Dear Members,

Your 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 Rs 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_ elatedPartyTrasactionPolicy_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.

ANNEXURE [A] TO BOARD’S REPORT

INFORMATION REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF ALL THE EMPLOYEES OF YOUR COMPANY FOR THE FINANCIAL YEAR 2014-15 IS AS FOLLOWS:

Name of Director Total Remuneration Ratio of remuneration of director to the median remuneration
(Rs)
Mr. Rajesh Bhatia 4,800,000 85.40
Mr. Vishal Shah 26,626,485 473.76
Mrs. Geeta Bhatia * 115,000 -
Mr. Sanjaya Kulkarni * 171,500 -
Mr. Parantap Priyakant Dave * 131,500 -
Mr. T. S. Sarangpani * 85,000 -

*Only sitting fees paid for attending board and committee meetings during the year. Notes:

1. The aforesaid details are calculated on the basis of remuneration for the financial year 2014-15.

2. The remuneration to Directors includes sitting fees paid to them for the financial year 2014-15 and also includes perquisite of Esop exercise in the remuneration to Mr. Vishal Shah.

3. Median remuneration of the Company for all its employees is Rs 56,203/- for the financial year 2014-15.

B. DETAILS OF PERCENTAGE INCREASE IN THE REMUNERATION OF EACH DIRECTOR AND CFO & COMPANY SECRETARY IN THE FINANCIAL YEAR 2014-15 ARE AS FOLLOWS:

Name Designation Remuneration (Rs) Increase %
2014-2015 2013-2014
Mr. Rajesh Bhatia Managing Director 4,800,000 4,800,000 0.00
Mr. Vishal Shah Director 26,626,485 34,281,905 -22.33
Mr. Utsav Shrivastava CFO 17,746,250 3,782,188 369.21
Ms. Pooja Bhimjiyani Company Secretary 344,764 - 0.00
Mrs. Deepali Anand Koneri Company Secretary - 543,175 0.00
Mrs. Geeta Bhatia Director 115,000 115,000 0.00
Mr. Sanjaya Kulkarni Director 171,500 171,500 0.00
Mr. Parantap Priyakant Dave Director 131,500 131,500 0.00
Mr. T. S. Sarangpani Director 85,000 85,000 0.00

1. The remuneration to Directors is within the overall limits approved by the shareholders.

C. PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF ALL EMPLOYEES IN THE FINANCIAL YEAR 2014-15

2014-2015 2013-2014 Increase
(Rs) (Rs) %
Median remuneration of all employee per annum 56,203 39,653 41.74

D. NUMBER OF EMPLOYEES ON THE ROLLS OF THE COMPANY AS ON MARCH 31, 2015

Employees 2014-2015 2013-2014
Corporate Office 102 85
Teaching Staff 2,117 1,880
TOTAL 2,219 1,965

E. EXPLANATION ON THE RELATIONSHIP BETWEEN AVERAGE INCREASE IN REMUNERATION AND COMPANY PERFORMANCE

The increase in average remuneration of all employees in the financial year 2014-15 as compared to the financial year 2013-14 was 38%.

The key indices of Company’s performance are:

2014-2015 2013-2014 Growth
(In lacs) (In Lacs) %
Net Revenue from Operations 20,745 15,764 32
Profit Before Tax and Exceptional Items 8,373 6,602 27
Profit After Tax 6,087 4,392 39

Your Company is committed in ensuring fair pay and a healthy work environment for all its employees. Your Company offers competitive compensation to its employees. The pay also incorporates external factors like cost of living to maintain concurrence with the environment. Your Company maintains a simple compensation structure which allows the employees to have flexibility in the way in which they realize their salaries.

Thus, there will be a positive correlation in the increase in remuneration of employees and your Company’s performance; however, a perfect correlation will not be visible given the dependency on the other factors stated above.

F. DETAILS OF SHARE PRICE AND MARKET CAPITALIZATION

The details of variation in the market capitalization and price earnings ratio as at the closing date of the current and previous financial years are as follows:

As on March 31, 2015 As on March 31, 2014 Increase / (Decrease) in %
Price Earning Ratio 25 21 19
Market Capitalisation (in lacs) 4,231.07 3,717.01 14

Comparison of share price at the time of first public offer and market price of the share of 31st March, 2015:

Market price as on 31st March, 2015 Rs 397.75
Price at the time of initial public offer in Aug2011 (converted to price of each share for face value of Rs 10/- each) Rs 135.00
% increase of Market price over the price at the time of initial public offer 195

Note:

1. Closing share price on National Stock Exchange of India Limited (NSE) has been used for the above tables.

G. THERE ARE NO EMPLOYEES OF THE COMPANY WHO RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR OF THE COMPANY.

H. AFFIRMATION

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration decided by Nomination and Remuneration Committee of your Company.

