Flywings Simulator Training Centre Ltd Directors Report

To,

The Members of

Your directors are pleased in presenting their 15th (Fifteenth) Directors Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors Report of your Company for the financial year ended, 31st March, 2026.

3. FINANCIAL HIGHLIGHTS

The summarized financial results for the year ended March 31, 2026 as compared to the previous financial year are as under:

(Amount in Rs. Lakhs)

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Total Income	2582.04	2364.33
Total Expenses	1078.19	820.55
Profit/ Loss before extraordinary items	1503.86	1543.78
Profit/Loss before Tax	1541.84	1513.76
Total Tax Expense- Current Tax	400	390.62
-Deferred Tax	(24.95)	(22.75)
- Earlier Year Tax	23.39	67.80
Profit/(Loss) After Tax	1143.40	1078.09
Earning Per Shares	11.23	14.07

FINANCIAL SUMMARY (CONSOLIDATED)

(Amount in Rs. Lakhs)

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Total Income	2630.93	2369.88
Total Expenses	1127.06	871.90
Profit/ Loss before extraordinary items	1503.87	1497.98
Profit/Loss before Tax	1541.85	1467.96
Total Tax Expense- Current Tax	400	390.62
-Deferred Tax	(24.95)	(22.69)
- Earlier Year Tax	23.39	67.80
Profit/Loss After Tax	1143.41	1032.22
Share of Profit/Loss from Associate (Ambitions Flying Club Pvt. Ltd.	21.07	-
Consolidated Profit/Loss After Tax	1164.48	1032.22
Earning Per Shares	11.44	14.07

4. INDUSTRY SCENARIO AND STATE OF COMPANYS AFFAIRS

Your Directors are pleased to present the Companys resilient operational and financial performance during the year, achieved despite a challenging global economic environment marked by persistent inflationary pressures, slowing economic growth, rising interest rates, and ongoing geopolitical uncertainties. Notwithstanding these headwinds and their impact on economies across the world, the Company continued to demonstrate operational excellence, financial discipline, and sustained business resilience.

The company delivered a strong performance in F.Y. 2025–2026, with total revenue rising from Rs. 2364.33 Lakhs in F.Y 2024–2025 to Rs. 2582.04 lakhs, marking a significant year-on-year growth. This increase reflects a stronger market presence, effective business strategies, and highlights the companys consistent growth trajectory. The results underscore the companys continued focus on performance, resilience, and operational efficiency.

Your Company has made profit after tax of Rs. 1143.40 Lakhs for the year under review as against the profit after tax of Rs. 1078.09 Lakhs in the previous year.

5. CHANGE IN THE NATURE OF BUSINESS

The company is involved in aviation related training and MRO (Maintenance, Repair, and Overhaul) and there has been no change in the nature of business during the relevant financial year.

6. CAPITAL STRUCTURE

AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company as on 31st March, 2026 was Rs. 12,00,00,000/- (Rupees Twelve Crores Only) comprising of 1,20,00,000 (One Crore and Twenty Lakhs only) equity shares of Rs.10/- (Ten) each.

ISSUED AND PAID-UP SHARE CAPITAL

At the beginning of Financial Year 2025-26, the paid-up capital of the company stood at Rs. 7,66,43,280/- (Rupees Seven Crores Sixty-Six Lakhs Forty-Three Thousands Two Hundreds Eighty Only) divided into 76,64,328 equity shares of Rs. 10/- each.

During the year Company has issued and allotted 29,86,800 Equity Shares of Rs 10/- each for cash price at a price of Rs 191/- per share inclusive of a premium by way of Initial Public Offer opens December 05, 2025, and closes on December 09, 2025.

Consequently, the Paid-up Capital of the Company is increased to Rs. 10,17,71,280 /- (Rupees Ten Crore Seventeen Lakhs Seventy-One Thousand Two Hundred and Eighty only) divided into 1,01,77,128 (One Crore One Lakhs Seventy-Seven Thousand and One Hundred and Twenty-Eight only) Equity Shares of Rs. 10/- each and entire equity shares of the company were listed on Emerge Platform of NSE Limited w.e.f. December 12, 2025.

