + FY2025– PWGS integration with laser-guided bombs and IR- ₹67,000 cr) FY2029; full fleet guided missiles for precision strike. by FY2031–32 LCA Tejas Mark 2 – 120 ~USD 1.2 billion First flight Advanced IRST, Electro-Optical/Infrared pods, and nos. (up to 210 expected) (₹10,000 cr) FY2025–26; associated seekers to support expanded strike and operational air-superiority roles. FY2028; mass production FY2029–30 Multi-Role Fighter ~USD 13.9-17.4 RFP FY2025–26; Electro-Optical/Infrared targeting pods, missile Aircraft (MRFA) – 114 billion (₹1.20– induction post- seekers, and PWGS systems under co-production nos. 1.50 lakh cr) FY2028 and ToT frameworks. Super Sukhoi Upgrade ~USD 6.9–7.3 D&D FY2025– Electro-Optical/Infrared modernization with new (Su-30 MKI) - 84 nos. billion (₹60,000– 30; upgrades targeting pods and IRST systems, enabling (up to 259 expected) 63,000 cr) through FY2040 integration of next-gen missiles with PWGS seekers. Jaguar DARIN-III ~USD 3 billion Service extension Advanced Electro-Optical/Infrared reconnaissance Upgrade – 120 nos. (engines; INR not to FY2035+ pods and PWGS kits for bombs/missiles; specified) sustainment of deep-strike role. Source: Ministry of Defence, India Development Programs under Defense Public Sector Undertaking (DPSU) Table 9: Key Development Programs under DPSUs. Program Name Budget Timeline Electro-Optical/Infrared Relevance Expected (FY) Hypersonic Missile Not disclosed Development; Advanced terminal seeker capable of operating Programs (Project first test FY2024; through plasma sheath at hypersonic speeds. Likely Vishnu, BrahMos-II – 12 more tests state-of-the-art IIR seeker or specialized systems) FY2025–27 RF/millimeter-wave radar with hardened optics. BrahMos II (Hypersonic Not disclosed; Advanced R&D; Robust IIR/RF terminal seeker and PWGS able to Cruise Missile) high cost, R&D ground test survive hypersonic conditions and guide with intensive FY2025; flight extreme precision beyond Mach 5. test FY2026–27 Vehicle-Mounted Laser Not specifically Field trials Directed Energy System (DES–HPL): Electro- Directed Energy Weapon disclosed for this completed April Optical/Infrared stabilization for laser beam control Mk-II(A) program FY2025; and target tracking. induction expected to begin late FY2025– FY2026 DURGA-II Approx. $100 Prototype test in Advanced Electro-Optical/Infrared target (Directionally million allocated FY2025; acquisition modules for aiming and beam Unrestricted Ray-Gun for DURGA-II operational stabilization. Array, prototype) development induction likely post-FY2026 High Power Microwave Not specifically Induction Electro-Optical/Infrared subsystems to track, (HPM) DEW disclosed for this expected by late classify, and lock onto drones/UAS prior to (“WaveStrike” & DRDO program FY2026; ongoing disruption via microwave pulses. HPM) trials and prototype deployments Project Surya (modular Not disclosed 300 kW demo by Electro-Optical/Infrared modules essential for scalable DEW) FY2027; beam alignment, precision tracking, and adaptive megawatt-class optics in scalable power configurations. future systems Source: Ministry of Defence India, Frost & Sullivan Analysis Strategic Defense Electronics Industry 180Defense electronics are the sensor, computing, communications, and control subsystems that let military platforms sense, decide, and act. They span sensing (Electro-Optical/Infrared, radar, ESM/EW, acoustic), navigation and timing (INS, GNSS, altimetry), onboard processing and AI (mission computers, DSP/FPGA/GPU, data-fusion), secure communications and networking (RF datalinks, SATCOM, FSO), human–machine interfaces (displays, sights), power/thermal management, and weapon electronics (seekers, fuzes, guidance and fire-control). These rugged, low-SWaP, cyber-resilient building blocks cut across soldiers, vehicles, ships, aircraft, missiles, and unmanned systems, and integrate with C4Intelligence, Surveillance, and Reconnaissance (ISR) for interoperable, network-centric operations. Market Sizing for Defense Electronics The global defense electronics market expanded from USD 64.8 billion in CY2020 to a projected USD 226.8 billion by CY2030, reflecting a CAGR of 13.3%. Growth is driven by digitization, modernization of legacy platforms, and rising demand for electronic warfare and surveillance. Key drivers across all markets include: • Electronic Electronic Warfare (EW), C4Intelligence, Surveillance, and Reconnaissance (ISR), and Sensor Fusion: Militaries are prioritizing spectrum dominance, integrating EW with C4Intelligence, Surveillance, and Reconnaissance (ISR) to detect and disrupt adversaries, and deploying multi-domain sensor fusion (Electro-Optical/Infrared, RF, acoustic) for real-time intelligence. Interoperability across architecture is becoming a strategic necessity. • High Budgets: Sustained allocations in the U.S., China, India, and Europe fund modernization, Intelligence, Surveillance, and Reconnaissance (ISR) expansion, and procurement of advanced systems, securing long-term demand. • Evolving Threats: Cyberattacks, grey-zone tactics, and hybrid warfare are driving investment in layered, multi-domain defense—including network resilience, space-based Intelligence, Surveillance, and Reconnaissance (ISR), and rapid-response capabilities. • Technological Advances: AI and machine learning accelerate detection and targeting; edge computing enables low-latency processing at the source; quantum-secure networks strengthen command continuity against cyber and EW threats. Figure 26: Defense Electronics Market Forecast, Global & Growth Markets, CY2020-CY2030 350 300 s n 250 o illiB 12 50 00 $ S 100 U 50 - CAGR 2020 2021 2022 2023 2024 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2020- 2030) Growth Markets 0.70 0.96 1.39 2.73 3.04 3.15 3.33 3.47 3.53 2.44 1.71 9.3% India 2.20 2.93 3.57 5.40 7.53 8.66 9.85 16.89 18.14 18.92 17.83 23.3% Europe 11.90 13.81 28.80 49.32 63.36 68.06 62.28 54.92 54.09 51.88 57.29 17.0% Global 64.98 67.26 80.95 149.28 195.11 227.94 224.20 221.30 240.50 227.98 226.82 13.3% “Growth Markets” refers to emerging defense electronics markets including the Philippines, Indonesia, Nigeria, and Morocco. Source: Frost & Sullivan Europe • Market projected to grow from USD 11.9 billion (CY2020) to USD 57.3 billion (CY2030), CAGR 17.0%. • Growth driven by NATO modernization pressures, with allies pledging in July 2025 to raise defense spending to 5% of GDP by CY2035 (up from the 2% baseline). 181• The Russia–Ukraine war has accelerated investments in C4Intelligence, Surveillance, and Reconnaissance (ISR), integrated air defense, and EW systems. • EU-led programs (PESCO, EDF) are fueling collaborative procurement of digital battlefield systems and secure communications. • Clear pivot toward sovereign electronics and cyber-defense capabilities, reducing reliance on U.S. and Israeli suppliers. • India • Market forecast to expand from USD 2.2 billion (CY2020) to USD 17.83 billion (CY2030), CAGR 23.3% — the fastest globally. • Driven by indigenization initiatives (Make in India, iDEX), fostering a wave of local OEMs and startups. • Procurement emphasizes AI-enabled surveillance, secure comms, and sensor fusion across services. • Modernization roadmap prioritizes radars, EW suites, and integrated C2 infrastructure, particularly for northern borders and the IOR. • Rising exports of Indian-developed systems to Southeast Asia and Africa are expected to enhance scale and competitiveness. • Growth Markets (Philippines, Indonesia, Nigeria, Morocco) • Collectively growing from USD 699 million (CY2020) to USD 1.7 billion (CY2030), CAGR 9.3%, peaking in CY2028. • Philippines & Indonesia: Rapid maritime-domain and Intelligence, Surveillance, and Reconnaissance (ISR) investments, supported by U.S. FMF and Japanese/Australian grants. • Philippines: Contracted Shore-Based Air Surveillance Radars from Japan; MoUs with U.S. for C4Intelligence, Surveillance, and Reconnaissance (ISR) upgrades. • Indonesia: Procuring long-range radar networks, UAV-based Intelligence, Surveillance, and Reconnaissance (ISR), and naval combat system upgrades. Contribution of Defense Electronics in the Overall Defense Equipment Industry Defense electronics has steadily increased its share of the total cost composition of defense platforms over the past decade, a trend that is set to accelerate through CY2030. Across most modern military systems —surface combatants, combat aircraft, unmanned systems and ground vehicles — electronics now account for 30% to 60% of total platform costs, as militaries globally pivot toward connected, digital, and autonomous warfare. Table 10: Electronics Share in Combat, Support, and Strategic Platforms Platform Type Electronics Share Key Electronic Systems, & Subsystems (% of Total System Cost) Combat Aircraft 40-50% Avionics suites, EW (Electronic Warfare) systems, radar, secure datalinks, sensor fusion for Intelligence, Surveillance, and Reconnaissance (ISR) & targeting Combat Vehicles (BMTs, 35-60% Digitized fire-control systems, Battlefield Management Systems APCs, Recon Vehicles) (BMS), active protection systems, Electro-Optical/Infrared surveillance payloads Surface Combatants & 30-50% Navigation systems, sonar, EW, secure communications, integrated Submarines combat management systems, radar/weapon control suites, EMP hardening Support Vessels (Landing 30-36% Radar, communication relays, missile defense systems, C2 (Command Ships, Logistics Platforms) & Control) infrastructure Missile Systems & UAS Up to 60% Advanced seeker heads, navigation systems, secure datalinks, Platforms onboard computing for guidance & control 182Platform Type Electronics Share Key Electronic Systems, & Subsystems (% of Total System Cost) Radars, EW Pods, ~100% Fully electronic systems including radar transmit/receive modules, Communication Notes EW jammers, secure communication nodes, signal processing units Source: Frost & Sullivan This rising electronic content is fundamentally reshaping procurement strategies. Rather than focusing solely on hulls, airframes, or mobility systems, modern militaries are prioritizing electronic performance, interoperability, and survivability in contested environments. As a result: • Defense electronics is growing faster than the overall defense equipment market, with its share of total defense spending expected to climb from ~25% in CY2020 to over 35% by CY2030. • This shift is even more pronounced in programs involving Intelligence, Surveillance, and Reconnaissance (ISR), integrated air defense, multi-domain command and control, and autonomous systems, where electronics dominate both cost and capability envelopes. • A growing global trend in modern battlefield digitisation is the adoption of ATAK as a de-facto standard for connected soldier systems and real-time information sharing. ATAK is a global standard for connected systems on the battlefield and information sharing. It provides better situational awareness by assimilating information from sights, handheld imagers and drone imagery. Value Chain of Defense Electronics The defense electronics industry underpins modern military capability by enabling sensing, decision support, communication, and engagement. These functions span Observation, Understanding, Communication, and Offensive systems, which together form the backbone of network-centric warfare. Electronics now account for a growing share of equipment value as militaries modernize aircraft, missiles, radars, and communication suites. Observation • Provides situational awareness across land, air, sea, and space through Intelligence, Surveillance, and Reconnaissance (ISR) platforms: Electro-Optical/Infrared sensors, radars, sonar, Unmanned Aerial Vehicles (UAVs), Airborne Warning and Control System (AWACS), and satellites. • Space-based sensors and persistent drones are expanding coverage; example: Joint STARS radar aircraft tracking mobile ground units. • Conflicts in Ukraine and Gaza underscore rising demand for persistent Intelligence, Surveillance, and Reconnaissance (ISR) and drone-based surveillance as early-warning and targeting tools. Figure 27: A Royal Australian Air Force E-7A Wedgetail. It provides airborne surveillance and early warning systems. Source: US Air Force 183Table 11: Observation Value Chain, Global Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (CY2024) Lockheed USA Private Tier‑1 multi‑domain New payload and software USD 71.0 Martin Intelligence, Surveillance, and refreshes across Billion Reconnaissance (ISR): Intelligence, Surveillance, AEW&C, space EO/SAR and Reconnaissance (ISR) payloads, tactical Electro- mission systems; continued Optical/Infrared turrets, integrations with manned– distributed sensing unmanned teams Northrop USA Private Global leader in Next‑gen AESA radar & USD 41.0 Grumman AEW&C/GMTI radars, GMTI enhancements; Billion HALE Intelligence, autonomous Intelligence, Surveillance, and Surveillance, and Reconnaissance (ISR) (e.g., Reconnaissance (ISR) Triton class), multi‑sensor constructs fusion Thales France Government- Strong Electro- New-gen optronic sights/EO USD 24.1 linked Optical/Infrared turrets, turrets and coastal Billion optronics, maritime Intelligence, Surveillance, Intelligence, Surveillance, and and Reconnaissance (ISR) Reconnaissance (ISR), system upgrades border‑surveillance systems Israel Israel Private Full‑stack Intelligence, New payload/ mission‑suite USD 6.1 Aerospace Surveillance, and updates; regional Billion Industries Reconnaissance (ISR): co‑production MoUs MALE UAVs, maritime patrol suites, Electro- Optical/Infrared turrets Rafael Israel Government- Air/ground radars, optronics, New TRS/AESA variants; USD 4.9 linked integrated border/coastal optronics refresh for Billion Intelligence, Surveillance, and land/naval Intelligence, Reconnaissance (ISR) Surveillance, and Reconnaissance (ISR) Leonardo Italy Government- Electro-Optical/Infrared Electro-Optical/Infrared USD 20.7 linked turrets, AESA radars, turret upgrades; MPA Billion maritime patrol Intelligence, mission system wins Surveillance, and Reconnaissance (ISR) suites Airbus EU Government- Space EO/SAR HAPS/space imaging USD 14.0 Defence & linked constellations, manned updates; Intelligence, Billion Space Intelligence, Surveillance, and Surveillance, and Reconnaissance (ISR) (C‑295 Reconnaissance (ISR) MPA), HAPS mission kit upgrades Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (FY2025) Bharat India Public Prime Intelligence, New coastal Intelligence, INR Electronics (PSU) Surveillance, and Surveillance, and 237,687 Ltd.) Reconnaissance (ISR) Reconnaissance (ISR) nodes Million electronics: radars, Electro- & Electro-Optical/Infrared Optical/Infrared sights, integrations with services coastal/border Intelligence, Surveillance, and Reconnaissance (ISR) Data Patterns India Private Niche Intelligence, Payload electronics & INR 7,083 Surveillance, and avionics wins Million Reconnaissance (ISR)/avionics subsystems, Electro- Optical/Infrared electronics, ground stations ideaForge India Private Market‑leading small‑UAV New long‑endurance INR 1,612 Intelligence, Surveillance, and mini‑UAV & payloads Million Reconnaissance (ISR) deliveries platforms 184Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (FY2025) Alpha Design India Private Electro-Optical/Infrared sights, New integrations with INR 4,392 Technologies Intelligence, Surveillance, and DPSUs/foreign OEMs Million Reconnaissance (ISR) (approx.) integration, offsets/JVs Tonbo Imaging India Private Low-SWaP Electro- Spartan refresh; INR 4,690 Optical/Infrared Intelligence, GeoC/Gazehound; Million Surveillance, and DRDO/DPSU Intelligence, Reconnaissance (ISR) Surveillance, and payloads; edge ATR; ATAK- Reconnaissance (ISR) native integrations Source: Frost & Sullivan Analysis Understanding • Converts multi-sensor data into actionable intelligence via target acquisition radars, fire-control systems, AI/ML analytics, and fusion algorithms. • AI-enabled systems distinguish real threats from clutter or decoys in real time (e.g., UAV video feeds, radar returns). • Automation at the tactical edge—onboard UAVs, armored vehicles, and naval platforms—reduces latency and accelerates the OODA loop (observe, orient, decide, act). Figure 28: A Finnish Ground Master 400. It is a mobile long range radar system which can detect tactical aircrafts, UAVs and cruise missiles. Table 12: Understanding Value Chain, Global Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (CY2024) Raytheon USA Private Tier‑1 fire‑control, IADS, Upgrades across air & USD 80.7 Technologies interceptors; multi‑sensor missile defense C2/fusion Billion fusion and suites; new radar/FCR battle‑management software refreshes BAE Systems UK Private Electronic systems, New USD 33.0 targeting pods, mission FCR/mission‑computer Billion computers, EW/C2 inserts; AI‑assisted targeting integration & EW integration Elbit Systems Israel Private Battle‑management systems New BMS exports and USD 6.8 (BMS), fire‑control, turret/fire‑control packages; Billion C4Intelligence, ATR/edge‑AI updates Surveillance, and Reconnaissance (ISR) apps; AI at the tactical edge 185Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (CY2024) Palantir USA Private Data fusion/AI decision Defense AI/ML operations USD 2.9 Technologies platforms; cross‑domain expansions with allied Billion intel integration MoDs Hensoldt Germany Private Surveillance radars + New AESA/radar family USD 2.6 fusion/C2 layers for GBAD refresh and fusion Billion & coastal Intelligence, middleware Surveillance, and Reconnaissance (ISR) Thales France Government- C4Intelligence, New C2/AI modules and USD 24.1 linked Surveillance, and BMS exports Billion Reconnaissance (ISR) suites, optronics + AI analytics; air/land/naval combat systems Leonardo Italy Government- AESA radars, mission Mission‑system upgrades USD 20.7 linked computers, integrated C2 and MPA/Intelligence, Billion for air & naval Surveillance, and Reconnaissance (ISR) C2 deliveries Israel Aerospace Israel Private Mission systems for New UAV mission‑suite & USD 6.1 Industries UAV/MPA; AI‑enabled maritime C2 wins Billion exploitation & C2 Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (FY2025) Bharat India Public Prime contractor for C4I, New command posts/BMS INR Electronics Ltd. (PSU) BMS, air‑defense nodes & FCR integrations 237,687 fire‑control, coastal/border with Services Million C2 Tata Advanced India Private Mission systems & avionics Avionics/mission‑system INR Systems integration; Intelligence, integrations; joint programs 51,231 Surveillance, and with global primes Million Reconnaissance (ISR)/C2 packages with OEM partners Tonbo Imaging India Private Electro-Optical/Infrared DRDO IIR-seeker (FY2024); INR 4,690 edge-AI (ATR & fusion), ATAK-integrated Million passive targeting processors, sights/payloads. uncooled dual-mode seeker. Source: Frost & Sullivan Analysis Communication Acts as the “nervous system” of modern forces, linking sensors, C2 nodes, and shooters. Includes tactical radios, SATCOM, software-defined radios, and 5G-derived mesh networks. • Free-Space Optical (FSO) links and emerging quantum-secure networks offer high bandwidth and resilience against EW threats. • Examples: U.S. JADC2 for redundant multi-path routing; India’s Defense Communication Network for secure, assured C3. 186Figure 29: Joint Operations Center aboard the command ship USS Mount Whitney Source: US Navy Table 13: Communication Value Chain, Global Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (CY2024) L3 Harris USA Private Global leader in SDR tactical New SDR/MANET USD 21.3 Technologies radios, MANET, data links, waveform refreshes and Billion airborne & maritime comms; multi‑service crypto & Type‑1 heritage interoperability awards Thales Group France Government- Tier‑1 for soldier radios, naval Next‑gen soldier radio & USD 24.1 linked comm suites, secure naval comms upgrades Billion SATCOM/C2; end‑to‑end with allied MoDs cryptography General USA Private Battlefield networking, Gateway/transport USD 47.7 Dynamics tactical gateways, SATCOM modernization awards; Billion Mission ground seg., Blue‑Force/MDT SATCOM terminal refresh Systems C2 Airbus Defense EU Government- MILSATCOM prime, secure MILSAT/secure network USD 14.0 & Space linked gov networks, airborne upgrades & national Billion comms; pan‑EU programs backbone extensions QinetiQ UK Private Niche RF, EW‑resilient Protected comms/RF USD 2.6 comms, telemetry, assured resilience pilots with Billion PNT; test & eval for comm UK/EU customers resilience Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (FY2025) Bharat India Public Prime for tri‑service SDR, New SDR family rollouts & INR Electronics Ltd. (PSU) tactical networks, naval/air secure network nodes for 237,687 comms, crypto; large‑scale Services Million production Astra Microwave India Private RF/microwave subsystems for New RF front‑ends & INR Products Ltd. SATCOM & radars; SATCOM subsystem wins 10,512 payload/ground‑seg. builds with Indian primes Million Centum India Private Avionics & communication Fresh LRUs for INR Electronics electronics, power/RF comm/navigation stacks 11,641 modules; space & defense with DPSUs/OEMs Million heritage Tonbo Imaging India Private Stabilized FSO links; compact Vehicular/mast FSO trials; INR 4,690 optical terminals; ATAK gimbal-integrated link Million video/track. control Saankhya Labs India Private Software‑defined radios, New SDR chipsets & NA SATCOM/terrestrial modem platforms for waveforms, edge modems defense/dual‑use comms Source: Frost & Sullivan Analysis Offensive 187• Encompasses precision-guidance electronics (GPS/INS, laser, IR, MMW seekers) for munitions, alongside Directed Energy Weapons (DEWs). • Loitering munitions integrate Intelligence, Surveillance, and Reconnaissance (ISR) and strike in one platform, enabling autonomous engagements. • HELs: U.S. Navy’s LaWS, Israel’s Iron Beam, and India’s CY2025 DRDO laser trial (30 kW, drones neutralized at 5 km, ~$8k/shot) highlight operational advances. • HPM systems are proving effective in counter-UAS roles, while future DEW programs aim for 100–300 kW class systems across land, sea, and air platforms. Figure 30: Directed Energy and Electric Weapon Systems Program Office of the US Navy Source: US Navy Table 14: Offensive Value Chain, Global Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (CY2024) Lockheed USA Private Tier‑1 for PGMs (JASSM New precision‑strike USD 71.0 Martin (USA) class), seekers & guidance, and increments & HEL Billion HEL (ship/land) integration integration milestones Raytheon USA Private Prime in air/air‑defense Next‑gen seeker/warhead USD 80.7 Technologies interceptors, seekers, fuzes; upgrades; C‑UAS effectors Billion (USA) HPM/RF effects R&D Northrop USA Private Guidance, avionics, advanced New seeker electronics & USD 41.0 Grumman seekers, and power/thermal for power conditioning awards Billion (USA) HEL Rafael (Israel) Israel Private Combat‑proven precision Precision‑strike kits & USD 4.9 munitions and DES‑ready C‑UAS integrations with Billion sensors/cueing allies MDBA (Europe) Europe Private European prime for European cooperative USD 5.7 cruise/anti‑ship/air‑defense upgrades & export variants Billion missiles; multi‑mode seekers Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (FY2025) Bharat India Public National prime for guided New production lots & INR Dynamics Ltd. (PSU) missiles; builds seeker/guidance localization 33,000 seekers/guidance with Indian IP Million Paras Defense & India Private Electro‑optics & laser New EO/laser modules & INR 3,727 Space subsystems; development defense development orders Million Technologies contracts in DE/EO (India) Bharat Forge India Private Artillery & smart munitions Tie‑ups for precision INR (India) electronics; fire‑control & artillery upgrades 153,366 precision kits Million 188Company Country Sector Portfolio/Edge Recent Launch/ Revenue Partnership (FY2025) Tonbo Imaging India Private Uncooled dual-mode Electro- DRDO IIR-seeker INR 4,690 Optical/Infrared seekers; AI (FY2024); loiterer Million fire-control/guidance; Electro- seeker/ATR updates. Optical/Infrared cueing for HPM/loiterers. Source: Frost & Sullivan Analysis Global Program Opportunities in Defense Electronics Table 15: Defense Electronics Program Opportunities, Global Country Program Name Budget Timeline Contract Links Expected USA M-SHORAD Increment Undisclosed (700+ Present – M-SHORAD Increment 1-4 1-4 units) CY2035 Procurement India Future Ready Combat USD 17.4 Billion FY2030 FCRV Procurement Vehicle (FRCV) (1,200+ units) India Future Infantry Combat $8.80 billion (1,750 FY2028-FY2030 FICV Procurement Vehicle (FICV) units) India AMCA $1.80 billion (125+ FY2034 (First AMCA Procurement units) Flight – FY2028) India ASW SWC Corvettes Undisclosed (16 FY2028 Indian Navy ASW-SWC units) Procurement Source: Frost & Sullivan Analysis Electro-Optical/Infrared Industry Defining Electro-Optical/Infrared Systems and Intelligence, Surveillance, and Reconnaissance (ISR) Applications Definition and Components Electro-Optical/Infrared (Electro-Optical/Infrared) systems are advanced sensor suites that combine optical cameras and infrared imagers to detect, track, and identify targets across multiple wavelengths. They integrate: • Electro-Optical (EO) sensors – capture visible-light imagery with high spatial resolution. • Infrared (IR) sensors – detect thermal emissions for night vision or visibility through obscurants like smoke, fog, or haze. Figure 31: Sniper equipped with Thermal Sights & Figure 32: A T-90 equipped with "Shtora-1" Electro- Night Vision Optical/Infrared system Key Features • Long-range imaging optics for stand-off surveillance. • Gyro-stabilization to ensure steady, clear images from moving platforms. 189• Multi-spectral coverage enabling detection and identification in varied operational environments. • Passive operation that detects reflected light or emitted heat without revealing the observer’s position. Role in the Intelligence, Surveillance, and Reconnaissance (ISR) Decision Cycle Electro-Optical/Infrared imagery (e.g., high-resolution daylight photos or thermal infrared video) feeds directly into the Intelligence, Surveillance, and Reconnaissance (ISR) loop, where it can be fused with other intelligence streams for threat identification and command decision-making. Civil and Dual-Use Applications Beyond defense, Electro-Optical/Infrared systems support environmental monitoring, disaster response, and humanitarian operation, such as wildfire tracking, oil spill monitoring, and multi-spectral weather observation from satellites. Evolution of Electro-Optical/Infrared Systems: Global and Indian Evolution Global Evolution CY1940s–1960s: Early Electro-Optical/Infrared Experiments (First Generation) Electro-optical and infrared sensing began with experimental night-vision scopes and rudimentary heat detectors during World War II, enabling limited visibility in darkness. By the Vietnam War, the first Forward-Looking Infrared (FLIR) units emerged, using rotating optomechanical scanners and cryogenically cooled detectors to produce thermal images for pilots. These early systems were bulky, low-resolution, and deployed only on high- value platforms like reconnaissance aircraft. CY1970s–1980s: Breakthroughs and Standardization (First to Second Generation) The invention of solid-state focal plane arrays (FPAs) allowed “staring” thermal imagers without moving parts, improving reliability and image quality. The U.S. introduced Common Module FLIR programs, standardizing sensors for multiple platforms. Advances in microelectronics enabled on-board signal processing. Operationally, these systems played pivotal roles in NATO Cold War surveillance and Middle East conflicts, giving commanders the first credible all-weather, night targeting capability. CY1990s–2000s: Multi-Sensor Integration and Battlefield Impact (Second Generation) This era saw the debut of gyro-stabilized Electro-Optical/Infrared gimbals (e.g., FLIR SAFIRE series), integrating daylight TV, FLIR, and laser rangefinders/designators into one unit. Gulf War I (1991) demonstrated their value, with FLIR-equipped aircraft and tanks detecting camouflaged Iraqi forces at night and through smoke. The CY2000s brought uncooled microbolometer IR cameras (Vanadium Oxide, an amorphous silicon detectors), enabling mass deployment for infantry, vehicles, and UAVs. Meanwhile, cooled mid-wave and long-wave IR sensors improved range for high-end platforms. CY2010–Present: High-Definition, AI Integration, and Miniaturization (Third Generation) Modern Electro-Optical/Infrared systems now feature high-definition digital sensors, multi-spectral imaging, and networked video streaming. Platforms like L3Harris WESCAM MX-Series and Teledyne FLIR Star SAFIRE incorporate GPS/INS geo-targeting, automated tracking, and optional hyperspectral or laser payloads. AI-enabled processing at the edge shortens the sensor-to-shooter cycle, as seen in Ukraine, where drones with Electro- Optical/Infrared turrets have guided artillery in real time. Indian Evolution Early Dependence on Imports (pre-FY2014) For decades, India relied heavily on foreign-made Electro-Optical/Infrared equipment, importing high- performance IR detector arrays (Indium Antimonide/Mercury Cadmium Telluride sensors), precision optics, and stabilized gimbal assemblies from France, Israel, and the U.S. Examples include LITENING targeting pods for Jaguar and Su-30MKI aircraft from Rafael (Israel) and Catherine thermal sights from Thales (France) for Army tanks. 190Shift Towards Self-Reliance (FY2014-18) The Aatmanirbhar Bharat initiative catalyzed indigenous R&D in Electro-Optical/Infrared. DRDO’s Instruments Research & Development Establishment (IRDE) and Centre for Airborne Systems (CABS) have developed cooled/uncooled thermal imagers, night sights, and airborne multi-sensor gimbals. • FY2023 Milestone: CABS unveiled an indigenously developed multi-sensor Electro-Optical/Infrared surveillance system integrating SWIR, day/night cameras, LRF, and laser illuminators, augmented by AI- based auto-tracking. • Deployment Plans: Systems are slated for Indian Coast Guard maritime patrol aircraft to enhance vessel tracking and oil spill detection. Industry Participation & Production Capacity (FY2019-23) Bharat Electronics Ltd (BEL) manufactures thousands of Electro-Optical/Infrared products annually—over 15,000 thermal sights and 1,000+ cooled Electro-Optical/Infrared units for Army, Navy, and Air Force in the last five years. Private firms like Tonbo Imaging supply uncooled thermal weapon sights (e.g., Spartan series), IIR missile seekers, and AI-enabled vision systems to both Indian forces and export customers. Recent RFPs & Contracts (FY2023-25) • BEL: Order for 2,000+ commander’s thermal imaging sights for T-90 tanks (FY2024). • Tonbo Imaging: DRDO contract for IIR seekers for tactical missiles (FY2024). • ideaForge: Awarded Electro-Optical/Infrared payload development for fixed-wing UAV program (FY2023). • Paras Defence: BEL subcontract for naval IR Search & Track (IRST) systems (FY2024). Market Sizing of Electro-Optical/Infrared (CY2020-30) The global Electro-Optical/Infrared (Electro-Optical/Infrared) systems market is witnessing a strong growth trajectory, expanding from USD 6.4 billion in CY2020 to a projected USD 12.9 billion in CY2030, reflecting a CAGR of 7.2% over the decade. By comparison, Electro-Optical/Infrared accounted for roughly 9.1% of total defense electronics spending in CY2020, a share expected to moderate slightly to 5.3% by 2030, reflecting faster growth in other electronics categories. Nevertheless, Electro-Optical/Infrared remains strategically indispensable, with fused optical and infrared sensing emerging as a core enabler of next-generation multi-domain Intelligence, Surveillance, and Reconnaissance (ISR) and precision strike architectures. Figure 33: Electro-Optical/Infrared Market Forecast, Global & Target Markets, CY2020-2030 20 18 16 s n 14 o illiB 11 02 $ 8 S 6 U 4 2 0 CAGR 2025 2026 2027 2028 2029 2030 2020 2021 2022 2023 2024 (2020- (P) (P) (P) (P) (P) (P) 2030) Growth Markets 0.06 0.09 0.11 0.25 0.27 0.26 0.22 0.22 0.24 0.28 0.24 0.16 Europe 1.13 1.19 1.76 2.56 2.92 3.14 3.24 3.14 3.04 2.89 3.22 0.11 India 0.51 0.54 0.69 0.76 0.79 0.95 0.98 1.20 1.23 1.38 1.28 0.10 Global 6.43 6.65 7.56 9.40 10.40 11.24 11.95 12.13 12.40 12.94 12.87 0.07 Source: Frost & Sullivan Europe 191• Europe’s Electro-Optical/Infrared market is forecast to grow from $1.13 billion in CY2020 to $3.23 billion by CY2030, with a CAGR of 11.1%. • European nations are significantly ramping up Intelligence, Surveillance, and Reconnaissance (ISR) capability in response to Russian aggression, resulting in high investment in Electro-Optical/Infrared- enabled UAVs, base defense platforms, and next-gen infantry imaging systems. • Recent procurements include Thales Sophie Ultima handheld thermal imagers for French forces, Leonardo’s Osprey 30 AESA radar with integrated Electro-Optical/Infrared for UK Poseidon MRA1 aircraft, and Hensoldt ARGOS-II HD turrets for German and Baltic maritime patrol aircraft. • NATO spending mandates and the launch of indigenous European sensor programs are expected to reduce dependency on U.S. and Israeli suppliers. India • India’s Electro-Optical/Infrared market is expected to surge from $507 million in CY2020 to $1.28 billion by CY2030, representing a CAGR of 9.7%. • Growth is driven by Atmanirbhar Bharat and Defence Acquisition Procedure (DAP) 2020 mandates that prioritize indigenous sourcing and technology transfer, creating strong demand for locally designed Electro-Optical/Infrared payloads for infantry, border forces, UAVs, and naval platforms. • India's growth is led by indigenous programs to equip infantry, border forces, and airborne platforms with Electro-Optical/Infrared payloads; key drivers include the deployment of UAV-based surveillance, thermal imagers, and border monitoring radars. • DRDO, BEL, and private players are engaged in developing Electro-Optical/Infrared turrets, thermal weapon sights, and seeker technologies for missiles and smart munitions. Growth Markets (Philippines, Indonesia, Nigeria, Morocco) • The combined Electro-Optical/Infrared market across these growth markets will grow from $57 million in CY2020 to $242 million by CY2030, reflecting a CAGR of 15.6%. • Southeast Asian countries like the Philippines and Indonesia are prioritizing Electro-Optical/Infrared integration into maritime patrol aircraft, naval corvettes, and coastal radar chains to counter Chinese incursions and piracy threats. • Nigeria is upgrading its ground Intelligence, Surveillance, and Reconnaissance (ISR) platforms to support counter-insurgency efforts, while Morocco is sourcing Electro-Optical/Infrared systems for UAVs and surveillance towers as part of broader modernization efforts. Opportunity Breakdown by Application for Electro-Optical/Infrared Systems (Global) 192Figure 34: Electro-Optical/Infrared Market Forecast, By Application, CY2020-CY2030 14.00 12.00 10.00 s n o illiB 8.00 $ D 6.00 S U 4.00 2.00 0.00 CAGR 2025 2026 2027 2028 2029 2030 2020 2021 2022 2023 2024 (2020- (P) (P) (P) (P) (P) (P) 2030) Tactical 2.62 2.62 2.62 3.38 3.36 3.27 3.57 3.53 3.53 4.40 4.30 5.09% Air 1.54 1.67 2.04 2.41 2.57 2.85 3.07 3.43 3.41 3.35 3.40 8.25% Land 1.09 1.13 1.53 2.08 2.70 3.29 3.23 3.25 3.31 2.98 3.19 11.36% Homeland, Bases, Borders 0.91 0.91 0.98 0.98 1.16 1.24 1.46 1.29 1.49 1.56 1.41 4.52% Naval 0.27 0.33 0.38 0.54 0.61 0.59 0.61 0.62 0.67 0.64 0.56 7.43% Source: Frost & Sullivan Air Figure 35: Electro-Optical/Infrared Market Forecast, Air, CY2020-2030 4.00 3.50 3.00 s 2.50 n o illiB 2.00 $ S U 1.50 1.00 0.50 0.00 CAGR 2020 2021 2022 2023 2024 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2020- 2030) Air 1.54 1.67 2.04 2.41 2.57 2.85 3.07 3.43 3.41 3.35 3.40 8.25% Source: Frost & Sullivan • The aerial segment, including fixed-wing, rotary, and UAV-based imaging systems, is forecast to grow from $1.54 billion in CY2020 to $3.40 billion in CY2030, achieving a CAGR of 8.3%. • Modernization of air forces and drone fleets across the globe is accelerating the need for high-resolution, gyro-stabilized, multi-mode Electro-Optical/Infrared payloads. Table 16: Aerial Electro-Optical/Infrared Program Opportunities Country Program Name Budget Timeline Expected Contract Links India Tejas Mk2 $1.3 billion FY2029 (First Flight – HAL Tejas Mk2 (230+ units) FY2026) Procurement India AMCA $1.8 billion FY2034 (First Flight – AMCA Procurement (125+ units) FY2028) Indonesia Rafale C F3 $8.1 billion (42 CY2026 Indonesia Rafale C F3 units) Procurement Land 193Figure 36: Electro-Optical/Infrared Market Forecast, Land, CY2020-2030 3.5 3.0 2.5 s n o 2.0 illiB $ 1.5 S U 1.0 0.5 0.0 CAGR 2020 2021 2022 2023 2024 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2020- 2030) Land 1.09 1.13 1.53 2.08 2.70 3.29 3.23 3.25 3.31 2.98 3.19 11.36% Source: Frost & Sullivan • The land segment, including ground-based platforms, and fixed installations, including main battle tanks (MBTs), infantry fighting vehicles (IFVs), armored personnel carriers (APCs), self-propelled artillery, man-portable weapon sights, and border surveillance towers, will expand from $1.09 billion in CY2020 to $3.19 billion in CY2030, registering a CAGR of 11.36%. • Demand is concentrated in ground surveillance systems, vehicle-mounted optics, and fixed Electro- Optical/Infrared towers along sensitive borders and high-threat zones. Table 17: Land Electro-Optical/Infrared Program Opportunities Country Program Name Budget Timeline Expected Contract Links USA M-SHORAD Increment 1-4 Undisclosed Present – CY2035 M-SHORAD Increment 1-4 (700+ units) Procurement India Future Ready Combat Vehicle $17.4 Billion FY2030 FCRV Procurement (FRCV) (1,200+ units) India Future Infantry Combat $8.8 billion FY2028-FY2030 FICV Procurement Vehicle (FICV) (1,750 units) Naval Figure 37: Electro-Optical/Infrared Market Forecast, Naval, CY2020-2030 0.70 0.60 0.50 s n o 0.40 illiB $ 0.30 S U 0.20 0.10 0.00 CAGR 2020 2021 2022 2023 2024 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2020- 2030) Naval 0.27 0.33 0.38 0.54 0.61 0.59 0.61 0.62 0.67 0.64 0.56 7.43% Source: Frost & Sullivan 194• The naval segment, encompassing surface combatants, submarines, unmanned surface and underwater vehicles (USVs/UUVs), and shipborne surveillance systems, is projected to rise from $273 million in CY2020 to $560 million by CY2030, at a CAGR of 7.43%. • Growth is underpinned by expanding littoral security missions, blue-water naval ambitions in Asia, and integration of Electro-Optical/Infrared turrets on surface combatants, OPVs, and submarines. The following table highlights select naval procurement programs driving demand for advanced Electro- Optical/Infrared capabilities at sea. Table 18: Naval Electro-Optical/Infrared Program Opportunities Country Program Name Budget Timeline Expected Contract Links Indonesia FREMM Frigates Undisclosed (6 CY2024-CY2025 Indonesia FREMM units) Procurement Tactical Figure 38: Electro-Optical/Infrared Market Forecast, Tactical, CY2020-2030 5.0 4.5 4.0 3.5 s n o 3.0 illiB 2.5 $ S 2.0 U 1.5 1.0 0.5 0.0 CAGR 2020 2021 2022 2023 2024 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2020- 2030) Tactical 2.62 2.62 2.62 3.38 3.36 3.27 3.57 3.53 3.53 4.40 4.30 5.09% Source: Frost & Sullivan • The tactical segment, spanning man-portable Electro-Optical/Infrared sights, soldier-borne systems, handheld multi-sensor target acquisition devices, remote weapon station optics, and vehicle-mounted reconnaissance turrets for light and special operations vehicles, represents the largest and most rapidly evolving category—growing from $2.62 billion in CY2020 to $4.30 billion by CY2030, at a CAGR of 5.1%. Homeland Security, and Public Safety Applications 195Figure 39: Electro-Optical/Infrared Market Forecast, Homeland Security, and Public Safety Applications, CY2020-2030 1.80 1.60 1.40 s 1.20 n o illiB 1.00 $ 0.80 S U 0.60 0.40 0.20 0.00 CAGR 2025 2026 2027 2028 2029 2030 2020 2021 2022 2023 2024 (2020- (P) (P) (P) (P) (P) (P) 2030) Homeland, Bases, Borders 0.91 0.91 0.98 0.98 1.16 1.24 1.46 1.29 1.49 1.56 1.41 4.52% Source: Frost & Sullivan • The Homeland Security and Public Safety segment, including fixed and mobile Electro-Optical/Infrared platforms for perimeter security, base defense, border surveillance, critical infrastructure monitoring, and disaster response, is projected to grow from $906 million in CY2020 to $1.41 billion by CY2030, with a CAGR of 4.52%. • The rise in non-traditional threats—drones, smuggling, and trafficking—has led to widespread adoption of Electro-Optical/Infrared sensors in homeland and dual-use roles. Subsystems, OEMs, Integrators, and Service Providers The Electro-Optical/Infrared industry involves a complex value chain from specialized component makers up to end-to-end solution providers. Key segments of this value chain include: Table 19: Subsystems, OEMs, Integrators, and Service Providers Landscape Subsystem OEM Integrators Service Providers Manufacturers • Lynred • Lockheed Martin • Boeing • L3 Harris WESCAM • SCD Semiconductor • Raytheon Technologies • Hindustan Aeronautics Ltd • Leidos • Photonis • Thales Group • Larsen & Tuobro • Bharat Electronics Ltd. • Elbit Systems • Alpha Design Technologies • L3Harris WESCAM • Leonardo • Bharat Electronics Ltd • Tonbo Imaging • Paras Defense & Space Subsystem Manufacturers • Provide core building blocks: IR detector arrays, optical lenses, stabilization gyros, cryocoolers, lasers, and signal-processing electronics. • Performance depends heavily on this tier: advances in detector sensitivity or optics directly elevate end-product capability. 196Global suppliers are limited (U.S., France, Israel), making this a strategic chokepoint. • In India, subsystem production remains a gap—high-end FPAs and optics are mostly imported. DRDO initiatives are pushing domestic cooled FPA and thermal module development, though reliance on foreign vendors persists. Table 20: Electro-Optical/Infrared Subsystem Value Chain. Source: Company Annual /Financial Reports Company Country Sector Electro-Optical/Infrared Offerings & Revenue Export Presence Capabilities (CY2024) Lynred France Private Designs cooled & uncooled IR detector USD 275 Medium – subsystems (FPAs) across all IR bands. Million Supplies IR Europe’s leading IR detector supplier for (2020) detectors (e.g., military, space, and surveillance VOx, MCT) to applications. global OEMs; not direct system exporter. SCD – Israel Private Produces medium- and high-wave IR USD 32 Low-Medium – SemiConductor (JV) detectors for defense, including long-range Million India-based JV; Devices thermal vision sensors for aerial emerging in surveillance and missile warning. Fully exports, largely integrated from R&D to packaging. to select OEM partners. Photonis France/ Private Global leader in image intensifier tubes ~USD 10 Medium-High – Netherlands (~70% of demand for Gen-3/4). Supplies Million Supplies night- NV tubes for goggles and scopes with auto- vision gating and high FOM for low-light tubes/detectors imaging. internationally through defense OEMs. Source: Frost & Sullivan OEMs (Original Equipment Manufacturers) • Design and deliver complete Electro-Optical/Infrared systems: targeting pods, multi-sensor gimbals, weapon sights, handheld imagers. • Global leaders: Lockheed Martin, Raytheon, Northrop Grumman, BAE Systems, Thales, Leonardo, Elbit, L3Harris, Teledyne FLIR. • Focus areas: higher resolution, SWaP efficiency, AI-enabled analytics, and platform-specific customization. • Some OEMs fabricate detectors in-house (e.g., Raytheon, Leonardo); others source from specialists (e.g., Lynred, Teledyne). In India: • BEL is the main state-owned OEM, producing IR sights, stabilized imagers, and turrets, often via JVs/tech transfers. • Tonbo Imaging and Alpha Design Technologies are emerging private players, offering indigenous, ITAR- free Electro-Optical/Infrared payloads for domestic and export markets. Table 21: Electro-Optical/Infrared OEM Value Chain. Source: Company Annual /Financial Reports Company Country Sector Electro-Optical/Infrared Offerings & Revenue Export Capabilities (CY2024) Presence Lockheed USA Private Provides Electro-Optical/Infrared systems USD 71.0 High – Supplies Martin across platforms. Develops suites like Billion night-vision EOTS (F-35) and Sniper/XR pods, tubes/ detectors enabling long-range detection and targeting internationally for fighters and helicopters. through defense OEMs. 197Company Country Sector Electro-Optical/Infrared Offerings & Revenue Export Capabilities (CY2024) Presence Raytheon USA Private Supplies Electro-Optical/Infrared systems USD 80.7 High – Wide Technologies such as AN/AAS-52 MTS turrets and IR Billion export footprint seekers. Advancing AI-enabled Electro- for Electro- Optical/Infrared (RAIVEN architecture) Optical/Infrared for faster threat detection, with strong seekers, pods, lifecycle support. targeting systems. Thales Italy/ Government- Produces integrated EO systems for land, USD 24.1 High – Group USA linked sea, and air, incl. MIRADOR Mk2 Billion Extensive surveillance turrets and Catherine thermal exports of imagers. Emphasis on compact, modular Electro- systems for defense platforms. Optical/Infrared systems across Europe, MENA, and Asia- Pacific. Elbit Israel Private Wide Electro-Optical/Infrared portfolio: USD 6.8 High – Strong Systems thermal sights, UAV payloads, targeting Billion global presence pods, night vision. Spectro XR and in Electro- COMPASS turrets include AI-enhanced Optical/Infrared recognition and sensor fusion. payloads and turret exports. L3Harris USA Private Renowned for MX-series Electro- USD 21.3 High – Exports WESCAM Optical/Infrared turrets (3,000+ fielded). Billion MX-series Multi-sensor systems integrate HD thermal Electro- imagers, laser designators, and video Optical/Infrared tracking for air, maritime, and land systems Intelligence, Surveillance, and globally. Reconnaissance (ISR). Leonardo/ Italy/ Government- Offers Electro-Optical/Infrared targeting USD 20.7 High – Leonardo USA linked and surveillance systems (IRST, thermal Billion Significant DRS imagers, missile seekers). Recently secured exports of naval, U.S. Army contracts for Electro- land, and Optical/Infrared sensors on SHORAD airborne vehicles. Electro- Optical/Infrared systems. Company Country Sector Electro-Optical/Infrared Offerings & Revenue Export Presence Capabilities (FY2025) Bharat India Public India’s primary Electro-Optical/Infrared INR Medium – Electronics (PSU) OEM. Produces thermal sights, stabilized 237,687 Exports thermal Ltd payloads, and naval EO fire-control systems Million systems (e.g., CoMPASS). Supplies targeting regionally (e.g., systems via partnerships and ToT. to Nepal, African markets). Tonbo India Private Specializes in AI-enabled Electro- INR 4,690 Low-Medium – Imaging Optical/Infrared sensors and Intelligence, Million Indian OEM; Surveillance, and Reconnaissance (ISR) some early payloads. Wolfpack TRST and Atlas offer exports, growing 360° situational awareness with sensor but still limited. fusion. Lightweight, low-SWaP solutions across domains. Paras Defense India Private Emerging Electro-Optical/Infrared OEM. INR 3,727 Low–Medium – & Space Builds sights and gimbal systems (e.g., Million Emerging player Sight-25HD). Supplies units for CIWS and with initial space-grade optics. Growing export-linked export-linked programs with DRDO support. programs. Source: Frost & Sullivan Integrators • Embed Electro-Optical/Infrared payloads into larger systems, ensuring seamless power, cooling, data, and C2 integration. 198Examples: • Aircraft OEMs (Boeing, HAL) fitting Electro-Optical/Infrared turrets into avionics. • Naval primes integrating Electro-Optical/Infrared into combat management systems. • Big OEMs (e.g., Thales) often double as integrators, linking cameras with communications/C2 systems. In India: • DRDO leads during trials. • HAL and shipyards handle platform integration. • Specialized firms provide turnkey border surveillance systems, combining Electro-Optical/Infrared, radars, and command centers. Table 22: Electro-Optical/Infrared Integrator Value Chain. Source: Company Annual /Financial Reports Company Country Sector Electro-Optical/Infrared Offerings & Revenue Export Capabilities (CY2024) Presence Boeing USA Private Integrates Electro-Optical/Infrared systems into USD 66.5 Medium–High – aircraft and UAVs (e.g., L3Harris MX-20 on P- Billion Electro- 8A Poseidon, Lockheed M-TADS/PNVS on AH- Optical/Infrared 64 Apache). Acts as a systems integrator ensuring exports tied to fused Intelligence, Surveillance, and aircraft & Reconnaissance (ISR), targeting, and mission weapon avionics. packages. Company Country Sector Electro-Optical/Infrared Revenue (FY2025) Export Offerings & Capabilities Presence Hindustan India Public Integrates Electro-Optical/Infrared INR 304,000 Million Low– Aeronauti (PSU) payloads on indigenous/licensed Medium – cs Ltd platforms (e.g., LCH, ALH Dhruv, Primarily Su-30MKI). Uses BEL CoMPASS domestic; turrets, Rafael Litening pods, and limited DRDO RST sensors. Collaborates exports (e.g., on future fighters and UAV Myanmar payloads under Atmanirbhar Tejas). Bharat. Larsen & India Private Integrates Electro-Optical/Infrared INR 96,950 Million Low– Tuobro into naval/land systems, e.g., (approximate) Medium – (Hi-Tech CIWS Sudarshan with 244 Sight- Domestic and 25HD sensors (Paras). Provides focus, export Defence) turnkey surveillance/targeting potential via networks (radars + IR cameras + JV & govt. lasers). Supports indigenization programs. goals. Alpha India Private Specializes in Electro- INR 4,392 Million Low – Niche Design Optical/Infrared integration for (approximate) OEM; Technol Indian Army vehicles (e.g., BMP- growing but ogies 2, T-72, UAV payloads). Works limited with Elbit for thermal sights & exports. fire-control systems. Provides lifecycle training & support. Increasing role in UAV/UGV programs. Source: Frost & Sullivan Service Providers • Scope of Services: Includes OEM-led support (via maintenance contracts and service centers) and third- party contractors providing operations or analytics-as-a-service 199• Maintenance, Repair & Overhaul (MRO): Essential for high-end Electro-Optical/Infrared gear, covering calibration, part replacement (e.g., finite-life cryocoolers), and software updates to sustain performance. • Global Service Networks: Leading firms like L3Harris (WESCAM) operate authorized service centers worldwide for MX-series turrets, enabling local repairs, spare parts access, and technician training. • Localized Capability Building: Regional service hubs enhance system uptime and foster self-reliance by training in-country experts for Electro-Optical/Infrared upkeep. • Operational Services: Contractors may operate Electro-Optical/Infrared-equipped aircraft or UAVs for governments (e.g., in border surveillance or maritime patrol), delivering processed intelligence as the final product. • Data Analysis Services: Niche providers use AI to process Electro-Optical/Infrared imagery (e.g., infrared satellite data) for defense, environmental monitoring, or geospatial intelligence applications. Table 23: Electro-Optical/Infrared Service Providers Value Chain. Source: Company Annual /Financial Reports Company Country Sector Electro-Optical/Infrared Offerings & Revenue Export Presence Capabilities (CY2024) L3 Harris USA Private Operates a global support network for USD 21.3 High – Exports WESCAM WESCAM Electro-Optical/Infrared systems, Billion MX-series Service with 13 dedicated facilities providing Electro- maintenance, training, and sustainment for Optical/Infrared military and law enforcement in 70+ countries. systems globally. Focuses on maximizing operational uptime and through-life support of MX-series turrets. Leidos USA Private Provides “Intelligence, Surveillance, and USD 16.7 Medium – U.S.- Reconnaissance (ISR)-as-a-Service,” offering Billion based integrator; aircraft with retractable Intelligence, exports via Surveillance, and Reconnaissance (ISR) pods government (e.g., MX-20) and analytics for surveillance sales, especially missions. Handles sensor data processing, AI- Intelligence, driven analysis, and logistics, enabling clients to Surveillance, and access Electro-Optical/Infrared intelligence Reconnaissance without owning the hardware. (ISR) platforms. Company Country Sector Electro-Optical/Infrared Revenue (FY2025) Export Offerings & Capabilities Presence Bharat India Public Alongside manufacturing, BEL INR 237,687 Million Medium – Electronics (PSU) provides MRO for Electro- Exports Ltd. Optical/Infrared systems under thermal technology transfer agreements. systems Maintains D-level support for regionally CoMPASS Electro- (e.g., to Optical/Infrared turrets, including Nepal, repairs, spares, and training for African Indian armed forces. Ensures markets). availability of critical sensors in line with “Make in India” sustainment goals. Source: Frost & Sullivan Impact of AI, Edge Computing, and Quantum Imaging on Future Growth The Electro-Optical/Infrared industry is undergoing a structural shift as AI, edge computing, and quantum imaging redefine the design, deployment, and operational utility of imaging systems. These technologies are not incremental add-ons; they are force multipliers that transform Electro-Optical/Infrared from passive sensors into autonomous, intelligent surveillance and targeting ecosystems. Artificial Intelligence 200AI is revolutionizing Electro-Optical/Infrared by embedding autonomy, automation, and analytical depth into sensors. Defense primes and niche firms alike are integrating deep learning models (CNNs, transformers, GANs) to enable: • Automatic Target Recognition (ATR): Neural networks trained on Electro-Optical/Infrared data rapidly classify and track targets (e.g., UAVs, vehicles, personnel), even in low-contrast or cluttered environments. This significantly reduces operator workload and compresses the sensor-to-shooter cycle. • Anomaly & Intent Detection: AI baselines “normal” patterns in Electro-Optical/Infrared feeds and autonomously flags deviations, such as concealed vehicles or irregular troop movement, supporting predictive threat recognition. • Multispectral Fusion: AI-enabled fusion integrates EO, IR, and multispectral bands into coherent outputs, cutting through fog, smoke, or camo to deliver clear situational awareness. • Semantic Scene Understanding: Advanced AI parses every pixel to generate semantic maps, enabling mission-specific insights (e.g., auto-classifying ambush positions in urban terrain). Operationally, AI is shifting control from human-in-the-loop to human-on-the-loop paradigms, where the machine performs data fusion and prioritization while commanders focus on confirmation and escalation. Frost & Sullivan estimates 40–45% of defense Electro-Optical/Infrared contracts by CY2030 will embed AI, compared to ~30% in 2024, making AI integration a baseline requirement rather than a differentiator. Example: Israel’s Rafael integrates ATR and semantic mapping into its targeting pods, while India’s Tonbo Imaging co-develops AI-enabled missile seekers with Bharat Dynamics Ltd. to autonomously identify weak points on armored vehicles mid-flight. Edge Computing and Distributed Systems Edge processing is moving Electro-Optical/Infrared from passive collection to real-time decision-making nodes. By processing data at the sensor, systems reduce bandwidth requirements, avoid latency, and remain functional in GPS-denied or communication-contested environments. • Embedded AI/SoC Hardware: Rugged low-power GPUs, ASICs, and FPGAs enable Intelligence, Surveillance, and Reconnaissance (ISR) drones, soldier-borne optics, and loitering munitions to autonomously classify and prioritize threats at the point of capture. • Resilience in Contested Environments: Edge-enabled Electro-Optical/Infrared maintains Intelligence, Surveillance, and Reconnaissance (ISR) continuity even under EW, cyber disruption, or comms degradation. • Distributed Mesh Intelligence, Surveillance, and Reconnaissance (ISR): Low-SWaP Electro-Optical/Infrared nodes connected in self-healing optical/radio networks allow persistent coverage, redundancy, and graceful degradation under attrition. Example: The U.S. Army’s IVAS program embeds edge AI in soldier helmets for real-time threat alerts; Tonbo Imaging’s IIR seeker with BDL uses onboard AI and edge processors to adjust missile trajectories dynamically. By CY2030, >35% of defense Electro-Optical/Infrared platforms are expected to feature embedded edge processors, compared to <15% in 2024. This will make edge autonomy a baseline design parameter for future Intelligence, Surveillance, and Reconnaissance (ISR) and targeting systems. Quantum Imaging Quantum imaging uses special photon properties and highly sensitive detectors to see in situations where traditional cameras fail. This includes seeing through smoke or darkness, detecting targets at long distances, and resisting jamming in ISR missions. Quantum imaging remains at an early stage but has transformational potential for Electro-Optical/Infrared. Leveraging entanglement, single-photon detection, and quantum state manipulation, it promises imaging beyond classical limits: • Ghost Imaging: Entangled photon pairs allow imaging even when only one beam interacts with the target, enabling vision in near-total darkness or through obscurants (fog, smoke, camouflage). 201• SPAD Arrays: Detect extremely faint or long-range returns, enhancing Intelligence, Surveillance, and Reconnaissance (ISR) for covert surveillance and long-distance missile tracking. • Spectral Upconversion: Transfers data from hard-to-detect IR bands to visible wavelengths, improving detectability of stealth platforms and camouflaged equipment. Strategic Applications: • Covert Ops: Near-zero illumination imaging for clandestine Intelligence, Surveillance, and Reconnaissance (ISR). • Counter-Stealth: Detecting low-RCS aircraft or hypersonic vehicles by exploiting non-classical photon behavior. • Resilient Intelligence, Surveillance, and Reconnaissance (ISR): Immune to conventional jamming/spoofing due to quantum correlation principles. Threats and Challenges Global Market Challenges Despite the optimistic growth forecasts for Electro-Optical/Infrared systems, the industry faces several challenges globally. Technical Challenges • SWaP vs. Performance Trade-offs – Higher resolution/range increases size, weight, and cost (SWaP), conflicting with demand for compact, low-SWaP solutions. • Ruggedization Costs – Military-grade reliability for extreme environments (temperature, vibration, shock) adds complexity and expense. • Specialized Manufacturing – Thermal detectors, optical coatings, and gimbal assemblies require precision fabrication; defects cause delays and cost overruns. • Integration Complexity – Multi-sensor, AI-enabled Electro-Optical/Infrared must integrate seamlessly with platforms, mission computers, and network architectures. Business & Competitive Risks • High Entry Barriers – New entrants face high R&D costs, long product qualification cycles, and stringent defense certifications. • Market Concentration – Dominated by large OEMs; smaller firms struggle to compete without niche specialization or partnerships. • Supply Chain Vulnerabilities – Dependence on limited-country suppliers; geopolitical tensions or export controls (ITAR/EAR) can restrict component flow. • Dependence on Rare Earth Metals - Production of critical components for products is dependent on suppliers being able to procure raw materials, such as Germanium, Silicon and Carbon. Germanium is a scarce and expensive raw material and is subject to government licensing/export restrictions in certain geographies like China. Raw materials like Germanium and rare earth elements used in infrared optics are mined in only a few countries, such as China and Russia and face increasing scarcity and price volatility affecting the supply chain. Operational Threats • Countermeasures Evolution – Adversaries invest in camouflage, thermal masking, laser dazzlers, and decoys, forcing constant innovation. • Budget Volatility – Defense Intelligence, Surveillance, and Reconnaissance (ISR) budgets can be cut or delayed due to economic downturns or shifting priorities. 202• ROI Pressure – Programs increasingly require clear mission-impact justification for funding approval. India-Specific Challenges In India, the Electro-Optical/Infrared sector faces a unique set of challenges as it works to build indigenous capacity and reduce reliance on imports. Dependency & Supply Risks • High Import Dependence – Core technologies (InSb/MCT detectors, thermal camera cores, gimbals) still sourced from abroad, exposing India to supply delays, restrictions, and technology denial. • Hybrid Sourcing Model – Indigenous capability still maturing; interim reliance on imports for critical components. Procurement & Policy Barriers • Bureaucratic Procurement Cycles – Long timelines and procedural inertia historically favored foreign OEMs over domestic innovators. • Policy Execution Gaps – “Make in India” and DAP 2020 provide preferential policies, but contract awards and upgrade continuity remain inconsistent. Funding & Market Size Constraints • Capital-Intensive R&D – Detector fabs, cooled IR tech, and space-based sensors require sustained funding; private firms face capital access issues. • Scale Limitations – Domestic market smaller than global peers, making exports necessary but highly competitive. Industrial Base & Skills Gap • Specialized Manufacturing Deficit – Gaps in precision optics, vacuum semiconductor processing, cryocoolers, and quality control capabilities. • Testing Infrastructure Shortfall – Limited calibrated ranges and environmental test facilities for Electro- Optical/Infrared certification. Operational & Environmental Factors • Ruggedization Needs – Systems must withstand India’s heat, dust, and humidity without performance degradation. Precision Weapon Guiding Systems (PWGS) Defining PWGS Systems Precision Weapon Guiding Systems (PWGS) enable munitions to achieve meter-level accuracy by integrating advanced sensors, processors, and control mechanisms. Used across air, land, and naval platforms, they combine multiple guidance methods to ensure resilience in contested environments: • Inertial Navigation Systems (INS) – Gyroscopes/accelerometers track position; immune to jamming but prone to drift, typically paired with GNSS for correction. • Satellite Navigation (GPS/GLONASS/NavIC) – Provides global coordinate fixes; vulnerable to jamming/spoofing, mitigated by anti-jam modules. • Laser Guidance – Semi-active laser homing for pinpoint accuracy; weather/LOS dependent. • Radar Homing – Active or passive modes, including mmW radar for all-weather targeting. 203• Imaging Infrared (IIR) & Electro-Optical (EO) Seekers – Visual/thermal lock-on with “fire-and-forget” capability; increasingly integrated with ATR algorithms. Modern PWGS trends include sensor fusion (e.g., INS+GNSS+IIR), AI-enhanced ATR, and compact, modular seeker designs for cross-platform integration. These technologies underpin the shift toward precision-centric warfare, reducing collateral damage and improving cost-per-kill efficiency. Market Sizing of PWGS The PWGS market sits at the center of modern warfare transformation. Conflicts such as the Russia–Ukraine war and rising A2/AD threats have underscored the value of precision-guided weapons, from laser-guided bombs and GPS-enabled artillery shells to loitering munitions. Defense ministries now prioritize precision in procurement, integrating PWGS into both legacy and next-gen platforms. The global market is forecast to grow from USD 9.35 billion in CY2020 to USD 20.58 billion by CY2030 (CAGR 8.2%). Growth is expected to accelerate through 2028, supported by expanded procurement programs, indigenous capability development, and AI-enabled targeting. Key drivers across all markets include: Increasing shift from unguided to smart munitions for cost-effective, low-collateral operations • High investments in PGMs such as smart bombs, air-to-ground missiles, loitering munitions, and artillery-guided projectiles – e.g., U.S. GBU-53/B StormBreaker and JDAM series, India’s SAAW (Smart Anti-Airfield Weapon), Israel’s Spike NLOS missile, and Turkey’s MAM-L smart munition for UAVs. • Integration of dual-mode guidance (e.g. INS + Electro-Optical/Infrared, or GNSS + laser) for flexibility across weather and battlefield conditions Advanced data-link-enabled weapons for mid-course corrections and networked targeting Figure 40:Precision Guided Weapon Systems Market Forecast, Target Markets, CY2020-2030 18 16 s 14 n o 12 illiB 10 8 $ S 6 U 4 2 0 CAGR 2020 2021 2022 2023 2024 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2020- 2030) US 0.20 0.19 0.22 0.23 0.29 0.28 0.38 0.43 0.51 0.56 0.65 12.4% NATO 4.73 4.86 5.39 6.06 7.25 8.22 8.03 8.53 9.52 9.61 10.79 8.6% Middle East 0.87 1.29 1.31 1.24 1.26 1.62 1.94 2.14 1.80 1.63 1.48 5.4% Asia Pacific 1.08 1.17 1.64 2.33 2.65 2.89 3.13 2.77 2.99 3.38 2.92 10.5% Source: Frost & Sullivan 204Figure 41: Precision Guided Weapon Systems Market Forecast, Global & Target Markets, CY2020-2030 30 25 s n o 20 illiB 15 $ S 10 U 5 0 CAGR 2020 2021 2022 2023 2024 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2020- 2030) Growth Markets 0.05 0.12 0.22 0.38 0.47 0.43 0.34 0.35 0.58 0.78 0.60 27.3% Europe 1.40 1.68 2.09 2.70 3.76 4.57 4.05 4.18 4.75 4.81 5.37 14.4% India 0.29 0.33 0.71 0.86 1.26 1.54 1.66 1.54 1.55 1.81 1.89 20.6% Global 9.35 10.04 11.74 13.63 15.98 18.01 18.88 19.13 19.98 20.27 20.58 8.2% Source: Frost & Sullivan Europe • Europe’s PWGS market is expected to grow from USD 1.40 billion in CY2020 to USD 5.37 billion in CY2030, at a CAGR of 14.4%—the fastest among developed regions. • This surge reflects an aggressive pivot toward indigenous smart weapons programs in response to Russia’s invasion of Ukraine and broader NATO push for technological sovereignty. Key drivers include: • France, Germany, and the UK are investing heavily in PGMs, missile upgrades, and smart artillery under joint frameworks like PESCO and the European Defence Fund – examples include France’s AASM “Hammer” guided bomb upgrade, Germany’s SMArt 155 sensor-fused artillery round, and the UK’s SPEAR 3 and Brimstone missile enhancement programs. • The EU’s Future Combat Air System (FCAS) and Tempest programs emphasize AI-integrated PGMs and collaborative munitions. • Growth in demand for indigenous Electro-Optical/Infrared and radar seekers for cruise missiles, glide bombs, and loitering drones. India • India’s PWGS market is forecast to surge from USD 290 million in CY2020 to USD 1.89 billion in CY2030, translating to a CAGR of 20.6%. • This expansion is fueled by growing investments in indigenous smart weapons, especially under the Atmanirbhar Bharat initiative, which mandates increasing localization of guidance systems. • Key drivers include: • DRDO has accelerated development of Electro-Optical/Infrared and millimetric-wave seekers for BrahMos (supersonic cruise missile), HELINA (Nag-based helicopter-launched ATGM), SANT (stand- off anti-tank missile), and Astra Mk-II BVRAAM, alongside integration trials on Tejas and Su-30MKI platforms. • Indian industry is increasingly participating in the development of guidance kits for converting gravity bombs into smart munitions (e.g. the Gaurav and Sudarshan laser-guidance kits). • Growing exports to Southeast Asia and Africa for seeker-enabled systems (e.g. Pinaka rockets with guidance, BrahMos variants) Growth Markets (Philippines, Indonesia, Nigeria, Morocco) 205• PWGS demand in Growth Markets is expected to increase from USD 53.8 million in CY2020 to USD 603.1 million by CY2030, posting a robust CAGR of 27.3%—the highest among all regions analyzed. Key drivers include: • Philippines and Indonesia are investing in air-launched and ship-launched guided weapons to assert maritime sovereignty amid South China Sea tensions. • Nigeria and Morocco are acquiring precision-capable systems for counterinsurgency, border management, and deterrence, often through offset-linked defense deals with Israel, Turkey, or India. • These markets are largely dependent on imports, but have begun exploring regional co-development and technology-transfer-based production (e.g., joint ventures in ship-launched missile systems and guided UAV munitions) Platform & Munitions-Based PWGS Market Sizing (Global) Platform-based PWGS Platform-based PWGS are the guidance/targeting elements mounted on vehicles, aircraft, ships, and air-defense platforms—e.g., Electro-Optical/Infrared turrets, laser designators, rangefinders, fire-control computers, navigation/INS, and weapon-cueing/software. They generate tracks, designate targets, and close the fire-control loop for any weapon the platform carries. Figure 42: Platform-based Precision Guided Weapon Systems Market Forecast, Global, CY2020-2030 3.0 2.5 s n o 2.0 illiB 1.5 $ D 1.0 S U 0.5 - CAGR 2020 2021 2022 2023 2024 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2020- 2030) Naval 0.10 0.12 0.13 0.19 0.22 0.21 0.22 0.22 0.23 0.23 0.20 6.7% Land 0.19 0.24 0.41 0.45 0.64 0.81 0.83 0.90 0.94 0.85 1.05 18.7% Air 0.60 0.63 0.76 0.84 0.91 1.06 1.15 1.23 1.26 1.30 1.33 8.4% Source: Frost & Sullivan • In CY2020, air-launched systems dominated the platform-based segment with ~67.4% share, a position projected to dip to ~51.5% by CY2030. This sustained lead reflects the premium value of air-delivered PGMs—cruise missiles, stand-off glide bombs, and guided rockets—integrated on manned fighters, UAVs, and next-gen air platforms. Demand is reinforced by fleet upgrades (e.g., F-35, Rafale, Su- 30MKI), expansion of armed UAV inventories, and the shift toward long-range precision strike in contested A2/AD environments. • Land-based systems accounted for ~21.3% in CY2020, climbing to ~40.7% by CY2030, the fastest proportional growth among platforms. Growth drivers include the surge in surface to air (SAM) air defense systems, guided artillery and rocket systems, ATGM modernizations, and precision strike missile programs in Europe, India, and select growth markets. • Naval-launched systems represented ~11.2% in CY2020, moderating to ~7.8% by CY2030, with demand tied to anti-ship missiles, VLS-fired cruise missiles, and precision naval gun munitions linked to fleet recapitalization cycles. Munitions-based PWGS 206Munitions-based PWGS are guidance and control electronics inside the weapon itself—e.g., IR/RF/laser/mmW seekers, GPS/INS kits (JDAM-class), actuators, fuzes, and datalinks—turning bombs/rockets/missiles into precision-guided munitions. Figure 43: Munitions-based Precision Guided Weapon Systems Market Forecast, Global, CY2020-2030 20 18 16 s n 14 o illiB 11 02 $ 8 S U 6 4 2 - CAGR 2020 2021 2022 2023 2024 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) (2020 - 2030) Naval 2.40 2.84 3.07 4.49 5.87 6.14 6.06 5.71 6.11 6.12 6.19 9.9% Land 2.66 2.66 3.27 3.27 3.79 4.19 4.28 4.28 4.30 4.30 3.80 3.6% Air 3.40 3.55 4.10 4.40 4.56 5.59 6.33 6.79 7.14 7.48 8.02 9.0% Source: Frost & Sullivan • Across munition categories, air-delivered PGMs—including glide bombs, air-to-ground missiles, and loitering munitions—lead consistently, growing from ~40.2% share in CY2020 to ~44.5% by CY2030. This growth is supported by multi-mode seekers, AI-enabled targeting, and the increasing load-out of small diameter bombs enabling higher sortie-level strike density. • Naval munitions hold the second-largest share (~28.4% in CY2020 to ~34.4% in CY2030), buoyed by anti-ship and land-attack missile procurement, with continued investment in longer-range and sea- skimming profiles for contested littoral environments. • Land munitions account for ~31.4% in CY2020, decreasing toward ~21.1%+ by CY2030, driven by the proliferation of guided rocket artillery, precision howitzer rounds, and land-based anti-ship/anti-air systems. Key Growth Drivers and Potential Opportunities Table 24: Key Growth Drivers and Potential Opportunities for PWGS Systems Driver / Opportunity Market Impact Illustrative Examples Indicative Adoption / Growth Outlook Operational & Ethical Expanding demand for • JAGM tri-mode seeker By CY2030, >85% of new Imperative for Surgical PGMs in urban/complex (SAL + GPS/INS + tactical missile programs Precision environments; increased mmW radar) for all- expected to include dual/tri- procurement priority in weather accuracy mode guidance for reduced NATO, Indo-Pacific collateral damage • Spike/Javelin CLUs with man-in-the-loop safeguards Proliferation of Advanced Accelerates long-range • HIMARS, naval cruise Long-range standoff PGMs Threats & Standoff missile and glide bomb missile upgrades to account for ~40% of total Requirements programs; drives seeker PGM spend in growth R&D for high-autonomy, • Hypersonic programs markets by CY2030 high-resilience guidance (Mach 5+) requiring extreme-condition guidance Miniaturization & Cost Expands addressable market • 155mm PGK kits for Sub-$20k guidance kits Reduction of Guidance to artillery, mortars, UAV- artillery expected to see >15% Systems class munitions; increases CAGR, CY2024–CY2030 sortie-level PGM carriage • GBU-69/B Small Glide Munition enabling 207Driver / Opportunity Market Impact Illustrative Examples Indicative Adoption / Growth Outlook multi-target strike per sortie Modernization of Legacy Creates retrofit market for • Thermal/night sights Retrofit Electro- Platforms Electro-Optical/Infrared for small arms Optical/Infrared & targeting sights, fire control, and systems projected at ~25– targeting aids; low-capex • Remote weapon 30% of Electro- path for capability uplift stations with stabilized Optical/Infrared & PWGS Electro- upgrade spend in emerging Optical/Infrared markets • Digital fire control for artillery Global Program Opportunities for PWGS Table 25: Precision Guided Weapon Systems Program Opportunities Country Program Name Budget Timeline Contract Links Expected USA Javelin ATGM USD 7.2 billion CY2023-CY2026 U.S. Navy Javelin (20,000+ units) Procurement Contract Philippines AIM-120 AMRAAM, GBU, USD 5.6 billion CY2025- Armed Forces of the AIM-9X (280+ units) Unknown Philippines Missile Procurement Morocco FIM-92K Stinger Block I USD 825.0 million CY2026- Royal Moroccan Armed Missiles (600 units) Unknown Forces Missile Procurement Germany Meteor BVRAAM USD 567.9 million CY2025- German MoD Meteor (150 units) Unknown Procurement Denmark Naval Strike Missile USD 196.0 million CY2025-CY2030 Danish Navy NSM Procurement Romania Mistral MANPADS USD 683.34 million CY2026- Romanian Ministry of (300 units) Unknown National Defence MANPADS Procurement India QRSAM USD 4.32 billion CY2028-CY2029 Indian Defense Ministry QR-SAM Procurement India BrahMos USD 4.0 billion (200 Unknown Indian Defense Ministry units) BrahMos Procurement India VSHORAD-NG MANPADS USD 3.24 billion Unknown Indian Armed Forces (5,175+ units) VSHORAD Procurement Source: Frost & Sullivan Analysis Directed Energy Systems (DES) Defining DES Systems Directed Energy Systems are weapons that emit highly focused energy to damage or destroy targets, as opposed to using physical projectiles. In essence, a directed-energy weapon (DEW) delivers a beam of concentrated electromagnetic radiation or subatomic particles at a target to cause effects ranging from sensor blinding and electronics disruption to structural burn-through. The main types of DEWs include High-Energy Lasers (HEL), High-Power Microwaves (HPM), and, to a lesser extent, particle beam weapons. Each operates on different parts of the spectrum, but all travel at or near the speed of light, enabling almost instantaneous engagement of targets. • High-Energy Lasers (HEL): Precision burn-through for drones, missiles, small boats; limited by weather/atmosphere. • High-Power Microwaves (HPM): Area-effect disruption of electronics; ideal vs. swarms, less weather- sensitive. • Particle Beams: Experimental; extreme destructive potential but constrained by power and complexity. Market Sizing of DES 208The Directed Energy Systems (DES) market focused on Counter-UAS applications, especially High Power Microwave (HPM) systems, is undergoing an exponential growth phase as militaries worldwide seek cost- effective, scalable responses to the rising drone threat. The global DES market is expected to grow from USD 504.2 million in CY2025 to USD 3,818 million by CY2030, at a CAGR of 49.9%. This makes it one of the fastest- growing subsegments in the broader defense electronics domain. Figure 44: Design Image of Directed Energy Systems in Development Source: Tonbo Imaging The steep growth is attributed to: • The proliferation of low-cost drones and drone swarms in asymmetric warfare and grey-zone conflict. • Inefficiencies of using kinetic interceptors (e.g., missiles) against small aerial threats. • The U.S. Department of Defense continues to lead investments in HPM technologies with platforms like THOR, PHASER, and Leonidas being tested and fielded. China's demonstration of HPM prototypes (e.g., Silent Hunter) signals intense competition in the domain. Figure 45: Directed Energy Systems Market Forecast, Global & Target Markets, CY2025-2030 6.00 5.00 s n 4.00 o illiB 3.00 $ S 2.00 U 1.00 0.00 CAGR (2025- 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P) 2030) Global 0.50 0.90 1.49 2.26 2.85 3.82 49.9% Europe 0.18 0.31 0.49 0.74 0.93 1.24 46.4% India 0.00 0.06 0.12 0.18 0.23 0.29 49.5% Growth Markets - - - - - - - Source: Frost & Sullivan Europe • Europe’s market is projected to grow from USD 184 million in CY2025 to USD 1,238.4 million by CY2030, reflecting a CAGR of 46.4%. • European militaries are increasingly adopting DEWs as part of broader counter-drone architecture (C- UAS) in critical infrastructure and battlefield applications. • Germany, the UK, and France are piloting field trials of microwave-based drone suppressors and laser- HPM hybrid systems. 209• EU security strategy now considers drone incursions as high-risk threats to urban and border zones— leading to faster procurement cycles. India • India’s DES market begins substantive growth from USD 58 million in CY2026 to USD 292 million in CY2030, yielding a CAGR of 49.5%. • Recent RFIs by the Indian Army (for 90 HPM Mk-II systems) and Navy (for 40 long-range HPM units) indicate a clear roadmap for DES adoption, particularly for neutralizing drone swarms and loitering munitions. • DRDO’s Centre for High Energy Systems and Sciences (CHESS) is leading development efforts, with support from programs like DURGA II and indigenous laser platforms such as Mk-II(A) and Surya. • Private sector players (e.g., Tonbo Imaging with WaveStrike, Adani Defence, BEL, Big Bang Boom Solutions, Paras Defence) are beginning to deliver field-deployable HPM and laser systems. • DES platforms are being developed to operate across diverse terrains — from high-altitude Himalayan regions to deserts and coastal zones — reflecting India’s broad security requirements. Growth Markets (Philippines, Indonesia, Nigeria, Morocco) • No measurable market activity or projections have been recorded for Growth Markets across CY2025– 30, likely due to • Low defense R&D spending. • Prioritization of kinetic and conventional drone defense systems. • Lack of domestic capacity or procurement partnerships for DEWs or HPM integration. • However, there may be latent demand post-CY2030 as DEW prices decline and off-the-shelf systems become viable through technology transfer or OEM leasing models. DES Competitive Landscape Table 26: DES Competitive Landscape - OEMs & Programs, Global Country Leading OEMs/ DES Type Flagship Power Status Export Integrators Program(s) Class Potential USA Lockheed Martin, HEL, HPM HELIOS (USN), 50–300 Operational trials High Raytheon, Northrop DE M-SHORAD kW Grumman, General (US Army), THOR Atomics (HPM) UK MBDA UK, HEL, RF DragonFire Laser, 50 Trials, naval & ground Medium Leonardo UK, RF Drone Defeat kW+ QinetiQ Germany Rheinmetall, HEL Sachsen Frigate 20–100 Naval trials, scale-up Medium MBDA Germany Laser kW planned Demonstrator France/ MBDA, Thales HEL EDF Laser 20–60 Demo stage Low- Italy Defence Projects kW Medium China NORINCO, CETC HEL, HPM LW-30 Truck 30–100 Field deployments Medium Laser, Silent kW reported Hunter HPM Russia Almaz-Antey HEL Peresvet Ground N.A. Claimed operational Low Laser India DRDO, BEL, HEL, HPM Mk-II(A) 30 kW 2–100 Operational in anti- Medium Zetatek Laser, IDD&IS 2 kW drone, scaling up kW Israel Rafael, Elbit HEL Iron Beam 100 kW Operationalization High Systems planned in CY2025 Source: Frost & Sullivan Analysis 210Key Growth Drivers and Potential Opportunities The Assymetric Threat and the Unfavourable Economics of Kinetic Defense Militaries are facing a severe "cost-exchange ratio" problem. Using a multi-million-dollar interceptor missile, such as a Patriot or an AMRAAM, to destroy a commercial-grade drone that may cost only a few thousand dollars is a losing strategy. Adversaries, including non-state actors like the Houthis and near-peer competitors, can leverage this asymmetry to deplete a nation's expensive and finite missile stockpiles through attrition. HPM weapons fundamentally break this economic model. Examples of Developments: • Raytheon's PHASER: This HPM system is designed specifically for base defense. It emits a cone of microwave energy to disrupt or destroy the guidance systems of multiple drones in its field of regard simultaneously, demonstrating the area-denial capability against swarms. • Epirus's Leonidas: Utilizing solid-state Gallium Nitride (GaN) power amplifiers, Leonidas is a more compact and mobile HPM system that can be mounted on vehicles. Its ability to create a "force field" of microwave energy that can be precisely steered and scaled showcases the technology's growing sophistication and suitability for protecting mobile formations and critical infrastructure. Unmatched Tactical Advantages: Speed, Scalability, and Non-Kinetic Effects Beyond cost, HPM weapons offer a suite of tactical benefits that kinetic weapons simply cannot match, making them uniquely suited to the speed and complexity of the modern battlefield. Analysis and Rationale: HPM systems engage targets at the speed of light, eliminating the need for complex ballistic calculations to "lead" a target. The moment a threat is identified and targeted, the effect is instantaneous. This is a critical advantage against highly agile drones or coordinated swarm attacks where multiple threats must be engaged in seconds. Furthermore, HPM provides a scalable, non-kinetic effect. This has two key benefits: • Area Effect for Swarms: A single HPM beam can be shaped to cover a wide area of the sky, neutralizing multiple drones in a single pulse, a task that would require numerous individual missiles. • Reduced Collateral Damage: By disabling the drone's systems rather than blowing it up, HPM reduces the risk of shrapnel and falling debris causing unintended damage on the ground. This is crucial when defending sensitive or populated areas like airports, government buildings, or urban centers. Examples of Developments: • US Air Force's THOR (Tactical High-power Operational Responder): Developed by the Air Force Research Laboratory (AFRL), THOR is a containerized system designed for rapid deployment to protect airbases from drone swarms. Its primary design goal is to counter large numbers of drones with a single system. • Vehicle-Integrated Systems: Numerous countries are now focused on integrating HPM emitters onto armored vehicles, such as Strykers in the U.S. Army. This provides a mobile air defense bubble for ground troops, protecting them from loitering munitions and reconnaissance drones while on the move. Technological Maturity and the Global Race for Strategic Superiority The pursuit of HPM technology is no longer theoretical; it has become a tangible and urgent global arms race. As the technology matures and proves its viability, nations are compelled to invest heavily in developing their own indigenous capabilities to avoid being left strategically vulnerable. Analysis and Rationale: For decades, the primary barrier to HPM was creating compact, efficient, and powerful enough systems for battlefield use. Recent breakthroughs in solid-state power amplification (e.g., GaN technology), advanced antennas, and pulsed power generation have finally overcome these hurdles, moving HPM from the laboratory to field-ready prototypes. 211Global Program Opportunities Table 27: Key Global DES Program Opportunities. Source: Frost & Sullivan Country Program Name Budget Timeline Contract Links Expected USA Stryker DE M-SHORAD; IFPC- USD 124 CY2024 U.S. Army HPM Procurement HEL; Epirus Leonidas HPM – 50- million 300 kW lasers; 10-20 MW HPM Israel Box Launcher & Mast-Mounted USD 500 CY2025- Israel Defense Forces Procurement Laser – 100 kW Iron Beam; million CY2026 Microwave C-UAS India 4×4 Vehicle Mount; Future Naval/Air Undisclosed FY2027 India - DRDO DES Development – 30 kW Mk-II(A) laser; 300 kW “Surya” Turkey MRAP & Kaplan Hybrid Chassis - 20 Undisclosed CY2024 Turkey - ROKETSAN DES kW ALKA Laser/HPM; ALKA- Development KAPLAN tank South Containerized/ Skynet Shelters – 20 USD 72.5 CY2024 South Korea - Hanwha Aerospace Korea kW Block-I “Skylight” Laser; Future million DES Production Block-II France Sherpa-Light & Naval Mounts - 2-5 Undisclosed CY2024 French Armed Forces DES kW HELMA-P; 20 kW naval Procurement UK Type-45 Destroyer; Wolfhound Undisclosed CY2027 UK Royal Navy DES Procurement HELWS – 50 kW DragonFire laser; RapidDestroyer HPM Germany Sachsen F-124; Boxer IFV Undisclosed CY2028 German Navy DES Procurement prototypes – 20 kW Naval LWD; 100 kW Rheinmetall Land Laser Source: Frost & Sullivan Analysis Technology Trends: Observation, Understanding, Communication, and Offensive Emerging Trends: AI-based Imaging, Sensor Fusion, and Edge Processing The Russo-Ukrainian conflict and the Armenia–Azerbaijan standoff lessons have accelerated demand for real- time situational awareness, autonomous threat detection, and edge decision-making. Legacy sensors can no longer provide the speed, fidelity, or autonomy required in high-intensity, multi-domain operations. Developments in AI: AI is transforming Electro-Optical/Infrared and multispectral imaging into autonomous “intelligent surveillance” assets capable of detecting, classifying, and tracking threats in real time. • Object Detection & Tracking: Deep learning models track vehicles, drones, and personnel with high accuracy, even under low light, clutter, or occlusion. • Anomaly Detection: AI establishes baselines of normal activity and flags deviations — e.g., unexpected convoy movement or thermal spikes — critical for perimeter and urban monitoring. • Thermal & Multispectral Fusion: AI integrates EO, IR, SWIR, and multispectral feeds into clearer composite outputs, enhancing visibility in fog, smoke, or night operations. • Semantic Scene Understanding: Algorithms classify terrain and urban features down to pixel level, enabling commanders to rapidly identify threats, routes, and choke points. • Edge Processing: Onboard AI deployed on UAVs, soldier systems, and armored vehicles reduces reliance on bandwidth-heavy links and ensures decision-making in GPS-denied zones. Sensor Fusion Enhancing Situational Awareness Sensor fusion integrates diverse modalities—Electro-Optical/Infrared, radar, LiDAR, sonar, acoustic—into a single operational picture. Each sensor’s strengths compensate for others’ limitations, providing all-weather, persistent Intelligence, Surveillance, and Reconnaissance (ISR). 212• Land: Radar + Electro-Optical/Infrared enable real-time detection in urban combat zones despite obstacles. • Air/Naval: Electro-Optical/Infrared paired with radar and acoustic sensors strengthens maritime and air defense surveillance. • Space: SAR + multispectral imaging satellites enhance persistent reconnaissance across clouded or high- latitude regions. Information Advantage from Edge Processing Edge computing pushes analytics directly onto platforms—drones, armored vehicles, and soldier systems— delivering low-latency, autonomous decision support without relying on vulnerable communications. • Armored Vehicles: Fuse Electro-Optical/Infrared, radar, and LiDAR for driver assistance, active protection, and target handoff. • Dismounted Troops: Helmet displays provide real-time alerts, navigation, and targeting in denied areas. • Forward Operating Bases: Onsite edge nodes maintain command capability during comms disruption. • Search & Rescue / CBRN: Wearables detect heat signatures, chemical traces, or distress signals in hostile terrain. Role of Imaging and Sensing in Modern Battlefield Scenarios Imaging and sensing technologies now underpin OSIR (Observation–Surveillance, Imaging, and Reconnaissance), providing unmatched situational awareness and precise targeting across domains. • EO Imaging: Provides high-resolution daylight reconnaissance for mission planning and post-strike analysis. • Infrared/Thermal Imaging: Detects personnel, vehicles, and weapons through heat signatures, critical for night and obscured conditions. • SAR: Delivers all-weather, high-resolution imaging for terrain mapping and wide-area surveillance. • Multispectral/Hyperspectral: Identifies material properties, hidden equipment, and anomalies. • LiDAR: Produces 3D maps for navigation, obstacle avoidance, and targeting in urban/complex terrains. Adoption of Smart Sensors in Defence, Homeland and Border Security Smart sensors combine Electro-Optical/Infrared, radar, acoustic, and environmental modalities with embedded AI and wireless networking, creating self-adaptive surveillance nodes. • Multi-Mode Sensorization: Multi-spectral detection for full-spectrum threat awareness. • Edge Processing Integration: On-device analytics enable immediate alerts, reducing reliance on central networks. • AI/ML Capabilities: Pattern recognition and anomaly detection for autonomous response. • C4Intelligence, Surveillance, and Reconnaissance (ISR) Compatibility: Seamless integration into command systems for joint operations. • Low SWaP Designs: Lightweight, power-efficient builds suited to UAVs, soldier kits, and rugged deployments. Applications: • Defense: Real-time Intelligence, Surveillance, and Reconnaissance (ISR) from UAVs, UGVs, and soldier systems. 213• Homeland Security: Urban surveillance, CBRN detection, and automated crowd analytics. • Border Security: Electro-Optical/Infrared towers, vibration/acoustic fence sensors, and UAV-based Intelligence, Surveillance, and Reconnaissance (ISR) create integrated border-defense ecosystems. Tonbo Imaging’s low-power, modular Electro-Optical/Infrared platforms exemplify this shift, offering scalable, AI-enabled sensor payloads for defense and homeland use. Understanding: Ranging, Target Acquisition, Machine Learning, etc. Modern battlefield systems rely on laser ranging, target acquisition, and machine learning (ML) to deliver precision engagement and situational awareness in contested environments. Together, these technologies form the core of “Understanding” in the Observe–Orient–Decide–Act (OODA) loop, bridging raw sensor data with decision-ready intelligence. Evolution of Laser Ranging System Laser rangefinders (LRFs) have evolved over decades from basic distance measurement tools into networked, AI- enabled fire-control subsystems: • First Generation (CY1960s – Mechanical/Analog): Early LRFs used simple optical and microwave principles to spot ranges up to a few hundred meters. They were bulky, slow, and used mainly for indirect fire support. • Second Generation (CY1970s–CY1990s – Digital Solid-State): The advent of solid-state lasers and digital readouts allowed miniaturization. Systems achieved ranges of several kilometers, reduced response times, and became portable for frontline troops and armored vehicles. • Third Generation (CY2000s – Integrated Systems): LRFs became part of integrated fire-control suites, fusing with Electro-Optical/Infrared sights, ballistic computers, and artillery command systems. They enabled multi-target tracking, ballistic correction, and real-time fire support, deployed across tanks, UAVs, and precision-guided munitions. • Fourth Generation (CY2010s–present – AI-Enabled & Networked): Modern LRFs use MEMS-based scanning, eye-safe wavelengths, and AI-driven classification to map 3D environments. They adapt in degraded visual environments (fog, smoke, dust), feed directly into C4Intelligence, Surveillance, and Reconnaissance (ISR) networks, and enable cooperative targeting across platforms. Example: India’s DRDO is fielding AI-enabled LRFs on tanks and UAVs, while Israel and the U.S. deploy advanced “fused” systems in loitering munitions and airborne targeting pods. Evolution Of Machine Learning (Target Tracking, Scene Classification) For Intelligence On The Battlefield ML has transformed how defense systems process battlefield data, enabling real-time target detection, tracking, and scene understanding: • Early ML (Pre-CY2010s – Rule-Based): Algorithms relied on template matching and background subtraction. They could identify vehicles or personnel but were slow, brittle, and dependent on large ground stations. • Deep Learning Era (CY2010s–present): Advances in neural networks (YOLO, Mask R-CNN, SSD) enabled real-time object detection and multi-object tracking (MOT), even under occlusion, clutter, or poor visibility. Scene classification improved dramatically, allowing systems to differentiate terrain types (forest, urban, desert) and detect concealed or camouflaged assets. • Target Tracking Systems: Modern ML systems use Kalman filters + deep learning to predict trajectories. Re-identification (Re-ID) networks ensure continuous tracking even if targets disappear briefly. Multimodal fusion (Electro-Optical/Infrared, LiDAR, radar) further improves accuracy. • Scene Understanding & Predictive Analytics: Advanced models classify combat vs. civilian activity, detect IED placement through anomaly detection, and create 3D semantic maps using UAV or LiDAR data. This shortens decision cycles and improves rules-of-engagement compliance. 214Integration into C4Intelligence, Surveillance, and Reconnaissance (ISR) and Fire-Control Workflows ML is no longer standalone—it is embedded into C4Intelligence, Surveillance, and Reconnaissance (ISR) and fire-control systems: • Integrated Intelligence, Surveillance, and Reconnaissance (ISR)–Shooter Links: ML-curated data flows directly into artillery fire-control, precision-strike munitions, and loitering drones, reducing human-in-the-loop delays. • Automated Alerts: ML detects sniper fire, artillery launches, or unusual vehicle movement, generating alerts to commanders in seconds. • Cross-Sensor Fusion: ML combines HUMINT, SIGINT, Electro-Optical/Infrared, and SAR into a single operational picture, improving accuracy while lowering analyst workload. • Mission Autonomy: Autonomous UAV swarms can now classify, prioritize, and hand off targets among themselves without operator input — a direct result of ML-driven autonomy. Communication: Long Range, Optical, etc. Secure, resilient communication is the backbone of modern military operations. With Intelligence, Surveillance, and Reconnaissance (ISR), targeting, and C2 increasingly data-intensive, the ability to move high-bandwidth information across contested, degraded, or denied environments (CD2E) is now a decisive operational factor. Limitations of Radio Frequency (RF) for Secure Long-Range Communication Conventional RF-based tactical communications remain essential but face growing constraints: • Vulnerability to interception/jamming: Omnidirectional propagation makes RF signals easily detectable and disruptable by enemy EW systems. Direction-finding and triangulation expose positions of command vehicles, UAVs, and FOBs. • Spectrum congestion: Increasing military–civilian demand crowds HF/VHF/UHF bands, generating latency, collisions, and degraded reliability—especially in multinational or urban theaters. • Limited bandwidth: RF is insufficient for modern Intelligence, Surveillance, and Reconnaissance (ISR) needs (e.g., live HD video, SAR imaging, or multi-sensor fusion feeds). Higher bands provide bandwidth but suffer from LOS/weather constraints. • Electromagnetic signature: Persistent RF transmissions increase detectability, undermining stealth operations and survivability in EW-rich environments. Evolution of Laser-based Free Space Optical (FSO) Communication for Secure High-Bandwidth Communication Free space optical (FSO) communication leverages laser beams to deliver gigabit-class, interference-free data across line-of-sight (LoS) links. Advantages: • Multi-Gbps bandwidth, resilient to jamming/interception. • Low probability of detection/intercept due to narrow beams. • Spectrum independence — avoids Radio Frequency (RF) congestion since signalling used for communications is separate from traditional RF communications bandwidth. Applications: • UAV-to-ground/aircraft links: Real-time Intelligence, Surveillance, and Reconnaissance (ISR) and Command and Control (C2) • Naval and FOB communications: Gigabit high speed data transfer between ships, coastal sites, and forward bases. 215• Hybrid RF+FSO: Combines bandwidth and resiliency and allows redundancy in communications systems since RF signals may be degraded due to bad weather conditions. Key developments include: • Quantum Key Distribution (QKD) over FSO – enabling unhackable battlefield links, supported by AI- based adaptive optics and auto-tracking gimbals. • By CY2030, FSO is projected to account for 25-30% of new tactical comms links in high-end militaties, supplementing but not fully replacing RF. Offensive: Precision Targeting, Directed Energy Weapons, etc. Modern offensive capabilities are evolving from mass-based kinetic dominance to precision, speed-of-light, and cost-efficient disruption. While missiles and smart munitions remain central, Directed Energy Weapons (DEWs) are emerging as scalable complements and substitutes. Laser-Based Directed Energy Weapons (L-DEWs) 1. Mechanism: High-energy lasers (HELs) deliver focused optical energy to heat/damage targets at light speed. 2. Advantages: Instantaneous engagement, low cost-per-shot, scalable power levels, minimal collateral damage 3. Example: Tonbo Imaging’s T-Rex Electro-Optical/Infrared module provides precision tracking/stabilization for HEL targeting. 4. Use Cases: 5. Naval Defense (HELIOS, LaWS): In the U.S. Navy, which uses ESPAs to address pirates or other small boats and suspected hostile drones, such as HELIOS (High-Energy Laser with Integrated Optical Dazzler and Surveillance) and LaWS (Laser Weapon System) fiber lasers are adapted to Electro-Optical/Infrared imaging and radar. Such lasers address threats swiftly and silently, particularly in swarm assaults or Intelligence, Surveillance, and Reconnaissance (ISR) drone penetration near ships. Microwave-based Directed Energy Weapons 1. Mechanism: Emit high-power electromagnetic pulses to disable electronics without physical destruction. 2. The global DEW market is projected to grow from $504 million in CY2025 to $5.6 billion by CY2030 (CAGR >60%), with Israel, U.S., China, and India leading early deployment. 3. Use Cases: 4. THOR (Tactical High-Power Operational Responder): It is a ground-based HPM weapon system developed by the U.S. Air Force Research Lab to face swarming drone threats. It can neutralise several small UAVs in one hit with no debris, and at relatively reduced risk of collateral area damage, with the system delivered in a single 20ft ISO container for easy use by forward operating bases or tactical convoys. 5. Airport or Urban Defense Systems: HPM DEWs are beginning to be considered at field level deployment, also to be located near airports the urban areas where kinetic intercept (or laser) weapons have hazards to persons and hazards due to infrastructure. Their electronic-only capabilities provide a safe means of defeating rogue drones or Intelligence, Surveillance, and Reconnaissance (ISR) threats. Value chain of Defence Ecosystem Globally and in India The defence and aerospace ecosystem is not a linear supply chain but a multi-tiered value network, spanning policy, procurement, OEMs, integrators, subsystem suppliers, component manufacturers, and R&D partners. Each layer is interdependent, with feedback loops between user requirements, industrial capacity, and innovation pipelines. Global Defence Value Chain 216Nationally, the defense value chain is influenced by national security interests, strategic partnerships, and innovation directives. It is structured as follows: Table 28: Global Defense Value Chain Value-Chain Layer Role & Responsibilities Ministries of Defence/ These entities define military requirements, allocate budgets, and oversee procurement Procurement Authorities processes. Examples include the U.S. DoD, NATO Support and Procurement Agency (NSPA), and Israel’s IMOD. Prime Contractors/ OEMs Major defense companies such as Lockheed Martin, Thales, Boeing, and Raytheon design and provide complete defense platform aircraft, naval vessels, missile systems, and then serve as program integrators. System Integrators These players integrate several subsystems (such as optics, radars, communication modules) as a whole system. Traditionally, this work has also been carried out by OEMs, like Northrop Grumman and Saab. Tier-1 & Tier-2 Subsystem These are OSATs whose services target niche applications such as firms like Teledyne FLIR, Providers Elbit Systems, and Collins Aerospace, which supply Electro-Optical/Infrared sensors and targeting systems and advanced electronics for defence platforms. Component and Companies such as Analog Devices and Lynred, that provide thermal cores, sensors, power Equipment sources, and optics that make high-precision subsystems possible. Manufacturers Software, AI, and Defense-oriented firms such as Palantir, Anduril, and C3. AI delivers middleware for target Cybersecurity Providers tracking algorithms, AI-based Intelligence, Surveillance, and Reconnaissance (ISR) analysis, and secure communication systems. Source: Frost & Sullivan Indian Defence Value Chain The Indian defense ecosystem is more or less a reflection of the global organizations, but has its palimpsestic policy initiatives for ‘indigenization’ under the Atmanirbhar Bharat vision: Table 29: Indian Defense Value Chain Value-Chain Layer Role & Responsibilities Ministry of Defence & There are institutions like the MoD, DRDO, DDP, and DAW that have the responsibility for Acquisition Bodies defence procurement and capability planning. Innovation within the country is supported by frameworks like DAP 2020, iDEX, and Make-I/II. Public & Private OEMs / Public Sector, (HAL/BEL/BDL), etc, develop aircraft, electronics, missile systems. The Integrators private sector role in platform development and strategic partnerships is growing with companies like Tata Advanced Systems, L&T, Mahindra Defence, Adani Defence, etc. DRDO & Labs India’s apex R&D organisation, DRDO, and labs like IRDE, DARE are concentrating on developing indigenous technologies encompassing optics, EW systems, and AI-enabled warfare tools. Tiered Suppliers Companies like Tonbo Imaging operate at this level, providing Electro-Optical/Infrared imaging systems, target acquisition modules, and stabilized payloads integrated into UAVs, tanks, and surveillance systems. Startups and MSMEs With the support of schemes such as iDEX and TDF, an increasing number of Indian startups (eg, ideaForge, Big Bang Boom Solutions) are providing AI, autonomous systems, and sensor technologies. Academic Institutions and In line with this recommendation, Faculty members of IITs, IISc, and DIAT work with and Incubators for DRDO and Industry to include Quantum Sensing, Photonics, and Battlefield AI as next- gen technologies to research upon. Source: Frost & Sullivan Role of OEMs, System Integrators, and R&D Institutes The defense industry functions as a tightly interlinked triad of OEMs, system integrators, and R&D institutes, each playing a distinct but interdependent role in capability development. Together, they define the “innovation- to-deployment pipeline” that underpins modern defense readiness. Original Equipment Manufacturers (OEMs) OEMs design, assemble, and deliver complete platforms and mission systems — from combat aircraft and UAVs to missile systems and naval vessels. Global OEMs 217• Lockheed Martin (U.S.): F-35 Joint Strike Fighter, HIMARS, Aegis Combat System. • Airbus & Dassault (Europe): FCAS program, Eurofighter Typhoon, A400M transport. • Rafael & Elbit (Israel): Spike missile family, Iron Dome interceptors, advanced Electro-Optical/Infrared suites. Indian OEMs • HAL: Combat aircraft (Tejas), helicopters (Dhruv, LCH), licensed production of Sukhoi and Hawk aircraft. • BEL: Electro-Optical/Infrared systems, battlefield radars, C4I systems, EW suites. • BDL: Missile production (Akash, Astra, ATGMs) with increasing indigenization. • Tata Advanced Systems: UAVs, aerospace components, and Intelligence, Surveillance, and Reconnaissance (ISR) platforms via joint ventures with Lockheed Martin, Airbus, and Boeing. System Integrators Integrators ensure subsystems — Electro-Optical/Infrared payloads, radars, communication links, fire control systems — work together seamlessly on platforms or networks. Global Integrators • Northrop Grumman: Global Hawk Intelligence, Surveillance, and Reconnaissance (ISR) platform, IBCS (Integrated Battle Command System). • BAE Systems: Battlefield digitization and EW-C2 integration. • Thales: Naval combat management integration with Electro-Optical/Infrared, radar, and secure comms. Indian Integrators • BEL: Radar, missile command systems, and IACCS integration. • L&T Defence: Naval and homeland security platforms, coastal surveillance networks. • Alpha Design Technologies: Tactical Electro-Optical/Infrared and comms integration for Army/Air Force. • Astra Microwave: Specializes in RF subsystems and tactical network integration. R&D Institutes R&D bodies inject technology foresight, IP, and prototyping into the value chain, enabling long-term capability development. Global R&D Bodies • DARPA (U.S.): Hypersonics, AI autonomy, electronic warfare innovation. • Fraunhofer (Germany): Photonics, cyber resilience, radar and EO imaging. • IMOD Labs (Israel): Electro-optics, UAV payloads, and multi-layered missile defense research. Indian R&D Ecosystem • DRDO & Specialized Labs: o IRDE — advanced EO systems and imaging seekers. o DARE — airborne EW and self-protection systems. o LRDE — 3D radars, AESA modules. 