డైరెక్టర్ల నివేదిక Physicswallah Ltd.

The Board of Directors ("Board") of Physicswallah Limited (Formerly Known as Physicswallah Private Limited) ("the Company"
or "Physicswallah") is pleased to present the 6^th Annual Report of the Company, being its first Annual Report following the
listing of its equity shares on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") together with
the audited standalone and consolidated financial statements and the Auditors'' Reports thereon for the financial year ("FY")
ended March 31, 2026 ("FY 2025-26").

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

A summary of the Company''s standalone and consolidated financial performance is set out below:

Results of operations

On a consolidated basis, the Company recorded
revenue from operations of INR 3,899.54 crore in FY
2025-26, representing a year-on-year ("YoY") growth of
35.1%. The growth was primarily driven by an increase
in the paid user base from 4.46 million in FY 2024-25 to
5.34 million in FY 2025-26. During the year, learners in
the Online channel increased from 4.13 million to 4.87
million, while Offline student enrolments increased
from 0.33 million to 0.47 million.

Revenue from operations remained well diversified
across the Company''s Online and Offline channels.
The Online channel contributed 51.6% of revenue
from operations, generating INR 2,011.11 crore, while
the Offline channel contributed 47.3%, with revenue of
INR 1,844.11 crore. Other revenue streams contributed
the remaining 1.1% at INR 44.32 crore. The balanced
contribution from Online and Offline channels reflects
the strength of the Company''s integrated omnichannel
model and its ability to serve learners across diverse
formats, categories and geographies.

Profit Before Tax ("PBT") improved significantly to
INR 9.92 crore in FY 2025-26, compared to a loss of
INR 258.55 crore in FY 2024-25. Accordingly, the PBT
margin improved to 0.3% from a negative margin of 9.0%
in the previous year. Earnings Before Interest, Taxes,

Depreciation and Amortization ("EBITDA") increased
to INR 549.20 crore in FY 2025-26, with the EBITDA
margin improving to 14.1% from 6.7% in FY 2024-25.

Cash flow from operations improved by 64.3% to
INR 833.24 crore in FY 2025-26, compared to INR
507.04 crore in FY 2024-25. As of March 31, 2026,
the Company''s treasury stood at INR 5,027.25 crore,
including IPO proceeds.

Highlights of the Company''s financial
performance for the year ended March 31, 2026

During FY 2025-26, the Company delivered a strong
financial performance, with total income increasing
35.9% YoY to INR 4,131.04 crore. Pre-IndAS EBITDA
grew significantly by 220.6%, from INR 93.65 crore
to INR 300.20 crore, reflecting improved operating
leverage across examination categories and segments.
The Company also recorded a substantial improvement
in profitability, with PAT loss narrowing sharply from
INR 243.26 crore in the previous year to INR 24.17 crore
in the current year.

Operational Highlights - FY 2025-26

• Total Centres: 353, compared to 198 in FY 2024-25

• Education Categories: 16, including 3 new
categories added during FY 2025-26.

• Total Faculty Members: 6,837,

• Total Employees: 18,977

• Daily Active Learners: over 3.3 million

• Average Engagement Time: 104 minutes

• App Downloads: over 89.4 million

• Student Community: 142 million strong

The Company enters FY 2026-27 with a strong,
engaged learner community and a clear focus on
deeper penetration into existing categories, expansion
into new ones, and deeper AI integration across its
ecosystem, anchored in a commitment to sustainable,
technology-led growth.

2. STATE OF COMPANY''S AFFAIRS

The Company is an integrated education platform
focused on making quality education accessible
through technology-enabled learning solutions. Since
its incorporation in 2020, following the launch of its
YouTube channel in 2014, the Company has evolved
from a digital-first teaching initiative into a publicly
listed education company with a diversified presence
across online, offline and hybrid learning formats.

The Company addresses learners across every stage
of the academic journey, from Early Learning and
Online K-12 to competitive examination preparation,
skilling, upskilling and professional certifications
serving diverse learner needs across India and select
international markets.

The Genesis and Evolution of a Movement

The Company''s journey began with a simple yet
powerful vision, to make quality education accessible
and affordable to every student, irrespective of their
background. This vision was pioneered with the
belief that access to quality education should not be
determined by the ability to afford expensive coaching.
What started as a humble initiative in Prayagraj, focused
on helping students prepare for the Joint Entrance
Examination (JEE) and the National Eligibility cum
Entrance Test (NEET), gradually grew into a movement
that sought to redefine the way students learn and
prepare for competitive examinations.

As the initiative gained momentum and resonated
with students across the country, it evolved from
an individual endeavour into a formal enterprise. In
2020, the business was formally incorporated as a
private limited company. Since then, the Company
has continued to expand its reach, offerings and
capabilities, while remaining anchored to its founding
purpose of making quality education more accessible.

A significant chapter in this journey unfolded in
January 2025, when the Company transitioned into
a public company, followed by another landmark
milestone with the successful completion of its Initial
Public Offering ("IPO") and listing of its equity shares

on NSE and BSE in November 2025. From its humble
beginnings - a whiteboard and a vision, to becoming
a listed education company, the journey reflects
the evolution of an idea into a larger movement that
continues to strive towards making quality education
accessible to millions of learners across India.

