Flywings Simulator Training Centre seeks Rs 73.200012 crore warrants

Flywings Simulator Training Centre Limited is seeking shareholder approval on November 27, 2026, for up to 29,87,760 preferential warrants at Rs 245 each, representing maximum consideration of Rs 73.200012 crore. Each warrant may be converted into one equity share within 18 months from allotment, subject to payment and regulatory conditions.

Flywings Simulator Training Centre has placed the proposal before shareholders as a special resolution at an Extraordinary General Meeting, or EGM, scheduled for 3:00 p.m. Indian Standard Time on November 27, 2026. The proposed recipients comprise one promoter and eight public-category allottees, while the warrants would be issued in dematerialised form.

What is Flywings Simulator Training Centre asking shareholders to approve?

Flywings Simulator Training Centre is asking shareholders to approve the preferential issue of up to 29,87,760 fully convertible warrants at Rs 245 per warrant, for maximum consideration of Rs 73.200012 crore. Each warrant would be convertible into, or exchangeable for, one fully paid equity share with a face value of Rs 10.

The Rs 245 issue price includes a premium of Rs 235 per equity share. Flywings Simulator Training Centre has set October 28, 2026, as the relevant date for determining the minimum warrant issue price, 30 days before the November 27, 2026 EGM where members will consider the proposal.

The special resolution would allow the board to create, offer and allot the warrants in one or more tranches. The notice does not state the intended use of proceeds, the current number of equity shares outstanding, or the post-conversion shareholding structure, so it does not quantify potential dilution from the 29,87,760 possible new shares.

The proposal cites Sections 42 and 62(1)(c) of the Companies Act, 2013, along with the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018. The proposed equity shares issued on warrant conversion would rank pari passu, including for dividends, with Flywings Simulator Training Centre’s existing fully paid equity shares.

Who would receive Flywings Simulator Training Centre’s proposed warrants?

Flywings Simulator Training Centre proposes to allot 10,20,409 warrants to promoter Rupal Sanjay Mandavia and 19,67,351 warrants to eight public-category allottees. The promoter allotment represents about 34% of the 29,87,760 proposed warrants, while public-category recipients would receive the remaining about 66%.

RAV Investments (through its Partners) is the largest proposed public-category recipient with 8,16,327 warrants, compared with 3,55,103 warrants each for Ramnath Chandar Patil and Nitin Bhagirath Shanbhag. Shinohub Growth Ventures LLP has the smallest proposed allocation at 12,245 warrants, and Rupal Sanjay Mandavia is the only promoter-category allottee identified in the notice.

At Rs 245 per warrant, Rupal Sanjay Mandavia’s proposed 10,20,409 warrants correspond to maximum consideration of Rs 25.0000205 crore if fully subscribed and exercised. The notice identifies each proposed recipient and warrant count, but it does not disclose the recipients’ existing holdings or their ownership percentages after potential conversion.

How much must Flywings Simulator Training Centre receive upfront?

Flywings Simulator Training Centre must receive at least 25% of the Rs 245 warrant issue price on or before warrant allotment. If all 29,87,760 warrants are allotted, the minimum upfront payment would be Rs 18.30003 crore, while the remaining 75%, or Rs 54.90009 crore, would be payable when holders exercise the warrants.

The proposed terms mean that the maximum Rs 73.200012 crore consideration depends on full exercise rather than becoming fully payable at allotment. Consideration for both warrants and the equity shares issued on exercise must be paid to Flywings Simulator Training Centre from the bank accounts of the proposed allottees.

Holders may exercise their warrants in one or more tranches during the 18 months from allotment. If a holder does not exercise within that period, the warrants would lapse and the amount paid would be forfeited by Flywings Simulator Training Centre.

The instruments do not give warrant holders voting rights before conversion. The resulting equity shares, however, would rank pari passu with the existing fully paid shares, while warrants and conversion shares would be subject to the lock-in period prescribed under the Securities and Exchange Board of India regulations.

When will Flywings Simulator Training Centre shareholders vote and what follows?

Flywings Simulator Training Centre shareholders will vote at the virtual EGM on Friday, November 27, 2026, at 3:00 p.m. Indian Standard Time. The remote e-voting window opens on November 24, 2026, at 9:00 a.m. and closes on November 26, 2026, at 5:00 p.m.

Only shareholders recorded as members or beneficial owners on the November 20, 2026 cut-off date may use remote e-voting or vote at the EGM, subject to the terms in the notice. The company has appointed Mayuri Sinha of Mayuri Sinha & Co., Practicing Company Secretaries, as scrutinizer for the remote e-voting and EGM voting process.

If the special resolution passes, Flywings Simulator Training Centre says it will issue and allot warrants in dematerialised form within 15 days of the resolution. If stock-exchange, regulatory-authority or central-government approval remains pending, allotment would instead be completed within 15 days of the last required approval or another period permitted by the relevant authority.

The scrutinizer is to submit a consolidated report within 48 hours of the EGM’s conclusion, after which the voting result will be declared and communicated to the stock exchange. The resolution would be deemed passed on November 27, 2026, provided it receives the required number of votes in favour.

Conclusion

Flywings Simulator Training Centre’s proposal could result in up to 29,87,760 new equity shares over an 18-month exercise period and maximum consideration of Rs 73.200012 crore. The structure requires at least Rs 18.30003 crore before allotment, while the remaining Rs 54.90009 crore is conditional on holders converting their warrants.

The next disclosed event is the November 27, 2026 EGM vote, followed by potential warrant allotment within the stated 15-day period if shareholders approve the resolution and required approvals are available. Thereafter, the key outstanding matter is the level of warrant exercise during the 18 months from allotment, because unexercised warrants will lapse and the initial amount paid will be forfeited.