FlySBS Aviation Ltd IPOFLYSBS

The IPO opens on 01 Aug 2025 & closes on 05 Aug 2025.

FlySBS Aviation Limited was originally incorporated as 'FlySBS Aviation Private Limited' a private limited company dated August 07, 2020. Subsequently, the name of the Company was changed from 'FlySBS Aviation Private Limited' to 'FlySBS Aviation Limited', consequent to conversion of Company from private limited to public limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Central Registration Centre dated October 29, 2024. The Company is a DGCA approved NonScheduled Airline Operator holding a valid Air Operator Permit. Their charter services cater to specific travel needs, such as direct travel convenience, multi-destination within tight timeframes, or access to locations lacking commercial flight connectivity. At present, Company is engaged in providing private, non-scheduled air charter services from India, focusing on delivering seamless air travel solutions to elite clientele. Additionally, its services are frequently sought for critical purposes like medical emergencies, key business meetings, promotional events, and other high-priority engagements. Company currently provides private air-chartering services in India with operating base located in Chennai, Tamil Nadu. It offer comprehensive air chartering services, operating dynamically across domestic and international routes. It has flown clients to diverse destinations worldwide, spanning six continents. This includes routes to the far east in Japan, the Middle East, New Zealand, the Arctic regions of Europe and North America, and as far as Mauritania in Africa. During the initial years of operation, Company carried out private air-chartering services through a wet lease or quasi charter model wherein the lessor of the aircraft provides the aircraft with the complete crew, maintenance and insurance requirements. As Company matured and gained experience, it imported and registered an aircraft under dry-lease arrangement on long term basis, whereby the lessor only provides the aircraft. Under the dry lease model, the Company operates a 13 seater Embraer Legacy 600 aircraft. Most of the clients are mid and large corporates, ultra-high net worth individuals and high net worth individuals. Company launched the IPO by raising Rs 102.53 Crore equity shares of face value Rs 10 each by issuing 45,57,000 equity shares through fresh issue in August, 2025.

FlySBS Aviation Ltd IPO will close on 05 Aug 2025.

<ul><li>Experienced Promoters and senior management team with industry knowledge.</li><li>Strategic positioning in a high entry barrier industry.</li><li>In-house fleet and existing flight operational experience.</li><li>Synergies with our group company, Afcom Holdings Limited.</li><li>Operational excellence, aircraft maintenance and tailored solutions for our clients.</li><li>Established as a trusted service provider of private jet chartering services to high-net-worth individuals and corporate clients with a track record of consistent growth.</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>Ambashankar</td> <td>42999</td> <td>0.34</td> <td>42999</td> <td>0.25</td> </tr> <tr> <td>2</td> <td>Deepak Parasuraman</td> <td>1971996</td> <td>15.47</td> <td>1971996</td> <td>11.4</td> </tr> <tr> <td>3</td> <td>Kannan Ramakrishnan</td> <td>197796</td> <td>1.55</td> <td>197796</td> <td>1.14</td> </tr> <tr> <td>4</td> <td>Bastimal Kishanraj</td> <td>1172003</td> <td>9.19</td> <td>1172003</td> <td>6.77</td> </tr> <tr> <td>5</td> <td>Shreshtha Business Solutions L</td> <td>2234204</td> <td>17.53</td> <td>2234204</td> <td>12.91</td> </tr> </tbody> </table>

