Dear Members,
The Board of Directors (Board) of Physicswallah Limited (Formerly Known as Physicswallah Private Limited) (the Company or Physicswallah) is pleased to present the 6th 6 th Annual Report of the Company, being its first Annual Report following the listing of its equity shares on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) together with the audited standalone and consolidated financial statements and the Auditors Reports thereon for the financial year (FY) ended March 31, 2026 (FY 2025- 26).
A summary of the Companys standalone and consolidated financial performance is set out below:
(Amount in INR Crore)
| Particulars | Standalone (Audited | Consolidated (Audited) | ||
| FY 2025-26 | FY 2024-25 | FY 2025-26 | FY 2024-25 | |
| Revenue from operations | 3,244.56 | 2,333.98 | 3,899.54 | 2,886.64 |
| Other income | 251.33 | 161.63 | 231.50 | 152.45 |
| Total income | 3,495.89 | 2,495.61 | 4,131.04 | 3,039.09 |
| Less: Total Expenses | 3,423.92 | 2,604.50 | 4,068.81 | 3,264.85 |
| Less: Exceptional items | 87.74 | 41.58 | 52.57 | 32.67 |
| Add: Share of loss of an associate | - | - | 0.26 | (0.12) |
| Profit/Loss before tax | (15.77) | (150.47) | 9.92 | (258.55) |
| Tax Expenses | 24.15 | (14.84) | 34.09 | (15.29) |
| Profit/Loss for the year | (39.92) | (135.63) | (24.17) | (243.26) |
| Other comprehensive income, net of tax | 2.19 | 2.24 | 3.26 | 2.93 |
| Total comprehensive profit/loss for the year | (37.73) | (133.39) | (20.91) | (240.33) |
On a consolidated basis, the Company recorded revenue from operations of INR 3,899.54 crore in FY 2025- 26, representing a year- on- year (YoY) growth of 35.1% 35.1% . The growth was primarily driven by an increase in the paid user base from 4.46 million in FY 2024- 25 to 5.34 million in FY 2025- 26. During the year, learners in the Online channel increased from 4.13 million to 4.87 million, while Offline student enrolments increased from 0.33 million to 0.47 million.
Revenue from operations remained well diversified across the Companys Online and Offline channels. The Online channel contributed 51.6% 51.6% of revenue from operations, generating INR 2,011.11 crore, while the Offline channel contributed 47.3% 47.3% with revenue of INR 1,844.11 crore. Other revenue streams contributed the remaining 1.1% 1.1% at INR 44.32 crore. The balanced contribution from Online and Offline channels reflects the strength of the Companys integrated omnichannel model and its ability to serve learners across diverse formats, categories and geographies.
Profit Before Tax (PBT) improved significantly to INR 9.92 crore in FY 2025- 26, compared to a loss of INR 258.55 crore in FY 2024- 25. Accordingly, the PBT margin improved to 0.3% 0.3% from a negative margin of 9.0% 9.0% in the previous year. Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) increased to INR 549.20 crore in FY 2025- 26, with the EBITDA margin improving to 14.1% 14.1% from 6.7% 6.7% in FY 2024- 25.
Cash flow from operations improved by 64.3% 64.3% to INR 833.24 crore in FY 2025- 26, compared to INR 507.04 crore in FY 2024- 25. As of March 31, 2026, the Companys treasury stood at INR 5,027.25 crore, including IPO proceeds.
During FY 2025- 26, the Company delivered a strong financial performance, with total income increasing 35.9% 35.9% YoY to INR 4,131.04 crore. Pre- IndAS EBITDA grew significantly by 220.6% 220.6% from INR 93.65 crore to INR 300.20 crore, reflecting improved operating leverage across examination categories and segments. The Company also recorded a substantial improvement in profitability, with PAT loss narrowing sharply from INR 243.26 crore in the previous year to INR 24.17 crore in the current year.
Total Centres: 353, compared to 198 in FY 2024-25
Education Categories: 16, including 3 new categories added during FY 2025-26.
Total Faculty Members: 6,837,
Total Employees: 18,977
Daily Active Learners: over 3.3 million
Average Engagement Time: 104+104+ minutes
App Downloads: over 89.4 million
Student Community: 142 million strong
The Company enters FY 2026- 27 with a strong, engaged learner community and a clear focus on deeper penetration into existing categories, expansion into new ones, and deeper AI integration across its ecosystem, anchored in a commitment to sustainable, technology- led growth.
The Company is an integrated education platform focused on making quality education accessible through technology- enabled learning solutions. Since its incorporation in 2020, following the launch of its YouTube channel in 2014, the Company has evolved from a digital- first teaching initiative into a publicly listed education company with a diversified presence across online, offline and hybrid learning formats.
The Company addresses learners across every stage of the academic journey, from Early Learning and Online K- 12 to competitive examination preparation, skilling, upskilling and professional certifications serving diverse learner needs across India and select international markets.
