Acquisition

PHYSICSWALLAH LIMITED Date: November 04, 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 Symbol: PWL Scrip Code: 544609 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 Utkarsh Classes & Edutech Private Limited, a Subsidiary of Physicswallah Limited (“the Company”) Dear Sir/Madam, This is further to the disclosures made by the Company in its Prospectus dated November 13, 2025 and the subsequent stock exchange disclosure dated December 08, 2025, wherein the Company had, inter alia, informed that it had entered into a Share Acquisition Terms Agreement (“SATA”) with Utkarsh Classes & Edutech Private Limited (“Utkarsh Classes”) and its respective shareholders on February 18, 2023, as amended from time to time (“Transaction Documents”), for the acquisition of up to 100% of the equity share capital of Utkarsh Classes in five tranches, to be completed by FY 2027-28. The Company has completed the first three tranches of the acquisition and currently holds 75.50% of the equity share capital of Utkarsh Classes. 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., Wednesday, November 04, 2026, has, inter alia, considered and approved: 1. the execution of a third amendment agreement to the SATA to replace the PAT-linked valuation mechanism for Tranche IV with a mutually agreed fixed purchase consideration and to dispense with the acquisition under Tranche V, including deletion of the corresponding provisions and valuation mechanism from the SATA; and 2. the acquisition under Tranche IV, pursuant to the Transaction Documents, of 25,599 equity shares of Utkarsh Classes, representing 12.25% of its fully diluted equity share capital, for an aggregate purchase consideration of INR 2,55,990 (Indian Rupees Two Lakh Fifty-Five Thousand Nine Hundred and Ninety only), in accordance with the terms of the aforesaid Amendment Agreement, thereby increasing the Company's shareholding in Utkarsh Classes from 75.50% to 87.75%. The meeting of the Board of Directors of the Company commenced at 02:45 P.M. (IST) and concluded at 03:37 P.M. (IST). 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- 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: L80900UP2020PLC129223; Contact: 0120-6618164; Website: www.pw.live; Email Id: compliance@pw.live PHYSICSWALLAH LIMITED This disclosure will also be hosted on the Company's website viz. https://www.pw.live/investor-relations 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: L80900UP2020PLC129223; Contact: 0120-6618164; Website: www.pw.live; Email Id: compliance@pw.live PHYSICSWALLAH LIMITED Annexure-A Sl. Particular Details 1 Name of the Target Company, details in brief Name: Utkarsh Classes & Edutech Private Limited such as size, turnover, etc (“Utkarsh Classes”) Paid-up Share Capital: INR 20,89,750 Turnover: INR 169.66 Crores 2 Whether the acquisition would fall within The transaction is being undertaken between the related party transaction(s) and whether the Company and the existing shareholders of Utkarsh promoter/ promoter group/ group companies Classes and does not fall within the ambit of a have any interest in the entity being acquired? related party transaction. If yes, nature of interest and details thereof and whether the same is done at “arm’s The promoter, promoter group and group length” companies of the Company have no interest in Utkarsh Classes. 3 industry to which the entity being acquired Education Industry belongs; 4 objects and impact of acquisition (including Incremental acquisition of Utkarsh Classes shares but not limited to, disclosure of reasons for (Tranche 4) under the existing SATA, consistent acquisition of target entity, if its business is with the Company's core education business; no outside the main line of business of the listed change in line of business. entity); 5 brief details of any governmental or Not Applicable regulatory approvals required for the acquisition; 6 indicative time period for completion of the The Company intends to complete the acquisition acquisition; of 12.25% of the fully diluted equity share capital of Utkarsh Classes in three months. 7 consideration - whether cash consideration or Cash share swap or any other form and details of the same; 8 cost of acquisition and/or the price at which INR 2,55,990 comprising of 25,599 equity shares the shares are acquired; of INR 10 (FV) each. 9 percentage of shareholding / control acquired 25,599 equity shares of INR 10 (FV) each, and / or number of shares acquired; representing 12.25% of equity share capital of Utkarsh Classes are acquired from existing shareholders. Post this acquisition, the shareholding of the Company in Utkarsh Classes stands increased from 75.50% to 87.75%. 10 brief background about the entity Utkarsh Classes & Edutech Private Limited acquired in terms of products/line of business (“Utkarsh Classes”) was incorporated on acquired, date of incorporation, history of last November 16, 2018. Utkarsh Classes is engaged in 3 years turnover, country in which the the business of establishing and operating educational institutions in India or abroad, 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: L80900UP2020PLC129223; Contact: 0120-6618164; Website: www.pw.live; Email Id: compliance@pw.live PHYSICSWALLAH LIMITED acquired entity has presence and any other including schools, colleges, coaching centers, and significant information (in brief); laboratories/workshops across science and non- science streams. The company also provides educational content and sells books and course materials through online platforms. The turnover of the Company for the last three financial years is provided below: Year Turnover (INR In Crore) FY 2025-26 INR 169.66 FY 2024-25 INR 168.96 FY 2023-24 INR 146.97 Country of presence of the Company: India 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: L80900UP2020PLC129223; Contact: 0120-6618164; Website: www.pw.live; Email Id: compliance@pw.live