<ul><li>We operate in a niche industry and cater to an elite class of customers which includes entrepreneurs, high ranking corporate leaders, politicians, diplomats, celebrities and other VIPs. These categories of customers require specialised and customised services as per their requirements. Our inability to provide quality services to these customers could have a material adverse effect on our business, results of operations and financial condition.</li><li>Increase in the rate of Aviation Turbine Fuel ("ATF"), which is a key component in operating costs, may have an adverse effect on our operations and financials.</li><li>We have not yet placed all orders as per Objects of the Issue, which may have an adverse effect on operations.</li><li>One of our members of our Promoter Group, P Karthik Iyer Parasuraman is involved in certain legal proceedings and these proceedings are pending at different levels of adjudication before various courts.</li><li>Failure to comply with covenants in our Aircraft Lease Agreements could adversely affect our Business operations and Financial conditions.</li><li>We have experienced working capital requirements in the past and may continue to experience in future also. If we experience insufficient cash flows from our operations or are unable to borrow to meet our working capital requirements, it may materially and adversely affect our business, cash flows and results of operations.</li><li>The airline industry is subject to extensive regulation. Any Changes in government regulations imposing additional restrictions on our operations could increase our operating costs and result in service delays and disruptions.</li><li>There have been certain instances of non-compliances and/or delay in compliance, including with respect to certain regulatory filings by our Company in the past. Consequently, we may be subject to regulatory actions and penalties for any such non-compliance and our business, financial condition and reputation may be adversely affected.</li><li>We derive a significant portion of our revenue from a limited number of clients. Our inability to acquire new clients or loss of all or a substantial portion to any of our major client, for any reason and/or, continued reduction of the business from them, could have a material adverse impact on our business, results of operations, financial condition and cash flows.</li><li>The name and logo of our Company have not been registered under the Trademarks Act, 1999. We may not be able to protect our IPR, resulting in someone else being able to use or possibly challenge our use of such intellectual property.</li><li>We are dependent on limited number of suppliers and contractors for supply of key spare parts and consumable items for operating our aircrafts. We have not made any long-term supply arrangement with our suppliers. In an event where our suppliers and contractors are unable to deliver us the required resources in a time-bound manner it may have a material adverse effect on our business operations and profitability.</li><li>We operate in a highly competitive market. Our business, operations and financial performance will depend on how effectively we compete.</li><li>Our insurance coverage may be inadequate, which could have an adverse effect on our financial condition and results of operations.</li><li>Certain of our Promoters and Directors may have interests in entities, which are in businesses similar to ours and this may result in conflict of interest with us.</li><li>We are dependent on our individual Promoters, Directors, other Key Managerial Personnels, including other employees with technical expertise. Any loss of or our inability to attract or retain such persons could adversely affect our business, results of operations and financial condition.</li><li>If we are unable to recruit or retain our skilled staff or pilots, our operations may be affected, and it may have an adverse effect on our revenue.</li><li>Our Company has entered into related party transactions in the past and may continue to do so in future. There can be no assurance that such transactions will not have an adverse effect on our results of operations, and financial condition.</li><li>Our funding requirements and the deployment of Net Proceeds are based on management estimates and have not been independently appraised. Any variation in the utilisation of Net Proceeds of the Issue as disclosed in this Draft Red Herring Prospectus shall be subject to compliance requirements, including prior shareholders' approval.</li><li>Our success partially relies on achieving consistently high daily aircraft utilization. However, maintaining high utilization levels can increase the risk of delays, making the fleet more vulnerable to disruptions.</li><li>The premises of our Registered Office is not owned by us, but taken on service agreement basis. Our inability to renew service agreement or any adverse impact on the title or ownership rights in relation to these premises may impede our operations.</li><li>Our Promoters will continue jointly to retain majority control over our Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>The aircraft proposed to be acquired through the proceeds of the Issue will be second-hand in nature.</li><li>If the Company fails to comply with airworthiness requirements, our aircraft may be grounded by DGCA or the license to operate may be suspended which could adversely affect our operations.</li><li>Our business is dependent on a limited number of suppliers for aircraft, engines, maintenance services, spare parts, and tools. Any problems with this equipment or these suppliers, whether real or perceived, could harm our business.</li><li>We pay most of our aircraft lease rentals in foreign currency and also import a significant portion of spares, special tools and equipment, used in our business and as a result we are subject to foreign currency fluctuations.</li><li>Our maintenance and fuel costs will increase as our fleet ages.</li><li>Airport congestion, lack of airport infrastructure and facilities, increased airport costs and other airport operational challenges could adversely affect our business.</li><li>There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective government authorities, which may have an adverse impact on our financial condition and cash flows.</li><li>We rely on third parties to provide us with facilities and services that are integral to our business.</li><li>Our reputation, operations and financial condition could be harmed in the event of an accident or sufficiently disruptive or dangerous incident involving any of our aircraft.</li><li>We have experienced rapid growth over the past few years, and if we are unable to sustain or effectively manage this growth, it could negatively impact our cash flow, operational results, and overall financial condition.</li><li>We have issued Equity shares in the last one year from the date of this Draft Red Herring Prospectus, which could have been issued at a price lower than the issue price.</li><li>Certain sections of this Draft Red Herring Prospectus disclose information from the industry report which has been commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risk.</li><li>Operating results may fluctuate due to seasonality.</li><li>The general aviation industry is in a fairly nascent stage and hence our business operations and expansion activities may be constrained by inadequate airport infrastructure and slower than expected improvement of the same in India.</li><li>The average cost of acquisition of Equity Shares by our Promoters could be lower than the floor price.</li><li>Talent retention is critical to operations in the Aviation Industry.</li><li>We had negative cash flows from Operating Activities for certain periods. Any negative cash flows in future could affect our operations and financial conditions.</li><li>We are subject to restrictive covenants in certain short-term and long-term debt facilities provided to us by our lenders.</li><li>We may be unable to detect, deter and prevent instances of fraud or other misconduct committed by our employees which may have a material adverse effect on our business, results of operations and financial condition.</li><li>The Company has not paid any dividend in the past on its Equity Shares. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.</li><li>We may experience adverse financial performance during economic downturn.</li><li>Our Company has certain contingent liabilities and commitments, which, if they materialize, may adversely affect our results of operations, financial condition and cash flows.</li><li>It may not be possible for investors outside India to enforce any judgment obtained outside India against our Company or our management or any of our associates or affiliates in India, except by way of a suit in India.</li><li>There have been certain instances of non-compliances and/or delay in compliance, including with respect to certain regulatory filings by the Company in the past. Consequently, its may be subject to regulatory actions and penalties for any such non-compliance and the company business, financial condition and reputation may be adversely affected.</li><li>The company operates in a niche industry and cater to an elite class of customers which includes entrepreneurs, high ranking corporate leaders, politicians, diplomats, celebrities and other VIPs. These categories of customers require specialised and customised services as per their requirements. Its inability to provide quality services to these customers could have a material adverse effect on the company business, results of operations and financial condition.