218o DEAL — secure datalinks, SDRs, quantum comms. • Academic Institutions: IITs, IISc, and DIAT work on photonics, battlefield AI, and quantum sensing in partnership with DRDO. • Innovation Schemes: iDEX, TDF, and Make-II programs connect startups and MSMEs with defense R&D projects. Tonbo Imaging’s Position in the Ecosystem Tonbo Imaging is positioned as a recognized original equipment manufacturer (OEM) in the global defense and security ecosystem. With over 20,000 systems deployed across 24 countries as of March 31, 2025, Tonbo offers a diverse suite of field-proven electro-optical solutions. Field-proven denotes systems that have been operationally validated in live combat and security environments, demonstrating reliability, durability, and mission effectiveness under real-world conditions. Unlike many competitors, Tonbo’s products are free from export restrictions under the International Traffic in Arms Regulations (ITAR), enabling wider global deployment. Globally, Tonbo’s systems have been validated by customers in advanced defense markets—including the European Union, the United States, and Israel—underscoring their technical reliability, operational acceptance, and export competitiveness in some of the world’s most demanding military ecosystems. Tonbo Imaging Overview Company Background and Evolution Tonbo Imaging, founded by defense technology experts Arvind Lakshmikumar, Ankit Kumar, and Cecilia D’Souza, began by modernizing outdated night-vision systems. It rapidly expanded into the full electro-optical stack, combining optics, AI, and embedded computing to deliver vertically integrated, end-to-end situational awareness solutions. With over 20,000 systems deployed across 24 countries as of FY2025 and no ITAR export restrictions, Tonbo Imaging is a trusted OEM helping armed forces worldwide achieve greater self-reliance in strategic imaging technologies. Tonbo Imaging is a global defence electronics OEM, with a track record of design and delivery of field tested defence systems, designing and developing products primarily catering to military and armed forces across the globe. As of FY2025, Tonbo Imaging’s products are used by more than 24 countries, serving entities such as the U.S. Navy SEALs, Israeli Defense Forces, NATO, and the Indian Army. For its export achievements, Tonbo Imaging was recently awarded the Excellence in Tech Export Promotion – Medium Enterprises category at the HSBC Presents CNBC-TV18 SME Champion Awards event. By applying computational imaging, AI, and sensor fusion, Tonbo Imaging build systems that are lighter, smarter, and significantly more cost-effective than conventional alternatives. This approach allows Tonbo to overcome limitations of traditional optics and infrared (“IR”) sensors, embed edge AI in our systems for autonomous decision-making and deliver low-size weight and power (“SWaP”), high-performance platform systems across multiple domains. Core Technologies and Product Portfolio Tonbo’s advantage lies in its proprietary IP portfolio spanning optics, infrared imaging, embedded computing, and AI-enabled control. The company expects to secure 10 approved patents by FY2026. Rather than relying only on hardware gains, Tonbo blends computational imaging, machine-learning software, and low-power electronics to deliver efficient, battlefield-ready autonomy. In addition, defence procurement regulations favour domestic OEMs and system integrators in many countries. To navigate these markets, Tonbo supplies completely knocked down (“CKD”) kits and electro-optic cores, allows white-labelling by local defence OEMs and ensures the final product qualifies as “domestically manufactured”. Further, products assembled and branded locally can bypass restrictions related to defence offsets, import duties, or foreign procurement caps. Tonbo Imaging's thermal weapon sight Spartan-S is a leading product in the defence technology industry. Benchmarked against comparable products in India, the Spartan-S is better in various features such as size, weight and power. For example, it is significantly smaller and lighter than competition, while offering better efficiency and performance. 219Table 30: Peer Comparison of Tonbo Imaging’s Thermal Weapon Sight Solution 1 Solution 2 Spartan-S Remarks Company Name Competition 1 Competition 2 Tonbo Imaging Dimensions ~6" x 6" x 5" ~ 7" x 7" x 5" 4.3" x 2.3" x 2.3" / 4.3"x 2.9"x 2.3" Weight ~800g ~900g 280g < 300g is critical for interchangeable weapon and helmet si ght. Power 18650 Lithium 18650 Lithium CR-123/ 18650 Ability to work with both Battery (factory Battery (factory Lithium Battery CR123 and 18650 is an configurable) configurable) (factory configurable) advantage as it provides users with the flexibility to choose according to their operational requirements. Battery Life >6 hrs with 18650 >6 hrs with 18650 > 2hrs with Cr 123 Battery Battery / > 8hrs 18650 Li Ion (single battery) (single battery) battery (single battery) Detection Range ~1000m ~1000m 1300m Available Laser Not Available Not Available Near IR / Visible NIR lasers can illuminate laser targets which are not visible to the naked eye, allowing cameras with appropriate sensors to “see” scenes even when there is no thermal contrast. Image Storage Not Available Not Available 60 Snapshots / 8 Hrs Recording with 10k Snapshots Calibration Shutterless Manual Calibration Shutterless Operation; Operation; Manual Manual Calibration Calibration Adjustable OLED Not Available Not Available yes for Pixel Shift Zeroing Shooters Remote Not Available Not Available yes Flip-to-Side Not Available Not Available Yes, 100% return to The ability to flip out and zero in clip on mode flip back in to maintain zero is critical on the battlefield Source: Frost & Sullivan Analysis Global demand for Anti-Tank Guided Missiles (ATGMs) has surged in recent years, driven by evolving battlefield threats and the rapid replenishment needs seen across multiple conflict zones. Many countries—including India— continue to face persistent shortages as traditional supply chains struggle to keep pace with operational requirements. This has intensified the need for cost-effective, reliable, and easily maintainable seeker technologies, which form the heart of every ATGM system. Missile seekers today are predominantly based on cooled infrared imaging systems, which, while effective, come with significant drawbacks: they are costly, incorporate complex mechanical cooling assemblies prone to failure, and are challenging to replace or maintain in the field. In contrast, uncooled infrared imagers offer a far more robust and economical alternative—they are lower cost, exhibit greater reliability, and provide longer operational life. Tonbo Imaging’s TRAP seeker fulfil these requirements. Engineered around an uncooled infrared imager, TRAP leverages Tonbo’s proprietary advances in optics technology and sensor design to deliver performance that matches the requirements for modern ATGMs. Table 31: Peer Comparison of Tonbo Imaging’s Infrared Missile Seeker Key Parameters Competition 1 Competition 2 Tonbo Imaging’s Solution Imager Type Cooled MWIR Cooled MWIR Uncooled LWIR 220Operational Range 4 km 4 km 4 km Mean Time Between 10,000 hours 10,000 hours 40,000 hours Failures Weight (of the 800g 1 kg < 100g imager) Power consumption 5 watts 8 watts < 2 watts Cost (US $) $$$$$ $$$$$ $$ Source: Frost & Sullivan Analysis In addition to technologies mentioned above, a notable development is Tonbo Imaging’s development of HPM systems which has potential ability to take down large swarms of enemy drones. This is a clear and modern-day threat and every nation wants to own sovereign capabilities in this space. Key Competitive Advantages Tonbo Imaging’s key technology developments are in advanced optics, AI-enabled imaging, and embedded systems. The company develops small, tough lens assemblies, including aspherical, reflective, and compound lenses optimized for visible, IR, SWIR, and thermal applications. Using machine learning, Tonbo offers real-time target detection, behavior prediction, and multi-sensor fusion (Electro-Optical/Infrared/SWIR/Radar) for improved situational awareness. Its edge-computing features are supported by low-SWaP-FPGA-ARM-based platforms, which significantly help in lowering latency and bandwidth requirements. Developed markets like the US and Israel set the benchmark for technological superiority and emerging markets like India, South East Asia and Africa are price sensitive. Tonbo Imaging design their products baselining their technology with developed markets and pricing them competitively for developing markets. Tonbo Imaging’s is a key supplier of thermal imaging systems to India. This can be seen from its success in winning various Indian government tender opportunities. Figure 46: Market Share (Units) of Thermal Imaging Systems Supplied to India Government, April 2022 to March 2025, Source: Frost & Sullivan, India Government e-Marketplace Over the period of April 2022 to March 2025 Tonbo Imaging is the largest manufacturer, in terms of sales value, of thermal imaging systems to government and defense agencies in India. Program Opportunities for Tonbo Imaging With the Technology Perspective and Capability Roadmap (TPCR-2025) release, India’s armed forces are placing strong emphasis on directed-energy weapons, advanced unmanned systems, AI-enabled sensors and imaging for Intelligence, Surveillance, and Reconnaissance (ISR), and anti-swarm, counter-drone capabilities — areas in which Tonbo Imaging’s low-cost optics and computational imaging technologies are especially relevant. Tonbo’s future potential lies in becoming a key supplier to address the opportunities highlighted in the roadmap by localising high performance imaging hardware, integrating AI for targeting and detection, participating in joint development of RCWS (Remote Controlled Weapon Systems), and supporting deployment of sensors for space, aerial, and ground-based unmanned platforms. 221Table 32: Indian MoD Program Opportunities Program Name Program Brief Quantity Future Ready Combat Vehicle 360° panoramic commander/gunner Electro- 1,700-1,800 nos (FRCV) Optical/Infrared, day–night driver vision. Driver Night Sights Uncooled thermal + low-light monocular for driver 3,000-3,200 nos situational awareness. Night Vision for Gunner & Panoramic commander sight with Electro- 2,000-2,200 nos Commander for BMP-2 Optical/Infrared; gunner day/night Fire Control System (FCS). Stealth RPAs UAS with low-observable comms and 55-70 nos SIGINT/Intelligence, Surveillance, and Reconnaissance (ISR) payload options. Special Optical Payload Multi-aperture Electro-Optical/Infrared package Not disclosed enabling wide-area coverage from a single gimbal. Integrated Surveillance and Targeting Integrated Intelligence, Surveillance, and 700-800 nos System (ISAT-S) Reconnaissance (ISR) + precision targeting suite for vehicles and towers. Unmanned Aerial Vehicle Launched Lightweight Electro-Optical/Infrared-guided 350-400 nos Precision Guided Missiles (ULPGMs) munitions for armed UAS. 4th/5th Generation ATGM Dual-mode seeker; fire-and-forget / top-attack 20,000-50,000 nos capable. Anti-Tank Guided Missile (ATGM) Gen-3/4/5 gun-launched missile integration for 20,000-50,000 nos MBTs. Thermal Imaging (TI) Sights Clip-on thermal/II sights for small arms and MGs. 55,000-60,000 nos Image Intensifier Sights Gen-3+ NV weapon sights for infantry units. 180,000-200,000 nos Helmet-Mounted NVBs Sub-1 kg NV binoculars; water-/weather-proof; Not disclosed helmet-mountable. IR Seeker and Accelerometer IIR seeker with high-G survivability and precision 5,000-5,500 nos IMU. Electro-Optic Infrared Search and Passive Electro-Optical/Infrared search-and-track 100 nos Track system (EOIRST) for air/sea targets under zero-vis conditions. Long Range EO Sensors Multi-sensor (LLTV/IR/telephoto) package for 200 nos helicopter/UAV/MR aircraft. Laser-Based Communication System Tactical FSO link for secure, high-throughput two- 30-40 nos way connectivity. Stratospheric Airship High-altitude relay for comms and wide-area 20 nos SIGINT/Intelligence, Surveillance, and Reconnaissance (ISR). Hybrid RPA Short-range VTOL/convertible UAS for 200 km 10-20 nos missions and hover Intelligence, Surveillance, and Reconnaissance (ISR). EOIRST on Fighter Aircraft Fighter-class passive Electro-Optical/Infrared > 70 nos detection, tracking, and ranging suite. Smart Loitering for BVLOS Ground-launched loiterers with Electro- 200-500 nos Munitions Optical/Infrared seeker and 6+ hr endurance. Advanced Driver Assistant System AI-enabled optical/RADAR/LiDAR driver-assist 1,200 nos (ADAS) for Heavy Vehicles and warning functions. High Power Electromagnetic Weapon Mobile HPM for wide-area electronics defeat at 6– < 10 nos System 8+ km. Targeting Pods– > 100 nos Day/night pod with laser designator and Electro- > 100 nos Optical/Infrared tracker for LGB/EO weapons. Next-Generation Night Vision Devices Handheld day/night detection and recognition of Not disclosed (IR/Thermal Imaging) small targets. Helmet Mounted NVBs – Undisclosed Sub-1 kg helmet NV; detection/ID in pitch-dark Not disclosed nos conditions. Dual IR Band and UV-Based Imaging Multi-band seekers to defeat flares; >12 km target 1,200 nos Seekers for MAN Portable AD System ID. Augmented Reality Helmet for Helmet display with AI/ML overlays and blue-force 14,000 nos Ground Troops awareness. Hard Kill Counter UAS System Vehicle-mounted C-UAS with RF/AESA/EO&IR < 225 nos sensors and neutralizers. Directed Energy Weapon HEL/HPM system for counter-drone and air-defense Not disclosed roles. Source: Ministry of Defence, India TRCP-FY2025 222Operational and Financial Benchmarking Tonbo Imaging is a global defence deep tech company that specializes in high performance imaging, processing, communication and control systems with the primary incentive to facilitate autonomy in complex environments. With proven technology in advanced military, aerospace electro-optics and imaging systems, Tonbo Imaging’s portfolio provides leading size, weight, cost and performance benefits. To assess Tonbo Imaging’s positioning within both the Indian and global defence electro‑optics (Electro- Optical/Infrared) landscape, it is essential to benchmark against companies that operate in closely related domains and demonstrate comparable technological relevance. The selected global companies—Epirus (US), Teledyne FLIR (US), Hensoldt (Germany), Theon International, and Controp (Israel)—represent established players in Electro-Optical/Infrared, thermal imaging, and advanced defence electronics. They provide a meaningful reference for evaluating technology integration, global market penetration, and intellectual property ownership. Similarly, the Indian defence companies chosen for comparison—Astra Microwave, Zen Technologies, Data Patterns, Paras Defence, and Bharat Electronics—are leading domestic peers in defence electronics, radar, simulation, and subsystem integration. Together, these companies represent the relevant ecosystem within which Tonbo Imaging operates and highlight the gaps Tonbo fills by offering proprietary, end‑to‑end Electro- Optical/Infrared subsystems. Profiling of Key Global and Indian Competitors This section provides a brief overview of each selected company, outlining their core business areas, market presence, and relevance within the defence and Electro-Optical/Infrared ecosystem. Table 33: Profiles of Key Global and Indian Competitors Company HQ Description Product Portfolio Geography Mix Revenue Electro-Optical/ for FY25 (FY25) Infrared Revenue Presence Astra Hyderabad, Indian Radar subsystems, India ~90%, INR 10,512 Indirect/ Microwave India designer/ missile electronics, Exports ~10% Million Adjacent (sensor manufacturer SATCOM RF, electronics, radar of RF, RF/microwave RF); limited microwave & modules, direct Electro- digital integrated Optical/ Infrared electronics for EW/comm payloads. defence, subsystems. aerospace & space; strong on indigenization & system integration. Zen Hyderabad, Indigenous Weapon & vehicle India ~62% INR 9,736 Limited/ Enabler Technolog- India training simulators, Exports ~38%: Million (C-UAS ies simulators & live/virtual training Middle East, integration of anti-drone ranges, C-UAS Africa, CIS, Electro-Optical/ systems; systems, North & Latin Infrared as part growing surveillance America, UAE. of systems). autonomy & solutions. surveillance capabilities. Paras Navi Veteran Opto‑electronic India ~85% INR 3,647 Strong (EO Defense Mumbai, optics/EO systems, submarine Exports ~15%: Million lenses/ India player across periscopes, drone Israel, USA, assemblies, defence & payloads/gimbals, Europe, South gimbals, space; strong rugged avionics, Korea, periscopes, in electro‑ space optics. Singapore, payloads). optics & EW UAE, Saudi subsystems. Arabia, South Africa, Canada. Data Chennai, High‑ Radar electronics, India ~85% INR 7,084 Indirect/ Patterns India reliability avionics LRUs, Exports ~15%: Million Adjacent (radar/ defence/aero SATCOM/ Europe & East optronics electronics command systems, Asia. electronics; 223Company HQ Description Product Portfolio Geography Mix Revenue Electro-Optical/ for FY25 (FY25) Infrared Revenue Presence across full embedded control limited lifecycle & test systems. proprietary Electro-Optical/ Infrared). Bharat Bengaluru, MoD Radars, EW/ESM, India ~96% INR 237,688 Strong (thermal Electronics India Navratna comms, Exports ~4%; Million imagers, sights, Ltd. PSU; leading EO/thermal Make in India- optronics suites). defence imagers, avionics, led footprint. electronics C2, air defence, across radar, coastal security EW, comms, systems. EO, avionics, cyber. Tata Hyderabad, Tier-1 aircraft structures, India + exports INR 51,231 Indirect/ Advanced India aerospace & UAVs, missile (U.S./EU/ Million Adjacent Systems defense OEM subsystems, radar Israel) via OEM (approximate) (Electro- under Tata & EW modules, partnerships Optical/Infrared Group; C4ISR integration; integration on airframes, build-to-print for platforms; missiles, global primes limited radars, proprietary composites, Electro-Optical/ and systems Infrared product) integration VEM Hyderabad, Indigenous ATGM India (MoD/ Not disclosed Strong Technologies India weapons & subsystems, DRDO (seekers/IMUs; avionics seekers & IMUs, programs); Electro-Optical/ house; strong rocket motors, selective exports Infrared terminal in seekers, launchers, guidance, test propulsion, avionics, test gear) guidance, and stands; missile test equipment integration Epirus Los Deep‑tech HPM C‑UAS Primarily U.S.; Not disclosed None/Minimal Angeles, defence firm systems (Leonidas scaling to (focus is HPM, USA focused on family), AI‑driven Army/Navy not Electro- high‑power power electronics; platforms; allied Optical/Infrared). microwave platform expansion (HPM) integrations. underway. directed energy (Leonidas). Teledyne Wilsonville, Global leader Thermal Global (defence, USD 5.3 Very Strong FLIR USA in thermal/IR cameras/cores, industrial, Billion (broad Electro- sensors & night vision, Black commercial). (CY24) Optical/ Infrared systems; Hornet nano‑UAS, product stack multi‑domain UGVs (via across sizes & sensing & Endeavor), markets). small UAS. surveillance payloads. Hensoldt Taufkirchen, European Air/ground/sea Europe/ NATO USD 2.4 Strong (optronics Germany sensor radars, Electro- + global Billion & Electro- champion Optical/ Infrared exports; key (CY24) Optical/ Infrared across radar, sights, optronics, supplier to suites for EW & EW, mission German land/air/sea). optronics; ISR systems, Military. & situational surveillance suites. awareness systems. Theon Koropi, Customized NVGs, thermal Global: 71 USD 352.4 Strong (NV/TI Internation- Greece night vision & weapon sights, countries (incl. Million product lines; al thermal clip‑ons, 26 NATO); (CY24) soldier imaging; binoculars/ EU/US/ME/Asia optronics). vertically monoculars, fused presence. integrated; 224Company HQ Description Product Portfolio Geography Mix Revenue Electro-Optical/ for FY25 (FY25) Infrared Revenue Presence 71‑country sensors; soldier footprint. systems. Controp Hod Specialist in Electro-Optical/ Global; incl. Not disclosed Very Strong Precision HaSharon, stabilized Infrared cameras & U.S. subsidiary (stabilized Technolog- Israel Electro- gyro‑stabilized (Virginia) gimbals & ies Optical/ gimbals for supporting U.S. turnkey Electro- Infrared UAV/UGV/ market Optical/Infrared gimbals & ship/ground; surveillance). precision border/coastal/HLS motion‑control suites. systems. Strategic Comparison Indian Peer Comparison Table 34: Indian Defense Peer-Level Comparison Defense Players Business Model Product Range Value Proposition Export % of Revenue (FY25) Tonbo Imaging Horizontally integrated; in- Full-stack Electro- Owns 100% Electro- 65.52% house design & IP Optical/Infrared with Optical/Infrared IP, ownership, outsourced proprietary subsystems modular + manufacturing miniaturized systems Astra Microwave Product company for RF No direct Electro- RF subsystems; 10.00% subsystems; contract-based Optical/Infrared systems Electro- manufacturing model Optical/Infrared limited Zen Technologies Software-focused; builds Electro-Optical/Infrared Software-led training, 37.97% simulation platforms with used in simulators only light integration of integrated third-party Electro- systems Optical/Infrared Paras Defense Manufacturing-led with Electro-Optical/Infrared Manufacturing 14.59% partial design capability; payloads but reliant on capability, relies on relies on technology partners OEMs partnerships Data Patterns Vertically integrated; strong Supports Electro- Control systems, not 15.00% in embedded systems, low Optical/Infrared via optical payloads Electro-Optical/Infrared backend electronics design ownership Bharat Vertically integrated PSU; Limited Electro- General systems 3.86% Electronics extensive in-house Optical/Infrared, mostly integrator, relies on production, limited IP integrated systems partnerships independence Tata Advanced Vertically integrated, Electro-Optical/Infrared General systems Not disclosed Systems manufacturing-led system integration, and co- integrator, relies on integrator; Tier-1 development with BEL partnerships. platform/OEM partner for for cooled-MWIR Electro-Optical/Infrared (limited proprietary payload integration. Electro-Optical/Infrared). VEM Manufacturing-led with in- Electro-Optical/Infrared Indigenous seeker + Not disclosed Technologies house design; missile- seekers; seeker navigation IP; high-G- subsystems house processors; strap-down qualified specializing in Electro- IMUs/autopilots; Optical/Infrared seekers and launcher & fire-control guidance electronics. electronics; seeker ATE/test stands. Source: Frost & Sullivan Many major Indian defense firms, such as Bharat Dynamics Limited (BDL) and Hindustan Aeronautics Limited (HAL) collaborate with foreign technology partners like MBDA Missile Systems and Elbit Systems for critical 225missile, radar, and unmanned aerial vehicle (UAV) subsystems through joint ventures and technology transfers. These collaborations often involve licensed production and integration of externally developed seekers, sensors, or engines, underscoring demand for foreign technical know-how. In contrast, Tonbo Imaging is one of few companies in India with no dependence on external technology partners as it owns 100% of its intellectual property, from optics to embedded software and electronics including critical subsystems for sighting systems, including proprietary video engines, AI-accelerated image processing, and sub- 5 µrad multi-axis gimbal stabilization. Tonbo also leads in export performance, with 65.52% of FY25 revenue from overseas markets, far surpassing Data Patterns (~15%), Zen (~38%), and others in FY25. This positions Tonbo Imaging as the supplier with the highest % of revenue from exports among the listed defence peers in FY25. Additionally, Tonbo’s growth has been fueled by private capital and self-funded R&D, unlike many domestic peers, underscoring its position as a capital-efficient, globally validated innovator in modern Electro-Optical/Infrared technologies. In addition, Tonbo Imaging accounted for 93% of India’s thermal imaging export volumes, making it the country’s largest exporter of thermal imaging systems by units shipped in FY24 and FY25. Figure 47: Market Share (units) of Thermal Imaging Exports from India, April 2023 to March 2025 Source: Frost & Sullivan, Customs Data Global Defense Peer Comparison: Business Models, Capabilities, and Export Strength Table 35: Global Defense Peer Level Comparison Defense Players Business Model Product Range Value Proposition Global Presence Tonbo Imaging Horizontally integrated; Full-stack Owns 100% Electro- Sold to over 24 in-house design & IP Electro- Optical/Infrared IP, countries; strong in ownership, outsourced Optical/Infrared modular + miniaturized Asia, MENA, LATAM; manufacturing with proprietary systems validated in US, EU, subsystems Israel Teledyne FLIR Vertically integrated; High-volume Thermal specialists, Global; strong in North designs and thermal imaging limited control stack America, Europe, manufactures modules NATO allies, and sensors/modules in- industrial-commercial house at scale sectors Theon Vertically integrated; Night vision and Tactical systems, Predominantly Europe International builds full night vision thermal optics for NATO-oriented and NATO countries; and thermal systems for NATO exports to over 50+ NATO clients nations Controp Product-focused; designs Stabilized Turnkey surveillance, Exports to 71 countries Electro-Optical/Infrared Electro- motion-control across Asia, Africa, gimbals in-house; Optical/Infrared expertise Europe, and LATAM manufacturing appears gimbals partially internal Hensoldt Vertically integrated; Integrated Vertically integrated Strong export presence large-scale defense OEM Electro- with NATO primes across Europe, NATO, 226Defense Players Business Model Product Range Value Proposition Global Presence with strong internal Optical/Infrared and Asia; key supplier production and systems in large platforms to German & EU integration MoDs Eprius Venture-backed; Leonidas HPM Non-kinetic directed- Primarily U.S. DoD vertically integrated counter-UAS energy effect, (Army, Navy); early design around HPM, systems, scalable optimized for drone allied deployments at manufacturing partly in- power modules, swarm and rapid overseas bases; house and through U.S. AI-driven power deployment expansion into NATO defense primes electronics and partner markets Source: Frost & Sullivan Tonbo Imaging competes with a cohort of established global Electro-Optical/Infrared companies, many of which follow traditional vertically integrated business models. Companies like Teledyne FLIR, Theon International, and Hensoldt design and manufacture systems in-house, supplying directly to NATO and government customers. In contrast, Tonbo Imaging adopts a horizontally integrated model, combining proprietary in-house design and IP ownership with outsourced manufacturing, an approach that enhances agility and capital efficiency. Founded in 2008, Tonbo Imaging is a recognized OEM providing a diverse suite of field-tested electro-optic products free from export restrictions under International Traffic in Arms Regulations (“ITAR”). ITAR is a U.S. export control framework governing the sale, transfer, and sharing of defence related technology, data, and services. Tonbo’s full Electro-Optical/Infrared portfolio is entirely free from ITAR, enabling it to serve non-aligned and export sensitive markets more flexibly, as the company designs and develop their products within India, making us one of the few global OEMs capable of supplying cutting-edge technologies without geopolitical export limitations. Tonbo's products have been sold globally to customers in EU, US and Israel enabling adoption in India through a global first approach, underscoring their acceptance in some of the world’s most advanced defence markets. Innovation and Technology Comparison (Indian Peers) Table 36: Innovation and Technology Comparison (Indian Peers) Company Unique Technologies R&D Focus Proprietary Solutions Tonbo Imaging Microscanning, AI-IR edge EO edge vision, Diffractive optics, fused vision processing stabilization Astra Microwave RF, Microwave filters Radar subsystems Custom microwave modules Zen Technologies Anti-drone, real-time sim Combat simulation Drone kill-systems, VR tech Paras Defence EO systems, gimbals Defence optics & Optronics integration electronics Data Patterns Radar and avionics Embedded defence Radar processors, power modules integration electronics Bharat Electronics Multi-domain defence Radars, electronic Long-range surveillance radars, electronics: radars, EW warfare, network-centric combat management systems, suites, missile seekers systems, select Electro- integrated naval platforms Optical/Infrared devices Tata Advanced Systems Composite airframes, Aerospace & defense Integrated UAV/ airframe missile canisters, radomes; platform integration, platforms; build-to-print modules platform integration composites, avionics for primes bays, C4ISR, ISR integration VEM Technologies IIR seekers, dual-mode Missile guidance, seekers Indigenous seeker/IMU stacks, seekers, IMUs/autopilots; & strapdown nav; ATGM launcher electronics; Electro- propulsion & launchers subsystems and test Optical/Infrared terminal guidance equipment kits Source: Frost & Sullivan Innovation and Technology Comparison (Global Peers) Table 37: Innovation and Technology Comparison (Global Peers) Company Unique Technologies R&D Focus Proprietary Solutions Tonbo Imaging Microscanning, AI-IR edge EO edge vision, Diffractive optics, fused vision processing stabilization 227Company Unique Technologies R&D Focus Proprietary Solutions Teledyne FLIR High-volume thermal Thermal imaging, small Compact Electro-Optical/Infrared imaging cores & sensors UAS payloads, robotics modules, Black Hornet nano-UAS Theon International Customizable NV/TI optics, Night vision, thermal NATO-standard NVGs, thermal soldier-borne systems fusion, optronics design weapon sights Controp Stabilized Electro- Long-range surveillance, Turnkey stabilized gimbal Optical/Infrared gimbals, border/coastal Electro- solutions precision motion control Optical/Infrared Hensoldt Multi-sensor integration Intelligence, Large-platform Electro- (radar + Electro- Surveillance, and Optical/Infrared suites, optronics Optical/Infrared + EW) Reconnaissance (ISR), integration electronic warfare, situational awareness Epirus AI-driven semiconductor- High-power microwave Leonidas C-UAS HPM system based HPM power systems directed energy Source: Frost & Sullivan Product Portfolio Comparison (Indian Peers) Table 38: Product Portfolio Comparison (Indian Peers) Company Comparable Product Lines Typical Platforms/ Applications Tonbo Imaging Compact Electro-Optical/Infrared payloads, UAVs, UGVs, armored vehicles, soldier soldier-borne sights, AI-enabled targeting systems, kits low-SWaP gimbals Astra Microwave Microwave subsystems, RF components, radar Ground radar, satellite payloads front-ends Zen Technologies Drone simulators, C-UAS systems Training, counter-drone defense Paras Defence Large Electro-Optical/Infrared gimbals, optics Aircraft, ships integration Data Patterns Avionics, radar processors, electronic subsystems Missiles, aircraft, EW systems Bharat Electronics Thermal sights, stabilized imagers, large-scale Tanks, aircraft, naval platforms Intelligence, Surveillance, and Reconnaissance (ISR) Tata Advanced Systems UAV airframes, Intelligence, Surveillance, and Aircraft, UAVs, ships, ground vehicles Reconnaissance (ISR) UAVs, platform Electro- Optical/Infrared integration, radomes/ missile canisters, composites VEM Technologies IIR/dual-mode seekers, IMUs/autopilots, ATGM Soldier/vehicle launchers, missiles, subsystems, launchers, test gear loiterers Source: Frost & Sullivan Product Portfolio Comparison (Global Peers) Table 39: Product Portfolio Comparison (Global Peers) Company Comparable Product Lines Typical Platforms/ Applications Tonbo Imaging Compact Electro-Optical/ Infrared payloads, UAVs, UGVs, armored vehicles, soldier soldier-borne sights, AI-enabled targeting systems, kits low-SWaP gimbals Teledyne FLIR Thermal cores, large Electro-Optical/Infrared UAVs, vehicles, soldier systems turrets, UAS imaging pods Theon International NV/TI optics, soldier-borne systems, fused night- Infantry modernization programs, NATO vision devices SOF units Controp Stabilized Electro-Optical/Infrared gimbals, Naval, border security maritime Intelligence, Surveillance, and Reconnaissance (ISR) systems Hensoldt Large-platform Electro-Optical/Infrared, radar/EO Fighters, naval ships, ground integration Intelligence, Surveillance, and Reconnaissance (ISR) Epirus HPM-based counter-drone/electronic warfare Ground-based C-UAS systems Source: Frost & Sullivan 228Financial Benchmarking FY23–Q1FY26 (India Peers)1 Revenue Table 40: Revenue Benchmarking of Indian Peers, INR Million, FY23-Q1FY26 Company FY23 FY24 FY25 Q1FY26 CAGR (%)2 (FY23-FY25) Tonbo Imaging 968.28 4,281.89 4,690.80 686.77 120.10% Paras Defence and Space 2,224.26 2,534.98 3,646.61 931.90 28.04% Technologies Data Patterns 4,534.50 5,198.00 7,083.50 993.30 24.99% Astra Microwave Products 8,155.16 9,088.20 10,511.79 1,997.25 13.53% Zen Technologies 2,188.46 4,398.52 9,736.42 1,582.19 110.93% Bharat Electronics 176,462.00 202,682.40 237,687.50 44,397.40 16.06% VEM Technologies 2,050.28 3,422.28 NA NA N.A. Tata Advanced Systems 34,691.40 47,925.20 51,231.30 NA 21.52% Tonbo Imaging posted a revenue CAGR of 120.10% (FY23-25), positioning it as the fastest-growing defence technology company in India, with Zen Technologies at second positioning. Gross Profit Table 41: Gross Profit Benchmarking of Indian Peers, INR Million, FY23 – Q1FY26 Company FY23 FY24 FY25 Q1FY26 CAGR (%)3 (FY23-FY25) Tonbo Imaging 380.22 2,082.60 2,644.69 340.03 163.74% Paras Defence and Space NA NA NA NA NA Technologies Data Patterns 2,825.00 3,547.00 4,323.00 792.00 23.70% Astra Microwave Products 2,970.00 3,630.00 4,740.00 930.00 26.33% Zen Technologies NA NA NA NA NA Bharat Electronics NA NA NA NA NA VEM Technologies NA NA NA NA NA Tata Advanced Systems NA NA NA NA NA Gross Profit Margin (%) Table 42: Gross Margin Benchmarking of Indian Peers, FY23 – Q1FY26 Company FY23 FY24 FY25 Q1FY26 Tonbo Imaging 39.27% 48.64% 56.38% 49.51% Paras Defence and Space NA NA NA NA Technologies Data Patterns 62.30% 68.24% 61.03% 79.73% Astra Microwave Products 36.42% 39.94% 45.09% 46.56% Zen Technologies NA NA NA NA Bharat Electronics NA NA NA NA VEM Technologies NA NA NA NA Tata Advanced Systems NA NA NA NA EBITDA 229Table 43: EBITDA Benchmarking of Indian Peers, INR Million, FY23 – Q1FY26 Company FY23 FY24 FY25 Q1FY26 CAGR (%)4 (FY23-FY25) Tonbo Imaging 102.24 1,123.24 1,390.67 149.69 268.81% Paras Defence and Space 567.41 510.55 972.03 NA 30.89% Technologies Data Patterns 1,718.10 2,216.20 2,750.00 321.00 26.52% Astra Microwave Products 1,480.00 1,920.00 2,690.19 410.00 34.82% Zen Technologies 726.11 1,848.50 3,830.30 647.00 129.68% Bharat Electronics 40,480.00 49,980.00 67,680.00 NA 29.30% VEM Technologies 635.31 848.56 NA NA NA Tata Advanced Systems 3,123.40 7,059.80 7,003.00 NA 49.74% EBITDA Margin (%) Table 44: EBITDA Margins Benchmarking of Indian Peers, FY23 – Q1FY26 Company FY23 FY24 FY25 Q1FY26 Tonbo Imaging 10.56% 26.23% 29.65% 21.80% Paras Defence and Space Technologies 25.51% 22.00% 28.00% NA Data Patterns 37.89% 42.64% 38.82% 32.00% Astra Microwave Products 18.15% 21.13% 25.59% 20.50% Zen Technologies 35.32% 42.03% 39.34% 40.90% Bharat Electronics 23.00% 25.00% 29.00% NA VEM Technologies 30.99% 24.80% NA NA Tata Advanced Systems 9.00% 14.73% 13.67% NA High EBITDA margin indicates profitability before depreciation, finance costs, and taxes. Tonbo Imaging improved significantly from 10.56% in FY23 to 29.65% in FY25. PAT Table 45: PAT Benchmarking of Indian Peers, INR Million, FY23 – Q1FY26 Company FY23 FY24 FY25 Q1FY26 CAGR (%)5 (FY23-FY25) Tonbo Imaging 11.81 685.43 727.60 54.31 684.88% Paras Defence and Space 359.40 300.38 614.92 142.70 30.80% Technologies Data Patterns 1,240.00 1,816.90 2,218.10 255.00 33.75% Astra Microwave Products 698.30 1,210.66 1,535.09 162.74 48.27% Zen Technologies 499.68 1,295.04 2,993.35 530.75 144.76% Bharat Electronics 29,862.40 39,852.40 53,226.80 9,690.50 33.51% VEM Technologies 208.04 276.80 NA NA NA Tata Advanced Systems 589.00 1,770.80 484.20 NA -9.33% PAT Margin (%) Table 46: PAT Margins Benchmarking of Indian Peers, FY23 – Q1FY26 Company FY23 FY24 FY25 Q1FY26 Tonbo Imaging 1.19% 15.87% 15.34% 7.68% Paras Defence and Space Technologies 15.58% 11.47% 16.50% 14.93% Data Patterns 27.34% 35.00% 31.30% 23.21% Astra Microwave Products 8.60% 13.30% 14.60% 8.20% Zen Technologies 22.10% 28.48% 29.00% 29.48% Bharat Electronics 17.00% 20.00% 23.00% 21.05% VEM Technologies 9.97% 7.99% NA NA Tata Advanced Systems 1.64% 3.66% 0.94% NA 230Overall, Tonbo Imaging is the fastest-growing defence tech player in India in terms of Revenue, EBITDA and PAT margin growth (CAGR FY23-FY25) amongst the listed peers. Return on Equity (ROE %) Table 47: Return on Equity (RoE) Benchmarking of Indian Peers, FY23 – Q1FY26 Company FY23 FY24 FY25 Q1FY26 Tonbo Imaging 4.02% 52.72% 20.20% 1.10% Paras Defence and Space Technologies 9.09% 7.96% 11.70% NA Data Patterns 14.24% 15.00% 16.00% NA Astra Microwave Products 12.34% 13.93% 13.93% NA Zen Technologies 12.32% 33.47% 24.55% NA Bharat Electronics 23.52% 27.10% 29.56% NA VEM Technologies 9.00% 9.00% NA NA Tata Advanced Systems NA NA NA NA Return on Capital Employed (ROCE %) Table 48: Return on Capital Employed (ROCE) Benchmarking of Indian Peers, FY23 – Q1FY26 Company FY23 FY24 FY25 Q1FY26 Tonbo Imaging 14.33% 67.76% 27.36% 1.92% Paras Defence and Space 12.24% 9.79% 13.28% NA Technologies Data Patterns 22.00% 16.00% 18.00% NA Astra Microwave Products 15.65% 15.85% 16.53% NA Zen Technologies 17.33% 40.56% 20.78% NA Bharat Electronics 33.15% 36.44% 39.22% NA VEM Technologies 12.00% 11.00% NA NA Tata Advanced Systems NA NA NA NA 1. Revenue from operations means the revenue from operations for the year/period as appears in the financial information. 2. Gross Profit for Tonbo Imaging = Revenue From Operation – COGS; COGS = Cost of Materials Consumed + Changes In Inventories of Finished Goods 3. Gross Profit for Data Patterns and Astra Microwave is as per their respective public company filings 4. Gross Profit % for Tonbo Imaging, Data Patterns and Astra Microwave= Gross Profit / Revenue from Operations 5. EBITDA for Tonbo Imaging = Profit / (Loss) before Exceptional and Extraordinary items and Tax + Finance Cost + Depreciation and Amortisation – Other Income 6. EBITDA for Paras Defence, Data Patterns, Astra Microwave, Zen Technologies and Bharat Electronics is as per their respective public company filings 7. EBITDA % for Tonbo Imaging, Data Patterns (FY23-FY25), Astra Microwave (FY23-FY25) and Bharat Electronics = EBITDA / Revenue from operations 8. EBITDA % for Paras Defence, Data Patterns (Q1FY26), Astra Microwave (Q1FY26) and Zen Technologies is as per their respective public company filings 9. PAT for Paras Defence, Data Patterns, Astra Microwave, Zen Technologies and Bharat Electronics is as per their respective public company filings. PAT for Tonbo Imaging has been sourced from their restated financal statements. 10. PAT % for Tonbo Imaging, Data Patterns (Q1 FY26), Paras Defence, Zen Technologies and Bharat Electronics (Q1 FY26) = Profit After Tax / Total Income 11. PAT % for Data Patterns (FY23-FY25), Astra Microwave and Bharat Electronics (FY23-FY25) is as per their respective public company filings 12. ROCE % for Tonbo Imaging = Earning before interest and taxes / Capital Employed 13. ROCE % for Paras Defence, Data Patterns, Astra Microwave, Zen Technologies, Bharat Electronics and VEM Technologies is as per their respective public company filings 14. Earnings before interest and taxes = EBITDA – Depreciation and amortization 15. Capital Employed = Tangible Net Worth + Total Debt + Deferred Tax Liability 16. Tangible Net Worth = Total Net Worth – Other Intangible Assets 17. RoE% for Tonbo Imaging = Net Profits after taxes / Average Shareholder’s Equity 18. ROE % for Paras Defence, Data Patterns, Astra Microwave, Zen Technologies, Bharat Electronics and VEM Technologies is as per their respective public company filings 19. ROE % and ROCE % of Astra Microwave and Bharat Electronics are on standalone basis 20. For Tonbo Imaging - Q1FY26 RoCE, RoE, Net Tangible Fixed Asset Turnover have not been annualized 21. For Tonbo Imaging - Q1FY26 Working Capital Days have been calculated basis 91 days 22. For VEM Technologies – Financials for Q1FY26 and FY25 are not publicly available 23. For Tata Advanced Systems - Financials for Q1FY26 are not publicly available 24. NA means not available. 25. For Tonbo Imaging - Q1FY26 RoCE, RoE, Net Tangible Fixed Asset Turnover have not been annualized 26. For Tonbo Imaging - Q1FY26 Working Capital Days have been calculated basis 91 days 231Sources: • Financials for Tonbo Imaging Pvt Ltd are taken basis of restated financial statements. • Financials for Bharat Electronics Ltd. are taken from consolidated financial information as set out in its public company filings. • Financials for Data Patterns Ltd are taken from standalone financial information as set out in its public company filings. • Financials for Astra Microwave Ltd are taken from consolidated financial information as set out in its public company filings. • Financials for Zen Technologies Ltd. are taken from consolidated financial information as set out in its public company filings. • Financials for VEM Technologies Pvt Ltd are taken from standalone financial information as set out in its public company filings. • Financials for Tata Advanced Systems Ltd are taken from consolidated financial information as set out in its public company filings. 232OUR BUSINESS Some of the information in this section, including information with respect to our business plans and strategies, contains forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking Statements” on page 32 for a discussion of the risks and uncertainties related to those statements and “Risk Factors”, “Restated Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 33, 302 and 385, respectively, for a discussion of certain factors that may affect our business, financial condition, results of operations or cash flows. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Also see, “Definitions and Abbreviations” on page 1 for certain terms used in this section. We have included various operational and financial performance indicators in this Draft Red Herring Prospectus, certain of which may not be derived from our Restated Consolidated Financial Statements. The manner in which such operational and financial performance indicators are calculated and presented, and the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other jurisdictions. Investors should consult their own advisors in making an investment decision and evaluate such information in the context of the Restated Consolidated Financial Statements and other information relating to our business and operations included in this Draft Red Herring Prospectus. Our Company’s financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, included herein is based on or derived from our Restated Consolidated Financial Statements included in this Draft Red Herring Prospectus. For further information, see “Restated Consolidated Financial Statements” on page 302. The Restated Consolidated Financial Statements are based on our audited consolidated financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited consolidated financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition” on page 72. Unless otherwise stated or the context otherwise requires, references in this section to “we”, “us”, or “our” are to Tonbo Imaging India Limited and our Subsidiaries and Joint Venture on a consolidated basis while “our Company” or “the Company” are to Tonbo Imaging India Limited on a standalone basis. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” dated December 2025 (the “F&S Report”) prepared and issued by Frost and Sullivan (India) Private Limited, appointed and exclusively commissioned and paid for by us to enable investors to understand the industry in which we operate in connection with the Offer. The data included herein includes excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal. Further, the F&S Report was prepared on the basis of information as of specific dates and opinions in the F&S Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. F&S Report has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the F&S Report based on the information obtained by it from sources which it considers reliable. A copy of the F&S Report is available on the website of our Company at https://tonboimaging.com/main/industry-report/. For further information, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.” on page 65. Also see, “Certain Conventions, Currency of Presentation, Use of Financial Information and Market Data –Industry and Market Data” and “Industry Overview” on pages 31 and 147, respectively. Overview We are a global defence electronics original equipment manufacturer (“OEM”). We design, develop and manufacture sensing, processing, communication and guidance systems for surveillance, reconnaissance, 233targeting, and control. We have developed a diversified product portfolio including thermal imaging cores, weapon sights, hand-held thermal imaging binoculars, targeting systems, missile seekers, fire control systems, missile guidance systems amongst others to enable autonomy on the battlefield. The image below depicts the various functions of our product portfolio: Our expertise spans design capabilities across electro optics and infrared systems (“EO/IR”) and embedded vision systems serving both – Indian and global companies. As per the F&S Report, our Company is the fastest-growing defence technology player in India in terms of revenue, EBITDA and PAT margin growth (CAGR Fiscal 2023- 2025) amongst the Listed Peers. As per the F&S Report, over the period FY23 to FY25, our Company was the largest manufacturer, in terms of sales value of thermal imaging systems to government and defense agencies in India. In addition, our Company’s market share of thermal imaging exports from India was 93%, positioning it as the largest exporter of thermal imaging systems from India in FY24-25. With over 20,000 systems deployed across 24 countries, as of June 30, 2025, our Company is a recognized OEM providing a diverse suite of field-proven electro-optic products free from export restrictions under International Traffic in Arms Regulations (“ITAR”). ITAR is a U.S. export control framework governing the sale, transfer, and sharing of defence related technology, data, and services. Our EO/IR portfolio is free from ITAR, enabling it to serve non-aligned and export sensitive markets more flexibly, as we design and develop our products within India, making us one of the few global OEMs capable of supplying cutting-edge technologies without geopolitical export limitations. As per the F&S Report, our Company is one of the few companies in India with no dependence on external technology partners as we own 100% of our intellectual property, from optics to embedded software and electronics. The Government of India has introduced numerous policies under the ‘Make in India’ initiative and the ‘Atmanirbhar’ vision, introducing reforms to promote the indigenous design, development and manufacturing of defence equipment in the country, thereby reducing reliance on defence imports. Introduced in 2020, India’s Defence Acquisition Procedure 2020 (“DAP 2020”), “Indigenously-Designed, Developed and Manufactured” (“IDDM”) is a part of India’s ‘Make in India’ initiative for defence. In order to be an eligible IDDM vendor under the DAP 2020, our Company is required to ensure that the control of the Company is with Indian citizens and at least half of the ex-factory cost of the products needs to originate from Indian design, development, production or value-addition, and limits the permissible foreign or non-indigenous content in the final product to a maximum of 50% of the overall contract value. We are a supplier under IDDM. 234We were incorporated in 2003 as a subsidiary of a research company initially providing R&D and technology development services focused on designing intellectual property. In 2012, post the buyout of the erstwhile subsidiary of the research company by our Promoters, we transitioned into a defense-focused product manufacturing company, developing and supplying advanced electro-optic and electronic systems. As per the F&S Report, with over 20,000 systems deployed across 24 countries as of March 31, 2025, our Company offers a diverse suite of field-proven electro-optical solutions. Field-proven denotes systems that have been operationally validated in live combat and security environments, demonstrating reliability, durability, and mission effectiveness under real-world conditions. Our investors include: Our products are divided into tactical systems and platform systems. The table below sets forth the revenue from operations generated from each product vertical in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: 235Products For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount As a Amount As a Amount As a Amount As a (₹ percentage (₹ percentage (₹ percentage (₹ percentage million) of revenue million) of revenue million) of revenue million) of revenue from from from from operations operations operations operations (%) (%) (%) (%) Tactical 381.06 55.49 3,622.96 77.24 3,592.69 83.90 792.87 81.88 systems Platform 296.69 43.20 1,010.53 21.54 127.00 2.97 41.87 4.32 systems Others* - 0.00 10.32 0.22 110.39 2.58 2.25 0.23 Total sale 677.75 98.69 4,643.82 98.99 3,830.08 89.45 836.99 86.44 of products and solutions Revenue 686.77 100.00 4,690.80 100.00 4,281.89 100.00 968.28 100.00 from operations# Note: We are yet to book revenue for our directed energy systems which are currently in the development stage. *Comprise certain OEM component sales. # Our Revenue from operations is a sum of total sale of products and solutions and other operating revenue. Our portfolio of products span the electromagnetic spectrum – visible imaging based on what the human eye can see, to long wave infrared and multi-sensor imaging which are based on heat signatures of objects emitting infrared radiation. Our product portfolio is put forth below: 236We are seeing an evolution of our business from being focussed on tactical systems and platform subsystems to offering integrated autonomous platform systems. These platform systems are solutions that bring together hardware and software components of multiple subsystems made by us into an integrated platform for battlefield deployment. Our Company emphasizes miniaturisation, such as smallest form factor thermal weapon sights, scalable, modular payloads adaptable for remote weapons stations, loitering munitions, intelligence, surveillance, and reconnaissance (“ISR”) balloons and soldier - wearable systems. Our products are deployed in programs ranging from remote weapon stations (“RWS”) and missile seekers to situational awareness systems, optical reconnaissance payloads, and driver vision enhancement systems for armoured vehicles. In the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, in addition to supply within India, we supplied our products to overseas customers in countries including Armenia, Romania, Slovenia, USA, Morocco, South Korea, UAE and the Philippines. As per the F&S report, our Company leads in export performance, with 65.52% of FY25 revenue from overseas markets, this positions us as the supplier with the highest percentage of revenue from exports among the listed defence peers in FY25. The table below sets our revenue from exports in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Products For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount As a Amount As a Amount As a Amount As a (₹ percentage (₹ percentage (₹ million) percentage (₹ percentage million) of revenue million) of revenue of revenue million) of revenue from from from from operations operations operations operations (%) (%) (%) (%) Revenue 44.89 6.54 3,073.38 65.52 2,081.46 48.61 180.64 18.66 from exports Our customers include global militaries, law enforcement and homeland security agencies and other global defence OEMs. As of June 30, 2025, we have supplied to 24 countries including India, Armenia, Romania, Slovenia, USA, Morocco, South Korea, UAE and the Philippines. The map below sets forth our geographical footprint across the world as of June 30, 2025: 237As of September 30, 2025, we had an order book of ₹ 2,665.70 million. The table below sets forth the breakdown of our order book from our domestic and overseas customers as of September 30, 2025: Particulars Number of orders* Value (₹ million) Domestic customers 29 2,133.10 Overseas customers 7 532.60 Total 36 2,665.70 * Comprises only firm orders, which represent orders that have been contractually confirmed by customers, formally accepted by the Company, and are supported by binding documentation such as executed contracts or purchase orders. From October 1, 2025 to November 30, 2025, we have received orders aggregating to ₹ 716.80 million. As part of our efforts towards R&D, we have set up an R&D centre at Bengaluru, Karnataka where we have employed 93 engineers as of June 30, 2025, to undertake research, develop and experiment with new designs, technologies and equipment. Key technologies developed through our R&D efforts include, inter alia, micro- scanned optics, scene-based non-uniformity correction, thermal stereo vision systems for depth perception in low- light conditions, 3D imaging using single-detector thermal imagers, control systems for inertial stabilization and high accuracy pointing systems, fast steering mirror assemblies for dynamic beam alignment etc. Our R&D efforts also include use of alternative material such as polymers to reduce dependence on supply constraints in the defence sector as well as reducing costs to levels where commercial/consumer applications can be developed. We have ownership of a portfolio of intellectual property, which includes intellectual property solutions in relation to, inter alia, infrared imaging, night vision, computer vision and deep learning, precision stabilisation, autonomous fire control, directed energy, optical communications, high-altitude surveillance and missile seekers. Our Company operates an asset light business model through horizontal integration: core design and intellectual property (both assigned to us and developed indigenously) (“IP”), while manufacturing is outsourced to certified electronics manufacturing services (“EMS”) partners, including, Kaynes Technology India Limited and Avalon Technology and Services Private Limited. We prototype our pilot engineering units in our R&D centre, then scale production through EMS partners under non-exclusive contract manufacturing arrangements, issuing purchase orders that set out the required product specifications. Our R&D centre is ISO certified; it has the ISO 9001:2015 (quality management systems), ISO 14001:2015 (environmental management system) and ISO/IEC 27001:2022 (information security management system) and ISO 28000:2022 (security and resilience-security management systems requirements) for design, development, manufacture and servicing of electro optical systems and imaging cores in the areas of infrared imaging for use in defence, commercial, security and industrial applications. Our asset light business model minimises capital expenditure, enables scalable production, and keeps us lean and efficient, allowing us to focus on R&D. We have received several awards including the ‘Excellence in Tech Export Promotion - Medium Enterprises’ award by CNBC, ‘Young Turks Startup of the Year’ award at the CNBC-TV 18 India Business Leader Awards and ‘Marico Innovation Foundation’ award in the business category for ‘India’s Best Innovations’. Further, our operations comply with international standards for quality management system, environmental management system, information security management system and security and resilience-security management systems requirements for design, development, manufacture and servicing of electro optical systems and imaging cores in 238the areas of infrared imaging for use in defence, commercial, security and industrial applications. Our Company was founded by technologists with prior experience in the U.S. Department of Defense and Sarnoff Corporation. Over the last 12 years, our Company has built a 293 member team including engineers with deep expertise in infrared imaging, optics, lasers, sensor fusion, and machine learning. The Promoters have worked together for over 20 years, overseeing multi-year global defence programs and pioneering next-generation military technologies. Our Promoter, Managing Director and Chief Executive Officer, Arvind Kondangi Lakshmikumar has over 20 years of experience in raising capital, running our product engineering teams globally and managing government and enterprise sales at our Company. Further, our Promoter, Executive Director and Chief Business and Revenue Officer, Ankit Kumar, has over 20 years of experience running our research and development programs in defence, surveillance and automotive safety globally and is a domain expert in optics, computer vision and machine learning automotive. Further, our Promoter, Executive Director and Chief Commercial Officer, Cecilia D’Souza has over 20 years of experience in finance, accounting and management of our multi-location international business and has a strong background in international accounting, mergers and acquisitions, procurement and operational logistics. We believe that the combined experience of our Promoters, our dynamic management team and our skilled employees position us well to capitalize on future growth opportunities. We have established a track record of consistent revenue growth and profitability. We have managed our operations efficiently and our working capital days range from 152.39 to 279.75 days in a Fiscal. The table below sets forth certain financial information for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars Unit As of/For the As of/ For the year ended March 31, CAGR three months (from Fiscal ended June 2023 to 30, Fiscal 2025) (%) 2025 2025 2024 2023 Revenue from ₹ million 686.77 4,690.80 4,281.89 968.28 120.10 Operations(1) Revenue Growth(2) % NA 9.55 342.22 NA - Gross Profit(3) ₹ million 340.04 2,644.69 2,082.60 380.22 163.74 Gross Profit % 49.51 56.38 48.64 39.27 - Margin (4) EBITDA(5) ₹ million 149.69 1,390.67 1,123.24 102.24 268.81 EBITDA % 21.80 29.65 26.23 10.56 - Margin(6) PAT(7) ₹ million 54.31 727.60 685.43 11.81 684.88 PAT Margin(8) % 7.68 15.34 15.87 1.19 - ROCE %(9) % 1.92* 27.36 67.76 14.33 - ROE %(10) % 1.10* 20.20 52.72 4.02 - Net Tangible Times 2.78* 19.16 89.47 31.18 - Fixed Asset Turnover (x)(11) Working Capital No of Days 493# 280 152 211 - Days(12) * Not Annualized for the period ended June 30, 2025. #Working Capital Days have been calculated basis 91 days for the period ended June 30, 2025. Notes: 1) Revenue from Operations means the Revenue from Operations for the year / period as appears in the Restated Consolidated Financial Statements. 2) Revenue Growth is calculated as a percentage of Revenue from Operations for current year minus Revenue from Operations for previous year divided by Revenue from Operations for previous year multiplied by 100. 3) Gross Profit is calculated as Revenue From Operation minus COGS; COGS is calculated as Cost of Materials Consumed plus Changes In Inventories of Finished Goods for the relevant period / year. 4) Gross Profit % is calculated as Gross Profit divided by Revenue from Operations. 5) EBITDA is calculated as Profit / (Loss) before Exceptional and Extraordinary items and Tax plus Finance Cost, Depreciation and Amortisation minus Other Income. 6) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations. 7) PAT is Restated Profit for the year, net of tax as per Restated Consolidated Financial Statements. 8) PAT Margin is calculated as Restated Profit for the year, net of tax divided by Total Income. 9) Return on Capital Employed (ROCE) % is calculated as Earnings before Interest and Taxes (‘EBIT’) divided by Capital Employed; EBIT is calculated as EBITDA minus Depreciation and Amortization; Capital Employed is calculated as Total Equity minus Intangible Assets plus Long Term and Short Term Borrowings and Deferred Tax Liability. 23910) Return on Equity (ROE) % is calculated as Restated Profit for the year, net of tax divided by Average Shareholder’s Equity; Average Shareholder’s Equity is calculated as Total Equity as of the current year / period plus Total Equity as of the previous year / period divided by 2. 11) Net Tangible Fixed Asset Turnover is calculated as Revenue from Operations divided by Property, Plant and Equipment for the relevant period / year. 12) Working Capital Days is calculated as Inventory Turnover Days plus Trade Receivable Days minus Trade Payable Days. Inventory Days is calculated as Average Inventories divided by Cost of Goods Sold multiplied by number of days for the period / year. Trade Receivables Days is calculated as Average Trade Receivables divided by Revenue from Operations multiplied by number of days in the period / year. Trade Payables Days is calculated as Average Trade Payables divided by Purchases and Incidental Expenses multiplied by number of days in the period / year. OUR STRENGTHS Leading defence technology solutions provider with pioneering proprietary technologies Our Company is one of the few companies in India with no dependence on external technology partners as it owns 100% of its intellectual property, from optics to embedded software and electronics including critical subsystems for sighting systems, including proprietary video engines, AI-accelerated image processing, and sub-5 µrad multi- axis gimbal stabilization, as per the F&S Report. Ownership of the intellectual properties we use, ensures full control over our technology roadmap and product evolution. We are a software-led company with a focus on product design and development. As per the F&S Report, by applying computational imaging, AI, and sensor fusion, we build systems that are lighter, smarter, and significantly more cost-effective than conventional alternatives. This approach allows us to overcome limitations of traditional optics and infrared (“IR”) sensors, embed edge AI in our systems for autonomous decision-making and deliver low-size weight and power (“SWaP”), high-performance platform systems across multiple domains. We own a portfolio of technologies, including advanced infrared sensors, AI-based computer vision algorithms, low- SWaP optics, free-space optical communications, and high-power microwave systems. These assets are developed in-house with no material licensing dependencies, enabling rapid deployment and continuous innovation. Our Company supplies and controls the technical aspects of building the core components; optical designs, infrared imaging engines, video processing electronics, target tracking/classification electronics, laser ranging modules stabilized gimbal platforms, software and hardware systems to control a variety of peripherals. Each of these is a module that can be combined to create different product configuration. This makes it modular and scalable across different end product platforms. Our mission is to assist, augment and replace humans on the battlefield. As per the F&S Report, autonomous systems are transforming modern warfare by using AI, sensor fusion, and real-time decision-making to conduct faster, safer, and more precise operations with minimal human intervention. They reduce risk to personnel by handling dangerous tasks like mine clearance, reconnaissance, and contested airspace surveillance, extend operational reach, and process data at machine speed for accurate targeting and reduced collateral damage. Capable of rapid, adaptive responses in electronic, cyber, and kinetic domains, they enable swarming tactics for resilience and mission continuity. Rather than replacing humans, autonomy shifts their role from operators to strategic decision-makers, allowing machines to manage routine, hazardous, or time-critical tasks. Towards this end of enabling autonomy on the battlefield, we have developed a diversified product portfolio including thermal cameras, thermal binoculars, targeting systems, seekers, fire control systems, missile guidance systems amongst others. Our products span the electromagnetic spectrum; some are based on heat signatures of objects emitting infrared radiation, some use visible light while others use proprietary image processing to fuse images from multiple sources. Our vision is to own an “intelligence stack”. The intelligence stack has multiple technology elements of sensing, understanding, communication and control and enables autonomy on the battle-field. This enables deployment of unmanned platform systems, smart munitions, and AI-driven weapon systems with enhanced ISR and battlefield survivability. Driving innovation in defence electronics through in-house R&D with an asset light business model We operate an asset-light business model with a focus on product design and development. Our Company is integrated horizontally: core design and IP are developed in-house, while manufacturing is outsourced to EMS. Our contract manufacturing model allows us to focus on our R&D capabilities. Our EMS partners include certified contract manufacturers such as Kaynes Technology India Limited (“Kaynes”) and Avalon Technology and Services Private Limited (“Avalon”), who possess the technical expertise and required certifications. 240Our in-house design and development capabilities also enable us to remain responsive to the changing requirements of our customers and introduce new systems that address the evolving challenges and opportunities in the defence electronics sector. We also customize our products and technologies to meet customer expectations and end user preference considering factors such as terrain adaptability or reduced size, weight, power and cost of systems. As part of our efforts towards R&D, we have set-up an R&D centre at Bengaluru, Karnataka employing 93 engineers which constitute ~ 32% of our workforce as of June 30, 2025, to undertake research, develop and experiment with new designs, technologies and equipment. We intend to focus our technology development and R&D on cost reduction of our products to support larger industrial and commercial applications across safety, security and efficiency. Some of our key projects include developing airborne systems with high performance EO/IR gimbal for an Indian defence R&D organisation, a multi-spectral infrared seeker and command launcher unit with advanced computer vision capabilities for a defence manufacturing company and a cost-effective, FSO communication system suitable for terrestrial and naval applications, addressing the limitations of current FSO technologies in challenging environments for Indian armed forces. A modern cooled thermal imaging camera has an imaging sensor that is integrated with a cryocooler to drastically lower the sensor temperature which in turn reduces thermally-induced noise to a level below that of the signal from the scene being imaged. Cooled cameras provide superior sensitivity, faster frame rates, and higher resolution for demanding applications like long-range surveillance and R&D, while uncooled thermal imagers, use microbolometers that operate at ambient temperature, are cheaper, simpler, more reliable, and have lower power consumption. We have undertaken R&D to enhance performance of uncooled cameras to defence grade performance standards. Our work has involved improving the sensitivity and resolution of uncooled thermal imagers so that they can be used in long range surveillance applications. The table below sets forth the R&D expense incurred and R&D expense as a percentage of the total expenses in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three Fiscal 2025 Fiscal 2024 Fiscal 2023 months ended June 30, 2025 R&D cost (₹ million) 59.28 90.95 42.41 13.39 R&D cost as a percentage of 9.41 2.43 1.26 1.40 total expenses (%) No. of employees in the 93 70 41 19 R&D team No. of employees in the 31.74 27.13 24.55 30.16 R&D team as a percentage of total number of employees (%) Further, we purchased intellectual property aggregating ₹ 1,831.91 million (forming part of intangible assets on the restated consolidated statement of assets and liabilities) from CEAQ Singapore in March 2024. Our asset light business model enables rapid adaptation, accelerated time to market and cost-effective deployment across global programs. Further, we leverage scale, flexibility, and technical capabilities due to our asset light business model which ensures full in-house control of core technology, design, and IP. By outsourcing manufacturing, we minimize the requirement for substantial capital investment in production facilities and equipment. It enables us to be capital-efficient and focussed on our core competence of design and R&D, which contributes to improved profitability and allows us to offer competitive pricing while maintaining high product standards for advanced military platform systems. Among the few defence electronics OEMs with a wide acceptability across the globe Our Company is a global defence electronics OEM with a clientele spanning both domestic and international markets. Our products have been sold globally to customers in EU, US and Israel, enabling adoption in India through the global first approach, underscoring their acceptance in some of the world’s most advanced defence markets as per the F&S Report. As of June 30, 2025, we have deployed over 20,000 tactical systems and served customers across 24 countries. As per the F&S report, our Company leads in export performance, with 65.52% of 241Fiscal 2025 revenue from overseas markets, this positions us as the supplier with the highest percentage of revenue from exports among the listed defence peers in FY25. As per the F&S Report, over the period FY23 to FY25, our Company was the largest supplier of thermal imaging systems to government and defense agencies in India. In addition, our Company’s market share of thermal imaging exports from India was 93%, positioning it as the largest exporter of thermal imaging systems from India. Below are the details of our revenue from operations across various geographic regions and as a percentage of our revenue from operations for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Geography For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount Percentage Amount Percentage of Amount Percentage of Amount Percentage of (₹ of revenue (₹ revenue from (₹ revenue from (₹ revenue from million) from million) operations million) operations million) operations operations (%) (%) (%) (%) India 632.86 92.15 1,570.44 33.48 1,748.62 40.84 656.36 67.79 Europe 3.19 0.46 3,065.18 65.34 1,888.81 44.11 - 0.00 Asia – - - 7.69 0.16 13.88 0.32 8.14 0.84 Pacific United - - 0.51 0.01 - 0.00 - 0.00 States of America Rest of the 41.70 6.07 - 0.00 178.77 4.17 172.49 17.81 world (Middle East/Africa) Total sale 677.75 98.69 4,643.82 98.99 3,830.08 89.45 836.99 86.44 of products and solutions* Revenue 686.77 100.00 4,690.80 100.00 4,281.89 100.00 968.28 100.00 from operations *Revenue from operations comprise OEM component sales which do not form a part of our products and solutions. The table below sets forth details of the customers served outside India and revenue generated from such customers in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three For the year ended March 31, months ended June 30, 2025 2025 2024 2023 Revenue from customers located outside 44.89 3,073.38 2,081.46 180.64 India (₹ million) Revenue from customers located outside 6.54 65.52 48.61 18.66 India as a percentage of the revenue from operations (%) We design and supply ITAR-free strategic defence electronics, placing us among the few global OEMs able to deliver advanced technologies without geopolitical export constraints. This capability offers strategic leverage to countries pursuing defence autonomy and resilient supply chains and enable us to meet rising demand for unrestricted systems as militaries modernise. By providing non-ITAR imaging technologies, traditionally controlled by US, Israel, and Europe base companies, we bridge the gap that often hinders collaboration, delays approvals, and deters buyers due to compliance burdens and external oversight. Our ITAR-free portfolio thus makes us a preferred partner for nations seeking self-reliance in critical strategic electronics, and we will leverage this advantage to expand across Asia, Europe, and the Middle East amid higher defence spending and a focus on indigenous capability. We operate a global delivery model that ensures efficient, cost-effective supply through comprehensive logistics and exports. Close coordination with customers and carriers enables timely worldwide delivery, while our broad customer base yields insights into emerging needs and trends, helping us anticipate and meet evolving requirements and unlock sustainable export growth. Diversified defence product portfolio with deployability across all domains 242As per the F&S Report, we are a global defence electronics OEM, with a track record of design and delivery of field tested defence systems, designing and developing products primarily catering to military and armed forces across the globe. We have a portfolio of products addressing surveillance, reconnaissance and targeting applications for ground, air, naval and missile systems. For further details see, “- Our Products”. The products deployed by us are used across both developed and emerging markets for defence technology. As per the F&S Report, developed markets like the US and Israel set the benchmark for technological superiority and emerging markets like India, South East Asia and Africa are price sensitive. We design our products baselining our technology with developed markets and pricing them competitively for developing markets. Our products have been selected through globally competitive tenders, often prevailing over established international products. As of June 30, 2025, we have deployed over 20,000 tactical systems and served customers across 24 countries. Domain Diversification: Battlefield Coverage Our product lines have been designed to address the needs across special operations, infantry, land, air and naval systems covering the full spectrum of battlefield coverage: • Tactical Systems - Our tactical optronics portfolio comprises a family of electro-optical sights engineered to provide dismounted soldiers with observation, target acquisition, and engagement capabilities in all light and weather conditions. These lightweight handheld, weapon-mounted, and helmet-mounted systems are built with a strong focus on modularity and optimized Size, Weight, and Power (“SWaP”), enabling soldiers to operate for longer durations with minimal load burden. Designed as deployable end-user products requiring no complex integration, our tactical sights deliver high- contrast thermal and day imaging, augmented situational awareness, and precise targeting support for infantry, special forces, and small tactical units. Their applications span reconnaissance, patrol, and close-quarters engagement to long-range surveillance and anti-ambush operations, giving frontline soldiers a decisive sensing and targeting advantage across diverse mission environments. • Platform Systems – Our platform-grade optronics encompass a broad suite of stabilized multi-sensor gimbals and electro-optical/infrared (EO/IR) payloads designed for integration with ground vehicles, airborne platforms, naval assets, and weapon-station turrets. The aerial line includes miniature gimbals for small UAVs and light aircraft, as well as larger inertially-stabilized, 4-axis EO/IR gimbals capable of delivering high-resolution, multi-spectral imaging, real-time video processing, auto target-tracking and geo-referencing for surveillance, reconnaissance, and targeting from low-altitude tactical aircraft, helicopters, UAVs or aerostats. On the land-vehicle and remote-weapon-station side, our platform optronics enable enriched situational awareness, target detection and engagement from armoured vehicles or stationary posts — giving crews the ability to detect, identify, track, and designate threats day or night, even in degraded visibility or complex terrain. By offering a versatile, modular, multi- sensor architecture with robust stabilization, high-definition imaging, laser ranging/designating, and sensor-fusion capabilities, our platform optronics are suited for modern combined-arms operations — from over-the-horizon surveillance and ISR to real-time targeting for remote-weapon stations, armoured vehicles, C-UAS defense, border security, and maritime patrol. These Platform subsystems are generally sold to systems integrators who integrate them into land, air, naval, missile systems or sold to manufacturers of these systems. Our end effector platforms are designed for neutralization of aerial and ground threats. These comprise of advanced RF-based directed-energy systems and high-speed, jet- powered loitering-munition platforms equipped with state-of-the-art infrared seekers. • Directed Energy Systems –These systems are designed to detect, track, and neutralize a wide spectrum of aerial and ground threats with precision, leveraging our proprietary sensing, targeting, and guidance technologies. The RF directed-energy solutions provide rapid-response suppression of hostile drones and electronic threats, while the jet-powered systems deliver long-range, high-manoeuvrability engagement capabilities against hardened ground targets and fast-moving airborne adversaries. Together, these capabilities enable armed forces to enhance situational awareness, extend defensive perimeters, and execute decisive, precision-guided effects in contested environments. This diverse set of offerings allows us to support integrated mission operations where interoperability between platforms is critical. Product Type Diversification: Depth Within Domains 243Even within each domain, our offerings are diversified by mission objective, range of engagement, sensor modality type and platform of deployment.: • Systems designed for long-range engagement (with cooled mid-wave infrared (“MWIR”) and laser rangefinders) coexist with wide-field-of-view platforms optimized for situational awareness and persistent surveillance. • Offerings vary from single-sensor imagers to multi-sensor fusion systems, with combinations of visible, non infrared (“NIR”), short-wave infrared (“SWIR”), long-wave infrared (“LWIR”), and MWIR bands. • Deployment configurations: handheld, vehicle-mounted, weapon mounted, gimbal-based, and OEM modules, allowing rapid customization and deployment. This flexibility ensures that our systems are relevant across use cases; from static surveillance to high-mobility operations, from urban combat to maritime interdiction. Technology Diversification: Modular, Scalable, Smart To address different needs for battlefield applications, our technology portfolio is diversified. The diversification includes - Multi-sensor fusion to address imaging across a broad wavelength - Low power electronics to address needs of SWaP - Onboard deep learning and AI capabilities for real-time decision making - Control systems for precision pointing and targeting - Inertial stabilization systems for persistent imaging from shaky land and air platforms - Unified sensor electronics to handle diverse sensor inputs and multiple control outputs By building multiple modular blocks of imaging, video processing and multi-sensor platforms, we have been able to achieve smart, scalable products. As per the F&S Report, our thermal weapon sight Spartan-S is a product in the defence technology industry. Benchmarked against comparable products in India, the Spartan-S is better in various features such as size, weight and power. For example, it is significantly smaller and lighter than competition, while offering better efficiency and performance. In addition to technologies mentioned above, a notable development is our development of HPM systems which has potential ability to take down large swarms of enemy drones. This is a clear and modern- day threat and every nation wants to own sovereign capabilities in this space. As per the F&S Report, a growing global trend in modern battlefield digitisation is the adoption of Android Team Awareness Kit (“ATAK”) as a de-facto standard for connected soldier systems and real-time information sharing. ATAK is a global standard for connected systems on the battlefield and information sharing. It provides better situational awareness by assimilating information from sights, handheld imagers and drone imagery. As per the F&S report, we have a portfolio of products which have ATAK compatible video/track. Sound financials with consistently healthy performance We have experienced sustained growth in various financial indicators including our revenue from operations, profit after tax, EBITDA in the three months ended June 30, 2025 and last three Fiscals. As per the F&S Report, our Company the fastest-growing defence technology player in India in terms of revenue, EBITDA and PAT growth (CAGR Fiscal 2023-2025) amongst the Listed Peers. The table below sets forth our revenue from operations, profit after tax, EBITDA for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: 244Particulars As of/For the three As of/ For the year ended March 31, CAGR (from Fiscal months ended June 2023 to Fiscal 2025) 30, (%) 2025 2025 2024 2023 Revenue from 686.77 4,690.80 4,281.89 968.28 120.10 operations (₹ million) EBITDA (₹ 149.69 1,390.67 1,123.24 102.24 268.81 million) Profit for the year 54.31 727.60 685.43 11.81 684.88 (₹ million) We strive to maintain a robust financial position with emphasis on having a strong, well-capitalised consolidated statement of assets and liabilities with moderate debt and sustainable profitability. We believe our financial position provides us with an advantage over our competitors with access to financing which is critical to our business. Our asset light business model has helped us in catering to the market demand without incurring additional capex and thus having reduced working capital requirements. Experienced and dedicated promoters and key managerial personnel with extensive domain knowledge. We are led by our Promoter, Managing Director and Chief Executive Officer, Arvind Kondangi Lakshmikumar who has over 20 years of experience in raising capital, running our product engineering teams globally and managing government and enterprise sales at our Company. Further, our Promoter, Executive Director and Chief Business and Revenue Officer, Ankit Kumar, has over 20 years of experience running our research and development programs in defence, surveillance and automotive safety globally and is a domain expert in optics, computer vision and machine learning automotive. Further, our Promoter, Executive Director and Chief Commercial Officer, Cecilia D’Souza has over 20 years of experience in finance, accounting and management of our multi-location international business and has a strong background in international accounting, mergers and acquisitions, procurement and operational logistics. Our Promoters are actively involved in the critical aspects of our business including engineering, operational systems, quality assurance, marketing and finance. Further, our Directors also have experience in technology, finance and management and technology sectors. The commitment and track record of our management team provides stability in the execution of our business plan. Our management team has experience in artificial intelligence, computational imaging, robotics and computer vision and domain experience in military programs across developed and developing markets. Members of our management have managed multi-year defence programs and are leaders in defence technology programs. The experience, depth and diversity of our Promoters, Directors, management team and our engineering team has enabled our Company to be recognised as a leading provider of defence electronics systems across the globe. Their industry experience enables us to anticipate and address market trends, manage and grow our operations, maintain and leverage customer relationships and respond to changes in customer preferences. For further information on our Promoter, Directors and management team, see “Our Promoter and Promoter Group” and “Our Management” on pages 298 and 280, respectively. OUR STRATEGIES Continued investment in R&D to achieve defence modernization through development of new products We believe that our focus on R&D has been critical to the growth of our business. and has improved our ability to address customer requirements effectively. As a result, we are continuously investing in technology, equipment and skilled employees to develop products that improve our customers’ experience. Further, we believe that our focus on strategic areas such as product design, distribution and innovation will drive sustainable growth and maintain a strong pace of design-led product development. This will also provide us the opportunity to consolidate our position with our customers and increase the share of their supply needs that we fulfil. We are also constantly exploring opportunities to collaborate with leading overseas technology companies around the world, which, among other benefits, allow us to enhance R&D. To further strengthen our innovation ecosystem, we are actively pursuing partnerships and joint ventures with global technology leaders. These collaborations are expected to accelerate the commercialization of new technologies and enhance our ability to address evolving defence electronics requirements. Our R&D strategy is to maintain a pipeline of both customer-driven and internally initiated innovation. 245This dual approach enables our Company to: • Address the operational needs of defence customers through co-development, • Build proprietary technologies that underpin scalable, cost-effective, and high-performance products, • Support the government’s indigenisation and self-reliance initiatives, • Maintain technological leadership and competitiveness in both domestic and international markets. The R&D function is thus positioned as a core driver of the company’s growth, differentiation, and ability to deliver advanced, indigenous solutions for defence and security applications. We also intend to increase our product centric R&D by exploring opportunities in designing, engineering and/or manufacturing products such as (a) short range canister launched loitering munitions; (b) jet turbine enabled long range reconnaissance platforms; (c) remote weapon stations for autonomous sentries; and (d) high altitude wind riding balloon platforms for reconnaissance and targeting. We believe that a robust and agile R&D framework, supported by continuous investment and strategic collaborations, will position us to capitalize on new opportunities in the defence electronics industry. We intend to increase the number of patents and proprietary technologies developed in-house, underscoring our commitment to R&D and enhancing our competitive advantage and long-term growth prospects. Continued diversification of product portfolio We have built a diversified product portfolio that addresses a wide spectrum of mission requirements across tactical, land, naval, aerial, and missile operations. This diversification is not incidental, it is the result of deliberate, feedback-driven innovation to meet evolving global defence needs. In modern conflict environments, where mission objectives range from surgical long-range targeting to panoramic situational awareness, we ensure that defence forces are equipped with the right imaging technology for every scenario. For further details, see “- Diversified defence product portfolio with deployability across all domains” We design modular, scalable technology platforms that interoperate across high-end defence programs and cost- sensitive deployments. Our roadmap is shaped by operational feedback from global customers, with new configurations, performance upgrades, and domain adaptations to stay ahead of tactical and strategic needs. Over last few years we have accelerated our efforts to steer towards designing autonomous integrated platform systems to cater to the current market trends. We believe that the modularity and scalability of our designs facilitate seamless integration into next-generation combat platform systems. We endeavour to enhance business resilience and towards this end have developed a wide portfolio of platform systems which we believe will find acceptance across customer types, time periods and price points. For instance, we are developing HPM systems. As per the F&S Report, the HPM systems have the potential ability to take down large swarms of enemy drones. This is a clear and modern-day threat and every nation wants to own sovereign capabilities in this space. We have built various components of intellectual property and design for a large scale HPM system that can potentially neutralize drone swarms in ranges exceeding 3 km. Our product (WaveStrike) is built on a portfolio of advanced technologies - multibeam Klystrons, high energy power supplies, long range antennae and precision stabilized positioning platforms. We are also in the process of signing a contract for a prototype system with one of our customers. As a part of this program, we have been selected to receive a grant from iDEX and will use this grant, internal accruals and bank term loan to fund the R&D project and productization of the HPM system. Further, we have received positive feedback on the technology from potential customers. While the final system is being developed, we are also negotiating contracts with customers for various subsystems that are being built by us and could be commercialized independent of the final HPM system. Pursue strategic partnerships with OEMs Our Company intends to focus on collaborative development with local government defence institutions and public sector OEMs to accelerate innovation and secure preferential access to large-scale procurement programs. It embeds our Company as a sovereign technology partner going beyond a transactional sale. Such strategic partnerships have several advantages: 2461. Pathway to sole-source procurement: A system or subsystem co-developed with a government lab or defence PSU, would allow our Company to become the default nominated supplier of that subsystem. This provides direct access to long-term acquisition programs without undergoing open tenders. 2. Early integration into platform programs: Joint development allows our Company to embed its technology at the platform architecture level, ensuring upstream integration into tanks, missiles, aircraft, UAVs, or surveillance systems. As per the F&S Report, our Company supplies completely knocked down (“CKD”) kits and electro-optic cores, allows white-labelling by local defence OEMs and ensures the final product qualifies as “domestically manufactured”. This enables, our Company to scale globally without compromising on local procurement sensitivities. While per-unit profit margins may be slightly lower from such arrangements than in direct sales, the volume and repeatability of white-labelled contracts often compensate for the deficit. It also ensures strategic alignment with governments seeking to build indigenous defence manufacturing capacity. Further, products assembled and branded locally can bypass restrictions related to defence offsets, import duties, or foreign procurement caps. In exports, we pursue partnerships with domestic OEMs in each target country to ensure we do not invest in local manufacturing plants or full-scale operations in each target country. We leverage our partners’ infrastructure and licenses, allowing us to scale globally with low capital expenditure. While we intend to supply technology (e.g., sensors, optics, AI modules) while keeping tight control over its proprietary IP in these proposed arrangements, assembly, branding, and sustainment will be handled locally without exposing sensitive core technologies. Further the burden of after-sales support, maintenance, and political lobbying is shared or delegated to local partners, which allows us to focus on R&D and supply of core modules, streamlining internal operations while expanding footprint. We intend to market ourselves as the core engine or technology provider to OEMs. As we build the trust of OEMs, we endeavour to reinforce our brand as a strategic core technology supplier even if the end product carries another label. OEM partners bring with them knowledge of the local market trends, they can tailor the products to meet country- specific operational doctrines, vehicle interfaces, or certification standards. This adaptability strengthens our position in competitive tenders against rigid foreign imports. We are pursuing international collaborations to strengthen our market position and are in active discussions with regional partners to form strategic alliances. These partnerships will leverage local manufacturing capabilities and infrastructure to accelerate market entry and enhance customer service. By working with global manufacturers, we aim to fortify our supply chain, broaden our product portfolio, and capture new market opportunities: sustaining high quality and driving growth. Increasing our customer base through expansion into new geographies We intend to expand our footprint in new geographies by catering to new customers. We anticipate that our product offerings, the quality thereof and leadership in key product segments will help us in increasing our customer base. We intend to continue to expand our international operations to enhance our global presence in the defence sector. We seek to identify markets where we believe we can provide cost and operational advantages for our customers and distinguish ourselves from other competitors. Through our experience and proven track record, we believe we are strongly positioned to provide products and solutions to international customers. We will continue to focus on our existing markets and intend to provide our products and solutions to other countries and markets. Our endeavour to increase our geographical footprint is buttressed by our Promoters’ direct engagement in marketing our credentials to international customers. We have added two people to our sales and marketing function – to cover South America, South East Asia, Africa, Middle East and Europe. Further, we have recently received an order from Africa for telescopic weapon sights designed for assault rifles and light / medium machine guns. We are also actively engaged with European system integrators to pursue new opportunities related to NATO procurement. We believe that our engagement with suppliers, OEMs and partners will enable us to interact with a diverse range of foreign customers. We also intend to enter into partnership agreements with experienced agents to explore business opportunities in new international markets. For further details on our strategy to pursue strategic partnerships with OEMs and joint ventures to increase our geographic reach, see “- Pursue strategic partnerships with OEMs and joint ventures” on page 246. 247OUR PRODUCTS We believe the most critical part of enabling autonomy is the “eye” and the “brain”. Seeing the environment clearly in all weather conditions, interpreting the dynamics of various objects in the environment in real-time and efficiently communicating the result of interpretation to drive closed loop control is the key to autonomy as per us. Thus, ‘seeing’, ‘understanding’, ‘communication’ and ‘control’ are the pillars of support for any completely autonomous system. As per the F&S report, the integrated systems in modern day battlefield are changing: - Missiles are being replaced by loitering munitions; - Fighter aircrafts are making way for unmanned combat drones and need for counter-drone systems are becoming prevalent; - Tanks and heavy infantry vehicles are being replaced by more nimble unmanned ground vehicles with autonomous weaponry; All of our products constitute some or all components of the intelligence stack to enable autonomy on the battlefield. Our products are classified into the following categories: 1) Tactical systems - These systems are focused on the functions of imaging, surveillance, reconnaissance and targeting. They are also used for detection, tracking, classification and neutralisation. They are typically used by dismounted soldiers, paramilitary, special operations and infantry for observation and target localization. Some examples of tactical systems include hand-held multi-sensor imaging systems (Bloodhound, Gazehound), driver vision systems (Minion), 360 degree situational awareness systems (WolfPack), thermal weapon sights (Spartan, Arjun), hand-held targeting systems (GeoUC). 2) Platform systems - We make two kinds of platform systems – (a) subsystems that can provide observation and fire control capabilities to a range of aerial, ground and weapon platforms and (b) end platforms that actually perform the task of threat neutralization. (a) Platform subsystems - The platform subsystems consist of hardware and software that can perform long range observation, enhanced targeting and guidance for weapons to neutralize threats. The subsystems are typically integrated on ground vehicles (tanks, reconnaissance vehicles), aerial vehicles (reconnaissance, fighter aircraft and combat UAV), weapon stations (air defence guns, remote controlled weapon systems), anti-tank guided missiles (hand or vehicle fired). Examples of products that fall under this category are Avenger S50, Hummingbird family of gimbals, AGS30/ELPEOS fire control systems, TRAP missile seekers. These platform subsystems are supplied to systems integrators or manufacturers of end platforms like tanks, UAVs and missiles. (b) End platform systems - We are now investing in the development of certain kinds of end platforms. One of these platforms is a loitering munition that can leverage our aerial targeting and seeker subsystem technologies. These end platforms are being designed to replace current aerial systems and as a defence against both ground and aerial threats. 3) Directed energy systems - To counter the threat of drone swarms, we have designed a portfolio of technology components that are being assembled into a high power microwave (“HPM”) platform with the brand name - WaveStrike. The core of the weapon system includes the modulator, klystron, pulse compressor, and antenna system, all mounted on a motorized pan-tilt platform for precise directional control. The pan-tilt mechanism enables the antenna to slew accurately toward threats being tracked by the electro-optics subsystem, ensuring seamless target engagement. The entire system is designed to be deployed on stationary or mobile, ground and naval platforms, providing operational versatility. The HPM modules work together to generate, amplify, and direct high-power microwave energy with precision, ensuring effective neutralization of autonomous threats. The HPM system works in conjunction with our long-range detection and tracking system - TRex. TRex includes electro-optical (“EO”) and infrared (“IR”) sensors for handoff of threats from the radar and precise tracking of targets, ensuring high accuracy in dynamic environments. It supports day and night operations, maintaining continuous targeting feedback. 248Set forth is a description of some of our key products which we design and develop under each of the categories: S.no. Name Description Core functionality Application Tactical Systems 1. Bloodhound and Compact, lightweight thermal binoculars built on a Observation Its primary applications include military and Bloodhound R high‑resolution shutterless TUVE core. The security applications, including infantry, 640×480, 12 μm uncooled sensor delivers special forces, forward observers, border and long‑range imagery; tactile controls work with coastal surveillance, police and law gloves. External input/output supports real‑time enforcement units. Bloodhound is optimized wireless video streaming and remote control. for forward observation, intelligence, surveillance, and reconnaissance, shipboard observation, and land border surveillance. 2. Gazehound Cooled, high-resolution LWIR portable imager for Observation Its primary applications include military and demanding land and border surveillance. Operates security applications, including infantry, handheld, tripod-mounted with biocular eyepiece, or special forces, forward observers, border and on pan/tilt for remote surveillance. Remote control coastal surveillance, police and law over ethernet (wired/wireless) with pan/tilt, display enforcement units. Gazehound is optimized console, optional wireless links; advanced C2 with for forward observation, intelligence, geographic information system (“GIS”) for superior surveillance, and reconnaissance, shipboard situational awareness. observation, and land border surveillance. 3. Wolfpack Real-time, multi-aperture, multispectral 360° Observation The primary application is closed hatch panoramic imaging for enhanced situational observation. It commanders and gunners to get awareness and self-defence on land and marine a 360 degree perspective and complete platforms. Fuses visible, NIR, and LWIR sensors; situational awareness of the area surrounding enables robust detection/tracking in all weather and the vehicle without having to put their head lighting; supports multiple consoles and shares out of the hatch. Wolfpack seamlessly tracks with radars and other EO systems. integrates with existing C2 / Combat Management System. 