A Robust Hybrid Ecosystem: Online and Offline
Delivery

The Company has built an integrated education
ecosystem that combines the reach and convenience
of digital learning with the depth of classroom-based
education. This hybrid model enables the Company
to serve learners across geographies, formats and
segments while leveraging the strengths of its online
and offline channels.

The Online channel is anchored by the Physicswallah
App and web platform, offering courses across multiple
examinations and subjects in 11 languages. As of March
31, 2026, the platform had recorded over 89.4 million
cumulative app downloads and more than 3.3 million
daily active learners, with average daily engagement of
over 104 minutes. The Company''s digital ecosystem is
further supported by 320 YouTube channels with more
than 142 million subscribers, serving as a significant
platform for learner engagement and organic Learner
acquisition. Learners in the Online channel increased
to 4.87 million during FY 2025-26.

The Company has complemented its digital presence
with its Offline and Hybrid network of Vidyapeeth
and Pathshala centres. As of March 31, 2026, the
Company had a network of 353 centres across 178
cities, with offline enrolments of 0.47 million students.
Approximately 80% of offline admissions originated
from online leads, reflecting the strong integration
between the Company''s online and offline channels.

Beyond its core online and offline offerings, the
Company has continued to expand its presence across
domestic and allied education segments. Through
its subsidiary, Knowledge Planet Holdings Limited,
the Company serves learners in the Gulf region, its
subsidiaries, including Guiding Light Education
Technologies Private Limited, Xylem Learning Private
Limited and Utkarsh Classes & Edutech Private Limited,
provide access to specialised and regional education
markets, enabling the Company to address diverse
learner needs across geographies and categories.

Diversified Business Offerings

The Company has continued to diversify its education
offerings across learner segments, academic
stages and career aspirations. Its portfolio spans
school education (K-12), competitive examination
preparation, higher education entrance examinations,
upskilling programmes, professional certifications,
language and learning.

These offerings are delivered through online live
classes, recorded courses, offline coaching, hybrid
learning programmes and self-paced digital products.
In addition to the Physicswallah brand, the Company
has expanded its portfolio through strategic
acquisitions and complementary brands, enabling it
to address regional markets, state board learners and
specialised examination categories. This diversified
portfolio enables the Company to serve learners across
different stages of their educational journey while
reducing dependence on any single examination
category or delivery channel.

Technology and Innovation

Technology remains central to the Company''s
operating model and learner experience. The Company
continues to invest in scalable digital infrastructure,
artificial intelligence, data analytics and automation to
enhance content delivery, improve learner outcomes
and increase operational efficiency.

During FY 2025-26, the Company further expanded
the use of AI-powered learning capabilities across
its platforms, including personalised learning

recommendations, doubt resolution, content

discovery and student engagement tools. AI-enabled
solutions were also deployed across functions such
as engineering, sales operations and learner support,
helping improve productivity, optimise resource
allocation and enhance service quality.

The Company also continued to strengthen its
technology capabilities through digital assessments,
learning analytics, automation and multilingual content
delivery, supporting a consistent and scalable learning
experience across its growing learner base.

Integrated Hybrid Learning Ecosystem

The Company follows an integrated online and offline
operating model designed to improve accessibility and
learner engagement across India. Its digital ecosystem,
supported by a large network of educational YouTube
channels and the Physicswallah App, serves as an
important platform for learner, engagement and
content delivery. The Company''s courses are available
in multiple Indian languages, enabling greater
accessibility for students across Tier II, Tier III and
underserved areas.

Complementing its digital presence is a growing network
of offline and hybrid learning centres operating under
various formats across multiple cities. The integration
of online discovery with offline delivery enables the
Company to provide a seamless learner experience
while creating operational efficiencies through a
unified technology and student management platform.

Innovation and New Growth Initiatives

During FY 2025-26, the Company continued to expand
into adjacent education segments while strengthening

its core offerings. Its focus remained on expanding
category coverage, enhancing learning outcomes
through technology, strengthening content and faculty
capabilities, and developing offerings across skilling,
professional education and lifelong learning.

During the year, the Company added three new
education categories, taking the total number of
categories to 16 (each of which now generates over
INR 10 crore in annual collections). This continued
diversification was supported by strategic investments
and acquisitions that expanded the Company''s
business portfolio; details of the key investments,
acquisitions and other strategic initiatives undertaken
during the year are covered in the relevant sections
of this Report.

3. INITIAL PUBLIC OFFERING & LISTING OF
EQUITY SHARES OF THE COMPANY

During FY 2025-26, the Company successfully
completed its IPO, comprising a fresh issue of equity
shares aggregating to INR 3,100 crore and an Offer for
Sale aggregating to INR 380 crore by the Promoters,
resulting in a total issue size of approximately INR 3,480
crore. The IPO opened on November 11, 2025 and the
equity shares of the Company were listed on NSE and
BSE on November 18, 2025. The net proceeds from the
Fresh Issue are being utilised towards the Company''s
expansion, growth and strategic initiatives, and other
purposes in accordance with the objects of the Offer as
disclosed in the Prospectus.

