PhysicsWallah Files Draft Papers with SEBI for ₹38,200 Million IPO

Source: SEBI

PhysicsWallah Limited has filed its Updated Draft Red Herring Prospectus (UDRHP-1) with SEBI for an IPO of up to ₹38,200 million, comprising a fresh issue of ₹31,000 million and an Offer for Sale (OFS) of ₹7,200 million by promoters Alakh Pandey and Prateek Boob. With 119.27 million followers across 888 social media channels, 64.50 million app downloads, and an offline presence in 109 cities, the company has emerged as one of India’s fastest-scaling edtech players.

Key Points of the IPO

• Total Issue Size: ₹38,200 million
• Fresh Issue: ₹31,000 million (for expansion, infrastructure, and corporate needs)
• Offer for Sale (OFS): ₹7,200 million (₹3,600 million each by Alakh Pandey & Prateek Boob)
• Channels: Online, Offline & Hybrid delivery model
• User Reach: 119.27 million social media followers, 64.50 million cumulative app downloads
• Presence: 109 cities across India & Middle East
• Book Running Lead Managers: Kotak Mahindra Capital, J.P. Morgan India, Goldman Sachs India, Axis Capital

IPO Details (as per UDRHP-1)

• Total Issue Size: The proposed Initial Public Offering (IPO) of Physicswallah Limited is expected to raise up to ₹38,200 million. This includes both a fresh issue of shares by the company and an offer for sale (OFS) by its promoters.
• Fresh Issue (₹31,000 million): A significant portion of the IPO will come from the fresh issue of equity shares, through which the company plans to raise up to ₹31,000 million. The funds from this component will go directly to the company and are likely to be used for business expansion, strengthening infrastructure, and meeting other corporate objectives as outlined in the prospectus.
• Offer for Sale (OFS – ₹7,200 million): The remaining portion of the IPO will consist of an Offer for Sale, where the promoters will dilute part of their holdings:
  • Alakh Pandey: up to ₹3,600 million
  • Prateek Boob: up to ₹3,600 million
• Through this OFS, the promoters are offering part of their stake to the public. Importantly, proceeds from the OFS go to the selling shareholders (the promoters) and not to the company.

Together, the fresh issue and OFS structure balances raising growth capital for Physicswallah while also allowing its founders to partially monetize their stake.

Offer Structure and Book-Building Process

The IPO of Physicswallah Limited is being conducted under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 (SCRR) and Regulation 31 of the SEBI ICDR Regulations through the Book Building Process.

Key Allocation Details:

1. Qualified Institutional Buyers (QIBs):
   • At least 75% of the Net Offer is reserved for allocation to QIBs.
   • Up to 60% of the QIB Portion may be allocated to Anchor Investors at the company’s discretion.
   • Of the Anchor Investor Portion, at least one-third is reserved for domestic mutual funds.
   • If the Anchor Investor Portion is undersubscribed, the remaining shares are added back to the Net QIB Portion.
   • 5% of the Net QIB Portion is exclusively for mutual funds, and the remainder is proportionally available to all QIB bidders (excluding anchor investors).
   • Any under-subscription from mutual funds is added back to the remaining QIB portion.
2. Non-Institutional Bidders (NIIs):
   • Up to 15% of the Net Offer is allocated to Non-Institutional Bidders.
   • One-third of this portion is for applications between ₹2 lakh and ₹10 lakh, and two-thirds for applications above ₹10 lakh.
   • Any unsubscribed shares in either sub-category can be reallocated to the other.
3. Retail Individual Investors (RIIs):
   • Up to 10% of the Net Offer is reserved for RIIs, subject to bids at or above the offer price.
4. Employee Reservation Portion:
   • Shares will be allocated proportionately to eligible employees, after accounting for any applicable employee discount.
5. Application Process:
   • All investors, except Anchor Investors, must use the ASBA (Application Supported by Blocked Amount) process, which blocks the bid amount in their bank account until allocation.
   • Anchor Investors do not use ASBA and participate through separate arrangements.