The Companys journey began with a simple yet powerful vision, to make quality education accessible and affordable to every student, irrespective of their background. This vision was pioneered with the belief that access to quality education should not be determined by the ability to afford expensive coaching. What started as a humble initiative in Prayagraj, focused on helping students prepare for the Joint Entrance Examination (JEE) and the National Eligibility cum Entrance Test (NEET), gradually grew into a movement that sought to redefine the way students learn and prepare for competitive examinations.
As the initiative gained momentum and resonated with students across the country, it evolved from an individual endeavour into a formal enterprise. In 2020, the business was formally incorporated as a private limited company. Since then, the Company has continued to expand its reach, offerings and capabilities, while remaining anchored to its founding purpose of making quality education more accessible.
A significant chapter in this journey unfolded in January 2025, when the Company transitioned into a public company, followed by another landmark milestone with the successful completion of its Initial Public Offering (IPO) and listing of its equity shares on NSE and BSE in November 2025. From its humble beginnings - a whiteboard and a vision, to becoming a listed education company, the journey reflects the evolution of an idea into a larger movement that continues to strive towards making quality education accessible to millions of learners across India.
The Company has built an integrated education ecosystem that combines the reach and convenience of digital learning with the depth of classroom- based education. This hybrid model enables the Company to serve learners across geographies, formats and segments while leveraging the strengths of its online and offline channels.
The Online channel is anchored by the Physicswallah App and web platform, offering courses across multiple examinations and subjects in 11 languages. As of March 31, 2026, the platform had recorded over 89.4 million cumulative app downloads and more than 3.3 million daily active learners, with average daily engagement of over 104 minutes. The Companys digital ecosystem is further supported by 320+ 320+ YouTube channels with more than 142 million subscribers, serving as a significant platform for learner engagement and organic Learner acquisition. Learners in the Online channel increased to 4.87 million during FY 2025- 26.
The Company has complemented its digital presence with its Offline and Hybrid network of Vidyapeeth and Pathshala centres. As of March 31, 2026, the Company had a network of 353 centres across 178 cities, with offline enrolments of 0.47 million students. Approximately 80% 80% of offline admissions originated from online leads, reflecting the strong integration between the Companys online and offline channels.
Beyond its core online and offline offerings, the Company has continued to expand its presence across domestic and allied education segments. Through its subsidiary, Knowledge Planet Holdings Limited, the Company serves learners in the Gulf region, its subsidiaries, including Guiding Light Education Technologies Private Limited, Xylem Learning Private Limited and Utkarsh Classes & Edutech Private Limited, provide access to specialised and regional education markets, enabling the Company to address diverse learner needs across geographies and categories.
The Company has continued to diversify its education offerings across learner segments, academic stages and career aspirations. Its portfolio spans school education (K- 12), competitive examination preparation, higher education entrance examinations, upskilling programmes, professional certifications, language and learning.
These offerings are delivered through online live classes, recorded courses, offline coaching, hybrid learning programmes and self- paced digital products. In addition to the Physicswallah brand, the Company has expanded its portfolio through strategic acquisitions and complementary brands, enabling it to address regional markets, state board learners and specialised examination categories. This diversified portfolio enables the Company to serve learners across different stages of their educational journey while reducing dependence on any single examination category or delivery channel.
Technology remains central to the Companys operating model and learner experience. The Company continues to invest in scalable digital infrastructure, artificial intelligence, data analytics and automation to enhance content delivery, improve learner outcomes and increase operational efficiency.
During FY 2025- 26, the Company further expanded the use of AI- powered learning capabilities across its platforms, including personalised learning recommendations, doubt resolution, content discovery and student engagement tools. AI- enabled solutions were also deployed across functions such as engineering, sales operations and learner support, helping improve productivity, optimise resource allocation and enhance service quality.
The Company also continued to strengthen its technology capabilities through digital assessments, learning analytics, automation and multilingual content delivery, supporting a consistent and scalable learning experience across its growing learner base.
The Company follows an integrated online and offline operating model designed to improve accessibility and learner engagement across India. Its digital ecosystem, supported by a large network of educational YouTube channels and the Physicswallah App, serves as an important platform for learner, engagement and content delivery. The Companys courses are available in multiple Indian languages, enabling greater accessibility for students across Tier II, Tier III and underserved areas.
Complementing its digital presence is a growing network of offline and hybrid learning centres operating under various formats across multiple cities. The integration of online discovery with offline delivery enables the Company to provide a seamless learner experience while creating operational efficiencies through a unified technology and student management platform.
During FY 2025- 26, the Company continued to expand into adjacent education segments while strengthening its core offerings. Its focus remained on expanding category coverage, enhancing learning outcomes through technology, strengthening content and faculty capabilities, and developing offerings across skilling, professional education and lifelong learning.
During the year, the Company added three new education categories, taking the total number of categories to 16 (each of which now generates over INR 10 crore in annual collections). This continued diversification was supported by strategic investments and acquisitions that expanded the Companys business portfolio; details of the key investments, acquisitions and other strategic initiatives undertaken during the year are covered in the relevant sections of this Report.
