Flywings Simulator Training Centre earmarks Rs 35 crore for debt

Flywings Simulator Training Centre Ltd. has proposed using Rs 35 crore of a potential Rs 73.20 crore preferential warrant issue to repay loans by September 30, 2028, subject to full warrant conversion. Flywings Simulator Training Centre has also set aside Rs 20 crore for potential acquisitions of unidentified targets in its industry or ancillary industries.

How will Flywings Simulator Training Centre use the warrant proceeds?

Flywings Simulator Training Centre proposes to use Rs 35 crore for repayment of loans taken to fund operational expenditure and acquisitions, making it the largest of three disclosed uses of the potential warrant proceeds. The allocation represents 47.81% of the Rs 73.20 crore total, which the company calculates on the assumption that all warrants are converted into equity shares.

The company has allocated Rs 20 crore for potential acquisitions of unidentified targets operating in the same industry or ancillary industries. Flywings Simulator Training Centre describes itself as an aviation-training infrastructure provider focused on Safety and Emergency Procedures training for cabin crew and cockpit crew, but it has not named targets, specified transaction values or disclosed acquisition milestones.

The remaining Rs 18.20 crore is intended for general corporate purposes. Loan repayment and acquisitions together account for Rs 55 crore, or 75.14% of the proposed proceeds, while all three categories carry the same tentative utilisation deadline of September 30, 2028.

What is Flywings Simulator Training Centre issuing?

Flywings Simulator Training Centre proposes to issue up to 29,87,760 fully convertible warrants at Rs 245 each on a preferential basis, raising up to Rs 73.20 crore if all are converted. The proposed recipients include persons and entities in the promoter and promoter group and public shareholding categories.

Each warrant gives the holder a right to subscribe to one equity share with a face value of Rs 10. Holders must pay 25% of the Rs 245 warrant price at subscription and allotment, while the other 75% is payable when the holder exercises the warrant for shares within the permitted period.

At the maximum issue size, the 25% initial payment equals Rs 18.30 crore and the 75% exercise payment equals Rs 54.90 crore. This staged structure means the full proposed proceeds will arise only if warrant holders pay the exercise amount and convert all 29,87,760 warrants.

The Rs 245 issue price is above the disclosed Rs 244.13 per-warrant floor price, which was based on the 10-trading-day volume-weighted average price and an independent valuer's report. It also exceeds the Rs 213.92 90-trading-day volume-weighted average price preceding the October 28, 2026 relevant date.

When could Flywings Simulator Training Centre receive the money?

Flywings Simulator Training Centre says preferential allotment should be completed within 15 days after shareholders pass the special resolution, unless regulatory approval is pending. Where an approval or permission is required, the 15-day period runs from receipt of that approval or permission.

The filing gives two dates for board consideration of the proposal: November 5, 2026 in the issue particulars and November 27, 2026 in the explanatory statement. Both references state that the proposal remains subject to shareholder approval and any other approvals required for the preferential issue.

Warrant holders may exercise their instruments in one or more tranches within 18 months of allotment. Accordingly, the September 30, 2028 utilisation date does not establish when the full Rs 73.20 crore will be received, because the final 75% payment depends on the timing and extent of exercise.

Until proceeds are used, the company intends to place them with scheduled commercial banks or temporarily invest in fixed deposits, government securities, money-market instruments, including money-market mutual funds, and other permitted instruments. The board or an authorised board committee would approve such interim deployment.

Will Flywings Simulator Training Centre's shareholding change?

If all warrants convert, Flywings Simulator Training Centre's equity share count would increase to 1,31,64,888 from 1,01,77,128, a rise of 29,87,760 shares. The pre-issue shareholding data is based on the October 30, 2026 BENPOS, or beneficiary position, date, while the post-issue figures assume full conversion.

Promoter shareholding would decline to 54.04% from 59.87%, although promoter shares would rise to 71,13,823 from 60,93,414. The change reflects 10,20,409 proposed warrants for Rupal Sanjay Mandavia, the promoter and managing director, alongside warrants proposed for public-category allottees.

Public shareholding is projected to rise to 45.96% from 40.13% on full conversion. Institutional investors would account for 10.07%, individuals 15.25%, bodies corporate 13.38%, and others, including Hindu Undivided Families, limited liability partnerships and non-resident Indians, 7.26%.

Flywings Simulator Training Centre states that the preferential issue and conversion would not change control or management, although voting rights would change with the shareholding pattern. It also notes that the post-issue structure may change if another corporate action occurs before conversion is completed.

Who would receive Flywings Simulator Training Centre warrants?

Flywings Simulator Training Centre has identified nine proposed allottees for the maximum 29,87,760 warrants. Rupal Sanjay Mandavia is proposed to receive 10,20,409 warrants, while RAV Investments, through its partners, is proposed to receive 8,16,327, the second-largest allocation.

Ramnath Chandar Patil and Nitin Bhagirath Shanbhag are each proposed to receive 3,55,103 warrants. The remaining proposed recipients are Gretex Industries Limited with 1,02,041 warrants, LC Ventures Debt Fund with 1,63,266, Wallfort Diversified Fund with 1,22,449, Fincos Technology Solutions Private Limited with 40,817, and Shinohub Growth Ventures LLP with 12,245.

On the fully diluted assumptions in the notice, Mandavia would hold 54.04% after conversion and RAV Investments would hold 6.20%. Patil and Shanbhag would each hold 2.70%, while LC Ventures Debt Fund would hold 1.24%.

The warrants and shares issued upon conversion will be subject to lock-in requirements under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements regulations. The company says any pre-preferential allotment holdings of the proposed allottees will also be locked in as those rules require.

Conclusion

Flywings Simulator Training Centre has provided an initial allocation plan for a potential Rs 73.20 crore warrant raise, with Rs 35 crore directed to loan repayment, Rs 20 crore to unspecified acquisitions and Rs 18.20 crore to general corporate purposes. The plan is conditional on full conversion of 29,87,760 warrants, so the timing and final amount of proceeds remain dependent on exercise by holders.

Next, shareholders must consider the special resolution, after which allotment is expected within the stated 15-day framework unless approvals are pending. Investors can also watch conversion activity during the 18-month exercise period and any disclosure on acquisition targets before the September 30, 2028 utilisation deadline.