Shree OSFM deal would give Flywings 46.74% stake and control

Shree OSFM E-Mobility Limited disclosed on November 13, 2026 that its promoters and promoter-group members agreed to sell up to 72 lakh shares, equal to 46.74% of share capital, to Flywings Simulator Training Centre Limited under a November 12 agreement that would give the buyer control, subject to approvals and conditions.

Who is buying control of Shree OSFM?

Flywings Simulator Training Centre Limited is the purchaser under the Share Purchase Agreement, or SPA, dated November 12, 2026. Shree OSFM said it was not itself a party to the SPA, while the buyer was not related to Shree OSFM and had nil shareholding in the company when the proposed transaction was disclosed on November 13, 2026.

The sellers are promoters Ramnath Chandar Patil and Nitin Bhagirath Shanbhag, along with promoter-group members Manjushree Nitin Shanbhag and Sarita Anant Patil. The filing identifies Ramnath Chandar Patil and Sarita Anant Patil as relatives, and also identifies Nitin Bhagirath Shanbhag and Manjushree Nitin Shanbhag as relatives. It classifies the 46.74% proposed transaction as not being a related-party transaction.

The SPA provides for the transfer of up to 72 lakh existing equity shares, constituting 46.74% of Shree OSFM’s share capital. The filing says no new Shree OSFM shares will be issued to Flywings Simulator Training Centre Limited, so the proposed acquisition is entirely through promoter and promoter-group holdings rather than an equity issue by the company.

How is Shree OSFM's 46.74% sale split among sellers?

Ramnath Chandar Patil is selling the largest block, comprising 33 lakh shares or 21.42% of Shree OSFM’s share capital. His November 13, 2026 disclosure states that he expects to retain 4.20 lakh shares, equivalent to 2.73%, after the proposed transaction is completed.

Nitin Bhagirath Shanbhag is selling 29 lakh shares, or 18.83%, and expects to retain 4.26 lakh shares, or 2.76%, after the transaction. His sale block is 2.59 percentage points smaller than Ramnath Chandar Patil’s 21.42% block, while his stated remaining stake is 0.03 percentage points higher than the other promoter’s 2.73% holding.

Manjushree Nitin Shanbhag and Sarita Anant Patil are each selling 5 lakh shares, representing 3.25% of Shree OSFM. Both disclosed nil post-transaction holdings. Their combined 10 lakh-share sale represents 6.50%, compared with 62 lakh shares, or 40.25%, being transferred by the two promoters.

Why does Flywings Simulator Training Centre Limited have to make an open offer?

Flywings Simulator Training Centre Limited must make a mandatory tender offer to Shree OSFM’s public shareholders because the SPA would result in the acquisition of 46.74% and control. The obligation arises under Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, referred to in the disclosure as the SEBI SAST Regulations.

The November 13 filing does not state the open-offer price, the number of public shares to be sought, or an offer timetable. It says the buyer’s acquisition of control is subject to compliance with the SEBI SAST Regulations, meaning the open offer is a required part of the proposed control transaction rather than a completed event.

Shree OSFM also did not disclose an aggregate ownership level that Flywings Simulator Training Centre Limited may hold after the open offer. The filing confirms only that the buyer had nil holding before the SPA and is set to acquire up to 72 lakh shares, or 46.74%, from the existing promoter and promoter-group sellers.

What must happen before Shree OSFM control changes hands?

The control transfer remains conditional on applicable statutory and regulatory approvals and customary conditions precedent. The November 12, 2026 SPA is therefore an agreement for a proposed transaction, not confirmation that the 72 lakh-share transfer or change in control has already closed.

The SPA includes provisions on representations, warranties and indemnities, but Shree OSFM did not disclose their duration, financial limits or detailed conditions. Its annexure dated November 13, 2026 also records no applicable details for board nominees, potential conflicts of interest, or restrictions and liabilities imposed on the listed entity.

The announced structure places the agreement between the four sellers and Flywings Simulator Training Centre Limited, while Shree OSFM is not a signatory. The company’s stated role in the filing is as the listed entity whose 46.74% promoter and promoter-group holding would be transferred, subject to the stated approvals, conditions and takeover-regulation compliance.

Conclusion

The proposed transaction would give Flywings Simulator Training Centre Limited a 46.74% stake and control of Shree OSFM through the purchase of up to 72 lakh existing shares. Ramnath Chandar Patil and Nitin Bhagirath Shanbhag account for 62 lakh of those shares, while Manjushree Nitin Shanbhag and Sarita Anant Patil would each exit their disclosed holdings through 5 lakh-share sales.

The next disclosed steps are receipt of applicable approvals, satisfaction of customary conditions precedent and the mandatory open-offer process under the SEBI SAST Regulations. The November 13, 2026 filing leaves the offer price, number of shares sought in the offer, completion date and any post-offer ownership level unresolved.