Flywings to acquire Shree OSFM stake for Rs 43.92 crore

Flywings Simulator Training Centre Limited has agreed to acquire 46.74% of Shree OSFM E-Mobility Limited for Rs 43.92 crore at Rs 61 a share, a deal approved on November 12, 2026 that would give Flywings control and trigger an open offer for up to 26% of expanded share capital.

What has Flywings agreed to acquire from Shree OSFM promoters?

Flywings has agreed to buy 72 lakh equity shares of Shree OSFM, equal to 46.74% of its existing share capital, from four promoter and promoter-group shareholders. The share purchase agreement was executed on November 12, 2026 after Flywings' board considered and approved the transaction at its meeting that day.

The named sellers are Ramnath Chandar Patil, Nitin Bhagirath Shanbhag, Manjushree Nitin Shanbhag and Sarita Anant Patil. Flywings said the acquisition does not fall within related-party transactions. Shree OSFM had paid-up capital of 1,54,03,400 fully paid equity shares with a face value of Rs 10 each, against authorised capital of Rs 20 crore.

The consideration is cash rather than a share swap. Flywings disclosed an aggregate acquisition cost of Rs 43.92 crore, based on 72 lakh shares at a mutually negotiated price of Rs 61 per share. Annexure A states that no governmental or regulatory approval is applicable, while completion is to occur after the open-offer process under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Why is Flywings making an open offer for Shree OSFM shares?

Flywings will make an open offer because the proposed acquisition of 46.74% would enable it to exercise control over Shree OSFM, according to its November 12, 2026 disclosure. The offer covers up to 40,04,884 equity shares, representing 26% of expanded share capital as defined in the public announcement, at Rs 61 per share.

The open-offer price matches the Rs 61 per-share price under the share purchase agreement. Flywings said the offer is being made under the takeover regulations, and identified Credora Partners Private Limited as the manager to the open offer on its behalf.

The filing does not state how many shares public shareholders will tender. It specifies only the maximum of 40,04,884 shares and says the acquisition will be completed after the open offer is completed in accordance with the takeover regulations. The 46.74% acquired stake is measured against existing share capital, while the 26% offer is measured against expanded share capital, so the percentages use different bases.

What business and turnover would Flywings bring under control?

Flywings would bring under control a transportation-services company that reported turnover of Rs 153 crore in the financial year ended March 31, 2026. Shree OSFM operates in vehicle rentals and employee transportation services in India, using a network of vehicle partners rather than owning a large fleet.

Shree OSFM's turnover rose across each of the three full financial years disclosed in the filing. Turnover increased by Rs 15 crore from Rs 138 crore in FY 24-25 to Rs 153 crore in FY 25-26, after increasing by Rs 20 crore from Rs 118 crore in FY 23-24.

For the financial period ended September 30, 2026, Shree OSFM reported turnover of Rs 76.92 crore. This is a partial-period figure rather than a full-year result, and therefore is not directly comparable with the FY 23-24, FY 24-25 and FY 25-26 figures. Shree OSFM was incorporated on December 28, 2006 and has a presence in India.

How would Flywings account for the Shree OSFM transaction?

Flywings said its 46.74% holding in Shree OSFM would enable it to exercise control and consolidate the target's financial statements. The stated impact is therefore consolidation after completion of the open offer, although the promoter-share acquisition itself is below 50% of Shree OSFM's existing share capital.

The November 12, 2026 filing does not disclose any projected turnover, profit, cost savings or integration timetable for the transportation-services business. Its indicated completion mechanism is the conclusion of the open offer under the 2011 takeover regulations, rather than a specific date or month.

Flywings also reported the allotment of 350 unlisted, secured, redeemable and fully paid non-convertible debentures on a private-placement basis. Each debenture has a face value of Rs 10 lakh, making the aggregate allotment Rs 35 crore; Flywings said the details had already been disclosed in its November 7, 2026 board-meeting outcome and did not state that the debentures would fund the Shree OSFM acquisition.

What are the principal terms of the Flywings transaction?

The principal promoter-share purchase terms are 72 lakh Shree OSFM shares, a 46.74% stake and Rs 43.92 crore of cash consideration at Rs 61 per share. The connected open offer is for up to 40,04,884 shares, or 26% of expanded share capital, at the same Rs 61 price.

The acquisition agreement names four sellers and characterises the payment as cash consideration. The disclosure also says Shree OSFM's FY 25-26 turnover was Rs 153 crore, placing the proposed control transaction in a business engaged in employee transportation and vehicle rentals rather than an unspecified operating segment.

Flywings' board meeting on November 12, 2026 began at 5:30 pm and concluded at 6:30 pm. Further details were stated to be available in the public announcement dated November 12, 2026, to be issued by Credora Partners on behalf of Flywings.

Conclusion

The proposed transaction would give Flywings a 46.74% stake in Shree OSFM for Rs 43.92 crore and, according to Flywings, the ability to exercise control and consolidate its financial statements. Shree OSFM reported Rs 153 crore of turnover in FY 25-26, up from Rs 138 crore in FY 24-25, while its partner-network model serves employee transportation and vehicle-rental activities in India.

The next disclosed step is the open offer for up to 40,04,884 shares at Rs 61 each, managed by Credora Partners. Flywings has not disclosed a completion date or the number of shares expected to be tendered, and says the acquisition will be completed after the open-offer process under the takeover regulations.