Physicswallah Limited — Regulatory Filings 2026

May 28, 2026

P

PHYSICSWALLAH

LIMITED

Date: May 28, 2026

National Stock Exchange of India Ltd.
Exchange Plaza, C-1, Block G
Bandra-Kurla Complex, Bandra (E),
Mumbai-400 051

BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai 400 001

Scrip Code: 544609
Symbol: PWL

Sub: Annual Secretarial Compliance Report for the financial year ended March 31, 2026

Dear Sir/Madam,

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable circular(s) issued by the Securities and Exchange Board of India, please find enclosed herewith the Annual Secretarial Compliance Report of the Company for the financial year ended March 31, 2026, issued by M/s. Naresh Verma & Associates, Practicing Company Secretaries.

This disclosure will also be hosted on the Company's website viz. https://www.pw.live/investor-relations

You are requested to take the above on record.

Thank you.

Yours sincerely,

For Physicswallah Limited

AJINKYA
RAJENDR
A JAIN

Digitally signed
by AJINKYA
RAJENDRA JAIN
Date: 2026.05.28
18:53:02 +05'30'

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

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NARESH VERMA & ASSOCIATES

COMPANY SECRETARIES

To,

The Board of Directors
PHYSICSWALLAH LIMITED
(formerly known as Physicswallah Private Limited)

Dear Sirs

Sub: Annual Secretarial Compliance Report for the financial year 2025-2026

We have been engaged by PHYSICSWALLAH LIMITED (formerly known as Physicswallah Private Limited) (hereinafter referred to as ‘the Listed entity’) bearing CIN: U80900UP2020PLC129223 whose equity shares are listed on National Stock Exchange of India Limited and BSE Limited to conduct an audit in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, read with SEBI’s Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 and to issue the Annual Secretarial Compliance Report thereon.

It is the responsibility of the management of the Listed entity to maintain records, devise proper systems to ensure compliance with provisions of all applicable SEBI Regulations and circulars / guidelines issued thereunder from time to time and to ensure that the systems are adequate and are operating effectively.

Our responsibility is to verify compliances by the Listed entity with provisions of all applicable SEBI Regulations and circulars / guidelines issued there under from time to time and issue a report thereon.

The Audit was conducted in accordance with the Guidance Note on Secretarial Compliance Report issued by The Institute of Company Secretaries of India “ICSI”. The Annual Secretarial Compliance Report is enclosed herewith.

For NARESH VERMA & ASSOCIATES
Company Secretaries

Naresh Verma
FCS- 5403; CP-4424

UDIN: F005403H000442831
Peer Review Certificate No. 3266/2023
Firm Regn. Number: S2002DE050200

Date: 22.05.2026
Place: Delhi

416/7 & 8, First Floor, Opp. Karkardooma Metro Station, Near Community Centre, Delhi-110092
Phone:+91-9999419560, E-mail:nareshvermaandassociates@gmail.com

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SECRETARIAL COMPLIANCE REPORT OF PHYSICSWALLAH LIMITED

(formerly known as Physicswallah Private Limited)
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2026

I, the undersigned, have examined:

a) all the documents and records made available to us and explanation provided by PHYSICSWALLAH LIMITED (formerly known as Physicswallah Private Limited) (“the listed entity”),
b) the filings/ submissions made by the listed entity to the Stock Exchanges,
c) website of the listed entity,
d) any other document/ filing, as may be relevant, which has been relied upon to make this Report.

for the financial year ended 31st March 2026 (“Review Period”) in respect of compliance with the provisions of:

a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the regulations, circulars, guidelines issued thereunder; and
b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the regulations, circulars, guidelines issued thereunder by the SEBI;

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include: -

a) Securities and Exchange Board of India (LODR) Regulations, 2015;
b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable as there was no reportable event during the financial year under review;
e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021: Not Applicable as there was no reportable event during the financial year under review;
g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
h) (Other regulations as applicable) and circulars/guidelines issued thereunder;

And based on the above examination, I hereby report that, during the review period:

a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder, except in respect of matters specified in “Annexure A”.
b) The listed entity has taken the following actions to comply with the observations made in previous reports in respect of matters specified in “Annexure B”.

I, hereby report that, during the review period the compliance status of the listed entity with the following requirements appended as below:

Page 1 of 4

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Page 2 of 4

Sr. No.	Particulars	Compliance Status (Yes/ No/N.A)	Observations/ Remarks by PCS*
1.	Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI).	YES	---
2.	Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities.	YES	---
	• All the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the regulations/ circulars/guidelines issued by SEBI.	YES	---
3.	Maintenance and disclosures on Website:
• The listed entity is maintaining a functional website.	YES	---
	• Timely dissemination . of the documents/ information under a separate section on the website.	YES	---
	• Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which redirects to the relevant document(s)/section of the website.	YES	---
4.	Disqualification of Director(s):
None of the director(s) of the listed entity is/ are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity	YES	---
5.	Details related to subsidiaries of listed entities have been examined w.r.t.:
(a)Identification of material subsidiary companies..	YES	---
	(b)Disclosure requirement of material as well as other subsidiaries.	YES	---
6.	Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per policy of preservation of documents	YES	---

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Page 3 of 4

	and archival policy prescribed under SEBI LODR Regulations, 2015.
7.	Performance Evaluation:
The listed entity has conducted performance evaluation of the board, independent directors and the committees at the start of every financial year/during the financial year as prescribed in SEBI Regulations.	YES	---
8.	Related Party Transactions:
(a) The listed entity has obtained prior approval of audit committee for all related party transactions;	YES	---
	(b) In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved/ratified / rejected by the audit committee.	N.A	Prior Approval was taken for all related party transactions
9.	Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.	YES	---
10.	Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.	YES	---
11.	Actions taken by SEBI or Stock Exchange(s), if any:
No action(s) has been taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder (or)	N.A	During the year under review, no actions were taken against the Company/its Promoters / Directors / Subsidiaries either by SEBI or by Stock Exchanges under SEBI regulations and circulars / guidelines issued thereunder
12.	Resignation of statutory auditors from the listed entity or its material subsidiaries:
In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) has / have complied with	N.A	There was no such event in the listed entity or its material subsidiary during the year under review.