During FY 2025- 26, the Company successfully completed its IPO, comprising a fresh issue of equity shares aggregating to INR 3,100 crore and an Offer for Sale aggregating to INR 380 crore by the Promoters, resulting in a total issue size of approximately INR 3,480 crore. The IPO opened on November 11, 2025 and the equity shares of the Company were listed on NSE and BSE on November 18, 2025. The net proceeds from the Fresh Issue are being utilised towards the Companys expansion, growth and strategic initiatives, and other purposes in accordance with the objects of the Offer as disclosed in the Prospectus.
The successful completion of the IPO and listing marks a significant milestone in the Companys growth journey. The Board places on record its sincere appreciation for the guidance and support extended by the Book Running Lead Managers, legal counsels, advisors, intermediaries, Securities and Exchange Board of India, NSE, BSE, the Registrar of Companies and all other stakeholders whose collective efforts were instrumental in the successful completion of the IPO and listing process. The Board is gratified and humbled by the confidence and trust reposed by the Members and investors.
The Company has appointed CARE Ratings Limited as the Monitoring Agency in terms of Regulation 41 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 to monitor the utilisation of the proceeds raised through the IPO. The Company has obtained the Monitoring Agency Reports on a quarterly basis and submitted the same to NSE and BSE in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).
The IPO proceeds are being utilised in accordance with the objects stated in the Prospectus, and there has been no deviation or variation in the utilisation of such proceeds in terms of Regulation 32 of the SEBI Listing Regulations. The Statement of Deviation or Variation and the Monitoring Agency Reports are available on the Companys website at https://www.pw.live/investor- relations#announcements.
The utilisation of the IPO proceeds as on March 31, 2026, is set out below:
(Amount in INR Crore)
| Sl. Objects of Fund Raising | Original allocation | Funds utilized as on March 31, 2026 | Total unutilized amount |
| 1. Capital expenditure for fit-outs of new offline and hybrid centres of our Company | 460.55 | 19.77 | 440.78 |
| 2. Expenditure towards lease payments of existing identified offline and hybrid centres operated by our Company | 548.31 | 56.39 | 491.92 |
| 3. Investment in our Subsidiary, Xylem Learning Private Limited (\u201cXylem\u201d) for expenditure towards: | - | - | - |
| (i) Capital expenditure for fit-outs of new offline centres of Xylem (\u201cNew Xylem Centres\u201d) | 31.65 | - | 31.65 |
| (ii) Lease payments for Xylem\u2019s existing identified offline centres and hostels | 15.52 | - | 15.52 |
| 4. Investment in our Subsidiary, Utkarsh Classes & Edutech Private Limited for expenditure towards lease payments of its existing identified offline centres | 28.00 | - | 28.00 |
| 5. Expenditure towards server and cloud related infrastructure costs | 200.11 | 15.12 | 184.99 |
| 6. Expenditure towards marketing initiatives | 710.00 | 23.34 | 686.66 |
| 7. Acquisition of additional shareholding in our Subsidiary, Utkarsh Classes & Edutech Private Limited | 26.50 | 26.47 | 0.03 |
| 8. Funding inorganic growth through unidentified acquisitions and general corporate purposes | 941.15 | 546.72 | 394.43 |
| 9. Offer related expenses to the extent applicable to the Fresh Issue (only those apportioned to entity) | 138.22 | 79.79 | 58.43 |
| TOTAL | 3,100.00 | 767.59 | 2,332.41 |
Pursuant to the requirements of Section 134(3)(i) of the Companies Act, 2013 (Act), there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, other than those already disclosed elsewhere in this Report or as set out below:
a) Investment in FinZ Finance Private Limited: The Company invested approximately INR 120 crore in FinZ Finance Private Limited, a wholly- owned subsidiary of the Company, by subscribing to equity shares issued on a rights basis.
b) Acquisition of additional stake in Guiding Light Education Technologies Private Limited: Pursuant to the Shareholders Agreement and Share Purchase Agreement dated September 02 2025, (Including amendment(s) and modification(s) thereto), executed for the acquisition of up to 85% 85% equity stake in Guiding Light Education Technologies Private Limited (Sarthi IAS) in six tranches up to Financial Year 2030- 31, the Company completed Tranche II of the acquisition by acquiring an additional 11% 11% equity stake. Consequently, the Companys shareholding in Sarthi IAS increased from 40% 40% to 51% 51% .
The Board has not recommended any Dividend for FY 2025- 26. In terms of Regulation 43A of the SEBI Listing Regulations, the Companys Dividend Distribution Policy is available on its website at https://www.pw.live/version14/assets/pdfs/Dividend%20Distribution%20Policy.pdf
During FY 2025- 26, the Company has not transferred any amount to the reserves.
