Physicswallah Ltd Auditor Reports

Independent Auditors Examination Report on the restated consolidated summary statements of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, restated consolidated summary statement of profit and loss (including other comprehensive income), restated consolidated summary statement of changes in equity and restated consolidated summary statement of cash flows for each of the years ended March 31, 2025, March 31, 2024, and March 31, 2023, the material accounting policies and other explanatory notes of Physicswallah Limited (formerly known as Physicswallah Private Limited) (collectively, the "Restated Consolidated Summary Statements").

To

The Board of Directors

Physicswallah Limited (formerly known as Physicswallah Private Limited) B-8, Tower A, 101-119, Noida One, Noida Sector 62, Gautam Buddha Nagar, Dadri, Uttar Pradesh, India, 201309

Dear Sirs:

1. We have examined the attached Restated Consolidated Summary Statements of Physicswallah Limited (formerly known as Physicswallah Private Limited) (the "Company" or "Holding Company"), its subsidiaries, and associate (the Company together with its subsidiaries and associate hereinafter referred to as "the Group") annexed to this report and prepared by the Company for the purpose of inclusion in the updated draft red herring prospectus-I ("UDRHP-I") in connection with its proposed Initial Public Offer ("IPO"). The Restated Consolidated Summary Statements, which have been approved by the Board of Directors of the Company at their meeting held on August 13, 2025, have been prepared in accordance with the requirements of: a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act"); b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) (as amended) issued by the Institute of Chartered Accountants of India ("ICAI"), (the "Guidance Note"); and d) E-mail dated January 23, 2025 received by the Companys management from Book Running Lead Managers ("BRLMs"), which confirms that the Company should prepare financial statements in accordance with Indian Accounting Standards (Ind AS) and that these financial statements are required for all the three years, based on email dated October 28, 2021 from Securities and Exchange Board of India ("SEBI") to Association of Investment Bankers of India ("SEBI Email").

Managements Responsibility for the Restated Consolidated Summary Statements

2. The preparation of the Restated Consolidated Summary Statements, which are to be included in the UDRHP-I is the responsibility of the management of the Company. The Restated Consolidated Summary Statements have been prepared by the Management of the Company on the basis of preparation, as stated in note 2.1 of Annexure V to the Restated Consolidated Summary Statements. The Managements responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Summary Statements. The Management is also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations the Guidance Note and the SEBI Email.

Auditors Responsibilities

3. We have examined such Restated Consolidated Summary Statements taking into consideration:

a) the terms of reference and terms of our engagement agreed with you vide our engagement letter dated December 6, 2024, requesting us to carry out the assignment, in connection with the proposed IPO of the Company; b) E-mail dated January 23, 2025 received from BRLMs, which confirms that the Company should prepare financial statements in accordance with Indian Accounting Standards (Ind AS) and that

these financial statements are required for all the three years, based on email dated October 28, 2021 from SEBI to Association of Investment Bankers of India. c) the Guidance Note. The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics Issued by ICAI. d) concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence supporting the Restated Consolidated Summary Statements; and e) the requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

4. The Company proposes to make an IPO which comprises of offer for sale by certain existing shareholders and fresh issue of its equity shares of Rs. 1 each at such premium arrived at by the book building process (referred to as the Issue), as may be decided by the Companys Board of Directors.

Restated Consolidated Summary Statements

5. These Restated Consolidated Summary Statements have been compiled by the management of the Company from:

a) Audited Ind AS consolidated financial statements of the Group as at and for the year ended March 31, 2025, which were prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Act (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on August 13, 2025;

b) Audited Ind AS consolidated financial statements of the Group as at and for the year ended March 31, 2024, which were prepared in accordance with Ind AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Act (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on September 24, 2024;

c) Audited Ind AS special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023, which were prepared by the Company and were approved by the Board of Directors at their meeting held on March 11, 2025.

Pursuant to the Companies (Indian Accounting Standard) Second Amendment Rules, 2015, the Group adopted March 31, 2024 as reporting date for first time adoption of Indian Accounting Standard (Ind-AS) - notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and consequently April 01, 2022 as the transition date for preparation of its statutory financial statements as at and for the year ended March 31, 2024. The financial statements as at and for the year ended March 31, 2024, were the first financial statements, prepared in accordance with Ind-AS. Upto the financial year ended March 31, 2023, the Group prepared its financial statements in accordance with accounting standards notified under the section 133 of the Act, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 ("Indian GAAP" or "Previous GAAP") ("Statutory Indian GAAP Financial Statements") due to which the Special purpose Ind AS consolidated financial statements were prepared as per SEBI Email. The audit reports on the Statutory Indian GAAP financial Statements for the year ended March 31, 2023 was issued by us on December 24, 2023.

