Flywings Simulator Training Centre Ltd IPO

The IPO opens on 05 Dec 2025 & closes on 09 Dec 2025.

Flywings Simulator Training Centre Limited was originally incorporated on June 16, 2011 as a Private Limited Company in the name and style of 'Flywings Simulator Training Centre Private Limited' with the Registrar of Companies, Maharashtra Mumbai. Subsequently, the Company status was converted from a Private Limited to Public Limited and Company name changed to 'Flywings Simulator Training Centre Limited'. A fresh Certificate of Incorporation consequent to conversion was issued on May 28, 2024 by the Registrar of Companies, Central Processing Centre. The Company launched its operations in 2015. The Company is an Aviation Training Centre located in Gurgaon, which specialize in providing comprehensive training services for commercial aircraft operations. These services encompass critical areas including Generic Aviation, In-flight Services, Basic First Aid, Inter-Department Coordination, Voice & Accent Training, In-flight Procedures, Personality Development, Passenger Handling, Grooming Standards, Safety Emergency Procedures, Door Operations, Emergency Evacuation, In-flight Fire Fighting, and Ditching Drills. Operating out of Gurgaon, they proudly serve an esteemed clientele featuring all A-rated domestic airlines such as Vistara, IndiGo, SpiceJet, and Air India also International Airlines such as Himalaya Airlines, Nepal Airline Corporation, WOW Air and Ariana Afghan. Apart from these, their training programs are designed to ensure the highest standards of safety, efficiency, and professionalism in the aviation industry. The Company provide Safety and Emergency Procedures training for Cabin Crew. The quality of Training depends on the right combination of Training Devices, Experienced Training Faculty, Industry Experts and Infrastructure of the Training Centre. The aviation facility has trained over 20,000+ cabin crew members from leading airlines such as IndiGo, Spice Jet, Vistara, Air Asia, GoAir, Himalaya Airlines, Nepal Airline Corporation, Ariana Afghan, WOW Air, and various Non-Scheduled Operators. In-Flight Fire Detection and Fighting courses train personnel to promptly identify and manage fire hazards. In fact, they offer extensive training on Ditching Drill, including the use of Survival Kits and Life Vests, as well as Basic First Aid to address immediate health concerns during flights. The Company is planning a Public Issue upto 30,33,000 Fresh Issue Equity Shares.

Flywings Simulator Training Centre Ltd IPO will close on 09 Dec 2025.

<ul><li>Simulator Infrastructure Aligned with Majority of Indian Fleet Types.</li><li>Recurring Revenue Streams Supported by High Switching Costs.</li><li>Regulatory Compliance Model That Enables Operational Flexibility.</li><li>Strategic Location with Significant Entry Barrier Advantages.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Rupal Sanjay Mandavia</td> <td>6567414</td> <td>85.69</td> <td>6093414</td> <td>59.87</td> </tr> <tr> <td>2</td> <td>Mitul Natvarlal Mandavia</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> </tbody> </table>