The successful completion of the IPO and listing marks a
significant milestone in the Company''s growth journey.
The Board places on record its sincere appreciation for
the guidance and support extended by the Book Running
Lead Managers, legal counsels, advisors, intermediaries,
Securities and Exchange Board of India, NSE, BSE, the
Registrar of Companies and all other stakeholders whose
collective efforts were instrumental in the successful
completion of the IPO and listing process. The Board
is gratified and humbled by the confidence and trust
reposed by the Members and investors.

Utilisation of IPO Proceeds

The Company has appointed CARE Ratings Limited as
the Monitoring Agency in terms of Regulation 41 of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 to monitor the utilisation of the
proceeds raised through the IPO. The Company
has obtained the Monitoring Agency Reports on a
quarterly basis and submitted the same to NSE and
BSE in accordance with the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations").

The IPO proceeds are being utilised in accordance
with the objects stated in the Prospectus, and there
has been no deviation or variation in the utilisation

of such proceeds in terms of Regulation 32 of the SEBI Listing Regulations. The Statement of Deviation or Variation
and the Monitoring Agency Reports are available on the Company''s website athttps://www.pw.live/investor-
relations#announcements.

The utilisation of the IPO proceeds as on March 31, 2026, is set out below:

4. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

Pursuant to the requirements of Section 134(3)(l) of
the Companies Act, 2013 ("Act"), there have been
no material changes and commitments affecting the
financial position of the Company between the end
of the financial year and the date of this Report, other
than those already disclosed elsewhere in this Report
or as set out below:

a) Investment in FinZ Finance Private Limited: The

Company invested approximately INR 120 crore
in FinZ Finance Private Limited, a wholly-owned
subsidiary of the Company, by subscribing to
equity shares issued on a rights basis.

b) Acquisition of additional stake in Guiding
Light Education Technologies Private Limited:

Pursuant to the Shareholders'' Agreement and
Share Purchase Agreement dated September 02
2025, (Including amendment(s) and

modification(s) thereto), executed for the
acquisition of up to 85% equity stake in
Guiding Light Education Technologies Private
Limited ("Sarrthi IAS") in six tranches up
to Financial Year 2030-31, the Company
completed Tranche II of the acquisition by
acquiring an additional 11% equity stake.
Consequently, the Company''s shareholding in
Sarrthi IAS increased from 40% to 51%.

5. DIVIDEND

The Board has not recommended any Dividend for FY
2025-26. In terms of Regulation 43A of the SEBI Listing
Regulations, the Company''s Dividend Distribution
Policy is available on its website athttps://www.pw.live/
version14/assets/pdfs/Dividend%20Distribution%20
Policv.pdf

6. TRANSFER TO RESERVES

During FY 2025-26, the Company has not transferred
any amount to the reserves.

7. SHARE CAPITAL

The Company''s Share Capital position for the FY 2025-26 as set out below:

a. Authorized Share Capital

The authorised share capital of the Company as on March 31, 2026, is INR 10,12,00,00,000 (Indian Rupees One
Thousand Twelve Crore Only) divided into 10,00,00,00,000 (One Thousand Crore) equity shares having a face
value of INR 1 each and 1,20,00,000 (One Crore Twenty Lakh) preference shares having a face value of INR 10 each.

b. Issued, Subscribed and Paid-up share capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026, is INR 2,85,96,92,500
(Indian Rupees Two Hundred Eighty-Five Crore Ninety-Six Lakh Ninety-Two Thousand Five Hundred Only) divided
into 2,85,96,92,500 equity shares having a face value of INR 1 each.

c. Changes in Issued, Subscribed and Paid-up Share Capital

The details of equity shares issued and allotted by the Company during FY 2025-26 are set out below:

The details of equity shares issued and allotted by the Company subsequent to the closure of FY 2025-26
are set out below:

As on the date of this report, the paid-up equity share capital of the Company amounts to INR 290,08,86,652 (Indian
Rupees Two Hundred Ninety Crore Eight Lakh Eighty Six Thousand Six Hundred Fifty Two Only).

Shares with Differential Voting Rights: The Company has not issued any shares with differential rights as to
dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read with
Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished herein this report.

8. DEBENTURES

During FY 2025-26, the Company has not issued and allotted Debentures.

9. DEPOSITS

During FY 2025-26, the Company has neither accepted any deposits from the public under Chapter V of the Act nor had
any amount outstanding towards principal or interest on deposits from the public as on March 31, 2026.

10. CORPORATE GOVERNANCE

The Company is committed to maintaining high
standards of corporate governance and has complied
with the applicable corporate governance requirements
under the Act and SEBI Listing Regulations. The
Corporate Governance Report, along with the certificate
confirming compliance with the Corporate Governance
requirements, forms part of this Annual Report.

11. SUBSIDIARIES, ASSOCIATE COMPANIES
AND JOINT VENTURES

As on March 31, 2026, the Company has nine (9)
wholly-owned subsidiaries and four (4) subsidiaries.
In addition, the Company has twelve (12) step-down
subsidiaries and three (3) associate companies, and
does not have any joint venture.

