NEW DELHI, THURSDAY, NOVEMBER 13, 2025 FOLLOW US ON TWITTER & FACEBOOK. APP AVAILABLE ON APP STORE & PLAYSTORE WWW.FINANCIALEXPRESS.COM READ TO LEAD VOL. L1 NO. 218, 74 PAGES, `12.00 (PATNA & RAIPUR `12, SRINAGAR `15) P U B L I S H E D F R O M : A H M E D A B A D , B E N G A L U R U , C H A N D I G A R H , C H E N N A I , H Y D E R A B A D , K O C H I , K O L K ATA , L U C K N O W, M U M B A I , N E W D E L H I , P U N E THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES ON THE MAIN BOARD OF BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE” AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). PHYSICSWALLAH LIMITED (Please scan the QR code to view the RHP) Our Company was originally incorporated at Prayagraj, Uttar Pradesh as “Physicswallah Private Limited”, a private limited company under the provisions of the Companies Act, 2013 with the Registrar of Companies, Uttar Pradesh at Kanpur (“RoC”), pursuant to a certificate of incorporation dated June 6, 2020, issued by the Registrar of Companies, Central Registration Centre. Upon the conversion of our Company into a public limited company, pursuant to a resolution passed by the Board of Directors dated December 11, 2024, and a Shareholders’ resolution dated December 13, 2024, the name of our Company was changed to “Physicswallah Limited”, and a fresh certificate of incorporation dated January 8, 2025 was issued by the Registrar of Companies, Central Processing Centre. For details in relation to the changes in registered office address of our Company, see “History and Certain Corporate Matters - Changes in the registered office of our Company” on page 299 of the Red Herring Prospectus dated November 4, 2025 filed with the RoC (the “Red Herring Prospectus” or “RHP”). Corporate Identity Number: U80900UP2020PLC129223 Registered and Corporate Office: Plot No. B-8, Tower A, 101-119, Noida One, Sector – 62, Gautam Buddha Nagar, Dadri, Noida 201 309, Uttar Pradesh, India; Contact Person: Ajinkya Jain, Group General Counsel, Company Secretary and Compliance Officer; Tel: +91 9289926531; E-mail: investorsrelation@pw.live; Website: www.pw.live PROMOTERS OF OUR COMPANY: ALAKH PANDEY AND PRATEEK BOOB INITIAL PUBLIC OFFERING OF [●] EQUITY SHARES OF FACE VALUE OF ` 1 EACH (“EQUITY SHARES”) OF PHYSICSWALLAH LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE INCLUDING A SECURITIES PREMIUM OF ` [●] PER EQUITY SHARE (THE “OFFER PRICE”) AGGREGATING UP TO ` 34,800.00 MILLION (THE “OFFER”). THE OFFER COMPRISES A FRESH ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ` 1 BY OUR COMPANY AGGREGATING UP TO ` 31,000.00 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF [●] EQUITY SHARES OF FACE VALUE OF ` 1 EACH AGGREGATING UP TO ` 3,800.00 MILLION (“OFFER FOR SALE”) COMPRISING AN OFFER FOR SALE OF [●] EQUITY SHARES OF FACE VALUE OF ` 1 EACH AGGREGATING UP TO ` 1,900.00 MILLION BY ALAKH PANDEY AND [●] EQUITY SHARES OF FACE VALUE OF ` 1 EACH AGGREGATING UP TO ` 1,900.00 MILLION BY PRATEEK BOOB ( “PROMOTER SELLING SHAREHOLDERS” TOGETHER WITH THE SUCH EQUITY SHARES, THE “OFFERED SHARES”). THE OFFER INCLUDES A RESERVATION OF [●] EQUITY SHARES OF FACE VALUE OF ` 1 EACH, AGGREGATING UP TO ` 70.00 MILLION (CONSTITUTING UP TO [●]% OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREINAFTER) (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST- OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. DETAILS OF THE PROMOTER SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION Name of the Selling Shareholder Type of Selling Shareholder Number of Offered Shares/ Amount (in ` million) Weighted Average Cost of Acquisition per Equity Share^ (in `) Promoter Selling Shareholder Alakh Pandey Equity Shares of face value of `1 each aggregating up to ` 1,900 million Negligible& Prateek Boob Promoter Selling Shareholder Equity Shares of face value of `1 each aggregating up to ` 1,900 million Negligible& ^As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated November 4, 2025. | &The weighted average cost of acquisition per Equity Share is below `0.01. Notes: (1) Pursuant to resolution dated February 25, 2022 passed by our Board, and resolution dated March 21, 2022 passed by the Shareholders, equity shares of face value of `10 per equity share were sub-divided into Equity Shares of face value of ` 1 per Equity Share. Pursuant to resolution dated February 25, 2022 passed by our Board, and resolution dated March 21, 2022 passed by our Shareholders, our Company undertook bonus issue of Equity Shares in the ratio of 599 Equity Shares for every Equity Share held. Further, pursuant to resolution