Tree House Education & Accessories Ltd Directors Report.

Dear Members,

Your directors take great pleasure in presenting the Twelfth Annual Report of business and operations of your company along with Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The Financial Performance of your Company for the financial year ended March 31, 2018 is summarized below:

(Rs. In Lakhs)
Standalone Consolidated
Particulars 2017-18 2016-17 2017-18 2016-17
Total Revenue 1054 6299 1054 6299
Expenditures excluding depreciation 2993 9038 2993 9038
Profit before Depreciation and Tax (1938) (2739) (1938) (2739)
Depreciation 5260 4992 5260 4992
Net Profit Before exceptional
Items and Tax (7198) (7731) (7198) (7731)
Share of net profit/(loss) of associates and joint ventures accounted for using the equity method Nil Nil (25) (19)
Exceptional Items (3513) (8795) (3513) (8795)
Net Profit Before Tax (10711) (16526) (10733) (16545)
Provision for Tax (1009) (232) (1009) (232)
Profit after Tax (9702) (16294) (9724) (16313)
Appropriations:
Proposed Dividend on equity Shares Nil Nil Nil Nil
Tax on Dividend Nil Nil Nil Nil
Balance Carried to Balance Sheet (9702) (16294) (9724) (16313)
Paid up Share Capital 4231 4231 4231 4231
Reserves & Surplus 34823 45081 34762 45042

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

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

During the year Company has incurred a loss of INR 9702 lakhs after tax against loss of INR 16294 lakhs after tax in previous year.

The Company has gone through a change in its overall business model from self operated centres to franchisee centres in F.Y. 2016-17. This entire shift in the dynamics of the business brought a complete change in the financial results leading to heavy one time write off of Assets in the balance sheet of the Company since majority of the centres were converted to franchisee or discontinued operations.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Your company does not have any subsidiary company. However, the Company has two associate Companies viz., J T Infrastructure Private Limited and Mehta Tree House Infrastructure Private Limited.

The particulars of Associate Companies/Joint Venture as on March 31, 2018have been included in form MGT-9 which is part of this report.

Further, the report on the performance, financial position and overall contribution to companys profitability 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.

DIVIDEND

The Company has incurred a huge loss during the year. Hence, board does not recommend any dividend on the equity shares of the Company for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31stMarch,2018was 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 31stMarch,2017the 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 31stMarch,2018.

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 utilised 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.

DIRECTORS 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 2017-18,. Your Directors confirm that:

a) The Financial Statements of the Company for year ended march 31, 2018, 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, 2018, 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, 2018and of the profits and loss of the company for financial year ended March 31, 2018.

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 & that financial controls are adequate & 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 Companys 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, 2018are as follows:

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

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

3.Mr. Suraj Manghnani (DIN: 06625583), Independent Director

4.Mr. Deepak Valecha (DIN: 07736480), Independent Director

5.Mr. Navin Kumar Mane (PAN: ATBPK9664Q), Chief Financial Officer (w.e.f. April 22, 2017)

6.Ms. Hinal Mehta (PAN AMFPD :4567N), Company Secretary & Compliance Officer (Resigned w.e.f. March 31, 2018)

a) Changes in Directors and Key Managerial Personnel:

During the year under review, the following changes took place in the Board of Directors and the Key Managerial Personnel of the Company:

1.Mr. Suraj Manghnani (DIN: 06625583) and Mr. Deepak Valecha (DIN: 07736480)have been regularized as Non-Executive Independent Directors by shareholders of the Company at previous (i.e. Eleventh) Annual General Meeting held on September 25, 2017.

2.Mr. Navin Kumar Mane (PAN: ATBPK9664Q) was appointed as Chief Financial Officer of the Company w.e.f. April 22, 2017.

3.Ms. Hinal Mehta (PAN: AMFPD4567N) was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 15th July, 2017. Subsequently, Ms. Hinal Mehta resigned from the post of Company Secretary & Compliance Officer w.e.f. March 31, 2018.

4.Post financial year, Ms. Guddi Chandrika Prasad Bajpai (PAN: AWYPB2768G) appointed as Company Secretary & Compliance Officer of the Company w.e.f. 30th May, 2018

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 herself 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 12th Annual 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 Disclosure Requirements) Regulations, 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.

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--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 Companys 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) Familiarisation Programme For Independent Directors

Independent Directors are familiarised 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

Your Company has complied with Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 of the stock exchanges. A report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Requirements, 2015 along with Independent Auditors Certificate on compliance with the Corporate Governance, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

A detailed analysis of your Companys 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 employees 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.

