Shree OSFM control transfer is agreed for Rs 43.92 crore

Shree OSFM E-Mobility Limited has agreed to transfer 46.74% of its equity capital and control to Flywings Simulator Training Centre Limited for Rs 43.92 crore under a November 12, 2026 agreement, triggering a cash open offer for up to 26.00% of its expanded voting share capital at Rs 61 a share.

What control stake is Flywings buying in Shree OSFM?

Flywings will acquire 72,00,000 Shree OSFM equity shares, representing 46.74% of fully diluted paid-up equity capital, for Rs 43.92 crore in cash. The direct acquisition is under a Share Purchase Agreement (SPA) dated November 12, 2026, between Flywings and the existing promoters and promoter group.

The SPA price is Rs 61 for each equity share of face value Rs 10. Flywings had no Shree OSFM shares before the announcement and disclosed no interest or relationship with Shree OSFM other than the SPA, which is the stated mechanism through which it will become promoter and obtain control.

The acquisition has triggered the mandatory offer requirements under Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Those provisions apply because the transaction involves both substantial voting rights and control, rather than only a transfer of shares.

How does Shree OSFM's Rs 61 open offer work?

Flywings is offering to acquire up to 40,04,884 Shree OSFM shares, equal to 26.00% of expanded voting share capital, at Rs 61 per share in cash. If all the shares sought are validly tendered and accepted, the maximum consideration payable to public shareholders will be Rs 24.4297924 crore.

The offer is not conditional on a minimum level of acceptance. The public announcement therefore does not set a minimum quantity of shares that public shareholders must tender for the offer to proceed, although acceptances remain subject to the terms in the offer documents.

Shree OSFM's expected expanded voting share capital is 1,54,03,400 fully paid shares with a face value of Rs 10 each, aggregating to Rs 15.4034 crore. Under the takeover rules, this measure takes account of contemplated changes in outstanding shares up to the tenth working day after the tendering period closes.

The Rs 61 open-offer price matches the price in the SPA for the 72,00,000-share control block. The announcement says Shree OSFM shares are frequently traded and that the offer price was set using the prescribed parameters, but it does not disclose the individual price-calculation inputs.

Which Shree OSFM promoters are selling and retaining shares?

The existing promoter group is selling 72,00,000 of its 80,46,000 Shree OSFM shares, reducing its combined holding from 52.24% to 5.49%. Ramnath Chandar Patil and Nitin Bhagirath Shanbhag will retain the entire residual holding of 8,46,000 shares after the SPA.

Ramnath Chandar Patil will retain 4,20,000 shares, or 2.73%, after selling 33,00,000 shares. Nitin Bhagirath Shanbhag will retain 4,26,000 shares, or 2.76%, after selling 29,00,000 shares, while the other two promoter-group sellers will each sell their full 5,00,000-share holdings.

The sellers intend to seek reclassification from promoter and promoter-group status to the public category under Regulation 31A of the listing regulations. That change is subject to the conditions in that regulation and is not presented as automatic upon completion of the November 12, 2026 SPA.

Will Shree OSFM remain listed after the control transfer?

Shree OSFM is intended to remain listed after the transaction because Flywings has stated that it does not intend to delist the company through the open offer. Shree OSFM shares are listed on the National Stock Exchange of India Limited under the symbol SHREEOSFM.

The listing rules require Shree OSFM to maintain at least 25% public shareholding on a continuous basis. On the announcement's full-acceptance assumption, Flywings would own 1,12,04,884 shares, or 72.74%, while the sellers would hold 8,46,000 shares, or 5.49%, pending their proposed reclassification.

If non-public shareholding exceeds the maximum permitted limit after the SPA and offer, Flywings must reduce it within the period specified under the Securities Contracts (Regulation) Rules, 1957. The announcement identifies this as a possible compliance requirement based on final tendering and shareholder classification outcomes.

What are the next disclosed steps for Shree OSFM?

The detailed public statement is due on or before November 19, 2026, within five working days of the November 12 public announcement. It is expected to give additional information on the offer price, Flywings, Shree OSFM, statutory approvals, financing arrangements and offer terms.

The SPA and open offer remain subject to conditions to be described in the public announcement and detailed public statement. The SPA may close before the open offer concludes, but only after 21 working days from publication of the detailed public statement and after Flywings deposits 100% of the maximum Rs 24.4297924 crore offer consideration into escrow.

Flywings has stated that it has adequate financial resources and firm financial arrangements for the offer shares. The announcement also describes the transaction as a direct acquisition, rather than an indirect or competing offer.

Conclusion

The November 12, 2026 transaction would shift control of Shree OSFM from its existing promoter group to Flywings through a Rs 43.92 crore purchase of 46.74% equity capital. The associated Rs 61-per-share offer could increase Flywings' holding to 72.74%, while the outgoing promoters would retain 5.49% before their proposed reclassification.

The next disclosed milestone is the detailed public statement due by November 19, 2026, which is expected to clarify approvals, financial arrangements and transaction conditions. The completion schedule will also depend on the 21-working-day route for an earlier SPA closing, escrow funding and the eventual level of tendered shares.