<ul><li>A criminal proceeding has been initiated against its Group Company in which one of the company Promoters is a former direct; any adverse outcome may impact the Company's reputation and operations.</li><li>There are outstanding legal proceedings involving our Company, Promoter, Directors. Any adverse decision in such proceeding may have a material adverse effect on our business, results of operations and financial condition.</li><li>There is a criminal litigation against our Group company Big Charter Private Limited (BCPL) in which our company's promoter and managing director Ms. Rupal Sanjay Mandavia was a director. If this case is decided against our group company, it will cause loss of reputation of the Company and that may affect our business, operations and financial conditions.</li><li>We are heavily dependent on our equipment's for our operations. Any break-down of our equipment will have a significant impact on our business, financial results and growth prospects.</li><li>Our business is geographically located in one area, Gurgaon. Any loss or shutdown of operations at any of our facilities may have an adverse effect on our business and results of operations.</li><li>The foundation of our business lies in the contractual agreements we establish. Many of our client contracts can be terminated with or without cause by providing notice and without termination-related penalties.</li><li>We could become liable to customers, suffer adverse publicity and incur substantial costs as a result of defects in our services, which in turn could adversely affect the value of our brand, and our services could be diminished if we are associated with negative publicity.</li><li>One of the Object of the issue is to acquire the south African company Skyhawk Aviation (Pty) Limited. There may be inherent uncertainties and risk associated with this acquisition.</li><li>We may fail to realise targeted synergies or other anticipated benefits from the acquisition of Skyhawk Aviation (Pty) Limited.</li><li>We derive a majority portion of our revenue from operations from our top 10 customers, contributing 100% revenue from operations for the financial year ended on March 31, 2024. Loss of one or more of these customers or a reduction in the amount of business we obtain from them could have an adverse effect on our business, results of operations, financial condition and cash flows. Further, we do not have long-term agreements with any our customers.</li><li>We have significant power requirements for continuous running of our training facilities. Any disruption to our operations on account of interruption in power supply or any irregular or significant hike in power tariffs may have an effect on our business, results of operations and financial condition.</li><li>Our success depends in large part upon our qualified personnel, including our senior management, directors and key personnel and our ability to attract and retain them when necessary.</li><li>Our directors of the company had been disqualified from the appointment as a Director for non-compliance with the provisions of the Companies Act 2013.</li><li>The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is not Statutory Auditor of our Company.</li><li>There are certain discrepancies / errors noticed in some of our corporate records relating to forms filed with the Registrar of Companies and other provisions of Companies Act, 1956 / 2013. Any penalty or action taken by any regulatory authorizes in future for non-compliance with provisions of corporate and other law could impact the financial position of the Company to that extent.</li><li>Our company has been in non-compliance of certain provisions of Companies Act, 2013, for which an application for adjudication has been filed with the Registrar of Companies.</li><li>Our Company has a negative cash flow in its investing activities in the financial year ending on March 31, 2024 and March 31, 2023; in its Financing Activities in for the financial year ended on March 31, 2023 and March 31, 2022 details of which are given below. Sustained negative cash flow could impact our growth and business.</li><li>Our Promoter plays a key role in our functioning and we heavily rely on their knowledge and experience in operating our business and therefore, it is critical for our business that our promoter remain associated with us.</li><li>The Company is yet to place orders for 100% of the Equipment for our proposed object, as specified in the Objects of the Issue. Any delay in placing orders, procurement of plant & machineries may delay our implementation schedule and may also lead to increase in price of these plant & machineries, further affecting our revenue and profitability.</li><li>Our Company had not made any provision for gratuity in the past.</li><li>Our business is highly dependent on technology and any disruption or failure of our technology systems may affect our operations.</li><li>If we are not able to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate our business it may have an adverse effect on our business.</li><li>Certain Agreements, deeds or licenses may be in the previous name of the company.</li><li>Our Company's logo "FLY WINGS SIMULATORS" is not registered but it is in the process of Registration with Registrar of Trademark; any infringement of our brand name or failure to get it registered may adversely affect our business.</li><li>Our company has made defaults in GST reporting in past.</li><li>General economic and market conditions in India and globally could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects.</li><li>Any increase in interest rates would have an adverse effect on our results of operations and will expose our Company to interest rate risks.</li><li>Major fraud lapses of internal control or system failures could adversely impact the company's business.</li><li>We continue to explore the diversification of our business and the implementation of new services. These diversifications and our other strategic initiatives may not be successful, which may adversely affect our business and results of operations.</li><li>We depend on our relationships with our clients and other industry participants to source projects.</li><li>We face intense competition in our businesses, which may limit our growth and prospects. Our Company faces significant competition from other companies in Aviation Training field.</li><li>Further any defaults or delays in payment by a significant portion of our customers, may have an adverse effect on cash flows, results of operations and financial condition.</li><li>Our inability to manage growth could disrupt our business and reduce our profitability. We propose to expand our business activities in coming financial years.</li><li>If we are unable to source business opportunities effectively, we may not achieve our financial objectives.</li><li>Brand recognition is important to the success of our business, and our inability to build and maintain our brand name will harm our business, financial condition and results of operation.</li><li>Employee fraud or misconduct could harm us by impairing our ability to attract and retain clients and subject us to significant legal liability and reputational harm.</li><li>The average cost of acquisition of Equity Shares by our Promoter is lower than the issue price.</li><li>We have entered into related party transactions in the past and may continue to do so in the future.</li><li>Our Promoter will continue to retain majority control over the Company after the Issue, which will allow them to influence the outcome of matters submitted to shareholders for approval.</li><li>Our operating expenses include overheads that may remain fixed in the medium term. In case there is any decline in our operating performance, we may be unable to reduce such expenses.</li><li>Our insurance coverage may not adequately protect us against losses, and successful claims against us that exceed our insurance coverage could harm our results of operations and diminish our financial position.