Directors Report of Tree House Education & Accessories Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the integrated 19th Annual Report of Tree House Education and Accessories
Limited (“the Company”) along with the Audited Financial Statements (Standalone and Consolidated) of your Company
for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies Act, 2013 (‘the Act'') read with Companies (Accounts) Rules, 2014. The
financial statements for the financial year ended 31st March, 2025 as well as comparative figures for the year ended 31st
March, 2024 are Ind AS compliant.

The Financial highlights of your Company for the financial year ended March 31,2025 as is summarized below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	797	890	797	890
Expenditures excluding depreciation	1,043	794	1,043	794
Profit before Depreciation and Tax	(246)	96	(246)	96
Depreciation	68	78	68	78
Net Profit Before exceptional Items and Tax	(314)	18	(314)	18
Share of net profit/(loss) of associates and joint ventures accounted for using the equity method	10	(3)	10	(7)
Exceptional Items	0	0	0	0
Net Profit Before Tax	(304)	15	(304)	11
Provision for Tax	(1,415)	(389)	(1,415)	(389)
Profit after Tax	(1,719)	(374)	(1,719)	(378)
Appropriations:
Proposed Dividend on equity Shares	Nil	Nil	Nil	Nil
Tax on Dividend	Nil	Nil	Nil	Nil
Balance Carried to Balance Sheet	(1,719)	(374)	(1,719)	(378)
Paid up Share Capital	4,231	4,231	4,231	4,231
Reserves & Surplus (excluding revaluation reserve)	15,180	16,899	15,511	17,230
*previous year figures have been regrouped/rearranged wherever necessary.

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

On Standalone basis, the Company has generated revenue from operations of Rs. 714 Lakhs for the current Financial
Year as compared to Rs. 817 Lakhs in the Previous Year. The Net Loss for the current Financial Year increased to Rs.
1,719 lakhs as against Rs. 374 lakhs as reported in the Previous Year.

In accordance with the provisions contained in section 136 of the Companies Act, 2013 (“the Act”), the Annual Report of
the Company, containing Notice of the Annual General Meeting, Consolidated and Standalone Financial Statements,
Report of the Auditor''s and Board of Directors'' thereon are available on the website of the Company at
www.treehouseplaygroup.net. Further, a detailed analysis of Company''s performance is included in the Management
Discussion and Analysis Report (“MDAR”), which forms part of this Annual report. The Consolidated and Standalone
Financial Statements of the Company for the F.Y. ended 31st March, 2025 have been prepared in accordance with
applicable Indian Accounting Standards and the relevant provisions of the Act.

RESERVES AND SURPLUS

The Company has not transferred any amount to the General Reserves for the financial year ended March 31,2025. The
closing balance of the retained earnings of the Company for F.Y 2024-25, after all appropriation and adjustments is Rs.
(31,608) lakhs as compared to Previous year Rs. (29,889) lakhs.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your company does not have any subsidiary company and joint ventures. However, the Company has one associate
Company viz., JT Infrastructure Private Limited .

Company has invested in Aaviv Tutorials LLP representing 51% of the capital of LLP, the details of the same is provided
under note no. 4 of financial statements.

Further the report on the performance, financial position and overall contribution to company''s profitability of the
associate company and salient features of the financial statements in the prescribed Form AOC-1 is marked and
annexed as “Annexure A” to this report.

DIVIDEND

Due to loss during the year, the board does not recommend any dividend on the equity shares of the Company for the
year under review.

SHARE CAPITAL

During the year under review, no changes took place in the Share Capital of the Company. The issued, subscribed and
paid up Equity Share Capital of the Company as on 31stMarch, 2025 is INR 423,107,240 (Indian Rupees Forty two
crores, thirty one lacs, seven thousand two hundred and forty only) comprising of 42,310,724 Equity Shares of Rs. 10
/each. During the year under review, your Company has not issued further shares to the members or general public. Your
Company''s Equity Shares are listed on BSE Limited (BSE), National Stock Exchange (NSE) and Metropolitan Stock
Exchange of India Limited (MCX-SX).

INTERNAL FINANCIAL CONTROLS

Your Company''s Internal Financial Control systems are robust, comprehensive and commensurate with the nature, size,
scale and complexity of its business. The system covers all major processes to ensure reliability of financial reporting,
compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of
resources.

The Internal Auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit
Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the Company''s risk management with regard to the internal control framework.

The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business, adherence
to the Company''s policies, prevention and detection of frauds and errors, accuracy and completeness of records and
timely preparation of reliable financial information.

The Audit Committee actively reviews adequacy and effectiveness of internal control systems and suggests
improvements for strengthening them in accordance with the business dynamics, if necessary. The Audit Committee
also meets the Company''s Statutory Auditors to ascertain their views on the Financial Statements, including the financial
reporting system and compliance of accounting policies and procedures followed by your Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The Company has not given loans or given guarantees or provided securities. Further, the details of the investments
made during the year under review are provided under Note No. 4 of the Financial Statements.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public
deposit under sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)
(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st
March, 2025 and confirm that:

a) The Financial Statements of the Company for the year ended March 31, 2025, have been prepared on a going
concern basis following applicable Indian accounting standards and that no material departure have been made
from the same;

b) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Indian
accounting standards, have been followed along with proper explanation relating to material departures;

c) Directors have selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company
as at March 31,2025 and of the profits and loss of the company for financial year ended March 31,2025.

d) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and for
preventing and detecting fraud and other irregularities.

e) the Directors have laid down internal financial controls to be followed by the Company and that such financial
controls are adequate and are operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws in place and that such systems
were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company''s Board comprises of mixture of executive and non-executive directors with considerable experience and
expertise in various fields and business strategy. The details of the directors and their meetings held during the year have
been given in the Corporate Governance Report, which forms part of this report.

The list of Directors & Key Managerial Personnel''s of the Company during the financial year ending March 31,2025 are
as follows:

1. Mr. Rajesh Bhatia (DIN: 00074393), Managing Director (MD) & Chairman.

2. Mrs. Nidhi Grover (DIN: 08792362) Non-Executive Independent Woman Director.

3. Mr. Milin Ramani (DIN: 07697636) Non-Executive Independent Director.

4. Mr. Dipen Shah (DIN: 07600611) Non-Executive Non-Independent Director.

5. Mr. Navin Kumar Bhandaradamane (DIN: 01664259) Executive Director.

6. Mr. Rajesh Bhatia (PAN: AAHPB9438N), Chief Executive Officer (CEO).

7. Mr. Navin Kumar Bhandaradamane (PAN: ATBPK9664Q), Chief Financial Officer (CFO).

8. Ms. Guddi Bajpai (PAN: AWYPB2768G), Company Secretary & Compliance Officer.

a) Changes in Directors and Key Managerial Personnel’s:

During the year under review, the following changes took place in the directors and key managerial personnel''s;

1. Mr. Sanjay Doshi (DIN: 00004274) Non-Executive Independent Director, ceased to be a director of the Company
w.e.f. 27.03.2025.

2. Post financial year Mrs. Divya Ketan Punmiya (DIN: 08598655), was appointed as Additional Director as Non -
Executive Independent Director w.e.f. 28th April, 2025 and was regularized by the Shareholders through Postal
Ballot on 27th June, 2025.

3. Post financial year Ms. Guddi Bajpai resigned from the post of Company Secretary and Compliance Officer w.e.f.
30th August, 2025. The company is in the process of finalising the appointment of Company Secretary and
Compliance Officer.

Directors Appointment / Re Appointment

• Re-appointment of Mr. Milin Ramani (DIN: 07697636) as an Independent Director of the Company for a period of
five years from 01st September, 2025 to 31st August, 2030.

• Re-appointment of Mrs. Nidhi Rohit Grover (DIN: 08792362) as an Independent Director of the Company for a
period of five years from 01st September, 2025 to 31st August, 2030.

• Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mr. Navin
Kumar Bhandaradamane (DIN: 01664259) Executive Director, of the Company is liable to retire by rotation at an

ensuing Annual General Meeting and being eligible has offered himself for re-appointment. A brief resume, nature
of experience in specific functional areas, names of companies in which he holds directorships and memberships
/ chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated
under Regulation 17 of the Listing Regulations, 2015, is provided in the notes to Notice of the AGM. The Board of
Directors of your Company recommended the appointment.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the
Companies Act, 2013. During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, perquisites and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

b) Declaration by Independent Director(s)

The Company has received the necessary declarations from all the Independent Directors under section 149(7) of
the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in
section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent
directors are registered with data bank maintained by the Indian Institute of Corporate Affairs (“IICA”). The
Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or
reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective
independent judgment and without any external influence.

Furthermore, skills/expertise/competence of each independent director in specific functional areas and names of
the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as
stipulated under specified regulation of the SEBI Listing Regulations is given in the Corporate Governance Report
which is forming part of this Report as “Annexure - D”.

c) Annual Evaluation of the Board

Evaluation of the directors is done on an annual basis. The process is led by the Nomination and Remuneration
Committee with specific focus on the performance vis-a-vis the plans, meeting, challenging situations, performing
leadership role, and effective functioning of the Board. The evaluation process also involves Self-Evaluation by the
Board Member and subsequently assessment by the Board of Directors and also considers the time spent by each of
the directors, accomplishment of specific responsibilities and expertise, conflict of interest, integrity of director,
active participation and contribution during discussions.

d) Policy on directors’ appointment and remuneration and other details

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of
the Act can be assessed on the link.

https://investors.treehouseplavgroup.net/wp-content/uploads/2025/04/Treehouse Terms ConditionsofID.pdf

e) Familiarisation Programme For Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company, the industry in
which it operates, business model, etc. through various internal programmes and through presentations on
economy & industry overview, key regulatory developments, strategy and performance which are made to the
Directors from time to time. Details of the familiarization program on cumulative basis are available on the
Company''s website at

https://investors.treehouseplaygroup.net/wp-

content/uploads/2025/05/TREEHOUSE Policy FAMILIARIZATION PROGRAMME ID-.pdf
BOARD MEETING AND BOARD COMMITTEES

The Board meets at regular intervals to discuss and decide on company/business policy and strategy apart from other
Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board
meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings
includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4 (Four) times in the Financial Year 2024-25 viz. 03.05.2024, 19.07.2024, 18.10.2024 and 24.01.2025.
The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD:

The Company has following committee(s):

I. Audit Committee:

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act 2013 and
Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in
accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013. During the financial year
2024-25, the Audit Committee met 4 (four) times on 03.05.2024, 19.07.2024, 18.10.2024 and 24.01.2025. The Audit
Committee comprises following Directors of the Company:

Name	Category	Position
Mrs. Nidhi Rohit Grover	Independent, Non-Executive	Chairman
Mr. Rajesh Bhatia	Executive	Member
# Mr. Sanjay Doshi	Independent, Non-Executive	Member
## Mrs. Divya Punmiya	Independent, Non-Executive	Member

# Mr. Sanjay Doshi resigned as on 27.03.2025

## Mrs. Divya Punmiya joined the committee post financial year on 28.04.2025.

II. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. During the financial year 2024-25, the Nomination and
Remuneration Committee met 4 (four) times on 03.05.2024, 19.07.2024, 18.10.2024 and 24.01.2025. The Nomination

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Name	Category	Position
Mrs. Nidhi Rohit Grover	Independent, Non-Executive	Chairman
Mr. Dipen Shah	Non -Independent, Non-Executive	Member
# Mr. Sanjay Doshi	Independent, Non-Executive	Member
## Mrs. Divya Punmiya	Independent, Non-Executive	Member

# Mr. Sanjay Doshi resigned as on 27.03.2025

## Mrs. Divya Punmiya joined the committee post financial year on 28.04.2025.

III. Stakeholders’ Relationship Committee:

The Company has constituted a Stakeholders'' Relationship Committee in accordance with section 178 of the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Committee considers and approves various
requests regarding annual report and to redress complaints of the shareholders. During the financial year 2024-25, the
Stakeholders'' Relationship Committee met three times on 03.05.2024, 18.10.2024 and 24.01.2025. The Stakeholders''
Relationship Committee comprises following Directors of the Company:

Name	Category	Position
Mrs. Nidhi Rohit Grover	Independent, Non-Executive	Chairman
Mr. Rajesh Bhatia	Executive	Member
# Mr. Sanjay Doshi	Independent, Non-Executive	Member
## Mrs. Divya Punmiya	Independent, Non-Executive	Member

# Mr. Sanjay Doshi resigned as on 27.03.2025

## Mrs. Divya Punmiya joined the committee post financial year on 28.04.2025.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the
Independent Directors of the Company was held on January 24, 2025 to review the performance of Non-Independent
Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content
and timeliness of the flow of information between the Management and the Board and its Committees which is necessary
to effectively and reasonably perform and discharge their duties.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of ethics and governance, resulting in enhanced
transparency for the benefit of all stakeholders. Your Company has taken the requisite steps to comply with the
recommendations concerning Corporate Governance.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate
Governance practices followed by the Company, together with a Certificate from Statutory Auditor confirming
compliance conditions, forms an integral part of this Report is provided as “Annexure D”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations, is presented in a
separate section forming part of this Annual Report. It provides information about the overall industry structure,
developments in business operations / performance of the Company''s businesses, internal controls and their adequacy,
risk management systems, human resources and other material developments during the financial year 2024-25.

