Tonbo’s 17.43% stake requires CEAQ Singapore lock-in support

Tonbo’s promoters hold 9,982,600 equity shares, or 17.43% of fully diluted pre-offer capital, and the company says their post-offer holding will be below the required 20% contribution level. CEAQ Singapore, a non-promoter shareholder with 14,590,200 shares or 25.47%, has consented to provide shares for the resulting lock-in shortfall.

Why do Tonbo’s promoters need CEAQ Singapore for the IPO lock-in?

Tonbo’s promoters need CEAQ Singapore because their post-offer holding will be below the 20% minimum promoters’ contribution required under Regulations 14 and 16 of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations. The red herring prospectus reports that the three promoters held 9,982,600 equity shares, equal to 17.43% of issued, subscribed and paid-up capital on a fully diluted pre-offer basis.

Minimum promoters’ contribution is the part of a company’s fully diluted post-offer equity capital that must be included in the prescribed promoter contribution pool. For Tonbo, that pool must equal 20% of fully diluted post-offer equity capital and is subject to an 18-month lock-in from the allotment date. The company expressly states that the promoters’ post-offer stake will be below 20%, which creates the shortfall.

The 17.43% figure cannot by itself establish compliance because it measures capital before the offer, while the regulatory benchmark uses fully diluted capital after the offer. Tonbo’s pre-offer calculation also includes equity shares that may result from exercise of vested options under its employee stock option scheme, or ESOP Scheme. The difference in measurement basis means the disclosed pre-offer promoter percentage is already below 20%, while the company also expects a lower post-offer percentage.

How will CEAQ Singapore supply Tonbo’s minimum promoters’ contribution?

CEAQ Singapore will provide shares toward Tonbo’s promoter-contribution shortfall, subject to a maximum aggregate contribution of 10% of post-offer paid-up equity capital. Tonbo says CEAQ Singapore will hold at least 5% of post-offer equity capital and gave its consent in a letter dated December 20, 2025.

The prospectus calls the shares supplied by CEAQ Singapore “PC Shortfall Shares.” Their final number and percentage of fully diluted post-offer capital were blank in the red herring prospectus and are to be completed at the prospectus stage. The disclosure therefore sets out the compliance mechanism and its 10% ceiling, but not the final quantity that CEAQ Singapore will place in the 18-month locked-in pool.

Tonbo’s promoters and CEAQ Singapore have consented to include enough of their respective holdings to make up 20% of fully diluted post-offer capital. From the date of the draft red herring prospectus until the applicable lock-in ends, they have agreed not to dispose of, sell, transfer, charge, pledge or otherwise encumber the shares counted as promoter contribution, except where permitted under the SEBI ICDR Regulations.

CEAQ Singapore’s scale makes the arrangement possible under the disclosed cap. Its 14,590,200 shares represented 25.47% of fully diluted pre-offer capital, exceeding the promoters’ combined 17.43% stake by 8.04 percentage points. However, the quantity it ultimately contributes must depend on the final post-offer capital and cannot exceed 10% of post-offer paid-up equity capital.

Does CEAQ Singapore become a Tonbo promoter by contributing shares?

CEAQ Singapore does not become a Tonbo promoter merely because it contributes PC Shortfall Shares. Tonbo states that CEAQ Singapore is not, and has not at any time been, identified as a promoter, and that its contribution will not cause it to be identified as one.

Tonbo separates the three named promoters from the shareholder supplying the regulatory shortfall. Arvind Kondangi Lakshmikumar held 4,968,400 shares, or 8.67%; Ankit Kumar held 3,036,700 shares, or 5.30%; and Cecilia D’Souza held 1,977,500 shares, or 3.45%. Together, those positions account for the disclosed 9,982,600 promoter shares and 17.43% pre-offer holding.

CEAQ Singapore’s 25.47% holding is larger than the aggregate promoter stake, but the prospectus categorises it as a selling shareholder rather than a promoter or promoter-group member. Vinimaya Advisory LLP is separately identified as a promoter-group member with 659,700 shares, or 1.15%. The classifications in the prospectus therefore distinguish ownership category from the shareholder’s role in supplying PC Shortfall Shares.

The company’s September 16, 2025 share subdivision also affects how historic share counts should be read. Tonbo subdivided 11,456,420 equity shares into 57,282,100 equity shares, a five-for-one change in share count. The relevant promoter and selling-shareholder percentages are disclosed after that subdivision and, where specified, on a fully diluted basis.

What lock-in restrictions apply to Tonbo’s shares after allotment?

Tonbo’s minimum promoters’ contribution, including eligible PC Shortfall Shares from CEAQ Singapore, will be locked in for 18 months from allotment. Equity shares held by promoters above the minimum promoters’ contribution will be locked in for six months from allotment under the framework disclosed under Regulations 14, 16 and 17 of the SEBI ICDR Regulations.

Most pre-offer capital held by persons other than promoters will also be locked in for six months from allotment. The stated exceptions include shares allotted under employee stock options before the offer, shares successfully transferred by selling shareholders in the offer for sale, and shares held by Yali Deeptech Fund I and Tenacity Ventures Fund I. Tonbo identifies the two funds as SEBI-registered alternative investment funds, or AIFs, eligible for the Regulation 17(c) exception.

Tonbo also describes a depository-based fallback where a six-month lock-in cannot be created in the usual form. On Tonbo’s instructions, the relevant depositories would record the affected shares as non-transferable for the required six-month period. Regulation 20 further requires the company to ensure that the details of locked-in shares are recorded by the relevant depository.

The company confirms that shares counted as promoter contribution will meet the stated eligibility conditions. The contribution does not include specified ineligible shares acquired during the preceding three years for non-cash consideration or certain bonus issues, nor shares acquired during the preceding year below the public-offer price. Tonbo also states that the contribution shares are not pledged or encumbered and that all promoter-held shares are in dematerialised form.

Conclusion

Tonbo’s disclosed ownership structure means its promoters cannot independently supply the 20% fully diluted post-offer capital required for minimum promoters’ contribution. Their 17.43% pre-offer stake is below that threshold, while CEAQ Singapore’s 25.47% position provides a permitted source of PC Shortfall Shares without changing its disclosed non-promoter status.

The next disclosure to watch is the prospectus-stage update to the blank PC Shortfall Shares fields. That update should state the number and percentage of shares CEAQ Singapore will contribute, subject to the disclosed 10% cap, and show the final division of the 20% locked-in contribution between Tonbo’s promoters and CEAQ Singapore.