249S.no. Name Description Core functionality Application 4. Spartan Compact, modular, low-power, uncooled thermal Targeting The key application is to provide dismounted sight for weapon-mounted, handheld, or soldiers and special-operations teams with helmet-mounted use. 12 μm TUVE core and compact night-vision and target-acquisition high-resolution display at ~50 Hz reduce blur and capability. It’s low weight and small footprint fatigue; diamond like carbon (“DLC”) coated minimize wearer fatigue and preserve germanium optics and parallax-free viewfinder; mobility while delivering rapid detection, long runtime on a single battery. recognition and aiming cues in low-visibility conditions. Spartan enhances individual lethality and situational awareness during close-range engagements, room clearing, and covert reconnaissance, and it can be seamlessly integrated with standard helmets, optics and weapon rails to allow quick role changes between hands-free observation and precision aiming 5. ARJUN Rugged, compact LWIR thermal weapon sight for Targeting Its primary applications include use by rifles, machine guns, and sniper systems. infantry and special forces in night operations, High-resolution display, multiple reticles, counter-insurgency, and low-visibility combat scene-based enhancement, video output, digital scenarios. Its ability to see through smoke, zoom, and optional ballistic rangefinding in a dust, and camouflage makes it ideal for urban low-SWaP, MIL-STD-810G form factor. warfare, border security, and reconnaissance missions. It enhances precision engagement at extended ranges and supports real-time situational awareness through integration with remote display and fire control systems. 6. Geo UC All-weather target acquisition system combining Targeting The main application of this system is that it day camera, uncooled thermal imager, LRF, GPS, enables a forward observer to rapidly detect, and compass in a compact unit. Operates handheld, geolocate and transmit precise target remotely, or vehicle-mounted; remote package coordinates to artillery and fire-support units. provides pan/tilt, console, and optional wireless Designed for frontline use, it streamlines the links; C2 with GIS for faster, better-informed observe-decide-engage cycle by providing operations. accurate position data, mapping reference, and secure communication links to fire-control systems, reducing time-to-fire and improving first-round hit probability. Its portable form factor and intuitive interface make it suitable for dismounted teams operating in complex terrain, enabling coordinated indirect-fire missions, battle damage assessment, and 250S.no. Name Description Core functionality Application dynamic target updates while minimizing exposure time for observers. Platform Systems 7. ELPEOS High-performance EO targeting system for Remote Its primary applications include target Weapon Station (“RWS”) integration. Cooled acquisition, identification, engagement, and MWIR, HD day camera, and LRF on a post-shot assessment. It is particularly suited gyro-stabilized platform with continuous zoom, for asymmetric warfare environments where auto-tracking, and ballistic computation for high hit precision and responsiveness are critical. probability in dynamic conditions; real-time imagery and targeting data; MIL-grade ruggedness. Targeting 8. AGS30 Infinity Night-vision fire-control thermal sight for AGS-30 Targeting The main application is to significantly and related weapons, built around a 640×480, 12 μm enhance target acquisition, tracking and uncooled core. Compact, rugged, integrated sensors engagement in low-visibility conditions. By and algorithms deliver superior performance and a delivering clear thermal imagery through cost-effective alternative to legacy image-intensifier smoke, darkness and foliage, these sights sights. enable crews to detect and discriminate targets—dismounted personnel, light vehicles, or concealments—at tactically useful ranges and to engage more quickly and accurately. When paired with ballistic aiming aids and range inputs, thermal sights reduce time-to- effect and ammunition expenditure by improving first-shot hit probability and limiting collateral damage. Their rugged, compact designs also support vehicle- mounted and static emplacements in urban, jungle, and night-ops environments, increasing crew survivability by allowing engagements from covered positions and during limited-visibility windows. 9. Avenger Avenger-S airborne imaging/targeting gimbals with Guidance and control Its primary applications include catering to matched field of view (“FOVs”), GPU-based high aerial reconnaissance, low visibility definition (“HD”) video processing, and intuitive navigation and targeting for a wide variety of overlays. AVG-S8 (8 kg, up to four EO sensors) for flying vehicles. Avenger-S series is for fixed- small/low-altitude aircraft and aerostats; AVG-S25 wing aircrafts, helicopters, UAVs, aerostats (25 kg, up to six sensors incl. HD day) for for border and coastal surveillance, forward medium-altitude ISR/SAR; AVG-S50 (50 kg, up to operating bases, airfields etc. 251S.no. Name Description Core functionality Application seven sensors incl. HD thermal, SWIR, laser designator/illuminator/pointers) for high-altitude and maritime/persistent missions. 10. TRAP Dual/tri-band EO/IR stabilized seeker for next-gen Guidance and control Its primary applications include enabling fire-and-forget weapons. Combines autonomous terminal guidance in man- cooled/uncooled TI and day imager on a two-axis portable and vehicle-launched anti-tank gimbal; advanced tracking maintains lock on missile systems, use in tactical missiles, glide moving/stationary targets; supports fire-and-forget bombs, and loitering munitions requiring or control loop unit (“CLU”) assisted control; thermal image-based end-phase targeting. It accepts target images from CLU/gunner’s can be retrofitted onto legacy systems or sight/preload. integrated into next-generation smart munitions. Directed Energy Systems 11. TRex High-performance multi-sensor EO system for Integrated end platform – counter drone and Its primary applications include counter-UAS long-range detection, tracking, and geolocation of directed energy systems operations, where early detection, long-range aerial/ground threats. Cooled MWIR, full-HD day classification, and precise tracking of drones camera, LRF, GPS, compass on a rugged stabilized are critical. It is deployed on forward pan/tilt with auto-tracking, video stabilization, and observation posts, border security platforms, embedded analytics for 24/7, all-weather fixed or armoured vehicles, and static surveillance mobile deployment. towers to monitor and respond to low, slow, and small drone threats. It supports threat identification, target cueing, and sensor-to- shooter workflows, enabling integration with radar systems, RF detectors, and kinetic or directed-energy countermeasures. Its geo- referencing capabilities allow operators to relay precise target coordinates for neutralization, making Trex a vital component in layered defence against evolving aerial threats. 252S.no. Name Description Core functionality Application 12. WaveStrike Third-generation high-power microwave Integrated end platform – counter drone and Its primary applications include counter-drone directed-energy weapon using Multi-Beam Klystron directed energy systems and swarm defence electronic warfare technology to disable drone swarms and enemy suppression, and protection of critical electronics. Higher efficiency and scalability reduce infrastructure. It can be deployed to defend size/power for land, naval, and airborne airbases, command centers, and key assets deployment; integrates search/track radars and EO from UAV and electronic attacks. In naval for precise engagements, including simultaneous defence, WaveStrike protects warships from multi-UAV defeat in all conditions. drone and electronic threats at sea. For mobile operations, it ensures real-time battlefield defence for moving military units and secures borders and airspace by eliminating unauthorized UAV incursions. 253RESEARCH AND DEVELOPMENT Our R&D activities are integral to our strategy of delivering advanced, indigenised solutions for defence and security applications. We pursue R&D through two principal streams: (i) customer-driven external development programmes, and (ii) internal product development and technology improvement. 1. External Development Programs These programs are undertaken in response to specific operational needs articulated by customers, typically government or defence agencies. Our Company collaborates with customers to design and develop technologies for new products or product families but only pursues such projects where there is significant overlap with its own product roadmap. This approach ensures that customer-funded R&D also contributes to our Company’s long-term technological capabilities. Key Case Studies: A centre for airborne systems for an Indian defence R&D organisation – High performance EO/IR gimbal: Our Company was selected through a global tender to design and develop a precision stabilised, multi-sensor gimbal for integration into a surveillance aircraft, to be manufactured in India. The project involved full product design, qualification, and potential integration, demonstrating our Company’s ability to compete with global leaders in advanced optronics. Uncooled missile seeker: In response to the requirement for indigenous anti-tank guided missile seekers, our Company developed a multi-spectral infrared seeker and command launcher unit with advanced computer vision capabilities. This system was offered to a state-run missile manufacturer for integration, supporting the government’s indigenisation drive. Optical communication system for free space communication: Our Company is developing an FSO communication system suitable for terrestrial and naval applications, addressing the limitations of current FSO technologies in challenging environments. 2. Internal Product R&D and Improvement This stream is focused on in-house R&D, independent of customer involvement, with two main objectives: (a) developing new technologies to reduce material costs, and (b) enabling large-scale deployment of complete end platform systems. Our Company’s internal R&D targets fundamental improvements in sensor performance, information extraction, communication, and system integration. 254Key Focus Areas and Innovations: A. Better Data: • Innovations in sensor architecture for infrared imaging, including micro scanned and micro-optics, polymer optics, and scene-based non-uniformity correction. • Reduction in size, weight, and cost of thermal optics, and elimination of traditional mechanical components. • Real-time pixel-level fusion of visible and LWIR images on low-power hardware. B. Better Information: • Development of metric scene information technologies, such as low-power laser ranging, thermal stereo imagers, 3D thermal imaging, panoramic image intensifiers, and advanced object tracking/classification algorithms. C. Better Communication: • Core innovations in lightweight, high-precision inertial stabilisation, fast steering mirror-based beam steering, and multi-band optical systems for robust, long-range communication. D. Better End Platform Systems: • Integration of R&D outputs into advanced end products, such as lightweight tactical sights, multi-sensor handheld observation systems, wideband driver vision systems, high-resolution stabilisation systems, and multiband seekers. • Development of high-altitude payload stabilisation and pointing systems for demanding defence applications. Selected Internal R&D Projects: Sensor Fusion for visible and LWIR imaging: • Designed and built a sensor package combining visible and thermal imaging, with advanced optical alignment and pixel-level fusion algorithms, enhancing situational awareness in all conditions. Wide Field of View Imaging Systems: • Developed multi-sensor panoramic imagers with real-time computer vision fusion, enabling both wide perspective and long-range imaging. OUR CUSTOMERS AND ORDER BOOK We supply our products to a diverse customer base. We have developed a portfolio of products that cater to the safety and surveillance equipment requirements of the armed forces, police, paramilitary and other security forces, thereby seeking to serve national interests. Our customers include India, Israel, Armenia, Spain, and the Philippines, NATO forces and US Special Operations Command, law enforcement and homeland security agencies and other global defence OEMs. Further, we have a diversified customer base with customers across countries such as India, Armenia, Spain, Morocco, Philippines, Israel and USA. As of September 30, 2025, we had an order book of ₹ 2,665.70 million. The table below sets forth the breakdown of our order book from our domestic and overseas customers as of September 30, 2025: Particulars Number of orders* Value (₹ million) Domestic customers 29 2,133.10 Overseas customers 7 532.60 Total 36 2,665.70 * Comprises only firm orders, which represent orders that have been contractually confirmed by customers, formally accepted by the Company, and are supported by binding documentation such as executed contracts or purchase orders. 255From October 1, 2025 to November 30, 2025, we have received orders aggregating to ₹ 716.80 million. BIDDING AND SALES We participate in competitive bidding processes, wherein we compete for contracts based on, among other things, pricing, product trials, reputation for quality, financing capabilities and track record. Once the request for proposal document is published by the prospective clients, we prepare a proposal in accordance with the requirements of the project, outlining the proposed cost and timelines. Our bid is further evaluated basis a predetermined evaluation criteria involving technical as well as financial aspects and the past performance of our Company, basis which the bidders are awarded the contract. The flowchart below sets out the process flow: CONTRACT MANUFACTURING Our Company focuses on design, creation and ownership of technology, intellectual property, product engineering and the customer. The manufacturing process leverages contract electronic manufacturing services and is completely outsourced. This allows us to utilize the economies of scale that come with EMS/CMS services and build a wide portfolio of products in less time. Having an elastic manufacturing process, our production capacity We manufacture pilot engineering units of our products at our R&D centre and outsource the large scale manufacturing of these products to EMS partners under non-exclusive manufacturing agreement. Currently, we work with Kaynes and Avalon, who are certified electronic manufacturing service providers possessing the expertise to manufacture our proprietary designs. The EMS partners manufacture products as per our specifications, using raw materials supplied by us or purchased by them with our approval. Under the manufacturing agreement, we can issue specific purchase orders detailing specifications, quantities, timelines, and costs to the EMS partners. The EMS partners are required to ensure all products meet specified quality standards and provide 12-24 months warranty against defects. We evaluate our EMS partners based on factors such as (a) technical and manufacturing capability, (b) lead-time needed in satisfying our orders and delivery schedules, (c) price, (d) quality and ability to comply with our standards, and (e) results of our on-site inspections. We review and monitor our arrangements with our EMS partners at regular intervals, taking into account factors such as product quality, performance, defects, services and responsiveness as well as price competitiveness and other key commercial terms. Our agreements with EMS partners are structured to ensure strict adherence to our quality standards, protection of our IP, and flexibility to scale production as required. The table below sets out the number of units sold by each of the EMS partner as a percentage of total units sold in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 June 30, 2025 Number Percentage Number Percentage Number Percentage Number Percentage of units of total of units of total of units of total of units of total sold number of sold number of sold number of sold number of units sold units sold units sold units sold (%) Kaynes 922 73.41 4,669 52.52 3,586 41.01% 1,100 57.29 256Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 June 30, 2025 Number Percentage Number Percentage Number Percentage Number Percentage of units of total of units of total of units of total of units of total sold number of sold number of sold number of sold number of units sold units sold units sold units sold (%) Avalon 175 13.93 2,946 33.14 - N.A. - N.A. UAB Tonbo - N.A. - N.A. - N.A. 49 2.55 Imaging Partner 4* - N.A. - N.A. 2,153 24.62% 121 6.30 *Due to confidentiality requirements applicable to such contracts, the name of such partner has not been disclosed. ❖ Inhouse assembly and testing While we leverage contract electronic manufacturing services (EMS) for large-scale production, all prototype development, system integration, and qualification testing are conducted in-house. We maintain facilities for optical and electronic subsystem assembly, including cleanroom environments that support precision alignment, sensor packaging, and electronics integration. This setup allows the engineering team to rapidly iterate on designs, validate new concepts, and maintain full control over the core technologies during early product development stages. Our in-house infrastructure supports end-to-end performance validation of electro-optic and stabilization systems. The facilities include collimators and laser range test equipment for optical calibration and long-range targeting verification, as well as gun shock and vibration testing setups that replicate real-world battlefield stresses. Additionally, multi-axis rate tables are used to measure and characterize stabilization performance and line-of- sight accuracy. Together, these capabilities ensure that every prototype meets defense standards before transitioning to scalable EMS-based manufacturing. Assembly View Finder Assembly System Assembly Lens Assembly 257Clean Room Collimator Mechanical Painting PCB Stack Purging and Sealing Sensor Assembly Shock Testing RAW MATERIALS AND PROCUREMENT The principal raw materials that we use in our operations include detectors, lenses, and OLEDs. Our agreements with other suppliers are based on purchase orders and we do not have any purchase agreements or firm commitments executed with them. The table below sets out the cost incurred in procurement of raw materials from domestic and international suppliers as a percentage of our total expenses in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: 258Particul For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ars ended June 30, 2025 Amount As a Amount As a Amount As a Amount As a (₹ million) percentage (₹ million) percentage (₹ million) percentage (₹ million) percentage of of of of total purcha total purcha total purcha total purcha ses ses ses ses (%) (%) (%) (%) Cost of 105.81 35.86 917.74 44.97 1,574.89 53.93 431.68 51.32 raw material procured from domestic suppliers Cost of 189.28 64.14 1,122.94 55.03 1,345.41 46.07 409.52 48.68 raw material procured from internati onal suppliers INFORMATION TECHNOLOGY Investment in information technology (“IT”) infrastructure is essential to improve our operational efficiencies, improve scale and enhance productivity. The table below sets forth our investment in information and technology as a percentage of total expenses in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three Fiscal 2025 Fiscal 2024 Fiscal 2025 months ended June 30, 2025 IT expenses (₹ in 2.20 8.70 3.54 0.04 million) As a percentage of our total 0.35 0.23 0.11 0.00 expenses (%) Further, in order to maintain data security and comply with data protection laws, we have strengthened our cyber security environment by building layered cyber defences, implementing internal controls, critical transactions logging and monitoring mechanisms. We have implemented an IT policy to maintain a robust framework that safeguards the confidentiality, integrity and availability of our Company’s information assets, technology infrastructure, and defense-related manufacturing processes. The IT policy aims to protect sensitive data including employee data, intellectual property, and operational systems from unauthorized access, disclosure, alteration, and destruction. By implementing comprehensive security controls and ensuring compliance with applicable government regulations and industrial standards. The IT policy aims to ensure the security, wellbeing, and sustainable growth of both the company and its workforce. We revise our IT policy and upgrade our technology infrastructure and applications to keep pace with the changing and dynamic environment. We will continue to focus on increasing operational efficiency through technology initiatives. Our operations also comply with the international standards on information security management system (ISO/IEC 27001:2022). Also, see “Risk Factors – Technology failures could disrupt our operations and adversely affect our business operations and financial performance.” on page 59. QUALITY CONTROL, TESTING AND CERTIFICATIONS We focus on process and product quality in our manufacturing operations. We adhere to strict quality control processes and standards, ensuring every product meets appropriate quality and safety standards. We have been granted the ISO 9001:2015 certification for quality management systems. As of June 30, 2025, we had a team of 36 quality control personnel responsible for ensuring quality standards. We have put in place internal quality assurance and quality control systems to ensure that our products will be able to satisfy our customers’ quality standards. Our internal quality test is conducted on the prototype designed by us in our centre prior to dispatch to our contract manufacturing facilities for mass production. Certain of our customers 259also conduct a pre-dispatch inspection of the finished products through third parties at the manufacturing facilities. Further, the products may also be subjected to a third level of quality check in certain instances where the finished product delivered by us is validated by our customers upon delivery. As a part of acceptance process, our products may undergo testing. For details with respect to risks associated with failures in quality standards, see “Risk Factors - We are measured against high quality standards and stringent performance requirements by our customers. Any failure by us to comply with these standards or performance requirements may lead to the cancellation of existing and future orders, recalls, liquidated damages, invocation of performance bank guarantees or warranty and indemnity or liability claims, which could adversely affect our reputation, business, results from operations, financial conditions and cash flows” on page 40. Our operations comply with international standards for quality management system (ISO 9001:2015), environmental management system (ISO 14001:2015), information security management system (ISO/IEC 27001:2022) and security and resilience-security management systems requirements (ISO 28000:2022) for design, development, manufacture and servicing of electro optical systems and imaging cores in the areas of infrared imaging for use in defence, commercial, security and industrial applications. HUMAN RESOURCES As of June 30, 2025, we had 293 permanent employees. The table below sets forth details of our permanent employees, as of June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, respectively: S. Particulars Number of Employees as of No. June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 1. Management 11 10 10 1 2. Sales and Marketing 16 16 10 5 3. Finance and Accounts 18 19 12 7 4. HR and Administration 9 6 3 1 5. Product Design and 93 70 41 19 Development 6. Production 133 125 82 27 7. Project Management 13 12 9 3 Total 293 258 167 63 Our employees are not unionised into any labour or workers’ unions and have not experienced any major work stoppages due to labour disputes or cessation of work during the three months ended June 30, 2025 and the last three Fiscals. The table below sets forth the employee benefits expenses incurred in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars As of/for the three As of/ for the year As of/ for the year As of/ for the year months ended ended March 31, ended March 31, ended March 31, June 30, 2025 2025 2024 2023 Employee benefit expenses (in 119.60 444.35 130.55 52.19 ₹ million) Employee benefit expenses as 18.99 11.87 3.87 5.46 percentage of total expenses (%) The following table sets forth the attrition rate in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars As of/for the three As of/ for the year As of/ for the year As of/ for the year months ended ended March 31, ended March 31, ended March 31, June 30, 2025 2025 2024 2023 Number of permanent 293 258 167 63 Employees Number of Employees Exited 9 20 7 5 Attrition Rate* (%) 3.27 9.41 6.09 10.31 Key Managerial Personnel Nil Nil Nil Nil attrition rate Senior Management attrition Nil Nil Nil Nil rate 260*Attrition rate is calculated as number of exits divided by average number of employees in the relevant year. Also, see “Risk Factors – We depend on our Promoters, Key Managerial Personnel, and other senior management and skilled and qualified personnel with technical expertise, and if we are unable to recruit and retain them, our business and our ability to operate or grow our business may be adversely affected.” on page 48. AWARDS AND ACCREDITATIONS For details of the awards and accreditations received by our Company, see “History and Certain Corporate Matters – Key awards, accreditations, certifications and recognitions received by our Company” on page 273. INTELLECTUAL PROPERTY RIGHTS As of the date of this Draft Red Herring Prospectus, our Company has been granted five patent registrations by the United States Patents Office and has made four patent applications each dated May 31, 2025 before the Indian Patent Office. The five patents in United States of America were transferred to us by way of assignment agreements with CEAQ Singapore. Further, as of the date of this Draft Red Herring Prospectus, we have one trademark under class 9 which was transferred to us from CEAQ Singapore by way of an assignment agreement dated July 26, 2024. An application dated August 2, 2024 for transfer of this trademark from CEAQ Singapore to our Company was submitted to the Registrar of Trademarks under the Trademarks Act, 1999 and one application for registration of a new trademark under Class 9, which are currently pending approval. Additionally, we have a domain name registered in our Company’s name. For further details, see “History and Certain Corporate Matters – Other material agreements” and “Government and Other Approvals – Intellectual Property” on pages 276 and 428. Also, see, “Risk Factors - Any failure to protect or enforce our rights to own or use trademarks and brand name and identity could have an adverse effect on our business, goodwill and competitive position.” on page 42. Furthermore, pursuant to five assignment agreements, each dated March 11, 2024, CEAQ Singapore has assigned to our Company for an aggregate consideration as set out below: Intangible asset Aggregate consideration (in ₹ million) Design of polymer material for infrared optics 788.50 Design of infractive and etched optical lenses Computational imaging techniques for infrared imaging Design of shutterless infrared imaging Design of super resolution based micro-scanning for higher resolution imaging Design of low power electronics for mid wave and long wave infrared Design of laser ranging transceivers 248.22 Design of algorithms for 3D scene analysis Design of single imager stereo for depth from single images Design of machine learning and classification algorithms from low resolution data 239.95 Design of software architecture to ingest data from heterogenous sensors Design of control systems for inertial stabilization 273.04 Design of optical alignment system for sensor fusion 282.20 Design of sensor fusion techniques to fuse visible and infrared imagery Design of multi-aperture wide field of view imagers Design of mirror based fine stabilisation Design of zero blur rotating imager Design of multi-sensor panoramic imaging for 360 degree imaging Design of sensor fusion techniques to combine inertial and video data Design of holographic display system For further details, see “History and Certain Corporate Matters – Other material agreements - Assignment agreements each dated March 11, 2024 entered into between CEAQ Singapore and our Company” on page 276. PROPERTIES All of our premises have been held on a leasehold basis. The table below sets forth details of material premises of our Company: 261S No. Description Location Date of expiry of the lease/leave and license deed 1. Registered Office# No.3 Chikkayellappa Tower-II, 1st C August 31, 2030 Main, Chikkayellappa Industrial Layout, Jakkasandra Extension, Sarjapura Main Road, Bengaluru - 560 034, Karnataka 2. Corporate Office* No.235, 18th Main, 6th Block, September 30, 2026 Koramangala, Bengaluru, Bengaluru Urban 560 095, Karnataka 3. Engineering Ground Floor and cafeteria space, November 2, 2028 No.9, 1st C Main, Koramangala 1st Block, Sarjapura Main Road, Bengaluru 560 034 Karnataka 4. Stores No 6 (old no 97/1-A), 1st C-Main, February 14, 2029 Sarjapura Main Road, Jakkasandra Extension, Bengaluru 560 034, Karnataka 5. Engineering and No 1, 1st Main Road, 1st Block, October 31, 2029 Operations Koramangala, Bengaluru 560 034, Karnataka 6. Tech Support Third Floor, No.306B, ABW Tower, April 30, 2029 MG Road, Gurugram 122 002, Haryana 7. Car parking 1st C Main Jakkasandra Village, February 18, 2028 Begur Hobli, Bengaluru, South Taluk, 560034, Karnataka 8. Car parking Site no. 8, 1st C Main Road, August 31, 2030 Chikkayellappa Industrial Layout, Jakkasandra Extension, Bengaluru - 560034, Karnataka *Except our Corporate Office, which has been leased by our Company from our Promoter, Managing Director and Chief Executive Officer, Arvind Kondangi Lakshmikumar, a related party of our Company, none of our properties have been leased from related parties of our Company. For further details, see “Our Promoters and Promoter Group – Interest of Promoters - Interest in land and property” and “Our Management – Interest of Directors – Interest in land and property” on pages 299 and 286 respectively. # Also our research centre... Also, see, “Risk Factors – Our Registered Office (which is also our research centre) and Corporate Office are not located on land owned by us and we have only leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, financial condition and results of operations may be adversely affected” on page 57. COMPETITION We face competition from domestic as well as overseas companies which either operate in the same line of business as us or in a closely related domain. As per the F&S Report, to assess our positioning within both the Indian and global defence electro‑optics (Electro-Optical/Infrared) landscape, it is essential to benchmark against companies that operate in closely related domains and demonstrate comparable technological relevance. Epirus (US), Teledyne FLIR (US), Hensoldt (Germany), Theon International, and Controp (Israel), represent established players in Electro-Optical/Infrared, thermal imaging, and advanced defence electronics in the global market. They provide a meaningful reference for evaluating technology integration, global market penetration, and intellectual property ownership. Similarly, in the Indian defence companies, Astra Microwave, Zen Technologies, Data Patterns, Paras Defence, and Bharat Electronics, are leading domestic peers in defence electronics, radar, simulation, and subsystem integration. Together, these companies represent the relevant ecosystem within which our Company operates and highlight the gaps it fills by offering proprietary, end‑to‑end Electro-Optical/Infrared subsystems. For more information, see “Industry Overview” on page 147. To remain competitive in our markets, we must continuously strive to reduce our costs of production, through automation and innovation and improve our operating efficiencies. Some of our competitors have greater financial and other resources and better access to capital than we do, which may enable them to compete more effectively, or better geographical reach which gives them the ability to quote competitively as the transportation costs are limited. However, depending on various factors and the extent of our presence in the relevant geographical region, we are able to leverage our experience and familiarity with the industry to provide cost effective products than our competitors or offer a better value proposition. 262For risks with respect to the competition faced by the Company, see “Risk Factors – Failure to compete effectively against our competitors and new entrants to the industry may adversely affect our business, financial condition and results of operations” on page 49. INSURANCE Our operations are subject to risks inherent in the designing and development of defence electronic equipments, such as work accidents, explosions including hazards that may cause severe damage, including the physical destruction of property, breakdown of machinery and other force majeure events. We maintain insurance cover for standard fire and special perils, fire floater policy and also obtain marine insurance policies for transit of goods, like the marine cargo (open policy and sales turnover policy), package insurance and standalone terrorism policy and insurance policies covering directors’ and officers’ liability. We have also obtained a group mediclaim, group term life policy and group personal accident policy. We also maintain a keyman insurance policy for certain of our ‘key men’ essential to our business. These insurance policies are generally valid for a year and are renewed annually. In our experience, the amount of insurance currently maintained by us represents an appropriate level of coverage required to insure our business and operations. For further information on risks related to our insurance policies, see “Risk Factors – Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance coverage which may impact on our financial condition, cash flows and results in operations.” on page 62. HEALTH, SAFETY AND ENVIRONMENT We adhere to the environment, health and safety regulations and standards set forth by Indian regulatory authorities. Our activities are subject to the environmental laws and regulations of India and other jurisdictions, which govern, among other aspects, air emissions, waste water discharge, the handling, storage and disposal of hazardous substances and waste, the remediation of contaminated sites, natural resource damage, and employee health and employee safety. We are committed to providing a safe and healthy working environment to our employees. We have received ISO 9001:2015 (quality management system) and ISO 14001:2015 (environmental management system) certifications for our operations. CORPORATE SOCIAL RESPONSIBILITY We have constituted a Corporate and Social Responsibility Committee of our Board and have adopted and implemented a CSR policy in Fiscal 2024, pursuant to which we carry out our CSR activities. Our CSR initiatives are aligned with the requirements under the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014. We strive to meet our commitment towards the community by committing our resources and energies to social development. Our CSR initiatives are focused on development/improvement of the environment, healthcare, sanitation, traffic safety, education and youth and women empowerment. We have undertaken projects for promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled; livelihood enhancement; gender equality; empowering women; setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens; implementing measures for reducing inequalities faced by socially and economically backward groups in Karnataka, Telangana, Tamil Nadu, New Delhi. The table below sets forth the expenses incurred from the corporate social responsibility related activities undertaken by our Company in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars As of/for the three As of/ for the year As of/ for the year As of/ for the year months ended ended March 31, ended March 31, ended March 31, June 30, 2025 2025 2024 2023 Corporate social responsibility 4.36 13.00 6.53 0.60 expenses (in ₹ million) Corporate social responsibility 0.69 0.35 0.19 0.06 expenses as percentage of total expenses (%) 263KEY REGULATIONS AND POLICIES IN INDIA The following is a brief overview of certain sector specific laws and regulations in India which are applicable to the business and operations of our Company. The information in this section has been obtained from legislations, including rules, regulations, guidelines and circulars promulgated and issued by regulatory bodies that are available in the public domain. The statements below are based on the current provisions of Indian law, which are subject to change or modification by subsequent legislative actions, regulatory, administrative or judicial decisions. Judicial and administrative interpretations are subject to modification or clarification by subsequent legislative, judicial or administrative decisions. The description of laws and regulations set out below may not be exhaustive and are only intended to provide general information to the investors and are neither designed nor intended to be a substitute for professional legal advice. Laws in relation to our business Defence Acquisition Procedure 2020, as amended (“DAP”) The Ministry of Defence ("MoD") has announced the Defence Acquisition Procedure 2020 ("DAP"), which came into effect from 1 October 2020, superseding the Defence Procurement Procedure, 2016. The DAP remains in force until amended or replaced by the MoD. The DAP focuses on indigenous production and aims to transform India into a global manufacturing hub for weapons and military platforms. It is aligned with the Government's Aatmanirbhar Bharat (self-reliant India) initiative and seeks to empower the Indian domestic defence industry through 'Make in India' projects. The Department of Military Affairs ("DMA"), MoD, has prepared a list of items subject to an import embargo (Import Embargo List), as initially set out in the press release dated 9 August 2020. This list, which is periodically updated, now covers more than 101 items, including high-technology weapon systems such as artillery guns, assault rifles, sonar systems, transport aircraft, light combat helicopters (LCHs), radars, and other items to fulfil the needs of the defence services. The DAP also encourages foreign companies to establish manufacturing in India. The DAP contains detailed guidelines relating to: (i) acquisition categories, planning, and indigenous content; (ii) acquisition procedures for 'Buy' and 'Buy and Make' schemes; (iii) procurement under 'Make' and 'Innovation' categories; (iv) acquisition of systems designed and developed by DRDO/DPSUs/OFB; (v) fast track procedure; (vi) standardisation of contract documents; (vii) revitalising the defence industrial ecosystem through strategic partnerships; (viii) acquisition of system products and information and communication technology systems; (ix) leasing; (x) other capital procurement procedures; (xi) post-contract management; and (xii) procedure for defence shipbuilding. It also contains guiding principles on the intellectual property rights of the government in 'Make-I' projects funded by the MoD, including the government's right to work patents if a contractor fails to do so within a reasonable period. The DAP outlines the defence offset policy, which aims to leverage capital acquisitions and technology to develop the Indian defence industry by fostering internationally competitive enterprises and augmenting research, design, and development capacity. Offset provisions now apply only to 'Buy (Global)' procurements through competitive bidding, where the estimated Acceptance of Necessity (AoN) cost is ₹20,000 million or more. The required value of such offset obligations is generally 30% of the estimated cost of the acquisition, and these obligations are typically imposed on foreign vendors. Draft Defence Production & Export Promotion Policy, 2020 (“Draft DPEPP”) The MoD released the Draft DPEPP to provide further impetus to realise the goal of self-reliance under the goal of Aatmanirbhar Bharat, which is to develop a dynamic, robust and competitive defence industry, including aerospace and naval shipbuilding industry, to cater to the needs of armed forces, along with giving end to end solutions ranging from design to production, with active participation from the public and private sectors, thus fulfilling the twin objectives of self-reliance as well as exports. The Draft DPEPP aims to implement measures so as to achieve a turnover of ₹ 1,750,000 million (US$ 25 billion) including export of ₹ 350,000 million (US$ 5 billion) in aerospace and defence goods and services by 2025. Further, its objective is to reform as well as standardize defence procurement by providing support to micro, small and medium enterprises/ start-ups in order to indigenize the manufacturing of imported components. Additionally, the Draft DPEPP has the following goals: (i) to reduce dependence on imports and take forward the “Make in India” initiative through domestic design and development; (ii) to promote export of defence products and become part of the global defence value chains; (iii) to create an environment that encourages research and development, rewards innovation, creates Indian intellectual property ownership and promotes a robust and self-reliance defence industry; (iv) enhance investment promotion in the aviation sector with the association of the Ministry of Civil Aviation by offering incentives to global and domestic original equipment manufacturers to set up design and manufacturing facilities in India; and (v) liberalize foreign direct investment in the defence sector for attracting global original equipment manufacturers to shift manufacturing facilities and expand India’s presence in international supply chains. 264Industries (Development and Regulation) Act, 1951, as amended (“IDAR Act”) The IDAR Act has been liberalized under the New Industrial Policy dated July 24, 1991, and all industrial undertakings are exempt from licensing except for certain industries. The IDAR Act is administered by the Ministry of Commerce and Industries through the Department for Promotion of Industry and Internal Trade. Digital Personal Data Protection Act, 2023 (the “DPDP Act”) The Parliament passed the DPDP Act on August 9, 2023. The DPDP Act received the assent of the President and was notified on August 11, 2023. The DPDP Act, which supersedes certain provisions of the Information Technology Act, 2000 (on compensation for failure to protect data) provides for collection and processing of digital personal data by persons, including companies. The DPDP Act seeks to balance the rights of individuals to protect their personal data with the need to process personal data for lawful and other incidental purposes. All data fiduciaries, determining the purpose and means of processing personal data, are mandated to provide an itemised notice to data principals in plain and clear language containing a description of the personal data sought to be collected along with the purpose of processing such data. The DPDP Act further provides that personal data may be processed only for a lawful purpose after obtaining the consent of the individual. A notice must be given before seeking consent. The notice should contain details about the personal data to be collected and the purpose of processing. Consent may be withdrawn at any point in time. Any individual whose data is being processed (data principal), will have the right to: (i) obtain information about processing, (ii) seek correction and erasure of personal data, (iii) nominate another person to exercise rights in the event of death or incapacity, and (iv) grievance redressal. Data principals have certain duties. They must not: (i) register a false or frivolous complaint (ii) furnish any false particulars or impersonate another person in specified cases and (iii) to ensure not to suppress any material information while providing personal data for any document issued by the State. Violation in observance of duties by a data principal will be punishable with a penalty of up to ₹ 10,000. The Central Government has established the Data Protection Board of India (the “Data Protection Board”), whose key functions include (i) monitoring compliance and imposing penalties, (ii) directing data fiduciaries to take necessary measures in the event of a data breach, and (iii) hearing grievances made by affected persons. The DPDP Act further imposes certain obligations on data fiduciaries including (i) make reasonable efforts to ensure the accuracy and completeness of data, (ii) build reasonable security safeguards to prevent a data breach, (iii) inform the Data Protection Board of India and affected persons in the event of a breach, and (iv) erase personal data as soon as the purpose has been met and retention is not necessary for legal purposes (storage limitation). In case retention is necessary for compliance with law, storage limitation and the right of the data principal to erasure will not apply. The Data Protection Board members will be appointed for two years and will be eligible for reappointment. The Central Government has prescribed details such as the number of members of the Data Protection Board and the selection process. The Central Government has notified the Digital Personal Data Protection Rules, 2025 (the “DPDP Rules”) on November 14, 2025. The DPDP Rules facilitate the implementation of the DPDP Act. It aims to strengthen the legal framework for the protection of digital personal data by providing necessary details and an actionable framework. The DPDP Rules lays down various implementation aspects such as a phased 18-month period for implementation and compliance of the DPDP Rules, clear protocols for data fiduciaries for ensuring reasonable security safeguards and intimation of personal data breaches, registration and obligations of consent managers, independent audits and impact assessments by significant data fiduciaries, processing of personal data for issuance of subsidy, benefit, services, certificates, licenses or permits by the State and its instrumentalities, providing details about availing rights by data principals, processing of personal data of child or of person with disability, additional obligations of significant data fiduciaries, setting up the Data Protection Board, appointment and service conditions of the chairperson and other members of the Data Protection Board, functioning of the Data Protection Board as digital office, and procedure to appeal to appellate tribunal. Foreign investment and trade legislations Foreign investment in India is governed by the provisions of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“FEMA Non-Debt Instrument Rules”) along with the Foreign Direct Investment Policy (“FDI Policy”) issued by the DPIIT, from time to time. Further, the RBI has enacted the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the mode of payment and reporting requirements for investments in India by a person resident outside India. Under the current FDI Policy, infusion of fresh foreign investment up to 49%, in a company not seeking industrial license or which already has government approval for FDI, will need to submit a declaration with the Ministry of Defence in cases of: (a) change in equity/shareholding pattern; or (b) transfer of stake by existing investor to new 265foreign investor, within a period of 30 days of such change. Any proposal for raising FDI beyond 49% from such companies shall require government approval. In terms of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, the investment in Equity Shares by a single FPI or an investor group (which means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-Debt Instrument Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs put together with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 49% under the automatic route and government approval route beyond 49%). Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, all investments by entities of a country which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country, will require prior approval of the Government of India, as prescribed in the FDI Policy. Foreign Trade Policy 2023 (“FTP”) The foreign trade policy of India is governed and regulated by the Foreign Trade (Development and Regulation) Act, 1992, as amended (“FTA”). The FTA empowered the Central Government to make provisions for the development and regulation of foreign trade by way of facilitating imports into as well as augmenting exports from the country and in all other matters related to foreign trade. The government has also been given a wide power to prohibit, restrict and regulate the exports and imports in general as well as specified cases of foreign trade. It is authorised to periodically formulate the FTP and amend it thereafter whenever it deems fit. All exports and imports are required to be in compliance with this policy. The FTP focuses on increased thrust for emerging areas such as e-commerce exports, developing export hubs across districts and streamlining the policy for SCOMET category of products. SCOMET stands for Special Chemicals, Organisms, Materials, Equipment and Technologies and refers to nine categories of products and technologies which have civil as well as military applications, such as nuclear materials, micro-organisms, material processing equipment, and aerospace systems, etc. The FTP provides for certain schemes for the promotion of export of finished goods and import of inputs. The FTP shall continue to be in operation unless otherwise specified or amended. The FTA, read with the FTP, also provides that no person or company can make exports or imports without having obtained an importer exporter code number (“IEC”) granted by the Director General of Foreign Trade, Ministry of Commerce (“DGFT”) pursuant to Section 7 of the FTA unless exempted from doing so. Any person who makes any export or import in contravention of any provision of the FTA or any rules or orders made thereunder, or the foreign trade policy would become liable to a penalty of not less than ₹10,000 and not more than five times the value of the goods or services or technology in respect of which any contravention is made or is attempted to be made, whichever is made. Customs Act, 1962 (“Customs Act”), Customs Tariff Act, 1975, and rules made thereunder The provisions of the Customs Act and rules made there under are applicable to imported goods i.e. goods brought into India from a place outside India (except goods cleared for home consumption) and export goods i.e. goods which are to be taken out of India to a place outside India. Imported goods and export goods are subject to duties of customs as specified under the Customs Tariff Act, 1975. Labour and welfare-related legislations Factories Act, 1948, as amended (“Factories Act”) The Factories Act defines a “factory” to cover any premises including precincts which employs 10 or more workers on any day of the preceding 12 months and in which a manufacturing process is carried on with the aid of power or any premises where at least 20 workers are employed, and where a manufacturing process is carried on without the aid of power. Each State Government has enacted rules in respect of the prior submission of plans and their approvals for the establishment of factories and registration/licensing thereof. The Factories Act requires the ‘occupier’ of a factory to ensure the health, safety and welfare of all workers while they are at work in the factory. Further, the ‘occupier’ of a factory is also required to ensure (i) the safety and proper maintenance of the factory such that it does not pose health risks to persons in the factory premises; (ii) the safe use, handling, storage and transport of factory articles and substances; (iii) provision of adequate instruction, training, and supervision to ensure worker’ health and safety; and (iv) cleanliness and safe working conditions in the factory premises. If there is a contravention of any of the provision of the Factories Act or rules framed thereunder, the ‘occupier’ and ‘manager’ of the factory as defined under the Factories Act may be punished with imprisonment or with a fine or 266both and enhanced penalties for repeat offences and contravention of certain provisions relating to the use of the hazardous materials. Other labour law legislations The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable labour laws, including the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Employee’s State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Payment of Gratuity Act, 1972, the Payment of Bonus Act, 1965, Maternity Benefit Act, 1961, the Child Labour (Prohibition and Regulation) Act, 1986, the Right of Persons with Disabilities Act, 2016, Contract Labour (Regulation and Abolition) Act, Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959 and the rules made thereunder and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In order to rationalise and reform labour laws in India, the Government has enacted the following codes: Code on Wages, 2019 The Code on Wages, 2019, which regulates and amalgamates laws relating to wages and bonus payments and subsumes four existing laws namely – the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. It regulates, among other things, the minimum wages payable to employees, the manner of payment and calculation of wages and the payment of bonus to employees. Through its notification dated December 18, 2020, and November 21, 2025, the Government of India brought into force certain sections of the Code on Wages, 2019. Industrial Relations Code, 2020 Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of employment in industrial establishments and undertakings, and the investigation and settlement of industrial disputes received the assent of the President of India on September 28, 2020. It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947. Through its notification dated November 21, 2025, the Government of India brought into force the Industrial Relations Code, 2020. Code on Social Security, 2020 The Code on Social Security, 2020 (“Social Security Code”), which amends and consolidates laws relating to social security, and subsumes various social security related legislations, among other things, including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF Act”), the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Cine Workers Welfare Fund Act, 1981, the Building and Other Construction Workers’ Welfare Cess Act, 1966 and the Unorganized Workers’ Social Security Act, 2008. It governs the constitution and functioning of social security organisations such as the Employees Provident Fund and the Employees State Insurance Corporation which regulates the payment of gratuity, the provision of maternity benefits and compensation in the event of accidents that employees may suffer, among others. The Social Security Code received the assent of the President of India on September 28, 2020. Section 142 of the Social Security Code has been brought into force from May 3, 2021, by the Ministry of Labour and Employment, Government of India, (“MLE”) through a notification dated April 30, 2021. The MLE, vide a notification dated May 3, 2023, appointed May 3, 2023 as the effective date for enforcing certain provisions of the Social Security Code relating to the employees’ pension scheme, inter alia, (a) to empower the Central Government to frame a scheme to be called the employees’ provident fund scheme; and (b) to subsume certain provisions of the Employees’ Pension Scheme, 1995 (“EPS”) with the Social Security Code, and repeal the corresponding provisions pertaining to EPS under the EPF Act. The remaining provisions of this code became effective pursuant to a notification dated November 21, 2025. Occupational Safety, Health and Working Conditions Code, 2020 The Occupational Safety, Health and Working Conditions Code, 2020, received the assent of the President of India on September 28, 2020. It consolidates and amends the laws regulating the occupational safety and health and working conditions of the persons employed in an establishment. It replaces certain old central labour laws including the Contract Labour (Regulation and Abolition) Act, 1970, the Factories Act, 1948, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the Building and Other 267Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. The provisions of this code have been brought into force by the Government of India, through its notification dated November 21, 2025. The Government of India had also issued the draft rules under the Occupational Safety, Health and Working Conditions Code, 2020. The draft rules provide for operationalisation of provisions in the Occupational Safety, Health and Working Conditions Code, 2020 relating to safety, health and working conditions of the dock workers, building or other construction workers, mines workers, inter-state migrant workers, contract labour, journalists, audio-visual workers and sales promotion employees. Intellectual property laws Trade Marks Act, 1999 (“Trade Marks Act”) and Trade Mark Rules, 2017 (“Trade Mark Rules”) The Trade Marks Act governs the registration, statutory protection of trademarks for goods and services and prevention of the use of fraudulent marks. It also provides for exclusive right to marks such as brand, label, and heading and to obtain relief in case of infringement. Under the provisions of the Trade Marks Act, an application for trademark registration may be made with the Trade Marks Registry by any person or persons claiming to be the proprietor of a trademark, whether individually or as joint applicants, and can be made on the basis of either actual use or proposed to be used. Once granted, a trademark registration is valid for 10 years unless cancelled, after which, it can be renewed. If not renewed, the mark lapses and the registration is required to be restored to gain protection under the provisions of the Trade Marks Act, within the time period prescribed under the Trade Marks Act. The Trade Marks Act prohibits registration of trademarks that are similar to an earlier trademark and the identity or similarity of the goods or services covered by the trademark and there exists a likelihood of confusion on the part of the public and provides for penalties for infringement, falsifying and falsely applying trademarks among others. The Trade Marks Rules, lay down certain guidelines regarding procedure for trade mark registration and enforcement. Some of the salient features of the Trade Marks Rules include the process for determination of ‘well-known’ trademarks, representation of sound marks, recognition of e-mail as a mode of service, new registration fees and mandatory filing of statements of users. Further, pursuant to the notification of the Trade Marks (Amendment) Act, 2010, simultaneous protection of trademark in India and other countries has been made available to owners of Indian and foreign trademarks. It also seeks to simplify the law relating to the transfer of ownership of trademarks by assignment or transmission and to bring the law in line with international practices. Patents Act, 1970, as amended (“Patents Act”) The Patents Act governs the patent regime in India. A patent under the Patents Act is an intellectual property right relating to inventions for limited period, provided by the Government to the patentee, in exchange of full disclosure of his invention, for excluding others from making, using, selling and importing the patented product or process for producing that product for those purposes without his consent. Being a signatory to the Agreement on Trade Related Aspects of Intellectual Property Rights, India is required to recognize product patents as well as process patents. In addition to the broad requirement that an invention must satisfy the requirements of novelty, utility and non-obviousness in order for it to avail patent protection, the Patents Act further provides that patent protection may not be granted to certain specified types of inventions and materials even if they satisfy the above criteria. Designs Act, 2000 (“Designs Act”), as amended The Designs Act prescribes for the registration of designs. The Designs Act specifically lays down the essentials of a design to be registered and inter alia, provides for application for registration of designs, copyright in registered designs, etc. A ‘Design’ means only the features of shape, configuration, pattern, ornament or composition of lines or colour applied to any article whether two dimensional or three dimensional or in both forms, by any industrial process or means, whether manual, mechanical or chemical, separate or combined, which in the finished article appeal to and are judged solely by the eye, but does not include any mode or principle or construction or anything which is in substance a mere mechanical device, and expressly excludes works accorded other kinds of protection like property marks, trademarks and copyrights. Any person claiming to be the proprietor of a new or original design may apply for registration of the same before the Controller-General of Patents, Designs and Trade Marks. On registration, the registered proprietor of the design attains a copyright over the same. The duration of the registration of a design in India is initially ten years from the date of registration. No person may sell, apply for the purpose of sale or import for the purpose of sale any registered design or fraudulent or obvious imitation thereof. 268Environmental law legislations Environment (Protection) Act, 1986 (“Environment Act”) The Environment Act has been enacted with the objective of protection and improvement of the environment, control, reduce and abate pollution and empowers the government to take measures in this regard. Further, the Environment Protection Rules specifies, amongst other things, the standards for emission or discharge of environmental pollutants, and restrictions on the handling of hazardous substances in different areas. For contravention of any of the provisions of the Environment Protection Act or the rules framed thereunder, the punishment includes either imprisonment or fine or both. E-Waste (Management) Rules, 2022, as amended (“E-Waste Rules”) The E-Waste Rules apply to every manufacturer, producer, consumer, bulk consumer, collection centres, dealers, e-retailer, refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase, collection, storage and processing of e-waste or electrical and electronic equipment as classified under the E-Waste Rules, including their components, consumables, parts and spares which make the product operations. The E-Waste Rules mandate that a manufacturer must register with the Central Pollution Control Board (“CPCB”) and also submit annual returns to the same authority. Producers of such e-waste also have extensive responsibilities and obligations and may come under the scrutiny of either the CPCB or the state pollution control board. Manufacturers, unregistered producers, refurbishers, and recyclers shall be liable to pay environmental compensation for any violation of the provisions under these rules as laid down by the CPCB. Battery Waste Management Rules, 2022, as amended The Battery Waste Management Rules, 2022, establish a comprehensive framework for the environmentally sound management of waste batteries. These rules apply to all types of batteries, including electric vehicle, portable, automotive, and industrial batteries. The rules mandate Extended Producer Responsibility (EPR), requiring manufacturers, importers, and assemblers to ensure the collection, recycling, and proper disposal of used batteries. The rules also set targets for collection and recycling, promote the use of recycled materials in new batteries, and prohibit the disposal of batteries in landfills or through incineration. They further emphasise the need for public awareness, proper labelling, and the maintenance of records to ensure transparency and accountability throughout the battery lifecycle. The Central Pollution Control Board (CPCB) is tasked with maintaining a centralised online portal, publishing a consolidated list of producers using digital labelling, and updating it quarterly making it easier to track batteries throughout their lifecycle. Other applicable legislations Micro, Small and Medium Enterprises Development Act, 2006, as amended The Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act”) is a key legislation aimed at promoting and regulating MSMEs in India by providing a legal framework for their classification, development and protection. As per the latest amendment by Union Budget 2024–25 and effective from 1st April 2025, the classification criteria for the legal entities under various categories are revised as under: Micro Enterprises – investment up to ₹2.5 crore and turnover up to ₹10 crore; Small Enterprises – investment up to ₹25 crore and turnover up to ₹100 crore; and Medium Enterprises – investment up to ₹125 crore and turnover up to ₹500 crore. These updated thresholds are applicable on all the units/companies registered under the Act for the purpose of availing various benefits, protection and considerations under the MSMED Act and government subsidies & schemes. Consumer Protection Act, 2019 The Consumer Protection Act, 2019 which repealed the Consumer Protection Act, 1986, was designed and enacted to provide simpler and quicker access to redress consumer grievances. It seeks, inter alia, to promote and protect the interests of consumers against deficiencies and defects in goods or services and secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers, service providers, and traders. It provides for the establishment of consumer dispute redressal forums and commissions for the purposes of redressal of consumer grievances. One of the substantial changes introduced by the Consumer Protection Act is the inclusion of the e-commerce industry under the Consumer Protection Act with “e-commerce” defined to refer to the buying 269and selling of goods or services over a digital or electronic network. Therefore, the Consumer Protection Act aims to cover entities that are involved in the process of selling goods or services online. Shops and Establishments legislations in various states Under the provisions of local shops and establishment legislations applicable in the states in which establishments are set up, establishments are required to be registered under the respective legislations. These legislations regulate the condition of work and employment in shops and commercial establishments and generally prescribe obligations in respect of, among others, registration, opening and closing hours, daily and weekly working hours, rest intervals, overtime, holidays, leave, health and safety measures, termination of service and wages for overtime work. There are penalties prescribed in the form of monetary fine or imprisonment for violation of these legislations. Other Laws In addition to the above, our Company is required to comply with the provisions of the Companies Act, 2013 various tax related legislations i.e., the Income Tax Act 1961, Central Goods and Services Tax Act, 2017, relevant state legislations for goods and services tax, Indian Stamp Act, 1899, relevant state legislations for value added tax and various state-specific legislations made thereunder, and other applicable statutes promulgated, and regulations imposed by the Central Government and state governments and other authorities for our day-to-day business, operations and administration. 270HISTORY AND CERTAIN CORPORATE MATTERS Brief history of our Company Our Company was originally incorporated as “Sarnoff Innovative Technologies Private Limited” as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated December 18, 2003, issued by the Registrar of Companies, Karnataka at Bengaluru (“RoC”). Subsequently, the name of our Company was changed to “Serial Innovations India Private Limited” pursuant to a certificate of incorporation dated August 14, 2008 issued by the RoC due to a change in management and thereafter, the name of our Company was further changed to “Tonbo Imaging India Private Limited” due to a change in branding and strategy pursuant to a certificate of incorporation dated May 13, 2016 issued by the RoC. Upon the conversion of our Company from a private limited company to a public limited company, pursuant to a resolution passed by our Board of Directors and Shareholders each dated August 15, 2025, the name of our Company was changed to “Tonbo Imaging India Limited”, and a fresh certificate of incorporation dated September 11, 2025 was issued by the RoC. Changes in the Registered Office of our Company Except as disclosed below, there has been no change in the Registered Office of our Company since its incorporation. Date of Address of registered office Reason for change change January 6, Changed from “No.202, Prestige Meridian II, 30 M.G. Road, To carry out business 2004 Bangalore 560 001, Karnataka, India” to “Unit 2A, Left Wing, First operation more efficiently Floor, Frontline Grandeur, No - 14, Walton Road, Bangalore 560 001, Karnataka, India” August 10, Changed from “Unit 2A, Left Wing, First Floor, Frontline Grandeur, To facilitate better operational 2005 No. 14, Walton Road, Bangalore 560 001, Karnataka, India” to “Asha efficiency and to Arch, No.1, Magrath Road, Bangalore 560 025, Karnataka” accommodate the growing business requirements July 5, 2008 Changed from “Asha Arc No. 1, Magrath Road, Bangalore 560 025, To provide improved facilities Karnataka, India” to “2nd Floor, No. 38, KH Circle, Hosur Road, PO reduce overhead costs and Wilson Garden, Bangalore 560 027, Karnataka, India” ensure better accessibility June 20, 2009 Changed from “2nd Floor, No. 38, KH Circle, Hosur Road, PO To facilitate better operational Wilson Garden, Bangalore 560 027, Karnataka, India” to “Vajram efficiency and reduce Complex, 2nd Floor, No. 1, 17th Main, 4th B Block, 100 Ft Road, overhead costs Koramangala, Bangalore 560 034, Karnataka, India” May 12, 2010 Changed from “Vajram Complex, 2nd Floor, No. 1, 17th Main, 4th B To facilitate better operational Block, 100 Ft Road, Koramangala, Bangalore 560 034, Karnataka, efficiency and to India” to “No. 104, Shivalaya, I Floor, 17th ‘C’ Main Road, 5th Cross, accommodate the growing Koramangala 5th Block Extension, Bangalore 560 095, Karnataka, business requirements India” July 30, 2020 Changed from “No. 104, Shivalaya, I Floor, 17th ‘C’ Main Road, 5th To improve administrative Cross, Koramangala 5th Block Extension, Bangalore 560 095, efficiency, reduce overhead Karnataka, India” to “No.3 Chikkayellappa Tower-II, 1st C Main, costs, and streamline business Sarjapur Main Road, Jakkasandra Extension, Chikkayellappa operations Industrial Layout, Bengaluru 560 034, Karnataka, India” Main objects of our Company The main objects contained in the Memorandum of Association of our Company are as set forth below: 1. “To engage in the business of research, design, product development, systems integration, implementation, fabrication, manufacturing, processing, assembly, environmental and reliability testing, characterization, offering and providing consultancy wafer lab and turnkey services and other related activities and services in order to develop and provide breakthrough technology innovation solutions for various industries such as Integrated Circuits, Optoelectronics, Communications and Networking and Digital Television and Internet Convergence industries including but not limited to reconfigurable integrated circuits design, development and production of advanced system-on-chip (SOC) devices, silicon-oninsulator (SOI) integrated circuits, electronic static discharge (ESD) protection, advanced emulation, 271optoelectronic system design, manufacturing and packaging of all kinds of custom wavelength lasers, diodes, amplifiers, thermo photovoltaics, infra-red (IR) and ultraviolet (UV) imaging systems, charged-coupled services (CCD) and complementary metaloxide semiconductor (CMOS) imagers, specialty cameras, sensors, optical diagnostics, adhoc networking, wireless and satellite communications, smart antennas, wireless broadband, digital rights management, targeted advertising, multimedia databases, etc. 2. To engage in the business of research and development and to provide consulting and customized solutions to the healthcare and life sciences industry including but not limited to medical product innovation, disposable product design, biopharmaceuticals, diagnostic systems, drug discovery, powder handling, informatics, imaging and image analysis, micro fluidic processing, dissolution control instrumentation, etc. 3. To carry on the business of providing, offering, research and development, implementation and integration of various solutions, products, services and applications for several industries including but not limited to those in the automotive, transportation, health care, life sciences, entertainment, media, communication, networking, electronics, surveillance and security and silicon IP industry and to develop and produce information technology and computer software, video processing and vision software, computer programs, object and source codes, hardware, middle ware, firm ware, to create and develop custom based and cutting edge technology, end to end solutions.” Amendments to our Memorandum of Association in the last ten years Set forth below are the amendments to our Memorandum of Association in the last ten years: Date of Shareholder’s Details of the amendments resolution December 18, 2018 Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital of our Company from ₹6,000,000 divided into 475,000 equity shares of face value of ₹10 and 125,000 preference shares of face value of ₹10 each to ₹152,080,000 divided into 475,000 equity shares of face value of ₹10 each, 125,000 preference shares of face value of ₹ 10 each and 160,000 preference shares of face value of ₹913 each. March 31, 2023 Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital of our Company from ₹152,080,000 divided into 475,000 equity shares of face value of ₹10 each, 125,000 preference shares of face value of ₹10 each and 160,000 preference shares of face value of ₹913 each to ₹172,080,000 divided into 475,000 equity shares of face value of ₹10 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each and 200,000 preference shares of face value of ₹100 each. March 4, 2024 Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital of our Company from ₹172,080,000 divided into 475,000 equity shares of face value of ₹10 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each and 200,000 preference shares of face value of ₹100 each to ₹629,775,000 divided into 475,000 equity shares of face value of ₹10 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each, 200,000 p reference shares of face value of ₹100 each and 45,000 preference shares of ₹10,171 each. July 8, 2024 Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital of our Company from ₹629,775,000 divided into 475,000 equity shares of face value of ₹10 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each, 200,000 preference shares of face value of ₹100 each and 45,000 preference shares of ₹10,171 each to ₹634,025,000 divided into 900,000 equity shares of ₹10 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each, 200,000 preference shares of face value of ₹100 each and 45,000 preference shares of face value of ₹10,171 each. June 30, 2025 Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital of our Company from ₹ 63,40,25,000 divided into 900,000 equity shares of ₹10 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each, 200,000 preference shares of face value of ₹100 each and 45,000 preference shares of face value of ₹10,171 each to ₹74,00,00,000 divided into 1,14,97,500 equity shares of ₹10 each, 125,000 preference shares of face value of ₹10 each, 160,000 272Date of Shareholder’s Details of the amendments resolution preference shares of face value of ₹913 each, 200,000 preference shares of face value of ₹100 each and 45,000 preference shares of face value of ₹10,171 each. August 15, 2025 Clause I of the Memorandum of Association was amended to delete the word “Private” before the word “Limited” in the name of the Company, pursuant to the conversion of the company from a private limited company to a public limited company. September 16, 2025 Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital of our Company from ₹74,00,00,000 divided into 11497,500 equity shares of ₹10 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each, 200,000 preference shares of face value of ₹100 each and 45,000 preference shares of face value of ₹10,171 each to ₹74,00,00,000 divided to 57,487,500 equity shares of ₹2 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each, 200,000 preference shares of face value of ₹100 each and 45,000 preference shares of face value of ₹10,171 each Major events and milestones The table below sets forth certain key events and milestones in our history: Calendar Year Milestone 2012 Changed strategic focus from sale of intellectual property services to product company 2015 Achieved first production order 2018 Crossed ₹ 300.00 million in export orders in Israel and Philippines 2019 Won iDEX challenge to design multi sensor see through armour for 360° situational awareness 2024 Secured ₹ 4,527.00 million in export orders from Europe Successful integration of multimode imaging seeker in anti-tank guided missiles developed by the Indian government Crossed domestic revenues of ₹ 1,700.00 million Raised equity of ₹ 1,323.00 million from investors including Artiman Ventures and Ramesh Radhakrishnan Established in-house clean room for prototype development 2025 Successful deployment of long range missile tracking system Crossed ₹ 4,500.00 million in revenue from operations and achieved profits of ₹ 727.60 million Raised capital of ₹ 1,750.00 million from investors including CEAQ Singapore and Artiman Ventures Won iDEX challenge to design High Power Microwave System for counter unmanned aerial vehicles Key awards, accreditations and recognition The table below sets forth certain key awards, accreditations and recognition received by our Company: Calendar Year Awards, accreditations and recognition 2017 Awarded Young Turks Startup of the year by CNBC-TV18 2018 Awarded the Marico Innovation Foundation Award at the MIF Awards 2018 2 025 Excellence in Tech Export Production (Medium Enterprises) awarded at the SME Champion Awards Significant financial and strategic partnerships As of the date of this Draft Red Herring Prospectus, our Company does not have any significant financial or strategic partnerships. Time/cost overrun in setting up projects As on the date of this Draft Red Herring Prospectus, there has been no time or cost over-run in setting up any projects. Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks 273As on the date of this Draft Red Herring Prospectus, there has been no instance of rescheduling/ restructuring of borrowings with financial institutions/ banks in respect of our borrowings from lenders as on the date of this Draft Red Herring Prospectus. Launch of key products or services, entry into new geographies or exit from existing markets, capacity/facility creation, location of projects For details of launch of key products or services, entry in new geographies or exit from existing markets, capacity or facility creation and the location of plants, see “Our Business” on page 233. Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last ten years Our Company has not made any material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last ten years. Guarantees provided to third parties by our Promoter Selling Shareholders offering its Equity Shares in the Offer for Sale Except as disclosed below, as on date of this Draft Red Herring Prospectus, our Promoters have not given any guarantee to third parties in relation to our Company: S. No. Guarantee issued in favour of Guarantee amount* (in ₹ Type of facility million) Arvind Kondangi Lakshmikumar 1. Axis Bank Limited 790.00 Working capital/cash credit facilities 2. EXIM Bank 300.00 Working capital/cash credit facilities 3. HDFC Bank Limited 1,355.00 Working capital/cash credit facilities Ankit Kumar 1. Axis Bank Limited 790.00 Working capital/cash credit facilities 2. EXIM Bank 300.00 Working capital/cash credit facilities 3. HDFC Bank Limited 1,355.00 Working capital/cash credit facilities Cecilia D’Souza 1. Axis Bank Limited 790.00 Working capital/cash credit facilities 2. EXIM Bank 300.00 Working capital/cash credit facilities 3. HDFC Bank Limited 1,355.00 Working capital/cash credit facilities * Excludes any amounts payable towards interest, commission, costs, charges and expenses and other monies due and payable by the borrower to the lender. For further details see, “Financial Indebtedness” on page 420. Summary of key agreements and shareholders’ agreements As on the date of this Draft Red Herring Prospectus, other than as disclosed below, there are no other subsisting shareholders’ agreements, arrangements or agreements that our Company is aware of, and there are no clauses/covenants which are material and which need to be disclosed in this Draft Red Herring Prospectus or non- disclosure of which may have a bearing on the investment decision in connection with the Offer. Further, there are no other clauses/covenants that are adverse or prejudicial to the interest of the minority/public Shareholders of our Company. Subscription and restated shareholders’ agreement dated February 6, 2025 entered into between our Company, HBL Engineering Limited, our Promoters, CEAQ Singapore, CEAQ India, Timothy Guy Mitchell, Serial Innovations Employee Stock Option Trust, Artiman Partners LLC, Artiman Ventures Select 2014 L.P., Artiman Ventures Select 2014 Principals Fund L.P., Amit Dilip Shah (as registered owner for Amit Shah 274Family Trust as the beneficial owner), Ramesh Radhakrishnan, Meghaa Karnani (as registered owner for Palita Associates as the beneficial owner), SSV Advisory Services LLP, Vinimaya Advisory LLP, Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar, Neville Manuel Fernandes and Mellita Fernandes, Nitin Agarwal (HUF), Anand Ladsariya, Shereen Bhan, Florintree Flowtech LLP, Yali Deeptech Fund I, Tenacity Ventures Fund – I, Export-Import Bank of India, Pranav Parikh, Paramjit Singh, Tonbo Imaging Inc and UAB Tonbo Imaging as amended by the amendment and waiver agreement dated December 20, 2025 Our Company, our Promoters, CEAQ Singapore, CEAQ India, Timothy Guy Mitchell, Serial Innovations Employee Stock Option Trust (together referred to as the “Existing Investors”), Artiman Partners LLC (“Artiman Partners”), Artiman Ventures Select 2014 L.P. (“Artiman Select”), Artiman Ventures Select 2014 Principals Fund L.P. (“Artiman Select Principals”), Amit Dilip Shah (registered owner for Amit Shah Family Trust as the beneficial owner) (“Amit Shah”), Ramesh Radhakrishnan, Meghaa Karnani (registered owner for Palita Associates as the beneficial owner), SSV Advisory Services LLP, Vinimaya Advisory LLP (“Vinimaya”), Tiruvidaimarudhur Srivatsan Sivashankar & Meera Sivashankar (together, “Sivashankar TS”), Neville Manuel Fernandes and Mellita Fernandes, Nitin Agarwal (HUF), Anand Ladsariya, Shereen Bhan (collectively referred to as “C1 Investors”), Florintree Flowtech LLP (“Florintree”), Yali Deeptech Fund I, Tenacity Ventures Fund – I, Export-Import Bank of India, Pranav Parikh, Paramjit Singh, (together with Artiman Select, Artiman Select Principals, Amit Shah, Vinimaya and Sivasankar TS, “New Investors”) and HBL Engineering Limited (“HBL”), Tonbo Imaging Inc. and UAB Tonbo Imaging (“Confirming Parties”) (collectively referred to as the “Parties”) have entered into a subscription and restated shareholders’ agreement dated February 6, 2025 (“Shareholders’ Agreement”) to record certain rights and obligations with respect to the management and operations of our Company. In terms of the Shareholders’ Agreement, the Parties have certain rights and obligations, including, among others: A. Board nomination rights: (a) each of our Promoters shall be nominated as executive directors on our Board; and (b) each of Florintree, HBL and CEAQ Singapore shall have a right to nominate one director on our Board, for so long as each of them hold 5.00% of the total shareholding of our Company on a fully diluted basis. B. Quorum: The quorum for a meeting of the Shareholders of our Company shall consist of four shareholders, provided that one representative of our Promoters, one representative of HBL, one representative of CEAQ Singapore and one representative of Florintree shall be present to constitute a quorum. C. Observers: Each of Florintree, HBL, Celesta Capital II LP, Edelweiss Value and Growth Fund and Artiman Ventures shall have the right to appoint an observer on our Board. D. Information and inspection: Our Company is required to provide to the New Investors (other than Vinimaya and Sivashankar TS), C1 Investors (other than Vinimaya), HBL and CEAQ Singapore certain information and related rights, including (a) unaudited quarterly standalone and consolidated financial statements of our Company; (b) annual budget and operating plans; (c) information regarding any event which may entitle a customer of our Company to initiate liquidation damages under its contract; and (d) any other information which is reasonably required by such investors (other than Vinimaya and Sivashankar TS), C1 Investors (other than Vinimaya), HBL or CEAQ Singapore. E. Reserved matters: Our Company and its Shareholders are required to undertake certain actions only with the prior written consent of each of Florintree, HBL and CEAQ Singapore for so long as each of them hold 5.00% of the total shareholding of our Company on a fully diluted basis. F. Right of first refusal: Transfers by any shareholder other than the New Investors (other than Vinimaya and Sivashankar TS), C1 Investors (other than Vinimaya), HBL, CEAQ Singapore and CEAQ India as identified in the Shareholders’ Agreement (“ROFR Holders”) of the Equity Shares held by them (other than certain exempted transfers) shall be subject to a right of first refusal in favour of the ROFR Holders. G. Tag-along rights: In the event any of our Promoters proposes to transfer any or all of their respective Equity Shares to a third party, then the New Investors, C1 Investors (other than Vinimaya), HBL and CEAQ Singapore, as identified in the Shareholders’ Agreement (“Tag Holders”) shall have a right to sell such number of their shares as maybe determined in accordance with the Shareholders’ Agreement to such third party along with our Promoters. 275For facilitating the Offer, the parties have provided certain waivers from provisions of the Shareholders’ Agreement and consents, including, inter alia: (i) right to receive reports, information and inspection; (ii) right of first refusal and tag along rights; and (iii) right to appoint observers. Further, in terms of the Shareholders’ Agreement, on and after the date of receipt of final listing and trading approvals by our Company from the Stock Exchanges pursuant to the Offer, the nomination rights as set out above shall become effective only upon receipt of the approval of the Shareholders by way of a special resolution at the first general meeting held by our Company post the listing of Equity Shares on the Stock Exchanges pursuant to Offer, as soon as practically possible. Such nomination rights, post receipt of the approval of the Shareholders at the first shareholders meeting, will be incorporated in the Articles of Association of our Company. The Shareholders’ Agreement shall terminate in its entirety without any further act required by any party automatically upon receipt of final listing and trading approvals from the Stock Exchanges for the listing and trading of the Equity Shares of our Company pursuant to the Offer, except for certain clauses such as board compositions as set out above and confidentiality, that will continue to survive the termination of the Shareholders Agreement. All provisions of Part B of the Articles of Association of our Company shall automatically, and without any further action by our Company or by the Shareholders, terminate and shall cease to have any force and effect upon the listing and trading of the Equity Shares of our Company pursuant to the Offer. Other material agreements Assignment agreements each dated March 11, 2024 entered into between CEAQ Singapore and our Company Our Company has entered into five assignment agreements with CEAQ Singapore, each dated March 11, 2024 for transfer of all intellectual property rights in relation to the following intangible assets for an aggregate consideration as set out below: Intangible asset Aggregate consideration (in ₹ million) Design of polymer material for infrared optics 788.50 Design of infractive and etched optical lenses Computational imaging techniques for infrared imaging Design of shutterless infrared imaging Design of super resolution based micro-scanning for higher resolution imaging Design of low power electronics for mid wave and long wave infrared Design of laser ranging transceivers 248.22 Design of algorithms for 3D scene analysis Design of single imager stereo for depth from single images Design of machine learning and classification algorithms from low resolution data 239.95 Design of software architecture to ingest data from heterogenous sensors Design of control systems for inertial stabilization 273.04 Design of optical alignment system for sensor fusion 282.20 Design of sensor fusion techniques to fuse visible and infrared imagery Design of multi-aperture wide field of view imagers Design of mirror based fine stabilisation Design of zero blur rotating imager Design of multi-sensor panoramic imaging for 360 degree imaging Design of sensor fusion techniques to combine inertial and video data Design of holographic display system 276For further details, see “Government and Other Approvals – Intellectual Property” on page 428. Deed of assignment dated July 26, 2024 between our Company and CEAQ Singapore Our Company has entered into a deed of assignment dated July 26, 2024 with CEAQ Singapore for transfer and assignment of the “Tonbo imaging” trademark with the goodwill of the business in relation to which such trademark was being used by CEAQ Singapore, for an aggregate consideration of ₹83,740.00. For further details, see “Government and Other Approvals – Intellectual Property” on page 428. Deed of assignment dated April 25, 2025 between our Company and CEAQ Singapore Our Company has entered into a deed of assignment dated April 25, 2025 with CEAQ Singapore for transfer and assignment of five patents and patent applications to our Company, for an aggregate consideration of ₹85.30. For further details, see “Government and Other Approvals – Intellectual Property” on page 428. Agreements with Key Managerial Personnel or Senior Management or Directors or Promote or any other employee As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by our Key Managerial Personnel or Senior Management or Directors or Promoter or any other employee of our Company, either by themselves or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of our Company. Agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing Regulations As on the date of this Draft Red Herring Prospectus, except as disclosed under “- Summary of key agreements and shareholders’ agreements” on page 274, there are no agreements with our Shareholders, our Subsidiaries, our Promoters, members of our Promoter Group, our related parties, our Directors, our Key Managerial Personnel, our employees, entered into among themselves or with our Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of our Company or impose any restriction or create any liability upon our Company. Holding company As on the date of this Draft Red Herring Prospectus, our Company has no holding company or associates. Subsidiaries, Associates and Joint Ventures Our Subsidiaries As of the date of this Draft Red Herring Prospectus, our Company has the following Subsidiaries in accordance with the Companies Act and SEBI ICDR Regulations: (a) Tonbo LLC; and (b) Tonbo Systems Pty Ltd Tonbo LLC (“Tonbo Armenia”) Corporate Information Tonbo Armenia was incorporated as a limited liability company on September 3, 2024 under the State Register of Legal Entities with the Ministry of Justice, Republic of Armenia. Its registration number is 264.110.1408176, and its registered office is situated at Building 329, Adonts Street, 4/3, Arabkir, Yerevan, Armenia – 0014. Nature of Business Tonbo Armenia is authorized to engage in the business of providing technical and customer support services in relation to maintenance and repair operations of electro-optics and imaging systems. 277Capital Structure The authorised, issued and paid-up share capital of Tonbo Armenia is AMD 40,000 divided into 10 shares of AMD 4,000 each. Shareholding Pattern S. No. Name of shareholders No. of shares of AMD 4,000 each Percentage of share capital (%) 1. Our Company 10 100.00 Total 10 100.00 Brief financial highlights The brief financial highlights for the three months ended June 30, 2025 and the Fiscals 2025, 2024, and 2023 of Tonbo Armenia, as extracted from the audited financial statements of Tonbo Armenia, prepared under Ind AS, of the respective years are as follows: (in AMD million, unless otherwise disclosed) Particulars As of / for the Fiscal Year/ period ended June 30, 2025 March 31, March 31, 2024* March 31, 2023* 2025* Reserves and surplus 3.86 3.80 NA NA Revenue from operations 20.05 28.06 NA NA Profit before tax 0.06 5.96 NA NA Profit after tax 0.06 3.80 NA NA *Since Tonbo Armenia was incorporated on September 3, 2024, financial statements have been prepared for the period from September 3, 2024 to June 30, 2025. Tonbo Systems Pty Ltd (“Tonbo Australia”) Corporate Information Tonbo Australia was incorporated as a limited company on July 10, 2024 with the Australian Securities & Investment Commission, under the laws of Australia. Its company number is 678 996 364, and its registered office is situated at Level 1, 5A South Drive, Bentleigh East Victoria 3165, Australia. Nature of Business Tonbo Australia is authorized to engage in the business of electro-optics and imaging systems. Capital Structure The issued, subscribed and paid-up share capital of Tonbo Australia is AUD 1 divided into 1 share of AUD 1 each. Shareholding Pattern S. No. Name of shareholders No. of shares of AUD 1 each Percentage of share capital (%) 1. Arvind Kondangi 1 100.00 Lakshmikumar (nominee of our Company)* Total 1 100.00 *The Company is in the process of transferring the shareholding held by Arvind Kondangi Lakshmikumar (on behalf of the Company) in Tonbo Australia. Brief financial highlights The brief financial highlights for the three months ended June 30, 2025 and the Fiscals 2025, 2024, and 2023 of Tonbo Australia, as extracted from the audited financial statements of Tonbo Australia, prepared under Ind AS, of the respective years are as follows: (in AUD million, unless otherwise disclosed) 278Particulars As of / for the Fiscal Year/ period ended June 30, 2025 March 31, March 31, 2024* March 31, 2023* 2025* Reserves and surplus 0.04 (0.00) NA NA Revenue from operations 0.36 - NA NA Profit before tax 0.04 (0.00) NA NA Profit after tax 0.04 (0.00) NA NA *Since Tonbo Australia was incorporated on July 10, 2024, financial statements have been prepared for the period from July 10, 2024 to June 30, 2025. There are no amounts of accumulated profits or losses of our Subsidiaries that are not accounted for by the Company. Our Joint Venture MEIL-ICOMM Tonbo Tech Private Limited (“MEIL-ICOMM”) MEIL-ICOMM Tonbo Tech Private Limited was incorporated as a private limited company on October 22, 2020 under the Companies Act, 2013 with the Registrar of Companies, Hyderabad. Its CIN is U29100TG2020PTC145138, and its registered office is situated at Unit No. 22, TIE Balanagar, Hyderabad 500 037, Telangana, India. Nature of Business MEIL-ICOMM Tonbo Tech Private Limited is authorized to engage in the business of design, development, manufacture, assemble, integration, installation, commissioning, testing & evaluation and to act as buyers, sellers, hirers, exporters, importers, dealers and maintainers of night sights thermal imaging equipment along with accessories for 7.62 x51mm assault rifle for certain defence forces and other electronic equipment and accessories / components of every kind and description including, but not limited to, thermal imager, night sight (II Tube), day vision, laser based equipment, missile seekers (IR & laser) electronic warfare equipment, anti drone systems, radar, transmitter, receiver and other opto-electronic equipment as may be required in India and abroad. Capital Structure The authorised capital of MEIL-ICOMM is ₹ 1,000,000 divided into 100,000 equity shares of ₹10 each and the issued, subscribed and paid-up share capital is ₹100,000 divided into 10,000 equity shares of ₹10 each. Shareholding Pattern S. No. Name of shareholders No. of equity shares of Percentage of share capital ₹ 10 each (%) 1. Meghaa Engineering and Infrastructure Limited 4,800 48.00 2. Icomm Tele Limited 2,600 26.00 3. Our Company 2,600 26.00 Total 10,000 100 Additionally, we had made certain investments in an entity, namely, HBL Tonbo Private Limited which is in the process of being struck-off, and an application dated March 17, 2023, has been filed for removal of its name from the register of companies. 279OUR MANAGEMENT In terms of the Companies Act, 2013 and the Articles of Association, our Company is authorised to have a minimum of three Directors and a maximum of 15 Directors. As of the date of this Draft Red Herring Prospectus, our Board has nine Directors, comprising three Executive Directors, three Non-Executive Directors (being Nominee Directors) and three Independent Directors (including one woman Chairperson and Independent Director). The present composition of our Board and its committees is in accordance with the corporate governance requirements prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The following table sets forth details regarding our Board as on the date of this Draft Red Herring Prospectus: Sr. Name, designation, address, occupation, date of Age (in Directorships in other companies No. birth, term, period of directorship and DIN years) 1. So nal Shrivastava 55 Indian companies Designation: Chairperson and Independent Director International Asset Reconstruction Company Private Limited Address: D302, Oberoi Splendor, JVLR, Opposite Majas Bus Depot, Jogeshwari East, Mumbai 400 060, Maharashtra, India Foreign companies Occupation: Service Nil Date of birth: June 7, 1970 Term: Two years with effect from September 29, 2025 Period of directorship: Since September 29, 2025 DIN: 06497446 2. Ar vind Kondangi Lakshmikumar 49 Indian companies Designation: Managing Director and Chief Executive HBL Tonbo Private Limited*; and Officer Foreign companies Address: 235, 18th Main 6th Block, Koramangala Club, Koramangala, Bangalore South, Bengaluru 560 095, Tonbo Systems Pty Ltd; and Karnataka, India UAB Tonbo Imaging Occupation: Business *Under striking off. Date of birth: July 12, 1976 Term: Five years with effect from December 1, 2025 and liable to retire by rotation^^ Period of directorship: Since July 4, 2008 DIN: 02261469 3. An kit Kumar 43 Indian companies Designation: Executive Director and Chief Business and Nil Revenue Officer Foreign companies Address: #124, Concorde Cuppertino, Neeladri Road, Opp Wipro Gate No.16, Electronic City Phase 1, Nil Bangalore South, Electronics City, Bengaluru 560 100, Karnataka, India Occupation: Business Date of birth: July 13, 1982 Term: Five years with effect from August 1, 2025 and liable to retire by rotation Period of directorship: Since December 28, 2012 280Sr. Name, designation, address, occupation, date of Age (in Directorships in other companies No. birth, term, period of directorship and DIN years) DIN: 02953852 4. Ce cilia D’Souza 51 Indian companies Designation: Executive Director and Chief Commercial Nil Officer Foreign companies Address: #48 Marcelle Ville, Netaji Road, Near Coles Park, Bangalore North, Bengaluru 560 005, Karnataka, Nil India Occupation: Business Date of birth: July 30, 1974 Term: Five years with effect from August 1, 2025 and liable to retire by rotation Period of directorship: Since August 14, 2012 DIN: 06380429 5. Am it Dilip Shah 61 Indian companies Designation: Nominee Director* Matter Motor Works Private Limited. Address: 13818, La Paloma Road, Los Altos Hills, CA Foreign companies 94022, California, United States CEAQ Singapore Occupation: Business Date of birth: December 15, 1964 Term: Liable to retire by rotation Period of directorship: Since June 29, 2023 DIN: 00994870 6. Sa i Ram Edara 61 Indian companies Designation: Nominee Director# Xalten Systems Private Limited Address: 2-2-647/284/A, Dwarakamayee Flat no. 2A, C Foreign companies E Colony, Bagh Amberpet, Opp Ayappa Temple, Hyderabad 500 013, Telangana, India Nil Occupation: Employment Date of birth: August 27, 1964 Term: Liable to retire by rotation Period of directorship: Since June 29, 2023 DIN: 00538026 7. Ma thew Cyriac 56 Indian companies Designation: Nominee Director^ Access Engineering Products Private Limited; Address: Flat No. 1908, The Imperial, B B Nakashe Data Patterns (India) Limited; Marg, AC Market Tardeo, Tulsiwadi, Mumbai 400 034, Elimath Advisors Private Limited; Maharashtra, India Elimath Strategies Private Limited; Florintree Advisors Private Limited; Occupation: Business Florintree Evolution Private Limited; Florintree Managers Private Limited; 281Sr. Name, designation, address, occupation, date of Age (in Directorships in other companies No. birth, term, period of directorship and DIN years) Date of birth: May 20, 1969 Gokaldas Exports Limited; Ideaforge Technology Limited; Term: Liable to retire by rotation Nutrifresh Farm Tech India Private Limited; and Period of directorship: Since March 27, 2025 Synapsewave Innovations Private Limited. DIN: 01903606 Foreign companies Nil 8. Ri shikesha Thiruvenkata Krishnan 61 Indian companies Designation: Independent Director Forum for Indian Accounting Research; Gujrat State Petronet Limited; Address: G- 501, Nagarjuna Green Ridge Apartment, 80 Higher Education Financing Agency; Feet Road, 27th Cross, 19th Main Road, HSR Layout, IIMB Development Foundation; Sector 2, Bangalore 560 102, Karnataka, India IIMBX Digital Learning Foundation; Samshiksha Private Limited*; and Occupation: Service Wheels India Limited. Date of birth: February 6, 1964 Foreign companies Term: Two years with effect from September 29, 2025 Nil Period of directorship: Since September 29, 2025 *Under striking off. DIN: 00064067 9. La kshminarayana R Kollengode 59 Indian companies Designation: Independent Director Azim Premji Foundation for Development; Azim Premji Foundation; Address: #68/1, Rainbow Drive Sarjapur Road, Azim Premji Philanthropic Initiatives Doddakannelli, Chikkabellandur, Carmelaram, South Private Limited; Bangalore, Bangalore 560 035, Karnataka India Azim Premji Trust Services Private Limited; Occupation: Service Azim Premji Trustee Company Private Limited; Date of birth: June 4, 1966 Fab India Limited; and Hasham Premji Private Limited. Term: Two years with effect from September 29, 2025 Foreign companies Period of directorship: Since September 29, 2025 Nil DIN: 06365409 *Appointed as a Nominee Director of CEAQ Singapore. #Appointed as a Nominee Director of HBL Engineering Limited. ^Appointed as a Nominee Director of Florintree Flowtech LLP. ^^ The Board and the Shareholders have accorded their approval for the appointment of Arvind Kondangi Lakshmikumar as the Managing Director, by way of their resolutions dated December 20, 2025 each. Further, as Arvind Kondangi Lakshmikumar is a non-resident Indian, our Company has also made an application for the approval of the Government of India for such appointment in accordance with Section 196 of the Companies Act 2013 read with Schedule V thereto. Brief profiles of our Directors Sonal Shrivastava is the Chairperson and Independent Director of our Company. She has been associated with our Company since September 29, 2025. She holds a bachelor’s degree in science (chemical engineering) from Vinoba, Bhave University, Hazaribag and a master’s degree in management studies from Jamnalal Bajaj Institute of Management Studies, University of Mumbai. She has over 25 years of experience in the finance and management sectors. She was previously associated with, among others, Lafarge India Limited as their senior manager – business development and Lafarge Aggregates & Concrete India Private Limited as their chief financial officer, Suzlon Energy Limited as their deputy general manager of corporate finance, Duet Capital as their chief financial officer, Holcim Services (South Asia) Limited as the chief financial officer for Asia, Middle East & Africa and the Asia Pacific regions, and Vedanta Limited as the their president and group chief financial officer. She is currently associated with Waaree Energy Limited as their chief financial officer. 