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Directors Report of Tree House Education & Accessories Ltd.

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

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

Rs. in Lacs

Particulars 2014-2015 2013-2014

Gross Income 21,460 15,898

Profit before Depreciation and Tax 11,055 8,298

Depreciation 2,682 1,696

Net Profit Before Tax 8,373 6,602

Provision for Tax 2,286 2,210

Profit after Tax 6,087 4,392

Appropriations:

Proposed dividend on equity shares 846 558

Tax on dividend 169 95

Balance carried to balance sheet 5,072 3,739

Paid up share Capital 4,231 3,717

Reserves & Surplus 60,240 36,039

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

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

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

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

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

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

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

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

ASSOCIATE COMPANIES

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

DIVIDEND

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

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

SHARE CAPITAL

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

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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

PUBLIC DEPOSITS

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

BOARD AND BOARD COMMITTEES

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

DECLARATION OF INDEPENDENCE

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

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

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

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

EMPLOYEE'S STOCK OPTION SCHEME

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

Statutory Auditors

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

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

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

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

Auditors Observation:

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

Cost Auditors

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

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

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

Secretarial Auditor

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

EXTRACT OF ANNUAL RETURN

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

RELATED PARTY TRANSACTIONS

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

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

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

LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

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

RISK MANAGEMENT POLICY

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

HUMAN RESOURCES

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

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

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

GENERAL

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

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

ACKNOWLEDGEMENT

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

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

SD/- SD/-

Rajesh Bhatia Vishal Shah Managing Director Director

Date : Mumbai Place : May 27, 2015.


Mar 31, 2014

The Members,

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

FINANCIAL HIGHLIGHTS

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

Profit before Depreciation & Tax 8,298 6,226

Depreciation 1,696 1,338

Net Profit Before Tax 6,602 4,888

Provision for Tax 2,210 1,554

Profit after Tax 4,392 3,334

Appropriations:

Proposed dividend on equity shares 558 450

Tax on dividend 95 73

Balance carried to balance sheet 3,739 2,811

Paid up share Capital 3,717 3,597

Reserves & Surplus 36,039 29,739



REVIEW OF OPERATIONS

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

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

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

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

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

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

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

DIVIDEND

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

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

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

SHARE CAPITAL

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

FIXED DEPOSITS

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

DIRECTORS

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

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

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

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

EMPLOYEE STOCK OPTION PLANS:

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

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

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

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

PARTICULARS OF EMPLOYEES

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

DEPOSITORY SYSTEM

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

STATUTORY AUDITOR''S AND AUDITORS'' REPORT

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION

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

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

ACKNOWLEDGEMENT

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

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


Mar 31, 2013

To The Members,

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

FINANCIAL HIGHLIGHTS (Rs. Lakhs)

Particulars 2012-2013 2011-2012

Gross Income 12,134 8,109

Profit before Depreciation & Tax 6,226 3,939

Depreciation 1,338 780

Net Profit Before Tax 4,888 3,159

Provision for Tax 1,554 992

Profit after Tax 3,334 2,167

Appropriations:

- Proposed dividend on equity shares 450 337

- Tax on dividend 73 55

Balance carried to balance sheet 2,811 1,774

Paid up share Capital 3,597 3,372

Reserves & Surplus 29,739 22,267

REVIEW OF OPERATION

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

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

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

DIVIDEND

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

SHARE CAPITAL

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

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

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

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

DIRECTORS

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

EMPLOYEE STOCK OPTION PLANS

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

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

PARTICULARS OF EMPLOYEES

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

AUDIT COMMITTEE

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

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

STATUTORY AUDITORS

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

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

AUDITORS'' REPORT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

(INR)

Particulars Current Year Previous Year

Foreign Exchange Earning: NIL NIL

Foreign Exchange Outgo:

Consultancy fees 489,690 NIL

Travelling charges 211,062 NIL

CORPORATE GOVERNANCE

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

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

LISTING OF EQUITY SHARES

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Sd/- Sd/-

Rajesh Bhatia Vishal Shah

Place: Mumbai Managing Director Director

Date: May 27, 2013


Mar 31, 2012

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

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2011-2012 2010-2011

Gross Income 8,109 4,115

Profit before Depreciation & Tax 3,938 1,758

Depreciation 780 396

Net Profit Before Tax 3,158 1,362

Provision for Tax 992 443

Profit after Tax 2,166 919

Appropriations:

Proposed dividend on equity shares 337 -

Tax on dividend 55 -

Balance carried to balance sheet 1775 919

Paid up share Capital 3,371 2,402

Reserves & Surplus 22,267 9,862

REVIEW OF OPERATION

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

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

DIVIDEND

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

FIXED DEPOSITS

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

SHARE CAPITAL

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

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

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

DIRECTORS

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

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

EMPLOYEE STOCK OPTION SCHEME

I) Tree House Education ESOP 2010

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

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

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

Exercise price Rs. 71/- per option

Exercise period upto 5 years

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

Stock options lapsed Nil

Stock options vested but not exercised 13,25,000

Stock options exercised Nil

Outstanding Stock options 14,00,000

II) Treehouse ESOP 2012

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

PARTICULARS OF EMPLOYEES

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

AUDIT COMMITTEE

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

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

AUDITORS

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

AUDITORS' REPORT

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

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

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Sd/- Sd/-

Rajesh Bhatia Vishal Shah

Place: Mumbai Managing Director Director

Date : May 29, 2012


Mar 31, 2011

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

FINANCIAL RESULTS

Amount in Rs.

Particulars FY 2010-2011 FY 2009-2010

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

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

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

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

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

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

REVIEW OF OPERATION

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

CORPORATE GOVERNANCE

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

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

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

SHARE CAPITAL

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

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

DIVIDEND

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

DIRECTORS

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

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

EMPLOYEE STOCK OPTION SCHEME

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

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

1 12 months from the Grant Date 25%

2 24 months from the Grant Date 25%

3 36 months from the Grant Date 25%

4 48 months from the Grant Date 25%

Total 100% (One Hundred)%

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

PARTICULARS OF EMPLOYEES

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

AUDITORS

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

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

AUDITORS' REPORT

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Managing Director Director

Place: Mumbai Rajesh Bhatia Vishal Shah

Date : May 9, 2011

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