DISCLOSURES RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL’S AND
PARTICULARS OF EMPLOYEES.

Disclosure of the ratio to the remuneration of each director to the median employee''s remuneration and other details
required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided as “Annexure B”.

PARTICULARS OF EMPLOYEES:

During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

AUDITORS

a) Statutory Auditors

The Statutory Auditors M/s. Rakesh Soni & Co., Chartered Accountants having Registration No 114625W, were
appointed in 16th Annual General Meeting to hold office from the conclusion of 16th Annual General Meeting for a
term of consecutive five years till conclusion of 21st Annual General Meeting at such remuneration as may be agreed
upon between the Auditors and the Board of Directors, in addition to actual out-of-pocket expenses incurred by them
for the purpose of audit and the applicable taxes.

The Statutory Auditors M/s. Rakesh Soni & Co. have given a confirmation that they are eligible to continue with their
appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

Auditors’ Report

The Independent Auditors'' Report of M/s. Rakesh Soni & Co., on the Financial Statements of the Company for the
Financial Year 2024-25 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. Rakesh Soni & Co. in their Report dated May 09, 2025. Further, the Auditors of the Company
have not reported any fraud as specified under section 143(12) of the Companies Act, 2013. However following are the
explanations for their observations:

Explanation on observation made by the Statutory Auditor:

1. Confirmation letters:

The company has sent the confirmation letters to majority of the debtors and creditors as confirmed by the auditors
and the debtors/creditors have confirmed the same. Further these outstanding amounts are due to normal course of
business and payments/recovery have been done during the financial year 2024-25.

2. Appeal filed by Mr. Rajesh Bhatia & Anr. (Promoters of the Company) before Securities Appellate Tribunal (“SAT”):

Final order in this regard has been received on 27th March, 2025 from Honourable Securities Appellate Tribunal
(SAT) Mumbai in favour of promoters of the Company which has set aside the order passed by the Whole Time
Member of SEBI dated 24th May, 2021.

3. Arbitration against Janodhar Sikhshan Prasarak Mandal and others:

The company has received order in its favour on January 11,2021 wherein the company shall receive compensation
from the Respondents. The company continues to pursue legal options for recovery of proceeds as per the order.

4. There was an ongoing arbitration matter between the Company and its franchisee Warren Connor
, (“Respondent”) for non-payment of royalty fees in which the company has received an award in its favour
, wherein the company shall receive compensation from the Respondent.

Post financial year, the matter was settled with the franchisee on the basis of settlement terms signed between the
parties on 19.06.2025 and the royalty amount due has been recovered.

5. Forensic Audit of the Company by EOW :

The company has submitted replies and documents for all the queries of EOW. The outcome of forensic audit by
EOW is awaited.

6. Letter received from Educational Trust Vidva Bharti Samiti on services:

The Company has received a letter from the Educational Trust Vidya Bharti Samiti, showing the dissatisfaction of
service provided to them. In response, The Company has invoked the arbitration clause contained in the agreement
for which the Hon Bombay High Court has appointed a Sole Arbitrator to resolve the case.

7. Mira Education Trust has filed Civil Suit before the Hon Vadordra Civil Judge (CD) against Zebar Realty LLP
, in which company has also been named as defendant:

The Trust is seeking specific performance of lease agreement against Zebar Realty LLP.

8. The Company has received summons from Court in Vadodhara, Gujarat for Physical appearance on the case

, filed by Zebar Realty LLP, for forceful occupation of the property by ‘Mira Education Trust’, who runs ‘Tree

, House High School’ on his property which was sold to his firm ‘Zebar Realty LLP’ by ‘Tree House Education
, and Accessories Limited’ in the financial year 2022-23:

An FIR was filed on 26.02.2025 against company, its Managing Director, Directors and KMPs. by Vadodara Detection
of Crime Branch on the orders of the Land Grabbing Committee, Vadodara, relating to a dispute of a property sold by
the company in Vadodara. Further on 02.03.2025 2 Independent Directors were arrested by Vadodara Crime branch
from Mumbai. On 03.03.2025 Special Criminal Application (SCRA) No 3449 of 2025 was filed before Gujarat high
Court by the company and its directors/KMPS. On 10.03.2025 regular bail was granted by Special Court, Vadodara
City to both the arrested directors and said directors were released. On 10.03.2025 Anticipatory Bail was granted by
Special Court, Vadodara to Independent Directors. On 20.03.2025 Anticipatory Bail was granted by Special Court,
Vadodara to Executive directors and the company secretary.

Further Hon. High Court of Gujarat by its order dated 20.03.2025 (received by Company on 21.03.2025) in SCRA No
3449 of 2025 has granted interim relief to the company and its officers restraining the police authorities from taking
coercive action and not to file any charge sheet without the prior permission of the Gujarat High Court and thus
admitted the Company''s petition for final hearing.

b) Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s
Kaushal Doshi & Associates, Practicing Company Secretaries (C.P No. 13143) to conduct the Secretarial Audit of the
Company for the financial year ended March 31,2025.

Secretarial Audit Report for the financial year ended 31st March, 2025 issued by M/s Kaushal Doshi & Associates
Company Secretaries in Form MR-3 forms part to this report - as “Annexure C”. The qualifications/ observations,
made by M/s Kaushal Doshi & Associates in their Report, are self-explanatory.

Appointment of M/s. HRU & ASSOCIATES, Practicing Company Secretaries as Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations'') vide SEBI Notification dated
12th December, 2024 and provisions of Section 204 of the Companies Act, 2013 (‘Act'') and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Audit Committee and the Board of Directors
at their meetings held on 16th July, 2025 have approved and recommended the appointment of M/s HRU &
ASSOCIATES, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration No.3883/2023) as
Secretarial Auditor of the Company to hold office for a period of 5 (Five) consecutive financial years, from the conclusion
of the 19th Annual General Meeting to be held in the year 2025 until the conclusion of the 24th Annual General Meeting to
be held in the year 2030 subject to the approval of the shareholders at the 19th Annual General Meeting.

c) Cost Auditors

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the
Companies Act, 2013 are not applicable to the business activities carried out by the Company.

d) Internal Auditor:

M/s. Dharmesh Parekh & Associates., Practicing Chartered Accountant, Mumbai performed the duties of internal
auditors of the company for the Financial Year 2024-25 and their report is reviewed by the audit committee from time
to time.

ANNUALRETURN

Pursuant to provision of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, a copy of the Annual Return for F.Y. 2024-25 is available on Company''s
website of the Company and can be accessed at https://investors.treehouseplaygroup.net/wp-
content/uploads/2025/08/Draft-Annual-Return-Form-MGT-7-2024-25.pdf

RELATED PARTY TRANSACTIONS

All the transactions with Related Parties are placed before the Audit Committee and are also placed before the Board for
approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a
foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed
before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on arm''s length basis, in the ordinary course of
business and in accordance with the provisions of section 188 of the Companies Act, 2013, and Rules made thereunder
read with Regulation 23 of the SEBI Listing Regulations, 2015. However, during the financial year ended on 31st March,
2025 the Company has not entered into any material related party transactions under the SEBI Listing Regulations, 2015
read with section 188 of the Companies Act, 2013; therefore Form AOC-2 does not form part of this report.

The details of the related party transactions entered as required under “Ind. As -24” are set out in Note No. 29 to the
standalone financial statements forming part of this Annual Report.

The Policy on related party transactions may be accessed on the Company''s website at a link:
https://investors.treehouseplavgroup.net/wp-content/uploads/2025/05/CODE-OF-CONDUCT-FOR-PREVENTIQN-
OF-INSIDER-TRADING-AND-FAIR-DISCLOSURE-1-1.pdf

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in line with the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company''s
website at

https://investors.treehouseplaygroup.net/wp-

content/uploads/2025/04/TREEHOUSE Policy for determining Material Subsidiary ies -.pdf , presently there is
no material subsidiary company.

VIGIL MECHANISM & WHISTLE BLOWER POLICY:

In Compliance with the provisions of section 177(9) of the Companies Act, 2013 read with Regulation 22 of the SEBI
Listing Regulations, the Company has adopted a vigil mechanism/Whistle Blower Policy. The Company''s vigil
mechanism/Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report
instances of fraud and mismanagement, if any and to promote reporting of any unethical or improper practice or violation
of the Company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected
incidents of violation of applicable laws and regulations including the Company''s code of conduct or ethics policy or Code

of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism
provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company
for redressal.

The Policy on Vigil Mechanism & Whistle Blower may be accessed on the Company''s website at a
https://investors.treehouseplavgroup.net/wp-content/uploads/2025/04/Treehouse WhistleBlowerPolicy .pdf

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis. The company has been addressing various risks impacting the company and brief view of
the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis
Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company''s internal control systems are adequate and commensurate with the nature and size of the Company and
it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance, and safety of its assets.

• Compliance with applicable laws, regulations, and management policies
CORPORATE SOCIAL RESPONSIBILITY

The Company does not come under the purview of the provisions of section 135 of the Companies Act, 2013 read with
the rules prescribed therein relating to Corporate Social Responsibility.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND
OUTGO

The operations of the Company are entirely service based and the Company is non-energy intensive organization.
Conservation of energy and technology absorption information pursuant to section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.
Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

PREVENTION OF INSIDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of
the Company. The details of the Insider Trading Policy have posted on the website of the Company at following link:
https://investors.treehouseplavgroup.net/wp-content/uploads/2025/05/CODE-OF-CONDUCT-FOR-PREVENTION-
OF-INSIDER-TRADING-AND-FAIR-DISCLOSURE-1-1.pdf

The Code requires Trading Plan, pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is closed. However, there were no
such instances in the Company during the year 2024-25.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

The Directors wish to place on record their appreciation and acknowledgment of the efforts and dedication and
contributions made by employees at all levels during the year under review. The Company continues to focus on
attracting new talent & help them to acquire new skills, explore new roles and realize their potential.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also filed its Annual

Report as required under the said Act. The Company has a qualified Internal Committee, who along with the external
member review the policy and framework on a regular basis.

Please find below details relating to sexual Harassment:

Sr. No	Particular(s)	Compliant(s) Number
1	Number of complaints of sexual harassment received in the year	0
2	Number of complaints disposed off during the year	0
3	Number of cases pending for more than ninety days	0

There were no cases received/filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to upholding the rights and welfare of its women employees and has complied with the
provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. All eligible
women employees are provided maternity leave and other benefits in accordance with the applicable provisions of the
Maternity Benefit Act, 1961.

