Physicswallah Limited Raises Utkarsh Classes Stake to 87.75%

Physicswallah Limited has approved the purchase of a further 12.25% stake in Utkarsh Classes & Edutech Private Limited for ₹2,55,990, taking its holding to 87.75%. The November 4, 2026 decision advances the company’s February 2023 plan to acquire up to 100% of Utkarsh Classes by FY28.

What did Physicswallah Limited approve for Utkarsh Classes?

Physicswallah Limited approved the acquisition of 25,599 equity shares of Utkarsh Classes & Edutech Private Limited from existing shareholders. The shares represent a 12.25% stake, and the aggregate cash consideration is ₹2,55,990. Following completion, Physicswallah’s shareholding will increase from 75.50% to 87.75%.

The board approved the transaction at its meeting held on November 4, 2026. The company said it expects to complete the share transfer within three months. The transaction is structured as a cash purchase and has been classified as not being a related-party transaction because Physicswallah’s promoter group has no interest in Utkarsh Classes.

How does the deal change the 2023 acquisition agreement?

The transaction is part of the Share Acquisition Terms Agreement, or SATA, signed in February 2023. That agreement set out a phased route for Physicswallah to acquire up to 100% of Utkarsh Classes’ equity capital by FY28. The latest tranche moves the company materially closer to that stated ownership objective.

Alongside the acquisition approval, the board approved the third amendment to the SATA. The amendment replaces the previously linked performance-linked profit after tax valuation mechanism for Tranche IV with a mutually agreed fixed purchase consideration. It also dispenses with the acquisition planned under Tranche V, simplifying the remaining acquisition structure.

The latest action follows earlier investments under the same agreement. In December 2025, Physicswallah completed the third tranche of its investment in Utkarsh Classes, raising its holding from 63.25% to 75.50% through a cash infusion of ₹26.50 crore. The company had then stated that it expected to acquire the remaining stake by March 2028.

What are the key numbers in the Utkarsh Classes transaction?

Physicswallah’s latest purchase will raise its ownership in Utkarsh Classes by 12.25 percentage points to 87.75%. The announced consideration of ₹2,55,990 covers 25,599 equity shares and is to be paid in cash. The company has provided a three-month timeline for completing the transfer.

The consideration in the latest filing is substantially lower than the ₹26.50 crore reported for the previous 12.25% tranche completed in December 2025. The company’s announcement attributes the current structure to the amended SATA, under which the performance-linked valuation mechanism for Tranche IV has been replaced by a mutually agreed fixed purchase consideration.

Why is Utkarsh Classes important to Physicswallah Limited?

Utkarsh Classes is a Jodhpur-based hybrid online and offline coaching provider focused on government and competitive examinations. It operates educational institutions in India and abroad, including schools, colleges and coaching centres, and also provides educational content, books and course materials through online channels.

Its operating scale is relevant to Physicswallah’s wider education business. Utkarsh Classes reported turnover of ₹169.66 crore in FY26, compared with ₹168.96 crore in FY25. Physicswallah’s phased acquisition strategy gives it increasing control over a business with both physical coaching centres and digital learning operations.

The company has used similar staged transactions for other subsidiaries. Physicswallah recently increased its stake in Xylem Learning to 77.27% from 64.98% after an additional ₹122.90 crore investment. Under the shareholder agreement for that business, Physicswallah has stated an aim to acquire full ownership by FY30.

What does the higher stake mean for investors and operations?

The increase to 87.75% gives Physicswallah a larger economic interest in Utkarsh Classes ahead of the stated FY28 full-ownership goal. The transaction also reduces the portion held by outside shareholders, while the revised SATA removes the earlier performance-linked valuation mechanism for the next tranche and eliminates Tranche V.

For Utkarsh Classes, the filing does not disclose any change in its day-to-day operations, centres, courses or customer offerings. The disclosed impact is on ownership and the contractual framework for the remaining acquisition. Physicswallah has also not disclosed a separate funding commitment or operational integration plan alongside this tranche.

The deal is relevant to investors because it provides a clearer structure for the remaining stake purchase in a subsidiary that reported FY26 turnover of ₹169.66 crore. However, the announcement does not provide financial forecasts, earnings guidance or a final consideration for all shares that remain outside Physicswallah’s ownership.

Conclusion

Physicswallah Limited’s approved purchase of a 12.25% stake for ₹2,55,990 will take its holding in Utkarsh Classes to 87.75%, extending a phased acquisition that began under the February 2023 SATA. The revised agreement replaces a performance-linked valuation approach for Tranche IV with a fixed consideration and removes Tranche V, changing the route to greater ownership.

The immediate item to watch is completion of the share transfer within the stated three-month period. Beyond that, Physicswallah has disclosed a target to acquire up to 100% of Utkarsh Classes by FY28, while the filing leaves the consideration and terms for the remaining stake to future disclosures.