FIS-5403
CP - 4435

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	paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities.
13.	Additional non-compliances, if any: No additional non-compliances observed for any SEBI regulation/circular/guidance note etc. except as reported above.	N.A	During the year under review, no additional non-compliances were observed for any SEBI regulations /circulars/ guidance note etc.

I further report that the Company is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and has fulfilled the mandatory disclosure requirements under Regulation 46(2)(za) of the LODR Regulations regarding the publication of relevant scheme documents on the Company’s website.

Assumptions & limitation of scope and review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of financial records and books of account of the listed entity.
4. This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (LODR) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.
5. It is the responsibility of the Company's management to maintain records and establish appropriate systems for ensuring compliance with applicable SEBI Regulations, circulars, and guidelines issued from time to time and to ensure the adequacy and operational effectiveness of such systems.
6. The audit was conducted in accordance with the Guidance Note on Annual Secretarial Compliance Report issued by the Institute of Company Secretaries of India (ICSI), involving such examinations and verifications as deemed necessary and adequate for the purpose.

For NARESH VERMA & ASSOCIATES
Company Secretaries

Naresh Verma
FCS- 5403; CP-4424

UDIN: F005403H000442831
Peer Review Certificate No. 3266/2023
Firm Regn. Number: S2002DE050200

Date: 22.05.2026
Place: Delhi

Page 4 of 4

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"ANNEXURE-A"

The listed entity has complied with the provisions of the above regulations and circulars/ guidelines issued thereunder, except in respect of matters specified here-in-below:

Sr. No.	Compliance Requirement (Regulations / circulars/ guidelines including specific clause)	Regulation/ Circular No.	Deviations	Action Taken by (Advisory/ Clarification/ Fine/ Show Cause Notice/ Warning etc.)	Type of Action	Details of Violation	Fine Amount	Observations /Remarks Of the Practicing Company Secretary (PCS)	Management Response	Remarks
1	Disclosure of material events / information	Regulation 30 of SEBI (LODR) Regulations, 2015 read with Schedule III	Delayed disclosure by 2 days	NIL	NIL	The Company received an Assessment Order & Demand Notice dated 16.03.2026 under Section 143(3) of the Income-tax Act, 1961 for ₹263.34 crore for AY 2023-24. The same was disclosed to BSE & NSE on 18.03.2026	Nil	The Company has made the disclosure with a delay of 2 days. No penalty has been imposed by the Stock Exchanges	The Company evaluated the Assessment Order and Demand Notice dated March 16, 2026, in consultation with its tax advisors and consultants. Basis the Industry Standards Note on Regulation 30 of the SEBI (LODR) Regulations, 2015 and the principles prescribed under Ind AS 37, the matter was assessed to fall within the “remote” category and accordingly was neither recognized / considered as a contingent liability in the financial statements of	Nil

1

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									the company. Consequently, the disclosure requirements under Regulation 30 of the SEBI (LODR) Regulations, 2015 were not triggered. However, as a matter of good governance and transparency, the Company voluntarily disclosed the same to the Stock Exchanges on March 18, 2026.

For NARESH VERMA & ASSOCIATES
Company Secretaries

U

Naresh Verma
FCS-5403; CP-4424

UDIN: F005403H000442831
Peer Review Certificate No. 3266/2023
Firm Regn. Number: S2002DE050200

Date: 22.05.2026
Place: Delhi

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"ANNEXURE-B"

The listed entity has taken the following actions to comply with the observations made in previous reports in respect of matters specified

Sr. No.	Observations/Remarks of the Practicing Company Secretary in the previous reports) (PCS)	Observations made in the secretarial compliance report for the year ended 31.03.2025 (the years are to be mentioned)	Compliance Requirement (Regulations/circulars/ Guidelines including Specific clause)	Details of violation / deviations and actions taken / penalty imposed, if any, on the listed entity	Remedial actions, if any, taken by the listed entity	Comments of the PCS on the actions taken by the listed entity
NIL

NOTES:

• The Equity Shares of the Company were listed on NSE and BSE Limited with effect from 18th November, 2025.
• This is the first Annual Secretarial Compliance Report of the Company after listing of its securities.
• Accordingly, no Secretarial Compliance Report was issued for the year ended 31st March, 2025.
• There were no reports or observations pertaining to the period prior to 31st March, 2025 which require any action by the listed entity as on date.

For NARESH VERMA & ASSOCIATES
Company Secretaries

Naresh Verma
FCS-5403; CP-4424

UDIN: F005403H000442831
Peer Review Certificate No. 3266/2023
Firm Regn. Number: S2002DE050200

Date: 22.05.2026
Place: Delhi