The Issued and Paid-up Capital of the Company as on 31st March, 2026 was Rs. 10,17,71,280 /- (Rupees Ten Crore Seventeen Lakhs Seventy-One Thousand Two Hundred and Eighty only) comprising of 1,01,77,128 (One Crore One Lakhs Seventy-Seven Thousand and One Hundred and Twenty-Eight only) number of Equity Shares of face value of Rs.10/- each.

7. SWEAT EQUITY SHARES

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares for the financial year under review.

8. DIFFERENTIAL VOTING RIGHTS

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights for the financial year under review

9. EMPLOYEE STOCK OPTIONS

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options for the financial year under review.

10. DEBENTURES/BONDS/WARRANTS OR ANY NON-CONVERTIBLE SECURITIES

During the year under review, the Company has not issued any debentures, bonds, warrants or any nonconvertible securities. As on the date, the Company does not have any outstanding debentures, bonds, warrants or any non-convertible securities except 13% non-convertible debentures which were issued during the FY 2024-25 and as on March 31, 2026 outstanding is Rs. 247.91 Lakhs.

11. LISTING & DEPOSITORY FEE

During the year under review, the Equity Shares of the Company were listed on the SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from December 12, 2025.

The Company has duly paid the proportionate listing fees for the financial year 2025–2026 in accordance with the applicable norms and regulations. The Company has also duly paid the Annual Custody Fee and Issuer Fee to National Securities Depository Limited (NSDL) and the applicable Issuer Fee to Central Depository Services (India) Limited (CDSL) for the financial year 2025–2026.

12. DEMATERIALIZATION OF EQUITY SHARES & DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are trade-able compulsorily in electronic form and your Company has established connectivity with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity Shares is INE0SQZ01015.

13. WEBSITE

The Companys website, www.fwstc.in, contains all requisite information and provides shareholders and other stakeholders with access to relevant information relating to the Company, including details of the Directors, Shareholding Pattern, Quarterly Reports, Financial Results, Annual Reports, Management Team, various Policies and other statutory and relevant disclosures, as applicable. The requisite information and disclosures are duly placed and updated on the Companys website.

14. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, your Company has not transferred any amount to the ‘Reserves for the year ended 31st March, 2026.

15. DIVIDEND

In order to conserve the resources, the Board does not recommend any dividend for the financial year ended on 31st March, 2026.

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared last year.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year ended 31st March, 2026 and the date of this Report.

18. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 2025-2026.

19. HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES

The details of holding/subsidiary company of the Company are given below:

Sr.No.	Name	Address	Number of Shares of Rs. 10 each	% of holding
1	Ambitions Flying Club Private Limited	MS-10 NH-91, Aligarh Airstrip, Dhanipur , Post Panethi, Aligarh, Aligarh, Uttar Pradesh, India, 202001	6,15,600	49.64%
2	Flywings Drone Training Private Limited	Killa No. 13, Ground Floor, Begampur Khatola, Sector 35, Gurgaon 122001, Haryana	25,10,000	100%

Note: The salient features of the financial statements of the above Associate and Subsidiary Company, as required under Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, are provided in Annexure I – Form AOC-1.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31st March, 2026 the Board consists of six Directors, comprising Two Executive Directors and One Non-Executive Director and Two Non-Independent Directors. The Company also has a Chief Financial Officer and a Company Secretary & Compliance Officer. The composition of the Board as on the date of this Report is as follows:

DIN	Name	Designation	Begin date
02275347	Rupal Sanjay Mandavia	Managing Director	02/12/2021
10111194	Sanjay Kumar Sharma	Independent Director	25/02/2026
08776330	Manita Rani	Independent Director	07/06/2024
10505115	Mitul Natvarlal Mandavia	Director	13/02/2024
08768887	Kripa Bhargav Mandavia	Director	03/10/2023
-	Rupal Sanjay Mandavia	CFO	04/03/2024
-	Sandeep Kumar	CS	16/09/2025

Changes in the Management of the company during the F.Y. 2025 - 2026:

Mr. Sivasubramanian Natrajhen (Independent Director) resigned during the year under review dated 21/01/2026 and Mr. Sanjay Kumar Sharma (Independent Director) appointed in his place to fill the casual vacancy on dated 25/02/2026.

