Flywings Simulator Training Centre Ltd. promoter stake set at 54.04%

Flywings Simulator Training Centre Ltd.’s promoter holding is projected to fall from 59.87% to 54.04% after the full conversion of 29,87,760 warrants, although Managing Director Rupal Sanjay Mandavia would receive 10,20,409 warrants. The proposal would raise the fully diluted equity base from 1,01,77,128 shares to 1,31,64,888 shares.

Why would Flywings Simulator Training Centre’s promoter stake fall to 54.04%?

Flywings Simulator Training Centre’s promoter stake would fall to 54.04% because public-category allottees are proposed to receive 19,67,351 warrants, exceeding the 10,20,409 warrants allotted to the promoter. The proposed preferential issue covers up to 29,87,760 fully convertible warrants at Rs 245 each, subject to shareholder approval and other required approvals.

The promoter’s absolute shareholding would increase by 10,20,409 shares, from 60,93,414 to 71,13,823 shares, assuming full conversion. Yet the promoter percentage would decline by 5.83 percentage points because the overall share base would expand by 29,87,760 shares to 1,31,64,888 shares on the fully diluted basis used in the filing.

The pre-issue shareholding data are based on the beneficial position, or BENPOS, date of October 30, 2026. Flywings Simulator Training Centre states that the post-issue structure could change if another corporate action occurs before conversion, but its stated fully diluted illustration leaves promoter ownership above 50%.

What is Rupal Sanjay Mandavia subscribing for?

Rupal Sanjay Mandavia is proposed to subscribe for up to 10,20,409 fully convertible warrants at Rs 245 each, making her the only promoter, director, key managerial person or senior manager disclosed as intending to participate. The filing identifies her as both promoter and Managing Director of Flywings Simulator Training Centre.

Each warrant carries a right to subscribe to one equity share with a face value of Rs 10. Warrant holders must pay 25% of the issue price at subscription and allotment, while the remaining 75% is payable when they exercise the warrants and receive equity shares.

On full conversion, Mandavia’s shareholding would rise from 60,93,414 shares to 71,13,823 shares. That holding would represent 54.04% of the proposed fully diluted share capital of 1,31,64,888 shares, compared with her current 59.87% holding under the October 30, 2026 BENPOS position.

The filing records no separate ultimate beneficial owner for Mandavia because she is a natural person. It also says that, apart from Mandavia, no director, key managerial person or relative is concerned or interested financially or otherwise in the special resolution covering the proposed warrant issue.

How would public ownership change after the warrant conversion?

Public ownership would increase from 40.13% to 45.96% after full conversion because public allottees would receive 19,67,351 of the 29,87,760 proposed warrants. The public shareholding would rise from 40,83,714 shares to 60,51,065 shares, while promoter ownership would fall by 5.83 percentage points.

RAV Investments, through its partners, is the largest named public allottee, with 8,16,327 warrants and a projected post-conversion holding of 6.20%. Ramnath Chandar Patil and Nitin Bhagirath Shanbhag would each receive 3,55,103 warrants, resulting in a projected 2.70% holding each on the stated fully diluted capital.

The composition of public ownership would change across segments. Individuals would increase from 12.75% to 15.25%, while bodies corporate would decrease from 15.79% to 13.38%; institutional investors would move from 10.22% to 10.07%. The filing classifies all eight non-promoter proposed allottees as public before and after the issue.

What would Flywings Simulator Training Centre use the proceeds for?

Flywings Simulator Training Centre proposes to raise up to Rs 73.2001 crore if all 29,87,760 warrants convert, with Rs 35 crore earmarked for loan repayment. The loans cited were taken to meet operational-expenditure and acquisition funding requirements, and the company has given September 30, 2028 as the tentative utilisation date.

Potential acquisitions of unidentified targets in the same or ancillary industries account for Rs 20 crore of the proposed proceeds. General corporate purposes account for the remaining Rs 18.2001 crore, bringing the three disclosed uses to Rs 73.2001 crore on the assumption of 100% warrant conversion.

Until the funds are used, Flywings Simulator Training Centre says it may place proceeds with scheduled commercial banks, fixed deposits, government securities, money-market instruments, money-market mutual funds or other legally permitted instruments approved by the board or its authorised committee. The company says a monitoring agency is not required because the issue size does not exceed Rs 100 crore.

The Rs 245 warrant price is above the Rs 244.13 minimum price calculated under the Securities and Exchange Board of India, or SEBI, Issue of Capital and Disclosure Requirements regulations. The filing cites a 90-trading-day volume-weighted average price of Rs 213.92 and a 10-trading-day volume-weighted average price of Rs 244.13, using October 28, 2026 as the relevant date.

When can Flywings Simulator Training Centre allot and convert the warrants?

Flywings Simulator Training Centre says the preferential allotment is to be completed within 15 days of the special resolution, unless regulatory approval or permission remains pending. If an approval is pending, the stated 15-day period would run from the date on which that approval or permission is received.

The explanatory statement says the board approved the issue of up to 29,87,760 warrants on November 5, 2026, subject to member approval and other required approvals. The warrants can be exercised in one or more tranches within 18 months from their allotment date, with holders required to give written notice and pay the amount due for the warrants being exercised.

Flywings Simulator Training Centre would allot the corresponding equity shares in dematerialised form without seeking another shareholder approval once a warrant holder exercises the option. The warrants and shares issued on conversion would be subject to the lock-in period prescribed under Chapter V of the SEBI regulations.

The company states that the preferential issue and subsequent conversion would not change its control or management. Voting rights would change in line with the revised shareholding pattern, under which promoter ownership is shown at 54.04% and public ownership at 45.96% after full conversion.

Conclusion

The proposed warrant issue would increase Flywings Simulator Training Centre’s potential equity base by 29,87,760 shares and shift 5.83 percentage points of ownership from the promoter category to the public category. Mandavia would add 10,20,409 shares, but the larger allocation to public allottees means her projected holding declines from 59.87% to 54.04% on a fully diluted basis.

The next disclosed steps are shareholder approval, allotment within the applicable 15-day timeline and potential conversions over 18 months from allotment. Flywings Simulator Training Centre’s stated September 30, 2028 utilisation target also puts focus on the Rs 35 crore planned loan repayment and Rs 20 crore provision for as-yet unidentified acquisitions.