National, November 06, 2025: Physicswallah Limited(“COMPANY”), shall open its Bid/Offer in relation to its initial public offer of Equity Shares (“Issue”) on Tuesday, 11thNovember 2025. The Anchor Investor Bidding Date is one working day prior to bid/offer opening date, being Monday, 10th November 2025. The Bid/ Offer Closing Date is Thursday, 13th November 2025.
The total offer size comprises of a fresh issue of equity shares of face value of ₹1 each aggregating up to ₹ 3480 Crores. The IPO includes a fresh issue of equity shares of face value ₹1 each aggregating up to ₹3100 Crores and an offer for sale of equity shares of face value ₹1 each aggregating up to ₹380 Crores.
Price Band of the issue is fixed at Rs. 103/- to Rs 109/- per equity share. (“The Price Band”).
The offer includes a discount of Rs. 10/- per Equity Share is being offered to Eligible Employees bidding in the Employee Reservation Portion.
Bids can be made for a minimum of 137 Equity Shares and in multiples of 137 Equity Shares thereafter. (“Bid Lot”).
The company proposes to utilize the net proceeds from the issue towards multiple strategic objectives. Around ₹460.551 Crores is earmarked for capital expenditure on fit-outs of new offline and hybrid centers, while ₹548.308 Crores will go towards lease payments for existing identified centersoperated by the company. An investment of ₹47.168 Crores is planned in its subsidiary, Xylem Learning Private Limited, including ₹31.648 Crores for setting up new offline centers(“New Xylem Centers”) and ₹15.520 Crores for lease payments of existing Xylem centers and hostels. A further ₹28.002 Crores will be invested in Utkarsh Classes & EdutechPrivate Limited to meet lease payment obligations for its existing offline centers. Additionally, ₹200.106 Crores is allocated towards server and cloud-related infrastructure, and ₹710 Crores towards marketing initiatives. The company also plans to spend ₹26.5 Crores to acquire an additional shareholding in its subsidiary, Utkarsh Classes & EdutechPrivate Limited. The remaining proceeds will be utilized for funding inorganic growth through unidentified acquisitions and for general corporate purposes.
The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process (as defined hereinafter) in accordance with Regulation 6(2) of the SEBI ICDR Regulations wherein in terms of Regulation 32(2) of the SEBI ICDR Regulations, not less than 75% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”) provided that our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which at least one-third shall be available for allocation to domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (excluding the Anchor Investor Portion) (“Net QIB Portion”).
Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors) including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders out of which (a) one-third of such portion shall be reserved for applicants with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹1,000,000 provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders and not more than 10% of the Net Offer shall be available for allocation to RIIs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price.
Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids being received from them at or above the Offer Price (net of Employee Discount, if any, as applicable). All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts (including UPI ID for UPI Bidders) (as defined hereinafter) in which the Bid Amount will be blocked by the SCSBs or the Sponsor Bank(s), as applicable, to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion of the Offer through the ASBA process
Kotak Mahindra Capital Company Limited, J.P. Morgan India Private Limited, Goldman Sachs (India) Securities Private Limited and Axis Capital Limited are the bankers to the issue.
Disclaimer:
This announcement is not an offer of securities for sale in the United States or elsewhere. This announcement has been prepared for publication in India only and is not for publication or distribution, directly or indirectly, in or into the United States. The Equity Shares described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”) or any state securities laws in the United States, and unless so registered, may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Company has not registered and does not intend to register under the U.S. Investment Company Act of 1940 (“Investment Company Act”). Accordingly, the Equity Shares are being offered and sold (i) to persons in the United States or to, or for the account or benefit of, U.S. persons, in each case that are both “qualified institutional buyers” as defined in Rule 144A under the Securities Act and “qualified purchasers” as defined under the Investment Company Act in transactions exempt from or not subject to the registration requirements of the Securities Act and in reliance on Section 3(c)(7) of the Investment Company Act and (ii) outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. There will be no public offering in the United States.