The Company has also ensured a safe and supportive working environment, including provisions for creche facilities
where applicable, in line with statutory requirements. The Company continues to remain in full compliance with the
provisions of the Maternity Benefit Act, 1961 and confirms that there have been no instances of non-compliance or
adverse findings in this regard during the financial year under review.

COMPLIANCE OF ACCOUNTING STANDARD:

As per requirements of Listing Regulations, 2015 and applicable Accounting Standards, your Company has made
proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant
to the provisions of Sections 129 and 133 of the Act.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable
Secretarial Standard/s, namely Secretarial Standard-1 (‘SS-1'') on Meetings of the Board of Directors and Secretarial
Standard -2 (‘SS-2'') on General Meetings, during the financial year 2024-2025 ended 31 March 2025.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There are no funds or shares lying with the Company to be transferred to IEPF account In accordance with Section 125 of
the Companies Act, 2013 and section 6 of Section 124 of the Companies Act, 2013.

EMPLOYEE’S STOCK OPTION SCHEME

There were no stock options given by the Company during the financial year 2024-25.

CEO/CFO CERTIFICATION

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 the certification by the Chief Executive Officer and Chief Financial Officer on the financial statements and Internal
Controls relating to financial reporting is annexed as “Annexure- E” to this Report.

MISCELLANEOUS

• There has been no change in the nature of business of the Company;

• The Company does not have any shares with differential rights.;

• During the year, your Company has not issued any sweat equity shares. Therefore, no disclosures as required
under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014;

• During the year under Report, no funds were raised through preferential allotment or qualified institutional
placement.

• There were no material changes or commitments occurred between and at the end of financial year, which may
affect the financial position of the company or may require disclosure.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going

concern status and Company''s operations in future except;

However Company has received order under section 206(4) of Companies Act, 2013 in financial year 2023-24, from
Ministry of Corporate Affairs - Mumbai for furnishing of information for F.Y 2015-16 and 2016-17 for Violation of
various sections under the Companies Act 2013. In this regards Company has furnished suitable replies to the said
office and is also in view of filing Compounding application suo-moto for various sections of the Companies Act 2013.

During the period under review, the Company has filed with the Registrar of Companies (“ROC”), Mumbai
compounding application under section 203(4) for failing to appoint Company Secretary in Form GNL-1 on 15th May,
2024 and another compounding application was filed on 31st July, 2024 under section 158 for not mentioning DIN
Number of directors under Financial Statement. Further no communication has been received from Ministry of
Corporate Affairs (MCA) in either matter till now.

• During the year under Report, no funds were raised through employee stock option scheme and employee stock
purchase scheme.

• During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code,
2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard
is not applicable.

• The Company has received summons on 22nd March 2024 and on 30th March 2024 from Court in Vadodara, Gujarat
for Physical appearance on the land grabbing case filed by Zebar Realty LLP, for forceful occupation of the property
by ‘Mira Education Trust'', who runs ‘Tree House High School'' on Zebar''s property which was sold to ‘Zebar Realty
LLP'' by ‘Tree House Education & Accessories Limited'' in the financial year 2022-23.

An FIR was filed on 26.02.2025 against company, its Managing Director, Directors and KMPs. by Vadodara
Detection of Crime Branch on the orders of the Land Grabbing Committee, Vadodara, relating to a dispute of a
property sold by the company in Vadodara. Further on 02.03.2025 2 Independent Directors were arrested by
Vadodara Crime branch from Mumbai. On 03.03.2025 Special Criminal Application (SCRA) No 3449 of 2025 was
filed before Gujarat high Court by the company and its directors/KMPS. On 10.03.2025 regular bail was granted by
Special Court, Vadodara City to both the arrested directors and said directors were released. On 10.03.2025
Anticipatory Bail was granted by Special Court, Vadodara to Independent Directors. On 20.03.2025 Anticipatory Bail
was granted by Special Court, Vadodara to Executive directors and the company secretary.

Further Hon. High Court of Gujarat by its order dated 20.03.2025 (received by Company on 21.03.2025) in SCRA No
3449 of 2025 has granted interim relief to the company and its officers restraining the police authorities from taking
coercive action and not to file any charge sheet without the prior permission of the Gujarat High Court and thus
admitted the Company''s petition for final hearing.

ACKNOWLEDGEMENT

Your Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the
shareholders, investors, bankers, customers, business partners, vendors, financial institutions, regulatory, government
authorities and other stakeholders for the continued enthusiasm, total commitment, dedicated efforts of the executives
and employees of the Company at all levels during the year under review.

The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the
Company and its management.

The Directors also thank the Government of India, Governments of various states in India and concerned Government
departments and agencies for their co-operation.

For and on behalf of the Board
Tree House Education and Accessories Limited

Rajesh Bhatia
Managing Director & CEO
(DIN:00074393)

Date: July 23, 2025
Place: Mumbai.

---

Mar 31, 2024

The Directors have pleasure in presenting the integrated 18th Annual Report of Tree House Education and Accessories Limited (“the Company”) along with the Audited Financial Statements (Consolidated and Standalone) of your Company for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (‘the Act'') read with Companies (Accounts) Rules, 2014. The financial statements for the financial year ended 31st March, 2024 as well as comparative figures for the year ended 31st March, 2023 are Ind AS compliant.

The Financial highlights of your Company for the financial year ended March 31,2024 as is summarized below:

	(Rs. In Lakhs)
	Particulars	Standalone		Consolidated
		2023-24	2022-23	2023-24	2022-23
	Total Revenue	890	1,103	890	1,103
	Expenditures excluding depreciation	794	2,238	794	2,238
	Profit before Depreciation and Tax	96	(1,135)	96	(1,135)
	Depreciation	78	3,883	78	3,883
	Net Profit Before exceptional Items and Tax	18	(5,018)	18	(5,018)
	Share of net profit/(loss) of associates and joint ventures accounted for using the equity method	(3)	Nil	(7)	Nil
	Exceptional Items	0	(191)	0	(191)
	Net Profit Before Tax	15	(5,209)	11	(5,209)
	Provision for Tax	(389)	743	(389)	743
	Profit after Tax	(374)	(4,466)	(378)	(4,466)
	Appropriations:
	Proposed Dividend on equity Shares	Nil	Nil	Nil	Nil
	Tax on Dividend	Nil	Nil	Nil	Nil
	Balance Carried to Balance Sheet	(374)	(4,466)	(378)	(4,466)
	Paid up Share Capital	4,231	4,231	4,231	4,231
	Reserves & Surplus (excluding revaluation reserve)	16,899	17,273	17,230	17,608
	*previous year figures have been regrouped/rearranged wherever necessary.

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

On Standalone basis, the Company has generated revenue from operations of Rs. 817 Lakhs for the current Financial Year as compared to Rs. 1,005 Lakhs in the Previous Year. The Net Loss for the current Financial Year decreased to Rs. 374 Lakhs as against Rs. 4,466 lakhs as reported in the Previous Year.

In accordance with the provisions contained in section 136 of the Companies Act, 2013 (“the Act”), the Annual Report of the Company, containing Notice of the Annual General Meeting, Consolidated and Standalone Financial Statements, Report of the Auditor''s and Board of Directors'' thereon are available on the website of the Company at www.treehouseplaygroup.net Further, a detailed analysis of Company''s performance is included in the Management Discussion and Analysis Report (“MDAR”), which forms part of this Annual report. The Consolidated and Standalone Financial Statements of the Company for the F.Y. ended 31st March, 2024 have been prepared in accordance with applicable Indian Accounting Standards and the relevant provisions of the Act.

RESERVES AND SURPLUS

The Company has not transferred any amount to the General Reserves for the financial year ended March 31,2024. The closing balance of the retained earnings of the Company for F.Y. 2023-24, after all appropriation and adjustments is Rs. (29,889) lakhs Previous year Rs. (29,515) lakhs.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your company does not have any subsidiary company and joint ventures. However, the Company has one associate Company viz., JT Infrastructure Private Limited .

Company has invested in Aaviv Tutorials LLP representing 51% of the capital of LLP, the details of the same is provided under note no. 4 of financial statements.

Further the report on the performance, financial position and overall contribution to company''s profitability of the associate company and salient features of the financial statements in the prescribed Form AOC-1 is marked and annexed as “Annexure A” to this report.

DIVIDEND

Due to lack of free reserves, the board does not recommend any dividend on the equity shares of the Company for the year under review.

SHARE CAPITAL

During the year under review, no changes took place in the Share Capital of the Company. The issued, subscribed and paid up Equity Share Capital of the Company as on 31st March, 2024 is INR 423,107,240 (Indian Rupees Forty two crores, thirty one lacs, seven thousand two hundred and forty only) comprising of 42,310,724 Equity Shares of Rs. 10 / each. During the year under review, your Company has not issued further shares to the members or general public. Your Company''s Equity Shares are listed on BSE Limited (BSE), National Stock Exchange (NSE) and Metropolitan Stock Exchange of India Limited (MCX-SX).

INTERNAL FINANCIAL CONTROLS

Your Company''s Internal Financial Control systems are robust, comprehensive and commensurate with the nature, size, scale and complexity of its business. The system covers all major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company''s risk management with regard to the internal control framework.

The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business, adherence to the Company''s policies, prevention and detection of frauds and errors, accuracy and completeness of records and timely preparation of reliable financial information.

The Audit Committee actively reviews adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the business dynamics, if necessary. The Audit Committee also meets the Company''s Statutory Auditors to ascertain their views on the Financial Statements, including the financial reporting system and compliance of accounting policies and procedures followed by your Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The Company has not given loans or given guarantees or provided securities. Further, the details of the investments made during the year under review are provided under Note No. 4 of the Financial Statements.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)© read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2024 and confirm that:

a) The Financial Statements of the Company for the year ended March 31,2024, have been prepared on a going concern basis following applicable Indian accounting standards and that no material departure have been made from the same;

b) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Indian accounting standards, have been followed along with proper explanation relating to material departures;

c) Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at March 31,2024 and of the profits and loss of the company for financial year ended March 31,2024.

d) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws in place and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company''s Board comprises of mixture of executive and non-executive directors with considerable experience and expertise in various fields and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of this report.

The list of Directors & Key Managerial Personnel''s of the Company during the financial year ending March 31,2024 are as follows:

1. Mr. Rajesh Bhatia (DIN: 00074393), Managing Director (MD) & Chairman.

2. Ms. Nidhi Grover(DIN: 08792362) Non-Executive Independent Woman Director.

3. Mr. Milin Ramani (DIN: 07697636) Non-Executive Independent Director.

4. Mr. Dipen Shah (DIN: 07600611) Non-Executive Non-Independent Director.

5. Mr. Sanjay Doshi (DIN: 00004274) Non-Executive Independent Director.

6. Mr. Navin Kumar Bhandaradamane (DIN: 01664259) Executive Director.

7. Mr. Rajesh Bhatia (PAN: AAHPB9438N), Chief Executive Officer (CEO).

8. Mr. Navin Kumar Mane (PAN: ATBPK9664Q), Chief Financial Officer (CFO).

9. Ms. Guddi Bajpai (PAN: AWYPB2768G), Company Secretary & Compliance Officer.

a) Changes in Directors and Key Managerial Personnel’s:

During the year under review, the following changes took place in the directors and key managerial personnel''s;

1. Ms. Divya Padhiyar (DIN: 08598655), ceased to be a director of the Company w.e.f. 08.08.2023.

2. On recommendation of the Nomination and Remuneration Committee, Mr. Sanjay Doshi (DIN: 00004274) was appointed as Non-Executive Independent Director of the Company w.e.f. 25.08.2023. He was regularised as Non-Executive Independent Director of the Company on September 23, 2023 by members in 17th Annual general meeting.

3. On recommendation of the Nomination and Remuneration Committee, Mr. Navin Kumar Bhandaradamane (DIN: 01664259) was appointed as Additional Executive Director of the Company w.e.f. 12.01.2024. Further, he was regularised as an Executive Director of the Company on March 16, 2024 through postal ballot.