Further Ms. Parul Agarwal (Company Secretary & Compliance Officer) resigned during the year under review dated 16/09/2025 and Mr. Sandeep Kumar (Company Secretary & Compliance officer) was appointed in her place to fill the casual vacancy dated 15/09/2025.

21. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, in respect of employees of the Company and Directors is furnished hereunder:

A. Disclosures under Rule 5(1)

(i) Ratio of remuneration of each Director to the median remuneration of employees

Name of Director	Designation	Remuneration for FY 2025-26 (Rs )	Median Remuneration of Employees, FY 2025-26 (Rs )	Ratio to Median
Rupal Sanjay Mandavia	Chairperson and Managing Director	1,20,00,000	4,07,754	29.43 : 1

(ii) Percentage increase in remuneration of each Director, CFO, CEO, Company Secretary or Manager

Name	Designation	FY 2024-25 (Rs )	FY 2025-26 (Rs )	% Increase
Rupal Sanjay Mandavia	Chairperson and Managing Director	96,00,000	1,20,00,000	25.00%
Sandeep Kumar	Company Secretary	9,00,000	11,86,224	31.80%

(iii) Percentage increase in the median remuneration of employees

Particulars	FY 2024-25 (Rs )	FY 2025-26 (Rs )	% Increase/(Decrease)
Median remuneration of employees	4,80,000	4,07,754	(15.05%)

(iv) Number of permanent employees on the rolls of the Company

37 permanent (Confirmed category) employees were on the rolls of the Company as on 31 March 2026, on record.

(v)–(vii), (ix)–(xi) [Omitted]

(viii) Average percentile increase in salaries of employees other than managerial personnel, compared with the percentile increase in managerial remuneration

Category	Average % Increase, FY 2025-26
Employees other than managerial personnel (average of individual increments)	15.07%
Managerial personnel (Chairperson & Managing Director)	25.00%

During FY 2025-26, the average increase in remuneration of employees other than managerial personnel was 15.07%, while the remuneration of the Chairperson & Managing Director increased by 25.00%. The increase in managerial remuneration is attributable to the revision in remuneration approved for the Chairperson & Managing Director during the year, considering the responsibilities, role, experience and overall contribution to the Company.

Accordingly, the increase in managerial remuneration is higher than the average increase in employee remuneration and is considered reasonable in view of the responsibilities and contribution associated with the position.

(xii) Affirmation

It is hereby affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees of the Company during the financial year 2025-26 is as per the Remuneration Policy of the Company.

B. Statement under Rule 5(2) and Particulars under Rule 5(3)

The statement below sets out the names of the top ten employees of the Company in terms of remuneration drawn during FY 2025-26, together with the particulars required under Rule 5(3).

Top 10 Employees by Remuneration — FY 2025-26

S.No.	Name	Designation	Remuneration FY25-26 (Rs )	Nature of Employment	Qualification	Date of Joining
1	Rupal Sanjay Mandavia	Chairperson and Managing Director	1,20,00,000	Confirmed	Graduation	01-Jan-2015
2	Nitin Sharma	General Manager, Operations & Business Development	21,34,332	Confirmed	Graduate, IOSH	02-May-2016
3	Purushottam Kumar	Workshop Manager	20,21,064	Confirmed	AME	01-Nov-2025
4	Randeep Uberoi	Head HR & Business Transformation Officer	18,44,112	Confirmed	Graduation	12-Jan-2026
5	Vipul Verma	Centre & Placement Head	17,02,188	Confirmed	Bsc, Tourism & Hospitality	01-Aug-2025
6	Rakesh	Manager NDT	15,71,316	Confirmed	AME	01-Nov-2025
7	Sandeep Kumar	Company Secretary & Compliance Officer	12,57,396	Confirmed	Company Secretary	24-Jan-2024 as ACS 16-Sep-2025 CS & CO
8	Barun Sharma	Certifying Engineer	11,78,700	Confirmed	AME	01-Nov-2025
9	Bipin Kumar Yadav	Assist. Manager, Engineering & Rostering	11,34,276	Confirmed	Aeronautical Engineering (Grad.)	13-May-2019
10	Nidhi Gakhar	Assistant Manager, Counselor	11,10,648	Confirmed	Intermediate	10-Oct-2022