282Arvind Kondangi Lakshmikumar is the Managing Director and Chief Executive Officer of our Company. He has been associated with our Company since April 11, 2005. He is responsible for providing overall strategic direction to our Company ensuring that our Company’s technology development aligns with our long-term business goals. He holds a master’s degree in engineering (software systems) from The Birla Institute of Technology and Science, Pilani. He has also won the ‘SME Entrepreneur of the Year’ by CNBC on July 25, 2025. He has over 20 years of experience in raising capital, running our product engineering teams globally and managing government and enterprise sales at our Company. Ankit Kumar is the Executive Director and Chief Business and Revenue Officer of our Company. He has been associated with our Company since June 13, 2005. Ankit leads our global revenue growth by executing our Company’s business strategy, driving international sales including in NATO countries, and expanding market presence across the defence sector. He is responsible for cultivating strategic customer and government relationships, identifying opportunities to align our Company’s offerings with evolving operational needs in global defence markets. He holds a bachelor’s degree of technology (honours) in computer science and engineering from the International Institute of Information Technology, Hyderabad. He has over 20 years of experience in running our research and development programs in defence, surveillance and automotive safety globally and is a domain expert in optics, computer vision and machine learning. Cecilia D’Souza is the Executive Director and Chief Commercial Officer of our Company. She has been associated with our Company since June 15, 2005. She is responsible for developing long-term strategic commercial plans, managing commercial teams and budgets and identifying commercial opportunities for the long-term growth of our Company. She has passed the final examination for bachelor’s degree in science from Bangalore University and is a qualified chartered accountant and member of the Institute of Chartered Accountants of India. She has over 20 years of experience in finance, accounting and management of our multi-location international business and has a strong background in international accounting, mergers and acquisitions, procurement and operational logistics. Amit Dilip Shah is a Nominee Director of our Company. He has been associated with our Company since June 29, 2023. He holds a bachelor’s degree in engineering from the Maharaja Sayajirao University of Baroda. He has over 25 years of experience in venture capital. He is currently associated with Artiman Management LLC as their managing member. Sai Ram Edara is a Nominee Director of our Company. He has been associated with our Company since June 29, 2023. He holds a bachelor’s degree in commerce and law from Osmania University, Hyderabad. He holds membership of the Institute of Chartered Accountants of India and Institute of Company Secretaries of India as a fellow. He also holds a certificate as a Certified Public Accountant issued by Guam Board of Accountancy. He has over 30 years of experience in the manufacturing, finance and legal sectors. He was previously associated with Tyche Electronics Limited, Shaw Wallace & Co. Limited, Alembic Limited, Neuland Laboratories as the general manager - finance, and The Andhra Pradesh Paper Mills Limited as the chief financial officer. He was also associated with NSL Sugars Limited and Ganga Kaveri Seeds Private Limited as their chief financial officer and with the Archean Group as the group chief financial officer. He is currently associated with HBL Engineering Limited as their chief financial officer. Mathew Cyriac is a Nominee Director of our Company. He has been associated with our Company since March 27, 2025. He holds a bachelor’s degree in engineering (mechanical engineering) from Anna University, Madras and a post graduate diploma in management from the Indian Institute of Management, Bangalore where he was awarded the “IIMB Medal” for securing the first rank in his programme. He has over 26 years of experience in finance and management sectors. He was previously associated with Blackstone Advisors India Private Limited as their senior managing director and co-head of their India private equity group. He was also associated with Bank of America, Credit Suisse First Boston Corporation and DLJ Merchant Banking Partners. Rishikesha Thiruvenkata Krishnan is an Independent Director of our Company. He has been associated with our Company since September 29, 2025. He holds a master’s degree in science (physics) from the Indian Institute of Technology, Kanpur and a master’s degree in science from Stanford University. He has also completed the fellow programme in management from the Indian Institute of Management, Ahmedabad and has been conferred the title of “Fellow of the Indian Institute of Management Ahmedabad”. He has over 27 years of experience in the fields of management and corporate strategy. He has been a member of the faculty at the Indian Institute of Management Bangalore since May 1996 and the director of the Indian Institute of Management, Bangalore from July 2020 to July 2025. He has also served as the director of the Indian Institute of Management, Indore from January 2014 to December 2018. 283Lakshminarayana R Kollengode is an Independent Director of our Company. He has been associated with our Company since September 29, 2025. He holds a bachelor’s degree in commerce from Bangalore University and a post graduate diploma in management and a Ph.D. equivalent from the Indian Institute of Management, Lucknow. He has also passed the final examination of the Institute of Cost Accountants of India. He has over 30 years of experience in strategy and risk management and was previously associated with Wipro Limited as their chief strategy officer and is currently associated with Azim Premji Foundation for Development as their chief endowment officer. Relationship between Directors, Key Managerial Personnel and Senior Management None of our Directors, Key Managerial Personnel and Senior Management are related to each other. Arrangement or understanding with major shareholders, customers, suppliers or others Other than Amit Dilip Shah, Sai Ram Edara and Mathew Cyriac, who have been appointed pursuant to the Shareholders’ Agreement, there is no arrangement or understanding with major Shareholders, customers, suppliers or others, pursuant to which any of our Directors have been appointed. For further details, see “History and Certain Corporate Matters – Summary of key agreements and shareholders’ agreements - Subscription and restated shareholders’ agreement dated February 6, 2025 entered into between our Company, HBL Engineering Limited, our Promoters, CEAQ Singapore, CEAQ India, Timothy Guy Mitchell, Serial Innovations Employee Stock Option Trust, Artiman Partners LLC, Artiman Ventures Select 2014 L.P., Artiman Ventures Select 2014 Principals Fund L.P., Amit Dilip Shah (as registered owner for Amit Shah Family Trust as the beneficial owner), Ramesh Radhakrishnan, Meghaa Karnani (as registered owner for Palita Associates as the beneficial owner), SSV Advisory Services LLP, Vinimaya Advisory LLP, Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar, Neville Manuel Fernandes and Mellita Fernandes, Nitin Agarwal (HUF), Anand Ladsariya, Shereen Bhan, Florintree Flowtech LLP, Yali Deeptech Fund I, Tenacity Ventures Fund – I, Export-Import Bank of India, Pranav Parikh, Paramjit Singh, Tonbo Imaging Inc and UAB Tonbo Imaging as amended by the amendment and waiver agreement dated December 20, 2025” on page 274. Terms of Appointment of Directors Terms of appointment of our Managing Director and Chief Executive Officer Pursuant to an appointment letter dated December 1, 2025, a resolution passed by our Board at its meeting dated December 20, 2025 and a special resolution passed by our Shareholders at their meeting dated December 20, 2025, Arvind Kondangi Lakshmikumar, our Managing Director and Chief Executive Officer is entitled to receive the following remuneration and perquisites: (in ₹ million) Particulars Remuneration* Fixed remuneration 30.00 Other benefits 0.76 Performance linked bonus 30.76 Terms of appointment of our Executive Directors Pursuant to appointment letters dated April 1, 2025 and December 1, 2025 and a resolution passed by our Board at its meeting dated December 20, 2025 and a special resolution passed by our Shareholders at their meeting dated December 20, 2025, Ankit Kumar, our Executive Director and Chief Business and Revenue Officer, in his capacity as our Chief Business and Revenue Officer, is entitled to receive the following remuneration and perquisites: (in ₹ million) Particulars Remuneration* Fixed remuneration 15.00 Other benefits 0.40 Performance linked bonus 15.00 Pursuant to appointment letters dated March 1, 2024 and December 1, 2025 and a resolution passed by our Board at its meeting dated December 20, 2025 and a special resolution passed by our Shareholders at their meeting dated December 20, 2025, Cecilia D’Souza, our Executive Director and Chief Commercial Officer in her capacity as our Chief Commercial Officer, is entitled to receive the following remuneration and perquisites: (in ₹ million) 284Particulars Remuneration* Fixed remuneration 15.00 Other benefits 0.40 Terms of appointment of our Nominee Directors and Independent Directors Pursuant to a Board resolution dated September 29, 2025 and an ordinary Shareholders’ resolution dated October 17, 2025, Lakshminarayana R Kollengode and Rishikesha Thiruvenkata Krishnan, our Independent Directors, are entitled to (a) sitting fees of ₹ 0.10 million for each meeting of our Board; and (ii) ₹ 0.075 million for each meeting of any duly constituted committee of our Board. Further, pursuant to a Board resolution dated September 29 , 2025 and an ordinary Shareholders’ resolution dated October 17, 2025, Sonal Shrivastava, our Chairperson and Independent Director, is entitled to (a) sitting fees of ₹ 0.20 million for each meeting of our Board; and (b) ₹ 0.075 million for each meeting of any duly constituted committee of our Board. The Nominee Directors of our company are not entitled to any remuneration or sitting fee. Accordingly, the Nominee Directors of our Company has not been paid any remuneration in Financial Year 2025. Payment or benefit to our Directors Remuneration paid to our Managing Director and Chief Executive Officer and our Executive Directors Details of remuneration paid to our Managing Director and Chief Executive Officer and our Executive Directors for Fiscal 2025 is set forth below: S. No. Name of the Director Remuneration (in ₹ million) 1. Ankit Kumar Nil 2. Arvind Kondangi Lakshmikumar Nil 3. Cecilia D’Souza 13.87 Remuneration paid to our Nominee Directors Our Nominee Directors have not received any compensation from our Company in Fiscal 2025. Remuneration paid to our Independent Directors Since our Independent Directors were appointed in Fiscal 2026, they were not paid any remuneration in Fiscal 2025. Remuneration paid or payable to our Directors from our Subsidiaries None of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from any of our Subsidiaries for Fiscal 2025. Bonus or profit sharing plan for our Directors None of our Directors are party to any bonus or profit-sharing plan of our Company. Shareholding of our Directors in our Company Except as stated in “Capital Structure - Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company” on page 116, none of our Directors hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus. None of our Directors hold or are required to hold any qualification shares. Contingent and deferred compensation payable to our Directors No contingent or deferred compensation was accrued or payable to our Directors in Fiscal 2025. Service contracts with Directors There are no service contracts entered into with any Directors, which provide for benefits upon termination of employment. Interest of Directors 285Our Directors may be deemed to be interested to the extent of (i) remuneration and other benefits, if any, to which they are entitled in accordance with the terms of their appointment, reimbursement of expenses incurred by them in the ordinary course of business, if any, payable to them by our Company as well as sitting fees, if any, payable to them for attending meetings of our Board or a committee thereof; (ii) transactions in the ordinary course of business with companies in which our Directors hold directorship; (iii) Equity Shares, if any (together with dividends in respect of such Equity Shares), held by them or entities in which they are associated as partners, promoters, directors, proprietors, members or trustees, or that may be Allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Offer and any dividend and other distributions payable in respect of such Equity Shares; and (iv) their directorship on the board of directors of, and/ or their shareholding in our Subsidiaries. Interest in land and property Except as stated below, none of our Directors have any interest in property acquired or proposed to be acquired of or by our Company: Our Corporate Office is situated on premises that is leased to our Company by Arvind Kondangi Lakshmikumar, our Promoter, Managing Director and Chief Executive Officer pursuant to a lease deed dated December 2, 2024 read with the renewal lease deed dated November 1, 2025 and is valid up to September 30, 2026. For further details, please refer to “Restated Consolidated Financial Statements – Note 45 - Related Party Transactions” on page 375. As of the date of this Draft Red Herring Prospectus, none of our Directors have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery. Interest in promotion or formation of our Company Except Ankit Kumar, Arvind Kondangi Lakshmikumar and Cecilia D’Souza, who are also the Promoters of our Company, none of our Directors have an interest in the promotion or formation of our Company, as on the date of this Draft Red Herring Prospectus. Confirmations Our Directors are not, and during the five years prior to the date of this Draft Red Herring Prospectus, have not been on the board of any listed company whose shares have been/ were suspended from being traded on the stock exchange(s) during the term of their directorship in such company. None of our Directors have been or are directors on the board of any listed companies which was or has been delisted from any stock exchange(s) during the term of their directorship in such companies. No sum in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors, or to the firms or companies in which they are interested as a member by any person either to induce such director to become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her or by the firm or company in which he/she is interested, in connection with the promotion or formation of our Company. Changes in our Board during the last three years The changes in our Board during the three years immediately preceding the date of this Draft Red Herring Prospectus are set forth below. Name of Director Date of change Reasons Rishikesha September 29, 2025 Appointment as an Independent Director(1) Thiruvenkata Krishnan Lakshminarayana R September 29, 2025 Appointment as an Independent Director(1) Kollengode Sonal Shrivastava September 29, 2025 Appointment as an Independent Director(1) Matthew Cyriac March 27, 2025 Appointment as Nominee Director(2) Amit Dilip Shah June 29, 2023 Appointment as Nominee Director(3) Sai Ram Edara June 29, 2023 Appointment as Nominee Director(4) (1) Regularised as an Independent Director by way of an ordinary resolution of our Shareholders passed at their meeting dated October 17, 2025. (2) Regularised as a Nominee Director of Florintree Flowtech LLP by way of an ordinary resolution of our Shareholders passed at their meeting dated June 13, 2025. 286(3) Regularised as a Nominee Director of CEAQ Singapore by way of an ordinary resolution of our Shareholders passed at their meeting dated September 29, 2023. (4) Regularised as a Nominee Director of HBL Engineering Limited by way of an ordinary resolution of our Shareholders passed at their meeting dated September 29, 2023. Borrowing Powers Our Board is empowered to borrow money in accordance with Section 179 and Section 180 of the Companies Act 2013. Corporate Governance Our Company is in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations (as applicable to equity listed companies), the Companies Act, 2013 and the SEBI ICDR Regulations, in respect of corporate governance, including in relation to the constitution of our Board and committees thereof. Board committees Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the Companies Act, 2013: a. Audit Committee; b. Nomination and Remuneration Committee; c. Stakeholders’ Relationship Committee; d. Risk Management Committee; and e. Corporate Social Responsibility Committee. Audit Committee The Audit Committee was constituted pursuant to a resolution passed by our Board at its meeting dated October 17, 2025. The composition and terms of reference of the Audit Committee are in compliance with Section 177 and other applicable provisions of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The Audit Committee currently comprises: S. No. Name Designation Position in the Committee 1. Lakshminarayana R Independent Director Chairman Kollengode 2. Rishikesha Thiruvenkata Independent Director Member Krishnan 3. Sai Ram Edara Nominee Director Member The Company Secretary shall act as the secretary to the Audit Committee. Scope and terms of reference: The Audit Committee shall have powers, including the following: • to investigate any activity within its terms of reference; • to seek information from any employee; • to obtain outside legal or other professional advice; • to secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed under the Companies Act, 2013 (together with the rules thereunder) and the SEBI Listing Regulations; and • such other powers as may be prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. 287The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s) from time to time, the following: (a) oversight of the Company’s financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible; (b) recommendation to our Board for appointment, re-appointment, replacement, remuneration and other terms of appointment of statutory auditors of the Company and the fixation of the audit fee; (c) approval of payment to statutory auditors for any other services rendered by the statutory auditors; (d) examining and reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to: (1) matters required to be included in the director’s responsibility statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; (2) changes, if any, in accounting policies and practices and reasons for the same; (3) major accounting entries involving estimates based on the exercise of judgment by management; (4) significant adjustments made in the financial statements arising out of audit findings; (5) compliance with listing and other legal requirements relating to financial statements; (6) disclosure of any related party transactions; and (7) qualifications and modified opinion(s) in the draft audit report. (e) reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval; (f) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter. (g) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process; (h) approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed, by the independent directors who are members of the Audit Committee; (1) Recommend criteria for omnibus approval or any changes to the criteria for approval of the Board; (2) Make omnibus approval for related party transactions proposed to be entered into by the Company for every financial year as per the criteria approved; (3) Review of transactions pursuant to omnibus approval; (4) Make recommendation to the Board, where Audit Committee does not approve transactions other than the transactions falling under Section 188 of the Companies Act, 2013. Explanation: The term “related party transactions” shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013. 288(i) scrutiny of inter-corporate loans and investments; (j) valuation of undertakings or assets of the Company, wherever it is necessary; (k) approval of related party transactions to which the subsidiary(ies) of the Company is party but the Company is not a party, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds ₹10,000 million or 10% of the annual consolidated turnover as per the last audited financial statements of the Company, whichever is lower, subject to such other conditions prescribed under the SEBI Listing Regulations; (l) evaluation of internal financial controls and risk management systems; (m) reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems; (n) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; (o) discussion with internal auditors of any significant findings and follow-up thereon; (p) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; (q) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; (r) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; (s) reviewing the functioning of the whistle blower mechanism; (t) monitoring the end use of funds raised through public offers and related matters; (u) overseeing the vigil mechanism established by the Company, with the chairperson of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases; (v) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; (w) reviewing the utilization of loans and/or advances from/investment by the Company in its subsidiary(/ies) exceeding ₹1,000.00 million or 10% of the asset size of the subsidiary(/ies), whichever is lower including existing loans/ advances/ investments; (x) review the financial statements, in particular, the investments made by any unlisted subsidiary; (y) considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; (z) approving the key performance indicators (“KPIs”) for disclosure in the offer documents, and approval of KPIs once every year, or as may be required under applicable law; and (aa) carrying out any other functions required to be carried out by the Audit Committee as may be decided by the Board and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to time. Nomination and Remuneration Committee The Nomination and Remuneration Committee was constituted pursuant to a resolution passed by our Board at its meeting dated October 17, 2025. The composition and the terms of reference of the Nomination and 289Remuneration Committee are in compliance with Section 178 and other applicable provisions of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee currently comprises: S. No. Name Designation Position in the Committee 1. Rishikesha Thiruvenkata Krishnan Independent Director Chairman 2. Lakshminarayana R Kollengode Independent Director Member 3. Amit Dilip Shah Nominee Director Member Scope and terms of reference: The Nomination and Remuneration Committee shall be responsible for, among other things, the following: 1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to our Board a policy relating to the remuneration of the directors, key managerial personnel and other employees (“Remuneration Policy”); 2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: (a) use the services of external agencies, if required; (b) consider candidates from a wide range of backgrounds, having due regard to diversity; and (c) consider the time commitments of the candidates. 3. Formulation of criteria for evaluation of performance of independent directors and the Board; 4. Devising a policy on Board diversity; 5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out evaluation of every director’s performance (including independent director); 6. Analysing, monitoring and reviewing various human resource and compensation matters; 7. Determining the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors; 8. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; 9. recommend to the board, all remuneration, in whatever form, payable to senior management; 10. Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time; 11. The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that: 1. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; 2. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and 2903. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. 12. Perform such functions as are required to be performed under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, including the following: (a) administering any existing and proposed employee stock option schemes formulated by the Company from time to time (the “Plan”); (b) determining the eligibility of employees to participate under the Plan; (c) granting options to eligible employees and determining the date of grant; (d) determining the number of options to be granted to an employee; (e) determining the exercise price under the Plan; and (f) construing and interpreting the Plan and any agreements defining the rights and obligations of the Company and eligible employees under the Plan, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the Plan. 13. Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: 1. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and 2. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable. 14. Carrying out any other activities as may be delegated by the Board of Directors of the Company, functions required to be carried out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to time. Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was constituted pursuant to a resolution passed by our Board at its meeting dated October 17, 2025. The composition and terms of reference of the Stakeholders’ Relationship Committee are in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently comprises: S. No. Name Designation Position in the Committee 1. Rishikesha Thiruvenkata Krishnan Independent Director Chairman 2. Cecilia D’Souza Executive Director Member 3. Matthew Cyriac Nominee Director Member Scope and terms of reference The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required by the under applicable law, the following: 1. considering and looking into various aspects of interest of shareholders, debenture holders and other security holders; 2. resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, approving issue of new/duplicate certificates, general meetings etc.; 2913. giving effect to allotment of equity shares, approval of transfer or transmission of equity shares, debentures or any other securities; 4. issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; 5. review of measures taken for effective exercise of voting rights by shareholders; 6. review of adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent; 7. review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; 8. resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of security cover and any other covenants; and 9. carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as contained in the Companies Act, 2013 or the SEBI Listing Regulations or any other applicable law, as and when amended from time to time. Risk Management Committee The Risk Management Committee was constituted pursuant to a resolution passed by our Board at its meeting dated October 17, 2025. The composition and terms of reference of the Risk Management Committee are in compliance with Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee currently comprises: S. No. Name Designation Position in the Committee 1. Lakshminarayana R Independent Director Chairperson Kollengode 2. Sonal Shrivastava Independent Director Member 3. Cecilia D’Souza Executive Director Member 4. Ankit Kumar Executive Director Member Scope and terms of reference: 1. Review, assess and formulate the risk management system and policy of the Company from time to time and recommend for an amendment or modification thereof, which shall include: 1. a framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, environment, social and governance related risks), information, cyber security risks or any other risk as may be determined by the Risk Management Committee; 2. measures for risk mitigation including systems and processes for internal control of identified risks; and 3. business continuity plan; 2. Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; 3. Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; 4. Periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity, and recommend for any amendment or modification thereof, as necessary; 5. Keep the Board of the Company informed about the nature and content of its discussions, recommendations and actions to be taken; 6. Review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any); 2927. To implement and monitor policies and/or processes for ensuring cyber security; 8. To coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board; and 9. Any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. In addition to the above, our Company has also constituted the Corporate Social Responsibility Committee and an IPO Committee. [The remainder of this page has been intentionally left blank] 293Management Organization Chart 294Key Managerial Personnel and Senior Management Key Managerial Personnel In addition to Arvind Kondangi Lakshmikumar, our Managing Director and Chief Executive Officer, Ankit Kumar, our Executive Director and Chief Business and Revenue Officer and Cecilia D’Souza, our Executive Director and Chief Commercial Officer whose details are provided in “- Brief Profiles of our Directors” on page 282, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are set forth below. Ankita Agarwalla is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company since January 18, 2024. She is responsible for managing corporate governance matters, ensuring compliance with applicable regulations, and associated administrative support for our Company. She holds a bachelor’s degree in commerce from Osmania University and a bachelor’s degree in law from Osmania University. She is an associate member of the Institute of Company Secretaries of India. Prior to joining our Company, she has been associated with Spinnmax Tyres Private Limited as their company secretary and Absolute Barbecue Private Limited as their senior manager-1 in finance and accounts department. She received a compensation of ₹ 1.10 million in Fiscal 2025. Tiruvidaimarudhur Srivatsan Sivashankar is the Chief Financial Officer of our Company. He has been associated with our Company since October 3, 2023. He is responsible for overall finance operations including accounting, banking and investor relationships, development of annual and long-term operating and strategic plans and management interface with our Board. He holds a bachelor’s degree in technology (electrical engineering) from the Indian Institute of Technology, Madras and a post-graduate diploma in management from the Indian Institute of Management, Lucknow. He was previously associated with Citibank and Arpwood Capital Private Limited as Operating Partner. He received a compensation of ₹ 7.19 million in Fiscal 2025. Senior Management In addition to our Chief Financial Officer and our Company Secretary and Compliance Officer, who are also our Key Managerial Personnel and whose details have been disclosed above, the details of our Senior Management as on the date of this Draft Red Herring Prospectus are set forth below. Munjal Suresh Chheda is the chief operating officer of our Company. He has been associated with our Company since July 1, 2016. He is responsible for oversight and management of our Company's day-to-day operations and implementing its business strategy, including developing operational strategies, optimizing production processes, and setting performance metrics across our departments. He holds a bachelor’s degree in engineering (honours) in mechanical engineering and a master’s degree in science (honours) in chemistry from the Birla Institute of Technology & Science, Pilani and a master’s degree in science (materials science and engineering) from the University of Washington. He was previously associated with Ceradyne India Private Limited as their general manager. He received a compensation of ₹ 9.33 million in Fiscal 2025. Prasanth Allada is the chief technology officer of our Company. He has been associated with our Company since October 30, 2008 and has been appointed as the chief technology officer of our Company since December 18, 2023. He is responsible for formulating the internal technology strategy of our Company and managing technical operations, overseeing research and development and driving revenue through technical expertise. He holds a bachelor’s degree in technology (honours) in computer science and engineering from the International Institute of Information Technology, Hyderabad and a post graduate diploma in management from the Indian Institute of Management, Bangalore. He received a compensation of ₹ 8.33 million in Fiscal 2025. Rajendra Kumar D is the vice president – strategic partnerships & project management office of our Company. He has been associated with our Company since December 8, 2016 and has been appointed as vice president – strategic partnerships & project management office since April 1, 2024. He is responsible for developing and managing key relationships with defence, government, and international partners of our Company. His role focuses on evaluating and executing partnerships, and collaborations to ensure alignment with our Company’s long-term business objectives. He holds a bachelor’s degree in engineering (electronics and communication) from Bangalore University and a certificate in business management from Management Development Institute, Gurgaon. He has completed the security assistance management international course from Defence Institute of Security Assistance Management, New Delhi. He has also completed a post graduate programme in management from Institute of Management Technology, Ghaziabad. He was previously associated with the Indian Navy and Larsen & Toubro Limited. He received a compensation of ₹ 4.29 million in Fiscal 2025. 295Shilpa Muthamma M A is the head - human resources of our Company. She has been associated with our Company since January 23, 2017 and has been appointed as head – human resource since April 1, 2022. She is responsible for developing and executing our human resource strategy in alignment with our Company’s business goals, leading talent acquisition and employee relations of our Company. She holds a bachelor’s degree in commerce (financial management, financial service & markets) from Bangalore University and a post graduate diploma in business administration from Mount Carmel Institute of Management, Bangalore. She was previously associated with Shrujan, Mcube Investment Software Private Limited Emerson Network Power (India) Private Limited, and Tavant Technologies India Private Limited. She has been recognised by Transformedia Private Limited for her emerging leadership and innovative contributions to the HR landscape. She received a compensation of ₹ 3.30 million in Fiscal 2025. Status of Key Managerial Personnel and Senior Management All our Key Managerial Personnel and Senior Management are permanent employees of our Company. Bonus or profit sharing plan for the Key Managerial Personnel and Senior Management None of our Key Managerial Personnel or Senior Management are party to any bonus or profit-sharing plan of our Company. Shareholding of our Key Managerial Personnel and Senior Management in our Company Except as disclosed in “Capital Structure – Shareholding of our Directors, Key Managerial Personnel and Members of Senior Management in our Company” on page 116, none of our Key Managerial Personnel or Senior Management hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus. Service Contracts with Key Managerial Personnel and Senior Management Other than statutory benefits upon termination of employment in our Company or superannuation available to certain of our Key Managerial Personnel and Senior Management, our Company has not entered into any service contracts, pursuant to which its Key Managerial Personnel or Senior Management are entitled to benefits upon termination of employment. Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management There is no contingent or deferred compensation payable to our Key Managerial Personnel or Senior Management, which accrued in Fiscal 2025. Arrangements and understanding with major shareholders, customers, suppliers or others None of the Key Managerial Personnel or Senior Management of our Company have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others. Interest of Key Managerial Personnel and Senior Management Other than as provided in “– Interest of Directors” on page 28 and to the extent of (i) their remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them in the ordinary course of business; and (ii) the Equity Shares and stock options, if any (together with dividends in respect of such Equity Shares) held by them in our Company, none of our Key Managerial Personnel or Senior Management have any interest in our Company. Our Key Managerial Personnel or Senior Management may also be deemed to be interested to the extent of options to be granted to them under the ESOP Scheme. For details, see “Capital Structure – Employee Stock Option Scheme” on page 118. Changes in Key Managerial Personnel or Senior Management during the last three years Other than as set forth below, there are no other changes in our Key Managerial Personnel or Senior Management in the three years immediately preceding the date of this Draft Red Herring Prospectus: Name Date Reason Arvind Kondangi December 1, 2025 Appointment as Chief Executive Officer# Lakshmikumar Ankita Agarwalla January 18, 2024 Appointment as Company Secretary of our Company* Sadhana Inderchandji January 18, 2024 Resignation as company secretary of our Company 296Name Date Reason Tiruvidaimarudhur October 3, 2023 Appointment as the Chief Financial Officer of our Company Srivatsan Sivashankar *Subsequently appointed as Compliance Officer on September 29, 2025. #Appointed as the Manging Director and Chief Executive Officer. Employee stock option and stock purchase schemes For details of the ESOP Scheme, see “Capital Structure – Employee Stock Option Scheme” on page 118. Payment or benefit to Key Managerial Personnel and Senior Management of our Company No amount or benefit has been paid or given to any officer of our Company within the two years preceding the date of filing of this Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment. 297OUR PROMOTERS AND PROMOTER GROUP The Promoters of our Company are as follows: (a) Ankit Kumar; (b) Arvind Kondangi Lakshmikumar; and (c) Cecilia D’Souza. As on the date of this Draft Red Herring Prospectus, our Promoters hold in aggregate 9,982,600 Equity Shares of face value ₹2 each, which constitutes 17.43% of the issued, subscribed and paid-up Equity Share capital of our Company. For details on shareholding of our Promoters in our Company, see “Capital Structure – History of the share capital - Build-up of Promoters’ shareholding in our Company” on page 107. Details of our Promoters Ankit Kumar Ankit Kumar, born on July 13, 1982, aged 43 years, is the Executive Director and Chief Business Revenue Officer of our Company. His permanent residence is at #124, Concorde Cuppertino, Neeladri Road, Opp Wipro Gate No.16, Electronic City Phase 1, Bangalore South, Electronics City, Bengaluru 560 100, Karnataka, India. For Ankit Kumar’s complete profile, along with details of his educational qualifications, experience in the business, special achievements, directorships in other entities, business and financial activities, see “Our Management – Brief profiles of our Directors” on page 282. For details of other ventures, see “Entities forming part of the Promoter Group” and “Our Management” on pages 300 and 280. His PAN is AQCPK0124H. Arvind Kondangi Lakshmikumar Arvind Kondangi Lakshmikumar, born on July 12, 1976, aged 49 years, is the Managing Director and Chief Executive Officer of our Company. His permanent residence is at 235, 18th Main 6th Block, Koramangala Club, Koramangala, Bangalore South, Bengaluru 560 095, Karnataka, India. For Arvind Kondangi Lakshmikumar’s complete profile, along with details of his educational qualifications, special achievements, experience in the business, directorships in other entities, business and financial activities, see “Our Management – Brief profiles of our Directors” on page 282. For details of other ventures, see “Entities forming part of the Promoter Group” and “Our Management” on pages 300 and 280 respectively. His PAN is AAJPA7701R. 298Cecilia D’Souza Cecilia D’Souza, born on July 30, 1974, aged 51 years, is the Executive Director and Chief Commercial Officer of our Company. Her permanent residence is #48 Marcelle Ville, Netaji Road, Near Coles Park, Bangalore North, Bengaluru 560 005, Karnataka, India. For Cecilia D’Souza’s complete profile, along with details of her educational qualifications, experience in the business, special achievements, directorships in other entities, business and financial activities, see “Our Management – Brief profiles of our Directors” on page 282. For details of other ventures, see “Entities forming part of the Promoter Group” and “Our Management” on pages 300 and 280 respectively. Her PAN is AEQPD5167D. Our Company confirms that the permanent account number, bank account number(s), Aadhaar card number, driving license number and passport number of each of our Promoters will be submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus. Details of change in control of our Company There has been no change in control in our Company in the five years preceding the date of this Draft Red Herring Prospectus. Further, pursuant to the resolution of our Board at their meeting dated September 29, 2025, Ankit Kumar, Arvind Kondangi Lakshmikumar, and Cecilia D’Souza have been identified as the Promoters of our Company. We are a supplier under “Indigenously-Designed, Developed and Manufactured” (“IDDM”) under India’s Defence Acquisition Procedure 2020 (“DAP 2020”). IDDM is a part of India’s ‘Make in India’ initiative for defence. In order to be an eligible IDDM vendor under the DAP 2020, our Company is required to ensure that the control of the Company is with Indian citizens and it must comply with the conditions that the final product be indigenously designed, developed and manufactured with a minimum of 50% indigenous content on cost basis of the base contract price i.e. total contract price less taxes and duties. Interests of Promoters Our Promoters are interested in our Company to the extent (i) that they have promoted our Company; (ii) of their shareholding in our Company, and any dividend declared thereon; and (iii) directorships and positions that they hold or may hold in our Company, Subsidiaries and Group Companies and to the extent of remuneration or reimbursement of expenses payable to them, if any, in this regard. For further details, see “Capital Structure – Notes to capital structure – History of buildup of the Promoter’s shareholding in our Company” and “Our Management – Interest of Directors” on pages 107 and 286 respectively. Except as set out in “Our Management – Interest of Directors - Interest in land and property” on page 286, our Promoters have no interest in any property acquired by our Company during the three years preceding the date of this Draft Red Herring Prospectus, or property proposed to be acquired by our Company. As on the date of this Draft Red Herring Prospectus, our Promoter does not have any interest in any transaction by our Company in acquisition of land, construction of building or supply of machinery, etc. Further, no sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which any of our Promoters are interested as a member, in cash or shares or otherwise by any person either to induce any of our Promoters to become, or qualify them as a director, or otherwise for services rendered by any our Promoters or by such firm or company in connection with the promotion or formation of our Company. Payments or benefits to our Promoters or members of our Promoter Group 299Except in the ordinary course of business, no amount or benefit has been paid or given to our Promoters or members of our Promoter Group during the two years preceding the filing of this Draft Red Herring Prospectus nor is there any intention to pay or give any amount or benefit to our Promoter or members of our Promoter Group. Material guarantees given by our Promoters to third parties with respect to the Equity Shares Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus. Companies or firms with which our Promoter have disassociated in the last three years Name of Promoter Name of the company or Reasons and Terms of Date of firm from which the circumstances disassociation disassociation Promoter has disassociated Ankit Kumar CEAQ Singapore Divestment of stake Not applicable November 20, 2025 CEAQ India Cessation of directorship Not applicable November 6, 2025 Arvind Kondangi CEAQ Singapore Divestment of stake and Not applicable December 4, 2025 Lakshmikumar cessation of directorship CEAQ India Cessation of directorship Not applicable November 6, 2025 Cecilia D’Souza CEAQ Singapore Divestment of stake Not applicable November 20, 2025 CEAQ India Cessation of directorship Not applicable December 17, 2025 Promoter Group Natural persons forming part of our Promoter Group The natural persons who are part of the Promoter Group (due to their relationship with our Promoter), are as follows: Name of Promoter Name of relative Relationship Ankit Kumar Ashwani Kumar Father Suman Arora Mother Nancy Chakravarty Spouse Kanishk Kumar Brother Meenal Kumar Sister Kian Kumar Son Jagdish Kumar Spouse’s father Shashi Bala Spouse’s mother Himanshu Spouse’s brother Mansi Chakravarty Spouse’s sister Arvind Kondangi Kondangi Srinivasan Lakshmikumar Father Lakshmikumar Priya Narasimhan Spouse Dhruv Arvind Son Maya Arvind Daughter Narayanan Narasimhan Spouse’s father Jaya Narasimhan Spouse’s mother Mukund Narasimhan Spouse’s brother Cecilia D’Souza Natalia D’Souza Mother Sunil D’Souza Brother Cynthia Goveas Sister Maria Sunithi D’Souza Sister Entities forming part of the Promoter Group The entities that form a part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below: Vinimaya Advisory LLP. 300DIVIDEND POLICY The dividend policy of our Company was approved and adopted by our Board on October 17, 2025. The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the applicable laws including the Companies Act, 2013 together with the applicable rules notified thereunder, as amended. In accordance with the Dividend Policy, any future determination as to the declaration and payment of dividends, if any, will be at the discretion of the Board and , will depend on a number of factors, including but not limited to internal factors such as working capital requirements, capital expenditure in technology and funds required for acquisitions and external factors such as significant changes in macro-economic, political, tax and regulatory changes in the geographies in which our Company operates, any changes in the competitive environment which may require significant investment and other factors considered relevant by our Board. Accordingly, our Company may not distribute dividends when there is absence or inadequacy of profits. Our Company may also, from time to time, pay interim dividends. The consolidated profits earned by the Company can either be retained in the business and used for such purposes as the Board may determine from time to time including those outlined above or can be distributed to the shareholders. We have neither declared nor paid any dividends on the Equity Shares in any of the three Financial Years preceding the date of this Draft Red Herring Prospectus, from the period from April 1, 2025 to June 30, 2025 and until the date of this Draft Red Herring Prospectus. However, neither is this necessarily indicative of any dividend declaration or our Dividend Policy in the future, nor is there a guarantee that any dividends will be declared or paid in the future on the Equity Shares. For details in relation to risks involved in this regard, see “Risk Factors – Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, profit after tax available for distribution, cash flows, working capital requirements and capital expenditure and the terms of our financing arrangements” on page 73. 301SECTION V – FINANCIAL INFORMATION RESTATED CONSOLIDATED FINANCIAL STATEMENTS [Remainder of the page has been left intentionally blank.] 302INDEPENDENT AUDITOR’S REPORT ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS To, The Board of Directors Tonbo Imaging India Limited (formerly known as Tonbo Imaging India Private Limited) No 3, Chikkayellappa Tower-II, 1st C Main, Sarjapura Main Road, Jakkasandra Extension, Chikkayellappa Industrial Layout, Bengaluru 560 034 Karnataka, India Karnataka, India Dear Sir, We have examined the Restated Consolidated Financial Statements of Tonbo Imaging India Limited (formerly known as Tonbo Imaging India Private Limited) (the “Company”), which comprises the Restated Consolidated Financial Statement of Assets and Liabilities, Restated Consolidated Financial Statement of Profit and Loss, Restated Consolidated Financial Statement of Changes in Equity, and Restated Consolidated Statement of Cash Flows as at June 30, 2025 and for the year ended March 31, 2025, Restated Financial Statement of Assets and Liabilities, Restated Financial Statement of Profit and Loss, Restated Financial Statement of Changes in Equity, and Restated Financial Statement of Cash Flows for the years ended March 31, 2024 and March 31, 2023, the related Financial Statement of Significant Accounting policies and other explanatory information (together referred to as the “Restated Consolidated Financial Statements”), prepared by the Company in accordance with the requirements of: a. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”); b. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”) (“Guidance Note”); c. Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act"); The Restated Consolidated Financial Statements have been approved by the Board of Directors of the Company at their meeting held on December 20, 2025. 1. Responsibility of Management The preparation of these Restated Consolidated Financial Statements is the responsibility of the Company’s Management and Board of Directors. The Company’s Management has prepared the Restated Consolidated Financial Statements to give a true and fair view of the assets, liabilities, equity, cash flows, and results of operations of the Company and its subsidiaries for the respective periods, in accordance with Ind AS and the requirements of the ICDR Regulations. The Restated Consolidated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Note 2 to the Restated Consolidated Financial Statements.The Management's responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Statements. The management is also responsible for ensuring that the Company complies with the applicable provisions of the Companies Act, 2013 and other applicable laws and regulations. 2. Auditor’s Responsibility Our responsibility is to examine and report on the Restated Consolidated Financial Statements based on our audit and examination in accordance with the Guidance Note issued by ICAI. We conducted our examination in accordance with the Standards on Auditing issued by ICAI. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Restated Consolidated Financial Statements are free from material misstatement. We have obtained sufficient and appropriate audit evidence to issue this report. We have examined such Restated Consolidated Financial Statements taking into consideration: (a) The terms of reference and terms of our engagement agreed with you vide our engagement letter dated August 07, 2025, requesting us to carry out the assignment, in connection with the proposed IPO of the Company; 303(b) E-mail dated August 18, 2025 received from Book Running Lead Managers (“BRLMs”), which confirms that the Company should prepare financial statements in accordance with Indian Accounting Standards (Ind AS) and that these financial statements are required for all the three years including stub period, based on email dated October 28, 2021 from Securities and Exchange Board of India (“SEBI”) to Association of Investment Bankers of India (“SEBI Letter”). (c) The Guidance Note. The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics Issued by ICAI; (d) Concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence supporting the Restated Consolidated Financial Statements; and (e) The requirements of Section 26 of the Act and the ICDR Regulations. 3. Restated Consolidated Financial Statements These Restated Consolidated Financial Statements have been compiled by the management of the Company from: 3.1 The audited special purpose consolidated Ind AS financial statements of the Company along with its Subsidiaries Tonbo Systems Pty Ltd, Australia and Tonbo LLC, Armenia (hereinafter referred to as the ‘Group’) as at and for the three months period ended June 30, 2025, prepared in accordance with the recognition and measurement principles of Indian Accounting Standard 34 “Interim Financial Reporting” prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and the other accounting principles generally accepted in India (the “Special Purpose Consolidated Interim Ind AS Financial Statements”), which have been approved by the Board of Directors at their meeting held on October 17, 2025; 3.2 Audited financial statements of the Company as at and for the year ended March 31, 2024 which were prepared in accordance with the Indian Accounting Standard (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013 (Ind-AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on May 24, 2024. 3.3 Audited special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2025 and Audited special purpose standalone financial statements of the Company as at and for the year ended March 31, 2023, which were prepared in accordance with Indian Accounting Standards (Ind AS) after taking into consideration the requirements of the SEBI letter and were approved by the Board of Directors at their meeting held on November 4, 2025. 4. Auditors' report For the purpose of our examination, we have relied on: Auditors' reports issued by us, dated October 17, 2025 and November 4, 2025 on the special purpose consolidated financial statements of the Group for the three months ended June 30, 2025 and for the year ended March 31, 2025 respectively, as referred in Paragraph 3.1 and 3.3 above. Auditors' report issued by us, dated May 24, 2024, on the standalone financial statements of the Company as at and for the year ended March 31, 2024 as referred in Paragraph 3.2 above. Auditors' report issued by us, dated November 4, 2025 on the special purpose standalone financial statements of the Company as at and for the year ended March 31, 2023 as referred in Paragraph 3.3 above. The special purpose consolidated financial statements for the three months ended June 30, 2025 of the Group include the financial statements of two subsidiaries Tonbo Systems Pty Ltd, Australia and Tonbo LLC, Armenia which are not required to be audited under the local laws of the respective jurisdictions. We have relied on the financial statements certified by the management. In our opinion, and according to the information and explanations given to us by the management, these financial statements are not material to the Group. 3045. Opinion Based on our examination and according to the information and explanations given to us, we report that the Restated Consolidated Financial Statements: a. Have been prepared in accordance with the requirements of the ICDR Regulations, Act, the Guidance Note, and the terms of our engagement and the SEBI Letter; and b. Give a true and fair view of the assets and liabilities, profits and losses, changes in equity, and cash flows for the three months ended June 30, 2025 and years ended March 31, 2025, March 31, 2024, and March 31, 2023, in accordance with Ind AS and other applicable financial reporting frameworks. c. There are no qualifications in the auditors' reports on the interim consolidated financial statements of the Group as at and for the three months ended June 30, 2025, the consolidated financial statements of the Group as at and for the year ended March 31, 2025, the audited financial statements of the Company as at and for the year ended March 31, 2024 and the special purpose audited financial statements of the Company as at and for the year ended March 31, 2023, which require any adjustments to the Restated Consolidated Financial Statements. d. Have been prepared after incorporating adjustments for changes in accounting policies, if any, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the three months ended June 30, 2025; 6. Other Matters We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial information, and Other Assurance and Related Services Engagements We have not audited or reviewed any financial statements of the Company as of any date or for any period subsequent to June 30, 2025. Accordingly, we do not express any opinion or conclusion on the financial position, results of operations or cash flows of the Company for any period after June 30, 2025. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein. We draw your attention to Note 44 of the accompanying Restated Consolidated Financial Statements, which describes certain events that have occurred after the balance sheet date but prior to the approval of the financial statements. These include conversion of the Company from a private limited company to a public limited company approved by the board of directors and shareholders on August 15, 2025 and a stock split of equity shares from face value of ₹10 to ₹2, approved by the board of directors and shareholders on September 16, 2025. The effect of the above Stock split has been taken into consideration while calculating basic and diluted earnings per share and the interim consolidated financial statements for the three months ended June 30, 2025 and the audited consolidated financial statements of the Group as at and for the year ended March 31, 2025, the audited financial statements of the Company as at and for the year ended March 31, 2024 and the audited special purpose standalone financial statements of the Company as at and for the year ended March 31, 2023. 7. Restriction on use Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other 305purpose, except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. For Kalyanasundaram and Associates Chartered Accountants (Firm Registration No.005455S) K M Rajith Partner Membership No. : 219645 UDIN: 25219645TURMTP4863 Place : Bangalore Date : December 20, 2025 306TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES (All amounts are in Million of Indian Rupees, unless otherwise stated) Consolidated Standalone As at As at As at As at Particulars Notes No. June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 ASSETS Non-Current Assets Property, Plant and Equipment 3 246.98 2 44.85 47.86 3 1.06 Right of Use Assets 4 89.78 9 0.68 85.77 3 2.93 Intangible Assets 4 1,596.90 1 ,651.92 1,838.82 1 07.36 Capital Work-In-Progress 4 50.92 7 .21 - - Financial Assets Investments 5 0.03 0 .03 0.03 0 .07 Other Financial Assets 6 960.52 7 92.97 142.08 1 09.61 Other Non-Current Assets 7 18.27 1 7.98 1.05 9 .79 Total Non-Current Assets 2,963.41 2 ,805.64 2,115.61 2 90.82 Current assets Inventories 8 1,059.79 1 ,111.44 1,116.86 3 95.86 Financial Assets Trade Receivables 9 1,675.58 2 ,103.12 936.43 4 11.60 Cash and Bank Balances 10 382.51 1 ,009.71 856.74 2 47.38 Other Bank Balances 11 161.92 9 .52 299.99 1 49.62 Loans 12 4.84 4 .34 5.45 3 .20 Other Financial Assets 13 12.22 5 .50 6.40 3 .27 Other Current Assets 14 265.96 2 14.29 409.34 2 09.26 Total Current Assets 3,562.82 4 ,457.92 3,631.21 1 ,420.19 Total Assets 6,526.23 7 ,263.56 5,746.82 1 ,711.01 EQUITY AND LIABILITIES Equity Equity Share Capital 15 114.56 7 .33 2.99 2 .99 Other Equity - attributable to owners of the Company 17 4,875.41 4 ,894.06 1,689.88 1 55.21 Instruments entirely equity in nature 16 - - 608.44 1 40.97 Total Equity 4,989.97 4 ,901.39 2,301.31 2 99.17 Liabilities Non-Current liabilities Financial Liabilities Long Term Borrowings 18 - - 152.72 2 7.18 Long Term Lease Liabilities 19 90.94 8 7.83 83.75 3 0.68 Deferred Tax Liabilities (net) 20 94.25 8 0.46 33.89 0 .34 Provisions 21 410.62 3 38.78 301.08 8 7.14 Total Non-Current Liabilities 595.81 5 07.07 571.44 1 45.34 307TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES (All amounts are in Million of Indian Rupees, unless otherwise stated) Consolidated Standalone As at As at As at As at Particulars Notes No. June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Current liabilities Financial Liabilities Short Term Borrowings 22 596.09 7 81.35 810.86 3 83.01 Short Term Lease Liabilities 23 8.34 1 1.33 7.03 4 .46 Trade Payables 24 - Total outstanding dues of micro enterprises and small enterprises 27.67 2 2.74 29.59 8 0.56 - Total outstanding dues of creditors other than micro and small enterprises 36.40 1 90.40 173.86 2 05.52 Other Financial Liabilities 25 0.90 0 .90 1.50 2 .79 Short Term Provisions 26 7.04 1 39.77 162.66 1 .85 Deferred Income - - - 0 .18 Other Current Liabilities 27 264.00 7 08.61 1,688.57 5 88.13 Total Current Liabilities 940.45 1 ,855.10 2,874.07 1 ,266.50 Total Liabilities 1,536.26 2 ,362.17 3,445.51 1 ,411.84 Total Equity and Liabilities 6,526.23 7 ,263.56 5,746.82 1 ,711.01 0.00 0.00 0.01 0.00 The accompanying notes form an integral part of the financial statements. As per our report of even date attached For Kalyanasundaram and Associates Chartered Accountants For and on behalf of the Board of Directors Firm Registration No. 005455S ARVIND KONDANGI LAKSHMIKUMAR CECILIA D'SOUZA Managing Director Director K.M. RANJITH DIN: 02261469 DIN: 06380429 Partner Membership No: 219645 Place: Bangalore Place: Bangalore Date: December 20, 2025 Date: December 20, 2025 Place: Bangalore Date: December 20, 2025 ANKITA AGARWALLA SIVASHANKAR T S Company Secretary and Chief Financial Officer Compliance Officer Membership No: A61777 Place: Bangalore Place: Mumbai Date: December 20, 2025 Date: December 20, 2025 308TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS (All amounts are in Million of Indian Rupees, unless otherwise stated) Consolidated Standalone Notes For the three months For the year ended For the year ended For the year ended Particulars No. ended June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Revenue from Operations 28 6 86.77 4,690.80 4 ,281.89 968.28 Other Income 29 2 0.11 53.10 37.07 20.29 Total Income 7 06.87 4,743.90 4 ,318.96 988.57 Expenses Cost of Materials Consumed 30 1 90.96 2,153.09 2 ,132.75 707.87 Changes in Inventories of Finished Goods 31 155.78 (106.98) 66.55 (119.80) Employee Benefits Expenses 32 1 19.60 444.35 130.55 52.19 Finance Costs 33 2 1.47 177.42 76.81 73.89 Depreciation and Amortisation Expenses 34 7 1.42 265.91 133.95 15.91 Other expenses 35 7 0.74 809.67 828.80 225.79 Total expenses 6 29.96 3,743.46 3 ,369.41 955.83 Profit / (Loss) before exceptional and extraordinary items and tax 7 6.91 1,000.44 949.55 32.74 Exceptional items - 7.76 4.05 19.07 Restated Profit before tax 7 6.91 992.68 945.50 13.67 Tax expense 36 Current tax 8.80 218.50 211.50 2 .27 MAT Credit - - 15.02 (1.98) Deferred tax 13.80 46.58 33.55 1 .57 Restated Profit for the year, net of tax 54.31 727.60 685.43 1 1.81 Other Comprehensive Income (i) Items that will not be reclassified to profit or loss Remeasurement of the Gain /(Loss) of defined ( 0.03) (0.38) 1.37 (0.26) benefit plans (ii) Income tax relating to items that will not be reclassified to profit or loss Tax relating to remeasurement of defined 0.01 0.10 (0.36) 0.07 benefit plans (iii) Items that will be reclassified to profit or loss Exchange Difference on Transalation of Foreign ( 0.51) 0.37 - 0.00 Reserves Total Other Comprehensive Income ( 0.53) 0.08 1.01 (0.19) Total Comprehensive Income for the period 5 3.79 727.68 686.45 11.62 309TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS (All amounts are in Million of Indian Rupees, unless otherwise stated) Consolidated Standalone Notes For the three months For the year ended For the year ended For the year ended Particulars No. ended June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Earnings per equity share 37 Basic Earnings per share of Face Value of Rs. 2 each 1.00 13.38 62.61 1 .08 Diluted Earnings per share of Face Value of Rs. 2 each 0.95 12.70 13.63 0 .30 The accompanying notes form an integral part of the financial statements. As per our Report of even date attached For Kalyanasundaram and Associates Chartered Accountants For and on behalf of the Board of Directors Firm Registration No. 005455S ARVIND KONDANGI LAKSHMIKUMAR CECILIA D'SOUZA K.M. RANJITH Managing Director Director Partner DIN: 02261469 DIN: 06380429 Membership No: 219645 Place: Bangalore Place: Bangalore Place: Bangalore Date: December 20, 2025 Date: December 20, 2025 Date: December 20, 2025 ANKITA AGARWALLA SIVASHANKAR T S Company Secretary and Chief Financial Officer Compliance Officer Membership No: A61777 Place: Bangalore Place: Mumbai Date: December 20, 2025 Date: December 20, 2025 310TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS (All amounts are in Million of Indian Rupees, unless otherwise stated) (0.03) Consolidated Standalone For the three months For the year ended For the year ended For the year ended Particulars ended June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Cash flow from Operating Activities Net Profit Before Tax 76.91 9 92.68 9 45.50 13.67 Adjustments for: Depreciation and amortisation expense 71.42 2 65.91 1 33.95 15.91 Finance costs 6.40 1 25.61 5 3.96 64.40 Interest income ( 19.50) (41.30) (33.39) (16.20) Net loss on sale/discarding of property, plant and equipment - - - (0.04) Net loss on sale/discarding of Investment - - 0 .05 - Transfer to / (from) Share Options Outstanding account 36.40 1 02.40 (7.30) - Other comprehensive income for the year / period, net of income tax ( 0.55) 0 .08 1 .01 (0.19) Operating Profit before Working Capital changes 171.08 1 ,445.39 1 ,093.78 77.55 Adjustments for changes in working capital -(Increase)/decrease in other financial assets (non-current) ( 167.55) (650.89) (32.47) (80.31) -(Increase)/decrease in other non-current assets ( 0.30) (16.92) 0 .24 (1.22) -(Increase)/decrease in inventories 51.65 5 .42 (721.00) (253.14) -(Increase)/decrease in trade receivables 427.54 (1,166.69) (524.83) (236.32) -(Increase)/decrease in other current assets ( 51.59) 1 95.05 (215.10) (106.39) -(Increase)/decrease in other financial assets (current) ( 6.72) 0 .90 (3.13) 0.47 -(Increase)/decrease in loans ( 0.50) 1 .12 (2.26) - - Increase/(decrease) in trade payables ( 149.06) 9 .69 (82.63) 264.28 -Increase/(decrease) in other financial liabilities - (0.60) (1.29) 0.19 -Increase/(decrease) in provisions (non current) 71.84 3 7.70 2 13.94 61.35 -Increase/(decrease) in current provisions ( 68.30) 9 0.80 1 1.77 (0.03) -Increase/(decrease) in Deferred Income - - (0.18) 0.18 -Increase/(decrease) in other current liabilities ( 444.60) (979.97) 1 ,100.45 513.47 Cash generated from Operating Activities ( 166.51) (1,029.02) 8 37.29 240.08 -Income taxes paid (net) ( 73.23) (332.17) (53.95) (9.53) Net Cash from Operating Activities (A) ( 239.74) (1,361.18) 7 83.34 230.55 Cash flow from Investing Activities: Payments for purchase of property, plant and equipment ( 12.62) (216.12) (26.85) (10.69) Payments for purchase of intangible assets and capital work in progress ( 44.92) (50.63) (1,845.86) (109.98) Payments for purchase of Right of use of assets ( 3.88) (21.44) (62.34) - Payments for purchase of investments - - - (0.05) Proceeds from sale of property, plant and equipment - - - 0.05 Interest received 19.50 4 1.30 3 3.39 16.20 Net Cash from / (used in ) Investing Activities (B) ( 41.92) (246.89) (1,901.66) (104.47) 311TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS (All amounts are in Million of Indian Rupees, unless otherwise stated) (0.03) Consolidated Standalone For the three months For the year ended For the year ended For the year ended Particulars ended June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Cash flow from Financing Activities: Proceeds / (repayment) from short term borrowings ( 27.37) (29.50) 4 27.84 6.55 Proceeds / (Repayment) of long term borrowings ( 157.89) (152.72) 1 25.54 (19.58) Principal repayment of lease liabilities 0.12 8 .39 5 5.64 (4.37) Finance cost paid ( 6.40) (125.61) (53.96) (64.40) Issue of Equity shares - 1 ,750.00 - - Issue of Preference Shares - 2 0.01 1 ,322.99 0.00 Buyback of Equity shares ( 1.61) - - (0.60) Net Cash from / (used in) Financing Activities (C) ( 193.15) 1 ,470.57 1 ,878.06 (82.40) Net Increase/(Decrease) in cash & cash equivalents (A+B+C) ( 474.81) (137.50) 7 59.73 43.69 Cash and cash equivalents at the beginning of the year / period 1,019.23 1 ,156.73 3 97.00 353.31 Cash and cash equivalents at the end of the year / period 544.42 1 ,019.23 1 ,156.73 397.00 544.42 1 ,019.23 1 ,156.73 397.00 The accompanying notes form an integral part of the financial statements. As per our Report of even date attached For Kalyanasundaram and Associates Chartered Accountants For and on behalf of the Board of Directors Firm Registration No. 005455S ARVIND KONDANGI LAKSHMIKUMAR CECILIA D'SOUZA Managing Director Director K.M. RANJITH DIN: 02261469 DIN: 06380429 Partner Membership No: 219645 Place: Bangalore Place: Bangalore Date: December 20, 2025 Date: December 20, 2025 Place: Bangalore Date: December 20, 2025 ANKITA AGARWALLA SIVASHANKAR T S Company Secretary and Chief Financial Officer Compliance Officer Membership No: A61777 Place: Bangalore Place: Mumbai Date: December 20, 2025 Date: December 20, 2025 312TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (All amounts are in Million of Indian Rupees, unless otherwise stated) A.Equity share capital Particulars Amount Balance as at April 1, 2022 3 .59 Changes in Equity Share Capital Due to Prior Period Errors - Restated Balances as at April 1, 2022 3 .59 Changes in equity share capital during the year (0.60) Balance as at March 31, 2023 2 .99 Balance as at April 1, 2023 2 .99 Changes in Equity Share Capital Due to Prior Period Errors - Restated Balances as at April 1, 2023 2 .99 Changes in equity share capital during the year - Balance as at March 31, 2024 2 .99 Balance as at April 1, 2024 2 .99 Changes in Equity Share Capital Due to Prior Period Errors - Restated Balances as at April 1, 2024 2 .99 Changes in equity share capital during the year 4 .34 Balance as at March 31, 2025 7 .33 Balance as at April 1, 2025 7 .33 Changes in Equity Share Capital Due to Prior Period Errors - Restated Balances as at April 1, 2025 7 .33 Changes in equity share capital during the period 1 07.23 Balance as at June 30, 2025 1 14.56 B.Instruments entirely equity in nature Particulars Amount Balance as at April 1, 2022 1 40.97 Changes in compulsorily convertible preference shares Capital Due to Prior Period Errors - Restated Balances as at April 1, 2022 1 40.97 Changes in compulsorily convertible preference shares 0 .00 Balance as at March 31, 2023 1 40.97 Balance as at April 1, 2023 1 40.97 Changes in compulsorily convertible preference shares Capital Due to Prior Period Errors - Restated Balances as at April 1, 2023 1 40.97 Changes in compulsorily convertible preference shares 4 67.47 Balance as at March 31, 2024 6 08.44 Balance as at April 1, 2024 6 08.44 Changes in compulsorily convertible preference shares Capital Due to Prior Period Errors - Restated Balances as at April 1, 2024 6 08.44 Changes in compulsorily convertible preference shares (608.44) Balance as at March 31, 2025 - Balance as at April 1, 2025 - Changes in compulsorily convertible preference shares Capital Due to Prior Period Errors - Restated Balances as at April 1, 2025 - Changes in compulsorily convertible preference shares - Balance as at June 30, 2025 - 313TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (All amounts are in Million of Indian Rupees, unless otherwise stated) C.Other Equity Reserves and Surplus Debenture Capital Other Securities premium Share Options Retained Particulars Redemption Redemption comprehensiv Total reserve Outstanding account earnings Reserve Reserve e Income Balance at April 1, 2022 19.83 7.30 - - 116.46 - 143.59 Changes in Accounting Policy or Prior Period Errors - - - - - - - Restated Balance as at April 1, 2022 19.83 7.30 - - 116.46 - 143.59 Profit for the year - - - - 11.81 - 11.81 Other comprehensive income for the year, net of income tax - - - - - (0.19) ( 0.19) Transfer to Capital Redemption Reserve on account buy back of shares - - - 0 .60 (0.60) - - Transfer to Debenture Redemption Reserve on account of issue of NCD - - 14.74 - (14.74) - - Balance at March 31, 2023 19.83 7.30 14.74 0 .60 112.93 (0.19) 155.21 Changes in Accounting Policy or Prior Period Errors - - - - - - - Restated Balance as at April 1, 2023 19.83 7.30 14.74 0 .60 112.93 (0.19) 155.21 Profit for the year - - - - 685.43 - 685.43 Transfers on allotment of shares 855.52 - - - - - 855.52 Other comprehensive income for the year, net of income tax - - - - - 1.01 1.01 Payment of dividend - - - - - - - Tax on Dividend - - - - - - - Transfer to / (from) Share Options Outstanding account - ( 7.30) - - - - ( 7.30) Transfer to Debenture Redemption Reserve on account of issue of NCD - - 16.85 - (16.85) - - Transfer from retained earnings - - - - - - - Balance at March 31, 2024 875.35 - 31.59 0 .60 781.51 0.82 1,689.88 314TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (All amounts are in Million of Indian Rupees, unless otherwise stated) C.Other Equity Reserves and Surplus Debenture Capital Other Securities premium Share Options Retained Particulars Redemption Redemption comprehensiv Total reserve Outstanding account earnings Reserve Reserve e Income Balance at April 1, 2024 875.35 - 31.59 0 .60 781.51 0.82 1,689.88 Changes in Accounting Policy or Prior Period Errors - - - - - - - Restated Balance as at April 1, 2024 875.35 - 31.59 0 .60 781.51 0.82 1,689.88 Profit for the year - - - - 727.60 - 727.60 Translation reserve for the year - - - - - 0.37 0.37 Transfers on allotment of shares 1,749.30 - - - - - 1,749.30 Transfers on conversion of shares 624.80 - - - - - 624.80 Other comprehensive income for the year, net of income tax - - - - - (0.28) ( 0.28) Payment of dividend - - - - - - - Tax on Dividend - - - - - - - Transfer to Share Options Outstanding account - 102.40 - - - - 102.40 Transfer to Debenture Redemption Reserve on account of issue of NCD - - 15.79 - (15.79) - - Transfer from Debenture Redemption Reserve on redemption of NCD - - ( 31.59) - 31.59 - - Balance at March 31, 2025 3,249.45 102.40 15.79 0 .60 1,524.91 0.91 4,894.06 Balance at April 1, 2025 3,249.45 102.40 15.79 0 .60 1,524.91 0.91 4,894.06 Changes in Accounting Policy or Prior Period Errors - - - - - - - 315TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (All amounts are in Million of Indian Rupees, unless otherwise stated) C.Other Equity Reserves and Surplus Debenture Capital Other Securities premium Share Options Retained Particulars Redemption Redemption comprehensiv Total reserve Outstanding account earnings Reserve Reserve e Income Restated Balance as at April 1, 2025 3,249.45 102.40 15.79 0 .60 1,524.91 0.91 4,894.06 Profit for the period - - - - 54.31 - 54.31 Translation reserve for the period - - - - - (0.51) ( 0.51) Transfers on allotment of bonus shares (106.63) - - (2.20) - - ( 108.83) Other comprehensive income for the year, net of income tax - - - - - (0.02) ( 0.02) Payment of dividend - - - - - - - Tax on Dividend - - - - - - - Transfer to Share Options Outstanding account - 36.40 - - - - 36.40 Transfer from Debenture Redemption Reserve on redemption of NCD - - ( 15.79) - 15.79 - - Transfer from Retained Earnings for Buyback of Shares - - - 1 .60 (1.60) - - Balance at June 30, 2025 3,142.82 138.80 - - 1,593.41 0.38 4,875.41 The accompanying notes form an integral part of the financial statements. As per our Report of even date attached For and on behalf of the Board of Directors For Kalyanasundaram and Associates Chartered Accountants Firm Registration No. 005455S ARVIND KONDANGI LAKSHMIKUMAR CECILIA D'SOUZA ANKITA AGARWALLA SIVASHANKAR T S Managing Director Director Company Secretary and Chief Financial Officer K.M. RANJITH DIN: 02261469 DIN: 06380429 Compliance Officer Partner Membership No: A61777 Membership No: 219645 Place: Bangalore Place: Bangalore Place: Bangalore Place: Mumbai Date: December 20, 2025 Date: December 20, 2025 Date: December 20, 2025 Date: December 20, 2025 Place: Bangalore Date: December 20, 2025 316TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements 1 Notes to the Restated Consolidated Financial Statements 1.1 Company Overview TonboImagingIndiaLimited(FormerlyknownasTonboImagingIndiaPrivateLimited)(the'Company')wasincorporatedon December 18, 2003, as a private limited company under the provisions of the Companies Act, 1956 as Sarnoff Innovative TechnologiesPrivateLimited.TheregisteredofficeoftheCompanyisatNo.3,ChikkayellappaTowerII,1stCMain,Sarjapura Main Road, Jakkasandra Extension, Chikkayellappa Industrial Layout, Bangalore, Karnataka, India 560034. The Company engages in providing vision technology based products and solutions. 1.2 Information about the subsidiaries associates and joint ventures The Restated Consolidated Summary Statements of the Company along with its Subsidiaries (the 'Group') include the subsidiaries listed below: Subsidiaries Percentage of Ownership Interest Name of Investee Principal Place of Business June 30, 2025 March 31, 2025 March 31, 2024 * March 31, 2023* TONBO LLC Armenia 100% 100% NA NA TONBO SYSTEMS PTY LTD Australia 100% 100% NA NA *The above listed subsidiaries were incorporated in the financial year 2024-25. 2 Basis of Preparation of the Restated Consolidated Financial Statements a.Statement of compliance to Ind AS TheRestatedConsolidatedFinancialInformationoftheGroupcomprisesoftheRestatedConsolidatedStatementofAssetsand LiabilitiesasatJune30,2025,March31,2025,March31,2024andMarch31,2023,theRestatedConsolidatedStatementofProfit andLoss(includingothercomprehensiveincome),theRestatedConsolidatedStatementofChangesinEquityandtheRestated Consolidated Statement ofCash Flowsforthe period endedJune30, 2025, yearsendedMarch 31, 2025, March 31,2024 and March31,2023,theSummaryStatementofSignificantAccountingPolicies,andNotestotheRestatedConsolidatedFinancial Information (collectively, the "Restated Consolidated Financial Information"). These Statements have been prepared by the Management of the Company in accordance with the Securities and Exchange BoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,asamendedfromtimetotime,issuedbythe SecuritiesandExchangeBoardofIndia('SEBI)inpursuanceoftheSecuritiesandExchangeBoardofIndia Act,1992 ("ICDR Regulations") for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP)/ Red Herring Prospectus (RHP')/ProspectusinconnectionwithitsproposedinitialpublicofferingofequitysharespreparedbytheCompanyintermsof the requirements of: i.Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act"), as amended from time to time; ii.SecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,asamendedtodate (the "SEBI ICDR Regulations") issued by the Securities and Exchange Board of India (the "SEBI"); and iii.TheGuidanceNoteonReportsinCompanyProspectuses(Revised2019)issuedbytheInstituteofCharteredAccountantsof India ("ICAI"), as amended from time to time (the "Guidance Note"). iv.E-maildatedAugust18,2025receivedfromBookRunningLeadManagers(“BRLMs”),whichconfirmsthattheCompany should prepare financial statements in accordance with Indian Accounting Standards (Ind AS) and that these financial statementsarerequiredforallthethreeyearsincludingstubperiod,basedonemaildatedOctober28,2021fromSecuritiesand Exchange Board of India (“SEBI”) to Association of Investment Bankers of India (“SEBI Letter”). 317TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements a. Statement of compliance to Ind AS (Continued) The Restated Consolidated Financial Information have been prepared to contain information/disclosures and incorporating adjustments set out below in accordance with the ICDR Regulations: i.Adjustmentstotheprofitsorlossesoftheearlieryearsforthechangesinaccountingpoliciesifanytoreflectwhattheprofits orlossesofthoseyearswouldhavebeenifauniformaccountingpolicywasfollowedineachoftheseyearsandofmaterial errors, if any; ii. Adjustments for reclassification /regroupings of the corresponding items of income, expenses, assets and liabilities retrospectivelyintheperiodendedJune30,2025,yearsendedMarch31,2025,March31,2024andMarch31,2023,inorderto bringtheminlinewiththegroupingsaspertheRestatedConsolidatedFinancialInformationoftheCompanyfortheperiod ended June 30, 2025, year ended March 31, 2025 and the requirements of the SEBI Regulations, if any; and iii.The resultant impact of tax due to the aforesaid adjustments, if any. The Restated Summary Statements have been compiled from: (a)AuditedSpecialpurposeConsolidatedIndASfinancialstatementsoftheGroupasatandforthethreemonthsendedJune 30,2025, whichwerepreparedaftertakingintoconsiderationtherequirementsoftheSEBILetterandwereapprovedbythe Board of Directors at their meeting held on October 17, 2025. (b)AuditedSpecialpurposeConsolidatedIndASfinancialstatementsoftheGroupasatandforthefinancialyearendedMarch 31,2025, whichwerepreparedaftertakingintoconsiderationtherequirementsoftheSEBILetterandwereapprovedbythe Board of Directors at their meeting held on November 4, 2025. c)Audited IndASfinancialstatementsoftheCompanyasatandfortheyearendedMarch31,2024,whichwerepreparedin accordancewithIndAS,asprescribedunderSection133oftheActreadwithCompanies(IndianAccountingStandards)Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of DivisionIIofScheduleIIItotheCompaniesAct,2013(IndAScompliantScheduleIII),asapplicable,whichhavebeenapproved by the Board of Directors at their meeting held on May 24, 2024. d) Audited Special purpose Standalone Ind AS financial statements of the Company as at and for the financial year ended March31,2023,whichwerepreparedaftertakingintoconsiderationtherequirementsoftheSEBILetterandwereapprovedby the Board of Directors at their meeting held on November 4, 2025. PursuanttotheCompanies(IndianAccountingStandard)SecondAmendmentRules,2015,theGroupadoptedMarch31,2024 as reporting date for first time adoption of Indian Accounting Standard (Ind AS) – notified under the Companies (Indian AccountingStandards)Rules,2015(asamendedfromtimetotime)andconsequentlyApril01,2022asthetransitiondatefor preparationofitsstatutoryfinancialstatementsasatandfortheyearendedMarch31,2024.Thefinancialstatementsasatand fortheyearendedMarch31,2024,werethefirstfinancialstatementspreparedinaccordancewithIndAS.Uptothefinancial yearendedMarch31,2023,theCompanyprepareditsfinancialstatementsinaccordancewithaccountingstandardsnotified underthesection133oftheCompaniesAct2013,readtogetherwiththeCompanies(AccountingStandards)Rules,2021and presentationrequirementsofDivisionIofScheduleIIIoftheCompaniesAct,2013(“IndianGAAP”or“PreviousGAAP”)due to which the Special purpose standalone financial statements were prepared as per SEBI Letter. These Special purpose standalone financial statements are not the statutory financial statements under the Companies Act, 2013. TheGroupfollowshistoricalcostconventionandaccrualmethodofaccountinginthepreparationofthefinancialstatements, except otherwise stated. The Restated Consolidated Financial information are presented in Indian Rupees (INR) in Millions except otherwise stated. These Restated Financial Statements of the Group are prepared in accordance with Indian Accounting Standard ("Ind AS") notified under the Companies Act, 2013 ("the Act"). 318TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements b. Basis of Preparation and Presentation The Financial Statements have been prepared on the historical cost basis except for the following assets and liabilities which have been measured at fair value amount (a) Certain Financial Assets and Liabilities (including derivative instruments, if any), and (b) Defined Benefit Plans - Plan Assets ThefinancialstatementsoftheGrouphavebeenpreparedtocomplywiththeIndianAccountingstandards('IndAS'),including the rules notified under the relevant provisions of the Companies Act, 2013. UptotheyearendedMarch31,2023,theCompanyhasprepareditsfinancialstatementsinaccordancewiththerequirementof Indian Generally Accepted Accounting Principles (GAAP), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006 and considered as "Previous GAAP The Group's Financial Statements are presented in Indian Rupees, in Millions, which is also its functional currency Standards notified but not yet effective There are no new standards that are notified, but not yet effective, upto the date of issuance of the Financial Statements. The Restated Summary Statements a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors, if any, adjustmentstotheearningspershareduetotheissuanceofbonusshares,buybackofsharesandsubdivisionofsharesbeing eventsthatoccuredafterJune30,2025andregrouping/reclassificationsretrospectivelyintheyearsendedJune30,2025,March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies. b) do not require any adjustment as there are no qualifications in the underlying audit reports. These Restated Summary Statements were authorised for issue by the Company's Board of Directors on December 20, 2025. c. Basis of Consolidation TheRestatedSummaryStatementscompriseofthefinancialstatementsoftheCompanyanditssubsidiaries.Controlisachieved whentheCompanyisexposed,orhasrights,tovariablereturnsfromitsinvolvementwiththeinvesteeandhastheabilityto affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has: - Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee) - Exposure, or rights, to variable returns from its involvement with the investee, and - the ability to use its power over the investee to affect its returns Generally,thereisapresumptionthatamajorityofvotingrightsresultincontrol.Tosupportthispresumptionandwhenthe Companyhaslessthanamajorityofthevotingorsimilarrightsofaninvestee,theCompanyconsidersallrelevantfactsand circumstances in assessing whether it has power over an investee, including: - The contractual arrangement with the other vote holders of the investee - Rights arising from other contractual arrangements - The Group’s voting rights and potential voting rights -ThesizeoftheGroup’sholdingofvotingrightsrelativetothesizeanddispersionoftheholdingsoftheothervotingrights holders 319TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements c. Basis of Consolidation (continued) TheGroupre-assesseswhetherornotitcontrolsaninvesteeiffactsandcircumstancesindicatethattherearechangestooneor moreofthethreeelementsofcontrol.ConsolidationofasubsidiarybeginswhentheGroupobtainscontroloverthesubsidiary andceaseswhentheGrouplosescontrolofthesubsidiary.Assets,liabilities,incomeandexpensesofasubsidiaryacquiredor disposedofduringtheperiodareincludedintherestatedsummarystatementsfromthedatetheGroupgainscontroluntilthe date the Group ceases to control the subsidiary. The restated summary statements are prepared using uniform accounting policiesforliketransactionsandothereventsinsimilarcircumstances.IfamemberoftheGroupusesaccountingpoliciesother thanthoseadoptedintherestatedsummarystatementsforliketransactionsandeventsinsimilarcircumstances,appropriate adjustmentsaremadetotherestatedsummarystatementsinpreparingtherestatedsummarystatementstoensureconformity with the Group’s accounting policies. Consolidation procedure: (a)TherestatedsummarystatementshavebeenpreparedusingtheprinciplesofconsolidationasperIndAS110–Consolidated financial statements, to the extent applicable. (b)Combinelikeitemsofassets,liabilities,equity,income,expensesandcashflowsoftheparentwiththoseofitssubsidiaries. Forthispurpose,incomeandexpensesofthesubsidiaryarebasedontheamountsoftheassetsandliabilitiesrecognisedinthe Ind AS restated summary statements at the acquisition date. (c)Offset(eliminate)thecarryingamountoftheparent’sinvestmentineachsubsidiaryandthe parent’sportion ofequityof each subsidiary. (d)EliminateinfullIntra-Groupassetsandliabilities,equity,income,expensesandcashflowsrelatingtotransactionsbetween entitiesoftheGroup(profitsorlossesresultingfromIntra-Grouptransactionsthatarerecognisedinassets,suchasinventory and property, plant and equipment are eliminated in full). Intra-Group losses may indicate an impairment that requires recognition in the Ind ASrestated summarystatements. Ind AS 12 Income Taxesapplies to temporary differencesthat arise from the elimination of Profit and Loss resulting from Intra-Group transactions. (e)Non-controllinginterestsinthenetassets(excludinggoodwill)ofconsolidatedsubsidiariesareidentifiedseparatelyfrom theequityattributabletoshareholdersoftheCompany.Theinterestofnon-controllingshareholdersmaybeinitiallymeasured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Profitorlossandeachcomponentofothercomprehensiveincome(OCI)areattributedtotheequityholdersoftheCompany andtothenon-controllinginterests,evenifthisresultsinthenon-controllinginterestshavingadeficitbalance.Whennecessary, adjustments are made to the summary statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All Intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Achangeintheownershipinterestofasubsidiary,withoutalossofcontrol,isaccountedforasanequitytransaction.Ifthe Group loses control over a subsidiary, it: - Derecognises the assets (including goodwill) and liabilities of the subsidiary - Derecognises the carrying amount of any non-controlling interests - Derecognises the cumulative translation differences recorded in equity - Recognises the fair value of the consideration received - Recognises the fair value of any investment retained - Recognises any surplus or deficit in profit or loss -Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities. 320TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements 2.1 Fair Value Measurement Some of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non- financial assets and liabilities. The Group has an established control framework with respect to the measurement of fair values. This includes a financial reporting team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. The financial reporting team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as pricing services, is usedto measure fair values, then the financial reportingteam assessesthe evidence obtainedfromthethirdpartiestosupporttheconclusionthatthesevaluationsmeettherequirementsofIndAS,includingthe level in the fair value hierarchy in which the valuations should be classified. Fairvaluesarecategorisedintodifferentlevelsinafairvaluehierarchybasedontheinputsusedinthevaluationtechniquesas follows. Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. Level2:inputsotherthanquotedpricesincludedinLevel1thatareobservablefortheassetorliability,eitherdirectly(ie.as prices) or indirectly (ie. derived from prices) Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs) Whenmeasuringthefairvalueofanassetoraliability,the Groupusesobservablemarketdataasfaraspossibleiftheinputs usedtomeasurethefairvalueofanassetoraliabilityfallintodifferentlevelsofthefairvaluehierarchy,thenthefairvalue measurementiscategorisedinitsentiretyinthesamelevelofthefairvaluehierarchyasthelowestlevelinputthatissignificant to the entire measurement. TheGrouprecognisestransfersbetweenlevelsofthefairvaluehierarchyattheendofthereportingperiodduringwhichthe change has occurred. 2.2 Current and Non-Current Classification An asset is classified as current if: a) It is expected to be realized or sold or consumed in the Group's normal operating cycle; b) It is held primarily for the purpose of trading; c) It is expected to be realized within twelve months after the reporting period; or It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. A liability is classified as current if: a) It is expected to be settled in normal operating cycle; b) It is held primarily for the purpose of trading; c) It is expected to be settled within twelve months after the reporting period; d) It has no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. Theoperatingcycleisthetimebetweenacquisitionofassetsforprocessing/trading/assemblingandtheirrealizationincash and cash equivalents. The Group has identified twelve months as its operating cycle. 321TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements 2.3 Property, Plant and Equipment (a) Tangible Assets Property, Plant and Equipment are stated at cost, net of recoverable taxes, trade discounts and rebates less accumulated depreciationandimpairmentlosses,ifany.Suchcostincludespurchaseprice,borrowingcostandanycostdirectlyattributable tobringingtheassetstoitsworkingconditionforitsintendeduse,netchargesonforeignexchangecontractsandadjustments arising from exchange rate variations attributable to the assets. Subsequentcostsareincludedintheasset'scarryingamountorrecognisedasaseparateasset,asappropriate,onlywhenitis probablethatfutureeconomicbenefitsassociatedwiththeitemwillflowtotheGroupandthecostoftheitemcanbemeasured reliably.Subsequentcostsrelatingtoday-to-dayservicingoftheitemarenotrecognisedinthecarryingamountofanitemof property, plant and equipment; rather, these costs are recognised in profit or loss as incurred. Property,PlantandEquipmentwhicharesignificanttothetotalcostofthatitemofProperty,PlantandEquipmentandhaving different useful life are accounted separately. Other Indirect Expenses incurred relating to project, net of income earned during the project development stage prior to its intended use, are considered as pre-operative expenses and disclosed under Capital Work in Progress. Anitemofproperty,plantandequipmentisderecognisedupondisposalorwhennofutureeconomicbenefitsareexpectedto arisefromthecontinueduseoftheasset.Anygainorlossarisingonthedisposalorretirementofanitemofproperty,plantand equipmentisdeterminedasthedifferencebetweenthesalesproceedsandthecarryingamountoftheassetandisrecognisedin profit or loss. Depreciation methods, estimated useful lives and residual value Depreciation is recognized so as to write offthe cost of assetsless theirresidual valuesover theiruseful livesas prescribed under Part C of Schedule Il of the Companies Act 2013, using the straight-line method, except in respect of leasehold improvementforwhichtheGrouphasestimatedtheusefullifeofTenyearsbasedontheinitialleaseterm.Theestimateduseful lives,residualvaluesanddepreciationmethodarereviewedattheendofeachreportingperiod,withtheeffectofanychanges inestimateaccountedforonaprospectivebasis.Depreciationforassetspurchased/soldduringaperiodisproportionately charged for the period of use. * Theusefullifehasbeenassessedbasedontechnicalevaluation,takingintoaccountthenatureoftheassetandtheestimated usage basis management's best judgement of economic benefits from those classes of assets Theresidualvalues,usefullivesandmethodsofdepreciationofProperty,PlantandEquipmentarereviewedateachfinancial year end and adjusted prospectively, if appropriate. Derecognition An intangible asset is derecognized on disposal, or when no future economic benefits are expected from continued use of intangibleasset.Gainsorlossesarisingfromde-recognitionofanintangibleasset,measuredasthedifferencebetweenthenet disposal proceeds and the carrying amount of the asset, are recognized in statement of profit and loss when the asset is de- recognized. GainsorlossesarisingfromderecognitionofaProperty,PlantandEquipmentaremeasuredasthedifferencebetweenthenet disposalproceedsandthecarryingamountoftheassetandarerecognisedintheStatementofProfitandLosswhentheassetis derecognised. (b) Capital Work-in-Progress and Capital Advances CostofProperty,PlantandEquipmentnotreadyforintendeduse,asonthebalancesheetdate,isshownasa"CapitalWork-in- Progress". The Capital Work-in-Progress is stated at cost. Any expenditure in relation to survey and investigation of the propertiesiscarriedasCapitalWork-in-Progress.Suchexpenditureiseithercapitalizedascostoftheprojectsoncompletionof constructionprojectorthesameisexpensedintheperiodinwhichitisdecidedtoabandonsuchproject.Anyadvancegiven towards acquisition of Property, Plants and Equipment outstanding at each balance sheet date is disclosed as "Other Non- Current Assets" 322TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements (c) Intangible Assets Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade discount and rebates less accumulated amortisation/depletionandimpairmentlosses,ifany.Suchcostincludespurchaseprice,borrowingcosts,andanycostdirectly attributabletobringingtheassettoitsworkingconditionfortheintendeduse,netchargesonforeignexchangecontractsand adjustments arising from exchange rate variations attributable to the Intangible Assets. Subsequentcostsareincludedintheasset'scarryingamountorrecognisedasaseparateasset,asappropriate,onlywhenitis probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Cost of intangible assets under development as at the reporting date are disclosed as intangible assets under development. Amortization The amortization expenses on Intangible assets with the finite lives are recognized in the Statement of Profit and Loss. The Group'sintangibleassetscomprisesassetswithfiniteusefullifewhichareamortisedonastraight-linebasisovertheperiodof their expected useful life as tabulated below: Theamortizationperiodandtheamortizationmethodforanintangibleassetwithfiniteusefullifeisreviewedateachfinancial year end and adjusted prospectively, if appropriate. Derecognition An intangible asset is derecognized on disposal, or when no future economic benefits are expected from continued use of intangibleasset.Gainsorlossesarisingfromde-recognitionofanintangibleasset,measuredasthedifferencebetweenthenet disposal proceeds and the carrying amount of the asset, are recognized in statement of profit and loss when the asset is de- recognized. 2.4 Impairment of Non-Financial Assets - Property, Plant and Equipment and Intangible Assets TheGroupassessesateachreportingdateastowhetherthereisanyindicationthatanyProperty,PlantandEquipmentand IntengibleAssetsorgroupofAssets,calledCashGeneratingUnits(CGU)maybeimpaired.ifanysuchindicationexists,the recoverableamountofanassetorCGUisestimatedtodeterminetheextentofimpairment,ifany.Whenitisnotpossibleto estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset's carrying amount exceeds its recoverableamount.Therecoverableamountishigherofanasset'sfairvaluelesscostofdisposalandvalueinuse.Valueinuse isbasedontheestimatedfuturecashflows,discountedtotheirpresentvalueusingpre-taxdiscountratethatreflectscurrent market assessments of the time value of money and risk specific to the assets An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairmentlossisreversedonlytotheextentthattheasset'scarryingamountdoesnotexceedthecarryingamountthatwould have been determined, net of depreciation or amortization, if no impairment loss had been recognized directly in other comprehensive income and presented within equity. Theimpairmentlossrecognisedinprioraccountingperiodisreversediftherehasbeenachangeintheestimateofrecoverable amount There are no losses from impairment of assets to be recognized in the financial statements. 323TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements 2.5 Inventories Inventories comprise of Raw Materials and Finished Goods are stated at the lower of cost or net realizable value. Cost ofinventorycomprisesall costsofpurchaseincludingdutiesand taxes, freight inwardsand otherexpenditure directly attributabletoacquisitionandtobringtheinventoriestoitspresentlocationandcondition.Costoffinishedgoodsincludecost of materials consumed and cost of conversion. Cost of raw materials is determined on FIFO basis. Net realizable value represents the estimated selling price for inventories less estimated cost necessary to make the sale. 2.6 Cash and cash equivalents CashandcashequivalentsintheRestatedConsolidatedStatementofAssetsandLiabilitiescompriseofcashatbanksandon hand and short-termdepositswith an original maturity ofthreemonthsorless, which are subject to an insignificant risk of changes in value. 2.7 Share Capital Equitysharecapitalrepresentstheamountreceivedfromshareholderstowardssubscribedcapital,netofshareissueexpenses (if any). Any premium received over and above the face value of shares is classified under securities premium reserve. The Company is a private limited company and its shares are not publicly traded. 2.8 Leases TheGroupassessesatcontractinceptionwhetheracontractis,orcontains,aleasei.e.,ifthecontractconveystherighttocontrol the use of an identified asset for a period in exchange of consideration. (a) The Group as a Lessee TheGroup,asalessee,recognisesaright-of-useassetandaleaseliabilityforitsleasingarrangements,ifthecontractconveys the right to control the use of an identified asset. Thecontractconveystherighttocontroltheuseofanidentifiedasset,ifitinvolvestheuseofanidentifiedassetandtheGroup hassubstantiallyalloftheeconomicbenefitsfromuseoftheassetandhasrighttodirecttheuseoftheidentifiedasset.Thecost of the right-of-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted forany lease payments made at or before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequentlymeasuredatcostlessanyaccumulateddepreciation,accumulatedimpairmentlosses,itany,andadjustedforany remeasurement of the ease llability. The right-of-use assets are depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. TheGroupmeasurestheleaseliabilityatthepresentvalueoftheleasepaymentsthatarenotpaidatthecommencementdateof thelease.Theleasepaymentsarediscountedusingtheinterestrateimplicitinthelease,ifthatratecanbereadilydetermined,if that rate cannot be readily determined, the Group uses incremental borrowing rate (b) The Group as a Lessor Leases for which the Group is a lessor isclassified asa finance or operatinglease. Wheneverthe termsof the lease transfer substantiallyalltherisksandrewardsofownershiptothelessee,thecontractisclassifiedasafinancelease.Allotherleasesare classified as operating leases. For operating leases, rental income is recognized on a straight-line basis over the term of the relevant lease. 324TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements 2.9 Borrowing Costs Borrowingcostsincludeexchangedifferencesarisingfromforeigncurrencyborrowingstotheextenttheyareregardedasan adjustment to the interest cost. Borrowing costs that are directly attributable to the acquisition or construction of qualifying assetsarecapitalisedaspartofthecostofsuchassets.Aqualifyingassetisonethatnecessarilytakessubstantialperiodoftime to get ready for its intended use. Interestincomeearnedonthetemporaryinvestmentofspecificborrowingspendingtheirexpenditureonqualifyingassetsis deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred. 2.10 Employee Benefits (A) Short Term Employee Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services. (B) Post-Employment Benefits (i) Defined Contribution Plans Thegrouprecognisescontributionpayabletotheprovidentfundschemeasanexpense,whenanemployeerenderstherelated service, ifthe contribution payable to the schemeforservice received before the balance sheetdate exceedsthe contribution already paid, the deficit payable to the scheme is recognised as a liability. If the contribution already paid exceeds the contributiondueforservicesreceivedbeforethebalancesheetdate,thenexcessisrecognisedasanassettotheextentthatthe pre-payment will lead to a reduction in future payment or a cash refund. ii) Defined Benefit Plans (a)GratuityScheme:Thegrouppaysgratuitytotheemployeeswhohavecompletedfiveyearsofservicewiththegroupatthe timeofresignation/superannuation.Thegratuityispaid@15daysbasicsalaryandcearnessallowancesforeverycompleted yearofserviceasperthePaymentofGratuityAct,1972.Thelabilityinrespectofgratuityandotherpost-employmentbenefitsis calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees' services. Remeasurementgainsandlossesarisingfromadjustmentsandchangesinactuarialassumptionsarerecognisedintheperiodin which they occur in Other Comprehensive Income. (iii) Other Long Term Employee Benefits Entitlement to annual leave is recognized when they accrue to employees. 2.11 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax a) Current tax CurrenttaxismeasuredattheamountexpectedtobepaidtothetaxauthoritiesinaccordancewiththeprovisionsofIncome Tax Act, 1961. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. 325TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements b) Deferred Tax Deferredincometaxisprovidedinfull,usingtheliabilitymethod,ontemporarydifferencesarisingbetweenthetaxbasesof assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are recognised and carried forward only if it is probable that sufficient future taxable income will be availableagainstwhichsuchdeferredtaxassetscanberealised.Deferredtaxassetsandliabilitiesaremeasuredatthetaxrates thathavebeenenactedorsubstantivelyenactedasonthebalancesheetdate.Deferredtaxassetsanddeferredtaxliabilitiesare offset when there is a legally enforceable right to set off assets against liabilities representing current tax. Current and deferred tax for the year Currentanddeferredtaxisrecognisedinstatementofprofitandloss,excepttotheextentthatitrelatestoitemsrecognisedin Other comprehensive income. In this case, the tax is also recognised in Other comprehensive income. 2.12 Provisions, Contingent Liabilities and Contingent Assets Provisionsare recognized if, asa result ofa past event, the Group hasa present legal or constructive obligation that can be estimatedreliably,anditisprobablethatanoutflowofeconomicbenefitswillberequiredtosettletheobligation.Iftheeffectof thetimevalueofmoneyismaterial,provisionsarediscountedusingacurrentpretaxratesthatreflects,whereappropriate,the risksspecifictotheliability.Wherediscountingisused,theincreaseintheprovisionduetothepassageoftimeisrecognizedas a finance cost. Contingent liabilities are not recognized in the Ind AS Financial Statements but are disclosed in notes. Contingent asset is neither recognized nor disclosed in the Ind AS Financial Statements. 2.13 Revenue Recognition Revenuefromcontractswithcustomersisrecognisedwhencontrolofthegoodsorservicesaretransferredtothecustomeratan amount that reflects the consideration entitled in exchange for those goods or services. The Group has generally typically controls the goods or services before transferring them to the customer. Generally,controlistransferreduponshipmentofgoodstothecustomerorwhenthegoodsismadeavailabletothecustomer, provided transferoftitle to the customeroccursand the grouphasnot retained anysignificant risksofownershiporfuture obligations with respect to the goods shipped. Revenuefromrenderingofservicesisrecognisedonwhentheservicesarerenderedandrelatedcostareincurredovertimeby measuring the progress towards complete satisfaction of performance obligations at the reporting period. Revenue is measured at the amount of consideration which the Group expectsto beentitled to in exchange for transferring distinctgoodsorservicestoacustomerasspecifiedinthecontract,excludingamountscollectedonbehalfofthirdparties(for example taxes and duties collected on behalf of the government) Consideration is generally due upon satisfaction of performance obligations and a receivable is recognised when it becomes unconditional Export Incentives Export incentive revenues are recognized when the right to receive the credit is established and there is no significant uncertainty regarding the ultimate collection. Interest Income Interest Income from a Financial Asset is recognised using effective interest rate method. 326TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements Dividend Income Dividend Income is recognised when the Group's right to receive the amount has been established. Surplus / (Loss) on disposal of Property, Plant and Equipment / Investment Surplusorlossondisposalofproperty,plantandequipmentorinvestmentisrecordedontransfersoftitlefromtheGroup,and isdeterminedasthedifferencebetweenthesalepriceandcarryingvalueoftheproperty,plantandequipmentorinvestment and other incidental expenses. Rental Income Rental incomearisingfromoperating lease on investmentspropertiesisaccounted foron a straight-line basis overthe lease term except the case where the incremental lease reflects inflationary effect and rental income is accounted in such case by actual rent for the period. Insurance Claim Claim receivable on account of insurance is accounted for to the extent the Group is reasonably certain of their ultimate collection. Other Income Revenue from other income is recognized when the payment of that related income is received or credited. 2.14 Foreign Currency Transactions and Translation Transactionsinforeigncurrenciesarerecordedattheexchangerateprevailingonthedateoftransaction.Monetaryassetsand liabilitiesdenominatedinforeigncurrenciesaretranslatedatthefunctionalcurrencyclosingratesofexchangeatthereporting date.ExchangedifferencesarisingonsettlementortranslationofmonetaryitemsarerecognisedintheStatementofProfitand Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowingsthataredirectlyattributabletotheacquisitionorconstructionofqualifyingassetswhicharecapitalizedascostof assets. Non-monetaryitemsthataremeasuredintermsofhistoricalcostinaforeigncurrencyarerecordedusingtheexchangeratesat thedateofthetransaction.Non-monetaryitemsmeasuredatfairvalueinaforeigncurrencyaretranslatedusingtheexchange ratesonthedatewhenthefairvaluewasmeasured.Thegainorlossarisingontranslationofnon-monetaryitemsmeasuredat fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e, translation differencesonitemswhosefairvaluegainorlossisrecognisedinOtherComprehensiveIncomeortheStatementofProfitand Loss are also recognised in Other Comprehensive Income or Statement of Profit and Loss, respectively). 2.15 Government Grants and Subsidies Grantsinthenatureofsubsidieswhicharenon-refundablearerecognizedasincomewherethereisreasonableassurancethat thegroupwill complywith allthe necessaryconditionsattachedto them.Incomefromgrantsisrecognized ona systematic basis over periods in which the related costs that are intended to be compensated by such grants are recognized Refundable government grants are accounted in accordance with the recognition and measurement principle of Ind AS 109, "FinancialInstruments".Itisrecognizedasincomewhenthereisa reasonableassurance thatthe groupwill complywith all necessaryconditionsattachedtothegrants.Incomefromsuchbenefitisrecognizedonasystematicbasisovertheperiodofthe grants during which the group recognizes interest expense corresponding to such grants. 327TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 RESTATED CONSOLIDATED FINANCIAL STATEMENTS Notes forming part of the Restated Consolidated Financial Statements 2.16 Financial Instruments Financial Assets (A) Initial Recognition and Measurement All Financial Assetsare initially recognised at fairvalue. Transaction coststhat are directlyattributable to theacquisition or issue of Financial Assets, which are not at Fair Value through Profit and Loss, are adjusted to the fair value on initial recognition. Purchase and sale of Financial Assets are recognised using trade date accounting. (B) Subsequent Measurement a) Financial Assets measured at Amortised Cost (AC) AFinancialAssetismeasuredatAmortisedCostifitisheldwithinabusinessmodelwhoseobjectiveistoholdtheassetin ordertocollectcontractualcashflowsandthecontractualtermsoftheFinancialAssetgiverisetocashflowsonspecifieddates that represent solely payments of principal and interest on the principal amount outstanding. b) Financial Assets measured at Fair Value Through Other Comprehensive Income (FVTOCI) AFinancialAssetismeasuredatFVTOCIifitisheldwithinabusinessmodelwhoseobjectiveisachievedbybothcollecting contractualcashflowsandsellingFinancialAssetsandthecontractualtermsoftheFinancialAssetgiveriseonspecifieddates to cash flows that represents solely payments of principal and interest on the principal amount outstanding. c) Financial Assets measured at Fair Value Through Profit or Loss (FVTPL) AFinancialAssetwhichisnotclassifiedinanyoftheabovecategoriesismeasuredatFVTPL.Financialassetsarereclassified subsequent to their recognition, if the Group changes its business model for managing those financial assets. Changes in businessmodel aremade andapplied prospectivelyfromthereclassification datewhich isthe firstday ofimmediately next reportingperiodfollowingthechangesinbusinessniodelinaccordancewithprincipleslaiddownunderIndAS109-Financial instruments. (C) Investments InvestmentsareclassifiedintoCurrentorNon-CurrentInvestments.Investmentsthatarereadilyrealizableandintendedtobe held for not more than a year from the date of acquisition are classified as Current Investments. All other Investments are classified as Non-Current Investments. However, that part of Non-Current Investments which are expected to be realized within twelve months from the Balance Sheet date is also presented under "Current Investments" under "Current portion of Non- Current Investments" in consonance with Current/Non-Current classification of Schedule-l of the Act. AlltheequityinvestmentswhicharecoveredunderthescopeofIndAS109,'FinancialInstruments"aremeasuredatfairvalue. Investmentinmutualfundsismeasuredatfairvaluethroughprofitandloss(FVTPL).TradingInstrumentsaremeasuredatfair value through profit and loss (FVTPL) (D)investment in Subsidiaries, Associates and Joint Ventures TheCompanyhasaccounted foritsinvestmentsin Subsidiaries,associates andjoint venturesat costlessimpairmentloss(if any). 328TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) 3Property, Plant and Equipment Particulars Data Processing Furniture & Office Plant & Leasehold Total Capital Total Equipment Fixtures Equipment Machinery Improvements work in progress Gross Block As at April 1, 2022 2.61 5 .30 2.70 18.57 8.16 37.34 - - Additions 0.47 0 .20 1.73 15.38 2.92 20.70 - - Disposals/Adjustments ( 0.19) - - - - (0.19) - - As at March 31, 2023 2.89 5 .50 4.43 33.95 11.08 57.85 - - Additions 12.48 0 .96 2.17 6.29 4.95 26.85 - - Disposals/Adjustments - - - - - - - - As at March 31, 2024 15.37 6 .46 6.60 40.24 16.03 84.70 - - Additions 17.51 4 .47 22.36 6.42 165.36 216.12 - - Disposals/Adjustments - - - - - - - - As at March 31, 2025 32.88 1 0.93 28.96 46.66 181.39 300.82 - - Additions 2.48 2 .75 0.67 0.38 6.33 12.62 - - Disposals/Adjustments - - - - - - - - As at June 30, 2025 35.36 1 3.68 29.63 47.04 187.72 313.44 - - 329TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) 3Property, Plant and Equipment Particulars Data Processing Furniture & Office Plant & Leasehold Total Capital Total Equipment Fixtures Equipment Machinery Improvements work in progress Accumulated Depreciation As at April 1, 2022 2.20 1 .44 1.69 11.84 2.52 19.69 - - Depreciation charge for the year 0.28 0 .53 0.67 4.98 0.82 7.28 - - Reversal on Disposal/Adjustments 0.18 - - - - 0.18 - - As at March 31, 2023 2.30 1 .97 2.36 16.82 3.34 26.79 - - Depreciation charge for the year 1.42 0 .60 0.91 5.83 1.29 10.05 - - Reversal on Disposal/Adjustments - - - - - - - - As at March 31, 2024 3.72 2 .57 3.27 22.65 4.63 36.84 - - Depreciation charge for the year 6.51 0 .87 2.67 6.45 2.63 19.13 - - Reversal on Disposal/Adjustments - - - - - - - - As at March 31, 2025 10.23 3 .44 5.94 29.10 7.26 55.97 - - Depreciation charge for the period 2.81 0 .31 2.21 0.51 4.64 10.48 - - Reversal on Disposal/Adjustments - - - - - - - - As at June 30, 2025 13.04 3 .75 8.16 29.61 11.90 66.46 - - Net Block Balance as on March 31, 2023 0.59 3 .53 2.07 17.13 7.74 31.06 - - Balance as on March 31, 2024 11.65 3 .89 3.32 17.60 11.41 47.86 - - Balance as on March 31, 2025 22.65 7 .49 23.01 17.56 174.13 244.85 - - Balance as on June 30, 2025 22.32 9 .94 21.47 17.43 175.82 246.98 330TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) 4Right of Use Assets, Intangible Assets and Capital Work in Progress Particulars Right of use Total Computer Intellectual Total Capital Total assets Software Property work in progress Gross Block As at April 1, 2022 3 8.91 38.91 4.18 - 4.18 - - Additions - - 109.98 - 109.98 - - Disposals/Adjustments - - - - - - - As at March 31, 2023 3 8.91 38.91 114.16 - 114.16 - - Additions 6 2.34 62.34 13.95 1,832 1,846 - - Disposals/Adjustments - - - - - - - As at March 31, 2024 1 01.25 101.25 128.11 1,831.91 1,960.02 - - Additions 2 9.25 29.25 43.42 - 43.42 7.21 7.21 Disposals/Adjustments (7.81) ( 7.81) - - - - - As at March 31, 2025 1 22.69 122.69 171.53 1,831.91 2,003.44 7.21 7.21 Additions 3 .88 3.88 1.21 - 1.21 43.71 43.71 Disposals/Adjustments - - - - - - - As at June 30, 2025 1 26.57 126.57 172.74 1,831.91 2,004.65 50.92 50.92 331TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) 4Right of Use Assets, Intangible Assets and Capital Work in Progress Particulars Right of use Total Computer Intellectual Total Capital Total assets Software Property work in progress Accumulated Depreciation As at April 1, 2022 - - 4.17 - 4.17 - - Depreciation charge for the year 5 .99 5.99 2.64 - 2.64 - - Reversal on Disposal/Adjustments - - - - - - - As at March 31, 2023 5 .99 5.99 6.81 - 6.81 - - Depreciation charge for the year 9 .50 9.50 38.32 76.08 114.40 - - Reversal on Disposal/Adjustments - - - - - - - As at March 31, 2024 1 5.49 15.49 45.13 76.08 121.21 - - Depreciation charge for the year 1 6.52 16.52 47.12 183.19 230.31 - - Reversal on Disposal/Adjustments - - - - - - - As at March 31, 2025 3 2.01 32.01 92.25 259.27 351.52 - - Depreciation charge for the period 4 .78 4.78 10.56 45.67 56.23 - - Reversal on Disposal/Adjustments - - - - - - - As at June 30, 2025 3 6.79 36.79 102.81 304.94 407.75 - - Net Block Balance as on March 31, 2023 3 2.93 32.93 107.35 - 107.35 - - Balance as on March 31, 2024 8 5.76 85.76 82.98 1,755.83 1,838.81 - - Balance as on March 31, 2025 9 0.68 90.68 79.28 1,572.64 1,651.92 7.21 7.21 Balance as on June 30, 2025 8 9.78 89.78 69.93 1,526.97 1,596.90 50.92 50.92 332TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 5 - Financials Assets - Non Current Investment As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 UNQUOTED INVESTMENTS In Equity Shares at cost Unquoted - Fully paid up 2,600 (2025, 2024 and 2023: 2,600) equity shares of Rs. 10 each of 0.03 0.03 0.03 0 .03 MEIL ICOMM Tonbo Tech Private Limited - Fully paid up Nil (2025 and 2024: Nil, 2023: 4,900 ) equity shares of Rs. 10 each of - - - 0 .04 HBL Tonbo Private Limited - Fully paid up Total 0.03 0.03 0.03 0 .07 Note: Aggregate Carrying Value of Unquoted Investment 0.03 0.03 0.03 0 .07 Note 6 - Other Financial Assets - Non Current As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Unsecured- Considered Good Rental Deposits 10.82 10.85 5.66 2 .95 Sales Tax Deposits 0.01 0.01 0.01 0 .01 Earnest Money Deposits 0.07 0.07 - - Term Deposit with maturity of more than 12 months 949.61 782.03 136.41 106.64 Others 0.02 0.01 0.00 0 .01 Total 960.52 792.97 142.08 109.61 Note 7 - Other Non Current Assets As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Advance Tax including refunds receivable (Net) - - - 8 .50 Prepayments - Lease 2.99 2.98 1.02 1 .25 Prepayments - EMD 0.02 0.02 0.03 0 .04 Gratuity Fund* 15.26 14.98 - - Total 18.27 17.98 1.05 9 .79 *TheCompany has invested in ICICI PruGroup Suraksha Plus vide Policy Number 00013121.This is an annually renewable, non participating, non linked, life group savings product. Employer can hold the master policy, can make contributions in one or more instalments.Interestwillbeaccruedonyearlybasis.Thepolicyhasdeathbenefitpayableandmemberbenefitpayableoptions.Policy canbesurrenderedatanytimewiththeapplicablesurrendercharges.Policyholdershavetopayformortalitycost,extraallocation charges,surrenderchargesetc.TheInvestmentisclassifiedasOtherNonCurrent Assetsinceitis anonrefundablefundandintended to fund future Gratuity. 333TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 8 - Inventories As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Raw materials 1,054.39 950.26 1,062.66 275.11 Work-in-progress - - - - Finished goods/Stock in Trade 5.40 161.18 54.20 120.75 Total 1,059.79 1,111.44 1,116.86 395.86 Note: Raw materials, Work in progress and Stores and spares are valued at Cost. Finished Goods are valued at cost or net realisable value whichever is less. Note 9 - Trade receivables As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Trade receivables considered good - unsecured Debts outstanding for a period exceeding six months - - 8.38 4 .18 Other Debts 1,675.58 2,103.12 928.05 407.42 Total Trade Receivables 1,675.58 2,103.12 936.43 411.60 Less: Allowance for Bad and Doubtful debts - - - - Net Trade Receivables 1,675.58 2,103.12 936.43 411.60 Trade Receivable ageing schedule as at June 30, 2025 Particulars Outstanding for following periods from due date of Total Less than 6 months to More than 3 1 to 2 years 6 months 1 year years Undisputed Trade receivables - considered good 1 ,675.58 - - - 1,675.58 Undisputed Trade Receivables - considered doubtful - - - - - Disputed Trade Receivables - considered good - - - - - Disputed Trade Receivables - considered doubtful - - - - - Sub total 1 ,675.58 - - - 1,675.58 Undue - considered good - Undue - considered doubtful - Provision for doubtful debts - Total 1,675.58 334TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Trade Receivable ageing schedule as at March 31, 2025 Particulars Outstanding for following periods from due date of Total Less than 6 months to More than 3 1 to 2 years 6 months 1 year years Undisputed Trade receivables - considered good 2 ,103.12 - - - 2,103.12 Undisputed Trade Receivables - considered doubtful - - - - - Disputed Trade Receivables - considered good - - - - - Disputed Trade Receivables - considered doubtful - - - - - Sub total 2 ,103.12 - - - 2,103.12 Undue - considered good - Undue - considered doubtful - Provision for doubtful debts - Total 2,103.12 Trade Receivable ageing schedule as at March 31, 2024 Particulars Outstanding for following periods from due date of Total Less than 6 months to More than 3 1 to 2 years 6 months 1 year years Undisputed Trade receivables - considered good 9 28.05 3.67 4.71 - 936.43 Undisputed Trade Receivables - considered doubtful - - - - - Disputed Trade Receivables - considered good - - - - - Disputed Trade Receivables - considered doubtful - - - - - Sub total 9 28.05 3.67 4.71 - 936.43 Undue - considered good - Undue - considered doubtful - Provision for doubtful debts - Total 936.43 Trade Receivable ageing schedule as at March 31, 2023 Particulars Outstanding for following periods from due date of Total Less than 6 months to More than 3 1 to 2 years 6 months 1 year years Undisputed Trade receivables - considered good 4 07.42 3.41 0.77 - 411.60 Undisputed Trade Receivables - considered doubtful - - - - - Disputed Trade Receivables - considered good - - - - - Disputed Trade Receivables - considered doubtful - - - - - Sub total 4 07.42 3.41 0.77 - 411.60 Undue - considered good - Undue - considered doubtful - Provision for doubtful debts - Total 411.60 335TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 10 - Cash and Cash Equivalents As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Cash and Cash Equivalents Cash in hand 0.13 0.14 0.07 - Balance with Scheduled Banks: - Current Account 204.79 706.52 519.91 3 7.34 - Export Earners Foreign Currency (EEFC) Account 177.59 0.66 4.99 8 9.84 - In Deposit Accounts (maturity within 3 months from reporting date) - 302.39 331.77 120.20 Total 382.51 1,009.71 856.74 247.38 Note 11 - Other Bank Balances As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Balance with Scheduled Banks: Balance with bank in Fixed Deposit accounts (maturity more than 3 months but less than 12 months from reporting date) 161.92 9.52 299.99 149.62 Total 161.92 9.52 299.99 149.62 Note 12 - Loans and Advances As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Loans to Employees 2.95 2.45 3.56 0 .72 Loans to Related Parties - Serial Innovations Employee Stock Option Trust 1.89 1.89 1.89 2 .48 Total 4.84 4.34 5.45 3 .20 Note 13 - Other Financial Assets As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Rental Deposits 0.18 0.17 - - Earnest Money Deposits 0.83 0.66 2.10 0 .95 Interest Accrued on Term Deposits 4.57 4.67 4.30 2 .32 Others 6.64 - - - Total 12.22 5.50 6.40 3 .27 Note 14 - Other Current Assets As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Advance to Suppliers 105.70 27.53 229.14 8 4.59 Prepaid Expenses 18.98 7.37 13.25 1 .59 Capital Advances 1.77 2.53 - - Other Advances 2.10 11.76 0.07 108.06 GST Refund Receivable 1.37 58.72 0.16 - GST Input Tax Credit 106.60 106.39 166.72 - Advance Tax including refunds receivable (Net) 29.44 - - - MAT Credit entitlement - - - 1 5.02 Total 265.96 214.29 409.34 209.26 336TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 15 - Equity Share Capital As at As at As at As at June 30, March 31, March 31, March 31, Particulars 2025 2025 2024 2023 Authorised Share Capital 1,14,97,500 (2025: 900,000, 2024 and 2023: 475,000) Equity Shares of Rs. 10 each 114.98 9 .00 4.75 4 .75 1 14.98 9 .00 4 .75 4 .75 Issued, Subscribed and Paid up share capital 1,14,56,420 (2025: 733,272, 2024 and 2023: 298,914) Equity Shares of Rs.10 each fully paid up 114.56 7.33 2.99 2.99 114.56 7.33 2.99 2.99 Rights, preferences and restrictions attached to the equity shares TheCompanyhasoneclassofequityshareshavingaparvalueofRs.10each. Eachshareholderiseligibleforonevotepershareheld. DividendsproposedbytheBoardofDirectorsaresubjecttothe approvaloftheshareholdersintheensuingAnnualGeneralMeeting,exceptincaseofinterimdividend. Intheeventofliquidation,theequityshareholdersareeligibletoreceivetheremainingassets of the Company after distribution of all preferential amounts, in proportion to their shareholding. a Reconciliation of the number of Equity Shares outstanding and the amount of share capital June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Particulars No of Shares Amount No of Shares Amount No of Shares Amount No of Shares Amount Equity Shares Number of shares at the beginning of the year / period 7,33,272 7 .33 2,98,914 2.99 2,98,914 2.99 3,58,914 3.59 Add: Shares issued during the year / period 1,08,83,599 1 08.84 70,000 0.70 - - - - Add: Shares issued upon conversion of preference shares - - 3,64,358 3.64 - - - - Less: Shares bought back (1,60,451) (1.60) - - - - 60,000 0.60 Number of shares at the end of the year / period 1,14,56,420 114.56 7,33,272 7.33 2,98,914 2.99 2,98,914 2.99 337TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) b Details of the Shareholders and Percentage of Shares June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Particulars No of Shares Percentage No of Shares Percentage No of Shares Percentage No of Shares Percentage Equity Shareholders (i) Mr. Timothy Guy Mitchell 83,480 0 .73 4 ,174 0.57 4,174 1 .40 15,000 5 .02 (ii) Serial Innovations Employee Stock Option Trust 5,79,820 5 .06 1 ,89,442 25.84 1,89,442 6 3.38 1,89,442 6 3.38 (iii) Mr. Arvind Kondangi Lakshmikumar, Managing 9,93,680 8 .67 4 9,684 6.78 49,684 1 6.62 89,000 2 9.77 Director (iv) Mr. Ankit Kumar, Director 6,07,340 5 .30 3 0,367 4.14 30,367 1 0.16 - - (v) Ms. Cecilia D'Souza, Director 3,95,500 3 .45 1 9,775 2.70 19,775 6 .62 - - (vi) CEAQ Technologies Private Limited (Formerly known as Tonbo Imaging Private Limited) 20,32,900 1 7.74 1 ,01,645 13.86 5,472 1 .83 5,472 1 .83 (vii) CEAQ Technologies Pte Ltd (Formerly known as Tonbo Imaging Pte Ltd) 30,67,000 2 6.77 1 ,53,350 20.91 - - - - (viii) HBL Engineering Limited 16,32,600 1 4.25 8 1,630 11.13 - - - - (ix) Florintree Flowtech LLP 5,92,000 5 .17 2 9,600 4.04 - - - - (x) Yali Deeptech Fund I 4,80,000 4 .19 2 4,000 3.27 - - - - (xi) Export-Import Bank of India 80,000 0 .70 4 ,000 0.55 - - - - (xii) Others holding less than 5% stake 9,12,100 7 .96 4 5,605 6.22 - - - - Total 1,14,56,420 1 00 7,33,272 100 2,98,914 1 00 2,98,914 1 00 338TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) c Details of Promoter Shareholding and Percentage of Shares June 30, 2025 Name of the Promoter No of Shares % of shares % change (i) Mr. Arvind Kondangi Lakshmikumar, Managing Director 9,93,680 8.67 95% (ii) Mr. Ankit Kumar, Director 6,07,340 5.30 95% (iii) Ms. Cecilia D'Souza, Director 3,95,500 3.45 95% March 31, 2025 Name of the Promoter No of Shares % of shares % change (i) Mr. Arvind Kondangi Lakshmikumar, Managing Director 49,684 6.78 0% (ii) Mr. Ankit Kumar, Director 30,367 4.14 0% (iii) Ms. Cecilia D'Souza, Director 19,775 2.70 0% March 31, 2024 Name of the Promoter No of Shares % of shares % change (i) Mr. Arvind Kondangi Lakshmikumar, Managing Director 49,684 16.62 -44% (ii) Mr. Ankit Kumar, Director 30,367 10.16 100% (iii) Ms. Cecilia D'Souza, Director 19,775 6.62 100% March 31, 2023 Name of the Promoter No of Shares % of shares % change (i) Mr. Arvind Kondangi Lakshmikumar, Managing Director 89,000 29.77 - (ii) Mr. Ankit Kumar, Director - - - (iii) Ms. Cecilia D'Souza, Director - - - d Buy Back of Equity Shares: On June 26, 2025, the Company completed buyback of 160,451 Equity shares of face value of Rs.10 per share pursuant to a resolution of the Board of Directors and a resolution of the shareholders both dated May 27, 2025. Post buy back number of equity shares of the Company is 572,821. e Issuance of Bonus shares : On June 30, 2025, the shareholders of the Company approved issuance of bonus shares in the ratio of 19:1, i.e., 19 bonus shares for each fully paid equity share through capitalisation of Capital redemption and Securities premium reserves of the Company. Accordingly, 10,883,599 bonus shares were issued. The number of shares prior to the bonus issue was 572,821. Accordingly, the post Bonus issue the number of equity shares is 11,456,420. 339TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 16 - Instruments entirely equity in nature As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Authorised Share Capital 125,000 (2025, 2024 and 2023: 125,000) Preference Shares of Rs. 10 each 1.25 1.25 1.25 1.25 160,000 (2025, 2024 and 2023: 160,000) Preference Shares of Rs. 913 each 146.08 146.08 146.08 146.08 200,000 (2025, 2024 and 2023: 200,000) Preference Shares of Rs. 100 each 20.00 20.00 20.00 20.00 45,000 (2025 and 2024: 45,000, 2023: Nil) Preference Shares of Rs. 10,171 each 457.70 457.70 457.70 - 625.03 625.03 625.03 167.33 Issued, Subscribed and Paid up share capital Nil (2025: Nil, 2024 and 2023: 96,173 ) Series A Preference Shares of Rs.10 each fully paid up - - 0.96 0.96 Nil (2025: Nil, 2024 and 2023: 153,350 ) Series B Preference Shares of Rs. 913 each fully paid up - - 140.01 140.01 Nil (2025: Nil, 2024 and 2023: 3044 ) Series B1 Preference Shares of Rs. 10 each fully paid up - - 0.00 0.00 Nil (2025: Nil, 2024: 112,156, 2023: Nil ) Series C Preference Shares of Rs. 100 each fully paid up - - 11.22 - Nil (2025: Nil, 2024: 44,858, 2023: Nil ) Series C1 Preference Shares of Rs. 10171 each fully paid up - - 456.25 - - - 6 08.44 1 40.97 340TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Rights, preferences and restrictions attached to the Preference Shares TheSeriesAPreferencesharesarecompulsorilyconvertible,cumulative,preferencesharesoftheCompany. Theconversionratiois1:1.Thepreferenceshareswouldbeconvertibleintoequitysharesat theoptionoftheSeriesApreferenceshareholdersatanytimewithin20(twenty)yearsfromthedateofallotmenti.e.6June2011for59,884sharesand19January2012for 48,093shares.Theseshares carryacumulativedividendof10(ten)percentperannumandentitledtoparticipateinthedistributableprofits oftheCompanyproratawithequityshareholders.Intheeventofliquidation,the preferenceshareholders areentitledtoreceivesuchamountthatshallbeavailablefordistributionafterdistributionoftheliquidationproceedstoSeriesCandSeriesC1investors.96,173SeriesA preference shares have been converted to 96,173 equity shares as of March 27, 2025. TheSeriesBPreferencesharesarecompulsorilyconvertible,cumulative,preferencesharesoftheCompany. Theconversionratiois1:1.Thepreferenceshareswouldbeconvertibleintoequitysharesat theoptionoftheSeriesBpreferenceshareholdersatanytimewithin20(twenty)yearsfromthedateofallotmenti.e.15January2019.Thesesharescarryacumulativedividendof10(ten)percentper annumandentitledtoparticipateinthedistributableprofits oftheCompanyproratawithequityshareholders.Intheeventofliquidation,thepreferenceshareholders areentitledtoreceivesuch amount that shallbeavailablefor distribution after distribution of theliquidation proceeds toSeries C andSeries C1 preference shareholders. 153,350 Series B preferenceshares have been fully converted to 153,350 equity shares as of March 27, 2025. TheSeriesB1PreferencesharesarecompulsorilyconvertiblepreferencesharesoftheCompany. TheSeriesB1preferencesharesareconvertibleata15%discounttothefairvalueoftheequitysharesof theCompanyprevailingasonthedateofconversionoronthedateofallotmenti.e.May31,2022,ofsuchpreferenceshares,whicheverishigher.TheSeriesB1preferencesharesarenotredeemable. Thesesharescarryanon-cumulativedividendof0.001(zero-pointzerozeroone)percentperannum.Thesearenon-participatoryandwillnotbeentitledtoparticipateinthedistributableprofits of theCompany.Intheeventofliquidation,theSeriesB1preferenceshareholdersshallrankparipassuwithSeriesCpreferenceshareholders.3,044SeriesB1preferenceshareshavebeenfullyconverted to 2,206 equity shares as of March 27, 2025. TheSeriesCPreferencesharesarecompulsorilyconvertiblepreferencesharesoftheCompany.Thepreferencesharesareconvertible1:1subjecttosuchadjustmentsasstatedintheshareholders agreement.TheSeriesCpreferencesharesarenotredeemableandwouldbeconvertibleintoequitysharesattheoptionoftheSeriesCpreferenceshareholdersatanytimewithin20(twenty)years fromthedateofallotmenti.e.11April2023for64,700sharesand21July2023for47,456shares.Thesesharescarryacumulativedividendof0.01(zeropointzeroone)percentperannumandentitled toparticipateinthedistributableprofits oftheCompany.Intheeventofliquidation,thepreferenceshareholdersareentitledtoreceiveanamountequaltotheinvestmentamountinpreferencetothe SeriesAandSeriesBpreferenceshareholdersandshallrankparipassuwithSeriesC1preferenceshares.112,156SeriesCpreferenceshareshavebeenfullyconvertedto81,630equitysharesasof March 27, 2025. TheSeriesC1PreferencesharesarecompulsorilyconvertiblepreferencesharesoftheCompany.Thepreferencesharesareconvertible1:1subjecttosuchadjustmentsasstatedintheshareholders agreement.TheSeriesC1preferencesharesarenotredeemableandwouldbeconvertibleintoequitysharesattheoptionoftheSeriesC1preferenceshareholdersatanytimewithin20(twenty)years fromthedateofallotmenti.e.March31,2024.Thesesharescarryacumulativedividendof0.01(zeropointzeroone)percentperannumandentitledtoparticipateinthedistributableprofits ofthe Company.Intheeventofliquidation,thepreferenceshareholdersareentitledtoreceiveanamountequaltotheinvestmentamountinpreferencetotheSeriesAandSeriesBpreferenceshareholders and shall rank pari passu with Series C preference shares. 44,858 Series C1 preference shares have been fully converted to 30,999 equity shares as of March 27, 2025. 341TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) a Reconciliation of the number of Preference Shares outstanding and the amount of share capital Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 No of Shares Amount No of Shares Amount No of Shares Amount No of Shares Amount Series A Preference Shares Balance at the beginning of the year / period - - 96,173 0.96 96,173 0.96 96,173 0.96 Add: Shares issued during the year / period - - - - - - - - Less: Shares converted to equity during the year / period - - 96,173 0.96 - - - - Balance at the end of the year / period - - - - 96,173 0.96 96,173 0.96 Series B Preference Shares Balance at the beginning of the year / period - - 1,53,350 140.01 1,53,350 140.01 1,53,350 140.01 Add: Shares issued during the year / period - - - - - - - - Less: Shares converted to equity during the year / period - - 1,53,350 140.01 - - - - Balance at the end of the year / period - - - - 1,53,350 140.01 1,53,350 140.01 Series B1 Preference Shares Balance at the beginning of the year / period - - 3,044 0.00 3,044 0.00 - - Add: Calls made during the year / period - - - 0.03 - - - - Add: Shares Issued during the year / period - - - - - - 3,044 0.00 Less: Shares converted to equity during the year / period - - 3,044 0.03 - - - - Balance at the end of the year / period - - - - 3,044 0.00 3,044 0.00 342TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) - Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 No of Shares Amount No of Shares Amount No of Shares Amount No of Shares Amount Series C Preference Shares - Balance at the beginning of the year / period - - 1,12,156 11.22 - - - - Add: Shares Issued during the year / period - - - - 1,12,156 11.22 - - Less: Shares converted to equity during the year / period - - 1,12,156 11.22 - - - - Balance at the end of the year / period - - - - 1,12,156 11.22 - - Series C1 Preference Shares Balance at the beginning of the year / period - - 44,858 456.25 - - - - Add: Shares Issued during the year / period - - - - 44,858 456.25 - - Less: Shares converted to equity during the year / period - - 44,858 456.25 - - - - Balance at the end of the year / period - - - - 44,858 456.25 - - b Details of the Preference Shareholders and Percentage of Shares Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 No of Shares Percentage No of Shares Percentage No of Shares Percentage No of Shares Percentage i.Series A Preference Shareholders (i) CEAQ Technologies Private Limited (Formerly - - - - 96,173 100 96,173 100 known as Tonbo Imaging Private Limited) ii.Series B Preference Shareholders (i) CEAQ Technologies Pte Ltd (Formerly known as - - - - 1,53,350 100 1,53,350 100 Tonbo Imaging Pte Ltd) iii.Series B1 Preference Shareholders (i) Blacksoil India Credit Fund - - - - 1,522 50 1,522 50 (ii) Blacksoil Capital Private Limited - - - - 1,522 50 1,522 50 iv.Series C Preference Shareholders (i) HBL Engineering Limited - - - - 1,12,156 100 - - v.Series C1 Preference Shareholders (i) Others with less than 5% stake - - - - 44,858 100 - - 343TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) c Employee Stock Option Plan TheCompany’sESOPisadministeredandmanagedthroughatrust,SerialInnovationsEmployeeStockOptiontrust,formedforthepurposein2008.TheCompanyissuessharestothetrustfromtime totimeandgrantscredittoenablethetrusttopurchasethesaidshares.TheESOPregulationswereamendedandrestatedin2024.Thestockoptionschemeisequitysettled,whereemployeesare grantedoptionswithagradedvestingoveraperiodofthreeyears.Uponvestingtheemployeesareeligibletoconverttheoptionsintoequityshares.Theoptionsnormallyexpireattheendof8years fromthevestingdate.AtthegrantdatetheCompanyestimatesthefairvalueoftheoptionsexpectedtovestattheendofthevestingperiodandthesharebasedcompensationisrecognizedwitha .corresponding credit to a Stock option outstanding Account Onexerciseoftheoptions,proportionatesharesheldbytheTrustaretransferredtothesaidemployee,whopaystheexercisepricetotheTrust.Thesharessotransferred/issuedtotheemployeesare consideredtohavebeenissuedataconsiderationcomprisingtheexercisepriceandthecorrespondingamountstandingtothecreditofStockOptionOutstandingAccount.Accordinglyanamount ..equivalent to the value of the option exercised is transferred from the Stock Option outstanding account to the Share Premium account Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Options outstanding at the beginning of the year / period (no.) 2 0,876 - 1 ,92,000 1 ,92,000 Options granted during the year / period (no.) - 2 0,876 - - Adjustment for bonus shares issued during the year / period 3 ,96,644 - - - Weighted average fair value per option granted to employees (Rs.) NA 1 0,051 NA NA Weighted average fair value per option granted to directors (Rs.) NA NA NA NA Options forfeited and lapsed during the year / period - - 1 ,92,000 - Options exercised during the year / period (no.) - - - - Weighted average share price at the date of exercise per option exercised (Rs.) NA NA NA NA Total number of shares arising as a result of exercise of options NA NA NA NA Money received on exercise of options during the year / period (Rs. Million) NA NA NA NA Total number of Options in force at the end of the year / period (no.) 4 ,17,520 2 0,876 - 1 ,92,000 Options exercisable at the end of the year / period (no.) - - - 1 ,92,000 The total employee share based compensation expense recognized / (written back) during the year / period (Rs. Million) 3 6.40 1 02.40 ( 7.30) - The ESOP regulations were amended and restated in July 2024 and the maximum number of options that may be granted under the current scheme shall not be more than 5,79,820 (after adjusting for bonus shares issued). There were no modifications to the respective employee share based plans during the year 2023. d Aggregate number of shares issued for consideration other than cash The Company has not issued any shares for consideration other than cash from the date of incorporation. The Company has bought back 60,000 equity shares and 160,451 equity shares in March 2023 and June 2025 respectively. The Company also issued bonus shares to all existing shareholders in the ratio of 19:1 i.e. 19 bonus shares for each equity share in June 2025. 344TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 17 - Other Equity As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Securities Premium Reserve Balance at the beginning of the year / period 3,249.45 875.35 1 9.83 19.83 Add: Securities premium credited on share issue - 1,749.30 8 55.52 - Add: Securities premium credited on conversion of shares - 624.80 - - Less: Utilised towards issue of bonus shares during the year / period 106.63 - - - Balance at the end of the year / period 3,142.82 3,249.45 8 75.35 19.83 Retained Earnings Balance at the beginning of the year / period 1,524.91 781.51 1 12.93 116.46 Add: Net Profit/(Loss) for the year / period 54.31 727.60 6 85.43 11.81 Add: Remeasurement of defined benefit plan transferred from OCI - - - - Less: Transfer to Capital Redemption Reserve on buy back of shares ( 1.60) - - ( 0.60) Add: Transfer from Debenture Redemption Reserve on redemption of NCD 15.79 31.59 - - Less: Transfer to Debenture Redemption Reserve on account of issue of - ( 15.79) (16.85) ( 14.74) PNrCioDr Period Expenses - - - - Other Adjustments (IND-AS Transition) - - - - Balance at the end of the year / period 1,593.41 1,524.91 7 81.51 112.93 Capital Redemption Reserve Balance at the beginning of the year / period 0.60 0.60 0 .60 - Add: Transfer from Retained Earnings 1.60 - - 0.60 Less: Appropriations during the year / period ( 2.20) - - - Balance at the end of the year / period - 0.60 0 .60 0.60 Debenture Redemption Reserve Balance at the beginning of the year / period 15.79 31.59 1 4.74 - Add: Transfer from Retained Earnings - 15.79 1 6.85 14.74 Less: Transfer to Retained Earnings ( 15.79) ( 31.59) - - Less: Appropriations during the year / period - - - - Balance at the end of the year / period - 15.79 3 1.59 14.74 Share Options Outstanding account Balance at the beginning of the year / period 102.40 - 7 .30 7.30 Changes during the year / period 36.40 102.40 (7.30) - Balance at the end of the year / period 138.80 102.40 - 7.30 Other Comprehensive Income (OCI) Balance at the beginning of the year / period 0.91 0.82 (0.19) 0.00 Other comprehensive income for the year / period, net of income tax (0.53) 0.08 1 .01 ( 0.19) Balance at the end of the year / period 0.38 0.91 0 .82 ( 0.19) Total Other Equity 4,875.41 4,894.06 1 ,689.88 155.21 345TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 18 - Long Term Borrowings As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Secured Borrowings From Banks - - - 4.11 Less: IND AS Transaction Cost Adjustment - - - - Total - - - 4.11 Unsecured Borrowings From Banks - - - 1.90 Less: IND AS Transaction Cost Adjustment - - - - Total - - - 1.90 Non Convertible Secured Debentures Non Convertible Secured Debentures - - 1 52.72 21.18 Nil (2025: 600, 2024: 1000, 2023: 400) Non Convertible Debentures of Rs. 0.5 Mil each Less: IND AS Transaction Cost Adjustment - - - - Total - - 1 52.72 21.18 Grand Total - - 1 52.72 27.18 Particulars of Long term Borrowings Rate of Interest Monthly No. of Instalments Outstanding as of Name of Lender/Type of Loan Instalments June 30, 2025 March 31, 2025 March 31, 2024 i.Non convertible Debentures Non Convertible Secured Debentures I 15.00% 1 0.53 - - 2 .00 Non Convertible Secured Debentures II 14.00% 1 5.79 - 10.00 1 9.00 Nature of Security: Second charge on all current assets, personal guarantee and share pledge of promoters ii Unsecured Loans a.HDFC Bank - term loan 12.50% 0 .20 - - 10 Nature of Security: Not applicable iii Secured Loans a. HDFC Bank - term loan 8.25% 1 .04 - - 4 Nature of Security: Government guaranteed under ECLG Scheme Note 19 - Long Term Lease Liabilities As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Arvind Kondangi Lakshmikumar - - 7.79 - Guruprasad and others 21.01 21.01 26.22 30.68 Ilindra Workspace Private Limited 35.87 35.87 39.40 - Purushottam and others 7.54 7.54 10.34 - Archana Securities Pvt Ltd 5.25 5.25 - - Vasudeva and Nagaraja 18.16 18.16 - - Bhavya J 3.11 - - - Total 90.94 87.83 83.75 30.68 Refer Note 41 for details of the right-of-use assets, reconciliation of lease liabilities and maturity analysis of expected undiscounted cash flows for lease liabilities. 346TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 20 - Deferred Tax Assets / Liabilities As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 The balances comprise temporary differences attributable to: Deferred tax liability Property, plant and equipment ( 11.29) ( 0.59) (38.10) ( 1.08) Intangible Asset / Right of Use Asset ( 114.28) ( 110.25) (21.59) ( 0.74) Deferred tax asset Provision for Compensated Absences and Gratuity 7.09 6.17 2 .95 1.48 Lease liabilities 24.23 24.20 2 2.85 - Deferred tax asset / (liability) Closing Balance ( 94.25) ( 80.46) (33.89) ( 0.34) Closing DTA / (DTL) at the year / period end ( 94.25) ( 80.46) (33.89) ( 0.34) Opening DTA / (DTL) ( 80.46) ( 33.89) (0.34) 1.22 (DTA) / DTL created during the year / period ( 13.79) ( 46.57) (33.55) ( 1.57) Note 21 - Long-term provisions As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Provision for Gratuity 16.26 14.98 6 .84 3.28 Provision for Compensated absences 9.81 8.29 4 .30 1.62 Provision - Warranties 384.55 315.51 2 89.94 82.24 Total 410.62 338.78 3 01.08 87.14 Note 22 - Short Term Borrowings Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Secured Borrowings Cash Credit facility/ Working capital demand loan 578.25 610.65 6 41.70 240.76 From Banks - Current Maturities of Long Term Loans - - 0 .41 11.75 Less: Ind AS Transaction Cost Adjustment - - - - Total 578.25 610.65 6 42.11 252.51 Non Convertible Secured Debentures Non Convertible Secured Debentures - 157.89 166.84 128.44 Nil (2025: 600, 2024: 1000, 2023: 400) Non Convertible Debentures of Rs. 0.5 Mn each Total - 157.89 166.84 128.44 Refer Note No: 18 For terms and conditions related to Non Convertible Secured Debentures issued by the Company. Unsecured Borrowings From Banks - Current Maturities of Long Term Loans - - 1 .91 2.06 Term loan from Related Parties 17.84 12.81 - - Total 17.84 12.81 1 .91 2.06 Grand Total 596.09 781.35 8 10.86 383.01 347TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Particulars of Short term Borrowings Rate of Interest Monthly No. of Instalments Outstanding as of Name of Lender/Type of Loan Instalments June 30, 2025 March 31, 2025 March 31, 2024 i Unsecured Loans a. CEAQ Technologies Pte Ltd (Formerly 2.00% NA - - - known as Tonbo Imaging Pte Ltd) ii Secured Loans Working capital facilities a.India Exim Bank 8.50% NA - - - b.HDFC Bank 9.00% NA - - - c.Axis Bank 9.50% NA - - - Nature of Security: Axis bank and HDFC facilities: First pari-passu charge by way of hypothecation on the current assests. Exim Bank facility: First pari-passu charge by way of hypothecation on the current assests and movable fixed assets Collateral Security / Other Conditions i.20% cash margin to be held with respective banks for cash credit / working capital demand loan facilities ii.Escrow of entire receivables of the borrower pertaining to the project / contract being financed by Exim bank Note 23 - Short Term Lease Liabilities As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Arvind Lakshmikumar - - 1 .48 - Guruprasad & Others 3.03 4.45 4 .46 4.46 ILINDRA Workspace Private Limited 1.40 2.03 0 .93 - Purushottam & Others 0.92 1.36 0 .16 - Archana Securities Pvt Ltd 0.61 0.90 - - Vasudeva & Nagaraja 0.63 2.59 - - Bhavya J 1.76 - - - Total 8.34 11.34 7 .03 4.46 Refer Note 41 for details of the right-of-use assets, reconciliation of lease liabilities and maturity analysis of expected undiscounted cash flows for lease liabilities. Note 24 - Trade Payables As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Total outstanding dues of micro enterprises and small enterprises 27.67 22.74 2 9.59 80.56 Total outstanding dues of creditors other than micro enterprises and small 36.40 190.40 1 73.86 205.52 enterprises Total 64.08 213.14 2 03.45 286.08 Trade Payable ageing schedule as at June 30, 2025 Particulars Outstanding for following periods from due date of payment More than 3 Total Less than 1 year 1 to 2 years 2 to 3 years years MSME 2 7.67 - - - 2 7.67 Others 3 6.24 0 .18 - - 3 6.40 Disputed dues - MSME - - - - - Disputed dues - Others - - - - - Sub total 6 3.90 0 .18 - - 6 4.08 MSME - Undue - Others - Undue - Total 6 4.08 348TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Trade Payable ageing schedule as at March 31, 2025 Particulars Outstanding for following periods from due date of payment More than 3 Total Less than 1 year 1 to 2 years 2 to 3 years years MSME 2 2.74 - - - 2 2.74 Others 1 86.74 3 .66 - - 1 90.40 Disputed dues - MSME - - - - - Disputed dues - Others - - - - - Sub total 2 09.48 3 .66 - - 2 13.14 MSME - Undue - Others - Undue - Total 2 13.14 Trade Payable ageing schedule as at 31 March 2024 Particulars Outstanding for following periods from due date of payment More than 3 Total Less than 1 year 1 to 2 years 2 to 3 years years MSME 29.59 - - - 29.59 Others 173.06 0.80 - - 173.86 Disputed dues - MSME - - - - - Disputed dues - Others - - - - - Sub total 202.65 0.80 - - 203.45 MSME - Undue - Others - Undue - Total 2 03.45 Trade Payable ageing schedule as at 31 March 2023 Particulars Outstanding for following periods from due date of payment More than 3 Total Less than 1 year 1 to 2 years 2 to 3 years years MSME 80.56 - - - 80.56 Others 205.07 0.45 205.52 Disputed dues - MSME - - - - - Disputed dues - Others - - - - - Sub total 285.63 - 0.45 - 286.08 MSME - Undue - Others - Undue - Total 2 86.08 349TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 25 - Other Financial Liabilities As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Related Party Security Deposit - CEAQ Technologies 0.90 0.90 1 .50 2.79 Private Limited (Formerly known as Tonbo Imaging Private Limited) Total 0.90 0.90 1 .50 2.79 Note 26 - Short term provisions As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Provision for taxes (net of advance taxes paid and refunds receivable) - 35.01 1 49.04 - Provision for Gratuity 1.07 0.39 0 .21 0.43 Provision for Compensated absences 1.00 0.85 0 .38 0.35 Provision - Warranties 4.97 103.52 1 3.03 1.07 Total 7.04 139.77 1 62.66 1.85 Note 27 - Other Current Liabilities As at As at As at As at Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Advance from Customers 17.45 85.84 2 90.89 440.40 Statutory Liabilities 13.00 20.65 2 1.76 41.14 Other Payables 233.55 602.12 1 ,375.92 106.59 Total 264.00 708.61 1 ,688.57 588.13 350TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 28 - Revenue from operations For the three For the For the For the months ended year ended year ended year ended Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Sale of Product Export Sales 44.89 3,073.38 2,081.46 180.64 Domestic Sales 632.86 1,570.44 1,748.62 656.36 Other Operating Revenues 9.02 46.98 451.81 131.29 Total 686.77 4,690.80 4,281.89 968.28 Note 29 - Other Income Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Interest Earned 19.50 41.30 33.39 16.20 Rental Income 0.45 1.80 3.15 3.60 Profit on Sale of Asset - - - 0.04 Gain on Settlement of Liabilities - 8.30 - - Finance Income - Ind AS Impact 0.15 0.64 0.53 0.45 Miscellaneous Income ( Sale of Scrips) - 1.06 - - Total 20.11 53.10 37.07 20.29 Note 30 - Cost of Materials Consumed Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Opening Stock of Raw Material 950.26 1,062.66 275.11 141.78 Add: Purchases and incidental expenses (Net of returns, claims/discount if any) 295.09 2,040.68 2,920.30 841.20 Less: Closing Stock of Raw Material (1,054.39) (950.26) (1,062.66) ( 275.11) Total 190.96 2,153.09 2,132.75 707.87 Note 31 - Changes In Inventories of Finished Goods Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Opening Stock of Finished Goods 161.18 54.20 120.75 0.95 Less: Closing Stock of Finished Goods (5.40) (161.18) (54.20) ( 120.75) Total 155.78 (106.98) 66.55 ( 119.80) 351TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 32 - Employee Benefits Expense Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Salaries and bonus 64.86 281.27 109.30 41.00 Gratuity (Net of reversal, if any) 1.96 8.23 5.24 1.28 Leave Encashment (Net of reversal, if any) 1.77 4.89 3.15 1.29 Contribution to Provident and Other Funds 6.77 20.67 8.09 3.15 Insurance 2.88 9.21 6.18 3.75 Staff Welfare expenses 4.97 17.68 5.89 1.72 Expense on ESOP (Written back) 36.40 102.40 (7.30) - Total 119.60 444.35 130.55 52.19 Note 33 - Finance Cost Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Financing Charges to Banks Interest Expenses 6.40 125.61 53.96 64.40 Bank Charges 0.49 9.56 6.45 4.30 Financing Charges to Others Financing Charges - Ind AS Impact 14.58 42.25 16.40 5.19 Total 21.47 177.42 76.81 73.89 Note 34 - Depreciation and Amortisation Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Depreciation On Property Plant and Equipment 10.40 19.08 10.05 7.28 On Right of Use of Asset 4.78 16.52 9.50 5.99 Amortisation On Intangible Assets 56.23 230.31 114.40 2.64 Total 71.42 265.91 133.95 15.91 352TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 35 - Other expenses Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Technical Support Services 28.79 115.63 120.26 50.20 Rent 1.03 2.12 0.79 0.62 Repairs and Maintenance - - - - Buildings 6.49 14.98 3.50 5.20 - Others 3.60 16.05 7.27 1.57 Provision for Warranty / (Write back) (42.05) 81.49 208.20 56.60 Insurance 1.11 2.83 7.78 0.59 Rates and Taxes 0.79 4.57 9.02 0.66 Electricity and Water 1.18 4.44 1.11 0.50 Communication 0.62 2.94 1.33 0.88 Travel and Conveyance 24.68 102.46 45.45 11.80 Legal and Professional Fees 10.67 40.48 46.74 2.73 Freight 1.88 37.83 15.16 2.75 Royalty Fees/Technical Know-how - - 105.13 76.60 Debtors Written off 4.34 190.51 218.21 4.53 Consumables 3.03 7.06 2.16 3.86 Printing and Stationery 0.58 2.16 2.12 - Recruitment and Training 0.68 4.82 1.56 - Sales and Marketing expenses 18.84 150.29 25.09 4.19 Corporate Social Responsibility 4.36 13.00 6.53 0.60 Loss on Disposal of Assets - 7.95 - - Miscellaneous expenses 0.10 8.02 1.38 1.51 Prior Period Expenses - - - 0.40 Total 70.74 809.67 828.80 225.79 Note 36 - Tax Expenses Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Tax Expenses 8.80 218.50 211.50 2.27 Deferred Tax Expenses/(Reversal) 13.80 46.58 33.55 1.57 MAT Credit - - 15.02 ( 1.98) Total 22.61 265.08 260.07 1.86 353TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 37 - Earnings per share (EPS) Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Net profit/ (loss) for the year / period attributed to equity shareholders 54.31 727.60 6 85.43 11.81 Number of equity shares used for calculation of basic earnings per share 5,43,83,000 5,43,83,000 1 ,09,47,200 1,09,47,200 Number of potential equity shares 28,99,100 28,99,100 3 ,93,34,900 2,80,72,000 Earnings per share - Basic (Rs.) 1.00 13.38 6 2.61 1.08 Earnings per share - Diluted (Rs.) 0.95 12.70 1 3.63 0.30 Nominal Value of Equity share per Share (Rs.) 2.00 2.00 2 .00 2.00 TheBasicandDilutedEarningsperShare(EPS)havebeencomputedinaccordancewiththerequirementsofIndAS33,EarningsperShareas notified under the Companies (Indian Accounting Standard) Rules, 2015. InaccordancewithParagraph64ofIndAS33,theearningsperShareforalltheperiodspresentedhavebeenrestatedretrospectivelytoreflect theimpactofanychangesinnumberofequitysharesresultingfromtheBonusIssue,StockSplit,Buybackofequityshares,anyothersimilar Capital reorganisation. Theseadjustmentshavebeenmadeasiftheeventshadoccurredatthebeginningoftheearliestperiodpresented(i.e.,retrospectivelyadjusted for all comparative periods). BasicEPS:BasicEarningspershareiscalculatedbydividingRestatedprofitfortheperiod/yearattributabletoequity Shareholdersby the number of equity shares outstanding at the end of the period/year reduced by ESOP Trust shares DilutedEPS:Dilutedearningspershareiscalculatedbyadjustingtheearningsandthenumberofequitysharesattheendoftherelevantperiod for the effects of all dilutive potential equity shares such as employee stock options, convertible instruments etc., Forthepurposeofcalculatingdilutedearningspershare,thenetprofitorlossfortheperiodattributabletoequityshareholdersoftheCompany andthenumberofsharesoutstandingattheendoftherelevantperiodareadjustedfortheeffectsofalldilutivepotentialequityshares.Incase ofcompulsorilyconvertiblepreferenceshares,theequitysharesissuableuponconversionareincludedinthecalculationofbasicearningsper share upon such conversion of shares. Also the following events have been considered for calculating the earnings per share: i. ConversionoftheSeriesA,SeriesB,SeriesB1,SeriesCandSeriesC1CCPSatratios1:1,1:1,1:0.7244,1:0.7278and1:0.6911respectively pursuant to resolutions of the Board of Directors dated March 27, 2025. ii. Buybackof160,451EquitySharesbearingfacevalueofRs.10eachonJune26,2025pursuanttoaresolutionoftheBoardofDirectorsdated May 27, 2025 and a resolution of the shareholders dated May 27, 2025. iii. Bonusissuanceof19:1newsharesperEquityShare,pursuanttoaresolutionoftheBoardofDirectorsdatedJune30,2025andaresolution of the shareholders dated June 30, 2025. iv. Sub-divisionoftheEquitySharesbearingfacevalueofRs.10eachintofiveEquitySharesbearingfacevalueofRs.2eachpursuanttoa resolution of the Board of Directors dated September 16, 2025 and a resolution of the Shareholders dated September 16, 2025. TheimpactoftheaboveareretrospectivelyconsideredforthecomputationofearningsperEquityShareoffacevalueofRs.2each(basicand diluted)aspertherequirement/principlesofIndAS33,asapplicable.TheearningsperEquityShareoffacevalueofRs.2each(basicand diluted) has beencalculated forallperiodspresentedaftergiving effectto suchconversion, buy back, bonus issuance and sub-division in accordance with applicable accounting standards. Note 38 - Employee Benefits The Group has the following post-employment benefit plans: I.Defined Contribution Plan Contribution to defined contribution plan recognised as expense for the year is as under: The Group's contributions to provident fund, pension scheme and employee state insurance scheme are made to the relevant government authoritiesaspertheprescribedrulesandregulations.TheGroup'scontributionstotheabovedefinedcontributionplansarerecognisedas employeebenefitexpenses,theemployeecontributionnormallybasedonacertainproportionoftheemployee'ssalaryandarerecognised inthe statement of profit and loss for the year in which they are due. TheGroup'scontributiontoprovident,pension,superannuationfundsandtoemployeesstateinsuranceschemeasstatedinthebelowtablehas been recognised in the statement of profit and loss under the head employee benefits expense [Refer Note 32] Rs. in Million Particulars June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Contributions to provident fund and other funds 6.77 20.67 8.09 3.15 354TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 38 - Employee Benefits (contd) II.Defined Benefit Plan - Gratuity: TheCompanyoffersgratuityplanforitsqualifiedemployeeswhichispayableaspertherequirementsofPaymentofGratuityAct,1972.The benefitvestsuponcompletionoffiveyearsofcontinuousserviceandoncevesteditispayabletoemployeesonretirementoronterminationof employment. In case of death while in service, the gratuity is payable irrespective of vesting. Characteristics of defined benefit plans and risks associated with them: Valuationofdefinedbenefitplanareperformedoncertainbasicsetofpre-determinedassumptionsandotherregulatoryframeworkwhichmay vary over time. Thus, the Company is exposed to various risks in providing the above benefit plans which are as follows: A.Actuarial Risk: It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons: AdverseSalaryGrowthExperience:SalaryhikesthatarehigherthantheassumedsalaryescalationwillresultintoanincreaseinObligationata rate that is higher than expected. Variabilityinmortalityrates:IfactualmortalityratesarehigherthanassumedmortalityrateassumptionthentheGratuityBenefitswillbepaid earlierthanexpected.Sincethereisnoconditionofvestingonthedeathbenefit,theaccelerationofcashflowwillleadtoanactuariallossorgain depending on the relative values of the assumed salary growth and discount rate. Variabilityinwithdrawalrates:IfactualwithdrawalratesarehigherthanassumedwithdrawalrateassumptionthantheGratuityBenefitswill be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date. B.Investment Risk: For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instrumentsbackingtheliability.Insuchcases,thepresentvalueoftheassetsisindependentofthefuturediscountrate.Thiscanresultinwide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period. C.Liquidity Risk: Employeeswithhighsalariesandlongdurationsorthosehigherinhierarchy,accumulatesignificantlevelofbenefits.Ifsomeofsuchemployees resign/retire from the Group there can be strain on the cashflows. D. Market Risk: Marketriskisacollectivetermforrisksthatarerelatedtothechangesandfluctuationsofthefinancialmarkets.Oneactuarialassumptionthat hasamaterialeffectisthediscountrate.Thediscountratereflectsthetimevalueofmoney.Anincreaseindiscountrateleadstoadecreasein DefinedBenefitObligationoftheplanbenefits&viceversa.Thisassumptiondependsontheyieldsonthecorporate/governmentbondsand hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date. E.Legislative Risk: Legislativerisk istherisk of increase intheplanliabilities orreductionintheplanassets duetochangeinthelegislation/regulation. The governmentmayamendthePaymentofGratuityActthusrequiringthecompaniestopayhigherbenefitstotheemployees.Thiswilldirectly affectthepresentvalueoftheDefinedBenefitObligationandthesamewillhavetoberecognizedimmediatelyintheyearwhenanysuch amendment is effective. (i)The following tables set out the status of Compensated Absence benefit: Particulars Compensated Absence 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 aStatement of profit and loss Current Service cost 1 .77 4.89 3.15 0 .83 Interest cost (net) - - - - Immediate Recognition of (Gain)/Losses - - - - Net benefit expense 1.77 4.89 3 .15 0.83 355TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 38 - Employee Benefits (contd) Particulars Compensated Absence 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 b Balance Sheet Defined benefit obligations ( 10.81) ( 9.14) (4.68) 1.97 Fair value of plan assets - - - - Net plan liability ( 10.81) ( 9.14) (4.68) 1.97 [Surplus/(Deficit)] Current defined benefit obligations ( 0.85) (0.85) (0.38) 0 .35 Non-current defined benefit obligations ( 8.29) (8.29) (4.30) 1 .62 c Changes in present value of the defined benefit obligations are as follows: Opening defined benefit obligations (4.25) ( 4.68) (1.97) (1.19) Current service cost (1.77) ( 4.89) (3.15) (0.83) Interest cost - - - - Re-measurement gains (losses) in OCI - - - - Actuarial changes arising from changes in demographic assumptions - - - - Actuarial changes arising from changes in financial assumptions - - - - Experience adjustments - - - - Benefits paid 0.10 0.44 0.43 0 .05 Closing defined benefit obligations (5.92) ( 9.14) (4.68) (1.97) dThe principal assumptions used in determining Compensated Absence for the Company are shown below: Discount rate 7.24% 7.13% 7.23% 7.54% Estimated Rate of salary increases 10% 10% 10% 10% Attrition Rate 9% 9% 9% 9% Expected rate of return on assets 0% 0% 0% 0% Weunderstand thatlevelof inflation, careerpromotions, productivity gains and otherrelevantfactors, suchassupplyand demandinthe employment market are factored in the assumption of future salary increases. No allowance has been made for discretionary payments in the assumptions as the company has not notified such practices Particulars Compensated Absence 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Discount Rate Impact of increase -12.60% -12.91% -12.84% -12.15% Impact of decrease 15.67% 16.13% 16.14% 15.30% Salary Escalation Rate Impact of increase 14.67% 15.10% 15.08% 14.32% Impact of decrease -12.06% -12.36% -12.26% -11.63% Mortality Rate 0.14% 0.15% -0.14% -0.12% Attrition Rate Impact of increase -4.16% -4.40% -4.34% -3.18% Impact of decrease 4.69% 5.01% 4.99% 4.42% P.U.Cmethodhasbeenused.Ifanemployee’sserviceinlateryearswillleadtoamateriallyhigherlevelofbenefitthaninearlieryears,these benefitsareattributedonastraight-linebasis.Thelimitationsarethatinassessingthechangeotherparametersarekeptconstant.Assomeofthe assumptions may be correlated, it is unlikely that changes in assumptions will occur in isolation of one another. Thereisnochangefromthepreviousperiodinthemethodsandassumptionsusedinthepreparationofaboveanalysis,exceptthatthebaserates have changed. 356TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 38 - Employee Benefits (contd) eThe defined benefit obligations are expected to mature after June 30, 2025 as follows: Compensated Absence Year ended March 31, PV Actual Value 2026 0.49 0 .53 2027 0.76 0 .92 2028 0.43 0 .54 2029 0.45 0 .61 2030 0.33 0 .47 Thereafter 2.48 4 .68 (ii)The following tables set out the status of the Gratuity benefit Particulars Gratuity 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 aStatement of profit and loss Current Service cost 1 .96 7.77 2.61 1 .08 Interest cost (net) 0 .27 0.50 0.25 0 .14 Immediate Recognition of (Gain)/Losses ( 0.23) - - - Net benefit expense 2.00 8.27 2 .86 1.22 b Balance Sheet Defined benefit obligations ( 17.33) ( 15.36) (7.05) (3.71) Fair value of plan assets 1 4.98 14.98 - - Net plan liability ( 2.35) ( 0.38) (7.05) (3.71) [Surplus/(Deficit)] Current defined benefit obligations 1 .07 ( 0.38) (0.21) (0.43) Non-current defined benefit obligations 1 .28 - (6.84) (3.28) c Changes in present value of the defined benefit obligations are as follows: Particulars Gratuity 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Opening defined benefit obligations ( 15.37) ( 7.05) (3.71) (1.78) Current service cost ( 1.96) ( 7.77) (2.61) (1.08) Interest cost ( 0.27) ( 0.50) (0.25) (0.14) Re-measurement gains (losses) in OCI 0 .23 ( 0.24) (1.37) (0.71) Actuarial changes arising from changes in demographic assumptions - - - - Actuarial changes arising from changes in financial assumptions - - - - Experience adjustments - - - - Benefits paid 0 .03 0.19 0.89 - Closing defined benefit obligations (17.33) ( 15.37) (7.05) (3.71) d Changes in fair value of the plan assets are as follows: Particulars Gratuity 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Opening fair value of plan assets 1 4.98 - - - Interest income 0 .27 0.52 - - Contributions 0 .03 14.79 - - Re-measurement gains (losses) in OCI ( 0.27) ( 0.14) - - Benefits paid ( 0.03) ( 0.19) - - Closing fair value of plan assets 14.98 14.98 - - Theoverallexpectedrateofreturnonassetsisdeterminedbasedonthemarketpricesprevailingonthatdate,applicabletotheperiodover which the obligation is to be settled. 357TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) eThe principal assumptions used in determining Gratuity for the Company are shown below: Particulars Gratuity 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Discount rate 7.24% 7.13% 7.23% 7.54% Estimated Rate of salary increases 10.00% 10% 10% 10% Attrition Rate 9.00% 9% 9% 9% Expected rate of return on assets 7% 0% 0% 0% Weunderstand thatlevelof inflation, careerpromotions, productivity gains and otherrelevantfactors, suchassupplyand demandinthe employment market are factored in the assumption of future salary increases. No allowance has been made for discretionary payments in the assumptions as the company has not notified such practices Particulars Gratuity 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Discount Rate Impact of increase -12.65% -12.97% -12.86% -12% Impact of decrease 15.56% 15.98% 15.93% 15% Salary Escalation Rate Impact of increase 11.35% 12.06% 10.33% 10.84% Impact of decrease -10.25% -10.54% -9.68% -11.00% Mortality Rate 0.08% 0.09% -0.08% -0.10% Attrition Rate Impact of increase -4.06% -4.27% -3.79% -3.98% Impact of decrease 4.51% 4.77% 4.27% 4.56% P.U.Cmethodhasbeenused.Ifanemployee’sserviceinlateryearswillleadtoamateriallyhigherlevelofbenefitthaninearlieryears,these benefitsareattributedonastraight-linebasis.Thelimitationsarethatinassessingthechangeotherparametersarekeptconstant.Assomeofthe assumptions may be correlated, it is unlikely that changes in assumptions will occur in isolation of one another. Thereisnochangefromthepreviousperiodinthemethodsandassumptionsusedinthepreparationofaboveanalysis,exceptthatthebaserates have changed. fThe defined benefit obligations are expected to mature after June 30, 2025 as follows: Gratuity Year ending March 31, PV Actual Value 2026 0.38 0 .40 2027 0.66 0 .74 2028 0.40 0 .49 2029 0.53 0 .69 2030 0.23 0 .32 Thereafter 2.31 3 .94 Weighted average duration for the payment of these cash flows is as per table below: Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Weighted average duration (in years) 19.82 20.29 19.83 19.92 358TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 39 - Contingent Liabilities and Capital Commitments Particulars June 30, 2025 March 31, March 31, 2024 March 31, 2023 Contingent Liabilities 2025 a) Bank Guarantees 257.52 4 68.60 426.77 380.08 Commitments a) Capital Commitments 0.57 9.47 12.50 1.91 b) Other Commitments (expenditure related to contractual commitments apart from capital commitments) 84.67 6 15.36 824.49 1,058.26 *To the extent quantifiable and ascertainable The Company has not provided for the following Contingent Liabilities: Name of the Statute Amount Period to Forum where which it Dispute is relates Pending Goods and Services Tax Act, 2017 5.78 2018-19 J&K State High Court Consideringthefactsandnatureofthetransaction,theCompanybelievesthatthefinaloutcomeoftheabovedisputeshouldbein favour of the Company and there should not be any material adverse impact on the financial statement. Note 40 - Segment Reporting Operating Segments TheCompanyisengagedinasinglelineofbusinessofvisiontechnologybasedproductsandsolutionsandoperatesfromasingle geographicallocation(Bangalore,India).TheChiefBusinessandRevenueOfficermonitorsthebusinessasawholeforthepurposesof making decisions on resource allocation and performance assessment. Accordingly,theCompanyhasonlyonereportablesegment,andthesegmentreportingrequirementsunderINDAS108–Operating Segments are not applicable beyond the entity-wide disclosures presented below. A. Revenue from External Customers by geographical location Geography 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 India (Domestic) 632.86 1 ,570.44 1 ,748.62 6 56.36 Outside India (Exports) 44.89 3 ,073.38 2 ,081.46 1 80.64 6 77.75 4 ,643.82 3 ,830.08 8 36.99 B. Information About Non-Current Assets Non-currentassets(excludingfinancialinstruments,deferredtaxassets,andpost-employmentbenefitassets)bygeographicallocation is as follows: Geography 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 India 2,815.16 2 ,653.55 2,115.61 290.82 Outside India 148.25 1 52.26 - - 2 ,963.41 2 ,805.64 2 ,115.61 2 90.82 359TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 40 - Segment Reporting (contd) C. Information About Major Customers Revenuefrommajorcustomers(inexcessof10%ofrevenues)isasunder.ThisrevenuepertainstotheCompany’sprimaryservice offerings in vision technology based products and solutions. Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Revenue from major customers 573.51 3 ,373.09 2,344.62 732.30 Percentage 84.62% 72.64% 61.22% 87.49% No of Customers Three Two Two Two D. Information About Product Category Product Category 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Tactical 381.06 3,622.96 3,592.69 792.87 Platform 296.69 1,010.53 127.00 41.87 Others - 10.32 110.39 2.25 677.75 4,643.82 3,830.08 836.99 Note 41 Leases (Right to Use of Assets) Group as a Lessee The Group's significant leasing arrangements are in respect of buildings and office premises taken on lease and license basis. The Group has recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the ROU assets at its carrying amount. The weighted average incremental borrowing rate applied to lease liabilities - Highest is 7.25 and Lowest is 7.10 The details of the right-of-use assets held by the Company are as follows: Leasehold land Buildings 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Opening Balance 90.69 8 5.77 32.93 38.91 Additions 3.88 2 9.25 62.34 - Derecognition - 7.81 - - Depreciation for the year / period 4.78 1 6.52 9.50 5.99 Closing Balance 89.79 9 0.69 85.77 32.93 The reconciliation of lease liabilities for the year / period ended is as follows: Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Balance at the beginning of the year / period 99.17 9 0.78 35.14 38.91 Additions 3.88 2 9.25 62.34 - Amounts recognized in the statement of profit and loss as Finance Charges 1.88 7.12 4.37 2.70 Payment of lease liabilities ( 5.66) (19.68) ( 11.07) ( 6.48) Deduction/ Reversal during the year / period - (8.30) - - Translation exchange differences - - - - Balance as at end of the year / period 99.28 9 9.17 90.78 35.14 Theleaserentalexpenserelatingtoshort-termleasesrecognizedinthestatementofprofitandlossfortheyear/periodamountedto Rs. 0.42 Million (2025: 1.54 Million, 2024 : Rs. 0.71 Million, 2023: 0.62 Million ) 360TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 41 Leases (Right to Use of Assets) The following table presents a maturity analysis of expected undiscounted cash flows for lease liabilities: Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Within one year 15.64 1 5.52 8.40 4.46 One to two years 18.10 1 7.96 15.52 5.22 Two to three years 20.60 2 0.45 17.96 6.06 Three to five years 18.18 1 8.20 20.45 7.00 Thereafter 26.76 2 7.04 28.45 12.40 Total lease liabilities 99.29 9 9.17 90.78 35.14 The break-up of current and non-current lease liabilities is as follows: Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Current Lease Liabilities 8.34 11.33 7.03 4.46 Non Current Lease Liabilities 90.94 87.84 83.75 30.68 Total 99.29 99.18 90.78 35.14 Certainleaseagreementsincludeoptionstoterminateorextendtheleases.Theleaseagreementsdonotcontainanymaterialresidual value guarantees or material restrictive covenants. 361TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 42 - Financial Instruments TheGroup'sfinancialliabilitiesmainlycompriseloansandborrowings,leaseliabilities,moneyrelatedtocapitalexpenditures,trade andotherpayables.ThemainpurposeofthesefinancialliabilitiesistofinancetheGroup'soperations.TheGroup'sfinancialassets comprisemainlyofinvestments, deposits,cashandcashequivalents,otherbalanceswithbanks,tradeandotherreceivablesthat derive directly from its business operations. A.Financial Assets and Liabilities As at June 30, 2025 Fair value through Fair value through Amortized cost Total carrying Particulars profit and loss other comprehensive value income Financial assets Investments - - 0 .03 0 .03 Trade receivables (including unbilled) - - 1,675.58 1,675.58 Cash and cash equivalents - - 382.51 382.51 Other bank balances - - 161.92 161.92 Loans - - 4 .84 4 .84 Others 11.65 - 961.09 972.74 Total 11.65 - 3,185.96 3,197.61 Financial liabilities Borrowings - - 596.09 596.09 Lease liabilities 99.29 - - 9 9.29 Trade payables (including unbilled and accruals) - - 64.07 6 4.07 Others - - 0 .90 0 .90 Total 99.29 - 661.06 760.35 As at March 31, 2025 Fair value through Fair value through Amortized cost Total carrying Particulars profit and loss other comprehensive value income Financial assets Investments - - 0 .03 0 .03 Trade receivables (including unbilled) - - 2,103.12 2,103.12 Cash and cash equivalents - - 1,009.71 1,009.71 Other bank balances - - 9 .52 9 .52 Loans - - 4 .34 4 .34 Others 11.51 - 786.96 798.47 Total 11.51 - 3,913.68 3,925.19 Financial liabilities Borrowings - - 781.35 781.35 Lease liabilities 99.17 - - 9 9.17 Trade payables (including unbilled and accruals) - - 213.13 213.13 Others - - 0 .90 0 .90 Total 99.17 - 995.38 1,094.55 362TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) As at March 31, 2024 Fair value through Fair value through Amortized cost Total carrying Particulars profit and loss other comprehensive value income Financial assets Investments - - 0 .03 0 .03 Trade receivables (including unbilled) - - 936.43 936.43 Cash and cash equivalents - - 856.74 856.74 Other bank balances - - 299.99 299.99 Loans - - 5 .45 5 .45 Others 7.76 - 140.72 148.48 Total 7.76 - 2,239.36 2,247.12 Financial liabilities Borrowings 319.56 - 644.03 963.59 Lease liabilities 90.78 - - 9 0.78 Trade payables (including unbilled and accruals) - - 203.45 203.45 Others - - 1 .50 1 .50 Total 410.34 - 848.97 1,259.31 As at March 31, 2023 Fair value through Fair value through Amortized cost Total carrying Particulars profit and loss other comprehensive value income Financial assets Investments - - 0 .07 0 .07 Trade receivables (including unbilled) - - 411.60 411.60 Cash and cash equivalents - - 247.38 247.38 Other bank balances - - 149.62 149.62 Loans - - 3 .20 3 .20 Others 3 .90 - 108.98 112.88 Total 3.90 - 920.85 924.75 Financial liabilities Borrowings 1 49.61 - 260.58 410.19 Lease liabilities 35.14 - - 3 5.14 Deferred Income 0 .18 - - 0 .18 Trade payables (including unbilled and accruals) - - 286.08 286.08 Others 2 .79 - - 2 .79 Total 187.72 - 546.66 734.38 363TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) B. Financial Instruments at Fair Value As at June 30, 2025 Particulars Level 1 Level 2 Level 3 Total Financial assets Investments - In equity instruments - - 0 .03 0 .03 Cash and cash equivalents 382.51 - - 382.51 Other bank balances 161.92 - - 161.92 Others - 1,675.58 977.59 2,653.17 Total 544.42 1,675.58 977.61 3,197.61 Financial liabilities Borrowings - - 596.09 596.09 Lease liabilities 99.29 - - 9 9.29 Trade payables (including unbilled and accruals) - 64.07 - 6 4.07 Others - - 0 .90 0 .90 Total 99.29 64.07 596.99 760.35 As at March 31, 2025 Particulars Level 1 Level 2 Level 3 Total Financial assets Investments - In equity instruments - - 0 .03 0 .03 Cash and cash equivalents 1 ,009.71 - - 1,009.71 Other bank balances 9.52 - - 9 .52 Others - 2,103.12 802.81 2,905.93 Total 1 ,019.23 2,103.12 802.84 3,925.19 Financial liabilities Borrowings - - 781.35 781.35 Lease liabilities 99.17 - - 9 9.17 Trade payables (including unbilled and accruals) - 213.13 - 213.13 Others - - 0 .90 0 .90 Total 99.17 213.13 782.25 1,094.55 364TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) As at March 31, 2024 Particulars Level 1 Level 2 Level 3 Total Financial assets Investments - In equity instruments - - 0 .03 0 .03 Cash and cash equivalents 856.74 - - 856.74 Other bank balances 299.99 - - 299.99 Others - 936.43 153.94 1,090.36 Total 1 ,156.73 936.43 153.97 2,247.13 B.Financial Instruments at Fair Value As at March 31, 2024 (contd) Particulars Level 1 Level 2 Level 3 Total Financial liabilities Borrowings - - 963.59 963.59 Lease liabilities 90.78 - - 9 0.78 Trade payables (including unbilled and accruals) - 203.45 - 203.45 Others - - 1 .50 1 .50 Total 90.78 203.45 965.09 1,259.32 As at March 31, 2023 Particulars Level 1 Level 2 Level 3 Total Financial assets Investments - In equity instruments - - 0 .07 0 .07 Cash and cash equivalents 2 47.38 - - 2 47.38 Other bank balances 1 49.62 - - 1 49.62 Others - 4 11.60 1 16.08 5 27.68 Total 3 97.00 4 11.60 1 16.16 9 24.76 Financial liabilities Borrowings - - 410.19 410.19 Lease liabilities 35.14 - - 3 5.14 Trade payables (including unbilled and accruals) - 0.18 - 0 .18 Others - - 288.87 288.87 Total 35.14 0.18 699.06 734.38 (*) Fair value of financial assets and liabilities measured at amortized cost approximates their respective carrying values as the managementhasassessedthatthereisnosignificantmovementinfactorsuchasdiscountrates,interestrates,creditriskfromthe date of the transition. The fair values are assessed by the management using Level 3 inputs. (**)ThefinancialinstrumentsmeasuredatFVTPLrepresentscurrentinvestmentsandderivativeassetshavingbeenvaluedusing level 2 valuation hierarchy. (i)Fair value hierarchy ThefairvalueoffinancialinstrumentsasreferredtoinnotebelowhasbeenclassifiedIntothreecategoriesdependingontheinputs usedinthevaluationtechnique.Thehierarchygivesthehighestprioritytoquotedpricesinactivemarketsforidenticalassetsor liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements]. 365TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) The categories used are as follows: • Level 1 : Inputs are Quoted (unadjusted) market prices in active markets for identical assets or liabilities. This includes quoted equity instruments, investments in mutual funds that have quoted price. • Level 2 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. This includes unquoted floating and fixed rate borrowing. •Level3:Valuationtechniquesforwhichthelowestlevelinputthatissignificanttothefairvaluemeasurementisunobservable.Thisincludes unquoted equity shares, loans, security deposits, investments in Debentures, floating rate borrowings. (ii)Valuation technique used to determine fair value Specific valuation techniques used to value financial instruments include: -the fair value of the financial instruments is determined using discounted cash flow analysis. (iii)Valuation process The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. The main level 3 inputs for security deposits is discounted using risk free rate adjusted for appropriate level of risk premium. (iv)Fair value of financial assets and liabilities measured at amortised cost The carrying amounts of trade receivables, trade payables and cash and cash equivalents are considered to be the same as their fair values, due to their short term nature. 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 and rely as little as possible on entity specific estimate. For other financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair value. Fair value of financial assets and liabilities measured at amortized cost The Management has assessed that fair value of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets, trade payables and other financial liabilities approximate their carrying amounts largely due to their short-term nature. Difference between carrying amount of Bank deposits, other financial assets, borrowings and other financial liabilities subsequently measured at amortised cost is not significant in each of the years presented. 366TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 43 - Financial Risk Management The Company's board of directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The board has established the key management personnel, who are responsible for developing and monitoring the Group's risk management policies. The key management personnel hold regular meetings and report to the board on its activities. TheGroup'sriskmanagementpoliciesareestablishedtoidentifyandanalysetherisksfacedbytheGroup,tosetappropriaterisklimitsandcontrolsandtomonitorrisksandadherencetolimits.Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. TheboardofdirectorsoverseehowkeymanagementpersonnelmonitorscompliancewiththeGroup'sriskmanagementpoliciesandprocedures,andreviewstheadequacyoftheriskmanagement framework in relation to the risks faced by the Group. This note explains the sources of risk which the Group is exposed to and how the Group manages the risk. Exposure arising from Risk Measurement Management of risk Cash and cash equivalents, loans, Credit Aging analysis Diversificationoffundstobankdeposits,LiquidfundsandRegularmonitoringofcredit Financial assets measured at risk limits. amortized cost. Borrowings and other liabilities Liquidity Rolling Cash Availability of surplus cash, committed credit lines and borrowing facilities risk flow forecasts Borrowed fund at Interest Rate Market Cash flow Regular monitoring to keep the net exposure at an acceptable level. risk forecasting Sensitivity analysis Market risk MarketriskistheriskarisingfromchangesinmarketpricessuchasinterestrateswillaffecttheGroup'sincomeorthevalueofitsholdingsoffinancialinstruments.Marketriskisattributabletoall marketrisksensitivefinancialinstrumentsincludinglongtermdebt.TheGroupisexposedtomarketriskprimarilyrelatedtoInterestRateRisk,CurrencyRiskandtheOtherpricesRiskandthe market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities. Foreign currency risk TheGroupisexposedtoforeignexchangeriskarisingfromforeigncurrencytransactions,USDbeingitsprimeforeigncurrency.Foreignexchangeriskarisesfromfuturecommercialtransactionsand recognised assets and liabilities denominated in a currency that is not the Group's functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. 367TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Foreign currency risk exposure The following foreign currency exposures have not been hedged by derivative instruments or otherwise at the balance sheet date: June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Currency In Foreign In Rs. Million In Foreign In Rs. Million In Foreign In Rs. Million In Foreign In Rs. Nature of Exposure: Currency Currency Currency Currency Million (Million) (Million) (Million) (Million) Receivables in foreign currency - Trade Receivables USD 8.58 735.17 1 6.42 1,403.54 6 .42 535.26 0.76 6 2.24 - Trade Receivables EUR 0.03 2.73 0 .51 46.75 - - - - - Advances to Suppliers USD 1.01 86.27 0 .05 4.44 1 .11 92.21 0.01 1 .23 - Advances to Suppliers EUR 0.08 7.89 0 .01 7.64 0 .03 2.49 - - - Advances to Suppliers CHF - - - - 0 .05 4.95 0.01 0 .61 - Advances to Suppliers GBP - - - - 0 .00 0.30 - - - Other Advances USD - - 0 .00 0.05 - - - - USD 9.58 821.45 1 6.47 1,408.03 7 .53 627.47 0.77 6 3.47 EUR 0.11 10.62 0 .51 54.40 0 .03 2.49 - - CHF - - - - 0 .05 4.95 0.01 0 .61 GBP - - - - 0 .00 0.30 - - Payables in foreign currency -Trade payables USD 0.03 2.98 0 .70 59.41 0 .37 30.87 0.55 4 .50 -Trade payables EUR 0.02 2.31 0 .02 2.15 0 .07 6.07 0.26 2 3.57 - Other Payables USD 0.01 0.71 5 .07 433.42 1 5.85 1,320.94 - - - Advances from Customers USD 0.06 5.46 0 .16 13.41 0 .13 10.57 0.68 5 6.01 - Advances from Customers EUR 0 .01 0.63 0 .11 10.35 - - USD 0.11 9.14 5.92 506.24 16.35 1,362.38 1.23 60.51 EUR 0.02 2.31 0.03 2.78 0.18 16.41 0.26 23.57 368TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 43 - Financial Risk Management (contd) Sensitivity The sensitivity of profit and loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges. Impact on profit after tax Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 USD Sensitivity INR/USD - Increase by 2 % (2025, 2024, 2023 - 2%)* 16.25 18.04 (14.70) (0.75) ( 16.25) (18.04) 14.70 INR/USD - Decrease by 2 % (2025, 2024, 2023 - 2% )* 0 .75 - - - EURO Sensitivity - INR/EURO - Increase by 2 % (2025, 2024, 2023 - 2%)* 0.17 1.03 (0.28) (0.47) ( 0.17) (1.03) 0.28 INR/EURO - Decrease by 2 % (2025, 2024, 2023 - 2% )* 0 .47 - - - CHF Sensitivity - INR/CHF - Increase by 2 % (2025, 2024, 2023 - 2%)* - - 0.10 0 .01 - - (0.10) INR/CHF - Decrease by 2 % (2025, 2024, 2023 - 2% )* (0.01) - - - GBP Sensitivity - INR/GBP - Increase by 2 % (2025, 2024, 2023 - 2%)* - - 0.01 - - - (0.01) INR/GBP - Decrease by 2 % (2025, 2024, 2023 - 2% )* - * Holding all other variable constant Interest rate risk Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarket interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's debt obligations with AlloftheGroup'sborrowingsareonafixedrateofinterest.TheGrouphasexposuretointerestraterisk,arisingprincipallyonchanges inMarginalCostofFundsbasedLendingRate(MCLR).TheGroupusesamixofinterestratesensitivefinancialinstrumentstomanage the liquidity and fund requirements for its day to day operations like short term credit lines besides internal accruals. The exposures of the Group's financial liabilities at the end of the reporting period are as follows: Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Fixed Rate Borrowings 596.09 781.35 963.58 410.20 Floating Rate Borrowings - - - - Other Price Risk Other Price Risk is the Risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. The Company is exposed to price risk arising mainly from investments in equity/equity-oriented instruments recognized at FVTPL/FVTOCI. 369TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 43 - Financial Risk Management (contd) Credit Risk Creditriskistheriskoffinanciallossarisingfromcounterpartyfailuretorepayorservicedebtaccordingtothecontractualtermsor obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks The Group measures the expected credit loss associated withits assets basedonhistoricaltrend,industry practices andthe business environmentinwhichtheentityoperatesoranyotherappropriatebasis.Theimpairmentmethodologyapplieddependsonwhether there has been a significant increase in credit risk. Financial instruments that are subject to concentration of credit risk principally consist of trade receivables, investments, derivative financialinstrumentsandotherfinancialassets.NoneofthefinancialinstrumentsoftheCompanyresultsinmaterialconcentrationof credit risk Credit risk is the risk that a counterparty fails to discharge its obligationto the Company. The Company's exposure to credit risk is influencedmainlybycashandcashequivalents,tradereceivablesandotherFinancialassetsmeasuredatamortizedcost.TheCompany continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. TheCompanyassessesandmanagescreditriskbasedoninternalcreditratingsystem.Internalcreditratingisperformedforeachclass offinancialinstrumentswithdifferentcharacteristics.TheCompanyassignsthefollowingcreditratingstoeachclassoffinancialassets based onthe assumptions,inputs and factors specificto the class offinancial assets.(i)Low creditrisk, (ii)Moderate creditrisk,(iii) High credit risk. BasedonbusinessenvironmentinwhichtheCompanyoperates,adefaultonafinancialassetisconsideredwhenthecounterpartyfails tomakepaymentswithintheagreedtimeperiodaspercontract.Lossratesreflectingdefaultsarebasedonactualcreditlossexperience and considering differences between current and historical economic conditions. Financial assets (other than trade receivables) that expose the entity to credit risk are managed and categorized as follows: Basis of categorisation Asset class exposed to credit Provision for expected credit loss Low credit risk Cash and cash Equivalents, 12 month expected credit loss other bank balances, loans and . other financial assets Moderate credit risk other financial assets 12monthexpectedcreditloss,unless credit risk has increased significantly sinceinitialrecognition,inwhichcase allowance is measured at life time expected credit loss High credit risk other financial assets Life time expected credit loss (when there is significant deterioration) or specific provision whichever is higher 370TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 43 - Financial Risk Management (contd) Credit Risk Financial assets (other than trade receivables) that expose the entity to credit risk (Gross exposure): Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Low Credit Risk Cash and cash equivalents 3 82.51 1 ,009.71 8 56.74 2 47.38 Bank Balances other than above 1 61.92 9 .52 2 99.99 1 49.62 Loans 4 .84 4 .34 5 .45 3 .20 Other Financial Assets 1 1.39 4 .84 6 .40 3 .27 Moderate Credit Risk Other Financial Assets 0 .83 0 .66 - - Higher Credit Risk - - - - Total 5 61.48 1 ,029.07 1 ,168.58 4 03.47 (i) Cash and cash equivalent and bank balance: CreditriskoncashandcashequivalentsandotherdepositswithbanksislimitedastheCompanygenerallyinvestsindepositswith bankswithhighcreditratingsassignedbyexternalcreditrating agencies;accordingly theCompany considersthat therelated credit risk is low.Credit risk related to cash and cash equivalents and bank balance is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks. (ii) Other financial assets measured at amortized cost: OtherfinancialassetsmeasuredatamortizedcostincludesSecurityDeposittovariousauthorities,Loanstostaffandotherreceivables. Creditriskrelatedtotheseotherfinancialassetsismanagedbymonitoringtherecoverabilityofsuchamountscontinuously,whileat the same time internal control system in place ensure the amounts are within defined limits. (iii) Trade receivables: An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adoptingthesimplifiedapproachusingaprovisionmatrixwhichisbasedonhistoricallossratereflectingfutureeconomicconditions. Inthisapproachassetsaregroupedonthebasisofsimilarcredit characteristicssuchasindustry,customersegment,pastduestatus and other factors which are relevant to estimate the expected cash loss from these assets. The Company expects to realise all the receivables in full, accordingly no provision has been made in the books of account. Liquidity Risk Liquidity risk is the risk that the Company willencounter difficulty inmeeting the obligations associated withits financialliabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. Management monitors monthly rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expectedcashflows.Thisisgenerallycarriedinaccordancewithstandardguidelines.TheCompanyhasliquidityreservesintheform of highly liquid assets in the form of cash and cash equivalent, deposit accounts, etc. 371TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 43 - Financial Risk Management (contd) Liquidity Risk i. Financing arrangements: The Company has access to the following undrawn borrowing facilities at the end of the reporting period: Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Expiring within One Year -Non Convertible Secured Debentures - - 100.00 - -Cash Credit Facility 811.75 779.30 1,820.00 440.00 Expiring beyond One Year - - - - The cash credit and other facilities may be drawn at any time and may be terminated by the bank without notice. ii. Maturities of Financial Liabilities: The tables below analyse the Company's financial liabilities into relevant maturity based on their contractual maturities for all non- derivativefinancialliabilities.Theamountsdisclosedinthetablearethecontractualundiscountedcashflows.Balancesduewithin12 months equal their carrying balances as the impact of discounting is not significant as per the table below: Maturity Table of Financial Liabilities As at June 30, 2025 Particulars Less than 1 1-2 Years 2-3 Years More than Total Year 3 years Borrowings (including current maturities of non-current 596.09 - - - 596.09 Less: IND AS Effect - - - - - Total Borrowings 596.09 - - - 596.09 Trade payables 64.07 - - - 64.07 Other financial liabilities 0.90 - - - 0.90 Total 661.07 - - - 661.07 As at March 31, 2025 Particulars Less than 1 1-2 Years 2-3 Years More than Total Year 3 years Borrowings (including current maturities of non-current 781.35 - - - 781.35 borrowing and excluding lease liabilities) Less: IND AS Effect - - - - - Total 781.35 - - - 781.35 Trade payables 213.13 213.13 Other financial liabilities 0.90 0.90 Total 995.39 - - - 995.39 372TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) As at March 31, 2024 Particulars Less than 1 1-2 Years 2-3 Years More than Total Year 3 years Borrowings (including current maturities of non-current 810.86 152.72 - - 963.58 borrowing and excluding lease liabilities) Less: IND AS effect (7.32) - - - (7.32) Borrowings 803.54 152.72 - - 956.26 Trade payables 203.45 - - - 203.45 Other financial liabilities 1.50 - - - 1.50 Total 1,008.48 152.72 - - 1,161.21 As at March 31, 2023 Particulars Less than 1 1-2 Years 2-3 Years More than Total Year 3 years Borrowings (including current maturities of non-current 371.26 27.18 - - 398.44 borrowing and excluding lease liabilities) Less: IND AS effect (2.25) - - - (2.25) Borrowings 369.02 27.18 - - 396.20 Trade payables 286.08 - - - 286.08 Other financial liabilities 2.79 - - - 2.79 Total 657.89 27.18 - - 685.07 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 TheCompanymonitorscapitalonthebasisofthecarryingamountofequitylesscashandcashequivalentsaspresentedonthefaceof balance sheet.Management assesses the Company's capitalrequirements inorder to maintainanefficient overallfinancing 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. TheCompanymanagesitscapitalonthebasisofNetDebttoEquityRatiowhichisNetDebt(TotalBorrowingsnetofCashandCash Equivalents and Term Deposits) divided by total equity Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Total Borrowings 596.09 781.35 963.58 410.20 Less: Cash and Cash Equivalents (382.51) (1,009.71) (856.74) (247.38) Less: Other bank balances (161.92) (9.52) (299.99) (149.62) Less: Term Deposit with maturity of more than 12 months (949.61) (782.03) (136.41) (106.64) Net Debt (A) (897.94) (1,019.91) (329.56) (93.45) Total Equity (B) 4,989.97 4,901.39 2,301.31 299.17 Capital Gearing Ratio (A/B) (0.18) (0.21) (0.14) (0.31) The Company has complied with the covenants as per the terms and conditions of the major borrowing facilities throughout the Reporting Period. 373TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 44 - Events occurring after the Balance sheet Date TheCompanyevaluateseventsandtransactionsthatoccursubsequenttothebalancesheetdatebutpriortoapprovalofthefinancial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. a. Conversion to the public company The Company pursuant to Board and shareholder resolutions dated August 15, 2025 approved the conversion ofthe Company to a publiclimitedcompany.ConsequentlythenamechangeoftheCompanytoTonboImagingIndiaLimitedwasdulyapprovedbythe Registrar of Companies, Karnataka on September 11, 2025. b. Stock Split TheCompanyhasundertakensub-divisionofitsEquitySharesbearingfacevalueofRs.10eachintofiveEquitySharesbearingface value of Rs. 2 each pursuant to a resolution of our Board dated September 16, 2025 and a resolution of the Shareholders dated September16,2025.Asaresult,theequityportionofauthorizedsharecapitaloftheCompanyisrevisedto5,74,87,500equitysharesof facevalueofRs2eachi.e.Rs.114.98MillionasonthedateofsigningoftheRestatedFinancialStatements.Theissued,subscribedand fullypaid-upequitysharecapitaloftheCompanyasondateofsigningofthefinancialsis5,72,82,100equitysharesoffacevalueofRs2 each i.e. Rs. 114.56 Million. 374TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 45 - Related Party Disclosures A. Names of related parties and description of relationship Name of Related Party Description of Relationship Tonbo LLC, Armenia (w.e.f - September 3, Wholly owned Subsidiary 2024) TonboSystemsPtyLtd.,Australia(w.e.f-July Wholly owned Subsidiary 10, 2024) CEAQTechnologiesPteLtd(Formerlyknown Enterprise having Substantial Interest as Tonbo Imaging Pte Ltd) CEAQTechnologiesPrivateLimited(Formerly Subsidiary of Enterprise having Substantial Interest known as Tonbo Imaging Private Limited) UAB Tonbo Imaging, Lithuania Subsidiary of Enterprise having Substantial Interest HBL Engineering Limited (w.e.f - April 11, Investing company 2023) Arvind Kondangi Lakshmikumar Managing Director Ankit Kumar Director Cecilia D'Souza Director B. Summary of transactions during the year / period with related parties Name of Related Party Nature of transactions 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Transactions with the related parties, which are eliminated on consolidation a. Tonbo LLC to Tonbo Imaging India Limited Services 4.45 8.08 - - b.Tonbo Imaging India Limited to Tonbo Sales 2.72 - - - Systems Pty Ltd Enterprise having Substantial Interest c. CEAQ Technologies Pte Ltd (Formerly Sales - 0.25 - - known as Tonbo Imaging Pte Ltd) Purchases of Project Material / Equipment 50.98 439.79 488.23 1 16.77 Purchases of Intangible Assets - - 1,831.91 - Services - Payable - 80.00 105.13 8 7.64 Loan availed 5.04 12.81 - - - Balancesoutstandingattheyear/period 100.04 425.20 1,246.30 2 4.58 end - Payable Subsidiary of Enterprise having Substantial Interest d. CEAQ Technologies Private Limited Sales - - 5.31 5 0.68 (Formerly known as Tonbo Imaging Private Reimbursement of expenses - receivable - - 2.21 1 .45 Limited) Reimbursement of expenses - payable - 16.00 0.55 0 .10 Purchases of Project Material / Equipment - - 41.78 7 0.10 Software / Technical support - payable - 106.83 103.42 1 47.57 Sublease rentals - receivable 0.45 1.80 3.15 3 .60 Balancesoutstandingattheyear/period - - 108.07 8 7.07 end - Receivable Balancesoutstandingattheyear/period 2.18 76.99 - - end - Payable 375TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) B. Summary of transactions during the year / period with related parties (contd) Name of Related Party Nature of transactions 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Subsidiary of Enterprise having Substantial Interest e. UAB Tonbo Imaging, Lithuania Purchases of Project Material / Equipment - - 153.06 1 55.73 Balancesoutstandingattheyear/period end - Payable - - 0.38 2 3.57 Investing Company f. HBL Engineering Limited Sales - - 416.78 - Reimbursement of expenses - payable - - 2.53 - Purchases of Project Material / Equipment - - 684.16 - Services - Payable - - 1.80 - Balancesoutstandingattheyear/period - end - Receivable 0.41 0.41 - g. Managerial Personnel i. Arvind Kondangi Lakshmikumar Service and Other Payable 0.71 2.10 1.75 - ii. Cecilia D'Souza Managerial Remuneration 3.50 13.87 1.22 - iii. Ankit Kumar Managerial Remuneration 3.79 - - - TheCompanyhassetupawhollyownedsubsidiaryTonboLLCintheRepublicofArmeniaon3rdSeptember2024andhascommittedto subscribeto100%ofthesharecapitalofthewhollyownedsubsidiaryforAMD40,000(INR9,042). IntheFY2025-26,theCompanyshall remit the funds towards the share subscription. TheCompanyhassetupawhollyownedsubsidiaryinAustralia.Aspartoftheprocess,TonboSystemsPtyLtdwasincorporatedonJuly10, 2024,andoneoftheDirectors,ArvindKondangiLakshmikumar,hassubscribedto100%ofthesharecapitalforAUD1(INR62). IntheFY 2025-26, the Company shall undertake necessary actions to ensure the share of Tonbo Systems Pty Ltd are held in the name of the Company. Note 46- Disclosure of dues/ payments to Micro and Small enterprises to the extent such enterprises are identified by the Company TheManagementhasaprocessofidentifyingenterpriseswhichhaveprovidedgoodsandservicestotheCompanyandwhichqualifyunder thedefinitionof Microand SmallEnterprises, asdefinedundertheMicro, Smalland Medium EnterprisesDevelopment Act, 2006. The Company has not received any claim for interest from any supplier under the said Act. Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Principal amount and the Interest due there on remaining unpaid as at the end of the 27.67 22.74 29.59 80.56 accounting year / period TheamountofinterestpaidbytheCompanyalongwiththeamountofthepaymentmadeto - - - - the supplier beyond the appointed day during each accounting year / period Theamountofinterestdueandpayablefortheperiodofdelayinmakingpayment(which - - - - have been paid but beyond the appointed day during the year) but without adding the interest specified under the Act Theamountofinterestaccruedand remainingunpaidattheendof theyear/periodin - - - - respect of principal amount settled during the year / period Theamountoffurtherinterestremainingdueandpayableeveninthesucceedingyears,until - - - - such date when the interest dues as above are actually paid to the small enterprise 376TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 47 - Auditors Remuneration (included in Legal and Professional Fees)* Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 As Auditors 0.13 0.50 0.50 0 .36 For other services 0.16 0.75 0.45 0 .31 (* excludes GST / Service tax) Note 48 - Value of Imports on CIF basis Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Capital Goods Office equipment - 11.90 0.77 0 .13 Furniture & Fixtures 0.15 - - - Plant and Machinery - 0.11 2.88 - Intellectual Property - - 1,831.91 - Computer Software 1.00 - - - Data Processing Equipment 0.07 - - - Purchases - Hardware, project material 172.28 1,032.13 1,283.20 3 88.54 Total 173.49 1,044.14 3,118.76 388.68 Note 49 - Earnings in foreign currency Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Export Sales 44.89 3,073.38 2,081.46 180.64 Total 44.89 3,073.38 2,081.46 180.64 Note 50 - Expenditure in foreign currency Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Foreign travel expenses 1.48 2.02 0.53 0 .09 Royalty fees - - 105.13 7 6.60 Others 11.54 168.61 3.20 - Total 13.01 170.62 108.86 76.69 Note 51- Managerial Remuneration Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 i.Cecilia D'Souza - Director 3.27 13.04 1.15 - Salaries and benefits 0.23 0.90 0.08 - Contribution to Provident and other funds ii. Ankit Kumar - Director 3.57 - - - Salaries and benefits 0.23 - - - Contribution to Provident and other funds Total 7.29 13.94 1.22 - 377TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 52 - Statement of Tax Shelter Particulars 30-Jun-25 31-Mar-25 31-Mar-24 31-Mar-23 Profit before tax, as restated (A) 76.91 992.68 945.50 13.67 Adjustments Permanent differences Other Expenses Adjustment on account of Section 36 & 37 under Income tax Act, 1961 4.30 2 1.00 10.57 6 .50 Bad debts Written off - - - - Loss on Sale of Fixed Assets - - - - Pertaining to IND AS Adjustment - - - - Addition under section 28 to 44DA Total permanent differences (B) 4 .30 2 1.00 1 0.57 6 .50 Timing differences Depreciation differenec as per books and as per income tax (19.98) ( 182.08) ( 129.55) ( 12.34) Profit on Sale of Fixed Assets - - - - Capital gain - - - - Adjustment on account of Section 40A(7) - Provision for gratuity 1.97 8 .23 5 .24 1 .93 Adjustment on account of Section 43B (0.13) 4 .27 2 .30 0 .09 other Additions 36.30 5 8.73 4 6.76 - Total timing differences (C) 1 8.16 ( 110.86) ( 75.25) ( 10.32) Deduction under Chapter VI-A (D) Other deduction 64.04 58.11 87.50 4 .33 Gross adjustments (E)=(A+B+C-D) 3 5.33 8 44.71 7 93.32 5 .52 Brought Forward Business Loss (F) - - (3.21) - Net adjustments (G)=(E+F) 35.33 844.71 790.11 5.52 Tax Rate (H) 25% 25% 25% 26% Tax impact of adjustments (I) = (G)*(H) 8 .89 2 12.53 198.79 1.44 Total Tax Payable 8.89 212.53 198.79 1.44 Minimum Alternate Tax (MAT) Income as per MAT ** NA NA NA 13.67 Less: Business Loss or Unabsorbed Depreciation whichever is lower NA NA NA - Net Income as per MAT NA NA NA 13.67 Tax Rate as per MAT NA NA NA 17% Tax Payable as per MAT NA NA NA 2.28 Notes: 1.TheabovestatementisinaccordancewithAccountingStandard-22,"AccountingforTaxesonIncome"prescribedunderSection133ofthe Act, read with Rule 7 of Companies (Accounts) Rules, 2014 (as amended). 2.Thepermanent/timingdifferencesforthefinancialyearsended31March2024and2023havebeencomputedbasedontheIncome-tax returnsfiled,whileforthethreemonthsendedJune30,2025andthefinancialyearended31March2025havebeencomputedbasedonthe tax computations for the respective reporting periods, and after giving effect to adjustments for restatements, if any. 3. Statutory tax rate includes applicable surcharge, education cess and higher education cess of the year concerned. 