</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Any future acquisitions, joint ventures, partnerships, strategic alliances, tie-ups or investments could fail to achieve expected synergies and may disrupt our business and harm the results of operations and our financial condition.</li><li>Our future funds requirements, in the form of fresh issue of capital or securities and / or loans taken by us, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.</li><li>Our lenders have imposed certain restrictive conditions on us under our financing arrangements. Under our financing arrangements, we are required to obtain the prior, written lender consent for, among other matters, changes in our capital structure, and formulation of a scheme of amalgamation or reconstruction and entering into any other borrowing arrangement. Further, we are required to maintain certain financial ratios.</li><li>Some of the KMPs is associated with our company for less than one year.</li><li>Some of the KMPs is associated with our company for less than one year.</li><li>Excessive reliance on our information technology systems and their failure could harm our relationship with clients, expose us to lawsuits or administrative sanctions or otherwise adversely affect our provision of service to customers and our internal operation.</li><li>The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of Our Company.</li><li>Negative publicity could adversely affect our revenue model and profitability.</li><li>Industry information included in this Draft Red Herring Prospectus has been derived from industry reports commissioned by us for such purpose. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.</li><li>The requirements of being a public listed company may strain our resources and impose additional requirements.</li><li>There are restrictions on daily / weekly / monthly movements in the price of the Equity Shares, which may adversely affect a shareholders' ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.</li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Issue until the Issue receives appropriate trading permissions.</li><li>The Issue price of our Equity Shares may not be indicative of the market price of our Equity shares after the issue.</li><li>Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect the Trading price of the Equity Shares.</li><li>The company heavily reliant on its training facilities and equipments for cabin and cockpit crew training. Any malfunction or breakdown of such equipments may materially affect its operations, financial performance, and future growth prospects.</li><li>Its heavily reliant on training agreements with multiple Airlines. Many of the company client agreements may be terminated with or without cause by providing notice and without termination-related penalties.</li><li>The Company has a negative cash flow in its investing activities in financial year ending on March 31, 2025, 2024 and 2023 and in its Financing Activities in for the three months period ended June 30, 2025 and the financial year ended on March 31, 2023. Sustained negative cash flow could impact its growth and business.</li><li>Its directors of the company has been disqualified from the appointment as a Director for non-compliance with the provisions of Section 164 of The Companies Act 2013.</li><li>Its business operations are geographically concentrated in Gurgaon and Dwarka. Any disruption or adverse development in these regions may has a material adverse effect on its business, financial condition, and results of operations.</li><li>Its derive a majority portion of the company revenue from operations from our top 10 customers, contributing 96.56% revenue from operations for the three months period ended on June 30, 2025 and 89.98%, 94.37% and 93.18% for the financial year ended March 31, 2025, 2024 and 2023 respectively. Loss of one or more of these customers or a reduction in the amount of business we obtain from them could has an adverse effect on its business, results of operations, financial condition and cash flows.</li><li>Any Potential Regulatory Changes or revision in the provisions governing Third-Party SEP Training Infrastructure changes may lead to reduced demand from airline clients, termination or non-renewal of training partnerships, or the need for additional investment to meet revised infrastructure norms.</li><li>The Company has, in the past, recognized certain amounts under the heads "Bad debts," "Balance written off," and "Miscellaneous Expenses" as part of Other Expenses in the Statement of Profit and Loss. Any significant increase in such expenses may adversely affect its financial performance, operating margins, and overall profitability.</li><li>The company success depends in large part upon its qualified personnel, including our senior management, directors and key personnel and its ability to attract and retain them when necessary.</li><li>There are certain discrepancies errors noticed in some of the company corporate records relating to forms filed with the Registrar of Companies and other provisions of Companies Act, 1956 2013. Any penalty or action taken by any regulatory authorizes in future for non-compliance with provisions of corporate and other law could impact the financial position of the Company to that extent.</li><li>Its does not own the premises at which its registered office and the company training facility is located and the same are on lease arrangement. Any termination of such lease/license and/or non-renewal thereof and attachment by Property Owner may affect its operations.</li><li>The Restated Financial Statements has been provided by Peer Reviewed Chartered Accountants who is not Statutory Auditor of the Company.</li><li>The company has certain litigation's involving the Company, for which case papers are not currently available which could affect its ability to evaluate contingent liabilities and may result in unforeseen financial or legal obligations.</li><li>There are outstanding legal proceedings involving the Company, Promoter, Directors. Any adverse decision in such proceeding may have a material adverse effect on its business, results of operations and financial condition.</li><li>Dependence on uninterrupted operation of its training center is critical to the company business and revenue model, and any suspension, disruption, or termination of this facility may has a material adverse impact on its operations, reputation, and financial results.</li><li>The company business is indirectly dependent on approvals granted by DGCA to airline operators, and any adverse findings or delays in such approvals may materially affect its ability to provide training services and impact the company revenues.</li><li>The Company is yet to place orders of the Equipment for our proposed object, as specified in the Objects of the Issue. Any delay in placing orders, procurement of plant & machinery may delay its implementation schedule and may also lead to increase in price of these plant & machinery, further affecting its revenue and profitability.</li><li>Its Promoter plays a key role in the company functioning and Its heavily rely on their knowledge and experience in operating its business and therefore, it is critical for the company business that its promoter remain associated with it.</li><li>Its business depends on the accuracy, confidentiality, and reliability of training records and operational systems, and any breach, error, or system failure may result in reputational harm, regulatory exposure, and adverse financial impact.</li><li>The company has not entered into any non-compete agreements with its Promoters, Directors, or Key Managerial Personnel, which may result in potential conflicts of interest in the future.</li><li>The company business is dependent on the aviation training sector, and any adverse developments in the aviation industry or regulatory environment could materially impact its operations and financial performance.