The authorized share capital of the Company as on March 31, 2026, is INR 10,12,00,00,000 (Indian Rupees One Thousand Twelve Crore Only) divided into 10,00,00,00,000 (One Thousand Crore) equity shares having a face value of INR 1 each and 1,20,00,000 (One Crore Twenty Lakh) preference shares having a face value of INR 10 each.
The issued, subscribed and paid- up share capital of the Company as on March 31, 2026, is INR 2,85,96,92,500 (Indian Rupees Two Hundred Eighty- Five Crore Ninety- Six Lakh Ninety- Two Thousand Five Hundred Only) divided into 2,85,96,92,500 equity shares having a face value of INR 1 each.
The details of equity shares issued and allotted by the Company during FY 2025- 26 are set out below:
| SL Date of allotment | Mode of issue/allotment | No. of shares allotted |
| 1. June 13, 2025 | Allotment pursuant to exercise of employee stock options under Physicswallah Limited Employees Stock Option Plan, 2022 (\u201cESOP 2022\u201d) and bonus issue in the ratio 35:1 | 23,81,508 |
| 2. July 15, 2025 | Allotment pursuant to exercise of employee stock options under ESOP 2022 and bonus issue in the ratio 35:1 | 8,23,788 |
| 3. October 15, 2025 | Allotment pursuant to conversion of Series A Compulsorily Convertible Preference Shares (\u201cCCPS\u201d), Series A1 CCPS and Series B CCPS | 36,73,14,263 |
| 4. October 17, 2025 | Allotment pursuant to exercise of employee stock options under ESOP 2022 and bonus issue in the ratio 35:1 | 2,08,04,112 |
| 5. November 14, 2025 | Allotment pursuant to IPO | 28,44,68,537 |
The details of equity shares issued and allotted by the Company subsequent to the closure of FY 2025- 26 are set out below:
| SL Date of allotment | Mode of issue/allotment | No. of shares allotted |
| 1. May 12, 2026 | Allotment pursuant to exercise of employee stock options under ESOP 2022 and bonus issue in the ratio 35:1 | 2,89,08,108 |
| 2. June 10, 2026 | Allotment pursuant to exercise of employee stock options under ESOP 2022 and bonus issue in the ratio 35:1 | 77,91,768 |
| 3. June 20, 2026 | Allotment pursuant to exercise of employee stock options under ESOP 2022 and bonus issue in the ratio 35:1 | 44,94,276 |
As on the date of this report, the paid- up equity share capital of the Company amounts to INR 290,08,86,652 (Indian Rupees Two Hundred Ninety Crore Eight Lakh Eighty Six Thousand Six Hundred Fifty Two Only).
Shares with Differential Voting Rights: The Company has not issued any shares with differential rights as to dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished herein this report.
During FY 2025- 26, the Company has not issued and allotted Debentures.
During FY 2025- 26, the Company has neither accepted any deposits from the public under Chapter V of the Act nor had any amount outstanding towards principal or interest on deposits from the public as on March 31, 2026.
The Company is committed to maintaining high standards of corporate governance and has complied with the applicable corporate governance requirements under the Act and SEBI Listing Regulations. The Corporate Governance Report, along with the certificate confirming compliance with the Corporate Governance requirements, forms part of this Annual Report.
As on March 31, 2026, the Company has nine (9) wholly- owned subsidiaries and four (4) subsidiaries. In addition, the Company has twelve (12) step- down subsidiaries and three (3) associate companies, and does not have any joint venture.
During FY 2025- 26, two (2) entities became whollyowned subsidiaries and two (2) entities became associate companies. The details of these changes are set out below:
During FY 2025- 26, the following entities became subsidiaries of the Company:
Physicswallah Student Housing Private Limited was incorporated as a whollyowned subsidiary of the Company on March 09,2026. Nextseed Foundation became a whollyowned subsidiary of the Company with effect from March 18,2026, pursuant to its acquisition by the Company.
During FY 2025- 26, one (1) company ceased to be a subsidiary (step- down subsidiary) of the Company, and one (1) company ceased to be a wholly- owned subsidiary of the Company. The details of these changes are set out below:
Bharat Innovation Global Private Limited ceased to be a wholly- owned subsidiary with effect from February 19,2026,following the sale of 10% 10% of the Companys equity shareholding therein.
American Education Centre LLC ceased to be a step- down subsidiary of the Company, resulting in the cessation of its status as a subsidiary of the Company. For further details, please refer to Annexure A of this Report.
During FY 2025- 26, no entity ceased to be an associate company of the Company based on its shareholding, while the following two (2) entities became associate companies of the Company based on its shareholding:
Kay Lifestyle and Wellness Private Limited became an associate company of the Company with effect from April 15, 2025.
Guiding Light Education Technologies Private Limited became an associate company of the Company with effect from September 02, 2025.
Notwithstanding their classification as associate companies based on the Companys shareholding, the aforesaid entities are considered as subsidiaries for the purpose of consolidation in accordance with Indian Accounting Standards (Ind AS) 110- Consolidated Financial Statements, based on the control exercised by the Company.
