Flywings Simulator Training Centre Limited has scheduled its 01/2026-27 Extra-Ordinary General Meeting (EGM) on Thursday, May 28, 2026, at 03:00 p.m. IST, with physical presence of members at its registered office located at Ground Floor, Killa No. 13, Begampur Khatola, Sector 35, Gurgaon, Sadar Bazar, Haryana-122001. The notice, dispatched on May 4, 2026, was filed with the National Stock Exchange of India Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The EGM has been convened to transact two items of special business requiring shareholder approval by way of Special Resolutions. In a related development, the company also published a newspaper advertisement in Form PAS-01 on May 5, 2026, in the Financial Express (English) and Jansatta (Hindi), disclosing the proposed variation in the utilisation of IPO proceeds, pursuant to Section 27 of the Companies Act, 2013.

EGM Schedule and Voting Details

Members may participate through physical attendance or exercise their voting rights via remote e-voting. The key dates and logistics for the meeting are summarised below:

The company has appointed Mr. Sumit Bajaj, Proprietor of M/s. Sumit Bajaj & Associates, Practicing Company Secretaries, as Scrutinizer to oversee the e-voting process in a fair and transparent manner. The results of remote e-voting and e-voting during the EGM will be announced within 2 days from the conclusion of the meeting.

Item 1: Proposed Variation in IPO Fund Utilisation

Flywings Simulator Training Centre raised funds through an Initial Public Offer (IPO) on the NSE EMERGE Platform, comprising 25,12,800 equity shares of face value of Rs. 10/- each at a price of Rs. 191/- per equity share (including a share premium of Rs. 181 per equity share), aggregating to Rs. 4,799.45 Lakhs, as per the prospectus dated December 10, 2025. The original deployment plan for IPO proceeds was as follows:

As of May 1, 2026, Rs. 1,265.47 Lakhs has been utilised towards issue expenses and general corporate purpose, while the balance of Rs. 3,533.98 Lakhs remains undeployed. The utilisation status against each object is detailed below:

Key Proposed Changes to Fund Utilisation

The company proposes the following material changes to the manner in which the remaining IPO proceeds are to be deployed:

• Change in simulator type: Instead of purchasing one Fixed Base Flight Simulator (Airbus A320neo FTD), the company now proposes to lease two Full Flight Simulators (Airbus A320neo), which offer higher training capability and are more widely used by airlines.
• Change in funding approach: The original capital expenditure (purchase) model is proposed to be replaced with an operating lease model, involving an initial down payment followed by periodic lease rentals over a period of 10 years.
• Change in location: The simulator facility, originally planned for Gurgaon, Haryana, is now proposed to be set up in Panvel, Mumbai, Maharashtra, considering better business opportunities and proximity to key aviation hubs. The CEET 320 equipment will continue to be deployed at the existing Gurgaon facility.

The company has stated that there is no change in the overall objects of the issue, total IPO proceeds, or the broad purpose for which the funds were raised. The Board of Directors, in its meeting dated May 01, 2026, approved and recommended the variation to members for their approval. The proposed varied objects are targeted to be achieved within 6 months from the date of passing of the Special Resolution. Pursuant to Section 27(2) of the Companies Act, 2013, dissenting shareholders will be provided an exit opportunity by the promoters or controlling shareholders, subject to conditions under SEBI ICDR Regulations 2018. None of the directors of the company voted against the said resolution.

Financial Impact of Proposed Variation

The company has outlined the following expected effects of the proposed variation on its financial position:

• Optimized fund utilization: The lease-based model enables more efficient deployment of IPO proceeds, avoiding substantial upfront capital investment while ensuring access to advanced training infrastructure.
• Balanced cash flow structure: The revised approach involves an initial deposit along with structured periodic lease rentals, resulting in a more balanced and manageable cash flow profile over the project lifecycle.
• Enhanced revenue generation capability: Deployment of Full Flight Simulators and establishment of operations in Mumbai are expected to improve utilization levels, strengthen customer access, and drive higher revenue and operating efficiency.
• Improved financial performance: The overall structure is expected to enhance return ratios and support sustainable growth, thereby positively impacting the company's financial performance over the medium to long term, subject to efficient execution.

Risk Factors Pertaining to the Proposed Variation

The company has disclosed the following key risks associated with the proposed changes:

Item 2: Alteration of Main Objects in Memorandum of Association

The second special business seeks member approval for the alteration of the main objects as set out in Clause III(A) of the Memorandum of Association of the company. The Board of Directors, in its meeting dated May 01, 2026, approved and recommended the alteration to enable the company to diversify into new areas within the aviation sector. The proposed addition to the main objects clause reads as follows:

"To carry on the business of supply, installation, testing and commissioning of airfield lighting systems including runway lighting systems; advanced air traffic advisory systems; instrument landing systems; and to undertake electro-mechanical works, engineering, procurement and construction (EPC) activities relating to airports, airstrips, aviation infrastructure and allied facilities in India and abroad."

The existing main objects of the company will remain unchanged, with the new object being inserted as an addition. The alteration requires approval by way of a Special Resolution under Sections 13 and 4 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014, and is subject to necessary approvals from the Registrar of Companies and other statutory or regulatory authorities. The EGM notice and the Form PAS-01 advertisement are available on the company's website at www.fwstc.in .