4. The above statement should be read with the Statement of Notes to the Consolidated Financial Information of the Company. 378TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 53 - Accounting Ratios Ratios March 31, % change March 31, % change March 31, 2025 2024 2023 aRevenue Growth 4,690.80 9.55% 4,281.89 342.22% 968.28 bGross Profit Revenue from Operations 4,690.80 4,281.89 968.28 Cost of Goods Sold 2,046.11 2,199.29 588.06 Gross Profit (In Value) 2,644.69 26.99% 2,082.60 447.74% 380.22 cGross Profit Margin Gross Profit 2,644.69 2,082.60 380.22 Revenue from Operations 4,690.80 4,281.89 968.28 56.38% 15.92% 48.64% 23.86% 39.27% dEBITDA Profit Before Tax and Exceptional and 1,000.44 949.55 32.74 Extraordinary items and Tax Finance Cost 177.42 76.81 73.89 Depreciaton and Amortisation 265.91 133.95 15.91 Other Income (53.10) (37.07) (20.29) EBITDA 1,390.67 23.81% 1,123.24 998.62% 102.24 eEBITDA Margin EBITDA 1,390.67 1,123.24 102.24 Revenue from Operations 4,690.80 4,281.89 968.28 EBITDA Margin 29.65% 13.02% 26.23% 148.44% 10.56% fPAT Margin (in %) PAT 727.60 685.43 11.81 Total Income 4,743.90 4,318.96 988.57 PAT Margin 15.34% -3.36% 15.87% 1228.31% 1.19% gReturn on Capital employed (in %) Earning Before Interest and Taxes 1,124.75 989.28 86.34 Capital Employed 4,111.28 1,459.96 602.35 Return on Capital employed 27.36% -59.63% 67.76% 372.76% 14.33% hReturn on Equity Ratio (in %) Net Profit After Tax 727.60 685.43 11.81 Average Shareholder’s Equity 3,601.35 1,300.24 293.66 Return on Equity Ratio 20.20% -61.67% 52.72% 1210.65% 4.02% iNet Debt to EBITDA (x) Net Debt ( 237.88) ` ( 193.15) 1 3.19 EBITDA 1 ,390.67 1 ,123.24 1 02.24 ( 0.17) -0.53% ( 0.17) -233.25% 0 .13 jNet Tangible Fixed Asset Turnover (x) Turnover 4,690.80 4,281.89 968.28 Net Tangible Fixed Asset 244.85 47.86 31.06 Net Tangible Fixed Asset Turnover 19.16 -78.59% 89.47 186.97% 31.18 kWorking Capital Days Receivables Days (on average) 1 18 5 7 1 11 Inventory Days (on average) 1 99 1 26 1 67 Payables Days (on average) 3 7 3 1 6 7 Working Capital Days 2 80 83.58% 1 52 -27.76% 2 11 lR&D Spend % of Total Expense R&D cost 90.95 42.41 13.39 Revenue from Operations 3 ,743.46 3 ,369.41 9 55.83 2.43% 93.02% 1.26% -10.15% 1.40% 379TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 53 - Accounting Ratios (Continued) Reason for variance between FY 2024 and FY 2025 more than 25% a.Gross Profit Ratio: Variance is due to decrease in the cost of goods sold. g. Return on Capital employed Ratio: Variance is due to increase in the Shareholder's ehq. uRiettyurn on Equity Ratio: Variance is due to increase in the Shareholder's equity j.Net Tangible Fixed Asset Turnover: Variance is due to increase in the tangible assets k.Working Capital Days: Variance is due to increase in the Receivable days. l. R&D Spend% of Total Expense: Variance is due to increase in R&D Spend during the year Reason for variance between FY 2023 and FY 2024 more than 25% a.Gross Ratio: Variance is due to increase in Revenue d.and e. EBITDA and EBITDA Margin: Variance is due to increase in Operating Revenue f.PAT Margin: Variance is due to increase in Operating Revenue g.Return on Capital employed: Variance is due to increase in EBIT h.Net Debt to EBITDA: Variance is due to increase in EBITA j.Net Tangible Fixed Asset Turnover: Variance is due to increase in Turnover Notes: 1)The ratios have been computed in the following manner: Revenue From Operation - COGS Gross Profit : COGS = Cost of Materials Consumed + Changes In Inventories of Finished Goods Gross Profit Margin : Gross Profit / Revenue from Operations Profit Before Tax and Exceptional and Extraordinary items and Tax + Finance Cost + EBITDA : Depreciaton and Amortisation - Other Income EBITDA Margin : EBITDA / Revenue from operations PAT Margin : Net Profits after taxes / Total Income Earning before interest and taxes / Capital Employed ROCE % : Capital Employed = Tangible Net Worth + Total Debt + Deferred Tax Liability ROE % : Net Profits after taxes / Average Shareholder’s Equity Net Debt / EBITDA Net Debt to EBITDA (x) : Net Debt = Long Term Borrowings + Short Borrowings - Cash and Bank Balances - Other Bank Balances Net Tangible Fixed Asset Turnover (x) : Revenue from operations / Property, Plant & Equipment Inventory Turnover Days + Receivable Days - Payable Days Inventory Days = Average Inventory / COGS *365 Working Capital Days : Receivable Days = Average Trade Receivables / Sales *365 Payable Days = Average Trade Payables / Purchases *365 R&D Spend % of Total Expense : R&D Spends / Total Spends 2)The figures disclosed above are based on the Restated Financial Information of the Group. 3)Shareholders' Equity for the ratios represents sum of share capital and reserves and surplus. 380TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 54 - Corporate social responsibility Particulars 31-Mar-25 31-Mar-24 31-Mar-23 (i) Amount required to be spent by the Company during the year 6.50 - - (ii) Amount of expenditure incurred: (a) Construction/acquisition of any assets - - - (b) On purpose other than (a) above 3.00 3.61 0.60 (iii) Shortfall/(Excess) at the end of the year (0.71) (4.21) (0.60) (iv) Total of previous years shortfall - - - (v) Reason for shortfall - - - (vi) Nature of CSR activities Activities specified in Schedule Vll of the Act (vii) Details of related party transactions, e.g., contribution to a trust controlled by the Nil Nil Nil company in relation to CSR expenditure as per relevant Accounting Standard (viii) Where a provision is made with respect to a liability incurred by entering into a contractual obligation, the movements in the provision during the year shall be shown Nil Nil Nil separately. Note 55 - Taxation a) Current Tax: TheGroupcalculatesitstaxliabilitybasedontheprovisionsoftaxlawsoftherespectivecountries.Theincometaxprovisionfortheyearis included under the head ' Current Liabilities - Provisions '. b) Transfer Pricing The Group has adhered to the relevant Transfer Pricing regulations applicable to respective countries and maintained necessary documentation and complied with associated compliances. TheManagementisoftheopinionthatitsinternationaltransactionswithassociatedenterprisesareatarm'slengthandaccordinglytherewill not be any impact on the financial statements, particularly on the tax liability. Note 56 - List of Subsidiaries: AdditionalinformationasrequiredbyParagraph2oftheGeneralInstructionsforPreparationofConsolidatedStatementsof Assets and Liabilities to Schedule III to the Companies Act, 2013 % of Net Asset (total assets Share in other Share in total comprehensive effective minus Share in profit and loss comprehensive income income Name of the Country of Relationship as ownership % of voting total liabilities) Entity Incorporation at June 30, 2025 interest held rights held % of % of % of other % of total (directly and consolidated Amount consolidated Amount comprehensive Amountcomprehensive Amount indirectly) net assets profit and loss income income Wholly owned Tonbo LLC Armenia 100% 100% 0.02% 0 .85 -5.90% (4.53) 0% - 0.00% (4.53) Subsidiary Tonbo Systems Wholly owned Australia 100% 100% 0.03% 1 .66 -23.18% (17.83) 0% - 0.00% (17.83) Pty Ltd Subsidiary 381TONBO IMAGING INDIA LIMITED (Formerly known as Tonbo Imaging India Private Limited) CIN: U74140KA2003PLC033043 Notes forming part of the Restated Consolidated Financial Statements (All amounts are in Million of Indian Rupees, unless otherwise stated) Note 57 - Statement of Restatement adjustments made in restated consolidated financial statements Part A: Statement of restatement adjustments to audited financial statements: (a)Reconciliation between total equity as per Audited financial statements and restated consolidated financial statements Consolidated Standalone Particulars June 30, March 31, March 31, March 31, 2025(1) 2025(1) 2024(2) 2023(3) Total Equity (as per audited financial statements) 4,989.97 4,901.39 2,301.31 2 99.17 Restatement adjustments - - - - Total Equity as per restated consolidated financial statements 4,989.97 4,901.39 2,301.31 2 99.17 (b) Reconciliation of total comprehensive income / (loss) as per Audited Consolidated financial statements and restated consolidated financial statements Consolidated Standalone Particulars June 30, March 31, March 31, March 31, 2025(1) 2025(1) 2024(2) 2023(3) Total comprehensive income/(loss) for the period/year as per audited financial statements 53.79 727.68 684.43 1 1.62 Restatement adjustments - - 2.02 - Total comprehensive income/(loss) for the period/year as per restated consolidated financial statements 53.79 727.68 686.45 1 1.62 Notes: (1) The financial information as at and for the three months ended June 30, 2025 and for the financial year ended March 31, 2025 are based on audited special purpose consolidated financial statements of the Company for the respective period/year. (2)The financial information for the financial year ended March 31, 2024 is based on audited financial statements of the Company. (3) The financial information for the financial year ended March 31, 2023 is based on audited special purpose standalone financial statements of the Company. Part B: Non-adjusting events a) There are no audit qualifications in the Auditor's reports for the three months ended June 30, 2025 and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and hence there are no adjustments required in the restated consolidated financial statements. 382Note 58 - Additional regulatory information a.TheGrouphasnotdefaultedinrepaymentofloansorotherborrowingsorinthepaymentofinterestthereontoanylender.Theborrowings were applied for the purpose for which the same were obtained. b. The Group has not been declared wilful defaulter by any bank or financial institution or government or any government authority. c. The Group has no transactions with the companies struck off under Companies Act, 2013. d.TheGrouphasnotenteredintoanyschemeofarrangementwhichhasanaccountingimpactonthethreemonthsendedJune30,2025and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023. e.ThereisnoincomesurrenderedordisclosedasincomeduringthethreemonthsendedJune30,2025andforthefinancialyearsendedMarch 31,2025,March31,2024andMarch31,2023inthetaxassessmentsunderrespectiveincometaxlaws,thathasnotbeenrecordedinthebooks of account. f.TheGrouphasnottradedorinvestedincryptocurrencyorvirtualcurrencyduringthethreemonthsendedJune30,2025andforthe financial years ended March 31, 2025, March 31, 2024 and March 31, 2023. g.TheGroupdoesnothaveanyBenamiproperty,whereanyproceedinghasbeeninitiatedorpendingagainsttheGroupforholdingany Benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. h.TheGroupdoesnotholdanyImmovableproperties.TheGrouphasnotrevalueditsproperty,plantandequipmentorintangibleassetsor both during the three months ended June 30, 2025 and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023. i.TheCompanyisnotaCoreInvestmentCompany(CIC)asdefinedintheregulationsmadebytheReserveBankofIndia.Groupdoesnot have any CICs, which are part of the Group. j.TheCompanyhasnotmadeanyinvestmentsandhencecompliancewithrespecttonumberoflayersprescribedundersection2(87)ofthe CompaniesAct,2013readwithCompanies(Restrictionofnumberoflayers)Rules,2017isnotapplicable.Therehavebeennocorresponding violations by the subsidiaries, as per the respective local regulations. k. Utilisation of borrowed funds and share premium (A) The Group has 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: i) 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 ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries. (B) The Group has 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 Group shall: i) 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 ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries. l. There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period. m.TheCompanyhasobtainedworkingcapitallimitonthebasisofsecurityofcurrentassetsfrombankandthequarterlyreturns/statements filed by the Company are materially in agreement with the books of accounts. n.TheGrouphasnotgrantedanyloansoradvancestopromoters,directors,KMPsandtherelatedparties(asdefinedunderCompaniesAct, 2013), either severally or jointly with any other person. o. No proceedings have been initiated on or are pending against the Company under the Prohibition of Benami Property Transactions Act, 1988 (asamendedin2016)(formerlytheBenamiTransactions(Prohibition)Act,1988(45of1988))andRulesmadethereunder.Therehavebeenno such proceedings initiated against the subsidiaries, as per the respective local regulations. For and on behalf of the Board of Directors For Kalyanasundaram and Associates Chartered Accountants Firm Registration No. 005455S ARVIND KONDANGI CECILIA D'SOUZA LAKSHMIKUMAR Managing Director Director DIN: 02261469 DIN: 06380429 K.M. RANJITH Place: Bangalore Place: Bangalore Partner Date: December 20, 2025 Date: December 20, 2025 Membership No: 219645 Place: Bangalore Date: December 20, 2025 ANKITA AGARWALLA SIVASHANKAR T S Company Secretary and Chief Financial Officer Compliance Officer Membership No: A61777 Place: Bangalore Place: Mumbai Date: December 20, 2025 Date: December 20, 2025 383OTHER FINANCIAL INFORMATION The audited standalone financial statements of our Company as at and for the three months ended June 30, 2025 and the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023 (“Standalone Financial Statements”) are available at https://tonboimaging.com/main/financials/ Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR Regulations. The Standalone Financial Statements and the reports thereon, do not and will not constitute, (i) a part of this Draft Red Herring Prospectus, (ii) the Red Herring Prospectus, or (iii) the Prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies Act, 2013, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere in the world. The Standalone Financial Statements and the reports thereon, should not be considered as part of information that any investor should consider for subscribing or purchase any securities of our Company, or any entity in which it or its shareholders have significant influence (collectively, the “Group”) and should not be relied upon or used as a basis for any investment decision. Due caution is advised when accessing and placing reliance on any historic or other information available in the public domain. Neither the Company or any of its advisors, nor any of the BRLMs or the Selling Shareholders nor any of their respective employees, directors, affiliates, agents, trustees or representatives, as applicable, accept any liability whatsoever for any loss, direct or indirect, arising from reliance placed on any information presented or contained in the Audited Standalone Financial Statements, or the opinions expressed therein. The details of accounting ratios derived from our Restated Consolidated Financial Statements required to be disclosed under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are set forth below: (₹ in million, unless stated otherwise) As at and for the As at and for the Fiscal ended three months Particulars ended June 30, March 31, 2025 March 31, 2024 March 31, 2023 2025* Basic earnings per share (in ₹) 1.00 13.38 62.61 1.08 Diluted earnings per share (in ₹) 0.95 12.70 13.63 0.30 EBITDA (in ₹ million) 149.69 1,390.67 1,123.24 102.24 Net Worth (in ₹ million) 4,989.97 4,901.39 2,301.31 299.17 Return on Net Worth (%) 1.10 20.20 52.72 4.02 Net Asset Value per Equity Share (in ₹) 87.11 85.57 45.77 7.67 *Not annualised Notes: 1. Basic Earnings per share is calculated by dividing Restated profit for the period/year attributable to equity Shareholders by the number of equity shares outstanding at the end of the period/year reduced by the ESOP Trust shares. 2. Diluted earnings per share is calculated by dividing Restated profit for the period/year attributable to equity Shareholders by the number of equity shares outstanding at the end of the period/year adjusted for the effect of dilutive potential equity shares. 3. Return on Net Worth is computed as Net Profit after tax attributable to owners of the parent, as restated net worth at the end of the year. 4. Net Asset Value per Equity Share is calculated as Net profit after tax, as restated divided by Average Net worth as restated as at the beginning and end of the period/year end. Net Asset Value per Equity Share has been adjusted for the effect of bonus issue, share split and buyback of shares. 5. EBITDA is calculated as Profit / (Loss) before Exceptional and Extraordinary items and Tax plus Finance Cost, Depreciation and Amortisation minus Other Income. Reconciliation of Non-GAAP measures For a reconciliation of Non-GAAP financial measures, see “Management’s Discussion and Analysis of our Results of Operations – Non-GAAP Financial Measures” on page 404. Related Party Transactions For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e., Ind AS 24 -Related Party Disclosures, read with the SEBI ICDR Regulations for the three months ended June 30, 2025 and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 and as reported in the Restated Consolidated Financial Statements, see “Restated Consolidated Financial Statements – Note 45 – Related Party Transactions” on page 375. 384MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion is intended to convey the management’s perspective on our financial condition and results of operations for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023. Unless otherwise stated or unless the context requires otherwise, the financial information in this section has been derived from the Restated Consolidated Financial Statements. Our Company’s financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, included herein is based on or derived from our Restated Consolidated Financial Statements included in this Draft Red Herring Prospectus. For further information, see “Restated Consolidated Financial Statements” on page 302. The Restated Consolidated Financial Statements is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition” on page 72. Unless otherwise stated or the context otherwise requires, references in this section to “we”, “us”, or “our” are to Tonbo Imaging India Limited and our Joint Venture on a consolidated basis while “our Company” or “the Company” are to Tonbo Imaging India Limited on a standalone basis. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” dated December 2025 (the “F&S Report”) prepared and issued by Frost and Sullivan (India) Private Limited, appointed by us and exclusively commissioned and paid for by us to enable investors to understand the industry in which we operate in connection with the Offer. The data included herein includes excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal. Further, the F&S Report was prepared on the basis of information as of specific dates and opinions in the F&S Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. F&S Report has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the F&S Report based on the information obtained by it from sources which it considers reliable. A copy of the F&S Report is available on the website of our Company at https://tonboimaging.com/main/industry-report/. For further information, see “Risk Factors – Internal Risks – Certain sections of this Draft Red Herring Prospectus disclose information from the industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.” on page 65. Also see, “Certain Conventions, Currency of Presentation, Use of Financial Information and Market Data –Industry and Market Data” and “Industry Overview” on pages 31 and 147, respectively. OVERVIEW We are a global defence electronics original equipment manufacturer (“OEM”). We design, develop and manufacture sensing, processing, communication and guidance systems for surveillance, reconnaissance, targeting, and control. We have developed a diversified product portfolio including thermal imaging cores, weapon sights, hand-held thermal imaging binoculars, targeting systems, missile seekers, fire control systems, missile guidance systems amongst others to enable autonomy on the battlefield. The image below depicts the various functions of our product portfolio: 385Our expertise spans design capabilities across electro optics and infrared systems (“EO/IR”) and embedded vision systems serving both – Indian and global companies. As per the F&S Report, our Company is the fastest-growing defence technology player in India in terms of revenue, EBITDA and PAT margin growth (CAGR Fiscal 2023- 2025) amongst the Listed Peers. As per the F&S Report, over the period FY23 to FY25, our Company was the largest manufacturer, in terms of sales value of thermal imaging systems to government and defense agencies in India. In addition, our Company’s market share of thermal imaging exports from India was 93%, positioning it as the largest exporter of thermal imaging systems from India in FY24-25. With over 20,000 systems deployed across 24 countries, as of June 30, 2025, our Company is a recognized OEM providing a diverse suite of field-proven electro-optic products free from export restrictions under International Traffic in Arms Regulations (“ITAR”). ITAR is a U.S. export control framework governing the sale, transfer, and sharing of defence related technology, data, and services. Our EO/IR portfolio is free from ITAR, enabling it to serve non-aligned and export sensitive markets more flexibly, as we design and develop our products within India, making us one of the few global OEMs capable of supplying cutting-edge technologies without geopolitical export limitations. As per the F&S Report, our Company is one of the few companies in India with no dependence on external technology partners as we own 100% of our intellectual property, from optics to embedded software and electronics. The Government of India has introduced numerous policies under the ‘Make in India’ initiative and the ‘Atmanirbhar’ vision, introducing reforms to promote the indigenous design, development and manufacturing of defence equipment in the country, thereby reducing reliance on defence imports. Introduced in 2020, India’s Defence Acquisition Procedure 2020 (“DAP 2020”), “Indigenously-Designed, Developed and Manufactured” (“IDDM”) is a part of India’s ‘Make in India’ initiative for defence. In order to be an eligible IDDM vendor under the DAP 2020, our Company is required to ensure that the control of the Company is with Indian citizens and at least half of the ex-factory cost of the products needs to originate from Indian design, development, production or value-addition, and limits the permissible foreign or non-indigenous content in the final product to a maximum of 50% of the overall contract value. We are a supplier under IDDM. 386We were incorporated in 2003 as a subsidiary of a research company initially providing R&D and technology development services focused on designing intellectual property. In 2012, post the buyout of the erstwhile subsidiary of the research company by our Promoters, we transitioned into a defense-focused product manufacturing company, developing and supplying advanced electro-optic and electronic systems. As per the F&S Report, with over 20,000 systems deployed across 24 countries as of March 31, 2025, our Company offers a diverse suite of field-proven electro-optical solutions. Field-proven denotes systems that have been operationally validated in live combat and security environments, demonstrating reliability, durability, and mission effectiveness under real-world conditions. Our investors include: Our products are divided into tactical systems and platform systems. The table below sets forth the revenue from operations generated from each product vertical in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: 387Products For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount As a Amount As a Amount As a Amount As a (₹ percentage (₹ percentage (₹ percentage (₹ percentage million) of revenue million) of revenue million) of revenue million) of revenue from from from from operations operations operations operations (%) (%) (%) (%) Tactical 381.06 55.49 3,622.96 77.24 3,592.69 83.90 792.87 81.88 systems Platform 296.69 43.20 1,010.53 21.54 127.00 2.97 41.87 4.32 systems Others* - 0.00 10.32 0.22 110.39 2.58 2.25 0.23 Total sale 677.75 98.69 4,643.82 98.99 3,830.08 89.45 836.99 86.44 of products and solutions Revenue 686.77 100.00 4,690.80 100.00 4,281.89 100.00 968.28 100.00 from operations# Note: We are yet to book revenue for our directed energy systems which are currently in the development stage. *Comprise certain OEM component sales. # Our Revenue from operations is a sum of total sale of products and solutions and other operating revenue. Our portfolio of products span the electromagnetic spectrum – visible imaging based on what the human eye can see, to long wave infrared and multi-sensor imaging which are based on heat signatures of objects emitting infrared radiation. Our product portfolio is put forth below: 388We are seeing an evolution of our business from being focussed on tactical systems and platform subsystems to offering integrated autonomous platform systems. These platform systems are solutions that bring together hardware and software components of multiple subsystems made by us into an integrated platform for battlefield deployment. Our Company emphasizes miniaturisation, such as smallest form factor thermal weapon sights, scalable, modular payloads adaptable for remote weapons stations, loitering munitions, intelligence, surveillance, and reconnaissance (“ISR”) balloons and soldier - wearable systems. Our products are deployed in programs ranging from remote weapon stations (“RWS”) and missile seekers to situational awareness systems, optical reconnaissance payloads, and driver vision enhancement systems for armoured vehicles. In the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, in addition to supply within India, we supplied our products to overseas customers in countries including Armenia, Romania, Slovenia, USA, Morocco, South Korea, UAE and the Philippines. As per the F&S report, our Company leads in export performance, with 65.52% of FY25 revenue from overseas markets, this positions us as the supplier with the highest percentage of revenue from exports among the listed defence peers in FY25. The table below sets our revenue from exports in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Products For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Amount As a Amount As a Amount As a Amount As a (₹ percentage (₹ percentage (₹ million) percentage (₹ percentage million) of revenue million) of revenue of revenue million) of revenue from from from from operations operations operations operations (%) (%) (%) (%) Revenue 44.89 6.54 3,073.38 65.52 2,081.46 48.61 180.64 18.66 from exports Our customers include global militaries, law enforcement and homeland security agencies and other global defence OEMs. As of June 30, 2025, we have supplied to 24 countries including India, Armenia, Romania, Slovenia, USA, Morocco, South Korea, UAE and the Philippines. The map below sets forth our geographical footprint across the world as of June 30, 2025: 389As of September 30, 2025, we had an order book of ₹ 2,665.70 million. The table below sets forth the breakdown of our order book from our domestic and overseas customers as of September 30, 2025: Particulars Number of orders* Value (₹ million) Domestic customers 29 2,133.10 Overseas customers 7 532.60 Total 36 2,665.70 * Comprises only firm orders, which represent orders that have been contractually confirmed by customers, formally accepted by the Company, and are supported by binding documentation such as executed contracts or purchase orders. From October 1, 2025 to November 30, 2025, we have received orders aggregating to ₹ 716.80 million. As part of our efforts towards R&D, we have set up an R&D centre at Bengaluru, Karnataka where we have employed 93 engineers as of June 30, 2025, to undertake research, develop and experiment with new designs, technologies and equipment. Key technologies developed through our R&D efforts include, inter alia, micro- scanned optics, scene-based non-uniformity correction, thermal stereo vision systems for depth perception in low- light conditions, 3D imaging using single-detector thermal imagers, control systems for inertial stabilization and high accuracy pointing systems, fast steering mirror assemblies for dynamic beam alignment etc. Our R&D efforts also include use of alternative material such as polymers to reduce dependence on supply constraints in the defence sector as well as reducing costs to levels where commercial/consumer applications can be developed. We have ownership of a portfolio of intellectual property, which includes intellectual property solutions in relation to, inter alia, infrared imaging, night vision, computer vision and deep learning, precision stabilisation, autonomous fire control, directed energy, optical communications, high-altitude surveillance and missile seekers. Our Company operates an asset light business model through horizontal integration: core design and intellectual property (both assigned to us and developed indigenously) (“IP”), while manufacturing is outsourced to certified electronics manufacturing services (“EMS”) partners, including, Kaynes Technology India Limited and Avalon Technology and Services Private Limited. We prototype our pilot engineering units in our R&D centre, then scale production through EMS partners under non-exclusive contract manufacturing arrangements, issuing purchase orders that set out the required product specifications. Our R&D centre is ISO certified; it has the ISO 9001:2015 (quality management systems), ISO 14001:2015 (environmental management system) and ISO/IEC 27001:2022 (information security management system) and ISO 28000:2022 (security and resilience-security management systems requirements) for design, development, manufacture and servicing of electro optical systems and imaging cores in the areas of infrared imaging for use in defence, commercial, security and industrial applications. Our asset light business model minimises capital expenditure, enables scalable production, and keeps us lean and efficient, allowing us to focus on R&D. We have received several awards including the ‘Excellence in Tech Export Promotion - Medium Enterprises’ award by CNBC, ‘Young Turks Startup of the Year’ award at the CNBC-TV 18 India Business Leader Awards and ‘Marico Innovation Foundation’ award in the business category for ‘India’s Best Innovations’. Further, our operations comply with international standards for quality management system, environmental management system, information security management system and security and resilience-security management systems requirements for design, development, manufacture and servicing of electro optical systems and imaging cores in 390the areas of infrared imaging for use in defence, commercial, security and industrial applications. Our Company was founded by technologists with prior experience in the U.S. Department of Defense and Sarnoff Corporation. Over the last 12 years, our Company has built a 293 member team including engineers with deep expertise in infrared imaging, optics, lasers, sensor fusion, and machine learning. The Promoters have worked together for over 20 years, overseeing multi-year global defence programs and pioneering next-generation military technologies. Our Promoter, Managing Director and Chief Executive Officer, Arvind Kondangi Lakshmikumar has over 20 years of experience in raising capital, running our product engineering teams globally and managing government and enterprise sales at our Company. Further, our Promoter, Executive Director and Chief Business and Revenue Officer, Ankit Kumar, has over 20 years of experience running our research and development programs in defence, surveillance and automotive safety globally and is a domain expert in optics, computer vision and machine learning automotive. Further, our Promoter, Executive Director and Chief Commercial Officer, Cecilia D’Souza has over 20 years of experience in finance, accounting and management of our multi-location international business and has a strong background in international accounting, mergers and acquisitions, procurement and operational logistics. We believe that the combined experience of our Promoters, our dynamic management team and our skilled employees position us well to capitalize on future growth opportunities. We have established a track record of consistent revenue growth and profitability. We have managed our operations efficiently and our working capital days range from 152 to 280 days in a Fiscal. The table below sets forth certain financial information for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars Unit As of/For the As of/ For the year ended March 31, CAGR three months (from Fiscal ended June 2023 to 30, Fiscal 2025) (%) 2025 2025 2024 2023 Revenue from ₹ million 686.77 4,690.80 4,281.89 968.28 120.10 Operations(1) Revenue Growth(2) % NA 9.55 342.22 NA - Gross Profit(3) ₹ million 340.04 2,644.69 2,082.60 380.22 163.74 Gross Profit % 49.51 56.38 48.64 39.27 - Margin (4) EBITDA(5) ₹ million 149.69 1,390.67 1,123.24 102.24 268.81 EBITDA % 21.80 29.65 26.23 10.56 - Margin(6) PAT(7) ₹ million 54.31 727.60 685.43 11.81 684.88 PAT Margin(8) % 7.68 15.34 15.87 1.19 - ROCE %(9) % 1.92* 27.36 67.76 14.33 - ROE %(10) % 1.10* 20.20 52.72 4.02 - Net Tangible Times 2.78* 19.16 89.47 31.18 - Fixed Asset Turnover (x)(11) Working Capital No of Days 493# 280 152 211 - Days(12) * Not Annualized for the period ended June 30, 2025. #Working Capital Days have been calculated basis 91 days for the period ended June 30, 2025. Notes: (1) Revenue from Operations means the Revenue from Operations for the year / period as appears in the Restated Consolidated Financial Statements. (2) Revenue Growth is calculated as a percentage of Revenue from Operations for current year minus Revenue from Operations for previous year divided by Revenue from Operations for previous year multiplied by 100. (3) Gross Profit is calculated as Revenue From Operation minus COGS; COGS is calculated as Cost of Materials Consumed plus Changes In Inventories of Finished Goods for the relevant period / year. (4) Gross Profit % is calculated as Gross Profit divided by Revenue from Operations. (5) EBITDA is calculated as Profit / (Loss) before Exceptional and Extraordinary items and Tax plus Finance Cost, Depreciation and Amortisation minus Other Income. (6) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations. (7) PAT is Restated Profit for the year, net of tax as per Restated Consolidated Financial Statements. (8) PAT Margin is calculated as Restated Profit for the year, net of tax divided by Total Income. (9) Return on Capital Employed (ROCE) % is calculated as Earnings before Interest and Taxes (‘EBIT’) divided by Capital Employed; EBIT is calculated as EBITDA minus Depreciation and Amortization; Capital Employed is calculated as Total Equity minus Intangible Assets plus Long Term and Short Term Borrowings and Deferred Tax Liability. 391(10) Return on Equity (ROE) % is calculated as Restated Profit for the year, net of tax divided by Average Shareholder’s Equity; Average Shareholder’s Equity is calculated as Total Equity as of the current year / period plus Total Equity as of the previous year / period divided by 2. (11) Net Tangible Fixed Asset Turnover is calculated as Revenue from Operations divided by Property, Plant and Equipment for the relevant period / year. (12) Working Capital Days is calculated as Inventory Turnover Days plus Trade Receivable Days minus Trade Payable Days. Inventory Days is calculated as Average Inventories divided by Cost of Goods Sold multiplied by number of days for the period / year. Trade Receivables Days is calculated as Average Trade Receivables divided by Revenue from Operations multiplied by number of days in the period / year. Trade Payables Days is calculated as Average Trade Payables divided by Purchases and Incidental Expenses multiplied by number of days in the period / year SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION The paragraphs below discuss certain factors that have had, and we expect will continue to have, a significant effect on our financial condition and results of operations. 1. Global and domestic demand for our products Our Company is a global defence electronics OEM with a global first approach. We have a diverse range of clientele spanning across both domestic and international markets. Our products have been sold globally to customers in EU, US and Israel enabling adoption in India through a global first approach, underscoring their acceptance in some of the world’s most advanced defence markets as per the F&S Report. In the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, in addition to supply within India, we supplied our products to overseas customers in countries including Armenia, Romania, Slovenia, USA, Morocco, South Korea, UAE and the Philippines. Our global customer base spans Armenia, Romania, Slovenia, USA, Morocco, South Korea, UAE and the Philippines. As of June 30, 2025, we have deployed over 20,000 tactical systems and served customers across 24 countries. This extensive global deployment demonstrates that our technology is both battle- tested and globally trusted. As per the F&S report, our Company leads in export performance, with 65.52% of FY 2025 revenue from overseas markets, which positions our Company as the supplier with the highest % of revenue from exports among the listed defence peers in FY25. We design and manufacture strategic defence electronic systems that are free of ITAR restrictions, positioning us among the few global defence OEMs capable of supplying advanced technologies without geopolitical export limitations. Our full EO/IR portfolio is entirely free from ITAR, enabling it to serve non-aligned and export sensitive markets more flexibly, as we design and develop our products within India, making us one of the few global OEMs capable of supplying cutting-edge technologies without geopolitical export limitations. The table below sets forth details of the customers served outside India and revenue generated from such customers in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: Particulars For the three months ended For the year ended March 31, June 30, 2025 2025 2024 2023 Revenue from customers located outside 44.89 3,073.38 2,081.46 180.64 India (₹ million) Revenue from customers located outside 6.54 65.52 48.61 18.66 India as a percentage of the revenue from operations (%) As put forth above, our approach so far has been focused on building these critical references outside India, even if it meant securing smaller initial orders or technology demonstrations. If we are unable to realise revenue from our international market despite our global footprint, our reputation and business may be adversely affected. We are also exposed to fluctuations in the performance of the defence electronics sector, in the aforementioned geographies, The defence electronics sector may perform differently in India and be subject to market and regulatory developments that are dissimilar to the markets in other parts of the world. Further, as other countries prioritize domestic defense production through mandates for domestic suppliers and offset obligations, the appetite for imported solutions may shrink or require deeper local partnerships. Simultaneously, domestic defense and paramilitary procurements in India, while growing, often involve highly price-sensitive bidding and lower margins. A shift in revenue mix away from exports towards Indian orders, particularly under increased domestic procurement mandates, could result in margin compression and impact our overall profitability profile. 392As per the F&S Report, in recent years, geopolitical instability, such as border conflicts, rising regional tensions, and emerging non-state threats, has led to accelerated procurement through emergency purchase mechanisms and fast-track acquisitions. These mechanisms are designed to address immediate operational needs, leading to sudden spikes in demand for defence electronics. While this has created short-term demand spikes, such procurement cycles are episodic and may not be sustained if geopolitical tensions subside or governments revert to conventional, multi-year acquisition programs. The episodic nature of emergency procurement leads to fluctuations in order volumes and revenue, making it difficult for companies to forecast and plan long-term investments or resource allocation. Consequently, revenue visibility can be inconsistent, and conversion of opportunities from the broader Total Addressable Market (“TAM”) and Serviceable Addressable Market (“SAM”) often remains a prolonged, resource-intensive process in the absence of conflict-driven urgency. 2. Cost and Availability of Critical Components The majority of our expense is attributed to the cost of materials consumed. For the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, our cost of materials consumed was ₹ 190.96 million, ₹ 2,153.09 million, ₹ 2,132.75 million and ₹ 707.87 million which constitutes 30.31%, 57.52%, 63.30%, and 74.06%, of our total expenses, respectively. Our critical components for manufacturing our products include uncooled and cooled infrared focal plane arrays, OLED micro displays, high-performance optics, and specialized coatings. We typically procure such materials through purchase orders and do not enter into any long-term agreements with our suppliers. We are thus exposed to fluctuations in availability and prices of our raw materials and we may not be able to effectively pass on all increases in cost of raw materials to our customers, which may affect our margins and results of operations. The price of our raw materials may fluctuate due to several reasons including market fluctuations, currency fluctuations, production and transportation costs and changes in domestic and international trade policies. Any inability on our part to procure sufficient quantities of raw materials and on commercially acceptable terms, could lead to a change in our manufacturing and sales volumes. 3. Design and Development of our Proprietary technologies Our core strength lies in complete ownership of a large portfolio of unrestricted intellectual property with respect to infrared imaging, night vision, computer vision and deep learning, precision stabilization, autonomous fire control, directed energy, option communications, high altitude surveillance, missile seekers etc. We focus on design, creation and ownership of intellectual property. As per the F&S Report, our Company is one of few companies in India with no dependence on external technology partners as it owns 100% of its intellectual property, from optics to embedded software and electronics including critical subsystems for sighting systems, including proprietary video engines, AI-accelerated image processing, and sub-5 µrad multi-axis gimbal stabilization. This in-house development and control over our proprietary technologies—ranging from advanced sensors and AI algorithms to high-power microwave systems, enables rapid innovation, seamless integration into next-generation platforms, and full control over our technology roadmap. As of the date of this Draft Red Herring Prospectus, our Company has five patents and has applied for four patents. These five patents were assigned to us by CEAQ Singapore, which also transferred a trademark and multiple design rights, including those for multi-sensor imaging and real-time analytics. The transfer of the trademark, one application for registration of a new trademark under Class 9 and registration of the patents are pending approval with the Registrar of Trademarks and Indian Patent Office, respectively. For further details on our IP portfolio, see “Our Business – Intellectual Property Rights” and “Government and Other Approvals – Intellectual Property” on pages 261 and 428. Our ongoing investment in R&D has been central to our growth, enabling us to develop cutting-edge technologies such as micro-scanned optics, thermal stereo vision, and high-accuracy pointing systems. Notable projects include advanced EO/IR gimbals, multi-spectral seekers, and robust free-space optical communication systems for defense applications. However, our future success depends on safeguarding our proprietary information; any leakage or unauthorized use could erode our competitive advantage and adversely impact our business. Additionally, the need to continually invest in new technologies and adapt to industry changes may result in significant costs that could affect our profitability. 4. Highly regulated industry We operate in an industry which is highly regulated and our operations, including manufacturing are subject to stringent laws and regulations. We are required to obtain and maintain certain statutory and regulatory licences, registrations, permits and approvals under central, state and local government rules in India, generally for carrying out our business, like industrial licenses, environmental licenses etc. 393The Government has introduced numerous policies under the ‘Make in India’ initiative and the ‘Atmanirbhar’ vision, introducing reforms to promote the indigenous design, development and manufacturing of defence equipment in the country, thereby reducing reliance on defence imports. The Ministry of Defence has introduced the SRIJAN portal to drive indigenization within the defence sector and over 30,000 previously imported items have been listed on the portal, inviting Indian manufacturers to participate in their production. The Ministry of Defence has set a target of achieving 70% self-reliance in weaponry by 2027, opening up substantial opportunities for industry stakeholders. While the Government has implemented significant reforms in the defence sector, with a strong commitment to minimizing foreign dependence and building a robust domestic defence manufacturing base, in order to sell/export some of our products, our products must be approved by government agencies like the Department for Promotion of Industry and Internal Trade (“DPIIT”) and Department of Defence Production, Ministry of Defence, or Directorate General of Foreign Trade in India and by the government agencies in the countries in which we do business. If there is any failure by us to comply with the applicable regulations or if the regulations governing our business are amended, it may reduce our revenue, increase costs, adversely affect our business, financial condition and results of operations. For instance, in order to sell our products in foreign jurisdictions, we are required to obtain export authorisations from the Directorate General of Foreign Trade (“DGFT”) as our products fall under the list of Special Chemicals, Organisms, Materials, Equipment, and Technologies (“SCOMET”). The export of SCOMET are permitted only if authorised by DGFT. There is no guarantee that in future we would always receive export authorisation to sell our products in other foreign jurisdictions which may impact our business, financial condition, cash flows and results of operations. For details with respect to the risks associated with failure to comply with stringent regulations, see “Risk Factors - We operate in an industry which is highly regulated and are subject to stringent government regulations. If we fail to comply with the applicable regulations and rules prescribed by the Government of India and the relevant statutory or regulatory bodies or fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required for our business, our results of operations and cash flows may be adversely affected.” Further, under India’s Defence Acquisition Procedure 2020 (“DAP 2020”), our Company’s supplies are categorised as “Indigenously-Designed, Developed and Manufactured” (“IDDM”) and must comply with the IDDM cap, which limits the permissible foreign or non-indigenous content in the final product to a maximum of 50% of the overall contract value. Further, in order to supply as an IDDM under DAP 2020, our Company must be owned and controlled by resident Indian citizens. Once a vendor elects—or is mandated—to bid under this category, it becomes legally bound to demonstrate, at every stipulated milestone, that at least half of the ex-factory cost originates from Indian design, development, production or value-addition, supported by detailed cost sheets, certification from statutory auditors, and audit rights in favour of the Ministry of Defence. Failure to adhere to the cap not only exposes the vendor to disqualification, liquidated damages, and forfeiture of performance guarantees under the Defence Procurement Contract but may also trigger blacklisting and debarment under the MoD’s Guidelines on Penalties and Debarment, thereby materially affecting the vendor’s eligibility for future government procurements. We are pursuing certain programmes under IDDM and thus are subject to the adverse impacts of failure to adhere to its cap and any change in such caps. For further details with respect to risks associated with changing laws, see “Risk Factors - Changing laws, rules and regulations in India could lead to new compliance requirements that are uncertain.” SIGNIFICANT ACCOUNTING POLICIES a. Basis of Preparation of the Restated Consolidated Financial Statements 1.1 Basis of Preparation and Presentation The Financial Statements have been prepared on the historical cost basis except for the following assets and liabilities which have been measured at fair value amount 1 Certain Financial Assets and Liabilities (including derivative instruments, if any), and 2 Defined Benefit Plans - Plan Assets The financial statements of the Group have been prepared to comply with the Indian Accounting standards ('Ind AS'), including the rules notified under the relevant provisions of the Companies Act, 2013. Up to the year ended March 31, 2023, the Company has prepared its financial statements in accordance with the requirement of Indian Generally Accepted Accounting Principles (GAAP), which includes Standards notified 394under the Companies (Accounting Standards) Rules, 2006 and considered as "Previous GAAP The Group's Financial Statements are presented in Indian Rupees, in Millions, which is also its functional currency. Standards notified but not yet effective There are no new standards that are notified, but not yet effective, upto the date of issuance of the Financial Statements. 1.2 Basis of Consolidation The Restated Summary Statements comprise of the financial statements of the Company and its subsidiaries. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has: - Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee) - Exposure, or rights, to variable returns from its involvement with the investee, and - the ability to use its power over the investee to affect its returns Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including: - The contractual arrangement with the other vote holders of the investee - Rights arising from other contractual arrangements - The Group’s voting rights and potential voting rights - The size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders 1.3 Basis of Consolidation (continued) The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the restated summary statements from the date the Group gains control until the date the Group ceases to control the subsidiary. The restated summary statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the restated summary statements for like transactions and events in similar circumstances, appropriate adjustments are made to the restated summary statements in preparing the restated summary statements to ensure conformity with the Group’s accounting policies. Consolidation procedure: (a) The restated summary statements have been prepared using the principles of consolidation as per Ind AS 110 – Consolidated financial statements, to the extent applicable. (b) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the Ind AS restated summary statements at the acquisition date. (c) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. 395(d) Eliminate in full Intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group (profits or losses resulting from Intra-Group transactions that are recognised in assets, such as inventory and property, plant and equipment are eliminated in full). Intra-Group losses may indicate an impairment that requires recognition in the Ind AS restated summary statements. Ind AS 12 Income Taxes applies to temporary differences that arise from the elimination of Profit and Loss resulting from Intra-Group transactions. (e) Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the equity attributable to shareholders of the Company. The interest of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the summary statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All Intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: - Derecognises the assets (including goodwill) and liabilities of the subsidiary - Derecognises the carrying amount of any non-controlling interests - Derecognises the cumulative translation differences recorded in equity - Recognises the fair value of the consideration received - Recognises the fair value of any investment retained - Recognises any surplus or deficit in profit or loss - Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities. (a) Fair Value Measurement Some of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non- financial assets and liabilities. The Group has an established control framework with respect to the measurement of fair values. This includes a financial reporting team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. The financial reporting team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as pricing services, is used to measure fair values, then the financial reporting team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows. Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (ie. as prices) or indirectly (ie. derived from prices) Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs) 396When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible if the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. (b) Current and Non-Current Classification An asset is classified as current if: i. It is expected to be realized or sold or consumed in the Group's normal operating cycle; ii. It is held primarily for the purpose of trading; iii. It is expected to be realized within twelve months after the reporting period; or It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. A liability is classified as current if: (a) It is expected to be settled in normal operating cycle; (b) It is held primarily for the purpose of trading; (c) It is expected to be settled within twelve months after the reporting period; (d) It has no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time between acquisition of assets for processing / trading / assembling and their realization in cash and cash equivalents. The Group has identified twelve months as its operating cycle. (c) Property, Plant and Equipment a) Tangible Assets Property, Plant and Equipment are stated at cost, net of recoverable taxes, trade discounts and rebates less accumulated depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and any cost directly attributable to bringing the assets to its working condition for its intended use, net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the assets. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Subsequent costs relating to day-to-day servicing of the item are not recognised in the carrying amount of an item of property, plant and equipment; rather, these costs are recognised in profit or loss as incurred. Property, Plant and Equipment which are significant to the total cost of that item of Property, Plant and Equipment and having different useful life are accounted separately. Other Indirect Expenses incurred relating to project, net of income earned during the project development stage prior to its intended use, are considered as pre-operative expenses and disclosed under Capital Work in Progress. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. 397Depreciation methods, estimated useful lives and residual value Depreciation is recognized so as to write off the cost of assets less their residual values over their useful lives as prescribed under Part C of Schedule Il of the Companies Act 2013, using the straight-line method, except in respect of leasehold improvement for which the Group has estimated the useful life of Ten years based on the initial lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Depreciation for assets purchased / sold during a period is proportionately charged for the period of use. * The useful life has been assessed based on technical evaluation, taking into account the nature of the asset and the estimated usage basis management's best judgement of economic benefits from those classes of assets The residual values, useful lives and methods of depreciation of Property, Plant and Equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Derecognition An intangible asset is derecognized on disposal, or when no future economic benefits are expected from continued use of intangible asset. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in statement of profit and loss when the asset is de- recognized. Gains or losses arising from derecognition of a Property, Plant and Equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised. b) Capital Work-in-Progress and Capital Advances Cost of Property, Plant and Equipment not ready for intended use, as on the balance sheet date, is shown as a "Capital Work-in- Progress". The Capital Work-in-Progress is stated at cost. Any expenditure in relation to survey and investigation of the properties is carried as Capital Work-in-Progress. Such expenditure is either capitalized as cost of the projects on completion of construction project or the same is expensed in the period in which it is decided to abandon such project. Any advance given towards acquisition of Property, Plants and Equipment outstanding at each balance sheet date is disclosed as "Other Non-Current Assets" c) Intangible Assets Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade discount and rebates less accumulated amortisation/depletion and impairment losses, if any. Such cost includes purchase price, borrowing costs, and any cost directly attributable to bringing the asset to its working condition for the intended use, net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the Intangible Assets. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Cost of intangible assets under development as at the reporting date are disclosed as intangible assets under development. Amortization The amortization expenses on Intangible assets with the finite lives are recognized in the Statement of Profit and Loss. The Group's intangible assets comprises assets with finite useful life which are amortised on a straight-line basis over the period of their expected useful life as tabulated below: The amortization period and the amortization method for an intangible asset with finite useful life is reviewed at each financial year end and adjusted prospectively, if appropriate. Derecognition 398An intangible asset is derecognized on disposal, or when no future economic benefits are expected from continued use of intangible asset. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in statement of profit and loss when the asset is de- recognized. (d) Impairment of Non-Financial Assets - Property, Plant and Equipment and Intangible Assets The Group assesses at each reporting date as to whether there is any indication that any Property, Plant and Equipment and Intengible Assets or group of Assets, called Cash Generating Units (CGU) may be impaired. if any such indication exists, the recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset's carrying amount exceeds its recoverable amount. The recoverable amount is higher of an asset's fair value less cost of disposal and value in use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the assets An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized directly in other comprehensive income and presented within equity. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount There are no losses from impairment of assets to be recognized in the financial statements. (e) Inventories Inventories comprise of Raw Materials and Finished Goods are stated at the lower of cost or net realizable value. Cost of inventory comprises all costs of purchase including duties and taxes, freight inwards and other expenditure directly attributable to acquisition and to bring the inventories to its present location and condition. Cost of finished goods include cost of materials consumed and cost of conversion. Cost of raw materials is determined on FIFO basis. Net realizable value represents the estimated selling price for inventories less estimated cost necessary to make the sale. (f) Cash and cash equivalents Cash and cash equivalents in the Restated Consolidated Statement of Assets and Liabilities comprise of cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. (g) Share Capital Equity share capital represents the amount received from shareholders towards subscribed capital, net of share issue expenses (if any). Any premium received over and above the face value of shares is classified under securities premium reserve. The Company is a private limited company and its shares are not publicly traded. (h) Leases The Group assesses at contract inception whether a contract is, or contains, a lease i.e., if the contract conveys the right to control the use of an identified asset for a period in exchange of consideration. (i) The Group as a Lessee 399The Group, as a lessee, recognises a right-of-use asset and a lease liability for its leasing arrangements, if the contract conveys the right to control the use of an identified asset. The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Group has substantially all of the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the right-of-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, it any, and adjusted for any remeasurement of the ease llability. The right-of-use assets are depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The Group measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, if that rate cannot be readily determined, the Group uses incremental borrowing rate (ii) The Group as a Lessor Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. For operating leases, rental income is recognized on a straight-line basis over the term of the relevant lease. (i) Borrowing Costs Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred. (j) Employee Benefits (a) Short Term Employee Benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services. (b) Post-Employment Benefits (a) Defined Contribution Plans The group recognises contribution payable to the provident fund scheme as an expense, when an employee renders the related service, if the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset to the extent that the pre- payment will lead to a reduction in future payment or a cash refund. (b) Defined Benefit Plans (a) Gratuity Scheme: The group pays gratuity to the employees who have completed five years of service with the group at the time of resignation/superannuation. The gratuity is paid @ 15 days basic salary and cearness allowances for every completed year of service as per the Payment of Gratuity Act, 1972. The 400lability in respect of gratuity and other post-employment benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees' services. Remeasurement gains and losses arising from adjustments and changes in actuarial assumptions are recognised in the period in which they occur in Other Comprehensive Income. (c) Other Long Term Employee Benefits Entitlement to annual leave is recognized when they accrue to employees. (k) Taxation Income tax expense represents the sum of the tax currently payable and deferred tax (a) Current tax Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the provisions of Income Tax Act, 1961. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. (b) Deferred Tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are recognised and carried forward only if it is probable that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted as on the balance sheet date. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax. Current and deferred tax for the year Current and deferred tax is recognised in statement of profit and loss, except to the extent that it relates to items recognised in Other comprehensive income. In this case, the tax is also recognised in Other comprehensive income. (l) Provisions, Contingent Liabilities and Contingent Assets Provisions are recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre tax rates that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. Contingent liabilities are not recognized in the Ind AS Financial Statements but are disclosed in notes. Contingent asset is neither recognized nor disclosed in the Ind AS Financial Statements. (m) Revenue Recognition Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration entitled in exchange for those goods or services. The Group has generally typically controls the goods or services before transferring them to the customer. Generally, control is transferred upon shipment of goods to the customer or when the goods is made available to the customer, provided transfer of title to the customer occurs and the group has not retained any significant risks of ownership or future obligations with respect to the goods shipped. Revenue from rendering of services is recognised on when the services are rendered and related cost are incurred 401over time by measuring the progress towards complete satisfaction of performance obligations at the reporting period. Revenue is measured at the amount of consideration which the Group expects to be entitled to in exchange for transferring distinct goods or services to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the government) Consideration is generally due upon satisfaction of performance obligations and a receivable is recognised when it becomes unconditional Export Incentives Export incentive revenues are recognized when the right to receive the credit is established and there is no significant uncertainty regarding the ultimate collection. Interest Income Interest Income from a Financial Asset is recognised using effective interest rate method. Dividend Income Dividend Income is recognised when the Group's right to receive the amount has been established. Surplus / (Loss) on disposal of Property, Plant and Equipment / Investment Surplus or loss on disposal of property, plant and equipment or investment is recorded on transfers of title from the Group, and is determined as the difference between the sale price and carrying value of the property, plant and equipment or investment and other incidental expenses. Rental Income Rental income arising from operating lease on investments properties is accounted for on a straight-line basis over the lease term except the case where the incremental lease reflects inflationary effect and rental income is accounted in such case by actual rent for the period. Insurance Claim Claim receivable on account of insurance is accounted for to the extent the Group is reasonably certain of their ultimate collection. Other Income Revenue from other income is recognized when the payment of that related income is received or credited. (n) Foreign Currency Transactions and Translation Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in the Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets which are capitalized as cost of assets. Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates on the date when the fair value was measured. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e, translation differences on items whose fair value gain or loss is recognised in Other Comprehensive Income or the Statement of Profit and Loss are also recognised in Other Comprehensive Income or Statement of Profit and Loss, respectively). (o) Government Grants and Subsidies Grants in the nature of subsidies which are non-refundable are recognized as income where there is reasonable 402assurance that the group will comply with all the necessary conditions attached to them. Income from grants is recognized on a systematic basis over periods in which the related costs that are intended to be compensated by such grants are recognized Refundable government grants are accounted in accordance with the recognition and measurement principle of Ind AS 109, "Financial Instruments". It is recognized as income when there is a reasonable assurance that the group will comply with all necessary conditions attached to the grants. Income from such benefit is recognized on a systematic basis over the period of the grants during which the group recognizes interest expense corresponding to such grants. (p) Financial Instruments Financial Assets (A) Initial Recognition and Measurement All Financial Assets are initially recognised at fair value. Transaction costs that are directly attributable to the acquisition or issue of Financial Assets, which are not at Fair Value through Profit and Loss, are adjusted to the fair value on initial recognition. Purchase and sale of Financial Assets are recognised using trade date accounting. (B) Subsequent Measurement • Financial Assets measured at Amortised Cost (AC) A Financial Asset is measured at Amortised Cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the Financial Asset give rise to cash flows on specified dates that represent solely payments of principal and interest on the principal amount outstanding. • Financial Assets measured at Fair Value Through Other Comprehensive Income (FVTOCI) A Financial Asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling Financial Assets and the contractual terms of the Financial Asset give rise on specified dates to cash flows that represents solely payments of principal and interest on the principal amount outstanding. • Financial Assets measured at Fair Value Through Profit or Loss (FVTPL) A Financial Asset which is not classified in any of the above categories is measured at FVTPL. Financial assets are reclassified subsequent to their recognition, if the Group changes its business model for managing those financial assets. Changes in business model are made and applied prospectively from the reclassification date which is the first day of immediately next reporting period following the changes in business niodel in accordance with principles laid down under Ind AS 109-Financial instruments. (C) Investments Investments are classified into Current or Non-Current Investments. Investments that are readily realizable and intended to be held for not more than a year from the date of acquisition are classified as Current Investments. All other Investments are classified as Non-Current Investments. However, that part of Non- Current Investments which are expected to be realized within twelve months from the Balance Sheet date is also presented under "Current Investments" under "Current portion of Non-Current Investments" in consonance with Current/Non-Current classification of Schedule-l of the Act. All the equity investments which are covered under the scope of Ind AS 109, 'Financial Instruments" are measured at fair value. Investment in mutual funds is measured at fair value through profit and loss (FVTPL). Trading Instruments are measured at fair value through profit and loss (FVTPL) (D) Investment in Subsidiaries, Associates and Joint Ventures The Company has accounted for its investments in Subsidiaries, associates and joint ventures at cost less impairment loss (if any). 403NON-GAAP MEASURES Gross Profit, Gross Profit Margin (%), EBITDA, EBITDA Margin (%), PAT Margin (%), Return on Equity (%), Return on Capital employed (%), Net Tangible Fixed Asset Turnover and Working Capital Days (together, “Non- GAAP Measures”), presented in this Draft Red Herring Prospectus are a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS. Further, these Non- GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS. In addition, these Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. Reconciliation of Non-GAAP Measures Reconciliation of various Non-GAAP measures included in this Draft Red Herring Prospectus are given below: Reconciliation of Restated Profit for the Year to EBITDA and EBITDA Margin The table below reconciles restated profit for the year to EBITDA. Particulars For the three Fiscal months ended June 30, 2025 2025 2024 2023 (₹ million, unless otherwise stated) Profit before exceptional items (I) 76.91 1,000.44 949.55 32.74 Other income (II) 20.11 53.10 37.07 20.29 Finance costs (III) 21.47 177.42 76.81 73.89 Depreciation and amortization expense (IV) 71.42 265.91 133.95 15.91 EBITDA (V = I-II+III+IV) 149.69 1,390.67 1,123.24 102.24 Revenue from operations (VII) 686.77 4,690.80 4,281.89 968.28 EBITDA Margin (%) (VIII) = (VI/VII) 21.80 29.65 26.23 10.56 Reconciliation for Restated Profit for the Year to Profit After Tax Margin (PAT Margin) The table below reconciles restated profit for the year to PAT Margin: Particulars For the three Fiscal months ended June 30, 2025 2025 2024 2023 (₹ million, unless otherwise stated) Restated profit for the year (I) 54.31 727.60 685.43 11.81 Total Income (II) 706.87 4743.90 4318.96 988.57 PAT Margin (%) (III = I/II) 7.68 15.34 15.87 1.19 Reconciliation for Total Borrowings to Net Debt and Net Debt to EBITDA The table below reconciles total borrowings to Net Debt and Net Debt to EBITDA. 404Particulars For the three Fiscal months ended June 30, 2025 2025 2024 2023 (₹ million, unless otherwise stated) Non-current borrowings (I) - - 152.72 27.18 Current borrowings (II) 596.09 781.35 810.86 383.01 Cash and cash equivalents (III) 382.51 1,009.71 856.74 247.38 Bank Balances (IV) 161.92 9.52 299.99 149.62 Net Debt (V = (I + II) – (III + IV)) 51.67 (237.88) (193.15) 13.19 EBITDA (VI) 149.69 1,390.67 1,123.24 102.24 Net Debt to EBITDA (in times) (VII) = (V/VI) 0.35 (0.17) (0.17) 0.13 Reconciliation of Total Equity to Return on Equity The table below reconciles total equity to return on equity. Particulars For the three Fiscal months ended June 30, 2025 2025 2024 2023 (₹ million, unless otherwise stated) Average Shareholders’ Fund (I) 4,945.68 3,601.35 1,300.24 293.66 Restated profit for the year (II) 54.31 727.60 685.43 11.81 Return on Equity (%) (III) = (II/I) 1.10* 20.20 52.72 4.02 *Not annualised for the period ended June 30, 2025. Reconciliation of Total Equity to Capital Employed, Restated Profit for the Year to EBIT and Return on Capital Employed The table below reconciles total equity to capital employed. Particulars For the three Fiscal months ended June 30, 2025 2025 2024 2023 (₹ million, unless otherwise stated) EBITDA (I) 149.69 1,390.67 1,123.24 102.24 Depreciation (II) 71.42 265.91 133.95 15.91 EBIT (III) 78.27 1,124.75 989.28 86.34 Capital Employed (IV) 4,083.42 4,111.28 1,459.96 602.35 Return on Capital Employed (%) (IX = 1.92* 27.36 67.76 14.33 IV/III) *Not annualised for the period ended June 30, 2025. Reconciliation of Revenue from Operations to Net Fixed Assets Turnover Ratio The table below reconciles revenue from operations to net fixed assets turnover ratio. Particulars For the three Fiscal months ended June 30, 2025 2025 2024 2023 (₹ million, unless otherwise stated) Turnover (I) 686.77 4,690.80 4,281.89 968.28 Net Tangible Fixed Assets (II) 246.98 244.85 47.86 31.06 Net Tangible Fixed Assets Turnover Ratio (in 2.78* 19.16 89.47 31.18 times) (III = I/II) *Not annualised for the period ended June 30, 2025. Reconciliation of Net Worth to Net Asset Value per Equity Share The table below reconciles Net Worth to net asset value per Equity Share. 405Particulars For the three Fiscal months ended June 30, 2025 2025 2024 2023 (₹ million, unless otherwise stated) Net Worth (I) (₹ million) 4,989.97 4,901.39 2301.31 299.17 Number of Equity Shares at the end of the year 57,282,100 57,282,100 50,282,100 39,019,200 (II)^ Net Asset Value per equity share* (III) = (I/II) 87.11 85.57 45.77 7.67 (₹ per share) ^Number of Equity Shares considered after taking into account CCPS. *Net Asset Value per Equity Share has been adjusted for the effect of bonus issue, share split and share buy back. PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE The principal components of our income and expenditure are as follows: Income Our income comprise revenue from operations and other income. Revenue from operations Revenue from operations comprises revenue from sale of products, i.e., export sales, domestic sales and other operating revenues. Other Income Other income comprises: (i) interest earned; (ii) rental income; (iii) profit on sale of asset; (iv) gain on settlement of liabilities; (v) finance income – Ind AS impact; and (vi) miscellaneous income (sale of scrips). Expenses Total expenses comprise: (i) cost of materials consumed; (ii) changes in inventories of finished goods; (iii) employee benefits expenses; (iv) finance costs; (v) depreciation and amortisation expenses; and (vi) other expenses. Cost of materials consumed Cost of materials consumed comprise the sum of opening stock of raw materials for the year, purchases and incidental expenses during the year (net of returns, claims/discount, if any), less closing stock of raw materials for the year. Changes in inventories of finished goods Changes in inventories of finished goods consists of net increases or decreases in inventories of finished goods. Employee benefits expense Employee benefits expense comprises (i) salaries and bonus; (ii) gratuity; (iii) leave encashment; (iv) contribution to provident and other funds; (v) insurance; (vi) staff welfare expenses; and (vii) expense on ESOP. Finance cost Finance cost comprises: (i) financing charges to banks, i.e., (a) interest expenses and (b) bank charges; and (ii) financing charges to others. Depreciation and amortization expense Depreciation and amortization expense comprises: (i) depreciation on property, plant and equipment; (ii) depreciation on right of use asset; and (iii) amortisation of intangible assets. 406Other expenses Other expenses primarily include: (i) debtors written off; (ii) sales and marketing expenses; (iii) technical support services; (iv) travel and conveyance; (v) provision for warranty; (vi) legal and professional fees; (vii) freight; (viii) royalty fees/technical know-how; (ix) repairs and maintenance of buildings and others; (x) corporate social responsibility; and (xi) miscellaneous expenses. Exceptional items Exceptional items comprises cost of equity raise RESULTS OF OPERATIONS The following table sets forth certain information with respect to our results of operations on a consolidated basis for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023: Particulars For the three months For the years ended March 31, ended June 30, 2025 2025 2024 2023 Amount Percenta Amount Percentag Amount Percentag Amount Percentag (₹ ge of (₹ million) e of Total (₹ million) e of Total (₹ million) e of Total million) Total Income Income Income Income (%) (%) (%) (%) Revenue 686.77 97.16 4,690.80 98.88 4,281.89 99.14 968.28 97.95 from operation s Other 20.11 2.84 53.10 1.12 37.07 0.86 20.29 2.05 income Total 706.87 100.00 4,743.90 100.00 4,318.96 100.00 988.57 100.00 Income Cost of 190.96 27.01 2,153.09 45.39 2,132.75 49.38 707.87 71.61 materials consumed Changes 155.78 22.04 (106.98) (2.26) 66.55 1.54 (119.80) (12.12) in inventorie s of finished goods Employee 119.60 16.92 444.35 9.37 130.55 3.02 52.19 5.28 benefits expenses Finance 21.47 3.04 177.42 3.74 76.81 1.78 73.89 7.47 costs Depreciat 71.42 10.10 265.91 5.61 133.95 3.10 15.91 1.61 ion and amortisati on expenses Other 70.74 10.01 809.67 17.07 828.80 19.19 225.79 22.84 expenses Total 629.96 89.12 3,743.46 78.91 3,369.41 78.01 955.83 96.69 expenses Profit/(Lo 76.91 10.88 1,000.44 21.09 949.55 21.99 32.74 3.31 ss) before exception al and extraordin ary items and tax Exception NIL NIL 7.76 0.16 4.05 0.09 19.07 1.93 al items 407Particulars For the three months For the years ended March 31, ended June 30, 2025 2025 2024 2023 Amount Percenta Amount Percentag Amount Percentag Amount Percentag (₹ ge of (₹ million) e of Total (₹ million) e of Total (₹ million) e of Total million) Total Income Income Income Income (%) (%) (%) (%) Profit 76.91 10.88 992.68 20.93 945.50 21.89 13.67 1.38 before tax Tax expense Current 8.80 1.24 218.50 4.61 211.50 4.90 2.27 0.23 tax MAT NIL NIL - 0.00 15.02 0.35 (1.98) (0.20) credit Deferred 13.80 1.95 46.58 0.98 33.55 0.78 1.57 0.16 tax Profit for 54.31 7.68 727.60 15.34 685.43 15.87 11.81 1.19 the year (net of tax) THREE MONTHS ENDED JUNE 30, 2025 Total Income Total income for the three months ended June 30, 2025 was ₹ 706.87 million. Revenue from Operations Revenue from operations for the three months ended June 30, 2025 was ₹ 686.77 million. Other Income Other income for the three months ended June 30, 2025 was ₹ 20.11 million. Expenses Total expenses for the three months ended June 30, 2025 was ₹ 629.96 million Cost of materials consumed Cost of materials consumed for the three months ended June 30, 2025 was ₹ 190.96 million. Changes in inventories of finished goods Changes in inventories of finished goods for the three months ended June 30, 2025 was ₹ 155.78 million. Employee Benefits Expense Employee benefits expense for the three months ended June 30, 2025 was ₹ 119.60 million. Finance Cost Finance cost for the three months ended June 30, 2025 was ₹ 21.47 million. Depreciation and Amortisation Expense Depreciation and amortisation expense for the three months ended June 30, 2025 was ₹ 71.42 million. Other Expenses Other expenses for the three months ended June 30, 2025 was ₹ 70.74 million. 408Profit before tax Our profit before tax for the three months ended June 30, 2025 was ₹ 76.91 million. Tax Expense Current tax for the three months ended June 30, 2025 was ₹8.80 million, and deferred tax for the three months ended June 30, 2025 was ₹ 13.80 million. As a result, total tax expense for the three months ended June 30, 2025 was ₹ 22.61 million. Restated profit for the period For the reasons discussed above, our profit for the three months ended June 30, 2025 was ₹ 54.31 million. FISCAL 2025 COMPARED TO FISCAL 2024 Total Income Total income increased by 9.84% from ₹ 4,318.96 million in Fiscal 2024 to ₹ 4,743.90 million in Fiscal 2025 primarily on account of an increase in revenue from operations. Revenue from Operations Revenue from operations increased by 9.55% from ₹ 4,281.89 million in Fiscal 2024 to ₹ 4,690.80 million in Fiscal 2025 primarily on account of an increase in revenue from export sales from ₹ 2,081.46 million in Fiscal 2024 to ₹ 3,073.38 million in Fiscal 2025. Other Income Other income increased by 43.24% from ₹ 37.07 million in Fiscal 2024 to ₹ 53.10 million in Fiscal 2025, primarily on account of an increase in interest earned from ₹ 33.39 million in Fiscal 2024 to ₹ 41.30 million in Fiscal 2025, and a gain on settlement of liabilities and miscellaneous income in Fiscal 2025 of ₹ 8.30 million and ₹ 1.06 million, respectively. Expenses Total expenses increased by 11.10% from ₹ 3,369.41 million in Fiscal 2024 to ₹ 3,743.46 million in Fiscal 2025, primarily due to an increase in cost of materials consumed from ₹ 2,132.75 million in Fiscal 2024 to ₹ 2,153.09 million in Fiscal 2025, employee benefits expenses from ₹ 130.55 million in Fiscal 2024 to ₹ 444.35 million in Fiscal 2025, an increase in finance costs from ₹ 76.81 million in Fiscal 2024 to ₹ 177.42 million in Fiscal 2025 and an increase in depreciation and amortisation expenses from ₹ 133.95 million in Fiscal 2024 to ₹ 265.91 million in Fiscal 2025. Cost of materials consumed Cost of materials consumed increased by 0.95% from ₹ 2,132.75 million in Fiscal 2024 to ₹ 2,153.09 million in Fiscal 2025, primarily due to an increase in raw materials consumed on account of increase in business operations. Changes in inventories of finished goods Changes in inventories of finished goods decreased by (260.75)% from ₹ 66.55 million in Fiscal 2024 to ₹ (106.98) million in Fiscal 2025, primarily due to a decrease in opening stock of finished goods from ₹ 120.75 million in Fiscal 2024 to ₹ 54.20 million in Fiscal 2025. Employee Benefits Expense Employee benefits expense increased by 240.36% from ₹ 130.55 million in Fiscal 2024 to ₹ 444.35 million in Fiscal 2025, primarily on account of an increase in staff welfare expenses from ₹ 5.89 million in Fiscal 2024 to ₹ 17.68 million in Fiscal 2025, an increase in contribution to provident and other funds from ₹ 8.09 million in Fiscal 2024 to ₹ 20.67 million in Fiscal 2025 and an increase in salaries and bonus from ₹109.30 million in Fiscal 2024 to ₹ 281.27 million in Fiscal 2025 and an increase in expense on ESOP from ₹ (7.30) million in Fiscal 2024 409to ₹ 102.40 million in Fiscal 2025, due to an increase in the number of employees from 167 in Fiscal 2024 to 258 in Fiscal 2025. Finance Cost Finance cost increased by 130.98% from ₹ 76.81 million in Fiscal 2024 to ₹ 177.42 million in Fiscal 2025 primarily on account of an increase in interest expenses from ₹ 53. 96 million in Fiscal 2024 to ₹ 125.61 million in Fiscal 2025 and increase in financing charges to others from ₹ 16.40 million in Fiscal 2024 to ₹ 42.25 million in Fiscal 2025. Depreciation and Amortisation Expense Depreciation and amortisation expense increased by 98.51% from ₹ 133.95 million in Fiscal 2024 to ₹ 265.91 million in Fiscal 2025, primarily on account of an increase in amortisation of intangible assets ₹ 114.40 million in Fiscal 2024 to ₹ 230.31 million in Fiscal 2025 on account of acquiring our intellectual property rights towards the end of Fiscal 2024 and an increase in depreciation on property, plant and equipment from ₹ 10.05 million in Fiscal 2024 to ₹ 19.08 million in Fiscal 2025. Other Expenses Other expenses decreased by (2.31)% from ₹ 828.80 million in Fiscal 2024 to ₹ 809.67 million in Fiscal 2025, primarily on account of a decrease in; royalty fees and technical know-how from ₹ 105.13 million in Fiscal 2024 to nil in Fiscal 2025 due to the acquisition of all our intellectual property rights towards the end of Fiscal 2024 ; expense on provision for warranty from ₹ 208.20 million in Fiscal 2024 to ₹ 81.49 million in Fiscal 2025; expense of debtors written off from ₹ 218.21 million in Fiscal 2024 to ₹ 190.51 million in Fiscal 2025; technical support services from ₹ 120.26 million in Fiscal 2024 to ₹ 115.63 million in Fiscal 2025. Profit before tax Our profit before tax increased from ₹ 945.50 million in Fiscal 2024 to ₹ 992.68 million in Fiscal 2025 for the reasons discussed above and was offset by the increase in exceptional items from ₹ 4.05 million in Fiscal 2024 to ₹ 7.76 million in Fiscal 2025. Tax Expense Current tax increased from ₹ 211.50 million in Fiscal 2024 to ₹ 218.50 million in Fiscal 2025 due to a corresponding increase in the profit before tax in Fiscal 2025, our MAT credit decreased from ₹ 15.02 million in Fiscal 2024 to nil in Fiscal 2025 and deferred tax increased from ₹ 33.55 million in Fiscal 2024 to ₹ 46.58 million in Fiscal 2025. As a result, total tax expense amounted to ₹ 265.08 million in Fiscal 2025 as compared to ₹ 260.07 million in Fiscal 2024. Restated profit for the year For the reasons discussed above, our profit for the year was ₹ 727.60 million in Fiscal 2025 as compared to ₹ 685.43 million in Fiscal 2024. FISCAL 2024 COMPARED TO FISCAL 2023 Total Income Total income increased by 336.89% from ₹ 988.57 million in Fiscal 2023 to ₹ 4,318.96 million in Fiscal 2024 primarily on account of an increase in revenue from operations. Revenue from Operations Revenue from operations increased by 342.21% from ₹ 968.28 million in Fiscal 2023 to ₹ 4,281.89 million in Fiscal 2024 mainly on account of an increase in revenue from sale of products; export sales from ₹ 180.64 million in Fiscal 2023 to ₹ 2,081.46 million in Fiscal 2024 and domestic sales from ₹ 656.36 million in Fiscal 2023 to ₹ 1,748.62 million in Fiscal 2024. Other Income 410Other income increased by 82.68% from ₹ 20.29 million in Fiscal 2023 to ₹ 37.07 million in Fiscal 2024, primarily on account of an increase in interest earned from ₹ 16.20 million in Fiscal 2023 to ₹ 33.39 million in Fiscal 2024. Expenses Total expenses increased by 252.51% from ₹ 955.83 million in Fiscal 2023 to ₹ 3,369.41 million in Fiscal 2024, primarily due to an increase in cost of materials consumed from ₹ 707.87 million in Fiscal 2023 to ₹ 2,132.75 million in Fiscal 2024, an increase in changes in inventories of finished goods from ₹ (119.80) million in Fiscal 2023 to ₹ 66.55 million in Fiscal 2024 and an increase in employee benefits expense from ₹ 52.19 million in Fiscal 2023 to ₹ 130.55 million in Fiscal 2024. Cost of materials consumed Cost of materials consumed increased by 201.29% from ₹ 707.87 million in Fiscal 2023 to ₹ 2,132.75 million in Fiscal 2024, primarily due to an increase in raw materials consumed on account of increase in business operations. Changes in inventories of finished goods Changes in inventories of finished goods increased by 155.55% from ₹ (119.80) million in Fiscal 2023 to ₹ 66.55 million in Fiscal 2024 primarily on account of an increase in the opening stock of finished goods from ₹ 0.95 million in Fiscal 2023 to ₹ 120.75 million in Fiscal 2024. Employee Benefits Expense Employee benefits expenses increased by 150.15% from ₹ 52.19 million in Fiscal 2023 to ₹ 130.55 million in Fiscal 2024, primarily on account of an increase in salaries and bonus from ₹ 41.00 million in Fiscal 2023 to ₹ 109.30 million in Fiscal 2024 and an increase in staff welfare expenses from ₹ 1.72 million in Fiscal 2023 to ₹ 5.89 million in Fiscal 2024 due to an increase in employees from 63 in Fiscal 2023 to 167 in Fiscal 2024. Finance Cost Finance cost increased by 3.96% from ₹ 73.89 million in Fiscal 2023 to ₹ 76.81 million in Fiscal 2024 primarily on account of an increase in financing charges to others from ₹ 5.19 million in Fiscal 2023 to ₹ 16.40 million in Fiscal 2024. Depreciation and Amortisation Expense Depreciation and amortization expense increased by 742.17% from ₹ 15.91 million in Fiscal 2023 to ₹ 133.95 million in Fiscal 2024, primarily on account of an increase in amortisation of intangible assets from ₹ 2.64 million in Fiscal 2023 to ₹ 114.40 million in Fiscal 2024 on account of acquiring our intellectual property rights towards the end of Fiscal 2024 and an increase in depreciation on property, plant and equipment from ₹ 7.28 million in Fiscal 2023 to ₹ 10.05 million in Fiscal 2024. Other Expenses Other expenses increased by 267.07% from ₹ 225.79 million in Fiscal 2023 to ₹ 828.80 million in Fiscal 2024, primarily on account of an increase in: technical support services from ₹ 50.20 million in Fiscal 2023 to ₹ 120.26 million in Fiscal 2024; expense on provision for warranty from ₹ 56.60 million in Fiscal 2023 to ₹ 208.20 million in Fiscal 2024; royalty fees/technical know-how from ₹ 76.60 million in Fiscal 2023 to ₹ 105.13 million in Fiscal 2024 both due to an increase in revenue from operations in Fiscal 2024; expense of debtors written off from ₹ 4.53 million in Fiscal 2023 to ₹ 218.21 million in Fiscal 2024. Further, we incurred an expense on printing and stationery and recruitment and training of ₹ 2.12 million and ₹ 1.56 million, respectively in Fiscal 2024, which were both nil in Fiscal 2023. Profit before tax Our profit before tax increased from ₹ 13.67 million in Fiscal 2023 to ₹ 945. 50 million in Fiscal 2024 for the reasons discussed above and due to the decrease in exceptional items from ₹ 19.07 million in Fiscal 2023 to ₹ 4.05 million in Fiscal 2024. Tax Expense 411Current tax increased from ₹ 2.27 million in Fiscal 2023 to ₹ 211.50 million in Fiscal 2024 due to a corresponding increase in the profit before tax in Fiscal 2024, MAT credit increased from ₹ (1.98) million in Fiscal 2023 to ₹ 15.02 million in Fiscal 2024 and deferred tax increased from ₹ 1.57 million in Fiscal 2023 to ₹ 33.55 million in Fiscal 2024. As a result, total tax expense amounted to ₹ 260.07 million in Fiscal 2024 as compared to ₹ 1.86 million in Fiscal 2023. Profit for the year For the reasons discussed above, our restated profit for the year was ₹ 685.43 million in Fiscal 2024 as compared to ₹ 11.81 million in Fiscal 2023. LIQUIDITY AND CAPITAL RESOURCES Our primary source of liquidity is cash generated from operations, equity raised, working capital and cash credit facilities from banks. As of June 30, 2025 we had cash and cash equivalents of ₹ 382.51 million and bank balances other than cash and cash equivalents of ₹ 161.92 million. Our financing requirements are primarily for working capital and investments in our business such as capital expenditure. We evaluate our funding requirements periodically in light of our net cash flow from operating activities and the requirements of our business and operations. CASH FLOWS The following table sets forth certain information relating to our cash flows in the years/ periods indicated: Particulars For the three Fiscal months ended June 30, 2025 2025 2024 2023 Net cash from operating activities (A) (239.74) (1,361.18) 783.34 230.55 Net cash from /(used in) investing activities (B) (41.92) (246.89) (1,901.66) (104.47) Net cash from /(used in) financing activities (C) (193.15) 1,470.57 1,878.06 (82.40) Net increase/(decrease) in cash & cash equivalents (474.81) (137.50) 759.73 43.69 (A+B+C) Operating Activities Three months ended June 30, 2025 For the three months ended June 30, 2025, net cash used in operating activities was ₹ 239.74 million. Our net profit before tax was ₹ 76.91 million and adjustments primarily consisted of depreciation and amortisation expense of ₹ 71.42 million and transfer to share options outstanding account for ₹ 36.40 million. Operating profit before working capital changes was ₹ 171.08 million in the three months ended June 30, 2025. The primary adjustments for changes in working capital included decrease in trade receivables of ₹ 427.54 million, decrease in other current liabilities of ₹ 444.60 million, decrease in trade payables of ₹149.06 million and increase in other financial assets (non-current) of ₹ 167.55 million. Cash used in operating activities in the three months ended June 30, 2025 was ₹ 166.51 million. Fiscal 2025 In Fiscal 2025, net cash used in operating activities was ₹ 1,361.18 million. Our net profit before tax was ₹ 992.68 million and adjustments primarily consisted of depreciation and amortisation expense of ₹ 265.91 million, finance cost of ₹ 125.61 million and transfer to share options outstanding account for ₹ 102.40 million. Operating profit before working capital changes was ₹ 1,445.39 million in Fiscal 2025. The primary adjustments for changes in working capital included an increase in other financial assets (non-current) of ₹ 650.89 million, increase in trade receivables of ₹ 1,166.69 million, a decrease in other current assets of ₹ 195.05 million and a decrease in other current liabilities of ₹ 979.97 million. Cash used in operating activities in Fiscal 2025 was ₹ 1,029.02 million and income taxes paid was ₹ 332.17 million. Fiscal 2024 412In Fiscal 2024, net cash used in operating activities was ₹ 783.34 million. Net profit before tax was ₹ 945.50 million and adjustments primarily consisted of depreciation and amortisation expense of ₹ 133.95 million, finance costs of ₹ 53.96 million and interest income of ₹ 33.39. Operating profit before working capital changes was ₹ 1,093.78 million in Fiscal 2024. The primary adjustments for changes in working capital included increase in inventories of ₹ 721.00 million, increase in trade receivables of ₹ 524.83 million, increase in other current assets of ₹ 215.10 million, increase in other current liabilities of ₹ 1,100.45 million and a decrease in trade payables. Cash used in operating activities in Fiscal 2024 was ₹ 837.29 million which was partially offset by income taxes paid of ₹ 53.95 million. Fiscal 2023 In Fiscal 2023, net cash generated by operating activities was ₹ 230.55 million. Net profit before tax was ₹ 13.67 million and adjustments primarily consisted of depreciation and amortisation expense of ₹ 15.91 million, finance costs of ₹ 64.40 million and interest income of ₹ 16.20 million. Operating profit before working capital changes was ₹ 77.55 million in Fiscal 2023. The primary adjustments for changes in working capital included increase in inventories of ₹ 253.14 million, increase in trade receivables of ₹ 236.32 million, increase in trade payables of ₹ 264.28 million and an increase in other current liabilities of ₹ 513.47 million. Cash generated from operating activities in Fiscal 2023 was ₹ 240.08 million which was partially offset by income taxes paid of ₹ 9.53 million. Investing Activities Three months ended June 30, 2025 Net cash used in investing activities was ₹ 41.92 million in the three months ended June 30, 2025, primarily on account of payment for purchase of intangible assets of ₹ 44.92 million. Fiscal 2025 Net cash used in investing activities was ₹ 246.89 million in Fiscal 2025, primarily on account of payments for purchase of property, plant and equipment of ₹ 216.12 million and payments for purchase of intangible assets and capital work in progress of ₹ 50.63 million. Fiscal 2024 Net cash used in investing activities was ₹ 1,901.66 million in Fiscal 2024, primarily on account of payments for purchase of intangible assets and capital work in progress of ₹ 1,845.86 million. Fiscal 2023 Net cash used in investing activities was ₹ 104.47 million in Fiscal 2023, primarily on account of payments for purchase of intangible assets of ₹ 109.98 million, which was partially offset by interest received of ₹ 16.20 million. Financing Activities Three months ended June 30, 2025 Net cash generated from financing activities was ₹ 193.15 million in the three months ended June 30, 2025, primarily on account of repayment of long-term borrowings of ₹ 157.89 million. Fiscal 2025 Net cash generated from financing activities was ₹ 1,470.57 million in Fiscal 2025, primarily on account of issue of Equity Shares of ₹ 1,750.00 million which was partially offset by the repayment of long term borrowings of ₹ 152.72 million and finance cost paid of ₹ 125.61 million. Fiscal 2024 Net cash generated from financing activities was ₹ 1,878.06 million in Fiscal 2024, primarily on account of issue of cumulative Preference Shares of ₹ 1,322.99 million and proceeds from short term borrowings of ₹ 427.84 million. 413Fiscal 2023 Net cash used in financing activities was ₹ 82.40 million in Fiscal 2023, primarily on account of finance cost paid of ₹ 64.40 million and repayment of long term borrowings of ₹ 19.58 million. INDEBTEDNESS As of November 30, 2025, our aggregate indebtedness was ₹2,445.00 million. The interest rates applicable to our funds and non fund based facilities typically range from 7.75% to 8.50%. The tenor of the facilities availed by our Company typically ranges from three months to five years. For further information on our outstanding indebtedness, see “Financial Indebtedness” on page 420. MATURITY PROFILE OF FINANCIAL LIABILITIES The following table detail our financial liabilities into relevant maturity based on their contractual maturities for all non-derivative financial liabilities. The amounts disclosed in the table below are the contractual undiscounted cash flows of financial liabilities as at and for the three months ended June 30, 2025. Particulars Less than 1 year 1-2 year 2 – 3 Years More than 3 Total years (₹ million) Borrowings 596.09 - - - 596.09 Less: IND AS Effect - - - - - Total 596.09 - - - 596.09 Trade payable 63.90 0.18 - 64.08 Other financial liabilities 0.90 - - - 0.90 Total 660.89 0.18 - - 661.07 CONTINGENT LIABILITIES As of June 30, 2025, our contingent liabilities that have been disclosed in the Restated Consolidated Financial Statements are as follows: S. No. Particulars Amount (₹ million)* 1. Bank guarantees 257.52 Total 257.52 Further, as of June 30, 2025, our commitments that have been disclosed in the Restated Consolidated Financial Statements are as follows: S. No. Particulars Amount (₹ million) 1. Capital commitments 0.57 2. Other commitments (expenditure related contractual commitments apart 84.67 from capital commitments) For further information of our contingent liabilities as of June 30, 2025, see “Restated Consolidated Financial Statements – Note 39 - Contingent liabilities and Capital Commitments”, on page 359. CAPITAL EXPENDITURES For the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively, the aggregate of additions to property, plant and equipment was ₹12.62 million, ₹ 216.12 million, ₹ 26.85 million and ₹ 20.70 million, respectively. The following table sets forth additions to property, plant and equipment by category of expenditure, for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively: (in ₹ million) Particulars Three months Fiscal 2025 Fiscal 2024 Fiscal 2023 ended June 30, 2025 Data processing equipment 2.48 17.51 12.48 0.47 Furniture & fixtures 2.75 4.47 0.96 0.20 414Office equipment 0.67 22.36 2.17 1.73 Plant & machinery 0.38 6.42 6.29 15.38 Leasehold improvements 6.33 165.36 4.95 2.92 Total 12.62 216.12 26.85 20.70 OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements. RELATED PARTY TRANSACTIONS We enter into various transactions with related parties in the ordinary course of business. Related parties with whom transactions have taken place during the year include sales, reimbursement of expenses, purchases of project material/equipment, software and technical support, sublease rentals from CEAQ India; purchases of project material/equipment, purchase of intangible assets, other services and loans from CEAQ Singapore; purchases of project material/equipment from UAB Tonbo Imaging; and sales, reimbursement of expenses, purchases of project material/equipment and other services from HBL Engineering Limited. For further information, see “Restated Consolidated Financial Statements – Note 45 - Related Party Disclosures” on page 375. AUDITOR’S OBSERVATIONS Our Statutory Auditors have not included any qualifications, reservations or emphasis of matters in their audit reports in the three months ended June 30, 2025 and the last three Fiscals. CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE FINANCIAL YEARS There have been no changes in our accounting policies in the three months ended June 30, 2025 and the last three Fiscals. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our operational activities expose us to a variety of financial risks which includes market risk (including foreign currency risk, interest rate risk, other price risk), credit risk and liquidity risk. Our focus is to ensure liquidity which is sufficient to meet our operational requirements. Our board of directors have established certain key managerial personnel who are responsible for developing and monitoring the risk management policies. Market Risk Market risk is the risk arising from changes in market prices such as interest rates will affect our income or the value of our holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including long term debt. We are exposed to market risk primarily related to interest rate risk, currency risk and the other prices risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities. Foreign Currency Risk We are exposed to foreign exchange risk arising from foreign currency transactions, USD being its prime foreign currency. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not our functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our debt obligations with floating interest rates and investments. However, we do not have any borrowings. All of our borrowings are on a fixed rate of interest. We have exposure to interest rate risk, arising principally on changes in Marginal Cost of Funds based Lending Rate (“MCLR”). We use a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short term credit lines besides internal accruals. 