After the closure of the reporting period, the Company acquired an additional 11% 11% equity stake in Guiding Light Education Technologies Private Limited, increasing its shareholding to 51% 51% Consequently, the entity became a subsidiary of the Company based on its shareholding.
The Company did not have any joint venture during FY 2025- 26. Accordingly, no company became or ceased to be a joint venture of the Company during the year.
The Consolidated Financial Statements of the Company for FY 2025- 26 have been prepared in accordance with the applicable provisions of the Act and Ind AS prescribed under Section 133 of the Act.
Pursuant to the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries and associate companies in the prescribed Form AOC- 1 forms an integral part of this Report and is annexed as Annexure A.
In accordance with Section 136 of the Act read with the SEBI Listing Regulations, the audited Standalone and Consolidated Financial Statements of the Company, together with the financial statements of its subsidiaries, are available on the website of the Company at https://www.pw.live/investor- relations#financial- report.
The Board has adopted a Policy for determining Material Subsidiaries in accordance with the provisions of Regulation 16(1)(c) of the SEBI Listing Regulations. The Policy is available on the website of the Company at https://www.pw.live/version14/assets/pdfs/Policy%20 for%20Determining%20Material%20Subsidiaries.pdf
The details of the Material Subsidiary(ies) of the Company, as on March 31, 2026, are provided in the Corporate Governance Report forming part of this Annual Report.
Subsequent to the closure of FY 2025- 26, Xylem Learning Private Limited ceased to be a material subsidiary of the Company in accordance with Regulation 16(1)(c) of the SEBI Listing Regulations.
The Annual Return of the Company in Form MGT- 7 for FY 2025- 26, in terms of Section 92 read with Section 134 of the Act and the rules made thereunder, is available on the Companys website at https://www . pw.live/investor- relations#annual- return
The composition of the Board is in compliance with the Act and the SEBI Listing Regulations, and there was no change in the Directors of the Company during FY 2025- 26. The Directors possess diverse skills, experience and expertise across various fields. The details of the core skills, expertise and competencies of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.
As on March 31, 2026, the Board comprised 6 (Six) Directors, comprising 2 (Two) Executive Directors and 4 (Four) Non- Executive Directors, of whom 3 (Three) were Independent Directors, including 1 (One) Independent Woman Director. The details of the composition of the Board are set out below:
| Sl. Name of the Directors | DIN | Designation |
| Non-Executive Independent Director | ||
| 1. Mr. Deepak Amitabh | 01061535 | Chairperson & Non-Executive Independent Director |
| 2. Mr. Nitin Savara | 09398370 | Non-Executive Independent Director |
| 3. Ms. Rachna Dikshit | 08759332 | Non-Executive Independent Director |
| Non-Executive - Nominee Director | ||
| 4. Mr. Sandeep Singhal | 00040491 | Non-Executive Non-Independent Director |
| Executive Director | ||
| 5. Mr. Alakh Pandey | 08755719 | Whole-time Director & Chief Executive Officer |
| 6. Mr. Prateek Boob | 07113666 | Whole-time Director |
*Nominee of WestBridge AIF I and Setu AIF Trust.
Subsequent to the closure of FY 2025- 26, based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board, at its meeting held on August 14, 2026, approved the appointment of Mr. Anoop Kumar Mittal (DIN: 05177010) as an Additional Director in the capacity of a Non- Executive Independent Director of the Company for a term of five consecutive years with effect from August 14, 2026, subject to the approval of the Members at the ensuing Annual General Meeting (AGM).
In terms of the provisions of Section 152 of the Act read with rules made thereunder and Articles of Association of the Company, Mr. Prateek Boob (DIN: 07113666), Whole- time Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re- appointment. Based on the recommendation of the NRC, the Board recommends his reappointment at the ensuing AGM.
The disclosures relating to the Directors seeking appointment and re- appointment, as required under the Act, SEBI Listing Regulations and Secretarial Standard on General Meetings (SS- 2) issued by the Institute of Company Secretaries of India, are set out in the Notice convening the ensuing AGM.
During FY 2025- 26, the Board met 13 (Thirteen) times to consider and approve various matters. The maximum interval between any two Board meetings did not exceed 120 days, and the requisite quorum was present at all the meetings. The details of the Board meetings held, including the attendance of the Directors, are provided in the Corporate Governance Report forming part of this Annual Report.
There was no change in the Key Managerial Personnel (KMP) of the Company during FY 2025- 26. As on March 31, 2026, the Company had 4 (Four) KMP in accordance with the provisions of the Act, the details of whom are set out below:
| SL Name of KMP | Designation |
| 1 Mr. Alakh Pandey | Whole-time Director & Chief Executive Officer |
| 2 Mr. Prateek Boob | Whole-time Director |
| 3 Mr. Amit Sachdeva | Chief Financial Officer |
| 4 Mr. Ajinkya Rajendra Jain | Group General Counsel, Company Secretary & Compliance Officer |
The Nomination and Remuneration Policy (NRC Policy) has been formulated pursuant to the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. The Policy provides a framework for appointment and evaluation of remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, including criteria for determining qualifications, positive attributes and independence of Directors and other matters as specified under Section 178 of the Act.