4. Mr. Jugal Shah (DIN: 08334114), ceased to be a director of the Company w.e.f. 31.01.2024.

Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mr. Dipen Shah (DIN 07600611) Non-Executive Non-Independent Director, of the Company is liable to retire by rotation at an ensuing Annual General Meeting and being eligible has offered himself for re-appointment. A brief resume, nature of experience in specific functional areas, names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Regulation 17 of the Listing Regulations, 2015, is provided in the notes to Notice of the AGM. The Board of Directors of your Company recommended the appointment.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the Companies Act, 2013. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

b) Declaration by Independent Director(s)

The Company has received the necessary declarations from all the Independent Directors under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs (“IICA”). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

Furthermore, skills/expertise/competence of each independent director in specific functional areas and names of the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under specified regulation of the SEBI Listing Regulations is given in the Corporate Governance Report which is forming part of this Report.

c) Annual Evaluation of the Board

Evaluation of the directors is done on an annual basis. The process is led by the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting, challenging situations, performing leadership role, and effective functioning of the Board. The evaluation process also involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors and also considers the time spent by each of the directors, accomplishment of specific responsibilities and expertise, conflict of interest, integrity of director, active participation and contribution during discussions.

d) Policy on directors’ appointment and remuneration and other details

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act can be assessed on the link.

https://primeinfobase.in/z TREEHOUSE/files/Treehouse Terms ConditionsofID 300914.PDF

e) Familiarisation Programme For Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company, the industry in which it operates, business model, etc. through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. Details of the familiarization program on cumulative basis are available on the Company''s website at

https://primeinfobase.in/z TREEHOUSE/files/TREEHOUSE Policy FAMILIARIZATION PROGRAMME ID.pdf BOARD MEETING AND BOARD COMMITTEES

The details of Board Meetings held during the year, attendance of the directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report which forms part of this report. The gap between these meetings was within the period prescribed under the Act and Listing Regulations, 2015.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Your Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Statutory Auditor confirming compliance conditions, forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report. It provides information about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company''s various

businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2023-24.

DISCLOSURES RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL’S AND PARTICULARS OF EMPLOYEES.

Disclosure of the ratio to the remuneration of each director to the median employee''s remuneration and other details required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as “Annexure B”.

PARTICULARS OF EMPLOYEES:

During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS

a) Statutory Auditors

The Statutory Auditors M/s. Rakesh Soni & Co., Chartered Accountants having Registration No 114625W, was appointed in 16th Annual General Meeting to hold office from the conclusion of 16th Annual General Meeting for a term of consecutive five years till conclusion of 21st Annual General Meeting.

The Statutory Auditors M/s. Rakesh Soni & Co. have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

Auditors’ Report

The Independent Auditors'' Report of M/s. Rakesh Soni & Co., on the Financial Statements of the Company for the Financial Year 2023-24 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Rakesh Soni & Co. in their Report dated May 03, 2024. Further, the Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013. However following are the explanations for their observations:

Explanation on observation made by the Statutory Auditor:

1. Confirmation letters:

The company has sent the confirmation letters to all the debtors and creditors as confirmed by the auditors and majority of the debtors/creditors have confirmed the same. Further these outstanding amounts are due to normal cource of business and payments/recovery have been done during the financial year 2024-25.

2. Appeal filed by Mr. Rajesh Bhatia & Anr. (Promoters of the Company) before Securities Appellate Tribunal (“SAT”): The matter is pending for hearing in the honourable Securities Appellate Tribunal (“SAT”)

3. Arbitration against Janodhar Sikhshan Prasarak Mandal and others:

The company has received order in its favour on January 11, 2021 wherein the company shall receive compensation from the Respondents. The company continues to pursue legal options for recovery of proceeds as per the order.

4. Forensic Audit of the Company by EOW :

The company has submitted replies and documents for all the queries of EOW. The outcome of forensic audit by EOW is awaited.

5. Letter received from Educational Trust Vidya Bharti Samiti on services:

The Company has received a letter from the Educational Trust Vidya Bharti Samiti, showing the dissatisfaction of service provided to them. In response, The Company has invoked the arbitration clause contained in the agreement for which the Hon Bombay High Court has appointed a Sole Arbitrator to resolve the case.

6. Mira Education Trust has filed Civil Suit before the Hon Vadordra Civil Judge (CD) against Zebar Realty LLP in which company has also been named as defendant:

The trust is seeking specific performance of lease agreement against Zebar realty LLP and Company is named as defendant.

7. There was an ongoing arbitration matter between the Company and its franchisee Warren Connor (“Respondent”) for non-payment of royalty fees in which the company has received an award in its favour wherein the company shall receive compensation from the Respondent:

The company continues to pursue legal options for recovery of proceeds as per the order.

8. The Company has received summons from Court in Vadodhara, Gujarat for Physical appearance on the case filed by Zebar Realty LLP, for forceful occupation of the property by ‘Mira Education Trust'', who runs ‘Tree House High School'' on his property which was sold to his firm ‘Zebar Realty LLP'' by ‘Tree House Education and Accessories Limited'' in the financial year 2022-23:

After seeking legal opinion, the company is of the opinion that it has performed all its obligations under the sale deed dated 28-February-2023 with Zebar Realty LLP. The case is now pending for hearing.

b) Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Kaushal Doshi & Associates, Practicing Company Secretaries (C.P No. 13143) to conduct the Secretarial Audit of the Company for the financial year ended March 31,2024.

Secretarial Audit Report for the financial year ended 31st March, 2024 issued by M/s Kaushal Doshi & Associates Company Secretaries in Form MR-3 forms part to this report - as “Annexure C”. The qualifications/ observations, made by M/s Kaushal Doshi & Associates in their Report, are self-explanatory.

c) Cost Auditors

Provisions of section 148 doesn''t attract to the Company as Company doesn''t fall under the criteria of the said section.

Cost Audit Report for the year ended 31st March 2023 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2024 the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors.

d) Internal Auditor:

M/s. Dharmesh Parekh & Associates., Practicing Chartered Accountant, Mumbai performed the duties of internal auditors of the company for the Financial Year 2023-24 and their report is reviewed by the audit committee from time to time.

ANNUALRETURN

Pursuant to provision of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for F.Y. 2023-24 is available on Company''s website of the Company and can be accessed at

https://www.primeinfobase.in/ir download/PPN AnnualReports/TREEHOUSE Draft Annual Return FY-2023-24.zip RELATED PARTY TRANSACTIONS

All the transactions with Related Parties are placed before the Audit Committee and are also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on arm''s length basis, in the ordinary course of business and in accordance with the provisions of section 188 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, 2015. However, during the financial year ended on 31st March, 2024 the Company has not entered into any material related party transactions under the SEBI Listing Regulations, 2015 read with section 188 of the Companies Act, 2013; therefore Form AOC-2 does not form part of this report.

The details of the related party transactions entered as required under “Ind. As -24” are set out in Note No. 31 to the standalone financial statements forming part of this Annual Report.

The Policy on related party transactions may be accessed on the Company''s website at a link: https://primeinfobase.in/z TreeHouse/pdf-files/TREEHOUSE POLICY ON RELATED PARTY TRANSACTION Policy.pdf

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company''s website at https://primeinfobase.in/z TreeHouse/pdf-files/TREEHOUSE Policy for determining Material Subsidiary ies .pdf , presently there is no material subsidiary company.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

In Compliance with the provisions of section 177(9) of the Companies Act, 2013 read with Regulation 22 of the SEBI Listing Regulations, the Company has adopted a vigil mechanism/Whistle Blower Policy. The Company''s vigil mechanism/Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any and to promote reporting of any unethical or improper practice or violation of the Company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company''s code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal.

The Policy on Vigil Mechanism & Whistle Blower may be accessed on the Company''s website at a https://primeinfobase.in/z TREEHOUSE/files/Treehouse WhistleBlowerPolicy Revised 14022016.pdf

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and brief view of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an independent internal control system which is commensurate with the size and scale of the Company. The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The processes and controls are reviewed periodically. It evaluates the adequacy of all internal controls and processes and ensures strict adherence to clearly laid down processes and procedures as well as to prescribe regulatory and legal framework. The Internal Auditors are mandated to carry out periodical audit and report on areas of noncompliances / weaknesses. Corrective actions in case of reported deficiencies, if any, are taken actively to further strengthen the internal control systems. These reports are reviewed by the Audit Committee of the Board of Directors for follow-up action and instructions are issued for taking necessary measures. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not come under the purview of the provisions of section 135 of the Companies Act, 2013 read with the rules prescribed therein relating to Corporate Social Responsibility.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The operations of the Company are entirely service based and the Company is non-energy intensive organization. Conservation of energy and technology absorption information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

The Directors wish to place on record their appreciation and acknowledgment of the efforts and dedication and contributions made by employees at all levels during the year under review. The Company continues to focus on attracting new talent & help them to acquire new skills, explore new roles and realize their potential.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also filed its Annual Report as required under the said Act. The Company has a qualified Internal Committee, who along with the external member review the policy and framework on a regular basis.

COMPLIANCE OF ACCOUNTING STANDARD:

As per requirements of Listing Regulations, 2015 and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There are no funds or shares lying with the Company to be transferred to IEPF account In accordance with Section 125 of the Companies Act, 2013 and section 6 of Section 124 of the Companies Act, 2013.

EMPLOYEE’S STOCK OPTION SCHEME

There were no stock options given by the Company during the financial year 2023-24. All the available stock options have lapsed on 11th September 2019.

CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Chief Executive Officer and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting is annexed as “Annexure D” to this Report.

MISCELLANEOUS

• There has been no change in the nature of business of the Company;

• The Company does not have any shares with differential rights.;

• During the year, your Company has not issued any sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014;

• During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.

• There were no material changes or commitments occurred between and at the end of financial year, which may affect the financial position of the company or may require disclosure.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

However Company has received order under section 206(4) of Companies Act, 2013 from Ministry of Corporate Affairs - Mumbai for furnishing of information for F.Y. 2015-16 and 2016-17 for Violation of various sections under the Companies Act 2013. In this regards Company has furnished suitable replies to the said office and is also in process of filing Compounding application suo-moto for various sections of the Companies Act 2013.

• During the year under Report, no funds were raised through employee stock option scheme and employee stock purchase scheme.

• During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

ACKNOWLEDGMENT

Your Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the shareholders, investors, bankers, customers, business partners, vendors, financial institutions, regulatory, government authorities and other stakeholders for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels during the year under review.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation.

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Mar 31, 2016

Dear Members,

The directors take great pleasure in presenting the Tenth Annual Report of our company and Company’s Audited financials for the financial year ended March 31,2016.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31,2016 is summarized below:

Particulars		Rs. In lacs
	2015-16	2014-15
Total Revenue	21,942	21,460
Expenditures excluding depreciation
Profit before Depreciation and Tax	5,978	11,155
Depreciation	4,483	2,682
Net Profit Before Tax	1,623	8,473
Provision for Tax	946	2,386
Profit after Tax	677	6,087
Appropriations:
Proposed Dividend on equity Shares	Nil	846
Tax on Dividend	Nil	169
Balance Carried to Balance Sheet	677	5,072
Paid up Share Capital	4,231	4,231
Reserves & Surplus	61,239	60,241
*previous year figures have been regrouped/rearranged wherever necessary.

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

During the year under review, the Company’s performance has been muted and recorded a total Income of INR 21,942 lacs as against INR21.460 lacs in the previous year registering a growth of 2.25%.

The profit after tax was lower by 88.87 % compared with the previous year. The profit after tax for the year under review was INR 677 lacs as against INR 6,087 lacs in the previous year.

Your Directors are reviewing the business growth aspects and putting efforts to improve profitability by closing down unprofitable or lagging pre-school centers. Also working on aggressively to reduce cost and run the business efficiently to deliver better performance.