During FY 2025-26, two (2) entities became wholly-
owned subsidiaries and two (2) entities became
associate companies. The details of these changes
are set out below:

a) Subsidiary Companies

During FY 2025-26, the following entities became
subsidiaries of the Company:

• Physicswallah Student Housing Private
Limited was incorporated as a wholly-
owned subsidiary of the Company on
March 09, 2026.

• Nextseed Foundation became a wholly-
owned subsidiary of the Company with
effect from March 18, 2026, pursuant to its
acquisition by the Company.

During FY 2025-26, one (1) company ceased
to be a subsidiary (step-down subsidiary) of the
Company, and one (1) company ceased to be a
wholly-owned subsidiary of the Company. The
details of these changes are set out below:

• Bharat Innovation Global Private Limited

ceased to be a wholly-owned subsidiary
with effect from February 19, 2026, following
the sale of 10% of the Company''s equity
shareholding therein.

• American Education Centre LLC ceased to
be a step-down subsidiary of the Company,
resulting in the cessation of its status as a
subsidiary of the Company. For further details,
please refer to Annexure A of this Report.

b) Associate Companies

During FY 2025-26, no entity ceased to be an
associate company of the Company based on its
shareholding, while the following two (2) entities
became associate companies of the Company
based on its shareholding:

• Kay Lifestyle and Wellness Private Limited

became an associate company of the
Company with effect from April 15, 2025.

• Guiding Light Education Technologies
Private Limited became an associate
company of the Company with effect from
September 02, 2025.

Notwithstanding their classification as associate
companies based on the Company''s shareholding,
the aforesaid entities are considered as subsidiaries
for the purpose of consolidation in accordance
with Indian Accounting Standards ("Ind AS")
110-Consolidated Financial Statements, based on
the control exercised by the Company.

*After the closure of the reporting period, the Company acquired
an additional 11% equity stake in Guiding Light Education
Technologies Private Limited, increasing its shareholding to 51%.
Consequently the entity became a subsidiary of the Company
based on its shareholding.

c) Joint Ventures

The Company did not have any joint venture
during FY 2025-26. Accordingly, no company
became or ceased to be a joint venture of the
Company during the year.

ACCOUNTS OF SUBSIDIARIES

The Consolidated Financial Statements of the Company
for FY 2025-26 have been prepared in accordance
with the applicable provisions of the Act and Ind AS
prescribed under Section 133 of the Act.

Pursuant to the provisions of Section 129(3) of the
Act read with the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the
financial statements of the Company''s subsidiaries
and associate companies in the prescribed Form
AOC-1 forms an integral part of this Report and is
annexed as Annexure A.

In accordance with Section 136 of the Act read with the
SEBI Listing Regulations, the audited Standalone and
Consolidated Financial Statements of the Company,
together with the financial statements of its subsidiaries,
are available on the website of the Company athttps://
www.pw.live/investor-relations#financial-report.

MATERIAL SUBSIDIARY

The Board has adopted a Policy for determining
Material Subsidiaries in accordance with the provisions
of Regulation 16(1)(c) of the SEBI Listing Regulations.
The Policy is available on the website of the Company at
https://www.pw.live/version14/assets/pdfs/Policv%20
for%20Determining%20Material%20Subsidiaries.pdf

The details of the Material Subsidiary(ies) of the
Company, as on March 31, 2026, are provided in the
Corporate Governance Report forming part of this
Annual Report.

Subsequent to the closure of FY 2025-26, Xylem Learning
Private Limited ceased to be a material subsidiary of the
Company in accordance with Regulation 16(1)(c) of the
SEBI Listing Regulations.

12. ANNUAL RETURN

The Annual Return of the Company in Form MGT-7 for
FY 2025-26, in terms of Section 92 read with Section
134 of the Act and the rules made thereunder, is
available on the Company''s website athttps://www.
pw.live/investor-relations#annual-return

13. BOARD OF DIRECTORS

The composition of the Board is in compliance with the
Act and the SEBI Listing Regulations, and there was no
change in the Directors of the Company during FY 2025¬
26. The Directors possess diverse skills, experience and
expertise across various fields. The details of the core
skills, expertise and competencies of the Directors are
provided in the Corporate Governance Report forming
part of this Annual Report.

As on March 31, 2026, the Board comprised 6 (Six) Directors, comprising 2 (Two) Executive Directors and 4 (Four) Non¬
Executive Directors, of whom 3 (Three) were Independent Directors, including 1 (One) Independent Woman Director.
The details of the composition of the Board are set out below:

Subsequent to the closure of FY 2025-26, based on the
recommendation of the Nomination and Remuneration
Committee ("NRC"), the Board, at its meeting held
on August 14, 2026, approved the appointment of
Mr. Anoop Kumar Mittal (DIN: 05177010) as an
Additional Director in the capacity of a Non-Executive
Independent Director of the Company for a term of five
consecutive years with effect from August 14, 2026,
subject to the approval of the Members at the ensuing
Annual General Meeting ("AGM").