The special purpose Ind AS consolidated financial statements as at and for the year ended March 31, 2023 has been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) consistent with that

used at the date of transition to Ind AS (April 01, 2022) and as per the presentation, accounting policies and grouping/classifications including the revised Schedule III disclosures followed as at and for the six-months period ended September 30, 2024 which were also used for the purpose of preparation of restated consolidated summary statements dated March 11, 2025, as included in Pre-filed DRHP.

d) Financial statements and other financial information in relation to the Companys subsidiaries and associate as listed below, were audited by Other Auditors and included in the restated consolidated summary statements of the Group as at and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023:

Name of the	Relationship	Name of Audit	Period covered
Entity		Firm
Xylem Learning Private Limited (consolidated)	Subsidiary w.e.f. June 16, 2023	AAKK & Associates	Year ended March 31, 2025 and period ended March 31, 2024
Utkarsh Classes And Edutech Private Limited	Subsidiary w.e.f. February 18, 2023	Kanstia & Co.	Year ended March 31, 2025, year ended March 31, 2024 and period ended March 31, 2023
Penpencil Edu Services Private Limited	Subsidiary w.e.f. March 30, 2022	Amit Ray & Co.	Year ended March 31, 2025 and year ended March 31, 2024
Ineuron Intelligence Private Limited	Subsidiary w.e.f. December 23, 2022	Kansal Singhal & Co.	Year ended March 31, 2025, year ended March 31, 2024 and period ended March 31, 2023
Preponline Futurist Private Limited	Subsidiary w.e.f. March 17, 2023	Ankur Kamra and Company	Year ended March 31, 2025, year ended March 31, 2024 and period ended March 31, 2023
Knowledge	Subsidiary w.e.f.	RSM Dahman	Year ended March 31, 2025,
Planet Holdings Limited (consolidated)	December 28, 2022	Auditors	year ended March 31, 2024 and period ended March 31, 2023
Physics Wallah	Subsidiary w.e.f.	B.B. &	Period ended March 31, 2025
INC	July 31, 2024	Associates
PW Foundation	Subsidiary w.e.f. February 25, 2022	Nitin Nakul & Co.	Year ended March 31, 2025, year ended March 31, 2024 and year ended March 31, 2023
Finz Finance	Subsidiary w.e.f.	H Rajen & Co.	For the period ended March 31,
Private Limited	December 26, 2024		2025
Finz Fintech	Subsidiary w.e.f.	H Rajen & Co.	For the period ended March 31,
Private Limited	December 30, 2024		2025
Bharat	Subsidiary w.e.f.	S S Soin & Co.	For the period ended March 31,
Innovation Global Private	November 26, 2024		2025
Limited
Sheryians	Associate w.e.f.	Mukund	For the period ended March 31,
Private Limited	November 27, 2024	Maheshwari & Co.	2025

Auditors Report

6. For the purpose of our examination, we have relied on:

a) Auditors reports issued by us, dated August 13, 2025 on consolidated financial statements of the Group as at and for the year ended March 31, 2025 as referred in Paragraph 5 (a) above, auditors report issued by us dated September 24, 2024 on the consolidated financial statements of the Group as at and for the year ended March 31, 2024 as referred in Paragraph 5 (b) above and auditors report issued by us dated March 11, 2025 on the special purpose consolidated

financial statements of the Group as at and for the year ended March 31, 2023 as referred in Paragraph 5 (c) above;

b) As indicated in Paragraph 5 (d) above, we did not audit the financial statements of subsidiaries and associate as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 whose financial statements reflect total assets, total revenues and net cash inflows / (outflows), as tabulated below and included in the Restated Consolidated Summary Statements:

(Rs in INR millions)

As at and for the Period/year ended	Total assets of subsidiaries	Total revenue of subsidiaries	Net cash inflow/ (outflow) of subsidiaries	Share of profit / (loss) in associate
March 31, 2025	3,556.70	6,164.32	107.52	(1.20)
March 31, 2024	3,691.00	4,526.82	(490.41)	-
March 31, 2023	1,787.73	133.29	(5.20)	-

These financial statements have been audited by other firms of Chartered Accountants, whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in the financial statements referred to in Para 5(a), 5(b) and 5 (c) above are based solely on the report of other auditors.