During the year your Company has opened 116 self-operated pre-school centers and 2 franchisees of pre-schools. Also as part of restructuring 85 nos. of self-operated pre-school centre’s were closed down, thus effectively only 536 preschool self-operated centre’s were operational as on 31^st March 2016. The Company now operates in 96 cities on Pan India basis.

There are no significant and /or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of future operations of the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Your company has two Joint Venture/Associate Companies viz., JT Infrastructure Private Limited and Mehta Tree House Infrastructure Private Limited.

The particulars of Joint Venture/Associate Companies as on March 31,2016 have been included inform MGT-9 which is part of this report.

Further, the report on the performance and financial position of each of the subsidiaries, associates and joint ventures and salient features of the financial statements in the prescribed Form AOC-1 is marked and annexed as “Annexure A” to this report.

PERFORMANCE AND FINANCIAL POSITION OF JOINT VENTURE/ASSOCIATE COMPANIES

As required by Accounting Standard-21 (AS-21) issued by the Institute of Chartered Accountants of India, the Company’s consolidated financial statements included in this Annual Report incorporate the accounts of its Joint Venture/Associate Companies being the consolidating entities. A summary of key financials of the Company’s Joint Venture/ Associate Companies is also included in this report.

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current year’s profit ploughed back into the operations and hence no dividend recommended for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st. March, 2016 was INR 423,107,240 (Indian Rupees Forty two crores, thirty one lacs, seven thousand two hundred and forty only) comprising of 42,310,724 Equity Shares of Rs. 10 /each. As on 31st. March, 2015 the Equity Share Capital of the Company was INR 423,107,240 and there has been no change in the share capital during the reporting period ended 31st. March, 2016.

INTERNAL FINANCIAL CONTROLS

The Board of directors has laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business and the said internal financial controls are adequate and are operating effectively. Internal Audits are regularly carried out to review the internal financial controls and the Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security is not applicable to your company since no transactions of such nature has been undertaken or entered into by your company.

BOARD AND BOARD COMMITTEES

The details of Board Meetings held during the year, attendance of the directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, in relation to the Audited Financial Statements for the Financial Year 2015-16, your Directors confirm that:

a) The Financial Statements of the Company- Comprising of Balance sheets at March, 31 2016 and the statement of Profit and Loss for year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departure have been made from the same;

b) In the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed along with proper explanation relating to material departures;

c) rectors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at March 31,2016 and of the profits and loss of the company for financial year ended March 31,2016.

d) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

e) Requisite internal financial controls laid down and that financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws in place and that such systems were adequate and operating effectively.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Your Company’s Board comprises of mix of executive and non-executive directors with considerable experience and expertise in various fields and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of this report.

The list of Directors & key managerial person of the Company as on March 31,2016 are as follows:

1. Mr. Rajesh Bhatia (DIN: 00074393), Managing Director

2. Mr. Vishal Shah (DIN:01153074), Executive Director

3. Mrs.Geeta Bhatia (DIN: 00074444), Non-Executive Woman Director

4. Mr.T.S. Sarangpani (DIN: 01453050), Independent Director

5. Mr.Parantap Dave (DIN: 00019472), Independent Director

6. Mr.Sanjay Shah (PAN:AAVPS8852P), Chief Financial Officer (w.e.f. August 05,2015)

a) Changes in Directors and Key Managerial Personnel:

Since the last report, the following changes took place in the Board of Directors and the Key Managerial Personnel of the Company:

1. Mr.Ashu Garg (DIN: 01980048) resigned as director of the company w.e.f. 27th May, 2015;

2. Mr. Rishi Mavani (DIN:01758427) resigned as director of the Company w.e.f. 3rd December, 2015;

3. Mr.Sanjaya Kulkarni (DIN: 00102575) resigned as director of the Company w.e.f. 4th February, 2016;

4. Mr. Sanjay Shah (PAN: AAVPS8852P) was appointed as Chief Financial Officer of the company w.e.f. 5th August, 2015 in place of Mr.Utsav Shrivastava (PAN: AQGPS7669M);

5. Mr. Ram Kumar Gupta (DIN: 07356532) and Mr. Chanakya Dhanda (DIN: 02709047) appointed as Independent Director of the Company w.e.f. 29th May, 2016.

6. Mr. T.S. Sarangpani (DIN: 01453050)resigned as director of the Company w.e.f. 2nd June, 2016

7. Mr. Vishal Shah (DIN: 01153074) and Mr. Parantap Dave (DIN: 00019472 resigned as director of the Company w.e.f. 28th July, 2016

8. Mr. Hardik Desai (PAN: ASEPD1731D) was appointed as Company Secretary of the Company w.e.f. 27th May, 2015 in place of Ms.Pooja Bhimjiyani (PAN: AQJPB2460J). Subsequently, Mr.Hardik Desai (PAN:ASEPD1731D) also resigned from the post of Company Secretary w.e.f. 18th March, 2016. Hence, company is in the process of finding suitable candidate for the post of Company Secretary.

Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mrs. Geeta Bhatia, Director of the Company is liable to retire by rotation at an ensuing Annual General Meeting and, being eligible has offered himself for re-appointment.

The Board has recommended for the same. Details about the directors being appointment / re-appointed are given in the Notice of the 10thAnnual General Meeting being sent to the members along with the Annual Report.

b) Declaration by Independent Director(s)

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 and there is no change in the circumstances as on the date of this report which may affect their respective status as an independent director.

Furthermore, A brief profile of each of these Independent Directors, nature of their expertise in specific functional areas and names of the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under specified regulation of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulation, 2015 (“the listing regulation”) is given in the Corporate Governance Report which is forming part of this Report. The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and prescribed regulation of the Listing regulation.

Pursuant to the provision of Section 161 of the Companies Act, 2013, read with the relevant provision in the Articles of Association, Mr.Chanakya Dhanda and Mr. Ram Kumar Gupta were appointed as Additional Director’s by the Board of Directors of the Company with effect from May, 29, 2016and both of the directors shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing in writing under Section 160 of the Companies Act, 2013 from a member proposing Mr.Chanakya Dhanda and Mr. Ram Kumar Gupta for appointment as Independent Director’s respectively. A brief profile of Mr.Chanakya Dhanda and Mr. Ram Kumar Gupta, nature of their expertise in specific functional areas and names of the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under respective regulations of the Listing regulation is forming part of this Report.

c) Annual Evaluation of the Board

Evaluation of the directors is done on an annual basis. The process is led by the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within, and effective functioning of the Board. The evaluation process also involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors and also considers the time spent by each of the directors, accomplishment of specific responsibilities and expertise, conflict of interest, integrity of director, active participation and contribution during discussions.

d) Policy on directors ‘appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

e) Familiarization Programme For Independent Directors

Independent Directors are familiarized with their roles, rights and responsibilities in the Bank as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

CORPORATE GOVERNANCE

In Compliance with the provisions of Regulation 34 of the Listing Regulation, a separate report on Corporate Governance along with the certificate from the Auditors on its compliance forms an integral part of this Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT (MDAR)

A detailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

DISCLOSURES RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Disclosure of the ratio to the remuneration of each director to the median employee’s remuneration and other details required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as “Annexure B”.

EMPLOYEE’S STOCK OPTION SCHEME

Details as required under Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and as required to be provided under the Securities and Exchange Board of Indian Guidelines as on March 31,2015are set out in “Annexure C“

AUDITORS a) Statutory Auditors

Your Company has appointed M/s Agarwal & Associates, Chartered Accountants, Mumbai (having firm registration number 323210E) in Ninth Annual General Meeting for a period of Five consecutive years subject to ratification by members at an every annual general meeting.

Your Company has received an eligibility certificate from M/s Agarwal & Associates, Chartered Accountants, Mumbai (having firm registration number 323210E), Statutory Auditors under Section 141 of the Companies Act, 2013, for ratification in their appointment. The Board discussed the same and directed to place the matter relating to ratification in their appointment by members at an ensuing Annual General Meeting.

Auditors Observations:

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, has appointed Mihen Halani &Associates, Practicing Secretaries to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2016. The Secretarial Audit Report is annexed herewith as Annexure-D. The qualification’s provided in the report are self explanatory.

The Board has also appointed Mihen Halani & Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2016-17.

c) Cost Auditors

The Board of Directors had appointed M/s Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of your Company for the financial year 2015-16 to conduct the audit of the cost records of your Company.

Pursuant to Section 148 and other applicable provisions, if any of the Companies Act, 2013 read with Companies ( Cost record and Audit) Rules, 2014, the Board of Directors of your Company has appointed M/s Kishore Bhatia & Associates, Cost Accountants as the Cost Auditor for the financial year 2016-17 on the recommendations made by the Audit committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding INR 75,000 (Rupees Seventy Five Thousand Only) excluding taxes and out of pocket expenses, if any. Your directors recommend approval of said remuneration to the Cost Auditors of the Company.

Your company has received consent from M/s Kishore Bhatia & Associates, Cost Accountants, to act as the Cost Auditor of your company for the financial year 2016-17 along with certificate confirming their Independence.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as “Annexure E” to this report.

RELATED PARTY TRANSACTIONS

During the Financial Year 2015-16 your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms’ length basis and in accordance with the provisions of the Companies Act, 2013, and Rules issued there under and clause 49 of the Listing Agreement or Regulation 23 of the Listing regulation. During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions under the Listing Agreement and the listing regulation.

The details of the related party transactions as required under Accounting Standard-18 are set out in Note Nos. 2.28 to the standalone financial statements forming part of this Annual Report. The Policy on related party transactions may be accessed on the Company’s website at a link:

https://www.nseprimeir.com/z_TreeHouse/pdfTiles/TREEHOUSE_POLICY_ON_RELATED_PARTY_TRANSACTION_Policy.pdf

VIGIL MECHANISM & WHISTLE BLOWER POLICY:

The Board has approved and adopted Vigil Mechanism that provides a formal mechanism for all Directors and employees of the Company to approach the Chairman of the Audit Committee of the Board and make protective disclosures about the unethical behavior, actual or suspected fraud. The Vigil Mechanism comprises the Whistle Blower Policy which requires every Director or employee to promptly report to the Management any actual or possible violation of the Code or any event wherein he or she becomes aware of that which could affect the business or reputation of the Company. Under the Policy, every Director or employee of the Company has an assured access to the Chairman of the Audit Committee.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy duly approved by Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess monitor and mitigate various risks to key business objectives.

INTERNAL CONTROL AND ITS ADEQUACY

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls are regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

CEO/CFO CERTIFICATION

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on February 06,2015 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014, on the recommendations of the CSR committee. The Corporate Social Responsibility Policy may be accessed on Company’s website at a link: http://www.nseprimeir.com/z_TreeHouse/pdffiles/Treehouse_CorporateSocialResponsibilityPolicy_070215.pf

The initiatives undertaken by your Company during the financial year 2015-16 in CSR have been detailed in this Annual Report.

The Annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in “Annexure F” in this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn’t own any manufacturing facility.

However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

The details of the Outgoing Foreign Exchange during the year under review are provided in Notes to the Financial Statements as at March 31, 2016. The members are requested to refer to the said Note No. 2.34 for details in this regard.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 25,2015), with Ministry of Corporate Affairs.

MISCELLANEOUS

- Your company has not issued equity shares with differential rights as to dividend, voting or otherwise;

- Your Company did not allot any equity share as sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014;

- During the year under report, no significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company’s operations in future.;

- There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.; and

- There were no material changes and commitments occurred between the end of financial year of the company affecting the financial position of the Company.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank the government, regulatory bodies and shareholders for their consistent support and also place on record appreciation to the contribution made by Company’s staff and teachers at all levels, without whom the Company would not achieved the desired growth. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company’s growth. The Directors look forward to their continued support in future.

