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Physicswallah Limited Raises Stake in Utkarsh Classes to 87.75% via INR 2.56 Lakh Equity Acquisition

Board approves amendment to acquisition agreement, replacing PAT-linked valuation with fixed purchase price, dispensing final tranche

Physicswallah Limited has approved the acquisition of 12.25% equity in its subsidiary Utkarsh Classes & Edutech Private Limited for INR 2,55,990, raising its ownership from 75.50% to 87.75%. The acquisition, replacing prior valuation terms with a fixed consideration, is scheduled for completion within three months, expanding Physicswallah's presence in the education sector.

22 hours ago|PWL+3.76%
Physicswallah LimitedPWLAcquisition / Amalgamation / Merger / Demerger

Physicswallah Limited

Acquisition / Amalgamation / Merger / Demerger

Physicswallah Limited has approved the acquisition of 25,599 equity shares in its subsidiary Utkarsh Classes & Edutech Private Limited for INR 2,55,990, increasing its shareholding from 75.50% to 87.75%. This transaction amends the prior valuation mechanism and eliminates a final acquisition tranche, with completion expected within three months.

The acquisition involves 12.25% of Utkarsh Classes' fully diluted equity share capital through a fixed purchase consideration, replacing the previous PAT-linked valuation structure under the Share Acquisition Terms Agreement (SATA).

This transaction excludes the planned fifth tranche acquisition, effectively consolidating the company’s stake in Utkarsh Classes to 87.75%.

Utkarsh Classes operates in the education sector with a turnover of INR 169.66 crore for FY 2025-26, offering educational institutions, content, and materials primarily within India.

The Board of Directors approved these amendments and the acquisition during its meeting on November 4, 2026.

Highlights

  • Acquisition of 25,599 shares representing 12.25% equity in Utkarsh Classes.
  • Purchase consideration fixed at INR 2,55,990 cash.
  • Post-acquisition shareholding increased from 75.50% to 87.75%.
  • Amendment replaces PAT-linked valuation with fixed price, removing planned tranche five.
  • Utkarsh Classes turnover: INR 169.66 crore in FY 2025-26.
  • Completion targeted within three months after board approval.

Key Data Snapshot

Date of Board ApprovalNovember 04, 2026
Target CompanyUtkarsh Classes & Edutech Private Limited
Consideration AmountINR 2,55,990
Shares Acquired25,599 equity shares
Equity Stake Acquired12.25%
Post Acquisition Stake87.75%
Paid-up Share Capital of Utkarsh ClassesINR 20,89,750
Turnover of Utkarsh Classes FY 2025-26INR 169.66 Crores
Acquisition Completion TimelineWithin three months

What happened

  • Physicswallah Limited's Board approved the acquisition of additional equity in Utkarsh Classes & Edutech Private Limited.
  • The acquisition increases Physicswallah's ownership from 75.50% to 87.75%.
  • The acquisition involves 25,599 equity shares for INR 2,55,990 cash.
  • An amendment to the original acquisition agreement replaces the profit-after-tax linked valuation with a fixed purchase price and removes the final tranche of acquisition.

Key details

  • Utkarsh Classes is an education company with operations in India and a turnover of INR 169.66 crore for FY 2025-26.
  • The shares acquired represent 12.25% of Utkarsh Classes' fully diluted share capital.
  • The acquisition is funded through cash payment.
  • No regulatory approvals are required for this acquisition.
  • The transaction is not a related party transaction and promoters have no interest in Utkarsh Classes.

Background and context

  • Utkarsh Classes & Edutech Private Limited was incorporated on November 16, 2018.
  • It operates educational institutions including schools, colleges, coaching centres, and also sells educational content and materials online.
  • The acquisition aligns with Physicswallah Limited's core education business with no change in business line.

Next milestones

  • The Company intends to complete the acquisition within three months after the board approval on November 4, 2026.
  • The amendment agreement was executed simultaneously with board approval.

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Physicswallah Limited Raises Stake in Utkarsh Classes to | Stockk News