Physicswallah Ltd IPO

The company has incurred restated loss for the period/year of Rs. 1,270.09 million, Rs. 718.12 million, Rs.2,432.58 million, Rs.11,311.30 million and Rs.840.75 million for the three months ended June 30, 2025 and June 30, 2024, and Fiscals 2025, 2024 and 2023, respectively, and have had negative net worth as at March 31, 2024 and negative EBITDA in Fiscal 2024 and the three months ended June 30, 2025. If the company is unable to generate adequate revenue growth and manage its expenses and cash flows as the company grow, its may continue to incur losses in the future, which may negatively affect its financial condition.

Its success depends on the company ability to attract and retain students. Any failures to do so could adversely impact its business, reputation, financial conditions and cash flows.

The company success depends on its ability to attract and retain faculty members. Any failures to do so could adversely impact its business, operations, financial condition and cash flow.

The company business depends substantially on the continued leadership of its founders (also the company Promoters), Alakh Pandey and Prateek Boob, members of its management and the company employees. Any discontinuation of their services with it could adversely impact its business.

Its success depends on the company ability to provide updated and relevant content across Education Categories. Any failures to do so could have an adverse impact on student outcomes, student enrolments, business, financial condition and cash flows.

26.64%, 15.63%, 12.33% and 17.61% of its Number of Unique Transacting Users (Online Channel) are enrolled for courses across NEET, JEE, Other government examinations and Foundation Education Categories for the three months ended June 30, 2025. Its failures to offer these Education Categories or increase enrolments across its other Education Categories could have an adverse impact on the company operations and cash flows.

The company derives a significant portion of its offline revenue from the offline centers located in the Indian cities of Delhi NCR, Patna in Bihar, Kota in Rajasthan, Calicut in Kerala, Lucknow in Uttar Pradesh and Kolkata in West Bengal. Any failure to expand our network of offline centers could expose it to concentration risks which could impact its business and operations.

The company has entered, and will continue to enter into, related party transactions that may potentially involve conflicts of interest.

The company is yet to identify the exact locations for the setting up its new offline centers and have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer and the costs to be incurred in relation to such Objects are based on the quotations received from the vendors or estimates of the management.

Certain of its Subsidiaries, Xylem, Knowledge Planet and Utkarsh Classes have incurred losses in Fiscals 2025 and 2024 and the three months ended June 30, 2025 and June 30, 2024 and had negative net worth, other equity and earnings per share in the past, and portion of the Net Proceeds will be invested in the acquisition of additional shareholding in Utkarsh Classes. If they continue to incur losses, its may be required to continue providing financial support to them which may adversely affect the company consolidated cash flows, results of operations and financial condition.