The NRC Policy is available on the website of the Company at https://www.pw.live/investor- relations/ nomination- remuneration- policy
The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:
they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Director; they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and they have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.
Based on the disclosures received, the Board is of the opinion that all the Independent Directors fulfill the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.
In accordance with Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, all the Independent Directors of the Company met once during FY 2025- 26 on March 02, 2026. The details of the meeting, including the matters reviewed by the Independent Directors, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
As at March 31, 2026, the Board had the following Committees constituted in accordance with the applicable provisions of the Act and the SEBI Listing Regulations:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
d. Risk Management Committee
e. Corporate Social Responsibility Committee
During FY 2025- 26, all the recommendations made by the Committees, including the Audit Committee, were duly considered and accepted by the Board.
The details relating to the composition, terms of reference, number of meetings held and other requisite details of the aforesaid Committees are provided in the Corporate Governance Report forming part of this Annual Report.
The Corporate Social Responsibility (CSR) Policy of the Company has been formulated in accordance with the provisions of Section 135 of the Act and sets out the framework and approach for undertaking socially impactful CSR initiatives aimed at creating a positive impact on the communities and society at large. The Policy provides the guiding principles and roadmap for the Companys CSR activities and is available on the website of the Company at https://www.pw.live/investor- relations#statutory- policies
The Annual Report on CSR Activities for FY 2025- 26, as prescribed under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, forms an integral part of this Report and is annexed as Annexure B.
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/ E300004), were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the erstwhile Statutory Auditors and were subsequently appointed by the members at the Annual General Meeting held on December 31, 2023, to hold office until the conclusion of the Annual General Meeting to be held in the year 2027.
The Auditors Report read together with the Annexures thereto on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.
M/s Naresh Verma & Associates, Company Secretaries (Firm Registration. No.: S2002DE050200 and Peer Review Certificate No. 3266/2023), were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for FY 2025- 26 pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended March 31, 2026, received from the Secretarial Auditors, forms an integral part of this Report and is annexed as Annexure C- 1.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
M/s Naresh Verma & Associates, Company Secretaries, also acted as the Secretarial Auditors of Xylem Learning Private Limited (Xylem), a material unlisted subsidiary of the Company, for the financial year ended March 31, 2026. The Secretarial Audit Report of Xylem forms an integral part of this Report and is annexed as Annexure C- 2.
Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board have approved the appointment of M/s Naresh Verma & Associates, Company Secretaries (Peer Review Certificate No. 3266/2023), as the Secretarial Auditors of the Company for a period of 5 (five) consecutive years commencing from the conclusion of 6th 6 th AGM until the conclusion of 11th 11 th AGM of the Company, to conduct the secretarial audit for the period April 1, 2026 to March 31, 2031, subject to the approval of the shareholders of the Company at the ensuing AGM.
The requisite details relating to the proposed appointment of Secretarial Auditors pursuant to the provisions of the Act and the SEBI Listing Regulations are set out in the Notice convening the ensuing AGM.
The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and has accordingly maintained such cost records.
Pursuant to the provisions of Section 148 of the Act, M/s. Bahadur Murao & Co., Cost Accountants (Firm Registration No. 08), were appointed as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for FY 2025- 26. The Cost Audit Report for FY 2025- 26, received from the Cost Auditors, does not contain any qualification, reservation, adverse remark or disclaimer.
Based on the recommendation of the Audit Committee, the Board has appointed M/s. Bahadur Murao & Co., Cost Accountants (Firm Registration No. 08), as the Cost Auditors of the Company for FY 2026- 27. The Company has received a certificate from the Cost Auditors confirming that they are eligible for appointment and are not disqualified from being appointed as the Cost Auditors of the Company. In accordance with Section 148 of the Act, the remuneration payable to the Cost Auditors is subject to ratification by the Members. Accordingly, a resolution seeking ratification of such remuneration forms part of the Notice convening the ensuing AGM.
M/s. Grant Thornton Bharat LLP (formerly Grant Thornton India LLP), Chartered Accountants, were appointed as the Internal Auditors of the Company for FY 2025- 26 pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The Internal Auditors conducted internal audits in accordance with the approved internal audit plan and submitted their reports periodically to the Audit Committee, which reviewed the audit findings and monitored the implementation of the corrective actions, wherever necessary.
Based on the recommendation of the Audit Committee, the Board has re- appointed M/s. Grant Thornton Bharat LLP (formerly Grant Thornton India LLP), Chartered Accountants, as the Internal Auditors of the Company for FY 2026- 27.
During FY 2025- 26, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Act.
