Physicswallah Limited — Share Issue/Capital Change 2026

May 12, 2026

P

PHYSICSWALLAH

LIMITED

Date: May 12, 2026

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

BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
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”)- Allotment of 2,89,08,108 (Two Crore Eighty-Nine Lakh Eight Thousand One Hundred Eight) under Physicswallah Limited Employees’ Stock Option Plan, 2022.

Dear Sir/Madam,

Pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations, this is to inform you that the Board of Directors of Physicswallah Limited (“Company”) vide circular resolution dated May 12, 2026 has approved the allotment of a total of 2,89,08,108 (Two Crore Eighty-Nine Lakh Eight Thousand One Hundred Eight) equity shares of face value INR 1 (Indian Rupee One) each fully paid up against exercise of vested options under Physicswallah Limited Employees’ Stock Option Plan, 2022 (“ESOP Plan 2022”).

The equity shares so allotted shall rank pari-passu with the existing equity shares of the Company in all respects.

Consequent to the aforesaid allotment, the paid-up share capital of the Company shall stand increased from Rs. 2,85,96,92,500/- to Rs. 2,88,86,00,608/-.

The details required to be furnished under Regulation 30 of Listing Regulations read with SEBI circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, (“Master Circular”) has been attached as an Annexure-A.

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.

Yours sincerely,

For Physicswallah Limited

AJINKYA
RAJENDR
A JAIN

Digitally signed by AJINKYA
RAJENDRA JAIN
Date: 2026.05.12
17:41:17 +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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P

PHYSICSWALLAH

LIMITED

Annexure-A

Disclosure under Regulation 30 read with Schedule III of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr. No.	Particulars	Details
1	Brief details of options granted	The present event pertains to the allotment of 2,89,08,108 (Two Crore Eighty-Nine Lakh Eight Thousand One Hundred Eight) fully paid-up equity shares of the Company, each having a face value of INR 1 (Indian Rupee One), under Physicswallah Limited Employees' Stock Option Plan, 2022 ("ESOP Plan 2022").
2	Whether the scheme is in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021	Yes
3	Total number of shares covered by these options	2,89,08,108 equity shares of face value of INR 1 (Indian Rupee One) each are covered by stock options granted including requisite adjustment pursuant to corporate actions as provided under the ESOP Plan 2022.
4	Pricing formula / Exercise Price	The exercise price shall be INR 1 (Indian Rupee One) per stock option.
5	Options vested	Not Applicable
6	Time within which option may be exercised	The vested options can be exercised at any time from the respective date(s) of vesting, as per the terms of grant.
7	Options exercised	In the present event, 80,30,030 options are exercised under the ESOP Plan 2022.
8	Money realized by exercise of options	INR 80,30,030 /-
9	The total number of shares arising as a result of exercise of option	Pursuant to the exercise of 80,30,030 stock options, the total equity shares underlying the stock options granted, including adjustments on account of corporate actions as per the ESOP Plan 2022, aggregate to 2,89,08,108 equity shares of face value INR 1 each.
10	Options lapsed	Not Applicable
11	Variation of terms of options	Not Applicable
12	Brief details of significant terms	• ESOP Plan 2022 provides for the manner in which options would be dealt with, in case of death, permanent incapacity, resignation, termination, retirement, abandonment etc.
• In case of any corporate action(s) such as rights

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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P

PHYSICSWALLAH

LIMITED

| | | issue, bonus issue, split or consolidation of equity shares, merger/ amalgamation or sale of division/ undertaking or other reorganization etc., requisite adjustments (which may include adjustments to the number of options in ESOP Plan 2022) shall be appropriately made, in a fair and reasonable manner in accordance with ESOP Plan 2022.
- Pursuant to the bonus issue of 35 equity shares for every 1 equity share approved by the Board on March 4, 2025, and by the shareholders on March 5, 2025, appropriate adjustments were made to the options exercised under ESOP Plan 2022, in accordance with the terms of the said plan.
- Equity Shares arising on the conversion of the Options shall rank pari passu with all the other equity shares of the Company for the time being in issue, from the date of allotment. |
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| 13 | Subsequent changes or cancellation or exercise of such options | 80,30,030 Exercise of Options |
| 14 | Diluted earnings per share pursuant to issue of equity shares on exercise of options | Rs. 0.34/-
The earnings as reported by the Company for Q3FY26 have been taken for the calculation of diluted earnings per share pursuant to the issue of equity shares on the exercise of options. |

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