Physicswallah board approves Utkarsh Classes buy to take stake to 87.75%
- Mergers & acquisitions
- Education
Reviewed byRachit TripathiBlacklitt Research
Physicswallah (NSE: PWL) has approved the purchase of a further 12.25% stake in Utkarsh Classes & Edutech Private Limited for ₹2.56 lakh, which would take its holding to 87.75%, it said in a filing on 04 Nov 2026. The board also approved a third amendment to the share acquisition agreement that drops Tranche V.
Key highlights
- Tranche IV stake: 12.25% of fully diluted equity share capital
- Consideration: ₹2,55,990, paid in cash
- Shareholding in Utkarsh Classes: 75.50% to 87.75%
- Completion targeted within three months
- Tranche V dropped under the third amendment, approved 04 Nov 2026
The Tranche IV deal in numbers
| Item | Detail |
|---|---|
| Target | Utkarsh Classes & Edutech Private Limited |
| Shares acquired | 25,599 equity shares of ₹10 face value each |
| Stake acquired | 12.25% of fully diluted equity share capital |
| Consideration | ₹2,55,990, in cash |
| Shareholding after the deal | 87.75%, up from 75.50% |
| Seller | Existing shareholders of Utkarsh Classes |
| Target turnover, FY 2025-26 | ₹169.66 crore |
| Expected completion | Within three months |
The third amendment replaces the Tranche IV valuation
The third amendment agreement to the Share Acquisition Terms Agreement (SATA) replaces the PAT-linked valuation mechanism for Tranche IV with a mutually agreed fixed purchase consideration. PAT stands for profit after tax, the measure the existing Tranche IV valuation is linked to.
The same amendment dispenses with the acquisition under Tranche V and deletes the related provisions and valuation mechanism from the SATA. The original SATA, entered into on 18 Feb 2023, provided for up to 100% of Utkarsh Classes in five tranches, to be completed by FY 2027-28.
The stake moves from 75.50% to 87.75%
Physicswallah Limited says it has completed the first three tranches and holds 75.50% of Utkarsh Classes before this transaction. The Tranche IV purchase of 25,599 shares, representing 12.25% of the fully diluted capital, takes the holding to 87.75%.
The company intends to complete the Tranche IV acquisition in three months, and the consideration is cash.
What the Utkarsh Classes stake means for Physicswallah's shareholders
The company's holding in Utkarsh Classes rises from 75.50% to 87.75%, for an aggregate consideration of ₹2,55,990. The fixed price replaces the profit-linked valuation for Tranche IV, and Tranche V is dropped.
Not stated: the fixed purchase consideration agreed under the amendment, the reason for changing the valuation and dropping Tranche V, and any effect on the company's revenue or profit. The next dated step is completion of the Tranche IV purchase, targeted within three months.
Filed with BSE on . Reference: Original filing (PDF)
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