415Other Price Risk Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Our Company is exposed to price risk arising mainly from investments in equity/equity-oriented instruments recognized at FVTPL/FVTOCI. Credit Risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. We measure the expected credit loss associated with its assets based on historical trend, industry practices and the business environment in which the entity operates or any other appropriate basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Financial instruments that are subject to concentration of credit risk principally consist of trade receivables, investments, derivative financial instruments and other financial assets. None of the financial instruments of our Company results in material concentration of credit risk. Credit risk is the risk that a counterparty fails to discharge its obligation to our Company. Our Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and other financial assets measured at amortized cost. Our Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. Our Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. Our 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: (i) Low credit risk, (ii) Moderate credit risk, (iii) High credit risk. Liquidity Risk Liquidity risk is the risk that our Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Our Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our Company's reputation. The management monitors monthly rolling forecasts of our Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. This is generally carried in accordance with standard guidelines. Our Company has liquidity reserves in the form of highly liquid assets in the form of cash and cash equivalent, deposit accounts, etc. For further information, see “Restated Consolidated Financial Statements – Note 43 - Financial Risk Management” on page 367. SIGNIFICANT ECONOMIC CHANGES To the knowledge of our management, other than as described in “Risk Factors” and “- Significant Factors Affecting our Results of Operations and Financial Condition” on pages 33 and 385, respectively, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations. UNUSUAL OR INFREQUENT EVENTS OF TRANSACTIONS Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no “unusual” or “infrequent” events or transactions that have in the past or may in the future affect our business operations or future financial performance. KNOWN TRENDS OR UNCERTAINTIES Our business has been affected and we expect will continue to be affected by the trends identified above in “ – Significant Factors Affecting our Results of Operations and Financial Condition” and the uncertainties described in “Risk Factors” beginning on pages 392 and 33. To our knowledge, except as described or anticipated in this Draft Red Herring Prospectus, there are no known factors which we expect will have a material adverse 416impact on our revenues or income from continuing operations. FUTURE RELATIONSHIP BETWEEN COST AND INCOME Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 33, 233 and 385, respectively, there are no known factors that might affect the future relationship between costs and revenues. NEW PRODUCTS OR BUSINESS SEGMENTS Except as set out in this Draft Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments other than in the normal course of business. COMPETITIVE CONDITIONS We operate in a competitive environment. See “Our Business”, “Industry Overview” and “Risk Factors” on pages 233, 147 and 33, respectively, for further information on competitive conditions that we face. EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED SALES PRICES Changes in revenue in the three months ended June 30, 2025 and the last three Fiscals are as described in “– Fiscal 2025 compared to Fiscal 2024” and “– Fiscal 2024 compared to Fiscal 2023” above on pages 409 and 410, respectively. SEGMENT REPORTING Our Company is engaged in a single line of business of vision technology based products and solutions and operates from a single geographical location (Bangalore, Karnataka, India). The Chief Revenue Officer (CRO) monitors the business as a whole for the purposes of making decisions on resource allocation and performance assessment. Accordingly, the Company has only one reportable segment, and the segment reporting requirements under Ind AS 108 “Operating Segments” are not applicable beyond the entity-wide disclosures presented in the Restated Consolidated Financial Statements. SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS/SUPPLIERS We typically enter into contracts with our customers through tenders obtained via a competitive bidding process. Accordingly, our relationship with our customers are short term and typically for the manufacture of a specific product, but our revenue from operations has been materially concentrated in the three months ended June 30, 2025 and last three Fiscals. Some of our tenders garner us customers who contribute significantly towards revenue from operations for particular periods. SEASONALITY/ CYCLICALITY OF BUSINESS While our business is not seasonal, the nature of business is cyclical in nature on account of it being geopolitically driven. Funding for defence projects is subject to annual or multi-year government budgets, which can be delayed or reprioritised due to shifting political or economic circumstances. As per the F&S Report, in recent years, geopolitical instability, such as border conflicts, rising regional tensions, and emerging non-state threats, has led to accelerated procurement through emergency purchase mechanisms and fast-track acquisitions. These mechanisms are designed to address immediate operational needs, leading to sudden spikes in demand for defence electronics. While this has created short-term demand spikes, such procurement cycles are episodic and may not be sustained if geopolitical tensions subside or governments revert to conventional, multi-year acquisition programs. The episodic nature of emergency procurement leads to fluctuations in order volumes and revenue, making it difficult for companies to forecast and plan long-term investments or resource allocation. Consequently, revenue visibility can be inconsistent, and conversion of opportunities from the broader Total Addressable Market (“TAM”) and Serviceable Addressable Market (“SAM”) often remains a prolonged, resource-intensive process in the absence of conflict-driven urgency. 417For further details, see “Our business is cyclical in nature on account of it being geopolitically driven. Further, tender-based procurement cycle results in poor revenue visibility, which may have an adverse impact on our business, financial stability, results of operations, investor confidence, and the ability to secure financing for growth or innovation.” SIGNIFICANT DEVELOPMENTS AFTER JUNE 30, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS No circumstances have arisen after June 30, 2025 which materially and adversely affect or are likely to affect our operations, trading or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months. Except as disclosed below, there have been no material development since June 30, 2025: Stock Split Pursuant to resolutions passed by the Board and the shareholders on September 16, 2025, the Company undertook a stock split, subdividing its equity shares from a face value of ₹10 each into 5 (five) Equity Shares of ₹2 (each. As a result: • Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital of our Company from ₹740,000,000 divided into 11,497,500 equity shares of ₹10 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each, 200,000 preference shares of face value of ₹100 each and 45,000 preference shares of face value of ₹10,171 each to ₹740,000,000 divided to 57,487,500 equity shares of ₹2 each, 125,000 preference shares of face value of ₹10 each, 160,000 preference shares of face value of ₹913 each, 200,000 preference shares of face value of ₹100 each and 45,000 preference shares of face value of ₹10,171 each. • Pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on September 16, 2025, each, the face value of the equity shares of our Company was sub-divided from ₹10 each to ₹2 each. Accordingly, issued, subscribed and paid-up equity share capital of our Company comprising 11,456,420 equity shares of ₹10 each were sub-divided into 57,282,100 Equity Shares of face value ₹2 each. 418CAPITALISATION STATEMENT The following table sets forth our Company’s capitalization as at June 30, 2025, as derived from our Restated Consolidated Financial Statements, and as adjusted for the Offer. This table should be read in conjunction with the sections titled “Risk Factors”, “Restated Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on pages 33, 302 and 385, respectively. (in ₹ million, except ratios) Particulars Pre-Offer as at June 30, As adjusted for the Offer* 2025 Borrowings Refer notes below. Current borrowings (I) ** 596.09 Non-current borrowings (including current maturity and - interest accrued and due on borrowings) (II)** Total borrowings (III = I + II) 596.09 Equity Equity share capital** (IV) 114.56 Other equity** (V) 4,875.41 Total equity (VI = IV + V) 4,989.97 Total capitalization (VII= III + VI) 5,586.06 Ratio: Non-current borrowings / Total equity (II/VI) N.A. Ratio: Total borrowings / Total equity (VIII = III / 0.12 VI) *There will be no change in capital structure post the Offer since it is an initial public offering by way of an Offer for Sale by the Selling Shareholders. **These terms shall carry the meaning as per Schedule III of the Companies Act, 2013. Notes: (1) The Board and Shareholders, in their meetings each dated June 30, 2025, approved the issuance of bonus equity share of ₹ 10 each in the ratio of 19 Equity Shares for every 1 Equity Share held. (2) Pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on September 16, 2025, each, the face value of the equity shares of our Company was sub-divided from ₹10 each to ₹2 each. Accordingly, issued, subscribed and paid- up equity share capital of our Company comprising 11,456,420 equity shares of ₹10 each were sub-divided into 57,282,100 Equity Shares of face value ₹2 each. 419FINANCIAL INDEBTEDNESS Our Company has availed certain credit facilities in its ordinary course of business, for general corporate expenses and other business requirements. Our Board is empowered to borrow monies as may be required for the purpose of the business of our Company, in accordance with Section 179 and Section 180 of the Companies Act, 2013 and our Articles of Association. For details regarding the borrowing powers of our Board, see “Our Management – Borrowing Powers” on page 287. The details of our aggregate indebtedness as on November 30, 2025 is provided below: (in ₹ million) Category of borrowing Sanctioned amount Principal amount outstanding as on November 30, 2025 (a) Secured Fund Based Working capital facilities 1,490.00 338.48 Total Fund Based (A) 1,490.00 338.48 Non-Fund Based Letter of Credit - - Bank Guarantees 955.00 387.23 Total Non-Fund Based (B) 955.00 387.23 (b) Unsecured Fund based Term loans N.A. N.A. Non-fund based - N.A. N.A. Total (C) = (A)+(B) 2,445.00 725.71 * As certified by our Statutory Auditor, by way of their certificate dated December 22, 2025. Key terms of the borrowings availed by our Company: Tenor: The tenor of the facilities availed by our Company typically ranges from three months to five years. Interest: The applicable interest payable on the borrowings availed by our Company ranges from 7.75% to 8.50% or as mutually agreed between the parties. Security: Our borrowings are typically secured by way of (a) a pari passu charge by way of hypothecation of the assets of our Company; (b) fixed deposits; (c) non-disposal undertakings issued by our Promoters; (d) personal guarantees issued by our Promoters; or (e) any other collateral security offered by our Company to its lenders. Prepayment: The facilities availed by our Company, typically have pre-payment provisions which allow for pre- payment of the outstanding loan amount, by serving a prior written notice to the relevant lender or on receiving prior approval from the relevant lender, and in certain case, subject to such pre-payment charges as may be decided mutually at the time of such prepayment, or as set out in the facility agreements. Repayment: Other than some of the working capital loans and other credit facilities, which are repayable on demand, our Company is required to repay our borrowings on the maturity date or on such dates and/ or in such instalments as stipulated in the relevant loan documents. Restrictive covenants: Borrowing arrangements entered into by our Company typically contain various restrictive conditions and covenants mandating either the prior written consent and/or an intimation to our lenders in respect of certain corporate actions. An indicative list of such covenants is set forth below: (a) change in the capital structure of our Company; (b) change in the shareholding pattern and management control of our Company; and (c) amendments to the memorandum of association and articles of association having material adverse effect on the Company. Events of Default: In terms of the borrowing arrangements entered into by our Company, the occurrence of any of the following, inter alia, constitutes an event of default: 4201. non-payment or default in payment of principal and/or interest due on the loan obligations; 2. wind up, liquidate or dissolve its affairs or pass any resolution or otherwise take any steps for voluntary winding up or liquidation or dissolution; 3. occurrence or existence of such events or circumstances, which in the opinion of the lender, could have a material adverse effect; 4. change in the purpose of utilisation of credit facility other than sanctioned; and 5. cessation of business operations temporarily or permanently. Consequences of events of default: In terms of the borrowing arrangements of our Company, the following, inter alia, are the consequences of occurrence of events of default, including: 1. termination/ cancellation of the sanctioned facilities; 2. appointment of nominee directors in our Company; 3. levy of an additional interest rate or alteration of interest rate or the spread or interest reset date; and 4. termination of the lender’s obligations. This is an indicative list and there may be additional terms that may require the consent of the relevant lender, the breach of which may amount to an event of default under various borrowing arrangements entered into by our Company with its respective lenders, and the same may lead to consequences other than those stated above. We have obtained the necessary consents required under the relevant loan documentation for undertaking activities in relation to the Offer. For further details of financial and other covenants required to be complied with in relation to our borrowings, see “Risk Factors – We have incurred indebtedness and an inability to obtain further financing or to comply with repayment and other covenants in our financing agreements could adversely affect our business, results of operations, cash flows and financial condition” on page 56. 421SECTION VI – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated below, as on the date of this Draft 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 (“Relevant Parties”), 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. 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. There are no pending outstanding litigation proceedings involving our Group Company which may have a material impact on our Company. For the purpose of identification of material litigation in (iv) above, our Board has considered and adopted the following policy on materiality with regard to outstanding litigation involving the Relevant Parties to be disclosed in this Draft Red Herring Prospectus pursuant to a resolution dated December 20, 2025 of our Board (“Materiality Policy”). Pursuant to the Materiality Policy, all other pending litigation involving the Relevant Parties has been considered material if: • the value or expected impact in terms of value of the claim by or against the entity or person in any such pending proceeding exceeds (a) 2% of the turnover as per the Restated Consolidated Financial Statements; (b) 2% of the net worth as per the Restated Consolidated Financial Statements; or (c) 5% of the average of the absolute value of the profit/loss after tax of our Company as per the Restated Consolidated Financial Statements for the last three Fiscals, in this case being 5% of the average of the absolute value of the profit/loss after tax of our Company as per the Restated Consolidated Financial Statements for the last three Fiscals, i.e., ₹23.75 million (“Materiality Amount”); or • where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in an individual litigation may not exceed the Materiality Amount; or • any outstanding civil litigation involving the Relevant Parties wherein the monetary liability is not quantifiable, or does not exceed the Materiality Amount, if the outcome of such litigation could have a material adverse effect on the business, operations, performance, prospects, financial position or reputation of the Company. Further, litigation where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in an individual litigation may not exceed the Materiality Amount shall also be considered material litigation in relation to the Relevant Parties. In addition, any outstanding civil litigation/ arbitration proceedings involving the Relevant Parties wherein the monetary liability is not quantifiable, or does not exceed the Materiality Amount in an individual litigation, shall be considered ‘material’ and shall be disclosed in this Draft Red Herring Prospectus, if the outcome of such litigation could have a material adverse effect on the business, operations, performance, prospects, financial position or reputation of our Company. For the above purposes, pre-litigation notices received by the Relevant Parties, Key Managerial Personnel and Senior Management from third parties (excluding notices from statutory, regulatory, or tax authorities) shall not be evaluated for materiality until such time that the Relevant Parties are impleaded as defendants or respondents in proceedings before any judicial/quasi-judicial/arbitral forum or is notified by any governmental, statutory, or regulatory authority of any such proceeding that may be commenced. Except as stated in this section, there are no outstanding dues to material creditors of our Company. In terms of the Materiality Policy for the purpose of disclosure of material creditors in this Draft Red Herring Prospectus, all creditors of our Company to whom the amount due from our Company exceeds 5.00% of the total trade payables of the Company as per the Restated Consolidated Financial Statements are material creditors (i.e., 5.00% of ₹64.07 million which is ₹3.20 million based on the Restated Consolidated Financial Statements as at and for the three months ended June 30, 2025). 422Further, for outstanding dues to micro, small or medium enterprise, the disclosures shall be based on the information available with the Company regarding the status of the creditor as ‘MSME’ as defined under Section 2 read with Section 7 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended, as has been relied upon by the statutory auditors in preparing their audit report. Unless otherwise specified, the terms defined in the description of a particular litigation matter pertain to such matter only. Litigation involving our Company Criminal proceedings against our Company As of the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our Company. Criminal proceedings by our Company As of the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our Company. Action taken by statutory and regulatory authorities involving our Company As of the date of this Draft Red Herring Prospectus, there is no outstanding action taken by statutory and regulatory authorities involving our Company. Material civil litigation against our Company As of the date of this Draft Red Herring Prospectus, there is no outstanding material civil litigation initiated against our Company. Material civil litigation by our Company As of the date of this Draft Red Herring Prospectus, there is no outstanding material civil litigation initiated by our Company. Litigation involving our Subsidiaries Criminal proceedings against our Subsidiaries As of the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our Subsidiaries. Criminal proceedings by our Subsidiaries As of the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our Subsidiaries. Action taken by statutory and regulatory authorities involving our Subsidiaries As of the date of this Draft Red Herring Prospectus, there is no outstanding action taken by statutory and regulatory authorities involving our Subsidiaries. Material civil litigation against our Subsidiaries As of the date of this Draft Red Herring Prospectus, there is no outstanding material civil litigation initiated against our Subsidiaries. Material civil litigation by our Subsidiaries As of the date of this Draft Red Herring Prospectus, there is no outstanding material civil litigation initiated against our Subsidiaries. 423Litigation involving our Directors Criminal proceedings against our Directors As of the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our Directors, other than as disclosed below: A first information report (“FIR”) has been registered by Gopal Das against, among others, our Independent Director, Rishikesha Krishnan with the Mico Layout Police Station, Bangalore, alleging offences are under sections 3(1)(r) and 3(1)(s) of the Scheduled Castes and Scheduled Tribes (Prevention of Atrocities) Act, 1989 and sections 351(2) and 351(3) of the Bharatiya Nyaya Sanhita, 2023. The FIR has been challenged before the Hon’ble High Court of Karnataka High Court, pursuant to which the High Court of Karnataka has stayed further investigation in the matter by way of interim order dated December 31, 2024. The matter is currently pending. Criminal proceedings by our Directors As of the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated by any of our Directors. Action taken by statutory and regulatory authorities involving our Directors As of the date of this Draft Red Herring Prospectus, there is no outstanding action taken by statutory and regulatory authorities involving our Directors. Material civil litigation against our Directors As of the date of this Draft Red Herring Prospectus, there is no outstanding material civil litigation initiated against our Directors. Material civil litigation by our Directors As of the date of this Draft Red Herring Prospectus, there are no outstanding material civil proceedings initiated by our Directors. Litigation involving our Promoters Criminal proceedings against our Promoters As of the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our Promoters. Criminal proceedings by our Promoters As of the date of this Draft Red Herring prospectus, there are no outstanding criminal proceedings initiated by our Promoters. Action taken by statutory and regulatory authorities involving our Promoters As of the date of this Draft Red Herring Prospectus, there is no outstanding action taken by statutory and regulatory authorities involving our Promoters. Material civil litigation against our Promoters As of the date of this Draft Red Herring Prospectus, there is no outstanding material civil litigation initiated against our Promoters. Material civil litigation by our Promoters As of the date of this Draft Red Herring Prospectus, there is no outstanding material civil litigation initiated against our Promoters. Litigation involving our Key Managerial Personnel 424Litigation against our Key Managerial Personnel Criminal proceedings against our Key Managerial Personnel As of the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our Key Managerial Personnel. Criminal proceedings by our Key Managerial Personnel As of the date of this Draft Red Herring prospectus, there are no outstanding criminal proceedings initiated by our Key Managerial Personnel. Action taken by statutory and regulatory authorities involving our Key Managerial Personnel As of the date of this Draft Red Herring Prospectus, there is no outstanding action taken by statutory and regulatory authorities involving our Key Managerial Personnel. Litigation involving our Senior Management Litigation against our Senior Management Criminal proceedings against our Senior Management As of the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated against our Senior Management. Criminal proceedings by our Senior Management As of the date of this Draft Red Herring prospectus, there are no outstanding criminal proceedings initiated by our Senior Management. Action taken by statutory and regulatory authorities involving our Senior Management As of the date of this Draft Red Herring Prospectus, there is no outstanding action taken by statutory and regulatory authorities involving our Senior Management. Tax proceedings involving our Company, Subsidiaries, Directors and Promoters Details of outstanding tax proceedings involving our Company, Subsidiaries, Directors and Promoters as of the date of this Draft Red Herring Prospectus are disclosed below: Nature of proceeding Number of Aggregate amount proceedings involved (in ₹ million)* Our Company Direct tax 2 N.A. Indirect tax 3 29.74 Our Subsidiaries Direct tax - - Indirect tax - - Our Directors Direct tax - - Indirect tax - - Our Promoters Direct tax - - Indirect tax - - Total 5 29.74 *To the extent quantifiable. OUTSTANDING DUES TO CREDITORS In accordance with the Materiality Policy, a creditor to whom ₹ 3.20 million, which is 5% of the total trade payables of our Company as at the end of the latest period of the Restated Consolidated Financial Statements, is due by our Company, have been considered as ‘material’ creditors. 425The details of outstanding dues (trade payables) owed to micro and small enterprises, material creditors and other creditors, as at June 30, 2025, are set out below: Type of creditors Number of Aggregate amount creditors involved (in ₹ million)* Micro, Small and Medium Enterprises 45 27.67 Material creditors# 5 27.04 Other creditors 71 17.34 Total 119 64.07 *To the extent quantifiable #Dues to Material Creditors include dues to two micro, small and medium enterprises aggregating to ₹ 7.98 Million. As of June 30, 2025, there are no outstanding over dues owed to the material creditors of our Company. MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET DATE Except as stated in “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”, there have been no material developments, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, which materially and adversely affect or are likely to affect our profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within the next 12 months. 426GOVERNMENT AND OTHER APPROVALS Our business requires various approvals, consents, licenses, registrations and permits issued by relevant governmental and regulatory authorities under applicable rules and regulations of the respective jurisdictions. Set out below is an indicative list of such consents, licenses, registrations, permissions, and approvals obtained by our Company which are considered material and necessary for the purposes of undertaking their respective businesses and operations (“Material Approvals”). In addition, certain Material Approvals may have lapsed or expired or may lapse in their ordinary course of business, from time to time, and we have either already made applications to the appropriate authorities for renewal of such Material Approvals or are in the process of making such renewal applications in accordance with applicable law and requirements and procedure. Unless otherwise stated, these approvals are valid as of the date of this Draft Red Herring Prospectus. For further details in connection with the regulatory and legal framework within which we operate, see “Key Regulations and Policies in India” on page 264. For details of risks associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors – We operate in an industry which is highly regulated and are subject to stringent government regulations. If we fail to comply with the applicable regulations and rules prescribed by the Government of India and the relevant statutory or regulatory bodies or fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required for our business, our results of operations and cash flows may be adversely affected ” on page 39. Incorporation details of our Company For details of the incorporation of our Company, see “History and Certain Corporate Matters - Brief history of our Company” on page 271. Offer related approvals For details of corporate and other approvals in relation to the Offer, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 432. Tax related approvals 1. The permanent account number of our Company is AAHCS8134P. 2. The tax deduction number of our Company is BLRS14459E. 3. Our Company has obtained GST registration certificates issued by the Government of India and the state governments for GST payments in the states where our business operations are situated. 4. Our Company has obtained a professional tax registration certificate bearing number 355147855 under the Karnataka Tax on Professions, Trades, Callings and Employments Act, 1976. Material Approvals obtained in relation to the business and operations of our Company (1) Approvals under Factories Act, 1948 • Factories license bearing registration number MYB-29938 issued by the Government of Karnataka under the Factories Act, 1948, for the factory at No. 3, Chikka Yellappa Tower II, PID. No. 68-327-4, 1st C Main Road, Chikkayellappa Industrial Area, PID. No. 68-327-4, 1st C Main, Chikkayellappa Industrial Area, Bangalore, Bengaluru 560034. The license is valid from October 15, 2025 to December 31, 2027. (2) Approvals under Industries (Development and Regulation) Act, 1951 • Industrial license bearing registration number DIL: 51(2015) for manufacture of optical instruments and equipment, including hand-held thermal imager and helmet-mounted thermal imager; and • Industrial license bearing registration number DIL: 10(2020) for manufacture of image intensifier equipment, infrared thermal imaging equipment, imaging radar sensor equipment, recorders and image processing equipment, specially designed for military use. 427(3) Environment related approvals • Registration bearing number 47673829 as a producer of waste/used battery by the central pollution control board under the Battery Waste Management Rules, 2022. • Registration bearing number B-29016(10776) (EPR-Registration)/25/WM-III as a producer of electrical and electronic equipment by the central pollution control board under the E-Waste Management Rules, 2022. (4) Labour and employment related approvals • Registrations under the applicable shops and establishments acts for the Registered Office, Corporate Office and other offices of our Company. • Certificate of registration issued by the Employees State Insurance Corporation of India under the Employees State Insurance Act, 1948. • Certificate of registration issued by the Employees Provident Fund Organisation under the Employees Provident Funds and Miscellaneous Provisions Act, 1952 (which has been replaced with the Code on Social Security, 2020). (5) Other Material Approvals In addition to above, our Company has obtained: • Importer exporter code bearing registration number 0703018116 issued by the Director General of Foreign Trade, Ministry of Commerce and Industry, Government of India. • Legal entity identifier code bearing number 335800M2WY98FRVUQ567. • Registration cum membership bearing registration number BLR/172/2022-2023 issued by the Federation of Indian Export Organisation under the Foreign Trade (Development and Regulation) Act, 1992. • Registration and classification as “medium” enterprise under MSME Act, 2006, bearing registration number UDYAM-KR-03-0024323. • Export authorisations from the Director General of Foreign Trade under the list of Special Chemicals, Organisms, Materials, Equipment, and Technology. (6) Material Approvals for which applications are pending Our Company currently holds all such Material Approvals which we are required to obtain, except the following, in respect of which we have made applications before relevant authorities to obtain the registrations or renewals or modifications, as applicable: Description Registration / Authority Date of renewal application Application for industrial license for manufacture of (a) Registration Department for October 16, 2025 radar equipment, GPS devices, search, detection, Promotion of navigation, aeronautical and nautical equipment for civilian Industry and purposes; and (b) manufacture of other communication Internal Trade equipment Application for an “arms license” for manufacture and Registration Department for October 28, 2025 proof testing for arms and ammunitions and allied items of Promotion of defence equipment other than small arms of caliber 12.7 Industry and mm and above Internal Trade (7) Intellectual Property Trademarks 428As on the date of this Draft Red Herring Prospectus, our Company has registered the following trademark with the Registrar of Trademarks under the Trademarks Act. The details of this trademark are: Sr. No. Trademark Description Class 1. TONBO imaging* 9 * Pursuant to an application dated August 2, 2024, our Company has applied for a transfer of this mark from CEAQ Singapore which is pending approval with the Registrar of Trade Marks under the Trademarks Act. For further details in relation to the transfer from CEAQ Singapore, see “History and Certain Corporate Matters – Other material agreements - Deed of assignment dated July 26, 2024 between our Company and CEAQ Singapore” on page 276. Further, our Company has also made an application dated December 22, 2025 for registration of a new trademark, under Class 9 with the Registrar of Trademarks under the Trademarks Act, 1999 which is pending approval. Patents and other intangible assets As on the date of this Draft Red Herring Prospectus, our Company has been granted five patent registrations in the United States of America by the United States Patent Office pursuant to an assignment agreement dated April 25, 2025 and has filed four applications for grant of patents in India before the Indian Patent Office. Further, our Company has acquired certain intangible assets from CEAQ Singapore pursuant to five assignment agreements, each dated March 11, 2024. For further details, see “Our Business – Intellectual Property Rights”, “History and Certain Corporate Matters – Other material agreements – Deeds of assignment each dated March 11, 2024 entered into between our Company and CEAQ Singapore” and “History and Certain Corporate Matters – Other material agreements – Assignment agreement dated April 25, 2025 between our Company and CEAQ Singapore” on page 276. 429SECTION VII - OUR GROUP COMPANIES In accordance with the SEBI ICDR Regulations, the term ‘group companies’, includes (i) such companies (other than promoter(s) and subsidiary(ies)) with which there were related party transactions during the period for which financial information is disclosed, as covered under applicable accounting standards, in the offer documents, and also (ii) other companies as considered material by the board of directors of the relevant issuer company. Accordingly, for the purpose of (i) above, all such companies (other than our Subsidiaries) with which there were related party transactions in accordance with Ind AS 24, during the periods covered in the Restated Consolidated Financial Statements in this Draft Red Herring Prospectus, shall be considered as Group Companies in terms of the SEBI ICDR Regulations. In addition, for the purposes of (ii) above, pursuant to the Materiality Policy, a company (other than the Subsidiaries) shall be considered “material” and will be disclosed as a “group company” if such company forms part of the Promoter Group and with which there were transactions in the last completed full Fiscal (i.e., Fiscal 2025), which individually or in the aggregate, exceed 10% of the total restated revenue from operations of our Company, for the last completed full Fiscal based on the Restated Consolidated Financial Statements. Accordingly, based on the parameters for (i) and (ii) as outlined above, the following companies have been identified as our group companies (“Group Companies”), as on the date of this Draft Red Herring Prospectus: Sr. Name of Group Company Registered address No. 1. CEAQ India No.3 Chikkayellappa Tower-II, 1st C Main, Sarjapura Main Road, Jakkasandra Extension, Chikkayellappa Indl. Layout, Bangalore-560034, Karnataka 2. CEAQ Singapore No. 36 Robinson Road, #20-01, City House, Singapore 068877 3. UAB Tonbo Imaging Virginijaus Druskio g. 6-18, Vilniaus m.Vilniaus m. sav. Lithuania. 4. HBL Engineering Limited No. 8-2-601, Road No.10, Banjara Hills, Hyderabad 500 034, Hyderabad, India In accordance with the SEBI ICDR Regulations, certain financial information with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, of the top five Group Companies (determined based on market capitalisation for listed companies and turnover for unlisted companies) for the preceding three years, based on their respective audited financial statements, as applicable shall be hosted on the website of our Company, as indicated below: Sr. Group Company Website No. 1. CEAQ Singapore* https://tonboimaging.com/main/group-company- information/ 2. CEAQ India https://tonboimaging.com/main/group-company- information/ 3. UAB Tonbo Imaging # https://tonboimaging.com/main/group-company- information/ 4. HBL Engineering Limited https://tonboimaging.com/main/group-company- information/ *The audited financial statements for CEAQ Singapore are available up to Fiscal 2023 and accordingly the financial information based on the last available audited financial statements, i.e., Fiscals 2021, 2022 and 2023 have been hosted on the website of our Company. #As confirmed by UAB Tonbo Imaging, under the laws of the relevant jurisdiction where UAB Tonbo Imaging is incorporated, it is not statutorily required to prepare audited financial statements. Accordingly, financial information based on the unaudited financial statements for such entity shall be hosted on the website of our Company. Our Company is providing links to such websites solely to comply with the requirements specified under the SEBI ICDR Regulations. Such financial information/ details of the Group Companies provided on the websites do not constitute a part of this Draft Red Herring Prospectus. Anyone placing reliance on any other source of information, would be doing so at their own risk. Common pursuits between our Group Companies, our Company and Subsidiaries 430There are no common pursuits amongst our Company, Subsidiaries and Group Companies. Related business transactions within our Group Companies and significance on the financial performance of our Company Other than the transactions disclosed in “Restated Consolidated Financial Statements – Note 45 – Related Party Disclosures” on page 375, there are no other related business transactions between our Group Companies and our Company. There is no significance of such transactions on the financial performance of our Company. Business Interest of our Group Companies in our Company Except as disclosed in “Restated Consolidated Financial Statements – Note 45 – Related Party Disclosures” on page 375, our Group Companies have no business interests in our Company or its Subsidiaries. Nature and extent of interest of our Group Companies In the promotion of our Company Our Group Companies do not have any interest in the promotion of our Company. In the properties acquired by us in the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company None of our Group Companies are interested, directly or indirectly, in the properties acquired by our Company in the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company. In transactions for acquisition of land, construction of building and supply of machinery, etc. None of our Group Companies are interested, directly or indirectly, in any transactions for acquisition of land, construction of building or supply of machinery, with our Company. Other Confirmations As on the date of this Draft Red Herring Prospectus, except HBL Engineering Limited (bearing ISIN: INE292B01021), whose equity shares are listed on BSE and NSE, none of our Group Companies have their debt or equity securities listed on any stock exchange in India or abroad. Further, none of our Group Companies have made any public, rights issue or composite issue (as defined under the SEBI ICDR Regulations) of securities in the three years preceding the date of this Draft Red Herring Prospectus. 431SECTION VIII - OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Offer Corporate Approvals • Our Board has authorised the Offer by pursuant to a resolution passed at its meeting dated December 20, 2025. Further, our Board has taken on record the consent of the Selling Shareholders to participate in the Offer for Sale pursuant to a resolution passed at its meeting dated December 20, 2025. • Our Board has, pursuant to a resolution passed at its meeting dated December 22, 2025 approved the Draft Red Herring Prospectus for filing with SEBI and the Stock Exchanges. Further, our IPO Committee has, pursuant to a resolution dated December 22, 2025, approved the Draft Red Herring Prospectus. Approvals from the Selling Shareholders Each of the Selling Shareholders has, severally and not jointly, confirmed and approved the inclusion of its respective portion of the Offered Shares in the Offer for Sale, as set out below: Selling Number of Offered Shares Date of consent Date of corporate Shareholders letter authorisation / board resolution Arvind Kondangi Up to 1,150,000 Equity Shares bearing face December 19, Not applicable Lakshmikumar value of ₹2 each 2025 Ankit Kumar Up to 580,000 Equity Shares bearing face December 19, Not applicable value of ₹2 each 2025 Cecilia D’Souza Up to 230,000 Equity Shares bearing face December 19, Not applicable value of ₹2 each 2025 Vinimaya Advisory Up to 339,700 Equity Shares bearing face December 19, November 6, 2025 LLP value of ₹2 each 2025 CEAQ India Up to 10,164,500 Equity Shares bearing face December 19, November 6, 2025 value of ₹2 each 2025 CEAQ Singapore Up to 4,899,896 Equity Shares bearing face December 19, November 4, 2025 value of ₹2 each 2025 Timothy Guy Up to 208,700 Equity Shares bearing face December 19, Not applicable Mitchell value of ₹2 each 2025 Artiman Partners Up to 197,350 Equity Shares bearing face December 19, December 19, 2025 LLC value of ₹2 each 2025 Amit Dilip Shah* Up to 84,600 Equity Shares bearing face value December 19, Not applicable of ₹2 each 2025 Ramesh Up to 80,000 Equity Shares bearing face value December 19, Not applicable Radhakrishnan of ₹2 each 2025 Artiman Ventures Up to 69,400 Equity Shares bearing face value December 19, December 19, 2025 Select 2014 L.P. of ₹2 each 2025 Artiman Ventures Up to 1,100 Equity Shares bearing face value December 19, December 19, 2025 Select 2014 of ₹2 each 2025 Principals Fund L.P. Tiruvidaimarudhur Up to 80,000 Equity Shares bearing face value December 19, Not applicable Srivatsan of ₹2 each 2025 Sivashankar and Meera Sivashankar *Amit Dilip Shah is the registered owner and Amit Shah Family Trust is the beneficial owner of the Equity Shares. Each of the Selling Shareholders, severally and not jointly, confirms that it is in compliance with Regulation 8 of the SEBI ICDR Regulations, and it has held its respective portion of the Offered Shares for a period of at least one year prior to the date of filing the Draft Red Herring Prospectus. In-principle listing approvals Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. Prohibition by the Securities and Exchange Board of India, Reserve Bank of India or other Governmental Authorities 432Our Company, Promoters, members of the Promoter Group, Directors, persons in control of our Company and Selling Shareholders are not prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other authority/court. Directors associated with the securities market None of our Directors are, in any manner, associated with the securities market, in any manner and there is no outstanding action initiated by the SEBI against the Directors of our Company in the past five years preceding the date of this Draft Red Herring Prospectus. Confirmation under the Companies (Significant Beneficial Owners) Rules, 2018 Our Company, our Promoters, members of the Promoter Group and each of the Selling Shareholders, severally and not jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable to each of them, as on the date of this Draft Red Herring Prospectus. Eligibility for the Offer Our Company is eligible to undertake the Offer in accordance with the eligibility criteria provided in Regulation 6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner: • our Company has net tangible assets of at least ₹30.0 million, calculated on a restated and consolidated basis, in each of the preceding three full years (of 12 months each); • our Company has an average operating profit of at least ₹150.0 million, calculated on a restated and consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of these preceding three years; • our Company has a net worth of at least ₹10.0 million in each of the three preceding full years (of 12 months each), calculated on a restated and consolidated basis; and • there has been no change of name of our Company at any time during the one year immediately preceding the date of filing of this Draft Red Herring Prospectus other than the deletion of the word “Private” from the name of our Company pursuant to conversion to a public limited company. Our Company has not undertaken any new activity pursuant to such change in name. Set forth below are details of our Company’s net tangible assets, operating profit and net worth, derived from the Restated Consolidated Financial Statements as at and for the Fiscals ended March 31, 2025, 2024 and 2023. (₹ in million, unless otherwise stated) Particulars As at and for the Fiscal ended March 31, 2025 March 31, 2024 March 31, 2023 Restated net tangible assets (1) 3,331.20 501.39 194.33 Operating profit for the year ended, as restated and 947.34 912.48 12.45 consolidated(2) Restated net worth(3) 4,901.39 2,301.31 299.17 Notes: 1. As per Section 2(1)(gg) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, " Restated net tangible assets means the sum of all net assets of the Group, excluding Intangible Assets as defined in Indian Accounting Standard (Ind AS) 38 - Intangible Assets, Goodwill as defined in Ind AS 103 - Business Combinations, Right of Use Assets and Lease Liabilities as defined in Ind AS 116 - Leases and Deferred Tax Assets and Deferred Tax Liability as defined in Ind AS 12 - Income Taxes. 2. Operating profit has been calculated as restated profit before tax excluding other income and adding finance cost. 3. Restated net worth is defined as the aggregate value of the paid-up equity share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account and securities premium account after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation as on March 31, 2025, March 31, 2024 and March 31, 2023. The average of operating profit for Fiscal 2025, Fiscal 2024 and Fiscal 2023 of our Company was ₹ 624.09 million. For further details, see “Other Financial Information” on page 384. 433Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable. Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application monies shall be refunded forthwith in accordance with the SEBI ICDR Regulations and other applicable laws. Further, our Company confirms that it is eligible to make the Offer in terms of Regulation 5 and Regulation 7 of the SEBI ICDR Regulations, to the extent applicable. Our Company is in compliance with the following conditions specified in Regulation 5 and Regulation 7 of the SEBI ICDR Regulations: 1. none of our Company, our Promoters, members of the Promoter Group, Directors or Selling Shareholders are debarred from accessing the capital markets by the SEBI; 2. neither our Promoters nor any of our Directors are promoters or directors, as the case maybe, of companies which are debarred from accessing the capital markets by the SEBI; 3. none of our Company, Promoters or Directors have been declared as Wilful Defaulters or Fraudulent Borrowers; 4. none of our Promoters or Directors have been declared as a Fugitive Economic Offender; 5. as on the date of this Draft Red Herring Prospectus, except for the employee stock options granted pursuant to the ESOP Scheme, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into, or which would entitle any person any option to receive Equity Shares; 6. The Equity Shares of our Company held by our Promoters are in dematerialised form; 7. Our Company has entered into tripartite agreements with NSDL and CDSL, respectively, for dematerialisation of the Equity Shares. 8. All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus; and 9. There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance. Each of the Selling Shareholders confirms that they are in compliance with Regulation 8 of the SEBI ICDR Regulations and their respective portion of the Offered Shares are eligible for being offered in the Offer for Sale. DISCLAIMER CLAUSE OF THE SECURITIES AND EXCHANGE BOARD OF INDIA IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, JM FINANCIAL LIMITED AND IIFL CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED) HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE BIDDERS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD 434MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND EACH OF THE SELLING SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS HAVE FURNISHED TO THE SEBI, A DUE DILIGENCE CERTIFICATE DATED DECEMBER 22, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V (FORM A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. THE SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS. All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring Prospectus with the RoC including in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to this Offer will be complied with at the time of filing of the Prospectus with the RoC including in terms of Sections 26, 32, 33(1) and 33(2) of the Companies Act, 2013. Disclaimer from our Company, our Selling Shareholders, Directors and Book Running Lead Managers Our Company, our Selling Shareholders, Directors and the Book Running Lead Managers accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any other source of information, including our Company’s website at https://tonboimaging.com/main/, or the website of any affiliate of our Company, would be doing so at their own risk. The Selling Shareholders, their respective trustees, affiliates, associates, and officers accept no responsibility for any statements made in this Draft Red Herring Prospectus, other than those specifically made or confirmed by the Selling Shareholders in relation to themselves as a Selling Shareholder and their respective Offered Shares. The Book Running Lead Managers accept no responsibility, save to the limited extent as provided in the Offer Agreement and as will be provided for in the Underwriting Agreement to be entered into between the Underwriters, the Selling Shareholders and our Company. All information, to the extent required in relation to the Offer, shall be made available by our Company, the Selling Shareholders and the Book Running Lead Managers to the Bidders and the public at large and no selective or additional information would be made available for a section of the Bidders in any manner whatsoever, including at road show presentations, in research or sales reports, at the Bidding Centres or elsewhere. Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders and their directors/trustees, officers, agents, affiliates, and representatives. as applicable, Underwriters, the Book Running Lead Managers and their respective directors, partners, designated partners, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. The Book Running Lead Managers and their respective associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services for, our Company, our Subsidiary, our Group Companies, our Promoters, members of the Promoter Group, each of the Selling Shareholders and their directors and officers, group companies, affiliates or associates or third parties (as applicable) in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company, its Directors, our Promoter, officers, agents, group companies, affiliates, associates or third parties, (as applicable) for which they have received, and may in the future receive, compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or is under common control with another person or entity. Neither the delivery of this Draft Red Herring Prospectus nor the offer of the Offered Shares shall, under any circumstances, create any implication that there has been no change in the affairs of our Company since the date of this Draft Red Herring Prospectus or that the information contained herein is correct as of any time subsequent 435to this date. Disclaimer in respect of jurisdiction Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Karnataka, Bengaluru only. Bidders eligible under Indian law to participate in the Offer The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from the RBI), systemically important NBFCs or trusts under applicable trust law and who are authorised under their constitution to hold and invest in shares, state industrial development corporations, permitted insurance companies registered with Insurance Regulatory and Development Authority of India, public financial institutions as specified in Section 2(72) of the Companies Act, 2013 permitted provident funds with a minimum corpus of ₹250 million (subject to applicable law) and pension funds (registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable laws, with minimum corpus of ₹250 million), National Investment Fund, insurance funds set up and managed by the army and navy or air force of Union of India and insurance funds set up and managed by the Department of Posts, India, systemically important NBFCs registered with the RBI, multilateral and bilateral development financial institutions and permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares. Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of Equity Shares that can be held by them under applicable law. Certain persons outside India are restricted from participating in the Offer. For details see “Restrictions on Foreign Ownership of Indian Securities” on page 479. Selling and Transfer Restrictions This Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the Offer in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India. The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified in any jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with the applicable laws of each such jurisdiction. In particular, the Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares offered in the Offer are being offered and sold only outside the United States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). Each purchaser of the Equity Shares in the Offer who does not receive a copy of the preliminary offering memorandum shall be deemed to represent and warrant to and agree with our Company, the Selling Shareholders and the Members of the Syndicate as follows: • It was outside the United States (as defined in Regulation S) at the time the offer of the Equity Shares was made to it and it was outside the United States (as defined in Regulation S) when its buy order for the Equity Shares was originated. • It did not purchase the Equity Shares as a result of any “directed selling efforts” (as defined in Regulation S). 436• It bought the Equity Shares for investment purposes and not with a view to the distribution thereof. If in the future it decides to resell or otherwise transfer any of the Equity Shares, it agrees that it will not offer, sell or otherwise transfer the Equity Shares except in a transaction complying with Rule 903 or Rule 904 of Regulation S or pursuant to any other available exemption from registration under the U.S. Securities Act. • It will not sell or transfer any Equity Shares or any economic interest therein, including any offshore derivative instruments, such as participatory notes, issued against the Equity Shares, other than in accordance with applicable laws. • If it acquired any of the Equity Shares as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and that it has full power to make the foregoing representations, warranties, acknowledgements and agreements on behalf of each such account. • If it acquired any of the Equity Shares for one or more managed accounts, that it was authorized in writing by each such managed account to subscribe to the Equity Shares for each managed account and to make (and it hereby makes) the representations, warranties, acknowledgements and agreements herein for and on behalf of each such account, reading the reference to “it” to include such accounts. • It agrees to indemnify and hold the Company, the Selling Shareholders and the Members of the Syndicate harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Equity Shares. • It acknowledges that our Company, the Selling Shareholders and the Members of the Syndicate and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Until the expiry of 40 days after the commencement of this Offer, an offer or sale of Equity Shares sold in this Offer within the United States by a dealer (whether or not it is participating in this Offer) may violate the registration requirements of the U.S. Securities Act. Disclaimer clause of BSE Limited As required, a copy of this Draft Red Herring Prospectus shall be submitted to BSE. The disclaimer clause as intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to filing with the RoC. Disclaimer clause of National Stock Exchange of India Limited As required, a copy of this Draft Red Herring Prospectus shall be submitted to the NSE. The disclaimer clause as intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to filing with the RoC. Listing The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Application will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid/ Offer Closing Date or within such other period as may be prescribed by the SEBI. The Selling Shareholders, severally and not jointly, shall provide all required information, reasonable support and cooperation to the BRLMs and our Company in this respect. If our Company does not Allot the Equity Shares within three Working Days from the Bid/Offer Closing Date or within such timeline as prescribed by SEBI, it shall repay without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or such other rate as may be prescribed by the SEBI. 437If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus in accordance with applicable law. If such money is not repaid within the prescribed time, then our Company and every officer in default shall be liable to repay the money, with interest, as prescribed under applicable law. Any expense incurred by our Company on behalf of the Selling Shareholders with regard to interest on such refunds as required under the Companies Act, 2013 and any other applicable law will be reimbursed by the Selling Shareholders as agreed among our Company and the Selling Shareholders in writing, in proportion to the Offered Shares. For the avoidance of doubt, subject to applicable law, the Selling Shareholders shall not be responsible to pay and/or reimburse any expenses towards refund or any interest thereon for any delay, unless such failure or default or delay, as the case may be, is by, and is directly attributable to, an act or omission, of each of the Selling Shareholders and such liability shall be limited to the extent of their respective portion of the Offered Shares. Each of the Selling Shareholders undertake to provide such reasonable assistance as may be requested by our Company, to the extent such assistance is required from it in relation to its Offered Shares to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges within such time prescribed by the SEBI. Consents Consents in writing of: (a) our Directors, our Company Secretary and Compliance Officer, each of the Selling Shareholders, banker(s) to our Company, legal counsel to our Company, the Book Running Lead Managers, the Registrar to the Offer, our Statutory Auditor, industry report provider, in their respective capacities, have been obtained; (b) consents of the Syndicate Members, the Public Offer Account Bank(s)/ Escrow Collection Bank(s)/ Refund Bank(s), Sponsor Banks, to act in their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act, 2013 and such consents, which have been obtained, have not been withdrawn up to the time of delivery of this Draft Red Herring Prospectus. Experts to the Offer Except as stated below, our Company has not obtained any expert opinions: Our Company has received written consent dated December 22, 2025 from Kalyanasundaram & Associates, Chartered Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013 read with the SEBI ICDR Regulations in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect of (i) their examination report dated December 22, 2025 on our Restated Consolidated Financial Statements; (ii) their report dated December 21, 2025 on the statement of special tax benefits available to our Company and (iii) other certificates included or otherwise referred to in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Particulars regarding public or rights issues by our Company during the last five years Our Company has not made any public or rights issue during the last five years, preceding the date of this Draft Red Herring Prospectus. Commission and brokerage paid on previous issues of the Equity Shares in the last five years Since this is the initial public offering of the Equity Shares, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of the Equity Shares in the five years preceding the date of this Draft Red Herring Prospectus. Particulars regarding capital issues by our Company, listed Group Companies, Subsidiary or associates during the last three years Our Company has not made any capital issues during the three years preceding the date of this Draft Red Herring Prospectus. As of the date of this Draft Red Herring Prospectus, our Company does not have any listed Subsidiaries. Further, as of the date of this Draft Red Herring Prospectus, our Company does not have any associates. Except for HBL Engineering Limited, our Company does not have any listed Group Companies. HBL Engineering Limited has not undertaken any capital issues during the three years preceding the date of this Draft Red Herring Prospectus. 438Performance vis-à-vis objects – public/ rights issue of our Company Our Company has not made any public/ rights issue during the three years preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis objects – last one public/ rights issue / rights issue of the listed subsidiaries/listed Promoters of our Company As of the date of this Draft Red Herring Prospectus, our Company does not have any listed Subsidiaries or listed Promoters. 439Price information of past issues handled by the Book Running Lead Managers JM Financial Limited Price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by JM Financial Sr. Issue name Issue Size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing No. (₹ million) price Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in (₹) Listing Date closing benchmark] - closing benchmark] - closing benchmark] - (in ₹) 30th calendar days from 90th calendar days from 180th calendar days from listing listing listing 1. ICI CI Prudential Asset Management 1,06,026.50 2,165.00 December 19, 2025 2,600.00 Not Applicable Not Applicable Not Applicable Company Limited* 2. Cor ona Remedies Limited*12 6,553.71 1,062.00 December 15, 2025 1,470.00 Not Applicable Not Applicable Not Applicable 3. Aeq us Limited*11 9,218.12 124.00 December 10, 2025 140.00 Not Applicable Not Applicable Not Applicable 4. Cap illary Technologies India Limited#10 8,775.01 577.00 November 21, 2025 560.00 16.51% [-0.88%] Not Applicable Not Applicable 5. Ten neco Clean Air India Limited* 36,000.00 397.00 November 19, 2025 505.00 18.35% [-0.91%] Not Applicable Not Applicable 6. Em mvee Photovoltaic Power Limited* 29,000.00 217.00 November 18, 2025 217.00 -18.14% [-0.35%] Not Applicable Not Applicable 7. Can ara HSBC Life Insurance Company 25,159.50 106.00 October 17, 2025 106.00 13.50% [0.78%] Not Applicable Not Applicable Limited*8 8. Rub icon Research Limited*9 13,775.00 485.00 October 16, 2025 620.00 47.18% [1.27%] Not Applicable Not Applicable 9. Can ara Robeco Asset Management 13,261.26 266.00 October 16, 2025 280.25 9.81% [1.27%] Not Applicable Not Applicable Limited* 10W. e work India Management Limited*7 29,996.43 648.00 October 10, 2025 650.00 -2.48% [0.82%] Not Applicable Not Applicable Source: www.nseindia.com and www.bseindia.com # BSE as designated stock exchange * NSE as designated stock exchange Notes: 1. Opening price information as disclosed on the website of the designated stock exchange. 2. Change in closing price over the issue/offer price as disclosed on designated stock exchange. 3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable. 4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered. 5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a listing date plus 179 calendar days. 6. Restricted to last 10 issues. 7. A discount of Rs. 60 per Equity Share was offered to eligible employees bidding in the employee reservation portion. 8. A discount of Rs. 10 per Equity Share was offered to eligible employees bidding in the employee reservation portion. 9. A discount of Rs. 46 per Equity Share was offered to eligible employees bidding in the employee reservation portion. 10. A discount of Rs. 52 per Equity Share was offered to eligible employees bidding in the employee reservation portion.. 11. A discount of Rs. 11 per Equity Share was offered to eligible employees bidding in the employee reservation portion. 12. A discount of Rs. 54 per Equity Share was offered to eligible employees bidding in the employee reservation portion 440Summary statement of price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by JM Financial Limited Financial Total Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at premium Year no. of raised on as on 30th calendar days from on as on 30th calendar days from as on 180th calendar days from as on 180th calendar days from IPOs (₹ Millions) listing date listing date listing date listing date Over Between Less than Over Between Less than Over Between Less than Over Between Less than 50% 25% - 25% 50% 25%- 25% 50% 25%- 25% 50% 25%- 25% 50% 50% 50% 50% 2025-2026 25 6,46,151.47 1 1 8 - 4 8 - 1 2 1 - - 2024-2025 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2 2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7 IIFL Capital Services Limited (Formerly known as IIFL Securities Limited) Price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by IIFL Capital Services Limited (formerly known as IIFL Securities Limited) Sr. Issuer Name Issue Size Issue Designated Listing Date Opening +/- % change in +/- % change in +/- % change in No. (₹ million) Price (₹) stock exchange Price on closing price, [+/- closing price, [+/- % closing price, [+/- Listing % change in change in closing % change in Date closing benchmark]- 90th closing benchmark]- 30th calendar days from benchmark]- calendar days from listing 180th calendar listing days from listing 1. Rub1i con Research Limited 13,775.00 485.00(1) NSE October 16, 2025 620.00 +47.18%, [+1.27%] N.A. N.A. 2. Stu dds Accessories Limited 4,554.88 585.00 BSE November 7, 570.00 -8.33%, [+3.00%] N.A. N.A. 2025 3. Em mvee Photovoltaic Power 29,000.00 217.00 NSE November 18, 217.00 -18.14%, [-0.35%] N.A. N.A. Limited 2025 4. Cap illary Technologies India 8,775.01 577.00(2) BSE November 21, 560.00 +16.58%, [-0.35%] N.A. N.A. Limited 2025 5. Sud eep Pharma Limited 8,950.00 593.00 NSE November 28, 730.00 N.A. N.A. N.A. 2025 6. Aeq us Limited 9,218.12 124.00(3) NSE December 10, 140.00 N.A. N.A. N.A. 2025 7. Wa kefit Innovations Limited 12,888.89 195.00 NSE December 15, 195.00 N.A. N.A. N.A. 2025 8. Cor ona Remedies Limited 6,553.71 1,062.00(4 NSE December 15, 1,470.00 N.A. N.A. N.A. ) 2025 9. Nep hrocare Health Services 8,710.48 460.00(5) NSE December 17, 490.00 N.A. N.A. N.A. Limited 2025 441Sr. Issuer Name Issue Size Issue Designated Listing Date Opening +/- % change in +/- % change in +/- % change in No. (₹ million) Price (₹) stock exchange Price on closing price, [+/- closing price, [+/- % closing price, [+/- Listing % change in change in closing % change in Date closing benchmark]- 90th closing benchmark]- 30th calendar days from benchmark]- calendar days from listing 180th calendar listing days from listing 10. ICIC I Prudential Asset 106,026.5 2,165.0 NSE December 19, 2,600.00 N.A. N.A. N.A. Management Company 2025 Limited Source: www.nseindia.com; www.bseindia.com, as applicable (1) A discount of Rs. 46 per equity share was offered to eligible employees bidding in the employee reservation portion. (2) A discount of Rs. 52 per equity share was offered to eligible employees bidding in the employee reservation portion. (3) A discount of Rs. 11 per equity share was offered to eligible employees bidding in the employee reservation portion (4) A discount of Rs. 54 per equity share was offered to eligible employees bidding in the employee reservation portion (5) A discount of Rs. 41 per equity share was offered to eligible employees bidding in the employee reservation portion *Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of the above calculations. The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th /90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only restricted to past 10 initial public offers. Summary statement of price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal) handled by IIFL Capital Services Limited (formerly known as IIFL Securities Limited) Fiscal Total Total No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - 180th No. of IPOs trading at premium - no. of amount of calendar days from listing calendar days from listing calendar days from listing 180th calendar days from listing IPOs funds Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than raised 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25% (₹ million) 2023-24 15 1,54,777.8 - - 4 3 4 4 - - 1 5 4 5 0 2024-25 16 4,81,737.1 - - 1 6 4 5 - 2 - 6 4 4 7 2025-26 25 6,40,266.5 - 1 7 1 4 6 - 1 2 - - 1 9 Source: www.nseindia.com; www.bseindia.com, as applicable Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered. NA means Not Applicable. 442Track record of past issues handled by the Book Running Lead Managers For details regarding the track record of the Book Running Lead Managers, as specified in circular reference CIR/MIRSD/1/2012 dated January 10, 2012, issued by the SEBI, see the websites of the Book Running Lead Managers, as set forth in the table below: S. No Name of the Book Running Lead Manager Website 1. JM Financial Limited www.jmfl.com 2. IIFL Capital Services Limited (formerly known www.iiflcapital.com as IIFL Securities Limited) For further details in relation to the BRLMs, please see “General Information – Book Running Lead Managers” on page 89. Stock market data of Equity Shares This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange as on the date of this Draft Red Herring Prospectus and accordingly, no stock market data is available for the Equity Shares. Mechanism for redressal of investor grievances The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, subject to agreement with our Company for storage of such records for a longer period, to enable the Bidders to approach the Registrar to the Offer for redressal of their grievances. All grievances in relation to the Bidding process may be addressed to the Company Secretary and the Compliance Officer and/or Registrar to the Offer with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, UPI ID, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Bid cum Application Form and the name and address of the Book Running Lead Managers where the Bid cum Application Form was submitted by the Anchor Investor. The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for addressing any clarifications or grievances of ASBA Bidders. Our Company, the Selling Shareholders, the Book Running Lead Managers and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR Regulations. Bidders can contact our Company Secretary and Compliance Officer or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode. In terms of the SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the Bidders shall be compensated by the SCSBs in accordance with SEBI ICDR Master Circular in the events of delayed unblock for cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking of more amount than the application amount, delayed unblocking of amounts for non-allotted/partially-allotted applications, for the stipulated period. In an event there is a delay in redressal of the investor grievance in relation 443to unblocking of amounts, SCSBs and the Book Running Lead Managers shall compensate the Bidders at the rate higher of ₹100 or 15% per annum of the application amount for the period of such delay. Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the Book Running Lead Managers, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular. Disposal of investor grievances by our Company In terms of SEBI circular SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, companies intending to get listed must submit a declaration that a draft red herring prospectus has been submitted to SEBI in order to obtain SCORES authentication. Our Company has made an application for obtaining a registration and authentication for the SEBI SCORES platform in compliance with the SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013, the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. Our Company has not received any investor grievances in the last three Fiscals prior to the filing of this Draft Red Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of filing of this Draft Red Herring Prospectus. Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant Designated Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. Our Company has appointed Ankita Agarwalla, as the Company Secretary and Compliance Officer for the Offer and she may be contacted in case of any pre-Offer or post-Offer related problems. For details, see “General Information” on page 88. Our Company has also constituted a Stakeholders’ Relationship Committee comprising Rishikesha Thiruvenkata Krishnan, Cecilia D’Souza and Matthew Cyriac as members, to review and redress shareholder and investor grievances. For details, see “Our Management – Committees of the Board – Stakeholders’ Relationship Committee” on page 291. Exemption from complying with any provisions of securities laws, if any, granted by the Securities and Exchange Board of India Our Company has not sought any exemption from SEBI from complying with any provisions of securities laws including the SEBI ICDR Regulations, as on the date of this Draft Red Herring Prospectus. Other confirmations No person connected with the offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the offer, except for fees or commission for services rendered in relation to the Offer. 444SECTION IX – OFFER RELATED INFORMATION TERMS OF THE OFFER The Equity Shares being offered and Allotted and transferred pursuant to the Offer shall be subject to the provisions of the Companies Act, 2013, the SEBI ICDR Regulations, the SCRA, the SCRR, the MoA, the AoA, the SEBI Listing Regulations, the terms of the Red Herring Prospectus and the Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and other documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital, offer for sale and listing and trading of securities, issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RoC, the RBI and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions as may be prescribed by the SEBI, the Government of India, the Stock Exchanges, the RoC, the RBI and/or any other governmental, statutory or regulatory authorities while granting approval for the Offer. The Offer The Offer comprises of an Offer for Sale by the Selling Shareholders. Expenses for the Offer shall be shared amongst our Company and the Selling Shareholders in the manner specified in “Objects of the Offer – Offer related Expenses” on page 122. Ranking of the Equity Shares The Equity Shares of face value ₹2 each being offered and transferred pursuant to the Offer shall be subject to the provisions of the Companies Act, 2013, the SEBI ICDR Regulations, SCRA, SCRR, MoA and AoA, and will rank pari passu in all respects with the existing Equity Shares of our Company, including in respect of rights to receive dividends and other corporate benefits, if any, declared by our Company after the date of Allotment in accordance with applicable laws. For further details, see “Main Provisions of Articles of Association” on page 480. Mode of payment of dividend Our Company shall pay dividends, if declared, to our Shareholders, as per the provisions of the Companies Act, 2013 our MoA, AoA, the SEBI Listing Regulations and other applicable laws including guidelines or directives that may be issued by the GoI in this respect. All dividends, if any, declared by our Company after the date of Allotment (including pursuant to the transfer of Equity Shares in the Offer for Sale) in this Offer, will be payable to the Allottees, who have been Allotted Equity Shares in the Offer, for the entire year, in accordance with applicable law. For further details in relation to dividends, see “Dividend Policy” and “Main Provisions of Articles of Association” on pages 301 and 480, respectively. Face Value, Offer Price, Floor Price and Price Band The face value of each Equity Share is ₹2 and the Offer Price at the lower end of Price Band is ₹[●] per Equity Share and at the higher end of the Price Band is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share. The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the Book Running Lead Managers, and will be advertised, at least two Working Days prior to the Bid/ Offer Opening Date, in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and [●] edition of [●] (a widely circulated Kannada daily newspaper, Kannada being the regional language of Karnataka, India, where our Registered Office is located) and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available on the respective websites of the Stock Exchanges. The Offer Price shall be determined by our Company, in consultation with the Book Running Lead Managers, after the Bid/ Offer Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process. 445Compliance with disclosure and accounting norms Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. The Offer Rights of the Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and the AoA, our Shareholders shall have the following rights: 1. Right to receive dividends, if declared; 2. Right to attend general meetings and exercise voting rights, unless prohibited by law; 3. Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the Companies Act, 2013; 4. Right to receive offers for rights shares and be allotted bonus shares, if announced; 5. Right to receive any surplus on liquidation, subject to any statutory and preferential claim being satisfied; 6. Right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and other applicable laws; and 7. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, 2013, the SEBI Listing Regulations, the MoA, the AoA and other applicable laws. For a detailed description of the main provisions of the AoA of our Company relating to voting rights, dividend, forfeiture, lien, transfer, transmission, consolidation or sub-division, see “Main Provisions of Articles of Association” on page 480. Allotment only in dematerialised form Pursuant to Section 29 of the Companies Act, 2013, and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in dematerialised form. As per the SEBI ICDR Regulations and the SEBI Listing Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this context, two agreements have been entered into amongst our Company, the respective Depositories and the Registrar to the Offer: Tripartite agreement dated September 12, 2025 amongst our Company, NSDL and the Registrar to the Offer; and Tripartite agreement dated October 15, 2025 amongst our Company, CDSL and the Registrar to the Offer. Market lot and trading lot Since trading of the Equity Shares on the Stock Exchanges is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will be only in dematerialised form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares. For NIBs allotment shall not be less than the minimum Non- Institutional application size. For further details of the method of Basis of Allotment, see “Offer Procedure” on page 457. Jurisdiction Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Bengaluru, Karnataka, India. Joint holders Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the Equity Shares, they will be deemed to hold such Equity Shares as joint holders with benefits of survivorship. 446Nomination facility to investors In accordance with Section 72 of the Companies Act, 2013, read with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, as amended, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest, to the exclusion of all other persons, unless the nomination is modified or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the holder of such Equity Share(s). A nomination may be cancelled or modified by nominating any other person in place of the present nominee, by the holder of the Equity Shares who has made the nomination, by giving a notice of such cancellation or variation to our Company in the prescribed form. Fresh nomination can be made only on the prescribed form available on request at our Registered Office or at the registrar and transfer agents of our Company. Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the production of such evidence as may be required by the Board, elect either: to register himself or herself as the holder of the Equity Shares; or to make such transfer of the Equity Shares, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board may thereafter withhold payment of all dividends, interests, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Bidder would prevail. If Bidders want to change their nomination, they are advised to inform their respective Depository Participant. Bid/ Offer Period BID/ OFFER OPENS ON(1) [●] BID/ OFFER CLOSES ON(2)(3) [●] 1. Our Company in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date will be one Working Day prior to the Bid/Offer Opening Date. 2. Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. 3. UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date. An indicative timetable in respect of the Offer is set out below: Event Indicative Date Bid/ Offer Closing Date [●] Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●] Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA On or about [●] Account* Credit of Equity Shares to depository accounts On or about [●] Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●] *In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/ 447partially allotted Bids, exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, the Bidder shall be compensated in the manner specified in the SEBI ICDR Master Circular which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable. The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular. The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or liability on our Company, or any of the Selling Shareholders or the Book Running Lead Managers. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working days of Bid/ Offer Closing Date or such period as may be prescribed by SEBI, with reasonable support and co-operation of the Selling Shareholders, as may be required in respect of the Offered Shares, the timetable may be subject to change due to various factors, such as extension of the Bid/ Offer Period by our Company, in consultation with the Book Running Lead Managers, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges and delay in respect of final certificates from SCSBs. The commencement of trading of Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws. The Selling Shareholders confirms that it/he shall extend reasonable support and co-operation to our Company/ the Book Running Lead Managers, as may be required in relation to their respective Offered Shares, in accordance with applicable law, to facilitate the completion of listing and commencement of trading of Equity Shares on the Stock Exchanges within three Working Days from the Bid/Offer Closing Date or such time as prescribed by SEBI. In terms of the UPI Circulars, in relation to the Offer, the Book Running Lead Managers will be required to submit reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within three Working Days from the Bid/ Offer Closing Date or such time as prescribed by the SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes to the abovementioned timelines. Further, the Offer procedure is subject to change basis any revised SEBI circulars to this effect. Submission of Bids (other than Bids from Anchor Investors): Bid/Offer Period (except the Bid/Offer Closing Date) Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST Bid/Offer Closing Date Submission of electronic applications (online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST through 3-in-1 accounts) for RIBs and Eligible Employees Bidding in the Employee Reservation Portion Submission of electronic application (bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST through online channels like internet banking, mobile banking and syndicate ASBA applications through UPI as a payment mechanism where Bid Amount is up to ₹500,000) Submission of electronic applications (syndicate non- Only between 10.00 a.m. and up to 3.00 p.m. IST retail, non-individual applications of QIBs and NIBs) Submission of physical applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST Submission of physical applications (syndicate non- Only between 10.00 a.m. and up to 12.00 p.m. IST retail, non-individual applications where Bid Amount is more than ₹500,000) Revision/cancellation of Bids 448Upward revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. and up to 4.00 p.m. IST Bidders categories# on Bid/ Offer Closing Date Upward or downward revision of Bids or cancellation Only between 10.00 a.m. and up to 5.00 p.m. IST of Bids by RIBs and Eligible Employees Bidding in the Employee Reservation Portion *UPI mandate end time shall be 5:00 p.m. on the Bid/ Offer Closing Date #QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their Bids. On the Bid/ Offer Closing Date, the Bids shall be uploaded until: 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs and Eligible Employees Bidding in the Employee Reservation Portion. On the Bid/ Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received by RIBs and Eligible Employees Bidding in the Employee Reservation Portion, after taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated herein and as reported by the Book Running Lead Managers to the Stock Exchanges. The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/Offer Closing Date by obtaining such information from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the Book Running Lead Managers and the registrar and share transfer agents on a daily basis, as per the format prescribed in the SEBI ICDR Master Circular. To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per Bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids. It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be rejected. Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to submit their Bids one day prior to the Bid / Offer Closing Date and in any case no later than 1.00 p.m. IST on the Bid/Offer Closing Date. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/ Offer Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under this Offer. Bids will be accepted on the Stock Exchange platform only during Working Days, during the Bid/ Offer Period and revisions shall not be accepted on Saturdays and public holidays. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing. Further, as per letter no. list/SMD/SM/2006 dated July 3, 2006, and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE, respectively, Bids and any revision in Bids shall not be accepted on Saturdays, Sundays and public/bank holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges. Our Company, in consultation with the Book Running Lead Managers, reserve the right to revise the Price Band during the Bid/ Offer Period, in accordance with the SEBI ICDR Regulations, provided that the Cap Price will be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price and the Floor Price will not be less than the face value of the Equity Shares. Subject to compliance with the foregoing, the Floor Price may move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. In case of any revision to the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days following such revision of the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, in consultation with the Book Running Lead Managers, may for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Book Running Lead Managers and at 449the terminals of the Syndicate Members and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid lot shall remain the same. In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the purpose of Allotment. The Floor Price shall not be less than the face value of the Equity Shares. Minimum subscription The requirement of minimum subscription is not applicable to the Offer in accordance with the SEBI ICDR Regulations. In the event our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement of Underwriters, if any, within sixty (60) days from the date of Bid/ Offer Closing Date, or if the subscription level falls below the thresholds mentioned above after the Bid/Offer Closing Date, on account of withdrawal of applications or after technical rejections or any other reason, or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares being offered under the Red Herring Prospectus, our Company shall refund the entire subscription amount received in accordance with applicable law. If there is a delay beyond two Working days, interest at the rate of 15% per annum shall be paid by our Company and each of our Directors, in accordance with the SEBI ICDR Master Circular. The Selling Shareholders shall reimburse, any expense and interest incurred by our Company on behalf of the Selling Shareholders for any delay in making refunds as required under the Companies Act, 2013, the SEBI ICDR Master Circular and any other applicable law. No liability to make any payment of interest shall accrue to the Selling Shareholders unless any delay in making any of the payments hereunder or any delay in obtaining listing and/or trading approvals or any other approvals in relation to the Offer is solely attributable to the Selling Shareholders. Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) within such timeline as prescribed under applicable laws, our Company and the Selling Shareholders shall be liable to pay interest on the application money in accordance with applicable laws. New financial instruments Our Company is not issuing any new financial instruments through this Offer. Arrangements for disposal of odd lots There are no arrangements for disposal of odd lots since the Equity Shares will be traded in dematerialised form only, and the market lot for the Equity Shares will be one Equity Share. Restrictions, if any, on transfer and transmission of Equity Shares and on their consolidation or splitting Except for lock-in of the pre-Offer Equity Share capital of our Company, lock-in of the Promoters’ contribution and the Anchor Investor lock-in as provided in “Capital Structure” on page 97 and provided under the AoA detailed in “Main Provisions of Articles of Association” on page 480, there are no restrictions on transfer and transmission of the Equity Shares, and on their consolidation or splitting. Withdrawal of the Offer Our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, reserves the right not to proceed with the entire or portion of the Offer for any reason at any time after the Bid/Offer Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-Offer and Price Band advertisements were published, within two days of the Bid/Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed. The Book Running Lead Managers, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s), in case of UPI Bidders using the UPI Mechanism, to unblock the bank accounts of the ASBA Bidders and the Book Running Lead Managers shall notify the Escrow Collection Bank to release the Bid Amounts to the Anchor Investors, 450within one Working Day from the date of receipt of such notification. Notwithstanding the foregoing, the Offer is also subject to (i) filing of the Prospectus by our Company with the RoC; and (ii) obtaining the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment and within three Working Days of the Bid/Offer Closing Date or such other time period as prescribed under Applicable Law and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case may be. If our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, withdraws the Offer at any stage, including after the Bid/Offer Closing Date and thereafter determines that it will proceed with an issue or offer for sale of the Equity Shares, our Company shall file a fresh draft red herring prospectus with SEBI and the Stock Exchanges. The notice of withdrawal will be issued in the same newspapers where the pre-Offer and Price Band advertisements have appeared, and the Stock Exchanges will also be informed promptly. 451OFFER STRUCTURE The Offer is of up to [●] Equity Shares of face value of ₹2 each, for cash at a price of ₹[●] per Equity Share (including a share premium of ₹[●] per Equity Share) up to [●] million comprising an Offer for Sale by the Selling Shareholders. For details, see “The Offer” on page 80. The Offer includes a reservation of up to [●] Equity Shares of face value of ₹2 each, aggregating up to ₹[●] million, for subscription by Eligible Employees. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. The Offer less the Employee Reservation Portion is the Net Offer. The face value of each Equity Share is ₹2 each. The Offer and the Net Offer shall constitute [●]% and [●]%, respectively, of the post-Offer paid-up Equity Share capital of our Company. In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance with Regulation 31 of the SEBI ICDR Regulations. Particulars Eligible Employees# QIBs(1) Non-Institutional Retail Individual Bidders(1) Bidders Number of Equity Up to [●] Equity Not more than [●] Not less than [●] Not less than [●] Shares of face value Shares of face value Equity Shares of face Equity Shares of face Equity Shares of face of ₹2 each available of ₹2 each## value ₹2 each value of ₹2 each value of ₹2 each for Allotment/ available for available for allocation*(2) allocation or Offer allocation or Offer less allocation to QIB less allocation to QIB Bidders and RIBs. Bidders and NIBs. Percentage of Offer The Employee Not more than 50% of Not less than 15% of Not less than 35% of size available for Reservation Portion the Net Offer shall be the Net Offer or the the Net Offer or Offer Allotment/ allocation shall constitute up to available for Net Offer less less allocation to 5% of the post-Offer allocation to QIBs. allocation to QIBs QIBs and NIBs will paid-up Equity Share However, up to 5% of and RIBs, subject to be available for capital of our the Net QIB Portion the following: allocation. Company shall be available for allocation • one-third of the proportionately to portion available Mutual Funds only. to NIBs shall be Mutual Funds reserved for participating in the bidders with an Mutual Fund Portion application size will also be eligible of more than for allocation in the ₹0.20 million remaining Net QIB and up to ₹1.00 Portion. The million; and unsubscribed portion in the Mutual Fund • two-third of the Portion will be portion available available for to NIBs shall be allocation to the other reserved for QIBs. bidders with application size of more than ₹1.00 million. provided that the unsubscribed portion in either of the sub- categories specified above may be allocated to Bidders in the other sub- category of NIBs. Basis of Allotment/ Proportionate#; unless Proportionate as Allotment to each Allotment to each allocation if the Employee follows (excluding NIB shall not be less RIB shall not be less respective category is Reservation Portion is the Anchor Investor than the minimum than the minimum oversubscribed* undersubscribed, the Portion): application size, Bid lot, subject to value of allocation to • up to [●] Equity subject to availability availability of Equity an Eligible Employee Shares of face of Equity Shares in Shares of face value shall not exceed ₹0.20 the Non-Institutional of ₹2 each in the 452Particulars Eligible Employees# QIBs(1) Non-Institutional Retail Individual Bidders(1) Bidders million. In the event value of ₹2 each Portion and the Retail Portion and the of undersubscription shall be available remaining available remaining available in the Employee for allocation on The Equity Shares of Equity Shares of face Reservation Portion, a proportionate face value of ₹2 each value of ₹2 each if the unsubscribed basis to Mutual shall be available for any, shall be allotted portion may be Funds only; and allocation on a on a proportionate allocated, on a • up to [●] Equity proportionate basis to basis. For further proportionate basis, to Shares of face Bidders in the Non- details see, “Offer Eligible Employees value of ₹2 each Institutional Portion Procedure” on page for a value exceeding shall be available in accordance with 457. ₹0.20 million, subject for allocation on the SEBI ICDR to total Allotment to a proportionate Regulations and shall an Eligible Employee basis to all QIBs, be subject to the not exceeding ₹0.50 including following: million. Mutual Funds One-third of the Non- receiving Institutional Portion allocation as per shall be available for (a) above. allocation to Bidders • up to 60% of the with an application QIB Portion (of size more than ₹0.20 up to [●] Equity million up to ₹1.00 Shares of face million; and value of ₹2 Two-thirds of the each), may be Non-Institutional allocated on a Portion shall be discretionary available for basis to Anchor allocation to Bidders Investors, of with an application which one-third size of more than shall be available ₹1.00 million. for allocation to domestic Mutual Provided that the Funds only, unsubscribed portion subject to valid in either of these two Bid received sub-categories of from Mutual Non-Institutional Funds at or Portion may be above the allocated to the Anchor Investor Bidders in the other Allocation Price. sub-category of Non- In accordance Institutional Portion with the in accordance with Securities and SEBI ICDR Exchange Board Regulations. of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, of the Anchor Investor Portion, 40% shall be available for allocation as follows, (i) 33.33% shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and 453Particulars Eligible Employees# QIBs(1) Non-Institutional Retail Individual Bidders(1) Bidders pension funds, subject to valid Bids being received from domestic Mutual Funds, life insurance companies and pension funds at or above the Anchor Investor Allocation Price. In the event of under- subscription in (ii) above, the allocation may be made to domestic Mutual Funds. Minimum Bid [●] Equity Shares of Such number of Such number of [●] Equity Shares of face value of ₹2 each Equity Shares of face Equity Shares of face face value ₹2 each (3) value of ₹2 each and value ₹2 each and in in multiples of [●] multiples of [●] Equity Shares of face Equity Shares of face value of ₹2 each so value ₹2 each so that that the Bid Amount the Bid Amount exceeds ₹0.20 million exceeds ₹0.20 million Maximum Bid Such number of Such number of Such number of Such number of Equity Shares of face Equity Shares of face Equity Shares of face Equity Shares of face value of ₹2 each in value ₹2 each in value of ₹2 each in value of ₹2 each in multiples of [●] multiples of [●] multiples of [●] multiples of [●] Equity Shares of face Equity Shares of face Equity Shares of face Equity Shares of face value ₹2 each so that value of ₹2 each so value of ₹2 each so value ₹2 each so that the maximum Bid that the Bid does not that the Bid does not the Bid Amount does Amount by each exceed the size of the exceed the size of the not exceed ₹0.20 Eligible Employee in Net Offer, excluding Net Offer (excluding million this portion does not the Anchor Portion, the QIB Portion), exceed ₹0.50 million subject to applicable subject to applicable limits to each Bidder limits to each Bidder Mode of Allotment Compulsorily in dematerialised form Bid Lot [●] Equity Shares of face value of ₹2 each and in multiples of [●] Equity Shares of face value of ₹2 each thereafter Allotment Lot A minimum of [●] Equity Shares of face value of ₹2 each and thereafter in multiples of one Equity Share of face value of ₹2 each for QIBs and RIBs. The Allotment to NIBs shall not be less than the minimum non-institutional application size (i.e., ₹0.20 million) Trading Lot One Equity Share of face value of ₹2 Who can apply(3)(5)(6) Eligible employees Public financial Resident Indian Resident Indian such that the Bid institutions (as individuals, Eligible individuals, Eligible Amount does not specified in Section NRIs, HUFs (in the NRIs and HUFs (in exceed ₹ 0.50 million 2(72) of the name of the Karta), the name of the Karta) (net of Employee Companies Act, companies, corporate Discount) 2013), scheduled bodies, scientific commercial banks, institutions, societies, multilateral and trusts and FPIs who bilateral development are individuals, financial institutions, corporate bodies, and mutual funds family offices registered with SEBI, FPIs (other than individuals, corporate bodies and family offices), VCFs, AIFs, FVCIs registered with 454Particulars Eligible Employees# QIBs(1) Non-Institutional Retail Individual Bidders(1) Bidders the SEBI, state industrial development corporation, insurance company registered with Insurance Regulatory and Development Authority of India, provident fund with minimum corpus of ₹250.00 million, pension fund with minimum corpus of ₹250.00 million registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund set up by the GoI, insurance funds set up and managed by army, navy or air force of the Union of India, insurance funds set up and managed by the Department of Posts, India and Systemically Important NBFCs Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids(4) In case of all other Bidders: Full Bid Amount shall be blocked in the bank account of the ASBA Bidder (other than Anchor Investors), or by the Sponsor Bank(s) through the UPI Mechanism, that is specified in the ASBA Form at the time of submission of the ASBA Form Mode of Bidding^ Through ASBA Through ASBA Through ASBA Through ASBA process only process only process only process only (including the UPI (excluding the UPI (including the UPI (including the UPI Mechanism) Mechanism) (except Mechanism for Bids Mechanism) in case of Anchor up to ₹0.50 million) Investors) *Assuming full subscription in the Offer. #Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹0.50 million. However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of up to ₹0.20 million. In the event of under-subscription in the Employee Reservation Portion the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. The undersubscribed portion, if any, in the Employee Reservation Portion shall be added back to the Net Offer. However, Bids by Eligible Employees Bidding in the Employee Reservation Portion and in the Non-Institutional Portion shall be treated as multiple Bids, only if Eligible Employee has made an application of more than ₹0.20 million in the Employee Reservation Portion. The unsubscribed portion if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion ^Anchor Investors are not permitted to use the ASBA process. Further, pursuant to the SEBI ICDR Master Circular, SEBI has mandated that ASBA applications in the Offer will be processed only after the Bid Amounts are blocked in the bank accounts of the Anchor Investors. Accordingly, Stock Exchanges shall, for all categories of Bidders viz. QIBs, NIBs and RIBs and all modes through which the Bid cum Application Forms are processed, accept ASBA Forms in their electronic book building platform only with a mandatory confirmation on the Bid Amounts blocked. 