Physicswallah CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 25 Sep 2026, 10 fund houses so far (houses' deadline to file 15 Oct 2026)

• To adopt financial statements of the company for the financial year ended March 31, 2026

  10 for0 against
• To re-appoint Mr. Prateek Boob (DIN: 07113666), who retires by rotation and being eligible, offers himself for re-appointment as a director

  10 for0 against
• To ratify the remuneration of M/s. Bahadur Murao & Co., Cost Auditors of the company for the financial year 2026-27

  10 for0 against
• To appoint M/s. Naresh Verma & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company

  10 for0 against
• To approve the appointment of Mr. Anoop Kumar Mittal (DIN: 05177010) as a Non-Executive Independent Director and payment of remuneration

  10 for0 against
• To approve adoption of new set of Articles of Association of the Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund

  • Angel One Mutual FundClause for Minimum number of directors not as per LODR requirement (AoA of Company allows the minimum number of Directors on the Board to be less than six directors); Provision for appointment of director and shareholders’ approval being sought at the next general meeting as per Section 161 of the Companies Act, which is not in accordance with Regulation 17 of SEBI LODR that envisages shareholders’ approval being sought at the next general meeting or within three months, whichever is earlier; Proposed Article 35 (16) contains a clause for the appointment of Alternate Directors for IDs; the same was debarred w.e.f. 1st October, 2018 under Regulation 25 of the SEBI (LODR). Compliance, Governance & Transparency concern: The proposed Articles provide for shareholders’ approval at the next general meeting for directors appointed to fill casual vacancies or as additional directors, in line with Section 161 of the Companies Act, 2013. However, Regulation 17/17(1C) of SEBI LODR requires such approval at the next general meeting or within three months from the date of appointment, whichever is earlier. Since the Company has not clarified whether the stricter SEBI LODR requirement would prevail, the proposed provisions may create ambiguity regarding the applicable approval timeline and the continuation of such directors.
  • Edelweiss Mutual Fund, Helios Mutual Fund, Navi Mutual FundNon-Compliance wr.t. SEBI LODR Regulation, 2015: Clause for Minimum number of directors not as per LODR requirement (AoA of Company allows the minimum number of Directors on the Board to be less than six directors); Provision for appointment of director and shareholders’ approval being sought at the next general meeting as per Section 161 of the Companies Act, which is not in accordance with Regulation 17 of SEBI LODR that envisages shareholders’ approval being sought at the next general meeting or within three months, whichever is earlier; Proposed Article 35 (16) contains a clause for the appointment of Alternate Directors for IDs; the same was debarred w.e.f. 1st October, 2018 under Regulation 25 of the SEBI (LODR). Compliance, Governance & Transparency concern: The proposed Articles provide for shareholders’ approval at the next general meeting for directors appointed to fill casual vacancies or as additional directors, in line with Section 161 of the Companies Act, 2013. However, Regulation 17/17(1C) of SEBI LODR requires such approval at the next general meeting or within three months from the date of appointment, whichever is earlier. Since the Company has not clarified whether the stricter SEBI LODR requirement would prevail, the proposed provisions may create ambiguity regarding the applicable approval timeline and the continuation of such directors.
  • PGIM India Mutual FundNon-Compliance wr.t. SEBI LODR Regulation, 2015: Clause for Minimum number of directors not as per LODR requirement (AoA of Company allows the minimum number of Directors on the Board to be less than six directors); Provision for appointment of director and shareholders approval being sought at the next general meeting as per Section 161 of the Companies Act, which is not in accordance with Regulation 17 of SEBI LODR that envisages shareholders approval being sought at the next general meeting or within three months, whichever is earlier; Proposed Article 35 (16) contains a clause for the appointment of Alternate Directors for IDs; the same was debarred w.e.f. 1st October, 2018 under Regulation 25 of the SEBI (LODR). Compliance, Governance & Transparency concern: The proposed Articles provide for shareholders approval at the next general meeting for directors appointed to fill casual vacancies or as additional directors, in line with Section 161 of the Companies Act, 2013. However, Regulation 17/17(1C) of SEBI LODR requires such approval at the next general meeting or within three months from the date of appointment, whichever is earlier. Since the Company has not clarified whether the stricter SEBI LODR requirement would prevail, the proposed provisions may create ambiguity regarding the applicable approval timeline and the continuation of such directors.

  5 for5 against

Mutual fund votes, meeting of 18 Jan 2026, 13 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Approval for the ratification of Physicswallah Limited Employees’ Stock Options Plan 2022.