</li><li>Increase in the rate of Aviation Turbine Fuel ("ATF"), which is a key component in operating costs, may have an adverse effect on its operations and financials.</li><li>Certain of its Promoters and Directors may have interests in entities, which are in businesses similar to its and this may result in conflict of interest with the company.</li><li>Its Group Company and Promoter Group Companies have objects similar to the line of business of the Company. If any of them were to commence the same or similar business activities as those of the Company, it may lead to a conflict with its business and affect the company profitability.</li><li>One of its members of the company Promoter Group, P Karthik Iyer Parasuraman is involved in certain legal proceedings and these proceedings are pending at different levels of adjudication before various courts.</li><li>Failures to comply with covenants in its Aircraft Lease Agreements could adversely affect the company Business operations and Financial conditions.</li><li>The existing aircraft operated by it on dry-lease basis and the pre-owned aircraft, which the company intend to acquire from the Net Proceeds, have a limited useful life. Further, the company is vulnerable to any technical issue or regulatory changes affecting its aircraft which may affect the company business operations and financial conditions.</li><li>The company is dependent on limited number of suppliers and contractors for supply of key spare parts and consumable items for operating its aircrafts. The company has not made any long-term supply arrangement with its suppliers. In an event where the company suppliers and contractors are unable to deliver it the required resources in a time-bound manner it may have a material adverse effect on its business operations and profitability.</li><li>The company has experienced working capital requirements in the past and may continue to experience in future also. If the company is experience insufficient cash flows from its operations or are unable to borrow to meet the company working capital requirements, it may materially and adversely affect its business, cash flows and results of operations.</li><li>The airline industry is subject to extensive regulation. Any Changes in government regulations imposing additional restrictions on its operations could increase the company operating costs and result in service delays and disruptions.</li><li>The company derives a significant portion of its revenue from a limited number of clients. Its inability to acquire new clients or loss of all or a substantial portion to any of the company major client, for any reason and/or, continued reduction of the business from them, could have a material adverse impact on its business, results of operations, financial condition and cash flows.</li><li>The aircraft proposed to be acquired through the proceeds of the Issue will be second-hand in nature.</li><li>The name and logo of the Company have not been registered under the Trademarks Act, 1999. Its may not be able to protect our IPR, resulting in someone else being able to use or possibly challenge the company use of such intellectual property.</li><li>The company operates in a highly competitive market. Its business, operations and financial performance will depend on how effectively the company compete.</li><li>Its insurance coverage may be inadequate, which could have an adverse effect on the company financial condition and results of operations.</li><li>The company has not yet placed any order as per Objects of the Issue, which may have an adverse effect on operations.</li><li>The company is dependent on its individual Promoters, Directors, other Key Managerial Personnels, including other employees with technical expertise. Any loss of or the company inability to attract or retain such persons could adversely affect its business, results of operations and financial condition.</li><li>If the company is unable to recruit or retain its skilled staff or pilots, the company operations may be affected, and it may have an adverse effect on its revenue.</li><li>There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective government authorities, which may have an adverse impact on its financial condition and cash flows.</li><li>The Company has entered into related party transactions in the past and may continue to do so in future. There can be no assurance that such transactions will not have an adverse effect on its results of operations, and financial condition.</li><li>Its funding requirements and the deployment of Net Proceeds are based on management estimates and have not been independently appraised. Any variation in the utilisation of Net Proceeds of the Issue as disclosed in this Red Herring Prospectus shall be subject to compliance requirements, including prior shareholders' approval.</li><li>The Company have extended loans or advances to related parties, and any failures or default by its related parties to repay such loans in accordance with the terms and conditions of the financing arrangement could trigger repayment obligations on them, which may impact its business and operations.</li><li>Its success partially relies on achieving consistently high daily aircraft utilization. However, maintaining high utilization levels can increase the risk of delays, making the fleet more vulnerable to disruptions.</li><li>The premises of its Registered Office is not owned by it, but taken on service agreement basis. The company inability to renew service agreement or any adverse impact on the title or ownership rights in relation to these premises may impede its operations.</li><li>Its Promoters will continue jointly to retain majority control over the Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>If the Company fails to comply with airworthiness requirements, its aircraft may be grounded by DGCA or the license to operate may be suspended which could adversely affect the company operations.</li><li>Its business is dependent on a limited number of suppliers for aircraft, engines, maintenance services, spare parts, and tools. Any problems with this equipment or these suppliers, whether real or perceived, could harm the company business.</li><li>The company pay most of its aircraft lease rentals in foreign currency and also import a significant portion of spares, special tools and equipment, used in its business and as a result the company is subject to foreign currency fluctuations.</li><li>Its maintenance and fuel costs will increase as our fleet ages.</li><li>Airport congestion, lack of airport infrastructure and facilities, increased airport costs and other airport operational challenges could adversely affect its business.</li><li>The company relies on third parties to provide it with facilities and services that are integral to the company business.</li><li>Its reputation, operations and financial condition could be harmed in the event of an accident or sufficiently disruptive or dangerous incident involving any of the company aircraft.</li><li>The company has experienced rapid growth over the past few years, and if the company is unable to sustain or effectively manage this growth, it could negatively impact its cash flow, operational results, and overall financial condition.</li><li>The company has issued Equity shares in the last one year from the date of this Red Herring Prospectus, which could have been issued at a price lower than the issue price.</li><li>Certain sections of this Red Herring Prospectus disclose information from the industry report which has been commissioned and paid for by it exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risk.</li><li>Operating results may fluctuate due to seasonality.</li><li>The general aviation industry is in a fairly nascent stage and hence its business operations and expansion activities may be constrained by inadequate airport infrastructure and slower than expected improvement of the same in India.</li><li>The average cost of acquisition of Equity Shares by our Promoters could be lower than the floor price.</li><li>Talent retention is critical to operations in the Aviation Industry.</li><li>The company has negative cash flows from Operating Activities for certain periods. Any negative cash flows in future could affect its operations and financial conditions.</li><li>The company is subject to restrictive covenants in certain short-term and long-term debt facilities provided to it by the company lenders.</li><li>Its may be unable to detect, deter and prevent instances of fraud or other misconduct committed by the company employees which may have a material adverse effect on its business, results of operations and financial condition.</li><li>The Company has not paid any dividend in the past on its Equity Shares. Its ability to pay dividends in the future will depends on the company earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.</li><li>Its may experience adverse financial performance during economic downturn.</li><li>The Company has certain contingent liabilities and commitments, which, if they materialize, may adversely affect its results of operations, financial condition and cash flows.</li><li>It may not be possible for investors outside India to enforce any judgment obtained outside India against the Company or its management or any of the company associates or affiliates in India, except by way of a suit in India.</li></ul>

