Physicswallah Limited has released its monitoring agency report for the quarter ended December 31, 2025, detailing the utilization of proceeds from its ₹3,100 crore Initial Public Offering (IPO). The report, prepared by CARE Ratings Limited and reviewed by the company's Audit Committee and Board of Directors on February 05, 2026, provides comprehensive insights into the deployment of IPO funds across various strategic objectives.

IPO Fund Utilization Overview

During Q3FY26, Physicswallah utilized ₹285.68 crores from its IPO proceeds, leaving ₹2,814.32 crores unutilized. The monitoring agency confirmed no deviations from the objects stated in the offer document, indicating adherence to the company's planned fund deployment strategy.

Key Fund Deployment Areas

The company allocated funds across several strategic initiatives during the quarter. Capital expenditure for fit-outs of new offline and hybrid centers received ₹2.42 crores, with ₹2.18 crores specifically directed toward "Vidyapeeth" centers and ₹0.24 crores for other centers. Lease payments for existing identified offline and hybrid centers accounted for ₹13.47 crores, distributed among Vidyapeeth centers (₹10.80 crores), Pathshala centers (₹0.37 crores), and other centers (₹2.30 crores).

Subsidiary Acquisition Progress

A significant portion of funds, ₹26.47 crores, was deployed for acquiring additional shareholding in subsidiary Utkarsh Classes & Edutech Private Limited. The acquisition involved payments of ₹6.18 crores each to Mr. Nirmal Gehlot and Mr. Tarun Gehlot, and ₹14.12 crores to Mrs. Bhanwari Gehlot. This transaction increased Physicswallah's total shareholding in Utkarsh Classes to 75.50%.

General Corporate Purposes

The largest single allocation during the quarter was ₹243.33 crores toward general corporate purposes. This expenditure primarily comprised ₹240.82 crores for employee benefit expenses and professional fees, including payments to full-time teachers and third-party consultant teachers. Additionally, ₹2.50 crores was allocated for Goods and Services Tax expenses related to capital expenditure and lease payments.

Unutilized Funds Management

The company has deployed its unutilized proceeds across multiple fixed deposits with leading banks, earning returns ranging from 5.25% to 6.80%. Major deposits include ₹1,000 crores with HDFC Bank at 6.78% return and ₹500 crores with Axis Bank at 6.80% return. The monitoring agency noted that several planned initiatives, including investments in Xylem Learning Private Limited, server and cloud infrastructure costs, and marketing initiatives, showed nil utilization during the quarter.

Financial Context and Outlook

The monitoring agency highlighted that Physicswallah incurred losses of ₹243 crores in FY25 and ₹57 crores in H1FY26. Despite these losses, the systematic deployment of IPO proceeds demonstrates the company's commitment to its stated growth objectives. All project completion dates remain on track, with most initiatives scheduled for completion by December 31, 2028, and no delays reported in implementation timelines.

PhysicsWallah Limited has announced amendments to its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, following approval by the Board of Directors on February 05, 2026. The regulatory filing was submitted to both the National Stock Exchange of India Limited and BSE Limited in compliance with SEBI insider trading regulations.

Board Meeting Details

The Board meeting was conducted on Thursday, February 05, 2026, with specific timing details provided for transparency:

The communication was signed by Ajinkya Jain, Group General Counsel, Company Secretary & Compliance Officer, with membership number A33261.

Revised Code Framework

The amended code establishes comprehensive procedures for handling unpublished price sensitive information (UPSI) in accordance with SEBI regulations. The framework designates the Company Secretary and Compliance Officer as the Chief Investor Relations Officer (CIRO), responsible for timely and uniform dissemination of information.

Key Provisions

The revised code includes several critical components:

• Prompt Public Disclosure: UPSI must be disclosed to stock exchanges and disseminated continuously as soon as credible information becomes available
• Universal Dissemination: Information will be shared uniformly through stock exchanges and the company's official website at https://www.pw.live/investor-relations
• Need-to-Know Basis: UPSI handling restricted to legitimate purposes, performance of duties, or legal obligations
• Analyst Interactions: Only public information provided to analysts, with simultaneous public disclosure if UPSI is shared

Legitimate Purpose Guidelines

The code includes detailed operating guidelines for determining legitimate purposes for UPSI sharing. These guidelines establish principles for assessment:

Approved Sharing Categories

The code identifies specific categories where UPSI sharing may be considered legitimate:

• Business and commercial requirements with partners, lenders, and suppliers
• Professional advice from auditors, legal advisors, and consultants
• Regulatory and governmental compliance requirements
• Strategic transactions including mergers and acquisitions
• Contractual obligations and group reporting needs

Compliance and Documentation Requirements

The amended code establishes strict documentation and compliance protocols. All UPSI recipients must be informed of their insider status and confidentiality obligations through written agreements. The company will maintain a structured digital database (SDD) containing details of information sharing, preserved for at least eight years.

Digital Database Specifications

The CIRO oversees all public disclosures and ensures compliance with the guidelines. Any deviations must be reported to the Audit Committee, while exceptions require Board of Directors approval.

Regulatory Context

This amendment aligns with Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, which mandates listed companies to formulate fair disclosure codes. The revised framework ensures PhysicsWallah Limited maintains transparency while protecting sensitive business information.

The updated code will be published on the company's website and communicated to relevant stock exchanges as required by regulatory guidelines.

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