RETIREMENT BY ROTATION & RE-APPOINTMENT

In terms of the provisions of Section 152 of the
Act read with rules made thereunder and Articles of
Association of the Company, Mr. Prateek Boob (DIN:
07113666), Whole-time Director of the Company, is
liable to retire by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment. Based on the

recommendation of the NRC, the Board recommends his
reappointment at the ensuing AGM.

The disclosures relating to the Directors seeking
appointment and re-appointment, as required under
the Act, SEBI Listing Regulations and Secretarial
Standard on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India, are set out in
the Notice convening the ensuing AGM.

14. BOARD MEETINGS

During FY 2025-26, the Board met 13 (Thirteen) times
to consider and approve various matters. The maximum
interval between any two Board meetings did not
exceed 120 days, and the requisite quorum was present
at all the meetings. The details of the Board meetings
held, including the attendance of the Directors, are
provided in the Corporate Governance Report forming
part of this Annual Report.

15. KEY MANAGERIAL PERSONNEL

There was no change in the Key Managerial Personnel
("KMP") of the Company during FY 2025-26. As on
March 31, 2026, the Company had 4 (Four) KMP in
accordance with the provisions of the Act, the details of
whom are set out below:

16. POLICY ON DIRECTOR''S APPOINTMENT
AND REMUNERATION FOR THE DIRECTORS,
KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES

The Nomination and Remuneration Policy ("NRC
Policy") has been formulated pursuant to the
provisions of Section 178 of the Act and Regulation
19 of the SEBI Listing Regulations. The Policy provides
a framework for appointment and evaluation of
remuneration of Directors, Key Managerial Personnel
and Senior Management Personnel, including criteria
for determining qualifications, positive attributes
and independence of Directors and other matters as
specified under Section 178 of the Act.

The NRC Policy is available on the website of the
Company athttps://www.pw.live/investor-relations/
nomination-remuneration-policv

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has, inter alia, received the following
declarations from all the Independent Directors
confirming that:

• they meet the criteria of independence as
provided under Section 149(6) of the Act read with
Regulation 16(1)(b) of the SEBI Listing Regulations
and are not disqualified from continuing as
Independent Director;

• they have complied with the Code for Independent
Directors prescribed under Schedule IV
to the Act; and

• they have registered themselves with the
Independent Director''s Databank maintained by
the Indian Institute of Corporate Affairs.

Based on the disclosures received, the Board is of
the opinion that all the Independent Directors fulfill
the conditions specified in the Act and SEBI Listing
Regulations and are independent of the management.

18. MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of the Act and
Regulation 25 of the SEBI Listing Regulations, all the
Independent Directors of the Company met once
during FY 2025-26 on March 02, 2026. The details of
the meeting, including the matters reviewed by the
Independent Directors, are provided in the Corporate
Governance Report, which forms an integral part of
this Annual Report.

19. COMMITTEES OF THE BOARD

As at March 31, 2026, the Board had the following
Committees constituted in accordance with the
applicable provisions of the Act and the SEBI
Listing Regulations:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Relationship Committee

d. Risk Management Committee

e. Corporate Social Responsibility Committee

During FY 2025-26, all the recommendations made by
the Committees, including the Audit Committee, were
duly considered and accepted by the Board.

The details relating to the composition, terms of
reference, number of meetings held and other requisite
details of the aforesaid Committees are provided in
the Corporate Governance Report forming part of
this Annual Report.

20. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Policy of
the Company has been formulated in accordance with
the provisions of Section 135 of the Act and sets out
the framework and approach for undertaking socially
impactful CSR initiatives aimed at creating a positive
impact on the communities and society at large. The
Policy provides the guiding principles and roadmap
for the Company''s CSR activities and is available on
the website of the Company athttps://www.pw.live/
investor-relations#statutory-policies

The Annual Report on CSR Activities for FY 2025-26,
as prescribed under Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, forms an integral part of this
Report and is annexed as Annexure B.

21. AUDITORS AND AUDITOR''S REPORT

a. Statutory Auditors

M/s. S.R. Batliboi & Associates LLP, Chartered
Accountants (Firm Registration No. 101049W/
E300004), were appointed as the Statutory Auditors
of the Company to fill the casual vacancy caused by
the resignation of the erstwhile Statutory Auditors
and were subsequently appointed by the members
at the Annual General Meeting held on December
31, 2023, to hold office until the conclusion of the
Annual General Meeting to be held in the year 2027.

The Auditors'' Report read together with the
Annexures thereto on the standalone and
consolidated financial statements of the Company
for the financial year ended March 31, 2026,
forms part of this Annual Report and does not
contain any qualification, reservation, adverse
remark or disclaimer.

b. Secretarial Auditor and Secretarial Audit
Report

M/s Naresh Verma & Associates, Company
Secretaries (Firm Registration. No.:
S2002DE050200 and Peer Review Certificate No.
3266/2023), were appointed as the Secretarial
Auditors of the Company to conduct the Secretarial
Audit for FY 2025-26 pursuant to the provisions of
Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The Secretarial Audit
Report for the financial year ended March 31,
2026, received from the Secretarial Auditors,
forms an integral part of this Report and is annexed
as Annexure C-1.