455##Our Company, in consultation with the BRLMs, may offer a discount of up to [●]% to the Offer Price (equivalent of ₹ [●] per Equity Share) to Eligible Employees Bidding in the Employee Reservation Portion, subject to necessary approvals as may be required, and which shall be announced at least two Working Days prior to the Bid / Offer Opening Date. 1. Our Company, in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion will accordingly be reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under- subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than the Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than the Anchor Investors) in proportion to their Bids. For further details, see “Offer Procedure” on page 457. Further, not less than 15% of the Net Offer shall be available for allocation to NIBs and not less than 35% of the Net Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. The Equity Shares available for allocation to NIBs under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to NIBs shall be reserved for Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two-third of the portion available to NIBs shall be reserved for Bidders with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category of NIBs. 2. Subject to valid Bids being received at or above the Offer Price. This Offer is being made in accordance with Rule 19(2)(b) of the SCRR and Regulation 6(1) of the SEBI ICDR Regulations. 3. In case of joint Bids, the relevant Bidders should ensure that the depository account is also held in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. Further, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids, except as otherwise permitted, in any or all categories. 4. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-in Date as indicated in the CAN. 5. Bids by FPIs with certain structures as described under “Offer Procedure - Bids by Foreign Portfolio Investors” on page 464 and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares allocated and Allotted to such successful Bidders (with same PAN) may be proportionately distributed. 6. Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares. Eligible Employees Bidding in the Employee Reservation Portion at a price within the Price Band can make payment based on Bid Amount, at the time of making a Bid. Eligible Employees Bidding in the Employee Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories, as applicable, on a proportionate basis at the discretion of our Company in consultation with the Book Running Lead Managers, and the Designated Stock Exchange, subject to applicable law. Under-subscription, if any, in the QIB Portion would not be allowed to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of the Offer” on page 445. 456OFFER PROCEDURE All Bidders should read the General Information Document for investing in public issues prepared and issued in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 issued by SEBI and the UPI Circulars (the “General Information Document”) which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General Information Document is available on the websites of the Stock Exchanges and the Book Running Lead Managers. Please refer to the relevant provisions of the General Information Document which are applicable to the Offer, especially in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The investors should note that the details and process provided in the General Information Document should be read along with this section. Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of CAN and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) Designated Date; (viii) disposal of applications and electronic registration of Bids; (ix) submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund. SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/55 dated May 24, 2024 (“AV Circular”) has introduced the disclosure of audiovisual presentation of disclosures made in Offer Documents. Pursuant to the AV Circular, investors are advised not to rely on any other document, content or information provided in respect to the public issue on the internet/online websites/social media platforms/micro-blogging platforms by finfluencers. Unified Payments Interface (“UPI”) was introduced in a phased manner by SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, read with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, a payment mechanism with the ASBA for applications by Retail Individual Bidders through intermediaries from January 1, 2019. The UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the prior process and timeline of T+6 days (“UPI Phase I”). The UPI Phase I was effective until June 30, 2019. With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by RIBs through Designated Intermediaries (other than SCSBs), the prior process of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds was discontinued and only the UPI Mechanism for such Bids with a timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever was later (“UPI Phase II”). Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/ CIR/P/2022/45 dated April 5, 2022; SEBI had increased the UPI limit from ₹200,000 to ₹500,000 for all the individual investors applying in public issues. All individual Bidders in initial public offerings whose application sizes are up to ₹500,000 shall use the UPI Mechanism. Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, extended the timeline for implementation of UPI Phase II till further notice. Pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Circular”), the final reduced timeline of T+3 days using the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) was made voluntary for public issues opening on or after September 1, 2023, and has been made mandatory for public issues opening on or after December 1, 2023. This Offer will be undertaken pursuant to the processes and procedures under UPI Phase III on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide the SEBI ICDR Master Circular has prescribed certain additional measures for streamlining the process of initial public offers and redressing investor grievances. Furthermore, the SEBI RTA Master Circular has consolidated the aforementioned circulars (excluding SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) and rescinded these circulars to the extent relevant for the RTAs. Pursuant to the SEBI RTA Master Circular, applications made using the ASBA facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts of investors (all categories). In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in the SEBI ICDR Master Circular and the SEBI RTA Master Circular shall 457continue to form part of the agreements being signed between the intermediaries involved in the public issuance process and lead managers shall continue to coordinate with intermediaries involved in the said process. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in accordance with applicable law. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus. The Book Running Lead Managers shall be the nodal entity for any issues arising out of public issuance process. Book Building Procedure The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation, on a proportionate basis, to QIBs, provided that our Company in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from such them at or above the Anchor Investor Allocation Price. In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, of the Anchor Investor Portion, 40% shall be available for allocation as follows, (i) 33.33% shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual Funds, life insurance companies and pension funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in (ii) above, the allocation may be made to domestic Mutual Funds. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill over from the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, out of which (a) one third of such portion shall be reserved for applicants with application size of more than ₹0.20 million and up to ₹10.00 million; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹10.00 million, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders; and not less than 35% of the Net Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, up to [●] Equity Shares of face value ₹2 each, aggregating up to ₹[●] million shall be made available for Allocation on a proportionate basis only to Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price, if any. The Employee Reservation Portion bid shall not exceed 5% of our post Offer paid-up equity share capital subject to valid Bids having been received at or above the Offer Price. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories of Bidders at the discretion of our Company, in consultation with the Book Running Lead Managers, and the Designated Stock Exchange subject to receipt of valid Bids received at or above the Offer Price. Under- subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other category or a combination of categories. In the event of an under-subscription in the Employee Reservation Portion post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹0.20 million, subject to the total Allotment to an Eligible Employee not exceeding ₹0.50 million. Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct Taxes (“CBDT”) notification dated February 13, 2020, read with press release dated June 25, 2021 and September 17, 2021, CBDT circular no.7 of 2022, dated March 30, 2022, CBDT circular no. 3 of 2023, 458dated March 28, 2023, CBDT circular no. 6 /2024, dated April 23, 2024, and any subsequent press releases in this regard. The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges. Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, PAN and UPI ID (for UPI Bidders), as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialised subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws. The processing fees for applications made by UPI Bidders may be released to the SCSBs only after such banks provide a written confirmation, in compliance in a format as prescribed by SEBI, from time to time, including in compliance with the SEBI RTA Master Circular and the SEBI ICDR Master Circular, and such payment of processing fees to the SCSBs shall be made in compliance with circulars prescribed by SEBI and applicable law. All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI. Our Company will be required to appoint one of the SCSBs as the Sponsor Bank(s) to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI Bidders. Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the SEBI ICDR Master Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one Working Day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the Book Running Lead Managers, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the Book Running Lead Managers. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the post – Offer BRLM will be required to compensate the concerned investor. Further, pursuant to SEBI ICDR Master Circular, all UPI Bidders shall provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein below: • a syndicate member; • a stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity); • a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity); or • a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for this activity). Electronic registration of Bids The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before the closure of the Offer; On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus; 459Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated Intermediaries are given until 5:00 pm IST on the Bid/Offer Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing; and QIBs and Non-Institutional Bidders can neither revise their Bids downwards nor cancel/withdraw their Bids. Bid cum Application Form Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic copy of the Bid cum Application Form will also be available for download on the websites of the Stock Exchanges (www.nseindia.com and www.bseindia.com) at least one day prior to the Bid/ Offer Opening Date. UPI Bidders may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of the SEBI. Copies of the Anchor Investor Application Form will be available at the offices of the Book Running Lead Managers. All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process, which shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to participate in the Offer through the ASBA process. UPI Bidders must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected. Bids by Application Supported by Blocked Amount Bidders ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are liable to be rejected. Applications made by the UPI Bidders using third party bank account or using third party linked bank account UPI ID are liable to be rejected. The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the Bidder pursuant to the SEBI ICDR Master Circular. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected. UPI Bidders, may submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs (except UPI Bidders). Anchor Investors are not permitted to participate in the Offer through the ASBA process. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected. For all initial public offerings opening on or after September 1, 2022, as specified in the SEBI ICDR Master Circular, the ASBA applications in public issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. This circular shall be applicable for all categories of investors, i.e. RIB, QIB, NIB and other reserved categories and also for all modes through which the applications are processed. Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the manner below: RIBs, Eligible Employees and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. UPI Bidders may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. 460QIBs and NIBs (not using the UPI Mechanism) may submit their ASBA Forms with SCSBs, Syndicate, sub- syndicate members, Registered Brokers, RTAs or CDPs. ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount which can be blocked by the SCSB or the Sponsor Bank(s), as applicable, at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked / unblocked including details as prescribed the SEBI ICDR Master Circular. All the ASBA applications in public issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. For Anchor Investors, the Anchor Investor Application Form will be available at the offices of the Book Running Lead Managers. The prescribed colour of the Bid cum Application Form for the various categories is as follows: Category Colour of Bid cum Application Form* Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail Individual [●] Bidders, each resident in India and Eligible NRIs applying on a non-repatriation basis.(1) Non-Residents including Eligible NRIs, their sub-accounts (other than sub-accounts [●] which are foreign corporates or foreign individuals under the QIB Portion), FPIs or FVCIs registered multilateral and bilateral development financial institutions applying on a repatriation basis. Anchor Investors(2) [●] Eligible Employees Bidding in the Employee Reservation Portion(3) [●] *Excluding electronic Bid cum Application Forms Notes: 1. Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the websites of the Stock Exchanges (www.nseindia.com and www.bseindia.com). 2. Bid cum Application Forms for Anchor Investors shall be available at the offices of the Book Running Lead Managers. 3. Bid cum Application Forms for Eligible Employees will be available at our Registered Office. In case of ASBA forms (except ASBA forms submitted by UPI Bidders), the relevant Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid cum Application Form to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Bank. Further, SCSBs shall upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges and the Stock Exchanges validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. The Stock Exchanges shall accept the ASBA applications in their electronic bidding system only with a mandatory confirmation on application monies blocked. For UPI Bidders, the Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded. The Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. For UPI Bidders, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis through API integration to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate the UPI Bidders in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or the Bankers to the Offer) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to the Book Running Lead Managers for analysing the same and fixing liability. The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform 461with detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports with the Book Running Lead Managers in the format and within the timelines as specified under the UPI Circulars. Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three-way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis. For ensuring timely information to Bidder, SCSBs shall send SMS alerts for mandate block and unblock including details specified in the SEBI ICDR Master Circular. For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut- off time of 5:00 pm IST on the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. Further, modification/cancellation of Bids (if any) shall be allowed in parallel during the Bid/Offer Period until the Cut-Off Time. The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/ Offer Opening Date until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the Offer Bidding process. The processing fees for applications made by the UPI Bidders may be released to the SCSBs only after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format prescribed by SEBI or applicable law. Participation by the Promoters and members of the Promoter Group of our Company, the Book Running Lead Managers and the Syndicate Members and persons related to Promoters/Promoter Group/the Book Running Lead Managers The Book Running Lead Managers and the Syndicate Members shall not be allowed to purchase Equity Shares in this Offer in any manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the Book Running Lead Managers and the Syndicate Members may Bid for Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis or in any other manner as introduced under applicable laws and such subscription may be on their own account or on behalf of their clients. All categories of Bidders, including associates or affiliates of the Book Running Lead Managers and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis. Neither (i) the Book Running Lead Managers or any associates of the Book Running Lead Managers (except Mutual Funds sponsored by entities which are associates of the Book Running Lead Managers or insurance companies promoted by entities which are associates of Book Running Lead Managers or AIFs sponsored by the entities which are associates of the Book Running Lead Managers or FPIs other than individuals, corporate bodies and family offices which are associates of the Book Running Lead Managers or pension fund sponsored by entities which are associates of the Book Running Lead Managers nor; (ii) any person related to the Promoters or Promoter Group shall apply in the Offer under the Anchor Investor Portion. For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related to the Promoters or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into with the Promoters or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board. Further, an Anchor Investor shall be deemed to be an associate of the Book Running Lead Managers, if: (a) either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the Book Running Lead Managers. Our Promoters, except to the extent of the Offered Shares, and the other members of the Promoter Group will not participate in the Offer. Further, persons related to our Promoters and Promoter Group shall not apply in the Offer under the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights under a shareholders’ agreement or voting agreement entered into with any of the Promoters or members of the Promoter Group of our Company, veto rights or a right to appoint any nominee director on our Board, shall be deemed to be a person related to a Promoters or member of the Promoter Group of our Company. 462Bids by Mutual Funds With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Managers, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of any single company provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bids by Eligible Non-Resident Indians (“NRIs”) Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident forms should authorise their respective SCSB or confirm or accept the UPI Mandate Request (in case of RIBs Bidding through the UPI Mechanism) to block their Non- Resident External (“NRE”) accounts (including UPI ID, if activated), or FCNR Accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSB to block their Non- Resident Ordinary (“NRO”) accounts or confirm or accept the UPI mandate request (in case of UPI Bidders) for the full Bid Amount, at the time of the submission of the Bid cum Application Form. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company listed on a recognised stock exchange and the total holdings of all NRIs and OCIs on a repatriation basis put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company listed on a recognised stock exchange. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company. Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●] in colour). Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars). Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE/ NRO accounts. For further details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 479. Participation of Eligible NRIs in the Offer shall be subject to the FEMA Rules. Only Bids accompanied by payment in Indian rupees or fully converted foreign exchange will be considered for Allotment. Bids by Hindu Undivided Families (“HUFs”) Bids by Hindu Undivided Families or HUFs should be made, in the individual name of the Karta. The Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of sole or first Bidder/applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs may be considered at par with Bids/Applications from individuals. 463Bids by Eligible Employees The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹0.50 million on a net basis. However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million . Allotment in the Employee Reservation Portion will be as detailed in the section “Offer Structure” on page 452. However, Allotments to Eligible Employees in excess of ₹0.20 million shall be considered on a proportionate basis, in the event of under-subscription in the Employee Reservation Portion, subject to the total Allotment to an Eligible Employee not exceeding ₹0.50 million. Subsequent undersubscription, if any, in the Employee Reservation Portion shall be added back to the Net Offer. Eligible Employees Bidding in the Employee Reservation Portion may Bid at the Cut-off Price. Bids under the Employee Reservation Portion by Eligible Employees shall be: Made only in the prescribed Bid cum Application Form or Revision Form. Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules, regulations and guidelines) would be eligible to apply in this Offer under the Employee Reservation Portion. In case of joint Bids, the sole/ first Bidder shall be the Eligible Employee. Bids by Eligible Employees may be made at Cut-off Price. Only those Bids, which are received at or above the Offer Price, would be considered for allocation under this portion. The Bids must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to ensure that the Bid Amount payable by the Eligible Employee subject to a maximum Bid Amount of ₹0.50 million. Eligible Employees Bidding in the Employee Reservation Portion can Bid through the UPI mechanism. If the aggregate demand in this portion is less than or equal to [●] Equity Shares at or above the Offer Price, full allocation shall be made to the Eligible Employees to the extent of their demand. Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. Eligible Employees should mention their employee number at the relevant place in the Bid cum Application Form or Revision Form. In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately, to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any). Bids by Foreign Portfolio Investors (“FPIs”) In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common control) must be below 10% of our total paid-up Equity Share capital on a fully diluted basis. In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted basis the total investment made by the FPI will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements. Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 74% under the automatic route). In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. Bids by FPIs which utilise the multi investment manager structure, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs may not be treated as multiple 464Bids. FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents ([●] in colour). Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time. An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments issued by or on its behalf, is carried out subject to inter alia the following conditions: such offshore derivative instruments are transferred only to persons in accordance with Regulation 21(1) of the SEBI FPI Regulations; and prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments are to be transferred to are pre-approved by the FPI. Participation of FPIs in the Offer shall be subject to the FEMA Rules. The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for non-residents. Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected, except for Bids from FPIs that utilise the multiple investment manager structure in accordance with the operational guidelines for FPIs and designated Depository Participants issued to facilitate implementation of SEBI FPI Regulations (such structure referred to as “MIM Structure”), provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilise the MIM Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilise the MIM Structure. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected. Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids: FPIs which utilise the MIM structure, indicating the name of their respective investment managers in such confirmation; Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative investments; Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration; FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single investment manager; Multiple branches in different jurisdictions of foreign bank registered as FPIs; Government and Government related investors registered as Category 1 FPIs; and Entities registered as collective investment scheme having multiple share classes. 465The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids utilise any of the above-mentioned structures and indicate the name of their respective investment managers in such confirmation. In the absence of such compliance from the relevant FPIs with the operational guidelines for FPIs and designated Depository participants issued to facilitate implementation of SEBI FPI Regulations, such multiple Bids shall be rejected. Bids under Power of Attorney In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, eligible FPIs, AIFs, Mutual Funds, insurance companies, insurance finds set up by the army, navy or air force of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of ₹250.0 million and pension funds with a minimum corpus of ₹250.0 million, and registered with the Pension Fund Regulatory and Development Authority established under sub- section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013 (in each case, subject to applicable law and in accordance with their respective constitutional documents), a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws, as applicable must be lodged along with the Bid cum Application Form. Failing this, our Company and each of the Selling Shareholders, in consultation with the BRLMs, reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reasons thereof. Our Company, in consultation with the Book Running Lead Managers, in their absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form. Bids by SEBI registered Venture Capital Funds, Alternative Investment Funds and Foreign Venture Capital Investors The SEBI FVCI Regulations as amended, inter alia, prescribe the investment restrictions on VCFs, and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the VCF or FVCI. Further, subject to FEMA Rules, VCFs and FVCIs can invest only up to 33.3% of the investible funds in various prescribed instruments, including in public offerings. Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in an investee company directly or through investment in the units of other AIF. A Category III AIFs cannot invest more than 10% of the investible funds in an investee company directly or through investment in the units of other AIF. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of subscription to an initial public offering of a venture capital undertaking. Pursuant to the repeal of the SEBI VCF Regulations, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. Our Company, the Selling Shareholders, severally and not jointly, and the Book Running Lead Managers will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA Rules. All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Managers, reserves the right to reject any Bid without assigning any reason thereof. 466Bids by banking companies In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Managers, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act and Master Direction – Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company or 10% of the bank’s own paid- up share capital and reserves, whichever is lower. Further, the aggregate equity investments in subsidiaries and other entities engaged in financial and non-financial services, including overseas investments, cannot exceed 20% of the bank’s paid -up share capital and reserves. However, a banking company may hold up to 30% of the paid- up share capital of the investee company with the prior approval of the RBI, provided that the investee company is engaged in non-financial activities in which banking companies are permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of debt, or to protect the bank’s interest on loans/investments made to a company. The bank is required to submit a time-bound action plan for disposal of such shares within a specified period to the RBI. A banking company would require a prior approval of the RBI to make (i) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed), and (iii) investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended. Bids by Self Certified Syndicate Banks SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular issued by SEBI. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for such Bids. Bids by insurance companies In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Managers reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024, as amended (“IRDAI Investment Regulations”), based on investments in the equity shares of a company, the entire group of the investee company and the industry sector in which the investee company operates. Insurance companies participating in the Offer are advised to refer to the IRDAI Investment Regulations for specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time. Bids by Provident Funds/Pension Funds In case of Bids made by provident funds with a minimum corpus of ₹250.0 million and pension funds with minimum corpus of ₹250.0 million, registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable law, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Managers, reserves the right to reject any Bid, without assigning any reason thereof. Bids by Systemically Important Non-Banking Financial Companies In case of Bids made by Systemically Important Non-Banking Financial Companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis, (iii) a net worth certificate from its statutory auditor, and (iv) such other approval as may be required by the Systemically Important Non-Banking Financial Companies, are required to be attached to the 467Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Managers, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time. The investment limit for Systemically Important NBFCs (“NBFC-SI”) shall be as prescribed by RBI from time to time. Bids by Anchor Investors In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms for participation by Anchor Investors are provided below. (i) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the Book Running Lead Managers. (ii) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100.0 million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100.0 million. (iii) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds. In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, of the Anchor Investor Portion, 40% shall be available for allocation as follows, (i) 33.33% shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual Funds, life insurance companies and pension funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in (ii) above, the allocation may be made to domestic Mutual Funds. (iv) Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date, and will be completed on the same day. (v) Our Company may finalise allocation to the Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in consultation with the BRLMs, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than: • maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100 million; • minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per Anchor Investor; and • in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per Anchor Investor. • Further, in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2025, of the Anchor Investor Portion, 40% shall be available for allocation as follows, (i) 33.33% shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual Funds, life insurance companies and pension funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in (ii) above, the allocation may be made to domestic Mutual Funds. (vi) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain by the Book Running Lead Managers before the Bid/Offer Opening Date, through intimation to the Stock Exchanges. 468(vii) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid. (viii) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price. (ix) 50% Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a period of 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 30 days from the date of Allotment. (x) Neither the (a) Book Running Lead Managers (s) or any associate of the Book Running Lead Managers (other than mutual funds sponsored by entities which are associate of the Book Running Lead Managers or insurance companies promoted by entities which are associate of the Book Running Lead Managers or Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the Book Running Lead Managers or FPIs, other than individuals, corporate bodies and family offices, which are associate of the Book Running Lead Managers or pension fund sponsored by entities which are associate of the Book Running Lead Managers nor (b) the Promoters, Promoter Group or any person related to the Promoters or members of the Promoter Group shall apply under the Anchor Investors category. (xi) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids. For more information, please read the General Information Document. In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Offer. The information set out above is given for the benefit of the Bidders. Bidders are advised to make their independent investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held by them under applicable law or regulations, or as will be specified in the Red Herring Prospectus and the Prospectus. Information for Bidders The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, the Selling Shareholders and/or the Book Running Lead Managers are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. General Instructions QIBs and Non-Institutional Bidders are not allowed to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor Bidding Date. RIBs and Eligible Employees Bidding under the Employee 469Reservation Portion can revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/ Offer Closing Date. Do’s: (i) Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; (ii) Ensure that you have Bid within the Price Band; (iii) Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; (iv) Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA Account (i.e., bank account number) in the Bid cum Application Form if you are not an UPI Bidder in the Bid cum Application Form and if you are an UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form; (v) UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019; (vi) Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the GID; (vii) Ensure that Anchor Investors submit their Bid cum Application Forms only to the Book Running Lead Managers; (viii) Ensure that you mandatorily have funds equal to or higher than the Bid Amount in the ASBA Account maintained with the SCSB before submitting the ASBA Form to the relevant Designated Intermediaries; (ix) If the First Bidder is not the bank account holder, ensure that the Bid cum Application Form is signed by the account holder. Ensure that you have an account with an SCSB and have mentioned the correct bank account number in the Bid cum Application Form (for all ASBA Bidders other than UPI Bidders); (x) Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms; (xi) Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment specifying the application number as a proof of having accepted Bid cum Application Form for all your Bid options from the concerned Designated Intermediary; (xii) The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs; (xiii) Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum Application Forms; (xiv) UPI Bidders Bidding in the Offer to ensure that they shall use only their own ASBA Account or only their own bank account linked UPI ID) to make an application in the Offer and not ASBA Account or bank account linked UPI ID of any third party; (xv) Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable; (xvi) UPI Bidders in the Offer to ensure that they shall use only their own ASBA Account or only their own bank account linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Offer and 470not ASBA Account or bank account linked UPI ID of any third party; (xvii) Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; (xviii) Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating in the Offer, ensure that you authorise the UPI Mandate Request, including in case of any revision of Bids, raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; (xix) Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of the SEBI Master Circular for Depositories, may be exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular no. MRD/DoP/SE/Cir- 8 /2006 dated July 13, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficial owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected; (xx) Ensure that the Demographic Details are updated, true and correct in all respects; (xxi) Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal; (xxii) Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload of your Bid in the electronic Bidding system of the Stock Exchanges; (xxiii) Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents including a copy of the power of attorney, if applicable, are submitted; (xxiv) Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian laws; (xxv) UPI Bidders who wish to Bid should submit Bid with the Designated Intermediaries, pursuant to which the UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account; (xxvi) Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database; (xxvii) RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request received from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in the RIB’s ASBA Account; (xxviii) Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 p.m. IST on the Bid/ Offer Closing Date; (xxix) Anchor Investors should submit the Anchor Investor Application Forms to the Book Running Lead 471Managers; (xxx) FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected; (xxxi) Bids by Eligible NRIs for a Bid Amount of less than ₹200,000 would be considered under the retail category for the purposes of allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered under the non-institutional category for allocation in the Offer; (xxxii) UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, an UPI Bidder may be deemed to have verified the attachment containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorised the Sponsor Banks to block the Bid Amount mentioned in the Bid Cum Application Form; (xxxiii) Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor Investors and UPI Bidders) is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in); (xxxiv) Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the ASBA account under the ASBA process. In case of RIBs, once the Sponsor Bank(s) issues the Mandate Request, the RIBs would be required to proceed to authorise the blocking of funds by confirming or accepting the UPI Mandate Request to authorise the blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner; and (xxxv) UPI Bidders who have revised their Bids subsequent to making the initial Bid should also approve the revised UPI Mandate Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner. (xxxvi) The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected. Don’ts: (i) Do not Bid for lower than the minimum Bid size; (ii) Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary; (iii) Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price; (iv) Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding Centres; (v) Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms; (vi) Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest; (vii) Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only; 472(viii) Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); (ix) Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; (x) Do not submit the Bid for an amount more than funds available in your ASBA account; (xi) Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of a Bidder; (xii) In case of ASBA Bidders, do not submit more than one ASBA Form from an ASBA Account; (xiii) Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the relevant ASBA Account or in the case of UPI Bidders, in the UPI linked bank account where funds for making the Bid are available; (xiv) If you are an UPI Bidder, do not submit more than one Bid cum Application Form for each UPI ID; (xv) Anchor Investors should not Bid through the ASBA process; (xvi) Do not Bid for a Bid Amount exceeding ₹0.50 million for Bids by Eligible Employees Bidding in the Employee Reservation Portion (xvii) Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; (xviii) Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; (xix) Do not submit the General Index Register (GIR) number instead of the PAN; (xx) Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer; (xxi) Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant constitutional documents or otherwise; (xxii) Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid depository accounts as per Demographic Details provided by the depository); (xxiii) Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price; (xxiv) Do not submit a Bid using UPI ID, if you are not a UPI Bidder; (xxv) Do not Bid on another Bid cum Application Form or the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediaries; (xxvi) Do not Bid for Equity Shares more than what is specified for each category; (xxvii) If you are a QIB, do not submit your Bid after 3 p.m. IST on the QIB Bid/Offer Closing Date (for online applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications); (xxviii) Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for, exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus; (xxix) Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. RIBs and Eligible Employees bidding in the Employee Reservation Portion can revise or withdraw their Bids on or before the Bid/ Offer Closing Date; 473(xxx) Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are UPI Bidder, do not submit the ASBA Form directly with SCSBs; (xxxi) If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or third party linked bank account UPI ID; (xxxii) Do not Bid if you are an OCB; (xxxiii) UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile applications which is not mentioned in the list provided on the SEBI website is liable to be rejected; (xxxiv) Do not submit the Bid cum Application Forms to any non-SCSB bank; (xxxv) Do not submit a Bid cum Application Form with third party ASBA Bank Account or UPI ID (in case of Bids submitted by UPI Bidder); (xxxvi) Do not Bid for a Bid Amount exceeding ₹0.20 million (for Bids by Retail Individual Bidders); (xxxvii) Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of Bids submitted by UPI Bidders; and (xxxviii) In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids above ₹0.50 million. (xxxix) The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Grounds for technical rejection In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to note that Bids maybe rejected on the following additional technical grounds: 1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount; 2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form; 3. Bids submitted on a plain paper; 4. Bids submitted by UPI Bidders through an SCSBs and/or using a mobile application or UPI handle, not listed on the website of SEBI; 5. Bids under the UPI Mechanism submitted by UPI Bidders using third-party bank accounts or using a third-party linked bank account UPI ID (subject to availability of information regarding third-party account from Sponsor Bank(s)); 6. Anchor Investors should submit Anchor Investor Application Form only to the Book Running Lead Managers; 7. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediary; 8. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI IDs; 9. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary; 10. Bids submitted without the signature of the First Bidder or Sole Bidder; 11. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder; 47412. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit” in terms of SEBI Master Circular for Depositories; 13. GIR number furnished instead of PAN; 14. Bids by RIBs with Bid Amount of a value of more than ₹0.20 million; 15. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; 16. Bids accompanied by stock invest, money order, postal order, or cash; and 17. Bids uploaded by QIBs and by Non-Institutional Bidders after 4.00 pm on the Bid/Offer Closing Date and Bids by RIBs uploaded after 5.00 p.m. on the Bid/Offer Closing Date, unless extended by the Stock Exchanges. On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received RIBs, after taking into account the total number of Bids received and as reported by the Book Running Lead Managers to the Stock Exchanges. Further, in case of any pre-Offer or post -Offer related issues regarding share certificates/ demat credit/refund orders/unblocking etc., investors can reach out to the Company Secretary and Compliance Officer. For further details of the Company Secretary and Compliance Officer, see “General Information” and “Our Management” on pages 88 and 280, respectively. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. For details of grounds for technical rejections of a Bid cum Application Form, see the General Information Document. Names of entities responsible for finalising the basis of allotment in a fair and proper manner The authorised employees of the Designated Stock Exchange, along with the Book Running Lead Managers and the Registrar, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in the SEBI ICDR Regulations. Method of allotment as may be prescribed by SEBI from time to time Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer except in case of oversubscription for the purpose of rounding off to make Allotment, in consultation with the Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Offer to public may be made for the purpose of making Allotment in minimum lots. The Allotment of Equity Shares to Bidders other than to the RIBs, NIBs and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities Allotted shall be rounded off to the nearest integer, subject to minimum Allotment being equal to the minimum application size as determined and disclosed. The Allotment of Equity Shares to Anchor Investors shall be on a discretionary basis. The Allotment of Equity Shares to each Retail Individual Bidders shall not be less than the minimum Bid Lot, subject to the availability of shares in Retail Category, and the remaining available shares, if any, shall be allotted on a proportionate basis. Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Category, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹0.20 million and up to ₹.00 million, and (ii) two- third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allotment to each Non- 475Institutional Bidders shall not be less than the Minimum NIB Application Size, subject to the availability of Equity Shares in the Non-Institutional Category, and the remaining Equity Shares. Payment into Anchor Investor Escrow Accounts Our Company, in consultation with the Book Running Lead Managers, will decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which, the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow Accounts. For Anchor Investors, the payment instruments for payment into the Anchor Investor Escrow Account should be drawn in favour of: • In case of resident Anchor Investors: “[●]” • In case of Non-Resident Anchor Investors: “[●]” Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Banks and the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors. Pre-Offer and Price Band Advertisement Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus with the RoC, publish a pre-Offer and Price Band advertisement, in the form prescribed under the SEBI ICDR Regulations, in all editions of [●] (a widely circulated English national daily newspaper) and all editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Kannada daily newspaper, Kannada being the regional language of Karnataka, India, where our Registered Office is located). In the pre-Offer and Price Band advertisement, we shall state the Bid/ Offer Opening Date and the Bid/ Offer Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. Allotment advertisement Our Company, the Book Running Lead Managers and the Registrar shall publish an allotment advertisement before commencement of trading, disclosing the date of commencement of trading in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Kannada daily newspaper, Kannada being the regional language of Karnataka, India, where our Registered Office is located). The allotment advertisement shall be uploaded on the websites of our Company, the Book Running Lead Managers and the Registrar to the Offer, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the Equity Shares are proposed to be listed, then the allotment advertisement shall be uploaded on the websites of our Company, the Book Running Lead Managers and the Registrar to the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges. The information set out above is given for the benefit of the Bidders/applicants. Bidders/applicants are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed limits under applicable laws or regulations. Signing of the Underwriting Agreement and Filing with the RoC Our Company, the Selling Shareholders, the Underwriters and the Registrar to the Offer intend to enter into an Underwriting Agreement after the finalisation of the Offer Price, but prior to filing of the Prospectus. After signing the Underwriting Agreement, a Prospectus will be filed with the RoC in accordance with applicable law. The Prospectus will contain details of the Offer Price, the Anchor Investor Offer Price, the Offer size, and underwriting arrangements and will be complete in all material respects. 476Depository Arrangements The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). For more information, see “Terms of the Offer” on page 445. Undertakings by our Company Our Company undertakes the following: 1. adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders; 2. the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily; 3. all steps for completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges shall be taken within such time period as prescribed under applicable law; 4. the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed in this Draft Red Herring Prospectus shall be made available to the Registrar to the Offer by our Company; 5. where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the unsuccessful Bidder within time prescribed under applicable law, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; 6. that if our Company does not proceed with the Offer after the Bid/ Offer Closing Date but prior to Allotment, the reason thereof shall be given as a public notice within two days of the Bid/ Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-Offer and Price Band advertisements were published. The Stock Exchanges shall be informed promptly; 7. that if the Offer is withdrawn including after the Bid/ Offer Closing Date, our Company shall be required to file a fresh offer document with SEBI; and 8. there shall be no further issue or offer of securities of our Company, whether by way of a bonus issue, preferential allotment, rights issue or in any other manner, during the period commencing from the date of filing this Draft Red Herring Prospectus with the SEBI until the Equity Shares proposed to be transferred pursuant to the Offer have been listed and have commenced trading or until the Bid monies are refunded on account of, inter alia, failure to obtain listing approvals in relation to the Offer. Undertakings by the Selling Shareholders The Selling Shareholders, severally and not jointly, undertake that: 1. the Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR Regulations; 2. they shall provide all required information, reasonable support and cooperation to the BRLMs and the Company in relation to the Offer; 3. they shall provide all assistance required by our Company and the BRLMs in the redressal of any Offer- related grievances to the extent such grievances relate to its/his/her respective Selling Shareholder statements and/or its/his/her respective portion of the Offered Shares; 4. they shall deposit the Offered Shares in an escrow demat account in accordance with the Share Escrow Agreement; 5. they are legal and beneficial owner of the Offered Shares and such Offered Shares shall be transferred in the Offer free from lien, charge and encumbrance; and 6. they shall not have recourse to the proceeds of the Offer, which shall be held in escrow in its favour, until the final approval for listing and trading of the Equity Shares from the Stock Exchanges where listing is sought has been received. 477Utilisation of Offer Proceeds Our Company will not directly receive any Offer Proceeds and all the Offer Proceeds will be received by each of the Selling Shareholders, in proportion to the Offered Shares sold by them part of the Offer. For details of the Offered Shares, see “Other Regulatory and Statutory Disclosures” page 432. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013, which is reproduced below: “Any person who – • makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or • makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or • otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹1.00 million or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1.00 million or 1% of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹5.00 million or with both. In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a public announcement and also by indicating the change on the websites of the BRLMs and at the terminals of the members of the Syndicate. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges may be taken as the final data for the purpose of Allotment. 478RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is permitted (in all sectors) in Indian companies, to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/ departments are responsible for granting approval for foreign investment, if required. The Government of India makes policy announcements on FDI through press notes and press releases. The regulatory framework, over a period of time, thus, consists of acts, regulations, press notes, press releases, and clarifications among other amendments. The DPIIT issued the Consolidated FDI Policy Circular which is in effect from October 15, 2020 (the “FDI Policy”), which subsumes and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. In terms of the FEMA Rules, the FDI Policy, a person resident outside India may make investments in India, subject to certain terms and conditions, and further provided that an entity of a country which shares land border with India or where the beneficial owner of an investment into India, who is situated in or is a citizen of any such country, shall invest only with prior approval of the Government of India. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the Government of India as prescribed in the Consolidated FDI Policy and the FEMA Rules. Pursuant to the FEMA Rules, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank of fund in India. These investment restrictions shall also apply to subscribers of offshore derivative instruments. Further, in accordance with the amendment to the Companies (Share Capital and Debentures) Rules, 2014 vide notification dated May 4, 2022 issued by Ministry of Corporate Affairs, a declaration shall be inserted in the share transfer form stipulating whether government approval shall be required to be obtained under Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares, as applicable. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior approval of the Government of India is required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the Offer Period. In accordance with the FEMA Non-debt Instruments Rules and FDI Policy read with Press Note, 74% foreign direct investment is permitted under the automatic route for companies operating in “defence sector” and above 74% under approval route on case to case basis. Further, transfer of shares between an Indian resident and a non- resident does not require the prior approval of the RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids by Eligible Non-Resident Indians” and “Offer Procedure – Bids by Foreign Portfolio Investors” on pages 463 and 464, respectively. In accordance with the existing policy of the Government of India, OCBs cannot participate in this Offer. The above information is given for the benefit of the Bidders. Bidders are advised to make their independent investigations, seek independent legal advice about its ability to participate in the Offer and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations. Our Company, the Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. 479SECTION X – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION PRELIMINARY These Articles of Association consist of this Preliminary section and two Parts, Part A (the “General Articles”) and Part B of this Articles of Association (the “Special Articles”). Until the commencement of the listing and trading of the shares of the Company on any recognised stock exchange in India pursuant to an initial public offering of the shares of the Company, in case of any inconsistency or conflict or overlap between Part A and Part B of the Articles of Association Part B of these Articles shall remain in full force and shall override and supersede the provisions of Part A of these Articles. All articles of Part B shall automatically terminate and cease to have any force and effect upon consummation of an initial public offering by the Company without any further action by the Company or its shareholders, and the provisions of Part A shall continue to be in effect and will be in force, without any further corporate or other action, by the Company or by its shareholders. No material clauses of the Articles of Association having a bearing on the Offer or the disclosures required in this Draft Red Herring Prospectus have been omitted. Part A Interpretation I. • In these regulations— • “the Act” means the Companies Act, 2013, • Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Share capital and variation of rights II. a) Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit, provided however, that the option or right to call for any shares shall be given to a person only with the sanction of the Company in a general meeting of the shareholders. b) (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,— (1) One certificate for all his shares without payment of any charges; or (2) Several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first. (ii) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary. (iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. c) (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new 480certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate. (ii) Notwithstanding the above, the Directors shall comply with such rules, regulation and/or requirements of any stock exchange, and/or the rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any other act or rules applicable in this behalf. (iii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company. d) Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. e) a. The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made there under. b. The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40. c. The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other. f) a. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. b. To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two members holding at least one-third of the issued shares of the class in question. g) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. h) Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine. Lien i) (i) The company shall have a first and paramount lien— i. on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and ii. on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company: Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause. 481(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares. j) The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien: Provided that no sale shall be made— (a) Unless a sum in respect of which the lien exists is presently payable; or (b) Until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. k) a. To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser thereof. b. The purchaser shall be registered as the holder of the shares comprised in any such transfer. c. The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. l) (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable. (ii)The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale. m) The fully paid-up shares of the Company shall be free from all liens and in case of partly paid-up shares, the Company’s lien shall be restricted to moneys called or payable at a fixed time in respect of such shares. Calls on shares n) a. The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call. b. Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares. c. A call may be revoked or postponed at the discretion of the Board. o) A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be required to be paid by installments. p) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. q) (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten percent per annum or at such lower rate, if any, as the Board may determine. (ii) The Board shall be at liberty to waive payment of any such interest wholly or in part. 482r) a. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. b. In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. s) The Board— (a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and (b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve percent per annum, as may be agreed upon between the Board and the member paying the sum in advance. Further Issue of Shares t) a. Where at any time a Company having share capital proposes to increase the subscribed capital of the Company by issue of further shares, such further shares shall be offered: (a) to the persons who at the date of offer, are holders of the equity shares of the Company, in proportion, as nearly as circumstances admit, to the capital paid-up on those shares at that date; (b) the offer aforesaid shall be made by a notice specifying the number of shares offered and limiting a time not being less than thirty days from the date of the offer within which the offer, if not accepted, will be deemed to have been declined; (c) the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice shall contain a statement of this right; PROVIDED THAT the Directors may decline, without assigning any reason to allot any shares to any person in whose favour any member may renounce the shares offered to him. (d) after the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner, and to such person(s), as they may think, in their sole discretion, fit.. b. Notwithstanding anything contained in these Articles further shares may be offered to employees under a scheme of employees’ stock option in accordance with the Amended and Restated Employee Stock Option Scheme, 2025 (“ESOP 2025”) and the applicable laws to the Company. c. Notwithstanding anything contained in these Articles, further shares may be offered to any persons, if it is authorised by the Special Resolution, whether or not those persons include the persons referred to in these Articles hereof, in any manner whatsoever subject to the provision of the Act. Where no such Special Resolution is passed, if the votes cast (whether on a show of hands or on a poll as the case may be) in favour of the proposal contained in the resolution moved in the general meeting (including the casting vote, if any, of the Chairperson) by the members who, being entitled to do so, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in this behalf that the proposal is most beneficial to the Company. d. Nothing in sub-clause (c) of Article 20 hereof shall be deemed: 483(a) to extend the time within which the offer should be accepted; or (b) To authorise any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation. e. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option attached to the debenture issued or loans raised by the Company to convert such debentures or loans into shares in the Company or to subscribe for shares in the Company (whether such option is conferred in these Articles or otherwise) Provided that the terms of issue of such debentures or loan containing such an option have: i. Either has been approved by the Central Government before the issue of the debentures or the raising of the loans or is in conformity with the Rules, if any, made by that Government in this behalf; or ii. In the case of debentures or loans or other than debentures issued to or loans obtained from the Government or any institution specified by the Central Government in this behalf, has also been approved by a Special Resolution passed by the Company before the issue of debentures or raising the loans. f. Except as provided in Section 54 of the Act, a company shall not issue shares at a discount. g. The money (if any) which the Board shall, on the allotment of any shares being made by them, require or direct to be paid by way of deposit, call, or otherwise, in respect thereof, shall immediately on the insertion of the name of the allottee in the Register of Members as the name of the holder of such shares become a debt due to and recoverable by the Company from the allottee thereof and shall be paid by him accordingly h. If by the conditions of allotment of any shares, the whole or part of the amount of issue price thereof shall be payable in installments, every such installment shall, when due, be paid to the Company by such person, who, for the time being, shall be the registered holder of the shares or by his executors or administrator i. Save as herein otherwise provided and subject to Section 89 of the Act, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction, or as required by statutes be bound to recognise any equitable or other claim to or interest in such share on the part of any other person j. Subject to the provisions of the Act, the Board may accept from any Member the surrender on such terms and conditions as shall be agreed, of all or any of his shares. Notwithstanding anything contained in these Articles, subject to the provisions of Section 54 and any other applicable provisions of the Act or any law of the time being in force, the Board of Directors may from time to time issue Sweat Equity Shares. k. Subject to the provisions of the Act, the Board shall have the power to issue or re-issue preference shares of one or more classes which are liable to be redeemed, or converted into equity shares, on such terms and conditions and in such manner as determined by the Board in accordance with the Act. l. Provided that notwithstanding what is stated above, the Board of Directors shall comply with such rules or regulation or requirements of any stock exchange or the rules made under the Companies Act or the rules made under the Securities Contracts (Regulation) Act, 1956 or any other act or rules applicable in this behalf. For a share held in dematerialized form, the record of the depository is the prima facie evidence of the interest of the beneficial owner. The provision of the foregoing Articles relating to the issue of certificates shall mutatis mutandis apply to the issue of certificates for any other securities, including debentures (except where the Companies Act otherwise requires) of the Company. The Company, in a general meeting may, from time to time increase the capital by the creation of new shares, increase to be of such aggregate amount and to be divided into shares of such respective amounts as the resolution shall prescribe. Subject to the provisions of the Companies Act, any shares of the original or 484increased capital shall be issued upon such terms and conditions and with such right and privileges annexed thereto, as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, as the Directors shall determine and in particular, such may be issued with a preferential or qualified right to divide and in the distribution of assets of the Company. The Company shall cause to be kept a register and index of members with details of securities held in dematerialized form in any media as may be permitted by Law, including any form of electronic media, in accordance with all applicable provisions of the Companies Act and the Depositories Act. The register and index of beneficial owners maintained by a Depository under the Depositories Act shall be deemed to be a register and index of members for the purposes of this Act. Transfer of shares u) (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee. The securities or other interest of any member shall be freely transferable, provided that any contract or arrangement between 2 (two) or more persons in respect of transfer of securities shall be enforceable as a contract. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register in respect thereof. A common form of transfer shall be used in case of transfer of shares. (ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. v) The Board may, subject to the right of appeal conferred by section 58 decline to register— (i) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or (ii) any transfer of shares on which the company has a lien. w) The Board may decline to recognize any instrument of transfer unless— i. the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56; ii. the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and iii. the instrument of transfer is in respect of only one class of shares. x) On giving not less than seven days’ previous notice in accordance with section 91and rules made there under, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year. y) The registration of transfer of any securities shall not be refused on the ground of the transferor being alone or jointly with any other person or persons, indebted to the Company on any account whatsoever. z) DEMATERIALISATION OF SECURITIES i. Definition(s) for the purpose of this Article : (a) ‘Beneficial Owner’ shall mean beneficial owner as defined in clause (a) of sub-section (1) of Section 2 of the Depositories Act, 1996. (b) ‘Depositories Act 1996’ shall include any statutory modification or reenactment thereof. 485(c) ‘Depository’ shall mean a Depository as defined in clause (e) of subsection (1) of Section 2 of the Depository Act, 1996. (d) ‘SEBI’ means the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act,1992. (e) Security’ means such security as may be specified by SEBI from time to time. (f) ‘Member’ means members of the Company holding a share or shares of any class and includes the beneficial owner in the records of the Depository (g) ‘The Register’ means the Register of Members to be kept in pursuant to the Companies Act and where shares are held in dematerialised form ‘The Register’ includes the Register of Beneficial owners maintained by a Depository. Provided that the Company may exercise the powers conferred on it by the Act with regard to the keeping of a foreign register; and the Board may (subject to the provisions of the Act) make and vary such regulations as it may think fit respecting the keeping of any such register. ii. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise its existing shares, debenture and other securities, rematerialise its shares, debentures and other securities held in the Depositories and/ or offer its fresh shares, debentures and other securities, in a dematerialised form pursuant to the Depositories Act, 1996 and the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996. iii. Every person subscribing to securities offered by the Company shall have the option to receive security certificates or to hold the securities with a Depository. Such a person who is the beneficial owner of the securities can at any time opt out of a Depository, if permitted by the law, in respect of any security in the manner provided by the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the Beneficial Owner the required certificate of Securities. If a person opts to hold his security with a Depository, the Company shall intimate such Depository the details of allotment of the security, and on receipt of the information, the Depository shall enter in its record the name of the allottee as the Beneficial Owner of the security. iv. All securities held by a Depository shall be dematerialised and be in fungible form v. Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of the Beneficial Owner. Save as otherwise provided above, the Depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it. The beneficial Owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities, which are held by a Depository vi. Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a depository, the records of the Beneficial Ownership may be served by such depository on the Company by means of electronic mode or by delivery of floppies or discs. vii. Notwithstanding anything contained in these Articles, every holder of shares in or debentures of the Company may at any time nominate in the manner prescribed under the Act, a person to whom his shares in or debentures of the Company shall vest in the event of his death. Such nomination and right of nominee to be registered as holder of shares/ debentures as the case may be or for transfer of the shares/debentures as the case may be governed by the provisions of Section 72 and other applicable provisions of the Act. viii. Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of securities effected by transferor and transferee both of whom are entered as beneficial owners in the records of a depository. ix. Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of securities effected by transferor and transferee both of whom are entered as beneficial owners in the records of a depository. 486Transmission of shares aa) (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the company as having any title to his interest in the shares. (ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. bb) (a) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either i. to be registered himself as holder of the share; or ii. to make such transfer of the share as the deceased or insolvent member could have made. (b) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. cc) a. If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. b. If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. c. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. dd) A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with. Forfeiture of shares ee) If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued. ff) The notice aforesaid shall— (A) Name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. 487gg) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. hh) (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit. (ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. ii) (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares. (ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares. jj) (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. (ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of. (iii) The transferee shall thereupon be registered as the holder of the share. (iv)The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. kk) The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Alteration of capital ll) The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. mm) Subject to the provisions of section 61, the company may, by ordinary resolution, — (a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (B) Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination; (C) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum; (D) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. nn) Where shares are converted into stock: (a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: 488Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose. (b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage. (c) Such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively. oo) The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorized and consent required by law, — (a) Its share capital; (b) Any capital redemption reserve account; or (c) Any share premium account. Capitalization of profits pp) (i) the company in general meeting may, upon the recommendation of the Board, resolve— (a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and (b) That such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either in or towards— (a) paying up any amounts for the time being unpaid on any shares held by such members respectively; (B) Paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid; (C) Partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B); (D) A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares; (E)The Board shall give effect to the resolution passed by the company in pursuance of this regulation. qq) (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall— (a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares if any; and (b) Generally, do all acts and things required to give effect thereto. (ii) The Board shall have power— 489(i) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and (b) to authorize any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalization, or as the case may require, for the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalized, of the amount or any part of the amounts remaining unpaid on their existing shares; (iii) Any agreement made under such authority shall be effective and binding on such members. Buy-back of shares rr) Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities. General meetings ss) All general meetings other than annual general meeting shall be called extraordinary general meeting. tt) a. The Board may, whenever it thinks fit, call an extraordinary general meeting. b. If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. Proceedings at general meetings uu) (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103 of the Act. vv) Save for the provisions of the Companies Act relating to matters requiring special notice, at least twenty-one (21) days’ (subject to applicable Law) prior written notice of every general meeting of Shareholders shall be given to all Directors, the auditors of the Company and all Shareholders whose names appear on the register of members / index of beneficial owners as per most recent record of the depository provided to the Company. A meeting of the Shareholders (including a Requisition Meeting) may be called by giving shorter notice with the written consent of the Shareholders subject to applicable Law. Subject to applicable Law, the Company shall ensure that it facilitates the ability of every Shareholder to participate in a general meeting through video conference or audio-visual means. ww) Every notice of the general meeting of the Company shall specify the day, date, time and full address of the venue of the meeting and shall set forth in full and sufficient detail the text of the resolutions sought to be passed thereat, the business to be transacted thereat and any other details required by applicable Law, and no business shall be transacted at such meeting unless the same has been stated in the notice convening the meeting. It shall contain a statement with reasonable prominence that a member entitled to attend and vote is entitled to appoint a proxy and that the proxy need not be a member of the Company. 490xx) The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. yy) If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. zz) If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting. Adjournment of meeting aaa) a. The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so, directed by the meeting, adjourn the meeting from time to time and from place to place. b. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. c. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. d. Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. Voting rights bbb) Subject to any rights or restrictions for the time being attached to any class or classes of shares, (a) on a show of hands, every member present in person shall have one vote; and (b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company. ccc) A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once. ddd) (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. (ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members. eee) A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. fff) Any business other than that upon which a poll has been demanded may be preceded with, pending the taking of the poll. ggg) No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid. hhh) (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. (ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive. 491(iii) Except as otherwise provided herein, all resolutions of the Shareholders shall, be subject to the requirements imposed by the Companies Act or any other applicable Law. Proxy iii) The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarized copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid. jjj) An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105. kkk) A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. Board of Directors lll) (i). The minimum number of directors shall be three and the number of directors shall not exceed 15. (ii) The First Directors of the Company are 1. Mr. William J Burke 2. Mr. James S. Crofton 3. Mr. Stephen Mathias mmm) (i)The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day. (ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them— (a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or (ii) in connection with the business of the company. nnn) The Board may pay all expenses incurred in getting up and registering the company. ooo) The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may think fit respecting the keeping of any such register. ppp) All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine. 492qqq) Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose. rrr) (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles. (ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act. sss) Subject to the provisions of Section 197 and Schedule V of the Companies Act, a managing director, whole- time director or manager shall be appointed and the terms and conditions of such appointment and remuneration payable be approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at the next general meeting of the company and such remuneration as may be fixed by way of salary or commission or participation in profits or partly in one way or partly in another subject to the provisions of the Companies Act. ttt) The Directors shall not be required to hold any qualification shares in the Company. Proceedings of the Board uuu) (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. (ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. vvv) (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. (ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote. www) The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose. xxx) (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office. (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be Chairperson of the meeting. yyy) (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit. (ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board. (iii) The Board may set up, change, re-constitute, integrate, amend the terms of reference (or charter) of, or dissolve such committees of the Board as it deems fit from time to time, or as required by applicable Law. Any committee so formed shall, in the exercise of the power so delegated, conform to the terms of reference (or charter) as required by the Board or under applicable Law. zzz) (i) A committee may elect a Chairperson of its meetings. 493(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting. aaaa) (i) A committee may meet and adjourn as it thinks fit. (ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote. bbbb) All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. cccc) Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer dddd) Subject to the provisions of the Act, — 1 A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board; 2 A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. eeee) A provision of the Act or these regulations requiring or authorizing a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. Dividends and Reserve ffff) The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. gggg) Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company. hhhh) (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit. (ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve. 494iiii) (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares. (ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. (iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. jjjj) The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company. kkkk) (i)Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. (ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. llll) Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share. mmmm) Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. nnnn) No dividend shall bear interest against the company. oooo) No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by law. Accounts pppp) (i) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors. (ii) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorized by the Board or by the company in general meeting. Winding up qqqq) Subject to the provisions of Chapter XX of the Act and rules made thereunder -- (i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not. (ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. (iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. Indemnity 495rrrr) Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal. PART B Part B of the Articles of Association provides for, among other things, the rights of certain shareholders pursuant to the Shareholders’ Agreement. For more details on the Shareholders’ Agreement, see “History and Certain Corporate Matters – Summary of key agreements and shareholders’ agreements - Subscription and restated shareholders’ agreement dated February 6, 2025 entered into between our Company, HBL Engineering Limited, our Promoters, CEAQ Singapore, CEAQ India, Timothy Guy Mitchell, Serial Innovations Employee Stock Option Trust, Artiman Partners LLC, Artiman Ventures Select 2014 L.P., Artiman Ventures Select 2014 Principals Fund L.P., Amit Dilip Shah (as registered owner for Amit Shah Family Trust as the beneficial owner), Ramesh Radhakrishnan, Meghaa Karnani (as registered owner for Palita Associates as the beneficial owner), SSV Advisory Services LLP, Vinimaya Advisory LLP, Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar, Neville Manuel Fernandes and Mellita Fernandes, Nitin Agarwal (HUF), Anand Ladsariya, Shereen Bhan, Florintree Flowtech LLP, Yali Deeptech Fund I, Tenacity Ventures Fund – I, Export-Import Bank of India, Pranav Parikh, Paramjit Singh, Tonbo Imaging Inc and UAB Tonbo Imaging as amended by the amendment and waiver agreement dated December 20, 2025” on page 274. 496SECTION XI – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following documents and subsisting contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company) which are or may be deemed material will be attached to the copy of the Red Herring Prospectus and Prospectus filed with the RoC (except for such contracts and documents executed after the filing of the Red Herring Prospectus). Copies of the contracts and documents for inspection referred to hereunder, may be inspected at our Registered Office, from 10.00 a.m. to 5.00 p.m. on all Working Days and will also be available on the website of our Company at https://tonboimaging.com/main/material-documents/ from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date, except for such contracts and documents that will be entered into or executed subsequent to the completion of the Bid/ Offer Closing Date. Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so, required in the interest of our Company or if required by other parties, without reference to the Shareholders, subject to compliance of the provisions contained in the Companies Act, 2013 and other applicable law. Material Contracts to the Offer 1. Offer Agreement dated December 22, 2025 entered into among our Company, the Selling Shareholders and the BRLMs. 2. Registrar Agreement dated December 22, 2025 entered into among our Company, the Selling Shareholders and the Registrar to the Offer. 3. Cash Escrow and Sponsor Bank Agreement dated [●] entered into among our Company, the Selling Shareholders, the Members of the Syndicate, Banker(s) to the Offer and the Registrar to the Offer. 4. Share Escrow Agreement dated [●] entered into among our Company, Selling Shareholders and the Share Escrow Agent. 5. Syndicate Agreement dated [●] entered into among our Company, the Members of the Syndicate, the Selling Shareholders and the Registrar to the Offer. 6. Underwriting Agreement dated [●] entered into among our Company, the Selling Shareholders and the Underwriters. Material Documents 1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time to time. 2. Certificate of incorporation dated May 13, 2016, in the name of “Tonbo Imaging India Private Limited” and a fresh certificate of incorporation dated September 11, 2025 upon conversion into a public limited company and change in name of our Company to “Tonbo Imaging India Limited”. 3. Resolution of our Board dated December 20, 2025, approving the Offer and other related matters. 4. Resolution of our Board dated December 22, 2025, approving this Draft Red Herring Prospectus for filing with SEBI and the Stock Exchanges. 5. Resolution of our Board of Directors dated December 20, 2025, taking on record the approval for the Offer for Sale by the Selling Shareholders. 6. Consent letters from each of the Selling Shareholders consenting to participate in the Offer for Sale as set out in “Other Regulatory and Statutory Disclosures” on page 432. 7. Copies of the annual reports of our Company for the Fiscals 2025, 2024 and 2023. 8. The examination report dated December 22, 2025, of the Statutory Auditors on our Restated Consolidated Financial Statements. 4979. The report dated December 21, 2025, on the statement of special tax benefits available to the Company and its Shareholders under the applicable laws in India from the Statutory Auditors. 10. Assignment agreements each dated March 11, 2024 entered into between CEAQ Singapore and our Company. 11. Deed of assignment dated July 26, 2024 between our Company and CEAQ Singapore. 12. Appointment letters dated March 1, 2024 and December 1, 2025 issued to Cecilia D’Souza, our Executive Director and Chief Commercial Officer. 13. Appointment letters dated April 1, 2025 and December 1, 2025 issued to Ankit Kumar, our Executive Director and Chief Business and Revenue Officer. 14. Appointment letters dated December 1, 2025 issued to Arvind Kondangi Lakshmikumar, our Managing Director and Chief Executive Officer. 15. Deed of assignment dated April 25, 2025 between our Company and CEAQ Singapore. 16. Appointment letter dated April 1, 2025, issued to Ankit Kumar, our Executive Director and Chief Business and Revenue Officer. 17. Written consent dated December 22, 2025 from Kalyanasundram & Associates, Chartered Accountants, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus, to the extent and in their capacity as Statutory Auditors, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013, and in respect of their (i) examination report dated December 22, 2025 on the Restated Consolidated Financial Statements; (ii) their report dated December 22, 2025 on the statement of possible special tax benefits available to our Company and its Shareholders included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. 18. Certificate dated December 22, 2025 from Kalyanasundram & Associates, Chartered Accountants certifying the KPIs of our Company. 19. Consents of our Directors, Bankers to our Company, the BRLMs, the Syndicate Members, Registrar to the Offer, Banker(s) to the Offer, legal counsel to our Company, and Company Secretary and Compliance Officer of our Company, in their respective capacities. 20. Industry report titled “Assessment of Global and Indian Defence Electronics and Technology Industry” dated December 2025, prepared and issued by Frost & Sullivan, commissioned and paid for by our Company and engagement letter dated June 7, 2025 and consent letter dated December 18, 2025. 21. Due diligence certificate to SEBI from the Book Running Lead Managers dated December 22, 2025. 22. In-principle listing approvals dated [●] and [●] from the BSE and the NSE, respectively. 23. Tripartite agreement dated September 12, 2025, among our Company, NSDL and the Registrar to the Offer. 24. Tripartite agreement dated October 15, 2025, among our Company, CDSL and the Registrar to the Offer. 25. SEBI final observation letter bearing number [●] dated [●]. 498DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ Arvind Kondangi Lakshmikumar Managing Director and Chief Executive Officer Date: December 22, 2025 Place: Bangalore 499DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ Ankit Kumar Executive Director and Chief Business and Revenue Officer Date: December 22, 2025 Place: Melbourne 500DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ Cecilia D’Souza Executive Director and Chief Commercial Officer Date: December 22, 2025 Place: Bangalore 501DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ Amit Dilip Shah Nominee Director Date: December 22, 2025 Place: Palo Alto 502DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ Sai Ram Edara Nominee Director Date: December 22, 2025 Place: Hyderabad 503DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ Mathew Cyriac Nominee Director Date: December 22, 2025 Place: Mumbai 504DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ Sonal Shrivastava Chairperson and Independent Director Date: December 22, 2025 Place: Mumbai 505DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ Rishikesha Thiruvenkata Krishnan Independent Director Date: December 22, 2025 Place: Bangalore 506DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ Lakshminarayana R Kollengode Independent Director Date: December 22, 2025 Place: Bangalore 507DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the Government of India, or the rules, regulations and guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation) Rules, 1957, each as amended, or the rules, regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE CHIEF FINANCIAL OFFICER _________________________ Tiruvidaimarudhur Srivatsan Sivashankar Date: December 22, 2025 Place: Mumbai 508DECLARATION BY THE PROMOTER SELLING SHAREHOLDER I, Ankit Kumar, acting as a Promoter Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus in relation to me, as a Promoter Selling Shareholder and the Offered Shares, are true and correct. I, in my capacity as a Promoter Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. _________________________ Ankit Kumar Date: December 22, 2025 Place: Melbourne 509DECLARATION BY THE PROMOTER SELLING SHAREHOLDER I, Arvind Kondangi Lakshmikumar, acting as a Promoter Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus in relation to me, as a Promoter Selling Shareholder and the Offered Shares, are true and correct. I, in my capacity as a Promoter Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. _________________________ Arvind Kondangi Lakshmikumar Date: December 22, 2025 Place: Bangalore 510DECLARATION BY THE PROMOTER SELLING SHAREHOLDER I, Cecilia D’Souza, acting as a Promoter Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus in relation to me, as a Promoter Selling Shareholder and the Offered Shares, are true and correct. I, in my capacity as a Promoter Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. _________________________ Cecilia D’Souza Date: December 22, 2025 Place: Bangalore 511DECLARATION BY THE PROMOTER GROUP SELLING SHAREHOLDER We, Vinimaya Advisory LLP, the Promoter Group Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as the Promoter Group Selling Shareholder and the Offered Shares, are true and correct. We, in our capacity as Promoter Group Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. For and on behalf of Vinimaya Advisory LLP _________________________ Authorised Signatory Name: Deepak Mohan Designation: Designated Partner Date: December 22, 2025 Place: Bangalore 512DECLARATION BY THE INVESTOR SELLING SHAREHOLDER We, CEAQ Technologies Private Limited, the Investor Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as an Investor Selling Shareholder and the Offered Shares, are true and correct. We, in our capacity as Investor Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. For and on behalf of CEAQ Technologies Private Limited _________________________ Authorised Signatory Name: Abdul Mateen Ansari Designation: Executive Director Date: December 22, 2025 Place: Bangalore 513DECLARATION BY THE INVESTOR SELLING SHAREHOLDER We, CEAQ Technologies Pte. Ltd., the Investor Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as an Investor Selling Shareholder and the Offered Shares, are true and correct. We, in our capacity as Investor Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. For and on behalf of CEAQ Technologies Pte. Ltd. _________________________ Authorised Signatory Name: Amit Dilip Shah Designation: Director Date: December 22, 2025 Place: Palo Alto 514DECLARATION BY THE INVESTOR SELLING SHAREHOLDER I, Timothy Guy Mitchell, the Investor Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus in relation to me, as an Investor Selling Shareholder and the Offered Shares, are true and correct. I, in my capacity as Investor Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. _________________________ Timothy Guy Mitchell Date: December 22, 2025 Place: Pennsylvania 515DECLARATION BY THE INVESTOR SELLING SHAREHOLDER We, Artiman Partners LLC, the Investor Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as an Investor Selling Shareholder and the Offered Shares, are true and correct. We, in our capacity as Investor Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. For and on behalf of Artiman Partners LLC _________________________ Authorised Signatory Name: James Louie-Der Designation: Authorised Signatory Date: December 22, 2025 Place: Palo Alto 516DECLARATION BY THE INVESTOR SELLING SHAREHOLDER I, Amit Dilip Shah (registered owner for Amit Shah Family Trust as the beneficial owner), the Investor Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus in relation to me, as an Investor Selling Shareholder and the Offered Shares, are true and correct. I, in my capacity as an Investor Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. _________________________ Amit Dilip Shah (registered owner for Amit Shah Family Trust as the beneficial owner) Designation: Authorised Signatory Date: December 22, 2025 Place: Palo Alto 517DECLARATION BY THE INVESTOR SELLING SHAREHOLDER I, Ramesh Radhakrishnan, the Investor Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus in relation to me, as an Investor Selling Shareholder and the Offered Shares, are true and correct. I, in my capacity as Investor Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. _________________________ Ramesh Radhakrishnan Date: December 22, 2025 Place: Bangalore 518DECLARATION BY THE INVESTOR SELLING SHAREHOLDER We, Artiman Ventures Select 2014 L.P., the Investor Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as an Investor Selling Shareholder and the Offered Shares, are true and correct. We, in our capacity as Investor Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. For and on behalf of Artiman Ventures Select 2014 L.P. _________________________ Authorised Signatory Name: Amit Dilip Shah Designation: Authorised Signatory Date: December 22, 2025 Place: Palo Alto 519DECLARATION BY THE INVESTOR SELLING SHAREHOLDER We, Artiman Ventures Select 2014 Principals Fund L.P., the Investor Selling Shareholder, hereby confirm, declare, and certify that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as an Investor Selling Shareholder and the Offered Shares, are true and correct. We, in our capacity as Investor Selling Shareholder, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. For and on behalf of Artiman Ventures Select 2014 Principals Fund L.P. _________________________ Authorised Signatory Name: Amit Dilip Shah Designation: Authorised Signatory Date: December 22, 2025 Place: Palo Alto 520DECLARATION BY THE OTHER SELLING SHAREHOLDER We, Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar, the Other Selling Shareholders, hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as the Other Selling Shareholders and the Offered Shares, are true and correct. We, in our capacity as Other Selling Shareholders, assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus. Signed by Tiruvidaimarudhur Srivatsan Sivashankar and Meera Sivashankar _________________________ Tiruvidaimarudhur Srivatsan Sivashankar Date: December 22, 2025 Place: Mumbai 521