</li><li>The company Peer Review Auditor has included an Emphasis of Matter paragraph in their examination report on the restated financial information.</li><li>The company business operations and future growth are significantly dependent on the availability of qualified and experienced personnel, particularly its trainers, technical staff, and support teams. The aviation training industry is highly specialized and requires skilled professionals with technical expertise and regulatory knowledge.</li><li>The Company is yet to place orders for the equipment's to be purchased from Net Proceeds. Any delay in placing orders or procurement of such equipment may delay the schedule of implementation and possibly increase the cost of commencing operations.</li><li>The Company has undertaken material acquisitions of Fly wings Drone Training Private Limited and Ambitions Flying Club Private Limited in the past, which may involve risks and uncertainties related to integration, financial reporting, and potential liabilities.</li><li>Frequent technological upgrades in aircraft systems may render its simulators outdated, requiring significant capital expenditure for up gradation or replacement, which may adversely impact the company financial position.</li><li>Any future outbreak of pandemic or similar public health emergency may adversely impact airline hiring and reduce demand for training, resulting in a decline in its revenues and profitability.</li><li>Entry of international training providers or expansion of existing global players into the Indian market could erode Its market share and put pressure on the company pricing and margins.</li><li>Its growth is closely linked to government initiatives in the aviation sector and expansion plans of airlines; any adverse policy changes or delays in airline hiring may negatively affect the company business prospects.</li><li>The company business is highly dependent on technology and any disruption or failure of its technology systems may affect the company operations.</li><li>Past instances of strike-off of certain Promoter Group companies by the MCA, though unrelated to its business, may be viewed unfavorably by regulators or stakeholders and could adversely affect the company reputation Certain group companies of its Promoter has in the past been compulsorily struck off by the Ministry of corporate Affairs ("MCA").</li><li>We have entered into related party transactions in the past and may continue to do so in the future.</li><li>Exchange rate fluctuations may adversely affect our business, financial conditions, cash flows and results of operations.</li><li>Our business is operating under various laws which require us to obtain approvals from the concerned statutory/regulatory authorities in the ordinary course of business and our inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals for our business operations could materially and adversely affect our business, prospects, results of operations and financial condition.</li><li>Our company has recorded higher growth in Revenue and High PAT Margins in past which may not recur or scale similarly in the future.</li><li>Lack of Qualified Chartered Engineers to Certify Our Infrastructure May Lead to Operational and Financial Challenges.</li><li>Unsecured Loans availed by our associate and subsidiary, which are repayable on demand, may adversely impact our financial stability.</li><li>The objects of the Offer have not been appraised by any bank or financial institution and we cannot assure you that the objects of the Offer will be achieved within the expected time frame, or at all, and any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>Our Company's logo FLYWINGS SIMULATORS is not registered but it is in the process of Registration with Registrar of Trademark; any infringement of our brand name or failure to get it registered may adversely affect our business.</li><li>There have been some instances of delays in the filing of statutory and regulatory dues in the past with the various government authorities.</li><li>We continue to explore the diversification of our business and the implementation of new services. These diversifications and our other strategic initiatives may not be successful, which may adversely affect our business and results of operations.</li><li>We depend on our relationships with our clients and other industry participants to source projects.</li><li>Further any defaults or delays in payment by a significant portion of our customers, may have an adverse effect on cash flows, results of operations and financial condition.</li><li>Our inability to manage growth could disrupt our business and reduce our profitability. We propose to expand our business activities in coming financial years.</li><li>Brand recognition is important to the success of our business, and our inability to build and maintain our brand name will harm our business, financial condition and results of operation.</li><li>Employee fraud or misconduct could harm us by impairing our ability to attract and retain clients and subject us to significant legal liability and reputational harm.</li><li>The average cost of acquisition of Equity Shares by our Promoter may be lower than the Offer Price.</li><li>Our Promoters will continue to retain majority control over the Company after the Issue, which will allow them to influence the outcome of matters submitted to shareholders for approval.</li><li>Our Company will not receive any proceeds from the Offer for Sale.</li><li>Our operating expenses include overheads that may remain fixed in the medium term. In case there is any decline in our operating performance, we may be unable to reduce such expenses.</li><li>Our insurance coverage may not adequately protect us against losses, and successful claims against us that exceed our insurance coverage could harm our results of operations and diminish our financial position.</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Any future acquisitions, joint ventures, partnerships, strategic alliances, tie-ups or investments could fail to achieve expected synergies and may disrupt our business and harm the results of operations and our financial condition.</li><li>Any increase in interest rates would have an adverse effect on our results of operations and will expose our Company to interest rate risks.</li><li>Our lenders have imposed certain restrictive conditions on us under our financing arrangements. Under our financing arrangements, we are required to obtain the prior, written lender consent for, among other matters, changes in our capital structure, and formulation of a scheme of amalgamation or reconstruction and entering into any other borrowing arrangement. Further, we are required to maintain certain financial ratios.</li><li>Some of the KMPs is associated with our company for less than one year.</li><li>The deployment of funds raised through this Issue may not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of Our Company.</li><li>Industry information included in this Red Herring Prospectus has been derived from industry reports commissioned by us for such purpose. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.</li><li>The requirements of being a public listed company may strain our resources and impose additional requirements.</li><li>There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all.</li><li>There are restrictions on daily / weekly / monthly movements in the price of the Equity Shares, which may adversely affect a shareholders' ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.</li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Issue until the Issue receives appropriate trading permissions.</li><li>The Offer Price of our Equity Shares may not be indicative of the market price of our Equity shares after the issue.</li><li>Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect the Trading price of the Equity Shares.</li></ul>