The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark
or disclaimer.

M/s Naresh Verma & Associates, Company
Secretaries, also acted as the Secretarial Auditors
of Xylem Learning Private Limited ("Xylem"), a
material unlisted subsidiary of the Company, for
the financial year ended March 31, 2026. The
Secretarial Audit Report of Xylem forms an integral
part of this Report and is annexed as Annexure C-2.

Pursuant to the amended provisions of Regulation
24A of the SEBI Listing Regulations and Section
204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee and

the Board have approved the appointment of M/s
Naresh Verma & Associates, Company Secretaries
(Peer Review Certificate No. 3266/2023), as the
Secretarial Auditors of the Company for a period
of 5 (five) consecutive years commencing from the
conclusion of 6^th AGM until the conclusion of 11^th
AGM of the Company, to conduct the secretarial
audit for the period April 1, 2026 to March 31,
2031, subject to the approval of the shareholders
of the Company at the ensuing AGM.

The requisite details relating to the proposed
appointment of Secretarial Auditors pursuant
to the provisions of the Act and the SEBI Listing
Regulations are set out in the Notice convening
the ensuing AGM.

c. Cost Records and Cost Auditor

The Company is required to maintain cost records
as specified by the Central Government under
Section 148(1) of the Act read with the Companies
(Cost Records and Audit) Rules, 2014 and has
accordingly maintained such cost records.

Pursuant to the provisions of Section 148 of the Act,
M/s. Bahadur Murao & Co., Cost Accountants (Firm
Registration No. 08), were appointed as the Cost
Auditors of the Company to conduct the audit of the
cost records of the Company for FY 2025-26. The
Cost Audit Report for FY 2025-26, received from the
Cost Auditors, does not contain any qualification,
reservation, adverse remark or disclaimer.

Based on the recommendation of the Audit
Committee, the Board has appointed M/s. Bahadur
Murao & Co., Cost Accountants (Firm Registration
No. 08), as the Cost Auditors of the Company for FY
2026-27. The Company has received a certificate
from the Cost Auditors confirming that they are
eligible for appointment and are not disqualified
from being appointed as the Cost Auditors of
the Company. In accordance with Section 148
of the Act, the remuneration payable to the Cost
Auditors is subject to ratification by the Members.
Accordingly, a resolution seeking ratification
of such remuneration forms part of the Notice
convening the ensuing AGM.

d. Internal Auditor

M/s. Grant Thornton Bharat LLP (formerly Grant
Thornton India LLP), Chartered Accountants, were
appointed as the Internal Auditors of the Company
for FY 2025-26 pursuant to the provisions of
Section 138 of the Act read with the Companies

(Accounts) Rules, 2014. The Internal Auditors
conducted internal audits in accordance with
the approved internal audit plan and submitted
their reports periodically to the Audit Committee,
which reviewed the audit findings and monitored
the implementation of the corrective actions,
wherever necessary.

Based on the recommendation of the Audit
Committee, the Board has re-appointed M/s. Grant
Thornton Bharat LLP (formerly Grant Thornton
India LLP), Chartered Accountants, as the Internal
Auditors of the Company for FY 2026-27.

REPORTING OF FRAUDS BY AUDITORS

During FY 2025-26, the Statutory Auditors, Cost
Auditors and Secretarial Auditors have not reported
any instance of fraud committed in the Company by its
officers or employees under Section 143(12) of the Act.

22. BOARD EVALUATION

The Board has adopted a formal mechanism
for evaluating the performance of the Board, its
Committees and Individual Directors, including the
Chairperson of the Board. The Policy and criteria for
Board evaluation are approved by the NRC and the
annual performance evaluation for FY 2025-26 was
carried out in accordance therewith.

Pursuant to Schedule IV of the Act read with Regulation
25 of the SEBI Listing Regulations, the Independent
Directors also held a separate meeting to evaluate the
performance of the Non-Independent Directors, the
Board as a whole and the Chairperson.

The detailed process and framework adopted for
the annual performance evaluation of the Board, its
Committees, the Chairperson and Individual Directors
are set out in the Corporate Governance Report forming
part of this Annual Report.

23. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During FY 2025-26, the Company has not made any
application under the Insolvency and Bankruptcy
Code, 2016 ("IBC Code"). Further, there is no Corporate
Insolvency Resolution Process initiated against the
Company under the IBC Code.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism
and adopted a Whistle-Blower Policy pursuant to
the provisions of Section 177 of the Act read with the
rules made thereunder and Regulation 22 of the SEBI
Listing Regulations. The Vigil Mechanism provides
adequate safeguards against victimisation of directors

and employees who avail of the mechanism and
enables direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases. The
detailed framework of the Vigil Mechanism is set out
in the Corporate Governance Report forming part of
this Annual Report.

