PhysicsWallah Limited has approved the acquisition of an additional 12.25% stake in Utkarsh Classes & Edutech Private Limited, increasing its ownership from 75.50% to 87.75%. The transaction, approved by the company’s board on November 4, 2026, involves purchasing 25,599 equity shares for a cash consideration of ₹2,55,990.
The latest acquisition is part of a phased ownership agreement signed in February 2023, under which PhysicsWallah planned to acquire up to 100% of Utkarsh Classes by FY28. The transaction also includes changes to the existing acquisition agreement, simplifying the remaining purchase structure. Utkarsh Classes reported FY26 turnover of ₹169.66 crore, making it an established contributor to PhysicsWallah’s education business.
PhysicsWallah Raises Utkarsh Classes Stake to 87.75%
The latest transaction will increase PhysicsWallah’s ownership by 12.25 percentage points, taking its holding to 87.75% once the share transfer is completed.
The company’s board approved the acquisition from existing shareholders through a cash purchase. PhysicsWallah expects the transfer to be completed within three months of the November 4 approval.
| Transaction detail | Information |
|---|---|
| Additional stake acquired | 12.25% |
| Existing shareholding | 75.50% |
| Shareholding after completion | 87.75% |
| Shares being acquired | 25,599 |
| Purchase consideration | ₹2,55,990 |
| Board approval date | November 4, 2026 |
| Expected completion | Within three months |
The company has classified the transaction as not being a related-party transaction, stating that its promoter group has no interest in Utkarsh Classes.
The acquisition is structured as a cash transaction rather than a share swap.
Changes to the 2023 Acquisition Agreement
The latest purchase is part of the Share Acquisition Terms Agreement (SATA) signed in February 2023.
The agreement established a phased route for PhysicsWallah to increase its ownership in Utkarsh Classes to as much as 100% by FY28.
Alongside approving the latest acquisition, the board approved the third amendment to the SATA. Two important changes have been introduced:
- The performance-linked profit-after-tax valuation mechanism for Tranche IV has been replaced with a mutually agreed fixed purchase consideration.
- The acquisition previously planned under Tranche V has been dispensed with, along with the related provisions and valuation mechanism.
These changes simplify the remaining acquisition structure and alter how the next ownership transfer will be determined.
The latest transaction follows the completion of the third acquisition tranche in December 2025. At that time, PhysicsWallah increased its stake from 63.25% to 75.50% through a cash investment of ₹26.50 crore.
The November 2026 approval takes the company another step towards its stated objective of acquiring full ownership.
What Does Utkarsh Classes Do?
Utkarsh Classes & Edutech Private Limited is a Jodhpur-based education company operating in the online and offline coaching market.
Its business includes establishing and operating educational institutions in India and abroad, including schools, colleges, coaching centres and laboratories. It also provides educational content and sells books and course materials through online platforms.
The company focuses on competitive examinations and education services, giving PhysicsWallah access to an established network of physical coaching operations alongside its digital education business.
Utkarsh Classes reported the following turnover figures:
| Financial year | Turnover |
|---|---|
| FY26 | ₹169.66 crore |
| FY25 | ₹168.96 crore |
| FY24 | ₹146.97 crore |
FY26 turnover increased only marginally compared with FY25, while the business recorded growth compared with FY24.
This makes the acquisition strategically relevant because it adds an established education operation to PhysicsWallah’s broader portfolio. However, turnover alone does not reveal the subsidiary’s profitability, cash generation or contribution to consolidated earnings.
Why PhysicsWallah Is Increasing Its Ownership
PhysicsWallah has been expanding its education business through a combination of organic growth and acquisitions.
The company operates across online learning, offline coaching centres, competitive examination preparation and other education services. Acquiring greater ownership in Utkarsh Classes allows it to increase its economic interest in an existing education business.
The combination of online and offline operations can also provide opportunities to expand course distribution, reach students in additional locations and use existing educational infrastructure.
However, the latest filing does not announce any new centres, course launches, changes to management or operational integration plans for Utkarsh Classes. Its disclosed impact is primarily on ownership and the contractual structure governing the remaining acquisition.
PhysicsWallah Also Expands Its Stake in Xylem Learning
Utkarsh Classes is not the only education company in which PhysicsWallah has increased its ownership through phased acquisitions.
The company recently raised its stake in Xylem Learning to 77.27% from 64.98%, following an additional investment of ₹122.90 crore.
PhysicsWallah has stated an objective of acquiring full ownership of Xylem Learning by FY30 under its shareholder agreement.
The two transactions demonstrate its approach of gradually increasing ownership in education businesses rather than necessarily completing acquisitions in a single transaction.
However, the acquisition structures and timelines are different. The Utkarsh Classes agreement targets up to 100% ownership by FY28, while the Xylem Learning plan has a FY30 objective.
What the Deal Means for PhysicsWallah Investors
The increase in ownership gives PhysicsWallah a larger economic interest in Utkarsh Classes and reduces the share held by outside shareholders.
After the transaction, the remaining minority shareholders will collectively hold 12.25% of the subsidiary, assuming no other ownership changes.
For investors in listed PhysicsWallah, the acquisition is relevant because Utkarsh Classes contributes to the company’s education portfolio. However, the latest announcement does not provide a new earnings forecast, valuation of the subsidiary or expected financial benefits from the increased ownership.
The unusually low disclosed consideration of ₹2,55,990 for the 12.25% stake, compared with ₹26.50 crore for the previous 12.25% tranche, also deserves attention. The company has explained that the latest purchase follows an amended agreement with a mutually agreed fixed consideration replacing the earlier performance-linked mechanism. Investors should refer to the detailed transaction documents rather than assume the two tranches were priced on identical terms.
The Bigger Picture
PhysicsWallah’s latest acquisition reflects the growing importance of consolidation in India’s education technology sector. Companies that began with digital learning platforms are increasingly building broader businesses involving offline coaching, physical centres and specialised examination preparation.
Increasing its stake in Utkarsh Classes gives PhysicsWallah greater ownership of an established education business. The revised acquisition agreement also provides a different framework for completing the remaining purchase.
However, the long-term value of the transaction will depend on the subsidiary’s profitability, student growth, operating efficiency and contribution to the larger group’s financial performance.
Looking Ahead
The immediate milestone is completion of the 12.25% share transfer within the expected three-month period. PhysicsWallah has also retained its broader objective of acquiring up to 100% of Utkarsh Classes by FY28, although the terms and consideration for the remaining stake have not been fully disclosed.
For investors, the next important developments will be the completion of the acquisition, further disclosures on the remaining ownership and the financial contribution of Utkarsh Classes to PhysicsWallah’s consolidated results. The transaction increases ownership, but its long-term impact will ultimately depend on business performance rather than the percentage stake alone.
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