dated March 4, 2025 passed by our Board, and resolution dated March 5, 2025 passed by the Shareholders, our Company undertook bonus issue of Equity Shares in the ratio of 35 Equity Shares for every Equity Share held. PRICE BAND: `103 TO `109 PER EQUITY SHARE OF FACE VALUE OF `1 EACH. THE FLOOR PRICE IS 103 TIMES OF THE FACE VALUE OF THE EQUITY SHARES AND THE CAP PRICE IS 109 TIMES OF THE FACE VALUEOF THE EQUITY SHARES. A DISCOUNT OF `10 PER EQUITY SHARE IS BEING OFFERED TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION SINCE COMPANY HAS INCURRED LOSS IN FINANCIAL YEAR 2025 BASED ON RESTATED CONSOLIDATED FINANCIAL INFORMATION, THE BASIC AND DILUTED EPS IS NEGATIVE, AND HENCE, THE PRICE TO EARNINGS RATIO IS NOT ASCERTAINABLE. WEIGHTED AVERAGE RETURN ON NET WORTH FOR FINANCIAL YEARS 2025, 2024 AND 2023 IS (43.12)%. BIDS CAN BE MADE FOR A MINIMUM OF 137 EQUITY SHARES AND IN MULTIPLES OF 137 EQUITY SHARES THEREAFTER. BID/OFFER PERIOD BID/OFFER CLOSES TODAY# The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Date. # We offer test preparation courses for competitive examinations, and other courses such as for upskilling. Our channels of delivery include – (i) online, which includes our social media channels, website and apps; (ii) tech-enabled offline centers (where our faculty conducts live classes in a physical center); or (iii) hybrid centers (our two-teacher model where a student attends a live online classes at a physical center and can benefit from another faculty that is present at the center to resolve questions and participate in revision classes). The Offer is being made through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations. The Equity Shares will get listed on the main board of NSE and BSE. NSE shall be the Designated Stock Exchange. QIB Portion: Not less than 75% of the Net Offer | Non-Institutional Investor Portion: Not more than 15% of the Net Offer | Retail Portion: Not more than 10% of the Net Offer Employee Reservation Portion: Up to [●] Equity Shares of face value of `1 each aggregating up to `70.00 million. IN MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS MUST ONLY RELY ON THE INFORMATION INCLUDED IN THE RED HERRING PROSPECTUS AND THE TERMS OF THE OFFER, INCLUDING THE RISKS INVOLVED AND NOT RELY ON ANY OTHER EXTERNAL SOURCES OF INFORMATION ABOUT THE OFFER AVAILABLE IN ANY MANNER. IN RELATION TO PRICE BAND, POTENTIAL INVESTORS SHOULD ONLY REFER TO THIS PRICE BAND ADVERTISEMENT FOR THE OFFER AND SHOULD NOT RELY ON ANY MEDIA ARTICLES / REPORTS IN RELATION TO THE VALUATION OF OUR COMPANY AS THESE ARE NOT ENDORSED, PUBLISHED OR CONFIRMED EITHER BY THE COMPANY OR THE BRLMS. In accordance with the recommendation of committee of Independent Directors of our Company, pursuant to the resolution dated November 5, 2025, the above provided price band is justified based on quantitative factors/KPIs disclosed in the “Basis for Offer Price” section on page 186 of the RHP vis-a-vis the weighted average cost of acquisition (“WACA”) of primary and secondary transaction(s) as applicable, disclosed in the “Basis for Offer Price” on page 193 of the RHP and provided below in the advertisement. RISK TO INVESTORS | For details, refer to the “Risk Factors” section on page 52 of the RHP. • Loss incurred by Our Company and Subsidiaries in three months ended June 30, 2025, Fiscal 2025, 2024 and 2023: - Loss Incurred by our Company: We have incurred restated loss for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively, and have had negative net worth as at March 31, 2024 and negative EBITDA in Fiscal 2024 and the three months ended June 30, 2025 as indicated in the table below. If we are unable to generate adequate revenue growth and manage our expenses and cash flows as we grow, we may continue to incur losses in the future, which may negatively affect our financial condition. (in ` million, unless otherwise stated) As at and for the three months ended June 30, Particulars 2025 As at and for Fiscal ended March 31, 2025 2024 2023 Revenue from operations 8,470.88 6,351.96 28,866.43 19,407.10 7,443.18 Restated loss for the period/year (1,270.09) (718.12) (2,432.58) (11,311.30) (840.75) Net Worth(1) 18,679.21 7,199.22 19,453.67 (8,617.89) 622.89 EBITDA(2) (212.21) 92.34 1,931.95 (8,293.46) 138.58 (1) “Net Worth” has been defined as the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 509. We have calculated this by aggregating Equity share capital, Instrument entirely equity in nature, Retained earnings, Securities premium, General reserve and Employee stock options reserve. (2) EBITDA is calculated by adding total tax expense/(credit), finance costs and depreciation and amortisation expense to restated loss for the period/year. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 509. - Loss Incurred by our Subsidiaries: Certain of our Subsidiaries (as indicated in the table below) have incurred losses and had negative net worth in the past, and portion of the Net Proceeds will be invested in the acquisition of additional shareholding in Utkarsh Classes. If they continue to incur losses, we may be required to continue providing financial support to them which may adversely affect our consolidated cash flows, results of operations and financial condition. (in ` million, unless otherwise indicated) Entity name 2024 As at and for the three months ended June 30, 2025 2024 As at and for Fiscal ended March 31, 2025 2024 2023 Xylem Learning Private Limited(1) Total comprehensive income/(loss) (150.12) (360.10) (529.50) (404.63) N.A. Net worth (1,036.03) (716.51) (886.37) (356.39) N.A. Knowledge Planet Holding Limited(2) Total comprehensive income/(loss) (67.29) (56.23) (239.38) (277.29) N.A. Net worth (442.00) (194.58) (375.68) (138.87) N.A. Utkarsh Classes & Edutech Private Limited(3) Total comprehensive income/(loss) 19.46 (179.93) (196.14) (207.91) N.A. 482.97 664.00 Net worth 486.21 466.75 N.A. (1) Consolidated in the Restated Consolidated Financial Information with effect from June 17, 2023. (2) Consolidated in the Restated Consolidated Financial Information with effect from March 31, 2023. (3) Consolidated in the Restated Consolidated Financial Information with effect from March 31, 2023. • Risk Relating to Objects of the Offer: - Delay in utilization of Net Proceeds may impact operations and variation in utilization of Net Proceeds would be subject to certain applicable compliance requirements: We intend to utilize the Net Proceeds from the Offer towards (i) Capital expenditure for fit-outs of new offline and hybrid centers of our Company; (ii) Expenditure towards lease payments of existing identified offline and hybrid centers operated by our Company; (iii) Investment in our Subsidiary, Xylem Learning Private Limited for expenditure towards (a) capital expenditure for fit-outs of new offline centers of Xylem (“New Xylem Centers”) and (b) lease payments for Xylem’s existing identified offline centers and hostels; (iv) Investment in our Subsidiary, Utkarsh Classes & Edutech Private Limited for expenditure towards lease payments for Utkarsh Classes’ existing identified offline centers; (v) Expenditure towards server and cloud related infrastructure costs; (vi) Expenditure towards marketing initiatives; (vii) Acquisition of additional shareholding in our Subsidiary, Utkarsh Classes & Edutech Private Limited and (viii) Funding inorganic growth through unidentified acquisitions and general corporate purposes. The Net Proceeds will be deployed over a long period of time and any delay may impact our operations and profitability. Further, any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders’ approval. - We are yet to identify the exact locations for the setting up our new offline centers and have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer: We intend to utilize upto ` 4,605.51 million out of the Net Proceeds for expenditure towards setting up of offline and hybrid centers operated by our Company and an amount of ` 316.48 million by way of investment in Xylem for capital expenditure for fit-outs new offline centers of Xylem for which we are yet to identify the exact locations and have not entered into any definitive arrangements. If we are unable to find suitable locations or if the lease rentals for these locations are in excess of our estimates, our operations, financial condition and cash flows may be adversely impacted. • Risk relating to student attraction and retention: Our success depends on our ability to attract and retain students. Any failure to do so could adversely impact our business, reputation, financial conditions and cash flows. Following table sets out select metrics for the periods/years indicated: (in million, unless otherwise stated) For the three months ended June 30, 2025 2024 2.43 1.87 2.10 1.60 0.33 0.27 33,769 23,386 1.39% 1.25% 8,470.88 6,351.96 3,987.65 3,012.86 47.07% 47.43% 4,129.64 3,117.07 48.75% 49.07% 353.59 222.03 3,930.55 3,990.10 11,821.56 11,532.42 Total number of Paid Users Number of Unique Transacting Users (Online channel)(2) Number of Offline Student Enrollments(3) Number of student dropouts(4) (number) Number of student dropouts as a % of Total Number of Paid Users(5)(%) Revenue