Tonbo CEAQ Sale Cut Combined Holding to 34.20% Before IPO

Tonbo disclosed that CEAQ India and CEAQ Singapore sold 5,911,200 equity shares for Rs 41.3784 crore in secondary transactions on September 29 and 30, 2026. At Rs 700 per share, the sales reduced the two shareholders’ combined pre-Offer holding from 44.51% one year earlier to 34.20% at the red herring prospectus date.

How large was Tonbo’s CEAQ pre-IPO share sale?

Tonbo’s CEAQ India and CEAQ Singapore sold 5,911,200 equity shares at Rs 700 each, producing a combined transaction value of Rs 41.3784 crore. CEAQ India transferred 5,166,400 shares for Rs 36.1648 crore, while CEAQ Singapore transferred 744,800 shares for Rs 5.2136 crore. Each share transferred had a face value of Rs 2.

The transactions were secondary transfers for cash, so the consideration was paid to CEAQ India and CEAQ Singapore rather than being proceeds from a fresh issue by Tonbo. CEAQ India accounted for 87.40% of the 5,911,200 shares sold, compared with 12.60% for CEAQ Singapore. CEAQ India completed its disclosed sales over September 29 and 30, 2026, while CEAQ Singapore sold 572,800 shares on September 29 and 172,000 shares on September 30.

The Rs 700 price was the highest price in Tonbo’s disclosed range of acquisition prices for equity shares transacted in the year preceding the red herring prospectus. Tonbo reported a weighted average acquisition cost of Rs 599.49 for all equity shares transacted in that one-year period, compared with Rs 67.51 over 18 months and Rs 119.05 over three years. These averages cover all relevant equity-share transactions, rather than only the September 2026 CEAQ sales.

Which buyers acquired Tonbo shares from CEAQ India and CEAQ Singapore?

Tonbo identified funds, an insurer, companies and an individual buyer in the CEAQ India transactions. Amansa Investments Ltd. acquired the largest disclosed block, purchasing 2,432,000 shares from CEAQ India on September 30, 2026 for Rs 17.024 crore. This block represented 47.07% of CEAQ India’s 5,166,400-share sale.

CEAQ India also transferred 572,800 shares each to Valuequest Founders Conviction LP and 360 ONE Multi Stage Defence and Space Fund, with each block valued at Rs 4.0096 crore. SBI Emergent India Fund bought 500,000 shares for Rs 3.5 crore, SBI Optimal Equity Fund bought 287,000 shares for Rs 2.009 crore, and HDFC Life Insurance Company Limited bought 229,000 shares for Rs 1.603 crore. Akash Manek Bhansali acquired 565,600 shares for Rs 3.9592 crore, while Samruddhi Investments acquired 7,200 shares for Rs 5.04 lakh.

CEAQ Singapore transferred 572,800 shares to Susquehanna Asia Technology Pty Limited on September 29, 2026 for Rs 4.0096 crore. It transferred a further 172,000 shares to Mabaram India Fund Limited on September 30 for Rs 1.204 crore. Tonbo’s shareholder-agreement disclosure also identifies Susquehanna Asia Technology Pty Limited and Mabaram India Fund Limited as parties to deeds of adherence dated September 25, 2026.

How did the CEAQ sale change Tonbo’s ownership concentration?

Tonbo’s CEAQ India and CEAQ Singapore held 19,588,300 equity shares, representing 34.20% of pre-Offer capital on a fully diluted basis, at the red herring prospectus date. CEAQ Singapore held 14,590,200 shares, or 25.47%, and CEAQ India held 4,998,100 shares, or 8.73%. The 57,282,100-share pre-Offer capital base used in the shareholding pattern makes the combined stake calculable at 34.20%.

One year before the red herring prospectus, CEAQ India held 10,164,500 shares, or 17.74%, while CEAQ Singapore held 15,335,000 shares, or 26.77%. Their combined holding was therefore 25,499,500 shares, or 44.51%. The 5,911,200-share reduction between the two dates matches the disclosed September 2026 secondary sales, and the combined percentage decreased by 10.31 percentage points.

The sale also coincided with Amansa Investments Ltd. appearing among Tonbo shareholders with at least a 1% stake. Amansa held 2,432,000 shares, or 4.25% of pre-Offer capital, at the red herring prospectus date, the same number it purchased from CEAQ India on September 30, 2026. The 15 shareholders with holdings of 1% or more collectively held 50,794,400 shares, or 88.67% of Tonbo’s pre-Offer capital.

What does CEAQ Singapore’s remaining holding mean for the Offer?

Tonbo disclosed that CEAQ Singapore would contribute shares towards a minimum promoters’ contribution shortfall because the promoters’ post-Offer holding would be below 20% of fully diluted post-Offer equity capital. Regulations 14 and 16 of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations, require 20% of fully diluted post-Offer capital to qualify as minimum promoters’ contribution and be locked in for 18 months from allotment.

CEAQ Singapore is not, and has never been, identified as a promoter of Tonbo, according to the prospectus. It provided consent through a letter dated December 20, 2025 to contribute shares to the shortfall, provided it holds at least 5% of post-Offer equity capital. The contribution cannot exceed 10% of post-Offer paid-up equity capital, but the number of shares was left blank for update at the prospectus stage.

Tonbo’s promoters held 9,982,600 shares, or 17.43% of fully diluted pre-Offer capital, at the red herring prospectus date. Tonbo stated that its promoters and CEAQ Singapore agreed not to dispose of, transfer, charge, pledge or otherwise encumber shares designated as promoters’ contribution from the draft red herring prospectus date until the applicable lock-in ends. The final lock-in quantity remains dependent on the prospectus-stage update.

Why does the Rs 700 transaction price need context?

The Rs 700 price was a private secondary-transfer price disclosed in Tonbo’s capital-structure section, rather than a stated public Offer price. Tonbo left price-band fields blank in the red herring prospectus and said that the cap-price multiple of weighted average acquisition cost would be updated once the price band was finalised. The September 2026 transfers therefore document recent prices between named sellers and buyers, but do not set the eventual public Offer price.

Tonbo reported that CEAQ India’s weighted average acquisition cost for its remaining 4,998,100 shares was nil, while CEAQ Singapore’s weighted average acquisition cost for its remaining 14,590,200 shares was Rs 0.27 per share. Tonbo explained that acquisition costs were adjusted for its June 30, 2025 bonus issue and its September 16, 2025 subdivision, which changed equity shares from a face value of Rs 10 to Rs 2 each.

Conclusion

Tonbo’s September 2026 secondary transfers moved 5,911,200 shares, valued at Rs 41.3784 crore at Rs 700 each, from CEAQ India and CEAQ Singapore to named buyers. The disclosed sales explain the decline in the two shareholders’ combined stake from 44.51% one year before the red herring prospectus to 34.20% at that date, while CEAQ Singapore retained 25.47%.

The next ownership update will be the final number of CEAQ Singapore shares designated for the minimum promoters’ contribution shortfall. Tonbo has disclosed the December 20, 2025 consent letter, the 18-month lock-in mechanism and the 10% maximum contribution to post-Offer capital, but the exact lock-in quantity remains subject to the prospectus-stage update.