PhysicsWallah Allots 2,89,08,108 Equity Shares Under ESOP Plan 2022, Paid

PhysicsWallah Limited has allotted 2,89,08,108 (Two Crore Eighty-Nine Lakh Eight Thousand One Hundred Eight) fully paid-up equity shares of face value INR 1 each under its Employees' Stock Option Plan, 2022 (ESOP Plan 2022). The allotment was approved by the Board of Directors through a circular resolution dated May 12, 2026, pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The equity shares so allotted rank pari-passu with the existing equity shares of the company in all respects.

ESOP Allotment Details

The allotment follows the exercise of vested stock options by eligible employees under ESOP Plan 2022. The plan is compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The total equity shares allotted include requisite adjustments on account of corporate actions as provided under the ESOP Plan 2022, including the bonus issue of 35 equity shares for every 1 equity share approved by the Board on March 4, 2025, and by the shareholders on March 5, 2025.

The key parameters of the allotment are summarised below:

Parameter: Details Total Equity Shares Allotted: 2,89,08,108 shares of face value INR 1 each Options Exercised: 80,30,030 Exercise Price per Option: INR 1 Money Realised by Exercise: INR 80,30,030/- Diluted EPS (Q3FY26 earnings): Rs. 0.34/- ESOP Plan: PhysicsWallah Limited Employees' Stock Option Plan, 2022 Allotment Date: May 12, 2026

Impact on Paid-Up Share Capital

Consequent to this allotment, the paid-up share capital of PhysicsWallah Limited has been revised upward. The table below captures the change:

Metric: Amount Paid-Up Capital (Pre-Allotment): Rs. 2,85,96,92,500/- Paid-Up Capital (Post-Allotment): Rs. 2,88,86,00,608/-

Key Terms of ESOP Plan 2022

The ESOP Plan 2022 governs the manner in which options are managed across various employee scenarios and corporate events. The significant terms include:

The plan provides for treatment of options in cases of death, permanent incapacity, resignation, termination, retirement, and abandonment.

In the event of corporate actions such as rights issues, bonus issues, splits, consolidations, mergers, amalgamations, or sale of divisions, requisite adjustments to the number of options are made in a fair and reasonable manner in accordance with the plan.

Pursuant to the bonus issue of 35 equity shares for every 1 equity share approved by the Board on March 4, 2025, and by shareholders on March 5, 2025, appropriate adjustments were made to the options exercised under ESOP Plan 2022.

Vested options may be exercised at any time from the respective date(s) of vesting, as per the terms of grant.

Equity shares arising on conversion of options rank pari-passu with all existing equity shares from the date of allotment.

Regulatory Compliance

The disclosure has been made under Regulation 30 of the SEBI Listing Regulations, read with the SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The diluted earnings per share of Rs. 0.34/- has been calculated using the earnings reported by the company for Q3FY26. The disclosure is also hosted on the company's investor relations website at https://www.pw.live/investor-relations . The intimation was signed by Ajinkya Jain, Group General Counsel, Company Secretary & Compliance Officer (Membership No.: A33261).

PhysicsWallah has partnered with Vi (Vodafone Idea) to provide integrated digital learning support for students through a first-of-its-kind prepaid offering that combines premium EdTech access with unlimited connectivity. Initially launched for students in Rajasthan and UP East, the partnership makes PhysicsWallah's educational OTT platform, Pi, available as a bundled benefit with select Vi prepaid recharge plans under Vi Edu+. The offering is available to both existing and new Vi customers and is designed to streamline the learning experience for students preparing for Board Examinations and competitive examinations such as JEE, NEET, and UPSC.

Partnership Structure and Pricing

The Vi Edu+ prepaid packs are priced differently across the two launch circles, with plans for phased expansion to additional circles. The key details of the offering are outlined below:

Parameter: Details Rajasthan Pack Price: ₹375 UP East Circle Pack Price: ₹409 Validity: 28 Days Data: Unlimited 4G/5G data Voice: Unlimited voice calls SMS: 100 SMS per day EdTech Access: PW Pi Pro for 28 Days

Customers who purchase Vi Edu+ plans can get instant access to the Pi platform via the PhysicsWallah app and website. The subscription validity of 28 days matches the prepaid cycle, ensuring uninterrupted learning without additional monthly fees. This integration turns a mobile device into a complete study tool, making quality education accessible regardless of proximity to coaching centres.

Platform Content and Features

PW Pi Pro offers a comprehensive and distraction-free learning experience. The platform's key features include:

Unlimited live and recorded lectures

AI-powered doubt solving

Quizzes and performance tracking tools

Practice tests and curated study material across multiple subjects and exam categories

Over 30,000 video lectures by experienced faculties

One-shot revision series and handwritten notes

Offline download flexibility

The content library spans from kindergarten to Class 12, along with preparation for JEE, NEET, UPSC, Defence, CUET, CSIR NET, GATE, and Olympiads. It also offers upskilling courses in Tech, Finance, Gen AI, Design, and Marketing.

Voices from the Partnership

Prateek Maheshwari, Co-Founder of PhysicsWallah, commented: "Our focus has always been on making quality education accessible and effective for students. Through this partnership with Vi, we are bringing the Pi platform's comprehensive resources directly to learners. By providing access to structured content, from practice tests to expert lectures, within a single mobile recharge, we aim to simplify the digital learning experience and help students stay focused on their academic goals."

Avneesh Khosla, Chief Marketing Officer, Vi, said: "At Vi, we are constantly innovating to deliver meaningful value beyond connectivity. With Vi Edu+, we are taking a significant step towards integrating education into our core offerings, enabling access to quality learning for millions of students. Our partnership with PhysicsWallah allows us to bring credible and structured educational content to a wider audience, especially those who aspire to learn and grow but are constrained by affordability or access. This initiative reflects our commitment to driving digital inclusion through purposeful innovation."

About the Companies

PhysicsWallah Limited (PW) is an education platform founded in 2020 by Alakh Pandey and Prateek Maheshwari, headquartered in Noida, Uttar Pradesh. Initially launched as a YouTube channel in 2014, PW now offers education through its native app, tech-enabled offline and hybrid centres, and YouTube channels. PW's offerings span various educational segments, including test preparation, a skilling vertical, coaching for higher education, and facilitating education abroad, with programs available in multiple vernacular languages. PhysicsWallah Limited was listed on the National Stock Exchange of India Limited (NSE) and BSE Limited on November 18, 2025.

Vodafone Idea Limited is an Aditya Birla Group and Vodafone Group partnership and is amongst India's leading telecom service providers. The company provides pan India Voice and Data services across 2G and 4G technology, holds a large spectrum portfolio including mid band 5G spectrum in 17 circles and mmWave spectrum in 16 circles, and is in the process of launching 5G in 17 circles.

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