The Issue type of Flywings Simulator Training Centre Ltd is Book Building - SME.

The minimum application for shares of Flywings Simulator Training Centre Ltd is 1200.

The total shares issue of Flywings Simulator Training Centre Ltd is 2986800.

Initial public offer of up to 29,86,800 equity shares of face value of Rs.10.00 each (the "Equity Shares") of Flywings Simulator Training Centre Limited (the "Company" or the "Issuer") at a offer price of Rs. [*] per equity share for cash aggregating up to Rs. [*] crores comprising of fresh offer of up to 25,12,800 equity shares aggregating to Rs. [*] crores ("Fresh Offer") and an offer for sale of up to 4,74,000* equity shares by Rupal Sanjay Mandavia ("Selling Shareholder") aggregating to Rs. [*] crores ("Offer for Sale") ("Public Offer"). the offer includes a reservation of up to 1,49,400 equity shares of face value of Rs.10/- each, at an offer price of Rs. [*] per equity share for cash, aggregating Rs. [*] crores will be reserved for subscription by the market maker to the offer (the "Market Maker Reservation Portion"). The public offer less market maker reservation portion i.e. net offer of up to 28,37,400 equity shares of face value of Rs.10/- each, at an offer price of Rs. [*] per equity share for cash, aggregating up to Rs. [*] crores is herein after referred to as the "Net Offer". Price Band: Rs. 181/- to Rs. 191/- for equity share of face value of Rs. 10 each. The floor price is 18.10 times times the face value and cap price is 19.10 times of the face value of the equity shares. Bids can made for a minimum of 1,200 equity shares and in multiples of 600 equity shares thereafter.