EMPLOYEES 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(Share Based Employee Benefits) Regulations, 2014 as on March 31, 2018 are available on website of the company at www.treehouseplaygroup.net."is provided as "Annexure F".

AUDITORS

a) Statutory Auditors

The Statutory Auditors M/s. S. Dedhia & Co. Chartered Accountants having ICAI Firm Registration No. 117695W, was appointed in 11th Annual General Meeting to hold office from the conclusion of 11th Annual General meeting for a term of consecutive five years till conclusion of 16th Annual General Meeting subject to ratification of the appointment by the members at every Annual General Meeting. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting is done away vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors.

M/s. S. Dedhia & Co.,Chartered Accountants have expressed their willingness to continue as Statutory Auditors of the Company and have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Independent Auditors Report of M/s. S. Dedhia & Co., on the Financial Statements of the Company for the Financial Year 2017-18 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S. Dedhia & Co. in their Report dated May 30, 2018.

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 to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018.

The Secretarial Audit Report is annexed herewith as Annexure C. The qualifications provided in the report are as follows along with explanation of Board.

During the year under review, the company has defaulted in repayment of Loans to Financial Institutions.

Due to lack of financial resources, company was not able to repay its loans to financial Institutions, however Company is trying to repay the same in the financial year 2018-2019.

During the year under review, SEBI vide interim order dated 07.03.2018 restrained following entity/persons from accessing the securities market and thereby trading in securities in whatsoever manner, either directly or indirectly;

•The Company, Mr. Rajesh Bhatia, Mrs. Geeta Bhatia, Mr. Giridharilal Bhatia, Mr. Vishal Shah & Mr. Hiten Trivedi. The Company is in the process of filing an appeal.

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 2017-18 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 2018-19 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 50,000 (Rupees Fifty 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 2018-19 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 D" to this report.

RELATED PARTY TRANSACTIONS

During the Financial Year 2017-18your 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 section 188 of the Companies Act, 2013, and Rules made thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. During the financial year 2017-18, there were no transactions with related parties which qualify as material transactions under the SEBI (LODR) Regulations, 2015 and provisions of 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 as required under "Ind As –24" are set out in Note Nos. 33 to the standalone financial statements forming part of this Annual Report.

The Policy on related party transactions may be accessed on the Companys website at a link: https://www.nseprimeir. com/z_TreeHouse/pdffiles/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 SYSTEM 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 Companys 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 2017-18 in CSR have been detailed in thisAnnual Report.

The meeting of CSR committee held on February 12, 2018, the committee discussed on unspent amount on the CSR activity stating that the Company has gone through a drastic change in scenario of financial position and Company had made loss in all the three quarters of the financial year 2017-18 and due to the reason of the same Company was not able to spend amount towards its Corporate Social Responsibility of the Company.

Further added that the CSR is not only a responsibility of the Company but its an social endeavour towards the betterment of the society and the company will perform its responsibility towards the same as soon as company gets its positive financial position.

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

CONSERVATION OF ENERGY, TECHNOLOGYABSORBTION & 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 doesnt own any manufacturing facility.

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

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRSCONVERGED STANDARDS

The Ministry of Corporate affairs vide its notification dated February16, 2015 has notified the Companies (Indian Accounting Standards)Rules, 2015. In pursuance of this notification, the Company has already adopted IND AS and the financial statements for the year ended March 31, 2018 are prepared in accordance to the same.

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 focussed people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

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 a qualified Internal Committee, who along with the external member review the policy and framework on a regular basis. Additionally the company ensures that every new employee undergoes an awareness program which will sensitise them to uphold the dignity of their colleagues at workplace, particularly with respect to prevention of sexual harassment. During the year, no such case was reported.

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 forms and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 26, 2016), 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 allotany 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 Companys operations in future;

•The Company has complied with maintenance of cost records as specified by the Central government under subsection (1) of section 148 of the Companies Act, 2013and accordingly accounts and records are made and maintained; and

•There were no material changes and commitments occurred between and 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 Companys 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 Companys growth. The Directors look forward to their continued support in future.

For and on behalf of the Board
Tree House Education and Accessories Limited
Sd/- Sd/-
Rajesh Bhatia Geeta Bhatia Date: 11th August, 2018
Managing Director Director Place : Mumbai
(DIN : 00074393) (DIN: 00074444)