Adani Enterprises Limited has successfully completed the first phase of its strategic acquisition in the aviation training sector, with its subsidiaries acquiring a 39% effective shareholding in Flight Simulation Technique Centre Private Limited (FSTC) on December 30, 2025.

Acquisition Completion Details

The completion marks a significant milestone in Adani's expansion into aerospace services:

Transaction Structure

The acquisition was executed through two subsidiaries of Adani Enterprises:

1. Adani Defence Systems and Technologies Limited (ADSTL) - A wholly-owned subsidiary of AEL
2. Horizon Aero Solutions Limited (HASL) - A subsidiary of ADSTL (50% held by ADSTL and 50% by Prime Aero Services LLP)

These entities signed share purchase agreements with Flight Simulation Solutions Pvt. Limited (FSS), FSTC (a subsidiary of FSS), and their existing shareholders in November 2025.

Target Company Profile

FSTC represents a well-established player in India's aviation training sector:

Financial Performance Track Record

FSTC has demonstrated consistent revenue growth over the past three years:

Strategic Rationale

The acquisition aligns with Adani Enterprises' diversification strategy and aims to expand ADSTL's and HASL's footprint in the Aviation Services industry. As a DGCA and European Union Aviation Safety Agency (EASA) approved pilot training organization, FSTC provides comprehensive integrated flight training services to pilots.

The transaction is structured as a non-related party transaction and requires no additional governmental or regulatory approvals. With the balance 33.8% stake expected to be acquired by January 2026, Adani Enterprises will gain majority control of this established aviation training platform.

Market Position

This move positions Adani Enterprises strategically within India's growing aviation ecosystem, complementing its existing airport operations and establishing a presence in the critical pilot training segment. The acquisition provides access to FSTC's established infrastructure of 11 flight simulators and 17 training aircraft, along with its regulatory certifications from both Indian and European aviation authorities.

Adani Enterprises Limited has filed the prospectus with regulatory authorities for its public issue of non-convertible debentures (NCDs) worth up to ₹1,000 crore. The Management Committee of the Board of Directors approved and adopted the prospectus on December 29, 2025, marking a significant step toward the launch of this comprehensive debt offering.

Regulatory Filing and Compliance

The company has filed the prospectus dated December 29, 2025, with the Registrar of Companies, Gujarat, Dadra & Nagar Haveli at Ahmedabad, BSE Limited, and National Stock Exchange of India Limited. The issue is being conducted pursuant to the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, the Companies Act, 2013, and relevant SEBI master circulars.

Issue Structure and Timeline

The public issue comprises secured, rated, listed, redeemable non-convertible debentures with a face value of ₹1,000 each. The company has structured the offering with a base issue size of ₹500 crore and retained the option for over-subscription up to an additional ₹500 crore through a green shoe option.

Investment Series and Returns

The company has designed eight distinct series of NCDs, offering investors flexibility in choosing tenors and interest payment frequencies. The series provide effective yields ranging from 8.60% to 8.90% per annum across different investment horizons.

Security and Default Protection

The NCDs are secured by a first ranking pari passu charge on identified loans and advances classified as non-current assets in the company's books. The security structure ensures maintenance of at least 110% security cover of the outstanding principal amounts of the NCDs and interest thereon at all times until the redemption date.

The company has established comprehensive default protection mechanisms, including payment of additional interest over and above the agreed coupon rate in case of delays. Specifically, the company will pay at least 2% per annum additional interest if it fails to execute the Debenture Trust Deed within the prescribed period. The debentures are proposed to be listed on both BSE Limited and National Stock Exchange of India Limited, with BSE Limited serving as the designated stock exchange.