Physicswallah Limited has issued a postal ballot notice dated December 08, 2025, seeking shareholder approval for multiple strategic resolutions through remote electronic voting. The notice, filed under Regulation 30 of SEBI Listing Regulations, outlines five special resolutions that will shape the company's employee compensation framework and corporate governance structure.

Key Resolutions for Shareholder Approval

The postal ballot encompasses five critical resolutions that require special resolution approval:

ESOP Plan 2022 Ratification and Extension

Following the company's listing on November 18, 2025, Physicswallah requires shareholder ratification of its existing Employee Stock Options Plan 2022 under Regulation 12(1) of SEBI (SBEBSE) Regulations. The plan, originally approved by the Board on July 29, 2022, and subsequently by shareholders on August 30, 2022, needs post-listing compliance approval before making fresh grants.

The ESOP Plan 2022 features include:

• Option Pool: 3,83,78,610 options originally, adjusted to 9,38,96,967 equity shares post-bonus issue
• Exercise Ratio: Every 10 options exercisable for 1 equity share
• Vesting Period: Minimum 1 year, maximum 4 years with 25.00% vesting after first year
• Implementation: Direct route through Nomination and Remuneration Committee

New ESOP Plan 2025 Introduction

The company proposes to introduce a fresh Employee Stock Options Plan 2025 to address talent retention and expansion requirements.

The plan aims to attract and retain talent while fostering employee ownership. The maximum number of options that may be granted to each employee shall not exceed one percent of issued capital during any one year.

Voting Timeline and Process

The remote e-voting process has been structured as follows:

The company has appointed NSDL to facilitate e-voting, with Mr. Vaibhav Dandawate or Ms. Deepti Kulkarni from M/s Makarand M. Joshi & Co. serving as scrutinizers for the postal ballot process.

Articles of Association Amendment

The fifth resolution seeks approval for amending the Articles of Association by deleting Part-B entirely. This section contained special shareholder rights pursuant to the Amended and Restated Shareholders Agreement dated September 19, 2024, which automatically terminated upon the company's listing on November 18, 2025.

The amendment reflects the company's transition from a private entity with special shareholder arrangements to a publicly listed company operating under standard corporate governance frameworks.

Corporate Governance and Compliance

The postal ballot notice demonstrates Physicswallah's commitment to regulatory compliance and transparent corporate governance. All proposed resolutions align with SEBI regulations, Companies Act provisions, and best practices for listed entities.

Shareholders can access the complete notice and related documents on the company's website at https://www.pw.live/investor-relations , BSE and NSE websites, and NSDL's e-voting portal. The company has also arranged for electronic inspection of relevant documents during business hours throughout the voting period.

Physicswallah Limited has strengthened its position in Xylem Learning Private Limited through a strategic amendment to their existing shareholders agreement. The company's board of directors approved the third amendment, marking another significant step in the ongoing acquisition process.

Key Acquisition Details

The third amendment facilitates the acquisition of an additional 930 equity shares from existing shareholders, representing a substantial increase in ownership stake. This transaction builds upon the original shareholders agreement entered into on June 17, 2023, which has been previously amended on June 18, 2023, and February 07, 2025.

Revised Commercial Framework

The amendment introduces significant changes to the acquisition structure and valuation methodology. The tranche-wise acquisition terms have been comprehensively revised, including modifications to the number of equity shares proposed for acquisition under remaining tranches.

The valuation mechanism has undergone a fundamental shift, with the framework now based exclusively on EBITDA metrics. Key changes include:

• 100% weightage assigned to EBITDA for valuation purposes
• Increased EBITDA valuation multiples for remaining tranches
• Elimination of revenue metrics from the valuation framework

Strategic Alignment

According to the company's disclosure, these amendments are designed to align the acquisition schedule and commercial terms with Physicswallah's strategic objectives. The revised structure provides greater clarity and focus on profitability metrics rather than revenue-based valuations.

Regulatory Compliance

The transaction falls within the ambit of related party transactions and is conducted at arm's length, given Xylem's status as a subsidiary of Physicswallah Limited.

The parties to the amended agreement include Physicswallah Limited, Xylem Learning Private Limited, and individual shareholders Mr. Anthu Sasikumar, Mr. Vinesh Kumar Karuvarathpoyil, and Mr. Lijeeshkumar Valiyaparambil. This strategic acquisition reinforces Physicswallah's commitment to expanding its educational technology portfolio through controlled subsidiary operations.