The Whistle-Blower Policy is available on the website of
the Company athttps://www.pw.live/investor-relations/
whistle-blower-policy

25. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE & INTERNAL COMPLAINTS
COMMITTEE

The Company is committed to providing a safe, secure
and inclusive work environment and has zero tolerance
for sexual harassment at the workplace. In accordance
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"), the Company has adopted
a Policy on Prevention of Sexual Harassment at
Workplace and has constituted Internal Committee(s) to
address and redress complaints of sexual harassment.
The Company also conducts regular awareness and
sensitisation programmes to promote a respectful and
harassment-free workplace.

The details of complaints received and disposed
of under the POSH Act during FY 2025-26 are
set out below:

26. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

During FY 2025-26, the Company completed its IPO
and its equity shares were listed on NSE and BSE
with effect from November 18, 2025. Accordingly,
the Business Responsibility and Sustainability Report
will be applicable to the Company from FY 2026-27
in accordance with the SEBI Listing Regulations and
the applicable SEBI circulars. The Company is in the
process of establishing the necessary systems and
processes to ensure timely and effective compliance
with the applicable reporting requirements.

27. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a Policy on Materiality
of and Dealing with Related Party Transactions in
accordance with the provisions of Sections 177 and 188
of the Act read with Regulation 23 of the SEBI Listing
Regulations. The Policy is available on the website of
the Company athttps://www.pw.live/investor-relations/
materialitv-policv

All related party transactions, including contracts or
arrangements with related parties, entered during
FY 2025-26 were in the ordinary course of business,
on an arm''s length basis and in compliance with the
applicable provisions of the Act and the SEBI Listing
Regulations. Further, the Company has not entered
into any material related party transactions requiring
approval of the shareholders under the Act or the SEBI
Listing Regulations. In view of the foregoing, disclosure
in Form AOC-2 pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is not applicable.

All such related party transactions, including contracts
or arrangements with related parties, were approved
by the Audit Committee and the Board, wherever
applicable, in accordance with the applicable
provisions of the Act, the SEBI Listing Regulations and
the Company''s Policy on Materiality of and Dealing
with Related Party Transactions.

The details of related party transactions, in terms of Ind
AS 24, are disclosed in Note No. 32 to the Standalone
Financial Statements forming part of this Annual Report.

28. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act are
disclosed in Note No. 6 to the Standalone Financial
Statements forming part of this Annual Report.

29. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial
controls with reference to the Financial Statements
commensurate with the size, scale and complexity of
its operations. The internal financial control framework
is designed to ensure the orderly and efficient conduct
of business, safeguard the Company''s assets, ensure
the accuracy and completeness of accounting
records, and facilitate the timely preparation of reliable
financial information in compliance with the applicable
accounting standards.

Further details on the Company''s internal financial
controls and risk management framework are provided
in the Management Discussion and Analysis Report
forming part of this Annual Report.

30. RISK MANAGEMENT AND RISK
MANAGEMENT POLICY

The Company has in place a Risk Management
Policy and framework for identification, assessment,
mitigation, monitoring and reporting of risks in
accordance with the applicable provisions of the Act
and the SEBI Listing Regulations. The Risk Management
Policy is available on the website of the Company at
https://www.pw.live/version14/assets/pdfs/Risk%20
Management%20Policy.pdf

Pursuant to the SEBI Listing Regulations, the Company
has constituted a Risk Management Committee of the
Board to oversee the implementation and effectiveness
of the risk management framework. The composition,
terms of reference and meetings of the Risk
Management Committee are provided in the Corporate
Governance Report forming part of this Annual Report.

The Company continually strengthens its risk
management framework to ensure that risk
management remains an integral part of its business
processes and decision-making. The Risk Management
Policy identifies strategic, operational, financial,
regulatory, technology, information and cyber security,
sustainability and other business risks that may impact
the Company''s business objectives. In the opinion of
the Board, no element of risk has been identified which
may threaten the existence of the Company.

The Company''s risk management framework and
practices are further elaborated in the Management
Discussion and Analysis Report forming part of
this Annual Report.

31. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The statement of Disclosure of Remuneration under
Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms an integral
part of this Report and is annexed as Annexure D.

In terms of Section 136 of the Act, the Annual Report
and financial statements of the Company are being
sent to the Members and other persons entitled thereto,
excluding the information relating to employees''
particulars and remuneration required under Section
197 of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The said
information is available for inspection by the Members
at the Registered Office of the Company during working
hours on working days up to the date of the ensuing
AGM. Any Member interested in obtaining a copy of
the aforesaid information may write to the Company
Secretary and Compliance Officer of the Company at
[email protected].

32. EMPLOYEE STOCK OPTION PLAN

The Company has two Employees'' Stock Option
Plans, namely, the Physicswallah Limited Employees''
Stock Option Plan 2022 ("ESOP Plan 2022"), which
was approved by the Members on August 30, 2022,
and subsequently amended from time to time, and
the Physicswallah Limited Employees'' Stock Option
Plan 2025 ("ESOP Plan 2025"), which was approved
by the Members on January 18, 2026 (collectively
referred to as the "ESOP Plans"). The ESOP Plans have
been instituted to attract, retain and reward talented
employees, align their interests with the long-term
growth and performance of the Company and provide
them with an opportunity to participate in the value
creation of the Company.

