Physicswallah Limited has announced a significant land acquisition through its wholly owned subsidiary, Penpencil EduServices Private Limited. The company disclosed the transaction under Regulation 30 of SEBI Listing Regulations on December 23, 2025.

Land Acquisition Details

Penpencil EduServices Private Limited executed a sale deed on December 23, 2025, for acquiring 1.76 acres of land situated at Village-Tupudana, District Ranchi. The acquisition represents a strategic move to support the company's future business expansion plans.

Transaction Structure

The total transaction value amounts to ₹69.50 crores (Indian Rupees Sixty Nine Crore Forty Nine Lakh Seventy Two Thousand Eight Hundred Only), excluding transfer and other applicable charges and duties. The land has been acquired free from all encumbrances, charges, mortgages, attachments, lis pendens, demand, liens and trust of whatsoever nature.

Strategic Purpose

The land acquisition is specifically intended to support future expansion of business operations. This move aligns with the company's growth strategy in the education sector, providing physical infrastructure for potential facility development in the Ranchi region.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations and SEBI circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The company confirmed that the transaction does not fall within related party transactions, and the sellers have no relationship with the promoter, promoter group, or group companies.

Corporate Information

The disclosure was signed by Ajinkya Jain, Group General Counsel, Company Secretary & Compliance Officer of Physicswallah Limited. The complete disclosure has been hosted on the company's website at https://www.pw.live/investor-relations for stakeholder reference.

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.