  ›Against 360 One Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund

  • 360 One Mutual Fund, Edelweiss Mutual Fund, PGIM India Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price as per SEBI Regulations. Transparency concern: No clarity on post-employment exercise period.
  • Baroda BNP Paribas Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price as per SEBI Regulations.
  • Canara Robeco Mutual FundThe options pool comprises of unexercised options (granted / ungranted) convertible into 9,38,96,967 equity shares, which will result in a dilution of 3.1% on the expanded capital base. The vesting of options is primarily time based. Further, the resolution states the exercise price shall be determined by the Nomination and Remuneration Committee. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. As a good practice, companies should grant stock options at market price, or the options should have performance-based vesting with clearly defined performance metrics and associated targets. In this case, the exercise price can be at a significant discount to market price, and the options have time-based vesting. We do not support the resolution.
  • Invesco Mutual FundThe options pool comprises of unexercised options (granted / ungranted) convertible into 9,38,96,967 equity shares, which will result in a dilution of 3.2% on the expanded capital base. The vesting of options is primarily time based. Further, the resolution states the exercise price shall be determined by the Nomination and Remuneration Committee. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. As a good practice, companies should grant stock options at market price, or the options should have performance-based vesting with clearly defined performance metrics and associated targets. In this case, the exercise price can be at a significant discount to market price, and the options have time-based vesting. We do not support the resolution
  • Nippon India Mutual FundTransparency Concern: No clarity on post-employment exercise period.
  • Tata Mutual FundThe options pool comprises of unexercised options (granted / ungranted) convertible into 9,38,96,967 equity shares, which will result in a dilution of 3.2% on the expanded capital base. The vesting of options is primarily time based. Further, the resolution states the exercise price shall be determined by the Nomination and Remuneration Committee which as per discussion with the company may be near to face value which would be at deep discount to current market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. As a good practice, companies should grant stock options at market price, or the options should have performance-based vesting with clearly defined performance metrics and associated targets. In this case, the exercise price can be at a significant discount to market price, and the options have time-based vesting. We do not support the resolution.

  5 for8 against
• Approval for extension of benefits under the Physicswallah Limited Employees’ Stock Option Plan, 2022 to eligible employees of group company(ies), including subsidiary company(ies) and associate company(ies), whether in India or outside India.MoreLess

  ›Against 360 One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund

  • 360 One Mutual Fund, Edelweiss Mutual Fund, PGIM India Mutual FundNon-Compliant under SEBI SBEB Regulations: Interlinked with Resolution #1. Governance concern: Benefit extended to associates/Group Companies without justification of cost reimbursement provision.
  • Baroda BNP Paribas Mutual FundThrough this resolution, the company proposes to extend the Employees Stock Option Plan, 2022 to the eligible employees of its group, subsidiary and associate companies. Our view on this resolution is linked to our view on the resolution on Employees Stock Option Plan, 2022. We do not support the resolution.
  • Invesco Mutual FundThe company proposes to extend the ESOP 2022 to the employees of group companies, including its subsidiary and associate companies. We do not support extension of the scheme to employees of group companies, associates and listed subsidiary companies. We do not support the resolution
  • Nippon India Mutual FundGovernance Concern: Scheme benefit extended to associate/group Companies without affirmation on cost reimbursement provision.
  • Tata Mutual FundThrough resolution #2, the company proposes to extend the ESOP 2022 to the employees of group companies, including its subsidiary and associate companies. our view on this resolution is linked to our view on resolution #1. We do not support the resolution.

  4 for7 against
• Approval for adoption of the Physicswallah Limited Employees’ Stock Option Plan 2025

  ›Against 360 One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund

  • 360 One Mutual Fund, Edelweiss Mutual Fund, PGIM India Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price as per SEBI Regulations. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Transparency concern: No clarity on post-employment exercise period.
  • Baroda BNP Paribas Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price as per SEBI Regulations. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive.
  • Invesco Mutual FundUnder ESOP 2025, a total of 36,764,700 stock options shall be granted to employees of the company, its subsidiaries and associate companies, resulting in a dilution of ~1.6% on the expanded capital base. The vesting of options is primarily time based. Further, the resolution states the exercise price shall be determined by the Nomination and Remuneration Committee. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. As a good practice, companies should grant stock options at market price, or the options should have performance-based vesting with clearly defined performance metrics and associated targets. In this case, the exercise price can be at a significant discount to market price, and the options have time-based vesting. We do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Transparency concern: No clarity on post-employment exercise period.
  • Tata Mutual FundUnder ESOP 2025, a total of 36,764,700 stock options shall be granted to employees of the company, its subsidiaries and associate companies, resulting in a dilution of ~1.6% on the expanded capital base. With respect to vesting, while ESOP 2025 provides for vesting subject to continued and uninterrupted employment, the vesting framework is not limited to a purely time-based construct. The Scheme expressly empowers the NRC to link vesting, in full or in part, to clearly defined performance and other objective criteria, which may include overall organisational performance parameters, individual performance assessments under the Company’s appraisal process, departmental or functional achievements, or such other relevant metrics as may be determined by the NRC and specified in the respective grant letters. Further, the resolution states the exercise price shall be determined by the Nomination and Remuneration Committee which as per discussion with the company may be near to face value which would be at deep discount to current market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. As a good practice, companies should grant stock options at market price. In this case, the exercise price can be at a significant discount to market price and hence, We do not support the resolution.

