Tree House Education & Accessories Ltd

Financial highlights

• Standalone revenue from operations: ₹423 Lakhs in 2025-26; ₹797 Lakhs prior year.
• Standalone PAT: ₹997 Lakhs loss; total comprehensive loss ₹700 Lakhs after OCI.
• Standalone EBITDA: ₹61.35 Lakhs loss.
• Basic EPS: ₹-1.65 per share.
• Dividend per share: Nil.
• Standalone net worth: ₹16,320.10 Lakhs, down from ₹17,734.55 Lakhs.

Governance & board

• Board size six directors; MD/CEO Rajesh Bhatia chairs the Board.
• Independent Directors: Nidhi Grover, Milin Ramani, Divya Punmiya.
• Four board meetings held in FY2025-26; committees met four times.
• Audit, Nomination & Remuneration, and Stakeholders' Relationship Committees active.
• CS Raksha Jain appointed Nov 2025; resigned May 2026; replacement in progress.

Subsidiaries & associates

• JT Infrastructure Private Limited is an associate (50%); net assets ₹133.68 Crore.
• Aaviv Tutorials LLP (51%) and Aaviv Tutorials (51%) held; no material subsidiary.
• As of Mar 31, 2026, no material subsidiary.

Capital structure & dividends

• Share capital unchanged at ₹42.31 Crores (4,23,10,724 shares).
• No fresh equity; dividends Nil; listed on BSE, NSE, MCX-SX.

Audits & internal controls

• Statutory auditors: M/s Rakesh Soni & Co; no qualifications.
• Secretarial audit: HRU & Associates; observations noted; follow-up underway.
• Forensic audit by EOW ongoing; outcomes awaited.
• Internal controls robust; Audit Committee oversight.

Outlook & risks

• NEP 2020 backdrop; premium ECCE focus; Pune K12 tuition vertical launched.
• Revenue declined; cash-flow constraints; risk of refunds and policy shifts.

Litigation & regulatory matters

• Mira Education Trust and Zebar Realty disputes; civil suits and court actions ongoing.
• SEBI/SAT-related developments; promoters' security deposits referenced in cases.

AGM details

• Date/time/mode: 12 Sept 2026, 10:30 AM, via VC/OAVM.
• Venue deemed at registered office; meeting held through VC/OAVM.
• Book closure: 6-12 Sept 2026 (inclusive).
• Cut-off date for e-voting: 5 Sept 2026.
• Remote e-voting: 9-11 Sept 2026.
• NSDL to provide e-voting facility.

Ordinary business

• Adopt standalone and consolidated financial statements for FY2025-26 and reports.
• Re-appoint Dipen Shah (DIN 07600611) on rotation.

Director changes

• Dipen Vijaykumar Shah to seek re-appointment.

Dematerialisation processing and listing

• Dematerialisation requests processed and confirmed to depositories.
• Securities dematerialised were listed on the stock exchanges where existing issues are listed.
• Received physical certificates for dematerialisation were mutilated and cancelled after verification.
• Depository's name substituted as registered owner in records within prescribed timelines.

Tree House Education & Accessories Ltd - Closure of trading window from July 1, 2026 until 48 hours after declaration of the unaudited financial results for quarter ended June 30, 2026

Financial Performance 📊

• Standalone revenue from operations was Rs. 87 lakh in Q3 FY26, down 54% YoY.
• Standalone net loss after tax was Rs. 99 lakh in Q3 FY26 versus profit of Rs. 76 lakh in Q3 FY25.
• Nine months ended Dec 31, 2025, standalone revenue was Rs. 337 lakh, down 45% YoY; net loss Rs. 92 lakh vs. profit Rs. 182 lakh.
• Consolidated revenue from operations was Rs. 87 lakh in Q3 FY26; consolidated net loss after tax Rs. 99 lakh.
• EPS (basic and diluted) for Q3 FY26 was negative Rs. 0.23 versus negative Rs. 0.18 in Q3 FY25.
• Total expenses were Rs. 133 lakh in Q3 FY26 versus Rs. 182 lakh in Q3 FY25; finance costs negligible.

Legal & Arbitration Matters ⚖️

• Out-of-court settlement refunded Rs. 2.5 crore deposit; Rs. 0.5 crore in post-dated cheques received.
• Arbitration settlement waived Rs. 1.58 crore interest and Rs. 0.46 crore damages.
• Arbitration with Vidya Bharti Samiti settled with Rs. 11 lakh receipt; Rs. 74.10 lakh written off.
• Rs. 29 crore security deposit refund to Vidya Bharti phased over 30 years from FY26; Rs. 8.78 crore impairment not reversed.
• Civil suit filed by Mira Education Trust naming the company as defendant.
• Property dispute with Zebar Realty LLP led to FIR and arrests; bail granted; Gujarat High Court interim relief given.

Corporate Actions & Governance 📍

• Mr. Rajesh Doulatram Bhatia re-appointed Managing Director for 3 years from Feb 9, 2026, subject to shareholder approval.
• Internal auditor M/s Dharmesh Parekh & Associates re-appointed for FY27 starting April 1, 2026.

Audit & Reporting 🧾

• Auditor's limited review report found no material misstatement or disclosure deficiencies in standalone and consolidated results.
• Consolidated results include share of profit from associates and joint ventures (51% stake in LLP and partnership firm).
• No exceptional items reported in Q3 FY26 or nine months ended Dec 31, 2025.

Business Model & Segments

• Operates in a single segment: Educational Services; segment reporting not applicable.