For and on behalf of the Board

Tree House Education and Accessories Limited

Rajesh Bhatia Geeta Bhatia

Managing Director Director

Date: July 28,2016

Place: Mumbai

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Mar 31, 2015

Dear Members,

The directors take great pleasure in presenting the Ninth Annual Report of your Company and the Company's audited financials for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The Financial performance of your Company for the year ended March 31, 2015 is summarized below:

Rs. in Lacs

Particulars 2014-2015 2013-2014

Gross Income 21,460 15,898

Profit before Depreciation and Tax 11,055 8,298

Depreciation 2,682 1,696

Net Profit Before Tax 8,373 6,602

Provision for Tax 2,286 2,210

Profit after Tax 6,087 4,392

Appropriations:

Proposed dividend on equity shares 846 558

Tax on dividend 169 95

Balance carried to balance sheet 5,072 3,739

Paid up share Capital 4,231 3,717

Reserves & Surplus 60,240 36,039

*previous year figures have been regrouped/rearranged wherever necessary.

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the year under review, the Company recorded a total income of ' 21,460 lacs as against Rs. 15,898 lacs in the previous year, registering a growth of 34.98%.

The profit after tax was also higher by 38.61% compared with the previous year. The profit after tax for the year under review was Rs. 6,087 lacs as against Rs. 4,392 lacs in the previous year.

Your Directors are continuously looking for avenues for future growth of the Company in the education sector and are geared up to address any opportunities available.

During the year your Company has opened 119 self operated pre-school and 3 franchisees of pre-schools. The Company now operates in 88 cities on pan India basis.

Management of your Company is committed towards delivering above-industry growth in revenue and profits in the coming year. We are pleased to announce our results for FY15 which show a 34.98% year-on-year growth in revenue and a 38.61% year-on-year growth in PAT for the Company. While these results are another milestone in our journey, we believe that the journey has just begun. As we gain acceptance and garner market share in city-after-city, and as the K12 schools we serve become known for their quality, the Tree House brand is becoming stronger day-by-day. We at Tree House are committed in creating a holistic Company catering to all, through both the Tree House brand and the Global champs initiative. We are committed to creating India's leading and most respected Educational services brand, which will create long term value for all its stakeholders.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2014-15 and the date of this report.

ASSOCIATE COMPANIES

During the year under review, Mehta Tree House Infrastructure Private Limited became Associate Companies of your Company.

DIVIDEND

Considering the remarkable performance during the year under review, Your Directors have recommended a higher dividend of Rs. 2/- (Rupees two only) per equity share of face value of Rs. 10/- (Rupees ten) each for the financial year 2014- 15, for the approval of the shareholders at the ensuing AGM. If approved, the dividend for the financial year 2014-15 will be Rs. 2/- (Rupees two only) per equity share of the face value of Rs. 10/- (Rupee ten only) each against the dividend of Rs.1.50 (Rupee one and paise fifty only) per equity share of the face value of Rs. 10/- (Rupee ten only) paid for the previous financial year 2013-14.

The total outflow on this account will be Rs. 101,540,760/- (Rupees ten crores, fifteen lacs, forty thousand, seven hundred and sixty only) including dividend tax. The proposed dividend, if declared shall be free of tax in the hands of the shareholders.

SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31, 2015 was Rs. 423,107,240/- (Rupees forty two crores, thirty one Lacs, seven thousand, two hundred and forty only) comprising 42,310,724 Equity Shares of Rs. 10/- each. During the year under review, the Company raised funds through issue and allotment of 4,545,454 Equity Shares at a price of Rs. 440/- (Rupees four hundred and forty only) per equity share (including a premium of Rs. 430/- {Rupees four hundred and thirty only} per equity share), aggregating to Rs. 1,999,999,760/- (Rupees one hundred and ninety nine crores, ninety nine lacs, ninety nine thousand, seven hundred and sixty only) to Qualified Institutional Buyers through Qualified Institutions Placement. The object of the issue is for expansion of companies' business activities. These equity shares ranks pari passu in all respect with the existing Equity Shares of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

BOARD AND BOARD COMMITTEES

The details of Board Meetings held during the year, attendance of the directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at March 31, 2015 and of the profit and loss of the company for financial year ended March 31, 2015;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a 'going concern' basis;

e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws in place and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2014-15, Mrs. Dimple Sanghi was appointed as Non-Executive, Non-Independent Director of your Company by the shareholders at AGM held on September 06, 2014. Further Mrs. Dimple Sanghi has tendered her resignation from the post of director w.e.f. February 05, 2015 and the same was accepted by Board of Directors at meeting held on February 06, 2015.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Sanjaya Kulkarni, Mr. Parantap Dave and Mr. T. S. Sarangpani were appointed as Independent Directors on the Board of Directors of your Company at 8th AGM of your Company held on September 06, 2014 to hold office upto 5 (five) consecutive years up to March 31, 2019.

Mr. Rajesh Bhatia, Managing Director of your Company was re-appointed for a period of 5 (five) years commencing from November 14, 2014 to November 13, 2019 by the shareholders of the Company through postal Ballot result declared on March 17, 2015.

Ms. Khusboo Kavedia was appointed as Company Secretary of the Company w.e.f April 10, 2014 and further Ms. Khusboo Kavedia has resigned from the post of Company Secretary w.e.f. August 05, 2014.

Ms. Pooja Bhimjiyani was appointed as Company Secretary of the Company w.e.f. August 05, 2014 and as the Compliance Officer of the Company w.e.f. November 14, 2014.

Mr. Rajesh Bhatia, Managing Director, Mr. Utsav Shrivastava, CFO and Mrs. Pooja Bhimjiyani, Company Secretary are the Key managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONAL AND PARTICULARS OF EMPLOYEES

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A".

The details of remuneration paid to the Directors including Executive Directors of the Company are given in Form MGT- 9 forming part of the Directors Report.

EMPLOYEE'S STOCK OPTION SCHEME

Details as required under Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 and as required to be provided under the Securities and Exchange Board of India Guidelines as on March 31, 2015 are set out in "Annexure B" to this Report. AUDITORS AND AUDITORS' REPORT

Statutory Auditors

Your Directors would like to inform you that the provision of Section 139 of the Companies Act, 2013 (hereinafter referred as Act) read with The Companies (Audit and Auditors) Rules, state as under:

"Every Company shall at its first Annual General Meeting appoint a Statutory Auditors of the Company who shall hold office from the conclusion of the meeting till the conclusion of its sixth Annual General Meeting. The tenure of the auditor shall be for period of Five Years, subject to annual ratification by the shareholders of the Company. Further, the maximum tenure a Statutory Auditor can serve will depend upon the term already served by him as the Statutory Auditor of the Company."

In order to comply with the above mentioned provisions, and for maintaining transparency and good Corporate Governance, the Audit Committee has recommended appointment of new firm of Chartered Accountants as Statutory Auditors in place of M/s Jogish Mehta & Co., Chartered Accountants at the ensuing Annual General Meeting. The Board placed on records sincere appreciation of the invaluable service rendered by M/s Jogish Mehta & Co. during their tenure as statutory auditors of the Company.

Further, the Board shall be recommending the new proposed auditors to the Company.

Auditors Observation:

Your Directors have examined the Auditors' Report on account for period ended March 31, 2015. The Auditors' Report is self- explanatory and have no qualification, observation or adverse remarks except that there has been slight delay in a few cases in making payments of statutory dues and suggestion that there is a scope for considerable improvement in so far as internal control system for sale of goods and services is concerned in light of the geographical spread of our growth.

Cost Auditors

The Board of Directors had appointed M/s Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditor of your Company for the financial year 2014-15 to conduct the audit of the cost records of your Company.

As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants as the Cost Auditor for the financial year 2015-16 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding Rs. 150,000 (Rupees One lakh and fifty thousand only) excluding taxes and out of pocket expenses, if any. Your directors recommend the approval of said remuneration to the Cost Auditors of the Company.

Your Company has received consent from M/s. Kishore Bhatia & Associates, Cost Accountants, to act as the Cost Auditor of your Company for the financial year 2015-16 along with a certificate confirming their independence.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mihen Halani, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure D" to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note No. 2.30 to the standalone financial statements forming part of this Annual Report.

The Policy on related party transactions may be accessed on the Company's website at a link: www.nseprimeir.com/z TreeHouse/pdf-files/Treehouse RelatedPartyTrasactionPolicy 300914.pdf

LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of Loans, Guarantees, Securities and Investments are given in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on February 06, 2015 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee.

The Corporate Social Responsibility Policy may be accessed on Company's website at a link: www. nseprimeir.com/z TreeHouse/pdf-files/Treehouse CorporateSocialResponsibilityPolicy 070215.pdf

The initiatives undertaken by your Company during the financial year 2014-15 in CSR have been detailed in this Annual Report.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as "Annexure E" to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn't own any manufacturing facility.

However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

The details of the outgoing Foreign Exchange during the year under review are provided in Notes to the Financial Statements as at March 31, 2015. The Members are requested to refer to the said Note No. 2.36 for details in this regard.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 06, 2014), with the Ministry of Corporate Affairs.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

Your Director further state that during the year under review, there were no cases filed pursuant to Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the government, regulatory bodies and shareholders for their consistent support and also place on record appreciation to the contribution made by Company's staff and teachers at all levels, without whom the Company would not have attained such great heights in such a short period of its business. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward to their continued support in future.

For and on behalf of the Board Tree House Education & Accessories Limited

SD/- SD/-

Rajesh Bhatia Vishal Shah Managing Director Director

Date : Mumbai Place : May 27, 2015.

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Mar 31, 2014

The Members,

The Directors are pleased to present the Eighth Annual Report of your Company together with the Audited Statement of Accounts and the Report of Auditors thereon for the financial year ended, March 31, 2014

FINANCIAL HIGHLIGHTS

Particulars 2013-2014 2012-2013 Gross Income 15,898 12,134

Profit before Depreciation & Tax 8,298 6,226

Depreciation 1,696 1,338

Net Profit Before Tax 6,602 4,888

Provision for Tax 2,210 1,554

Profit after Tax 4,392 3,334

Appropriations:

Proposed dividend on equity shares 558 450

Tax on dividend 95 73

Balance carried to balance sheet 3,739 2,811

Paid up share Capital 3,717 3,597

Reserves & Surplus 36,039 29,739



REVIEW OF OPERATIONS

- During the year under review, the Company recorded a total income of Rs. 15,898 lacs as against Rs.12,134 lacs in the previous year, registering a growth of 31.02%.

- The profit after tax was also higher by 53.85% compared with the previous year. The profit after tax for the year under review was Rs. 4,392 lacs as against Rs. 3,334 lacs a year ago.

- The total amount transfer to General Reserve is Rs. 219 lacs

Your Directors are continuously looking for avenues for future growth of the Company in the education sector and are geared up to address any opportunities available.

During the year the Company opened 86 preschools. The Company now operates in 63 cities on pan India basis.

The management at Tree House is committed towards delivering above-industry growth in revenue and profits in the coming year. We are pleased to announce our results for FY14 which show a 31.02% year-on-year growth in revenue and a 31.73% year-on-year growth in PAT for the Company. While these results are another milestone in our journey, we believe

that the journey has just begun. As we gain acceptance and garner market share in city-after-city, and as the K12 schools we serve become known for their quality, the Tree House brand is becoming stronger day-by-day. We at Tree House are committed in creating a holistic Company catering to all, through both the Tree House brand and the Global champs initiative. We are committed to creating India''s leading and most respected Educational services brand, which will create long term value for all its stakeholders.

DIVIDEND

Considering the remarkable performance during the year under review, the Board has recommended a higher dividend @ 15 % (i.e. 1.50 per equity share of face value of Rs. 10/- each) for the financial year 2013-14 as against 12.5% paid for the previous year. The dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid to those members whose names appear in the Register of Members at the end of Business hours on August 28, 2014.

The total outflow on this account will be Rs. 652 lacs including dividend tax. The proposed dividend, if declared shall be free of tax in the hands of the shareholders.