Additional particulars required under Rule 5(3) — (v)–(ix)

Name	Age	Last Employment Held	% Equity Shares Held	Relative of Director/Manager?
Rupal Sanjay Mandavia	51	-	59.87%	-
Nitin Sharma	43	Big Charter Private Limited	-	-
Purushottam Kumar	50	FLYBIG MRO PVT LTD	-	-
Randeep Uberoi	45	Big Charter Private Limited	-	-
Vipul Verma	41	Dfly International	-	-
Rakesh	37	FLYBIG MRO PVT LTD	-	-
Sandeep Kumar	27	Big Charter Private Limited	-	-
Barun Sharma	39	FLYBIG MRO PVT LTD	-	-
Bipin Kumar Yadav	33	School Of Aeronautics	-	-
Nidhi Gakhar	38	Tritya Air Hostess Academy	-	-

22. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013, read with the applicable Rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations, the Independent Directors have submitted declarations confirming that each of them meets the criteria of independence. There has been no change in the circumstances affecting their status as independent directors of the Company

23. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met "15" times during the year under review on 01.05.2025, 20.07.2025, 28.07.2025, 28.07.2025, 30.07.2025, 01.08.2025, 02.08.2025, 16.09.2025, 28.11.2025, 04.12.2025, 10.12.2025, 02.01.2026, 24.01.2026, 25.02.2026 and 20.03.2026 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minutes book kept by the Company for the purpose. The intervening period between the Board Meetings were well within the maximum time between the two meetings prescribed under section 173 of the Companies Act, 2013 and special Measures under companies act in view of Covid outbreak.

The annual calendar of meetings is broadly determined at the beginning of each year. The details of the meetings held during the year are as under:

S. No.	Name of the Directors	Category	No. of meetings held	No. of meetings attended
1.	Rupal Sanjay Mandavia	Director	15	15
2.	Sivasubramanian Natrajhen	Independent Director	12	12
3	Manita Rani	Independent Director	15	15
4.	Mitul Natvarlal Mandavia	Director	15	15
5.	Kripa Bhargav Mandavia	Director	15	15
6.	Sanjay Kumar Sharma	Independent Director	1	1

24. COMMITTEES OF BOARD:

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. CSR Committee

1. Audit Committee

Our Company has constituted an Audit Committee ("Audit Committee"), as per Section 177 of the Companies Act, 2013; vide resolution passed at the meeting of the Board of Directors held on June 10, 2024. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting

The committee presently comprises the following 3 (Three) directors and during FY 2026, the Audit Committee met 3 (Three) times: 15th July, 2025, 30th July, 2025 and 02nd January, 2026.

Sr. No.	Name	Designation	Nature of Directorship	No. of meetings attended
1.	Mr. Sivasubramanian Natrajhen*	Chairman	Independent Director	3
2.	Mr. Sanjay Kumar Sharma*	Chairman	Independent Director	-
3.	Ms. Manita Rani	Member	Independent Director	3
4.	Ms. Rupal Sanjay Mandavia	Member	Managing Director	3

*Mr. Sivasubramanian Natrajhen (Independent Director) resigned during the year under review dated 21/01/2026 and Mr. Sanjay Kumar Sharma (Independent Director) appointed in his place to fill the casual vacancy on dated 25/02/2026

2. Nomination and Remuneration Committee:

Our Company has constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on June 10, 2024. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The committee presently comprises the following 3 (Three) directors and during FY2026, the Committee met two time i.e., 16th September 2025 and 25th February, 2026.

