Target Entity: Utkarsh Classes & Edutech Private Limited

Type of Deal: Acquisition of minority stake (12.25%) in existing subsidiary

Stake/Capacity: 25,599 equity shares representing 12.25% of fully diluted equity share capital

Deal Value: ₹2,55,990 (Indian Rupees Two Lakh Fifty-Five Thousand Nine Hundred and Ninety only)

Funding Source: Cash consideration

Financial Impact: The target company Utkarsh Classes reported turnover of ₹169.66 Crores in FY 2025-26, ₹168.96 Crores in FY 2024-25, and ₹146.97 Crores in FY 2023-24. The acquisition increases Physicswallah's shareholding from 75.50% to 87.75%.

Timeline: The Company intends to complete the acquisition in three months.

Strategic Rationale: Incremental acquisition under existing Share Acquisition Terms Agreement, consistent with the Company's core education business. No change in line of business.

Approval Status: Approved by the Board of Directors at meeting held on November 04, 2026 (commenced at 02:45 P.M. IST and concluded at 03:37 P.M. IST)

Additional Details: The acquisition involves execution of a third amendment agreement to replace the PAT-linked valuation mechanism for Tranche IV with a mutually agreed fixed purchase consideration and to dispense with the acquisition under Tranche V. The transaction does not fall within related party transaction as promoter/promoter group/group companies have no interest in Utkarsh Classes. Paid-up share capital of Utkarsh Classes is ₹20,89,750. Utkarsh Classes was incorporated on November 16, 2018 and is engaged in establishing and operating educational institutions including schools, colleges, coaching centers, and laboratories/workshops across science and non-science streams. The company also provides educational content and sells books and course materials through online platforms. Country of presence: India.

Reference Regulation: SEBI Regulation 30 read with Schedule III of SEBI Listing Regulations and SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026