The Issue type of FlySBS Aviation Ltd is Book Building - SME.

The minimum application for shares of FlySBS Aviation Ltd is 1200.

The total shares issue of FlySBS Aviation Ltd is 4557000.

Initial public issue of upto 45,57,000 equity shares of face value of Rs. 10/- each of Flysbs Aviation Limited (Formerly Known as Flysbs Aviation Private Limited) ("FLYSBS" or the "Company" or the "Issuer") for cash at a price of Rs. 225/- per equity share including a share premium of Rs. 215/- per equity share (the "Issue Price") aggregating to Rs. 102.53 crores ("the Issue"), of which 2,29,800 equity shares of face value of Rs. 10/- each for cash at a price of Rs. 225 per equity share including a share premium of Rs. 215 per equity share aggregating to Rs. 5.17 crores will be reserved for subscription by market maker to the issue (the "Market Maker Reservation Portion"). The issue less the market maker reservation portion i.e. net issue of 43,27,200 equity shares of face value of Rs. 10/- each at a price of Rs. 225 per equity share including a share premium of Rs. 215 per equity share aggregating to Rs. 97.36 crores is hereinafter referred to as the "Net Issue". The issue and the net issue will constitute 26.34 % and 25.01 %, respectively, of the post issue paid up equity share capital of the company.