Sr. No.	Name	Designation	Nature of Directorship	No. of meetings attended
1.	Mr. Sivasubramanian Natrajhen*	Chairman	Independent Director	1
2.	Mr. Sanjay Kumar Sharma*	Chairman	Independent Director	-
3.	Ms. Manita Rani	Member	Independent Director	2
4.	Ms. Kripa Bhargav Mandavia	Member	Non-Executive (Non-Independent) Director	2

*Mr. Sivasubramanian Natrajhen (Independent Director) resigned during the year under review dated 21/01/2026 and Mr. Sanjay Kumar Sharma (Independent Director) appointed in his place to fill the casual vacancy on dated 25/02/2026

3. Stakeholder Relationship Committee:

Our Company has constituted a shareholder / investors grievance committee "Stakeholders Relationship Committee" to redress complaints of the shareholders. The Stakeholders Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on June 10, 2024. The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company.

The committee presently comprises the following 3 (Three) directors and during FY2026, the Committee met one time i.e., 16th September 2025.

Sr. No.	Name	Designation	Nature of Directorship	No. of meetings attended
1.	Mr. Sivasubramanian Natrajhen*	Chairman	Independent Director	1
2.	Mr. Sanjay Kumar Sharma*	Chairman	Independent Director	-
3.	Ms. Manita Rani	Member	Independent Director	1
4.	Ms. Rupal Sanjay Mandavia	Member	Managing Director	1

*Mr. Sivasubramanian Natrajhen (Independent Director) resigned during the year under review dated 21/01/2026 and Mr. Sanjay Kumar Sharma (Independent Director) appointed in his place to fill the casual vacancy on dated 25/02/2026

4. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee shall formulate and recommend a CSR policy to the Board, the Company has constituted a Corporate Social Responsibility Committee pursuant to resolution of the Board of Directors dated June 10, 2024. The Corporate Social Responsibility Committee shall recommend the amount of expenditure to be incurred on the CSR activities to be undertaken by the company, monitor the CSR policy of the Company from time to time and establish the transparent controlling mechanism for the implementation of the CSR projects or programs or activities undertaken by the company as per the requirements of the Companies Act, 2013, Listing Agreement and SEBI LODR for Corporate Governance.

The committee presently comprises the following 3 (Three) directors and during FY2026, the Committee met one time i.e., 16th September 2025.

Sr. No.	Name	Designation	Nature of Directorship	No. of meetings attended
1.	Ms. Manita Rani	Chairperson	Independent Director	1
2.	Ms. Rupal Sanjay Mandavia	Member	Managing Director	1
3.	Ms. Kripa Bhargav Mandavia	Member	Director	1

25. MEETING OF THE INDEPENDENT DIRECTOR

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI regulations, one separate meeting of the Independent Directors was held during the financial year on 12th January, 2026, without the attendance of non-independent directors and management personnel. The Independent Directors, inter alia, deliberated on the Companys challenges and growth strategies, the adequacy of information flow to the Board, corporate strategy, leadership strengths, compliance and governance framework, human resource matters, and the performance of the Executive.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) That in the preparation of the annual accounts for the period ended 31.03.2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31.03.2026;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the annual accounts on a going concern basis and

e) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism to enable Directors and employees to report genuine concerns relating to unethical practices, actual or suspected fraud, and instances of misconduct or mismanagement, if any. The policy governing the Vigil Mechanism is hosted on the Companys website and can be accessed at: https://fwstc.in/corporate-policies/

28. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

None of the Directors of the Company have drawn any remuneration / commission from the Companys holding Company / subsidiary Companies.

29. CORPORATE GOVERNANCE

The Company places significant emphasis on sound corporate governance, transparency, accountability and ethical business practices.

Following its listing on NSE Emerge, the Company has continued to strengthen its governance and compliance framework in accordance with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The Company has constituted the requisite Board Committees and has established appropriate mechanisms for oversight, compliance and stakeholder engagement.

The Company also maintains a Vigil Mechanism to enable Directors and employees to report genuine concerns relating to unethical practices, suspected fraud, misconduct or mismanagement.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 the compliance of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 is not applicable for a company having: Paid up of 10 Crore or Net-worth of 25 Crore, in the immediate preceding financial year. A listed entity which has listed its specified securities on the SME Exchange.