The Board has adopted a formal mechanism for evaluating the performance of the Board, its Committees and Individual Directors, including the Chairperson of the Board. The Policy and criteria for Board evaluation are approved by the NRC and the annual performance evaluation for FY 2025- 26 was carried out in accordance therewith.
Pursuant to Schedule IV of the Act read with Regulation 25 of the SEBI Listing Regulations, the Independent Directors also held a separate meeting to evaluate the performance of the Non- Independent Directors, the Board as a whole and the Chairperson.
The detailed process and framework adopted for the annual performance evaluation of the Board, its Committees, the Chairperson and Individual Directors are set out in the Corporate Governance Report forming part of this Annual Report.
During FY 2025- 26, the Company has not made any application under the Insolvency and Bankruptcy Code,2016(IBC Code).Further, there is no Corporate Insolvency Resolution Process initiated against the Company under the IBC Code.
The Company has established a Vigil Mechanism and adopted a Whistle- Blower Policy pursuant to the provisions of Section 177 of the Act read with the rules made thereunder and Regulation 22 of the SEBI Listing Regulations. The Vigil Mechanism provides adequate safeguards against victimisation of directors and employees who avail of the mechanism and enables direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The detailed framework of the Vigil Mechanism is set out in the Corporate Governance Report forming part of this Annual Report.
The Whistle- Blower Policy is available on the website of the Company at https://www.pw.live/investor- relations/ whistle- blower- policy
The Company is committed to providing a safe, secure and inclusive work environment and has zero tolerance for sexual harassment at the workplace. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace and has constituted Internal Committee(s) to address and redress complaints of sexual harassment. The Company also conducts regular awareness and sensitisation programmes to promote a respectful and harassment- free workplace.
The details of complaints received and disposed of under the POSH Act during FY 2025- 26 are set out below:
| SL. Particulars | Number of Complaint(s) |
| 1. Number of complaints pending at the beginning of the year | 1 |
| 2. Number of complaints received during the year | 9 |
| 3. Number of complaints disposed off during the year | 10 |
| 4. Number of complaints pending at the end of the year | Nil |
| 5. Number of cases pending for more than ninety days | None |
During FY 2025- 26, the Company completed its IPO and its equity shares were listed on NSE and BSE with effect from November 18, 2025. Accordingly, the Business Responsibility and Sustainability Report will be applicable to the Company from FY 2026- 27 in accordance with the SEBI Listing Regulations and the applicable SEBI circulars. The Company is in the process of establishing the necessary systems and processes to ensure timely and effective compliance with the applicable reporting requirements.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has formulated a Policy on Materiality of and Dealing with Related Party Transactions in accordance with the provisions of Sections 177 and 188 of the Act read with Regulation 23 of the SEBI Listing Regulations. The Policy is available on the website of the Company at https://www.pw.live/investor- relations/ materiality- policy
All related party transactions, including contracts or arrangements with related parties, entered during FY 2025- 26 were in the ordinary course of business, on an arms length basis and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. Further, the Company has not entered into any material related party transactions requiring approval of the shareholders under the Act or the SEBI Listing Regulations. In view of the foregoing, disclosure in Form AOC- 2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
All such related party transactions, including contracts or arrangements with related parties, were approved by the Audit Committee and the Board, wherever applicable, in accordance with the applicable provisions of the Act, the SEBI Listing Regulations and the Companys Policy on Materiality of and Dealing with Related Party Transactions.
The details of related party transactions, in terms of Ind AS 24, are disclosed in Note No. 32 to the Standalone Financial Statements forming part of this Annual Report.
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are disclosed in Note No. 6 to the Standalone Financial Statements forming part of this Annual Report.
The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The internal financial control framework is designed to ensure the orderly and efficient conduct of business, safeguard the Companys assets, ensure the accuracy and completeness of accounting records, and facilitate the timely preparation of reliable financial information in compliance with the applicable accounting standards.
Further details on the Companys internal financial controls and risk management framework are provided in the Management Discussion and Analysis Report forming part of this Annual Report.
The Company has in place a Risk Management Policy and framework for identification, assessment, mitigation, monitoring and reporting of risks in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The Risk Management Policy is available on the website of the Company at https://www.pw.live/version14/assets/pdfs/Risk%20 Management%20Policy.pdf
Pursuant to the SEBI Listing Regulations, the Company has constituted a Risk Management Committee of the Board to oversee the implementation and effectiveness of the risk management framework. The composition, terms of reference and meetings of the Risk Management Committee are provided in the Corporate Governance Report forming part of this Annual Report.
The Company continually strengthens its risk management framework to ensure that risk management remains an integral part of its business processes and decision- making. The Risk Management Policy identifies strategic, operational, financial, regulatory, technology, information and cyber security, sustainability and other business risks that may impact the Companys business objectives. In the opinion of the Board, no element of risk has been identified which may threaten the existence of the Company.
The Companys risk management framework and practices are further elaborated in the Management Discussion and Analysis Report forming part of this Annual Report.
The statement of Disclosure of Remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this Report and is annexed as Annexure D.