Post listing of the equity shares of the Company,
the Members, through Postal Ballot on January 18,
2026, ratified and confirmed the ESOP Plan 2022
in accordance with the requirements of Regulation
12(1) of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB & SE Regulations")
and approved the ESOP Plan 2025. During the year
under review, the Company also obtained the requisite
in-principle approvals from the NSE and BSE for the
listing of equity shares arising out of the exercise of
stock options under the ESOP Plans.

The ESOP Plans are in compliance with the SEBI SBEB
& SE Regulations and there was no material change
therein during FY 2025-26. The Secretarial Auditors of
the Company has issued a certificate confirming that
the ESOP Plans have been implemented in accordance
with the SEBI SBEB & SE Regulations and the resolutions
passed by the Members from time to time. The said
certificate will be made available for inspection by the
Members in electronic mode during the ensuing AGM.
Any Member interested in obtaining a copy of the
certificate may send an email to the Company Secretary
and Compliance Officer at c[email protected].

The disclosures required under Regulation 14 of the
SEBI SBEB & SE Regulations and the ESOP Plans are
available on the website of the Company athttps://
www.pw.live/investor-relations.

33. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for
FY 2025-26, as stipulated under Regulation 34 of the
SEBI Listing Regulations, is presented as a separate
section forming an integral part of this report.

34. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS OF THE COMPANY

During FY 2025-26, no significant and material orders
were passed by the regulators, courts or tribunals
impacting the going concern status and the Company''s
operations in future.

35. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information relating to conservation of energy,
technology absorption and foreign exchange earnings
and outgo, as required under Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, forms an integral part of this Report and is
annexed as Annexure E.

36. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has complied with the applicable
provisions of Secretarial Standard-1 and Secretarial
Standard-2 issued by the Institute of Company
Secretaries of India and notified by the Ministry of
Corporate Affairs, pursuant to the provisions of Section
118(10) of the Act.

37. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

During FY 2025-26, the Company has complied with
the provisions of the Maternity Benefit Act, 1961, as
amended from time to time, and extends maternity
benefits to eligible women employees in accordance
with the requirements of the said Act.

38. STATUTORY DISCLOSURES OR REPORTING

In terms of the applicable provisions of the Act and SEBI
Listing Regulations, the Company provides following
additional disclosures as on March 31, 2026:

• There has been no change in the nature of
business of the Company.

• No sweat equity shares have been issued.

• No buyback of shares have been undertaken

• The Whole-time Directors of the Company are not
receiving any remuneration or commission from
any of Company''s subsidiaries.

• The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the
benefit of employees.

• The equity shares of the Company have not been
suspended from trading by the SEBI and/ or
Stock Exchanges

• No one-time settlement was undertaken with any
bank or financial institution during the year.

• No amount or shares were required to be
transferred to the Investor Education and
Protection Fund.

39. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act,

the Board of the Company confirm that:

a) the applicable Accounting Standards have
been followed in the preparation of the Annual
Accounts for the Financial Year ended March 31,
2026, along with proper explanations relating to
material departures, if any;

b) such accounting policies have been selected and
applied consistently and judgments and estimates
have been made that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of the Company as at March 31, 2026, and
of the loss of the Company for the Financial Year
ended March 31, 2026;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) the Annual Accounts have been prepared on a
going concern basis;

e) proper internal financial controls have been laid
down and such internal financial controls are
adequate and operating effectively; and

f) proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.

40. ALTERATION OF ARTICLES OF ASSOCIATION

During the FY 2025-26, pursuant to the listing of the
equity shares of the Company on the Stock Exchanges
on November 18, 2025, the Company altered its Articles
of Association ("AOA") by deleting Part B thereof, which
contained provisions relating to the Shareholders''
Agreements that ceased to be applicable upon listing.
The alteration was approved by the shareholders by
way of a special resolution passed through postal ballot.

Subsequent to the closure of the FY 2025-26, the Board,
at its meeting held on August 14, 2026, approved
the adoption of a new set of AoA of the Company, in
substitution of the existing AoA, subject to the approval
of the shareholders and statutory authorities.

41. CAUTIONARY STATEMENT

Statements in this Report and the Management
Discussion & Analysis Report describing the Company''s
objectives, expectations or forecasts may be forward¬
looking within the meaning of applicable laws and
regulations. Actual results may differ from those
expressed in the statements.

42. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for
the continued support and cooperation extended by
various Central and State Government Departments,
organisations and agencies. The Board gratefully
acknowledges the valuable support of all stakeholders,
including shareholders, learners, dealers, vendors,
bankers and other business partners. The Board also
places on record its appreciation for the dedication,
commitment and valuable contribution of all
employees towards the Company''s continued growth
and progress during the year under review.

For and on behalf of the Board
For Physicswallah Limited

Deepak Amitabh Alakh Pandey

Chairperson & Non-Executive Independent Director Whole-time Director & Chief Executive Officer

DIN: 01061535 DIN: 08755719

Date: August 14, 2026
Place: Noida