Book Running Lead Managers

• Kotak Mahindra Capital Company Limited
• J.P. Morgan India Private Limited
• Goldman Sachs (India) Securities Private Limited
• Axis Capital Limited

Business Operations

Physicswallah Limited operates in the education technology (edtech) sector, offering a wide range of digital learning solutions. The company primarily caters to school students and competitive exam aspirants, providing accessible and affordable educational resources across India.

Key offerings include:

• Live Classes: Real-time online teaching sessions led by expert educators, enabling interactive learning.
• Recorded Lectures: Pre-recorded lessons for flexible, self-paced learning.
• Study Materials: Comprehensive notes, practice exercises, and curated learning resources.
• Test Series & Assessments: Mock tests, quizzes, and evaluations to track progress and exam readiness.
• Digital Platforms: Learning is delivered through mobile apps, web portals, and other online channels, allowing students from tier 2 cities to access high-quality education remotely.

Physicswallah Limited also emphasizes continuous innovation, regularly updating courses and content to align with curriculum changes and exam patterns. Through its platform, the company seeks to enhance learning outcomes, exam preparedness, and overall academic performance, supporting students throughout their education journey.

Channels of Delivery – Online, Offline, and Hybrid

1. Online Delivery
Physicswallah reaches millions of students across India through its digital-first platforms:

• Social Media Channels:
  • As of March 31, 2025, the company operated 888 social media channels/handles across YouTube and other platforms.
  • Together, these had a cumulative 119.27 million followers or subscribers.
  • Content offered includes live classes and recorded lectures, often in an open access or free format.
  • These channels also serve as a source of information on courses, exam schedules, and program updates.
• Website & Mobile Apps:
  • Physicswallah offers both free and paid courses through its website and mobile apps.
  • Students can join batches, purchase from the PW e-commerce store, access schedules, study materials, and participate in online tests.
  • The company operates 14 mobile apps as of March 31, 2025, with a total of 64.50 million cumulative downloads.
  • Flagship app: “PW – JEE/NEET, UPSC, GATE, SSC”, covering courses for JEE, NEET, UPSC, GATE, Defence, CUET, and Chartered Accountancy.
  • Specialized apps include:
    • Utkarsh: Govt Jobs & Exam Prep – for government exam preparation.
    • PW Curious Jr. – for school-level learning.
    • PW MedEd – for postgraduate NEET courses.
    • PW Parent – for parents.
    • PW Drona – for teachers.

2. Offline Delivery

• As of March 31, 2025, Physicswallah had a presence across 109 cities in India and the Middle East through its offline learning centers.
• Students attend in-person classes delivered by faculty in a traditional classroom setup.
• Offline students receive a welcome kit (books, stationery, and merchandise).
• Additional services include dedicated doubt-resolution counters and regular parent-teacher meetings.

3. Hybrid Delivery (PW Pathshala Centres)

• Physicswallah has introduced a two-teacher model under its hybrid learning centres.
• In this model, students attend a live online lecture delivered by a faculty from a recording studio.
• At the same time, an in-person faculty at the center provides support, answers queries, and maintains classroom discipline.
• This allows one online class to reach multiple physical centers simultaneously, combining the strengths of digital scale and physical classroom interaction.

Competitive Strengths

• Comprehensive Learning Ecosystem: Offers live classes, recorded lectures, study materials, and test series under one platform.
• Affordable Pricing: Focused on cost-effective education solutions for a broad student base.
• Digital Reach: Strong penetration in smaller towns and cities through online platforms.
• Content Expertise: Proprietary curriculum and learning tools designed by expert educators.
• Technology Infrastructure: Scalable platform enabling personalized learning experiences.

Objects of the Offer

The Net Proceeds from the Fresh Issue are proposed to be utilized as per the following details:

* Refer to “Objects of the Offer – Offer related expenses” (page 170 of the UDRHP-1).
** These amounts will be finalized upon determination of the Offer Price and updated in the Prospectus before filing with the RoC.