The Board of Directors of the company approved, via circular resolution on September 10, 2026, the allotment of 41,22,180 (Forty-One Lakh Twenty-Two Thousand One Hundred Eighty) fully paid-up equity shares of face value INR 1 (Indian Rupee One) each. This allotment was made upon the exercise of vested stock options by eligible employees under the Physicswallah Limited Employees' Stock Option Plan, 2022 ("ESOP Plan 2022").

The newly allotted equity shares will rank pari passu with the existing equity shares of the company in all respects.

Capital Structure Impact

Consequent to this allotment, the paid-up share capital of the company has increased from INR 2,90,08,86,652 to INR 2,90,50,08,832.

ESOP Plan Details (Annexure-A)

  • Brief details: Allotment of 41,22,180 fully paid-up equity shares (face value INR 1 each) pursuant to exercise of vested stock options under ESOP Plan 2022.
  • SEBI Compliance: The scheme is in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
  • Total shares covered: 41,22,180 equity shares are covered by the stock options granted, including adjustments for corporate actions.
  • Exercise Price: The exercise price is INR 1 per stock option.
  • Options Vested: Not Applicable for this disclosure.
  • Exercise Timeframe: Vested options can be exercised at any time from their respective vesting dates as per the ESOP Plan 2022 terms.
  • Options Exercised: In this specific event, 11,45,050 options were exercised under the ESOP Plan 2022.
  • Money Realized: The exercise of these options realized INR 11,45,050 for the company.
  • Total Shares from Exercise: The exercise of 11,45,050 stock options resulted in the allotment of 41,22,180 equity shares, after accounting for adjustments due to corporate actions as per the plan.
  • Options Lapsed: Not Applicable for this disclosure.
  • Variation of Terms: Not Applicable for this disclosure.
  • Significant Terms: The ESOP Plan 2022 outlines procedures for scenarios like death, incapacity, resignation, termination, and retirement. It also includes provisions for adjustments (including to the number of options) in case of corporate actions like rights issues, bonus issues, stock splits, mergers, or other reorganizations. A specific note mentions a prior bonus issue of 35 equity shares for every 1 equity share approved by the Board.
  • Subsequent Changes: The equity shares allotted upon conversion of the options rank pari passu with other equity shares from the date of allotment. The number 11,45,050 is reiterated under this point concerning the exercise of options.
  • Diluted EPS Impact: The issuance of shares upon this exercise of options results in a diluted earnings per share (DEPS) of INR (0.09), calculated based on the financial results for the quarter ended June 30, 2026.

Regulatory and Administrative Details

This disclosure is made in compliance with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The disclosure has been signed by Ajinkya Rajendra Jain, Group General Counsel, Company Secretary & Compliance Officer (Membership No.: A33261), and will be hosted on the company's website at https://www.pw.live/investor-relations.