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:

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:

# 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

anH Rom 11 no ration rnmmittoo mmnriQOQ of tho follou/inn Dirootorc of tho romnanw

# 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:

# 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:

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.