For the reporting period, company was an unlisted company and further securities of the Company listed at Emerge Platform of NSE Limited. Therefore, Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

30. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board of Directors conducted an annual evaluation of its own performance, that of its Committees, and of the Individual Directors, including the Independent Directors.

Based on the evaluation criteria and after due deliberation, the Board concluded that the Directors possess an appropriate blend of skills, experience, expertise, and diverse industry knowledge, enabling them to contribute effectively to the Companys growth and governance. The performance of all the Directors was found to be satisfactory.

31. ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year under review has been placed on the Companys website and is available at: https://fwstc.in/annual-return/

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of the Annual Report as "Annexure IV".

33. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

In accordance with the applicable provisions, the Policy relating to the appointment of Directors, payment of remuneration, and discharge of their duties is hosted on the Companys website and can be accessed at: https://fwstc.in/corporate-policies/

34. AUDITOR AND AUDITORS REPORT:

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

The Company in its 14th Annual General Meeting (AGM) held on 29/07/2025 appointed M/s. Jain & Jain LLP, Chartered Accountants, (FRN No.- 103869W/W100630) as Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 and the rules framed there under, for a term of 5 consecutive years commencing from the conclusion of the this Annual General Meeting held on 29/07/2025 until the conclusion of 19th Annual General Meeting of the Company to be held in the Financial year 2030-2031.

There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report.

Further, there were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2025-2026.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the applicable rules made thereunder, the requirement for appointment of a Secretarial Auditor became applicable to the Company upon its listing on 12th December, 2025.

Accordingly, the Board of Directors, at its meeting held on 20th March, 2026, appointed M/s. Ankit Singhal & Associates, Practising Company Secretary (Membership No. A41744; Certificate of Practice No. 21720), holder of Peer Review Certificate No. 2276/2022, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2025-26.

The remuneration payable to the Secretarial Auditor has been mutually agreed upon between the Board of Directors and the Secretarial Auditor and shall include reimbursement of out-of-pocket expenses incurred, if any, in connection with the audit assignment.

The Secretarial Audit Report for F.Y. 2025-26 is provided as "Annexure-III" of this report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the requirement for appointment of an Internal Auditor became applicable to the Company upon completion of the prescribed period following its listing on 12th December, 2025. Accordingly, the Board of Directors, at its meeting held on 11th June, 2026, appointed Mr. Nishant Sharma as the Internal Auditor of the Company for the Financial Year 2026-27.

The Internal Auditor conducts periodic internal audits, and the audit reports are placed before the Board of Directors for its review and consideration.

COST AUDITOR

The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is not required to appoint a cost auditor for the financial year 2025-2026.

DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the company.

BOARD COMMENTS ON AUDITORS REPORT

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment. Further, observations of the Secretarial Auditors, when read together with the secretarial audit report are self-explanatory and do not call for any further comment.

35. MEETINGS OF THE MEMBERS

The Last i.e. the 14th Annual General Meeting of the Company for the financial year 2024-2025 was held on 29/07/2025 at the Registered Office of the Company.

Particulars of the Extra-Ordinary General Meeting of the Company held during the year

There were 1 (one) Extra Ordinary General Meeting held during the year under consideration dated 30-05-2025.

36. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to the protection of women against sexual harassment. The rights to work with dignity are universally recognised human rights.

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (the ICC) to consider and resolve the complaints related to sexual harassment.

The composition of the Internal Complaints Committees is as follows:

Sr. No.	Name	Designation
1.	Ms Rupal Sanjay Mandavia	Presiding Officer
2.	Mr. Randeep Uberoi	Internal Member
3.	Ms. Aarti	Internal Member
4.	Ms. Pragya Sharma	External Member

Accordingly, the policy related to the Prevention of Sexual Harassment has been updated on the website of the company: https://fwstc.in/corporate-policies/

The following is the summary of Sexual Harassment Complaints received and disposed-off during the Calendar Year 2025:

a. Number of Complaints of Sexual Harassment at the beginning of the Financial year: NIL

b. Number of Complaints disposed-off during the year: NIL

c. Number of Complaints pending as on the end of the Financial year: NIL

d. Nature of action taken by the Company: NA

37. SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards-2 (General Meetings) (together referred to as the Secretarial Standards) w.e.f. 1st October, 2017 as approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act, 2013.