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

SHARE CAPITAL

During the year, 12,04,800 warrants of the Company were converted into 12,04,800 Equity Shares and were allotted to the promoters of the Company. All the warrants converted into equity shares are listed into respective Stock Exchanges'' except 50,900 Equity Shares for which Listing Approval is sought by the Company from BSE Limited, National Stock Exchange of India Limited (NSE) and MCX Stock Exchange limited (MCX-SX)

FIXED DEPOSITS

The Company has not accepted any deposits from the public since inception.

DIRECTORS

Prior to the coming into force of Section 149 of the Companies Act, 2013, three of the Company''s Directors, Mr. SanjayaKulkarni, Mr. T. S. Sarangpani and Mr. Parantap Dave were categorised as ndependent Directors in terms of the definition contained in the Equity Listing Agreement. The provisions of Section 149(4) of the Companies Act, 2013, pertaining to the appointment of ndependent Directors have been notified by the Ministry of Corporate Affairs with effect from April 1, 2014. Pursuant to the coming into force of Section 149 of the Companies Act, 2013, from April 1, 2014, the Company has re-assessed the status of its Directors with a view to determining their qualifying for classification as Independent Directors in terms of Section 149(6) of the Companies Act, 2013. Accordingly, Mr. Sanjaya Kulkarni, Mr. T. S. Sarangpani and Mr. Parantap Dave fulfil the criteria laid out in Section 149(6) of the Companies Act, 2013, in this regard.

Further, Section 149(10) of the Companies Act, 2013, restricts the tenure of Independent Director to two terms of up to ten years, with a single term not exceeding five years, which shall be effective from April 1, 2014. The revised Clause 49 of the Equity Listing agreement issued by Securities and Exchange Board of India (SEBI), pursuant to Circular no. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014, also contains the same provisions.

In terms of Section 149 and 152 of the Companies Act, 2013, it is proposed to re-appoint Mr. Sanjaya Kulkarni, Mr. T. S. Sarangpani and Mr. Parantap Dave as the Independent Directors on the Board of the Company for a period of 5 years i.e. till March 31, 2019. Resolutions appointing them are recommended for passing by the Members of the Company at the ensuing Annual General Meeting.

A brief profile of each of these Independent Directors, nature of their expertise in specific functional areas and names of the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange/s is given in the Corporate Governance Report forming part of the Annual Report. The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Pursuant to the provision of Section 161 of the Companies Act, 2013, read with the relevant provision in the Articles of Association, Ms. Dimple Sanghi was appointed as an Additional Director by the Board of Directors of the Company with effect from March 01,2014 and she shall be eligible to hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing in writing under Section 160 of the Companies Act, 2013 from a member proposing Ms. Dimple Sanghi for appointment as a Non-Executive Director. A brief profile of Ms. Dimple Sanghi, nature of her expertise in specific functional areas and names of the Companies in which she holds Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange/s is forming part of the Annual Report.

Pursuant to the provision of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Vishal Shah and Mr. Rishi Navani, Directors shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed that they have not been disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. A brief profile of both the Directors, nature of their expertise in specific functional areas and names of the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under clause 49 of the

Listing Agreement with the Stock Exchange/s is forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that-

1. in preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out in Schedule VI of the Companies Act, 1956, had been followed along with proper explanation relating to material departure;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of the profit of the Company for the year ended on that date;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the directors had prepared the Annual Accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

EMPLOYEE STOCK OPTION PLANS:

The Company implemented two Employee Stock Options Plans "ESOP2010"and"ESOP2012"in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines").

The applicable disclosures as stipulated under the SEB Guidelines as at March 31st, 2014 (cumulative position) with regards to the Employees'' Stock Option Scheme are provided in Annexure 1 to this Report.

The issuance of equity shares pursuant to exercise of options does not affect the statement of Profit and Loss of the Company, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable.

The Company has received a certificate from Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of the remuneration exceeding Rs. 500,000/- per month or Rs. 6,000,000/- per annum. Hence, the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are not applicable.

DEPOSITORY SYSTEM

As the Members are aware, the Company''s equity shares are compulsorily tradable in electronic form. As on March 31, 2014, out of the Company''s total equity paid-up capital comprising of 3,71,70,070 shares, only 70,903 shares were in physical form and the remaining capital is in electronic form. In view of the numerous advantages offered by the Depository system, the Members holding shares in physical form are advised to avail of the facility of dematerialization.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that Corporate Social Responsibility is not just a one-time event or contribution, but a way of life. Each day across all our centers, we fulfill our social responsibility towards our future generation by giving them proper education all across the country. In addition to this, we contribute towards society in the following manner:

Empowerment of Women: Women contribute to 98% of the talent pool of the Company. We are one of the foremost hirers of women talent across the country. Our HR policies are not only aimed at hiring good teachers, but also enabling them with skills which can take them to the next level of management. Also, our teacher training program continues to help thousands of women fulfill their dreams of becoming qualified teachers.

Creating Women Entrepreneurs: Tree House helps women who seek to open their own businesses by giving them a Tree House franchise. We have thus helped many women to achieve their goal of becoming financially self- sufficient.

Global Champs initiative: For the academic year 2013- 2014, your Company launched preschools for children

of community helpers. This has been modeled in such a way that it is self-sustainable and fulfills the twin goals of shareholder value creation and societal good. Your Company has received accolades from many quarters for this initiative.

CORPORATE GOVERNANCE

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements entered into with the Stock Exchanges, are complied with. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement and the certificate received from the Auditors of the Company confirming compliance with the conditions of Corporate Governance forms part of Annual Report

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis report for the year under review, are forming part of the Annual Report.

STATUTORY AUDITOR''S AND AUDITORS'' REPORT

M/s. Jogish Mehta & Co., Chartered Accountants, Statutory Auditor of the Company, hold office until the conclusion of the ensuing Annual General Meeting of the Company.

The Auditor has confirmed to the Company that their re- appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141(3)(g) of the said Act.

The Notes to the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comment.

CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION

The being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of particulars as required under the provisions of Section 217(l)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

In view of the nature of activities Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the government, regulatory bodies and shareholders for their consistent support and also place on record appreciation to the contribution made by Company''s staff and teachers at all levels, without whom the Company would not have attained such great heights in such a short period of its business. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company''s growth. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors of Tree House Education & Accessories Limited Sd/- Sd/- Place: Mumbai Rajesh Bhatia VishalShah Date: May 27,2014 Managing Director Director

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Mar 31, 2013

To The Members,

The Directors are pleased to present the Seventh Annual Report of your Company together with the Audited Statement of Accounts and the Report of Auditors thereon for the financial year ended, March 31, 2013.

FINANCIAL HIGHLIGHTS (Rs. Lakhs)

Particulars 2012-2013 2011-2012

Gross Income 12,134 8,109

Profit before Depreciation & Tax 6,226 3,939

Depreciation 1,338 780

Net Profit Before Tax 4,888 3,159

Provision for Tax 1,554 992

Profit after Tax 3,334 2,167

Appropriations:

- Proposed dividend on equity shares 450 337

- Tax on dividend 73 55

Balance carried to balance sheet 2,811 1,774

Paid up share Capital 3,597 3,372

Reserves & Surplus 29,739 22,267

REVIEW OF OPERATION

During the year under review, the Company recorded a total income of Rs. 12,134 Lakhs as against Rs. 8,109 Lakhs in the previous year, a jump of 49.64%. The profit after tax was also higher by 53.85% compared with the previous year. The profit after tax for the year under review was Rs. 3,334 Lakhs as against Rs. 2,167 Lakhs a year ago. Your Directors are continuously looking for avenues for future growth of the Company in the education sector and are geared up to address any opportunities available.

During the year the Company opened 77 preschools. The Company now operates in 43 cities on pan India basis.

The management at Tree House is committed towards delivering above-industry growth in revenue and profits in the coming year. We am pleased to announce our results for FY13 which show a 49.64% year-on-year growth in revenue and a 53.85% year-on-year growth in PAT for the Company. While these results are another milestone in our journey, we believe that the journey has just begun. As we gain acceptance and garner market share in city-after-city, and as the K12 schools we serve become known for their quality, the Tree House brand is becoming stronger day-by-day. We at Tree House are committed in creating a holistic Company catering to all, through both the Tree House brand and the Global champs initiative. We are committed to creating India''s leading and most respected Educational services brand, which will create long term value for all its stakeholders.

DIVIDEND

Considering the remarkable performance during the year 2012-13, your Directors have recommended a higher dividend of Rs. 1.25 per Equity Share of Rs. 10/- each (12.5%) as against 10% paid for previous year. The total outflow on this account will be Rs. 523 Lakhs including dividend tax. The proposed dividend, if declared shall be free of tax on the hands of the shareholders.

SHARE CAPITAL

During the year under review, the Company has increased its Authorised Share Capital from Rs. 35,50,00,000/- (Rupees Thirty Five Crores Fifty Lakhs Only) divided into 3,55,00,000 (Three Crores Fifty Five Lakhs) Equity Shares of Rs. 10/- each to Rs. 40,00,00,000/- (Rupees Forty Crores Only) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- each.

During the year, the Company issued 18,50,000 Equity Shares of Rs. 10/- each at a premium of Rs. 212.60 per share to various investors on preferential basis. The Company also issued 4,00,000 options at Rs. 228/- per option under its new "Employees Stock Option Plan - 2012" through trust rute.

The aforesaid newly issued shares of your Company were listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

The Company has allotted 18,00,000 warrants carrying an entitlement to subscribe to one Equity Share of the Company, in exchange of each such warrant at a future date within a period not exceeding 18 months from the date of issue of such warrants aggregating to Rs. 40,06,80,000/- (assuming full conversion of warrants into equity shares) to the promoters on a preferential basis, approved by its shareholders in the extraordinary general meeting of the Members of the Company on December 27, 2012. In this regard the warrants were allotted to the promoters and 25% application money aggregating to Rs. 10,01,70,000/- was received from them.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and to comply with the Articles of Association of the Company, Mr. T. S. Sarangpani and Mrs. Geeta Bhatia, Directors shall retire by rotation at the forthcoming Annual General Meeting. Being eligible, they have offered themselves for re-appointment.

EMPLOYEE STOCK OPTION PLANS

The Company implemented two Employee Stock Options Plans "ESOP 2010" and "ESOP 2012" in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines").

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2013 are provided in Annexure 1 to this Report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of the remuneration exceeding Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are not applicable.

AUDIT COMMITTEE

The Audit Committee of the Company presently comprises of three Directors viz. Mr. Sanjaya Kulkarni (Chairman), Mr. Rajesh Bhatia and Mr. Parantap Dave.

The Internal Auditors of the Company report directly to the Audit Committee. Brief descriptions of the terms of reference of the Audit Committee have been furnished in the Report on Corporate Governance.

STATUTORY AUDITORS

M/s Walker Chandiok & Co. Chartered Accountants, Statutory Auditors, resigned on February 13, 2013. M/s. Jogish Mehta & Co., Chartered Accountants, was the sole auditors.

M/s. Jogish Mehta & Co., Chartered Accountants, shall retire at the forthcoming Annual General Meeting. They are eligible for re-appointment.

AUDITORS'' REPORT

The Notes to the Accounts provides suitable explanations to the observations made by the auditors in their report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(INR)

Particulars Current Year Previous Year

Foreign Exchange Earning: NIL NIL

Foreign Exchange Outgo:

Consultancy fees 489,690 NIL

Travelling charges 211,062 NIL

CORPORATE GOVERNANCE

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements entered into with the Stock Exchanges, are complied with. A separate report on Corporate Governance is enclosed as a part of the Annual Report.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Corporate Governance Report and Management Discussion & Analysis Report for the financial year under review are set out in a separate section forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that-

1. in preparation of the Annual Accounts for the year 2012-2013 the applicable accounting standards have been followed and there are no material departures;

2. they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. they have prepared the Annual Accounts for the financial year ended March 31, 2013 on a going concern basis.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange India Limited (NSE). The Listing fee for the year 2013 -14 has already been paid.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that Corporate Social Responsibility is not just a one-time event or contribution, but a way of life. Each day across all our centers, we fulfill our social responsibility towards our future generation by giving them proper education all across the country. In addition to this, we contribute towards society in the following manner :

Empowerment of Women : Women contribute to 98% of the talent pool of the Company. We are one of the foremost hirers of women talent across the country. Our HR policies are not only aimed at hiring good teachers, but also enabling them with skills which can take them to the next level of management. Also, our teacher training program continues to help thousands of women fulfill their dreams of becoming qualified teachers.