ANNEXURE [B] TO BOARD’S REPORT

I - DETAILS OF EMPLOYEE STOCK OPTION PLAN 2010 ("ESOP 2010")

The Company instituted the ESOP 2010 on October 29, 2010, pursuant to Shareholders’ and Board resolutions dated September 30, 2010 and October 29, 2010, respectively. The objective of ESOP 2010 was to reward the employees for their past association and performance as well as to motivate them to contribute to the growth and profitability of your Company.

The Company has granted 1,400,000 options convertible into 1,400,000 Equity Shares of face value Rs 10/- each under ESOP 2010, which represents 6.19% of the pre-Issue paid-up equity capital of your Company. Your Company does not intend to make further grant of options under ESOP 2010. The following table sets forth the particulars of the options granted under ESOP 2010:

Particulars Details
Total no. of stock options available under the Scheme 1,400,000
Exercise price Rs 71/- per option
Exercise period upto 5 years
Total no. of stock options granted under the scheme 1,400,000
Stock options lapsed 18,000
Stock options vested but not exercised 1,375
Stock options exercised 1,380,625
Outstanding Stock options 1375
Person wise details of options granted to:
(i) Directors and key management employees Please see Note 1 below
(ii) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year NIL
(iii) Identified employees who are granted options, during any one year exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company at the time of grant Please see Note 2 below

Note 1: Details regarding options granted to the Directors and Key Management Personnel under ESOP 2010 are set forth below:

Name of Director / Key Management Personnel Total No. of options granted No. of options exercised Total No. of options outstanding Total No. of Equity Shares held
Vishal Shah 1,300,000 1,300,000 0 485,077
Utsav Shrivastava 50,000 50,000 0 109,399

Note 2: Employees who received a grant in any one year of options amounting to 1% or more of the options granted during the year under ESOP 2010:

Name of Employee Total No. of options granted:

Name of Employee Total no. of options granted
Mr. Vishal Shah 1,300,000

II - DETAILS OF EMPLOYEE STOCK OPTION PLAN 2012 ("ESOP 2012")

The Company instituted the ESOP 2012 on February 09, 2012, pursuant to Shareholders’ and Board resolutions dated February 02, 2012 and February 09, 2012 respectively. The objective of ESOP 2012 was to reward the employees for their past association and performance as well as to motivate them to contribute to the growth and profitability of your Company.

The Company has granted 400,000 options convertible into 400,000 Equity Shares of face value Rs 10/- each under ESOP 2012, which represents 1.19% of the pre-Issue paid-up equity capital of your Company. Your Company does not intend to make further grant of options under ESOP 2012. The following table sets forth the particulars of the options granted under ESOP 2012:

Particulars Details
Total no. of stock options available under the Scheme 400,000
Exercise price Rs 228/- per option
Exercise period upto 5 years
Total no. of stock options granted under the scheme 400,000
Stock options lapsed 52,800
Stock options vested but not exercised 42,975
Stock options exercised 137,225
Outstanding Stock options 209,975
Person wise details of options granted to:
(i) Directors and key management employees Please see Note 1 below
(ii) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year NIL
(iii) Identified employees who are granted options, during any one year exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company at the time of grant NIL

Note 1: Details regarding options granted to the Directors and Key Management Personnel under ESOP 2012 are set forth below:

Name of Director/ Key Management Personnel Total No. of options granted No. of options exercised Total No. of options outstanding Total No. of Equity Shares held
Vishal Shah 168,200 83,150 85,050 485,077
Sanjaya Kulkarni 10,000 5,000 5,000 97,235
Parantap Dave 10,000 NIL 10,000 0
T. S. Sarangpani 10,000 2,500 7,500 45,000
Utsav Shrivastava 105,000 26,250 78,750 109,399

III - DETAILS OF EMPLOYEE STOCK OPTION PLAN 2014 ("ESOP 2014")

The Company has instituted the ESOP 2014 on September 11, 2014, consisting of 400,000 Equity Shares of Face Value of Rs. 10/- each. The objective of ESOP 2014 was to reward the employees for their past association and performance as well as to motivate them to contribute to the growth and profitability of your Company.

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.