38. STATEMENT OF DEVIATION(S) OR VARIATIONS(S) AS PER THE REG. 32(7A) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

During the year under review, the Company raised funds amounting to Rs 4,799.45 lakhs through an Initial Public Offer (IPO) by issuing equity shares on the Emerge Platform of National Stock Exchange of India Limited (NSE Emerge).

Further during the reporting period and Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations / LODR) there was no deviation/variation in the utilisation of proceeds of the Company.

The details of utilisation of the proceeds from the said issue are set out below:

Original Object	Amount disclosed in the Offer Document	Actual Utilised Amount	Un utilised amount
To meet capital expenditure towards purchase of machines	3533.98	666.01	2867.06
General Corporate purpose	468.34	468.34	0
Issue Related expense	797.13	797.13	0

39. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, there are no particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013 except as disclosed in financial statement of the company.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

41. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

During the year under review, all related party transactions entered into are in ordinary course of business and at arms length basis only, in compliance with the applicable provisions of the Companies Act, 2013. The details of the transactions consummated during the year are reviewed and approved by the Audit Committee & Board of Directors.

Further, during the year under review, the Company has entered into material related party transactions in compliance with Section 188 of the Companies Act, 2013.

The details of related party transactions as required under provisions of section 134(3) of the Companies Act 2013 are provided in Form AOC-2, which is annexed to this Directors Report as ‘Annexure II.

42. DEPOSITS

The Company has not accepted any deposits under the applicable provisions of the Companies Act, 2013 and the rules framed there under.

43. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.

46. INTERNAL CONTROL SYSTEMS

The Company is well equipped with internal financial controls. The Board of Directors of the Company, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control.

The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis.

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring:

- Orderly and efficient conduct of its business,

- Adherence to the respective companys policies,

- Safeguarding of its assets,

- Prevention and detection of frauds and errors,

- Accuracy and completeness of the accounting records,

- Timely preparation of reliable financial information, as required under the Act.

47. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

As the business and activities of the Company does not involve any manufacturing activity right now, the information required to be provided under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the financial year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings:	00.00
Outgo:	13,968.00 USD Being payment to Flame Aviation for Lease Rent 2,972.78 EURO Being Payment to Flame Aviation for Parts 5,04,062.92 USD Being Payment to Spatial Composite for Procurement of Simulator(s) and Parts 1,00,000 EURO Being payment to Sim International for procurement of Simulator(s)

a) Conservation of Energy: NA

b) Technology Absorption:

Efforts made for technology absorption	N.A.
Benefits derived	N.A.
Expenditure on Research &Development, if any	N.A.
Details of technology imported, if any	N.A.
Year of import	N.A.
Whether imported technology fully absorbed	N.A.
Areas where absorption of imported technology has not taken place, if any	N.A.

48. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

The company has made Contribution of CSR Rs. 23,00,000/- (Rupees Twenty Three Lakhs Only) during the financial year 2025-26.

The CSR Report forms part of the Annual Report as "Annexure V".

49. STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

During the year, the risk assessment parameters were reviewed. In the opinion of the Board, there are no major elements of risk which has the potential of threatening the existence of the Company.

During the year under review, the company have not developed and implemented risk management policy.

50. DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

- Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

- Regular third-party cybersecurity audits and vulnerability assessments.

- Employee training programs on data protection and cybersecurity awareness.

- Strict access control mechanisms and implementation of role-based permissions.

- Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

51. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

52. ACKNOWLEDGEMENT

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels. Your Board also wishes to place on record its appreciation for the services rendered by its auditor, consultants business partners, Bankers, Service Providers as well as regulatory and government authorities for extending support and placing their faith and trust on the Board.

For and on behalf of the Board of Directors

Flywings Simulator Training Centre Limited

Sd/-

Rupal Sanjay Mandavia

DIN: 02275347

Managing Director

Sd/-

Mitul Natvarlal Mandavia

DIN: 10505115

Director

DATE: 05.09.2026

PLACE: Gurgaon