from operations (in ` million) Revenue from operations (Online Channel) (in ` million)(6) Revenue from operations (Online Channel) as % of Revenue from operations Revenue from operations (Offline Channel) (in ` million)(7) Revenue from operations (Offline Channel) as % of Revenue from operations Revenue from operations (Others)(in ` million) (8) Average Collection Per User (Online Channel) or “ACPU” (in `)(9) Average Revenue Per User (Offline Channel) or “ARPU” (in `)(10) Notes: (1) Aggregate sum of number of Unique Transacting Users (Online Channel) and number of Offline Student Enrolments. (2) Aggregate number of unique paying users for online offerings identified basis unique mobile numbers. (1) Fiscal 2025 2024 2023 4.46 4.13 0.33 46,019 1.03% 28,866.43 14,040.50 48.64% 13,518.70 46.83% 1,307.23 3,682.79 40,404.56 3.63 3.40 0.23 29,137 0.80% 19,407.10 9,650.15 49.72% 9,279.07 47.81% 477.88 3,141.51 39,597.24 1.76 1.68 0.08 7,993 0.45% 7,443.18 4,557.70 61.23% 2,811.18 37.77% 74.30 3,106.81 34,467.15 Aggregate number of unique students enrolled in the company’s offline/hybrid courses identified basis unique mobile numbers, including students that initially enrolled in prior periods but are still enrolled for the current period and excluding students enrolled in short term courses such as All-India preparatory test series (AITS) and Marks Improvement Programme (MIP). (4) Total Number of Paid Users who have had refunds processed during the period/year. (5) Calculated by dividing number of student dropouts by Total Number of Paid Users. (6) Revenue from online offerings where we conduct live online classes on website and apps. (7) Revenue recognised for the students enrolled in offline/hybrid courses where faculty members conduct face-to-face classes in a physical offline center and through twoteacher model where a faculty teaching from a studio, complemented by doubt faculty stationed from a PW Pathshala Center. (8) Revenue from operations (Others) includes advertisement income, which primarily includes income earned from third-parties that place advertisements on our YouTube channels, income from content access and usage rights and revenue from sale of products to distributors, schools and other education institutions as business-to-business sales, among others, which are not attributable to individual students and which therefore cannot be bifurcated into revenue from online channel or offline channel. (9) Payments collected from users enrolled in the online offerings for the period/year divided by Number of Unique Transacting Users (Online Channel). (10) Revenue recognized for students enrolled in offline/hybrid course for the period/year divided by Number of Offline Student Enrolments. • Dependency on Faculties and Promoters and risk of attrition: Our success depends on our ability to attract and retain faculty members. Any failure to do so could adversely impact our business, operations, financial condition and cash flow. Further, our business also depends substantially on the continued leadership of our founders (also our Promoters), Alakh Pandey and Prateek Boob. If our founders discontinue their services, or join competitors or start new test preparation centers, our brand, reputation, student enrolments and business could be adversely affected. The following table provides attrition rate of faculty members that are employees and overall employee attrition rate, for the periods/years indicated: (3) As at and for the three months As at and for Fiscal ended ended June 30, March 31, 2025 2024 2025 2024 2023 Faculty attrition rate (employee)(1) (%) 30.00% 32.82% 26.98% 40.40% 18.00% Employee attrition rate (including faculty that are employees)(2) (%) 37.72% 51.89% 36.51% 45.27% 26.38% (1) Calculated as number of faculty who are employees that exited during the period/year divided by average number of faculty that are employees during the period/ year. The faculty attrition rate for the three months ended June 30, 2025 and June 30, 2024 is annualized by multiplying by four. The average number of faculty who are employees is calculated through adding the opening faculty who are employees count and closing faculty who are employees count as at the end of the period/year and dividing the same by two. (2) Calculated as number of employees that exited during the period/year divided by average number of employees during the period/year. The employee attrition rate for the three months ended June 30, 2025 and June 30, 2024 is annualized by multiplying by four. The average number of employees is calculated through adding the opening