Shree OSFM open offer seeks 26% worth Rs 24.43 crore in cash

Shree OSFM E-Mobility Limited announced on November 12, 2026 a mandatory cash open offer by Flywings Simulator Training Centre Limited for up to 40.05 lakh shares, or 26.00% of expanded voting capital, at Rs 61 each, carrying maximum consideration of Rs 24.43 crore.

What are Shree OSFM's open-offer terms?

Shree OSFM's open offer seeks up to 40.05 lakh fully paid equity shares at Rs 61 per share in cash, representing 26.00% of its expected expanded voting share capital. Full acceptance would require Flywings to pay Rs 24.43 crore, based on 40,04,884 shares, while each share has a face value of Rs 10.

The 26.00% offer size is measured against expected expanded voting share capital of 1.54 crore shares as of the tenth working day after the tendering period closes. The November 12, 2026 public announcement says the tendering dates are not yet disclosed and will be set out in subsequent offer documents.

The offer is available to public shareholders, excluding the existing promoters and promoter group, Flywings and persons deemed to be acting in concert with those parties. The announcement says registered and unregistered holders may participate before the tendering period expires, subject to the terms in the offer documents.

The Rs 61 offer price was determined under Regulations 8(1) and 8(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, or SEBI SAST Regulations, because Shree OSFM shares are described as frequently traded. The disclosed announcement provides no market-price comparison or valuation calculation for the Rs 61 price.

Why is Flywings making an open offer for Shree OSFM?

Flywings is making the mandatory offer because it agreed on November 12, 2026 to acquire 72 lakh Shree OSFM shares, equal to 46.74% of fully diluted paid-up equity capital, through a share purchase agreement, or SPA. The SPA consideration is Rs 43.92 crore in cash, also at Rs 61 per share.

The SPA triggers Regulations 3(1) and 4 of the SEBI SAST Regulations because it involves substantial voting rights and control of Shree OSFM. Flywings held no Shree OSFM shares before the transaction, so the planned SPA stake would move its ownership from nil to 46.74% before any shares are accepted in the open offer.

The four sellers are existing promoters and promoter-group members Ramnath Chandar Patil, Nitin Bhagirath Shanbhag, Manjushree Nitin Shanbhag and Sarita Anant Patil. Together, they are selling 72 lakh shares from a pre-SPA holding of 80.46 lakh shares, or 52.24%, and would retain 8.46 lakh shares, or 5.49%, after the SPA.

The Rs 43.92 crore SPA is larger than the Rs 24.43 crore maximum open-offer consideration because it covers 72 lakh shares rather than 40.05 lakh shares. Both transactions use the same Rs 61 cash price, but the SPA transfers the control block while the offer gives public shareholders a route to tender shares.

How will Shree OSFM ownership change after the transaction?

Flywings would hold 1.12 crore Shree OSFM shares, or 72.74%, if the 72 lakh-share SPA completes and the offer receives full acceptance. That outcome combines the 46.74% SPA stake with the maximum 26.00% that Flywings may acquire under the open offer.

Ramnath Chandar Patil would retain 4.20 lakh shares, or 2.73%, after selling 33 lakh shares under the SPA. Nitin Bhagirath Shanbhag would retain 4.26 lakh shares, or 2.76%, after selling 29 lakh shares, while Manjushree Nitin Shanbhag and Sarita Anant Patil would each sell their entire 5 lakh-share holdings.

The sellers intend to seek reclassification from promoter and promoter-group status to public status under Regulation 31A of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Shree OSFM must maintain at least 25% public shareholding under Regulation 38 and Rule 19A of the Securities Contracts Regulation Rules, 1957; Flywings says it will reduce non-public shareholding within the prescribed period if that limit is exceeded.

When will Shree OSFM shareholders receive the next offer details?

Shree OSFM shareholders are due to receive further information through a detailed public statement scheduled for publication on or before November 19, 2026, within five working days of the November 12 announcement. That document is expected to provide the offer timetable, statutory approvals, financial arrangements and additional terms.

The offer has no minimum acceptance condition under Regulation 19(1) of the SEBI SAST Regulations, so it is not dependent on a stated minimum number of shares being tendered. The announcement also says the offer is neither a competing offer under Regulation 20 nor an indirect acquisition.

The SPA may be completed before the open offer concludes, but only after 21 working days from publication of the detailed public statement and subject to the relevant conditions. For that earlier completion route, Flywings must deposit 100% of the maximum Rs 24.43 crore offer consideration in an escrow account.

Flywings states that it has adequate financial resources and firm financial arrangements to meet its obligations under the offer. Credora Partners Private Limited issued the November 12, 2026 public announcement as manager to the offer, and Flywings states it does not intend to delist Shree OSFM through the transaction.

Conclusion

The transaction would shift control of Shree OSFM through a Rs 43.92 crore SPA for 46.74% and a separate open offer worth up to Rs 24.43 crore for 26.00%. At full acceptance, Flywings would hold 72.74%, while the four promoter sellers' combined stake would fall from 52.24% to 5.49% before their proposed reclassification.

The next disclosed milestone is the detailed public statement due by November 19, 2026, which is expected to set out tendering dates, approvals and conditions. The subsequent process will also depend on satisfaction of SPA and offer conditions, the potential 100% escrow deposit of Rs 24.43 crore, and steps required to preserve at least 25% public shareholding.