In terms of Section 136 of the Act, the Annual Report and financial statements of the Company are being sent to the Members and other persons entitled thereto, excluding the information relating to employees particulars and remuneration required under Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members at the Registered Office of the Company during working hours on working days up to the date of the ensuing AGM. Any Member interested in obtaining a copy of the aforesaid information may write to the Company Secretary and Compliance Officer of the Company at compliance@pw.live.
32. EMPLOYEE STOCK OPTION PLAN
The Company has two Employees Stock Option Plans, namely, the Physicswallah Limited Employees Stock Option Plan 2022 (ESOP Plan 2022), which was approved by the Members on August 30, 2022, and subsequently amended from time to time, and the Physicswallah Limited Employees Stock Option Plan 2025 (ESOP Plan 2025), which was approved by the Members on January 18, 2026 (collectively referred to as the ESOP Plans). The ESOP Plans have been instituted to attract, retain and reward talented employees, align their interests with the long- term growth and performance of the Company and provide them with an opportunity to participate in the value creation of the Company.
Post listing of the equity shares of the Company, the Members, through Postal Ballot on January 18, 2026, ratified and confirmed the ESOP Plan 2022 in accordance with the requirements of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations) and approved the ESOP Plan 2025. During the year under review, the Company also obtained the requisite in- principle approvals from the NSE and BSE for the listing of equity shares arising out of the exercise of stock options under the ESOP Plans.
The ESOP Plans are in compliance with the SEBI SBEB & SE Regulations and there was no material change therein during FY 2025- 26. The Secretariat Auditors of the Company has issued a certificate confirming that the ESOP Plans have been implemented in accordance with the SEBI SBEB & SE Regulations and the resolutions passed by the Members from time to time. The said certificate will be made available for inspection by the Members in electronic mode during the ensuing AGM. Any Member interested in obtaining a copy of the certificate may send an email to the Company Secretary and Compliance Officer at compliance@pw.live.
The disclosures required under Regulation 14 of the SEBI SBEB & SE Regulations and the ESOP Plans are available on the website of the Company at https://www.pw.live/investor- relations.
The Management Discussion and Analysis Report for FY 2025- 26, as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented as a separate section forming an integral part of this report.
During FY 2025- 26, no significant and material orders were passed by the regulators, courts or tribunals impacting the going concern status and the Companys operations in future.
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms an integral part of this Report and is annexed as Annexure E.
The Company has complied with the applicable provisions of Secretarial Standard- 1 and Secretarial Standard- 2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, pursuant to the provisions of Section 118(10) of the Act.
During FY 2025- 26, the Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, and extends maternity benefits to eligible women employees in accordance with the requirements of the said Act.
In terms of the applicable provisions of the Act and SEBI Listing Regulations, the Company provides following additional disclosures as on March 31, 2026:
There has been no change in the nature of business of the Company. No sweat equity shares have been issued. No buyback of shares have been undertaken The Whole- time Directors of the Company are not receiving any remuneration or commission from any of Companys subsidiaries. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. The equity shares of the Company have not been suspended from trading by the SEBI and/ or Stock Exchanges No one- time settlement was undertaken with any bank or financial institution during the year. No amount or shares were required to be transferred to the Investor Education and Protection Fund.
Pursuant to the provisions of Section 134(5) of the Act, the Board of the Company confirm that:
a) the applicable Accounting Standards have been followed in the preparation of the Annual Accounts for the Financial Year ended March 31, 2026, along with proper explanations relating to material departures, if any;
b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the loss of the Company for the Financial Year ended March 31, 2026;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) proper internal financial controls have been laid down and such internal financial controls are adequate and operating effectively; and
f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
During the FY 2025- 26, pursuant to the listing of the equity shares of the Company on the Stock Exchanges on November 18, 2025, the Company altered its Articles of Association (AOA) by deleting Part B thereof, which contained provisions relating to the Shareholders Agreements that ceased to be applicable upon listing. The alteration was approved by the shareholders by way of a special resolution passed through postal ballot.
Subsequent to the closure of the FY 2025- 26, the Board, at its meeting held on August 14, 2026, approved the adoption of a new set of AoA of the Company, in substitution of the existing AoA, subject to the approval of the shareholders and statutory authorities.
Statements in this Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward- looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.
The Board places on record its sincere appreciation for the continued support and cooperation extended by various Central and State Government Departments, organisations and agencies. The Board gratefully acknowledges the valuable support of all stakeholders, including shareholders, learners, dealers, vendors, bankers and other business partners. The Board also places on record its appreciation for the dedication, commitment and valuable contribution of all employees towards the Companys continued growth and progress during the year under review.
For and on behalf of the Board
For Physicswallah Limited
| Deepak Amitabh | Alakh Pandey |
| Chairperson & Non-Executive Independent Director | Whole-time Director & Chief Executive Officer |
| DIN: 01061535 | DIN: 08755719 |
| Date: August 14, 2026 | |
| Place: Noida |
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