employees count and employees count as at the end of the period/year and dividing the same by two. • Dependency to provide updated and relevant content: Our success depends on our ability to provide updated and relevant content across Education Categories. The curriculum, examination format, duration or difficulty of examinations in any of our test preparatory Education Categories may be altered, updated, or revised either by government order or by the relevant testing agencies and as a result our study materials, coaching and testing methodologies and structure of the courses may have to be modified to better suit them. Any failure to do so could have an adverse impact on student outcomes, student enrolments, business, financial condition and cash flows • Geographic Concentration Risk for Offline revenue: We derive a significant portion of our offline revenue from the offline centers located in the Indian cities as indicated below. Any failure to expand our network of offline centers could expose us to concentration risks which could impact our business and operations. (in ` million, except percentages) Cities in India • • • • • • • • For the three months ended June 30, 2025 2024 As a % of As a % of Revenue Revenue from from Amount Amount operations operations (Offline (Offline Channel) Channel) 434.89 10.53% 322.18 10.34% 339.22 8.21% 309.27 9.92% 240.17 5.82% 341.36 10.95% 118.45 2.87% 136.43 4.38% 120.12 2.91% 92.30 2.96% 112.77 2.73% 86.97 2.79% 2,764.02 66.93% 1,828.56 58.66% 4,129.64 100.00% 3,117.07 100.00% 2025 As a % of Revenue from Amount operations (Offline Channel) 1,519.31 11.24% 1,277.28 9.45% 1,201.12 8.88% 568.06 4.20% 430.65 3.19% 411.85 3.05% 8,110.43 59.99% 13,518.70 100.00% Fiscal 2024 As a % of Revenue from Amount operations (Offline Channel) 1,100.00 11.85% 1,041.97 11.23% 881.73 9.50% 957.95 10.32% 323.96 3.49% 359.16 3.87% 4,614.30 49.74% 9,279.07 100% 2023 As a % of Revenue from Amount operations (Offline Channel) 378.87 13.48% 430.99 15.33% – 0.00% 1,219.73 43.39% 196.84 7.00% 113.32 4.03% 471.43 16.77% 2,811.18 100% Delhi, NCR(1) Patna, Bihar Calicut, Kerala Kota, Rajasthan Lucknow, Uttar Pradesh Kolkata, West Bengal Others Revenue from operations (Offline Channel) (1) Includes Delhi, Noida, Gurugram, Ghaziabad and Faridabad. Risk related to related party transactions: We have entered, and will continue to enter into, related party transactions that may potentially involve conflicts of interest. For further information on all our related party transactions, see “Summary of the Offer Document – Summary of Related Party Transactions” on page 32. Further, any future transactions with our related parties could potentially involve conflicts of interest that may be detrimental to us. Brand and reputation risk: The “PhysicsWallah” brand is critical to our success, and we incur advertisement and publicity expenses to promote new courses and maintain our brand. If we are not able to maintain our brand or reputation or our subject to negative publicity, there could be a material impact on our reputation and operations. Risk of limited operating history: We have a limited operating history of less than six years, particularly in our offline and hybrid channels of delivery, and our business has experienced rapid growth in recent years. Our failure to continue increasing our offline and online services could adversely impact our business, operations. The Offer also consists of an offer for sale aggregating up to `3,800.00 million (approximately 10.92% of the Total Offer Size at upper end of the Price Band), the proceeds of which will not be available to the Company. The average cost of acquisition of Equity Shares for our Promoter Selling Shareholders is Negligible (i.e below `0.01) and the Offer Price at upper end of the Price Band is 109 per Equity Share. Since Company has incurred loss in Fiscal 2025 based on Restated Consolidated Financial Information, the basic and diluted EPS is negative, and hence, the Price to Earnings ratio is Not Ascertainable. Weighted Average Return on Net Worth for Financial Years ended 2025, 2024 and 2023 is (43.12)% The 4 Book Running Lead Managers associated with the Offer have handled 81 public issues in the past three Financial Years, out of which 16 issues closed below the issue price on the listing date: Name of the BRLMs Kotak Mahindra Capital Company Limited* J.P. Morgan India Private Limited* Goldman Sachs (India) Securities Private Limited* Axis Capital Limited* Total Public Issues 14 3 1 33 Issues closed below IPO price on listing date 5 1 0 7 Continued on next page... New Delhi