7. a) The audit report on consolidated financial statements of the Group as at and for the year ended March 31, 2025 referred to in paragraph 5(a) above included the following under section Other Legal and Regulatory Requirements:

i.) qualifications on matters included in our report on the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act which did not require any corrections (included in part C of Annexure VI in the attached Restated Consolidated Summary Statements).

ii.) qualifications relating to the maintenance of books of account and other matters connected therewith (included in Annexure VI in the attached Restated Consolidated Summary Statements).

b) The audit report on consolidated financial statements of the Group as at and for the year ended March 31, 2024 referred to in paragraph 5(b) above included the following under section Other Legal and Regulatory Requirements:

i.) qualifications on matters included in our report on the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act which did not require any corrections (included in part C of Annexure VI in the attached Restated Consolidated Summary Statements).

ii.) qualifications relating to the maintenance of books of account and other matters connected therewith (included in Annexure VI in the attached Restated Consolidated Summary Statements).

c) i.) The audit report on special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023 referred to in paragraph 5(c) above included the following emphasis of matter paragraph (included in Annexure VII in the attached Restated Summary Statements):

Emphasis of matter ?€“ Basis of preparation and restriction of use

We draw attention to Note 2 to the special purpose standalone financial statements, which describes the basis of preparation of these special purpose standalone financial statements and which also states that these special purpose standalone financial statements have been prepared by the Company to comply with email dated January 23, 2025 received from Book

Running Lead Managers, which confirms that the Company should prepare these financial statements in accordance with Indian Accounting Standards (Ind AS) and that these are required based on email dated October 28, 2021 from SEBI to Association of Investment Bankers of India ("SEBI Email"). Accordingly, the special purpose standalone financial statements may not be suitable for any other purpose and this report is intended solely for the above purpose should not be used, referred to or distributed for any other purpose. Our opinion is not modified in respect of this matter.

ii.) The Audit reports dated December 24, 2023 on the Statutory Indian GAAP Financial Statements as at and for the year ended March 31, 2023 referred to in paragraph 5(c) above included the following:

qualifications relating to the maintenance of books of account and other matters connected therewith (included in Annexure VI in the attached Restated Consolidated Summary Statements).

qualifications on matters included in our report on the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act which did not require any corrections (included in part C of Annexure VI in the attached Restated Consolidated Summary Statements).

disclaimer on internal financial controls under Clause (i) of Sub-section 3 of section 143 of the Act in respect of the Holding Company and two subsidiaries companies.

8. In respect of examination performed by Other Auditors:

a) The audits of the Companys subsidiaries and associate for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 was conducted by Other Auditors and accordingly reliance has been placed on the restated summary statement of assets and liabilities and the restated summary statements of profit and loss (including other comprehensive income), restated summary statements of changes in equity and restated summary statements of cash flow statements, the material accounting policies, and other explanatory notes (the "March 2025 Restated Summary Statements", "March 2024 Restated Summary Statements" and "March 2023 Restated Summary Statements") of subsidiaries examined by them for the said periods. The examination report included for the said periods is based solely on the examination report submitted by the Other Auditor. The Other Auditors have also confirmed that the March 2025 Restated Summary Statements, March 2024 Restated Summary Statements and the March 2023 Restated Summary Statements:

(i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed for the year ended March 31, 2025. (ii) does not contain any qualifications requiring adjustments; or have been made after giving effect to the matters giving rise to modifications given in paragraph 6 above; and (iii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

9. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination reports submitted by Other Auditor as at and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 in respect of the Companys subsidiaries and associate, we report that Restated Consolidated Summary Statements of the Group:

i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the

accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025;

ii. there are no qualifications in the auditors report on the Audited Ind AS consolidated financial statements of the Group as at and for the year ended March 31, 2025, March 31, 2024 and on the Audited special purpose Ind AS consolidated financial statements for the year ended March 31, 2023 which require any adjustments to the Restated Consolidated Summary Statements.

However, items relating to emphasis of matter, qualifications and disclaimer related to legal and regulatory matters and those qualifications on matters included in our report on the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, as referred to in paragraph 7 above, none of which require any corrective adjustments to the Restated Consolidated Summary Statements, have been disclosed in part c of Annexure VI to the Restated Ind AS Summary Statements.

iii. have been prepared in accordance with the Act, ICDR Regulations, the Guidance Note and the SEBI Email.

10. We have not audited any financial statements of the Group and its associate as of any date or for any period subsequent to March 31, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as of any date or for any period subsequent to March 31, 2025.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

12. The Restated Consolidated Summary Statements do not reflect the effects of events that occurred subsequent to the audited financial statements mentioned in paragraph 5(a) above.

13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

14. Our report is intended solely for use of the Board of Directors for inclusion in the UDRHP-I to be filed with SEBI, National Stock Exchange of India Limited, BSE Limited and in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

______________________________ per Vineet Kedia Partner Membership Number: 212230 UDIN: 25212230BMKOTH6983 Place of Signature: Mumbai Date: August 13, 2025