  4 for7 against
• Approval for extension of benefits under the Physicswallah Limited Employees’ Stock Option Plan 2025 to eligible employees of group company(ies), including subsidiary company(ies) and associate company(ies), whether in India or outside India.MoreLess

  ›Against 360 One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund

  • 360 One Mutual Fund, Edelweiss Mutual Fund, PGIM India Mutual FundNon-Compliant under SEBI SBEB Regulations: Interlinked with Resolution #3. Governance concern: Benefit extended to associates/Group Companies without justification of cost reimbursement provision.
  • Baroda BNP Paribas Mutual FundThrough this resolution, the company proposes to extend the Employees Stock Option Plan, 2025 to the eligible employees of its group, subsidiary and associate companies. Our view on this resolution is linked to our view on the resolution on Employees Stock Option Plan, 2025. We do not support the resolution.
  • Invesco Mutual FundThe company proposes to extend the ESOP 2025 to the employees of group companies, including its subsidiary and associate companies. We do not support extension of the scheme to employees of group companies, associates and listed subsidiary companies. We do not support the resolution
  • Nippon India Mutual FundGovernance Concern: Scheme benefit extended to associate/group Companies without affirmation on cost reimbursement provision.
  • Tata Mutual FundThrough resolution #4, the company proposes to extend the ESOP 2025 to the employees of group companies, including its subsidiary and associate companies. our view on this resolution is linked to our view on resolution #1. We do not support the resolution.

  4 for7 against
• Amendment to the Articles of Association of the Company

  13 for0 against

• Fine or penaltyGDRFA(General Directorate of Residency and Foreigners Affairs)Since 7 May 2026

  The authority has directed one of the wholly owned subsidiary of the Company located at UAE to pay penalty of AED 2184 including administrative charges.

  Pursuant to the applicable laws of the UAE, the Company's UAE-based wholly owned foreign subsidiary was required to notify the competent authority upon the cessation of an employee's employment. However, the requisite notification was not made within the prescribed timeline, and the employee continued to remain in the UAE without regularising his visa status.MoreLess
• Fine or penaltyCentral Consumer Protection AuthoritySince 1 Jun 2026

  The CCPA has directed the Company to pay a penalty of Rs. 5,00,000/-, ensure that no dark patterns are used on its platform, website, application, or any other digital interface, and submit a compliance report.

  The CCPA took suo motu cognizance of certain alleged dark patterns on the Company's website namely basket sneaking, forced action/interface interference, and confirm shaming and passed an order thereon.MoreLess
• Fine or penaltyMunicipal Corporation Office, Bilaspur (Chattisgarh)Since 9 Jun 2026

  Municipal Corporation Office, Bilaspur imposed a penalty/fine for amount of Rs. 20,000

  The Company's marketing vendor (a third party) displayed unauthorised outdoor advertisements at various public locations without obtaining the requisite municipal permissions, resulting in the defacement of public property.MoreLess
• Fine or penaltyMunicipal Corporation Office, Bhopal (M.P.)Since 24 Jun 2026

  Municipal Corporation Office, Bhopal (M.P.) has issued Demand Bill / Notice imposing a fine/penalty of ₹4,20,000/- and directing payment within 7 days.

  The Company's marketing vendor (a third party) displayed an unauthorised outdoor advertisement/signboard without obtaining the requisite approval/permission from the municipal authorities.
• Fine or penaltyMunicipal Corporation Office, Raipur (Chhattisgarh)Since 26 Jun 2026

  Municipal Corporation Office, Raipur has imposed a penalty of Rs. 10,000

  The Company's marketing vendor (a third party) displayed unauthorised outdoor advertisements at various public locations without obtaining the requisite municipal permissions, resulting in the defacement of public property.MoreLess
• Tax disputeAssistant Commissioner of Income Tax, Circle5(2)(1), Noida, Income Tax DepartmentSince 13 Apr 2026
  Subsequent to filing the appeal on April 13, 2026, the Company filed an application for stay of the demand before the Principal Commissioner of Income Tax (PCIT) on April 20, 2026. Pursuant to the stay order, the Company has complied with the conditions prescribed therein. The appeal is currently pending and has not yet been listed for hearing.MoreLess
  At the filing before: The Company received an Assessment Order and Demand Order from the Income Tax Department on March 13, 2026, raising a tax demand of ₹263.34 crore. The Company filed a rectification application, pursuant to which the tax demand was reduced to ₹192.76 crore under an order passed under Section 154 of the Income-tax Act, 1961. The Company filed an appeal against the rectification order before the Joint Commissioner (Appeals)/Commissioner of Income Tax (Appeals) on April 13, 2026.MoreLess

In the company's own words, from its latest governance filing.

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

No

The filing has a part on fines and penalties

Yes

The filing has a part on tax disputes

Yes

There was a cyber security incident in the quarter

No

The company's own answers in its filing.