Creating Women Entrepreneurs : Tree House helps women who seek to open their own businesses by giving them a Tree House franchise. We have thus helped many women to achieve their goal of becoming financially self sufficient.

Global Champs initiative : For the academic year 2013-2014, your Company launched preschools for children of community helpers. This has been modeled in such a way that it is self-sustainable and fulfills the twin goals of shareholder value creation and societal good. Your Company has received accolades from many quarters for this initiative.

ACKNOWLEDGEMENTS

The Directors thank all government, regulatory bodies and shareholders for their consistent support and also place on record appreciation to the contribution made by Company''s staff and teachers at all levels, without whom the Company would not have attained such great heights in such a short period of its business. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company''s growth. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Sd/- Sd/-

Rajesh Bhatia Vishal Shah

Place: Mumbai Managing Director Director

Date: May 27, 2013

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Mar 31, 2012

The Directors are pleased to present the sixth Annual Report of your Company together with the Audited Statement of Accounts and the Report of the Auditors' thereon for the financial year ended, March 31, 2012. The summarised financial results are as under:

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2011-2012 2010-2011

Gross Income 8,109 4,115

Profit before Depreciation & Tax 3,938 1,758

Depreciation 780 396

Net Profit Before Tax 3,158 1,362

Provision for Tax 992 443

Profit after Tax 2,166 919

Appropriations:

Proposed dividend on equity shares 337 -

Tax on dividend 55 -

Balance carried to balance sheet 1775 919

Paid up share Capital 3,371 2,402

Reserves & Surplus 22,267 9,862

REVIEW OF OPERATION

During the year under review, the Company has achieved an aggregate income of Rs. 8,109 Lakhs, which is an increase of 97.1% as compared to Rs. 4,115 Lakhs in the previous year. The profit after tax has increased to Rs. 2,166 Lakhs, which is an increase of 135.7% from Rs. 919 Lakhs in the previous year. Your Directors are continuously looking for avenues for future growth of the Company in the education sector and are geared up to grab any opportunities available.

During the year the Company opened 130 preschools, and now operates in 37 cities in all over India.

DIVIDEND

Considering the good performance during the year 2011-12, your Directors have recommended a maiden dividend of Rs. 1/- per Equity Share of Rs. 10/- each (10%) for the year under review. The proposed dividend, if approved, shall be payable to the Shareholders and beneficial owners as per the details furnished by NSDL and CDSL, determined with reference to the book closure dates from July 31, 2012 to August 07, 2012 (both days inclusive).

FIXED DEPOSITS

The Company has not accepted any public deposit and, as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SHARE CAPITAL

During the year under review, the Company has increased its Authorised Share Capital from Rs. 35,00,00,000/- (Rupees Thirty Five Crores Only) divided into 3,50,00,000 (Three Crores Fifty Lakhs) Equity Shares of Rs. 10/- each to Rs. 35,50,00,000/- (Rupees Thirty Five Crores Fifty Lakhs Only) divided into 3,55,00,000 (Three Crores Fifty Five Lakhs) Equity Shares of Rs. 10/- each .

During the year the Company entered the capital market with an Intialial Public Offering (IPO) which opened on August 10, 2011, where the Company offered 84,32,189 Shares. The Rs. 10/- shares were offered at Rs. 135/- (discount of Rs. 6/- was offered to the retail investors). The issue was oversubscribed and the Company raised a total amount of Rs. 112 Crores. Before the IPO the Company also placed 12,64,154 equity shares as a Pre IPO Placement at a price of Rs. 150/- each to various investors.

The Shares of your Company were listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on August 26, 2011

DIRECTORS

The Board of Directors had appointed Mr. Jayant Sinha, as an Additional Director of the Company with effect from November 10, 2011. As an Additional Director, Mr. Jayant Sinha holds office till the date of the forthcoming Annual General Meeting. Accordingly, his candidature for appointment as a Director is included at Item No. 7 of the Notice.

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 (the "Act") and Articles of Association of the Company, Mr. Sanjaya Kulkarn and Mr. Parantap Dave Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

EMPLOYEE STOCK OPTION SCHEME

I) Tree House Education ESOP 2010

During the year 2010-11 the Company granted 14,00,000 options to the employees on January 04, 2011 which are administered through the Treehouse Employees Welfare Trust ("Trust"). Under this plan, Company has allotted 14,00,000 equity shares to Trust.

Summary of TREEHOUSE ESOP 2010 (through trust route) as on March 31, 2012 is as follows:

Total no. of stock options available under 14,00,000 the plan

Exercise price Rs. 71/- per option

Exercise period upto 5 years

Total no. of stock options granted under the 14,00,000 scheme

Stock options lapsed Nil

Stock options vested but not exercised 13,25,000

Stock options exercised Nil

Outstanding Stock options 14,00,000

II) Treehouse ESOP 2012

During the year 2011-12, the Company has introduced another ESOP Plan viz. Tree House Employees Stock Option Plan - 2012 (Tree House ESOP 2012) on February 09, 2012 for a total of 4,00,000 Shares. Under this plan, the Company proposes to grant initially 4,00,000 options to the eligible employees after completion of appraisal process.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended by time to time.

AUDIT COMMITTEE

The Audit Committee of the Company presently comprises of three Directors viz. Mr. Sanjaya Kulkarni (Chairman), Mr. Rajesh Bhatia and Mr. Parantap Dave.

The Internal Auditors of the Company report directly to the Audit Committee. Brief descriptions of the terms of reference of the Audit Committee have been furnished in the Report on Corporate Governance.

AUDITORS

M/s. Jogish Mehta & Co. Chartered Accountants and M/s. Walker Chandiok & Co., Chartered Accountants, who are the Joint Statutory Auditors of the Company, will hold office, in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

AUDITORS' REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further, during the year, the Company has neither earned nor used any foreign exchange.

CORPORATE GOVERNANCE

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements entered into with the Stock Exchanges, are complied with. A separate report on Corporate Governance is enclosed as a part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act") the Directors hereby confirm that-

1. in preparation of the Annual Accounts for the year 2011-2012 the applicable accounting standards have been followed and there are no material departures;

2. they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. they have prepared the Annual Accounts for the financial year ended March 31, 2012 on a going concern basis.

ACKNOWLEDGEMENTS

The Directors thank all government, regulatory bodies and shareholders for their consistent support and also place on record appreciation to the contribution made by Company's staff and teachers at all levels, without whom the Company would not have attained such great heights in such a short period of its business. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Sd/- Sd/-

Rajesh Bhatia Vishal Shah

Place: Mumbai Managing Director Director

Date : May 29, 2012

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Mar 31, 2011

The Directors are pleased to present the 05th Annual report of your Company together with the Audited Statement of Accounts and the Auditors' report of your Company for the financial year ended, March 31, 2011. The summarised financial results for the year ended March 31, 2011 are as under:

FINANCIAL RESULTS

Amount in Rs.

Particulars FY 2010-2011 FY 2009-2010

Gross Income 41,15,24,755 21,87,05,810

Profit before Depreciation & Tax 17,58,80,094 6,93,92,701 Depreciation 3,96,24,905 2,92,67,220

Net Profit / (Loss) before Tax 13,62,55,189 4,01,25,481

Provision for Tax 4,43,05,981 1,41,34,317

Profit / (Loss) after Tax 9,19,49,208 2,59,91,164

Surplus/(deficit) from previous year 2,43,12,424 (16,78,740)

REVIEW OF OPERATION

During the year under review, the Company has achieved an aggregate income of Rs. 4115.25 lakhs as compared to previous year's Rs. 2187.06 lakhs. The profit after tax has increased to Rs. 919.50 lakhs from Rs. 259.91 lakhs. Your Directors are continuously looking for avenues for future growth of the Company in education industry and geared up to grab the business opportunities available in India.

CORPORATE GOVERNANCE

Your Company has converted from private limited to public limited on December 22, 2010 and implemented the conditions of Corporate Governance as contained in clause 49 of listing agreement.

Company has started their Initial Public Offer ("IPO") and current status is as follows:

Company has filed draft red hearing prospectus ("DrHP") with SEBI on February 21, 2011 and replying on SEBI Comments. Company has taken in-principal approval from NSE and BSE for IPO implementation. Our Board has decided to appoint Bombay Stock Exchange Limited ("BSE") as designated stock exchange.

SHARE CAPITAL

During the year under review, the Company has increased its Authorised Share Capital from Rs. 20,00,00,000/- (rupees twenty crores only) divided into 2,00,00,000 (two crores) Equity Shares of Rs. 10/- each to Rs. 35,00,00,000/- (rupees thirty five crores only) divided into 3,50,00,000 (Three crores fifty lakhs) Equity Shares of Rs.. 10/- each.

Company has allotted 15,83,333 Equity Shares of Rs. 10/- each at premium of Rs. 53.1579/- each on April 27, 2010 and 36,18,927 Series B Equity Shares of Rs. 10/- each at premium of Rs. 100.53/- each on May 15, 2010. Company has reclassified Series A and Series B Equity shares with prior approval of membe of the Company on December 13, 2010 and has allotted 14,00,000 Equity shares of Rs. 10/- each at premium of Rs. 61/- on December 15, 2010 under ESOP to Tree House Employees Welfare Trust. The Company has increased its paid up capital by allotment of 66,02,260 fully paid up Equity shares.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company hence do not recommend any dividend for the year ended March 31, 2011.

DIRECTORS

Mr. Ashu Garg, nominee from investor FC VI India Venture (Mauritius) Limited has been appointed as Nominee Independent Director on our Board on May 5, 2010.

Mr. Rajesh Bhatia, Managing Director of the Company, Mrs. Geeta Bhatia and Mr. TS Sarangpani, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

EMPLOYEE STOCK OPTION SCHEME

The Company has issued Employees Stock Option Scheme – 2010 to the employees of the Company on October 29, 2010 through ESOP Trust route. Under this scheme, Company has allotted 14,00,000 equity shares to ESOP Trust. The Options shall Vest as per the following schedule:

Sr. Vesting Date Maximum % of Options No. that shall Vest

1 12 months from the Grant Date 25%

2 24 months from the Grant Date 25%

3 36 months from the Grant Date 25%

4 48 months from the Grant Date 25%

Total 100% (One Hundred)%

Since, vesting of any Option shall take place unless one year has elapsed from the date of its Grant (i.e. January 4, 2011); the Company has not vested any schedule till date. The Options shall be exercised within 1 (one) year from the Vesting date.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that- 1. In preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared accounts for the financial year ended March 31, 2011 on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975, as amended.

AUDITORS

M/s. Jogish Mehta & Co. Chartered Accountants having its office at 807 Dev Plaza, Plot No. 68 S.V. road, Andheri (West), Mumbai – 400 058 and M/s. Walker Chandiok & Co., Chartered Accountants, having its office at Engineering Centre, 6th Floor, 9 Matthew road, Opera House, Mumbai – 400 004 will retire at the ensuing Annual General meeting of the Company and being eligible offer themselves for re-appointment.

Your directors recommend their re-appointment as Statutory Auditors of the Company.

AUDITORS' REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

ACKNOWLEDGEMENTS

The Directors thank all government, regulatory bodies and shareholders for their consistent support and also place on record appreciation to the contribution made by Company's staff, teachers at all levels, without which the Company would not have attained such great heights in such a short period of its business. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Managing Director Director

Place: Mumbai Rajesh Bhatia Vishal Shah

Date : May 9, 2011