Acquisition

PHYSICSWALLLL AHH LIMITED Date: July 16, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (E), Mumbai – 400 051 India Mumbai – 400 001 India Scrip Code: 544609 Symbol: PWL Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Investment in Guiding Light Education Technologies Private Limited (“Sarrthi IAS”) Dear Sir/Madam, This is further to the disclosures contained in the Prospectus dated November 13, 2025, wherein it was informed that Physicswallah Limited ("the Company") had entered into a Shareholders' Agreement ("SHA") and Share Purchase Agreement ("SPA") with Sarrthi IAS and its promoters on September 2, 2025 (collectively, the "Transaction Documents"), for the acquisition of up to 85% of the fully diluted equity share capital of Sarrthi IAS, in six tranches during the financial years 2026 to 2031, with the purchase consideration for each tranche being determined in accordance with the EBITDA-based valuation mechanism prescribed under the Transaction Documents. Pursuant thereto, the Company has completed Tranche I and currently holds 40% of the of the fully diluted equity share capital of Sarrthi IAS, pursuant to which Sarrthi IAS became an associate of the Company. In continuation thereof, and pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations, we wish to inform you that the Board of Directors of the Company, at its meeting held today, i.e., Thursday, July 16, 2026, has, inter alia, considered and approved: 1. the execution of an Addendum to the SPA to record the mutually agreed revisions in relation to the valuation methodology and purchase consideration applicable to Tranche II. Except for the aforesaid revisions, all other terms of the Transaction Documents, including the acquisition of the remaining tranches in accordance with the prescribed EBITDA-based valuation mechanism, shall remain unchanged; and 2. the undertaking of Tranche II acquisition under the Transaction Documents, comprising the acquisition of 1,100 equity shares, representing an additional 11% of the fully diluted equity share capital of Sarrthi IAS, at a purchase consideration aggregating to INR 71,81,47,100, in accordance with the terms of the aforesaid Addendum. Upon completion of Tranche II, the Company's shareholding in Sarrthi IAS will increase from 40% to 51%, consequent to which Sarrthi IAS will become a subsidiary of the Company. The Company shall continue to undertake the acquisition of the remaining tranches in accordance with the terms of the Transaction Documents and shall make the requisite disclosures, as applicable, upon completion of such acquisitions from time to time. The meeting of the Board of Directors of the Company commenced at 04:15 P.M. (IST) and concluded at 05:10 P.M. (IST). Physicswallah Limited (Formerly known as ‘Physicswallah Private Limited’) Plot No. B-8, Tower A 101-119, Noida One, Noida, Sector 62, Dadri, Gautam Buddha Nagar, Uttar Pradesh - 201309; CIN: U80900UP2020PLC129223; Contact: 0120-6618164; Website: www.pw.live; Email Id: compliance@pw.live PHYSICSWALLLL AHH LIMITED The details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed herewith as Annexure-A. This disclosure will also be hosted on the Company's website viz h(cid:425)ps://www.pw.live/investor-rela(cid:415)ons Request you to kindly take the same on record. Thank you. Yours sincerely, For Physicswallah Limited Ajinkya Jain Group General Counsel, Company Secretary & Compliance Officer Membership No.: A33261 Physicswallah Limited (Formerly known as ‘Physicswallah Private Limited’) Plot No. B-8, Tower A 101-119, Noida One, Noida, Sector 62, Dadri, Gautam Buddha Nagar, Uttar Pradesh - 201309; CIN: U80900UP2020PLC129223; Contact: 0120-6618164; Website: www.pw.live; Email Id: compliance@pw.live PHYSICSWALLLL AHH LIMITED Annexure -A Sl. Par(cid:415)cular Details 1 Name of the Target Company, details in brief Name: Guiding Light Educa(cid:415)on Technologies such as size, turnover, etc Private Limited ("Sarrthi IAS") Paid-up Share Capital: INR 1,00,000 Turnover: INR 76,51,61,325 Net worth: INR 33,96,10,548 2 Whether the acquisi(cid:415)on would fall within The transac(cid:415)on is being undertaken between the related party transac(cid:415)on(s) and whether the Company and the exis(cid:415)ng shareholders of Sarrthi promoter/ promoter group/ group IAS and does not fall within the ambit of a related companies have any interest in the en(cid:415)ty party transac(cid:415)on. being acquired? If yes, nature of interest and details thereof and whether the same is done The promoter, promoter group and group at “arm’s length” companies of the Company have no interest in Sarrthi IAS. However, a Key Managerial Personnel of the Company acts as a nominee director on the Board of Sarrthi IAS, and the transac(cid:415)on is being undertaken at arm's length based on an independent valua(cid:415)on report. 3 Industry to which the en(cid:415)ty being acquired Educa(cid:415)on Industry belongs; Sarrthi IAS is principally engaged in the business of providing online and offline coaching and test prepara(cid:415)on services for civil services and other compe(cid:415)(cid:415)ve examina(cid:415)ons. 4 Objects and impact of acquisi(cid:415)on (including The acquisi(cid:415)on is expected to strengthen the but not limited to, disclosure of reasons for Company's presence in the UPSC and civil acquisi(cid:415)on of target en(cid:415)ty, if its business is services examina(cid:415)on prepara(cid:415)on segment and is outside the main line of business of the listed aligned with its long-term strategic growth en(cid:415)ty); objec(cid:415)ves. 5 Brief details of any governmental or Not Applicable regulatory approvals required for the acquisi(cid:415)on; 6 Indica(cid:415)ve (cid:415)me period for comple(cid:415)on of the Pursuant to the Transac(cid:415)on Documents, the acquisi(cid:415)on; Company proposes to acquire up to 85% of the fully diluted equity share capital of Sarrthi IAS in six tranches by FY2031. Tranche I has already been completed and, following the present acquisi(cid:415)on, the remaining tranches are proposed to be undertaken in accordance with the Transac(cid:415)on Documents. 7 Considera(cid:415)on - whether cash considera(cid:415)on Cash or share swap or any other form and details of the same; 8 Cost of acquisi(cid:415)on and/or the price at which Aggregate considera(cid:415)on of INR 71,81,47,100 for the shares are acquired; acquisi(cid:415)on of 1,100 equity shares. 9 Percentage of shareholding / control The present acquisi(cid:415)on pertains to Tranche II acquired and / or number of shares acquired; under the Transac(cid:415)on Documents, pursuant to which the Company proposes to acquire 1,100 Physicswallah Limited (Formerly known as ‘Physicswallah Private Limited’) Plot No. B-8, Tower A 101-119, Noida One, Noida, Sector 62, Dadri, Gautam Buddha Nagar, Uttar Pradesh - 201309; CIN: U80900UP2020PLC129223; Contact: 0120-6618164; Website: www.pw.live; Email Id: compliance@pw.live PHYSICSWALLAH LIMITED equity shares, represen(cid:415)ng an addi(cid:415)onal 11% equity stake in Sarrthi IAS. Upon comple(cid:415)on of the acquisi(cid:415)on, the Company's shareholding will increase from 40% to 51%, consequent to which Sarrthi IAS will become a subsidiary of the Company. 10 Brief background about the en(cid:415)ty Sarrthi IAS was incorporated as a Private Limited acquired in terms of products/line of Company on June 20, 2023, under Companies business acquired, date of incorpora(cid:415)on, Act, 2013. history of last 3 years turnover, country in which the acquired en(cid:415)ty has It is engaged in the business [Showing first 8,000 characters — download PDF for full document]