PhysicsWallah Allots 2,89,08,108 Equity Shares Under ESOP Plan 2022, Paid-Up Capital Rises
PhysicsWallah Limited allotted 2,89,08,108 equity shares of face value INR 1 each under ESOP Plan 2022 via a Board circular resolution dated May 12, 2026. The allotment was triggered by the exercise of 80,30,030 stock options at INR 1 per option, realising INR 80,30,030. As a result, the company's paid-up share capital increased from Rs. 2,85,96,92,500 to Rs. 2,88,86,00,608. The diluted earnings per share, computed using Q3FY26 earnings, stands at Rs. 0.34/-.

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PhysicsWallah Limited has allotted 2,89,08,108 (Two Crore Eighty-Nine Lakh Eight Thousand One Hundred Eight) fully paid-up equity shares of face value INR 1 each under its Employees' Stock Option Plan, 2022 (ESOP Plan 2022). The allotment was approved by the Board of Directors through a circular resolution dated May 12, 2026, pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The equity shares so allotted rank pari-passu with the existing equity shares of the company in all respects.
ESOP Allotment Details
The allotment follows the exercise of vested stock options by eligible employees under ESOP Plan 2022. The plan is compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The total equity shares allotted include requisite adjustments on account of corporate actions as provided under the ESOP Plan 2022, including 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.
The key parameters of the allotment are summarised below:
| Parameter: | Details |
|---|---|
| Total Equity Shares Allotted: | 2,89,08,108 shares of face value INR 1 each |
| Options Exercised: | 80,30,030 |
| Exercise Price per Option: | INR 1 |
| Money Realised by Exercise: | INR 80,30,030/- |
| Diluted EPS (Q3FY26 earnings): | Rs. 0.34/- |
| ESOP Plan: | PhysicsWallah Limited Employees' Stock Option Plan, 2022 |
| Allotment Date: | May 12, 2026 |
Impact on Paid-Up Share Capital
Consequent to this allotment, the paid-up share capital of PhysicsWallah Limited has been revised upward. The table below captures the change:
| Metric: | Amount |
|---|---|
| Paid-Up Capital (Pre-Allotment): | Rs. 2,85,96,92,500/- |
| Paid-Up Capital (Post-Allotment): | Rs. 2,88,86,00,608/- |
Key Terms of ESOP Plan 2022
The ESOP Plan 2022 governs the manner in which options are managed across various employee scenarios and corporate events. The significant terms include:
- The plan provides for treatment of options in cases of death, permanent incapacity, resignation, termination, retirement, and abandonment.
- In the event of corporate actions such as rights issues, bonus issues, splits, consolidations, mergers, amalgamations, or sale of divisions, requisite adjustments to the number of options are made in a fair and reasonable manner in accordance with the plan.
- Pursuant to the bonus issue of 35 equity shares for every 1 equity share approved by the Board on March 4, 2025, and by shareholders on March 5, 2025, appropriate adjustments were made to the options exercised under ESOP Plan 2022.
- Vested options may be exercised at any time from the respective date(s) of vesting, as per the terms of grant.
- Equity shares arising on conversion of options rank pari-passu with all existing equity shares from the date of allotment.
Regulatory Compliance
The disclosure has been made under Regulation 30 of the SEBI Listing Regulations, read with the SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The diluted earnings per share of Rs. 0.34/- has been calculated using the earnings reported by the company for Q3FY26. The disclosure is also hosted on the company's investor relations website at https://www.pw.live/investor-relations . The intimation was signed by Ajinkya Jain, Group General Counsel, Company Secretary & Compliance Officer (Membership No.: A33261).
Historical Stock Returns for Physicswallah
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +1.39% | +4.07% | +11.73% | -27.47% | -27.47% | -27.47% |
How might the significant dilution from this ESOP allotment impact PhysicsWallah's earnings per share trajectory as the company approaches a potential IPO?
Given the exercise price of just INR 1 per option, how does PhysicsWallah plan to manage future ESOP-related dilution to protect existing shareholder value?
Will the increased employee equity ownership following this allotment influence PhysicsWallah's ability to retain key talent amid intensifying competition in the EdTech sector?


































