Tree House Education & Accessories Ltd

Tree House Education & Accessories Ltd trading window closed from Oct 1, 2026 till 48 hours after the declaration of Un-Audited Financial Results (Standalone & Consolidated) for the second quarter and half year ended 30th September, 2026

AGM Details

• 20th AGM held on 12 September 2026 at 10:30 AM IST via VC/OAVM.
• Voting cut-off date: 5 September 2026.
• Remote e-voting window: 9–11 September 2026.
• E-voting available at AGM for members present via VC who hadn't voted remotely.
• Notice sent electronically to members with registered email addresses.

Key Resolutions

• To receive, consider and adopt the standalone financial statements for the year ended March 31, 2026.
• To appoint a director in place of Dipen Shah who retires by rotation and is eligible for re-appointment.

Voting Results

• Adoption of standalone financial statements passed as ordinary resolution; 99.99% in favour (167 for, 4 against).
• Director re-appointment passed as ordinary resolution; 99.99% in favour (167 for, 4 against).

Director Changes

• Dipen Shah re-appointed by rotation.

AGM Details

• The 20th AGM was held on September 12, 2026 at 10:30 a.m. via VC.
• The meeting concluded at 10:55 a.m. including time allowed for e-voting.
• Remote e-voting was available from September 9 to September 11, 2026, with a post-meeting extension.
• Scrutinizer appointed; NSDL provided e-voting facility.
• Quorum was present throughout the meeting.

Ordinary resolutions

• To receive and adopt standalone and consolidated financial statements for the year ended 31 March 2026.
• To appoint Dipen Shah, retiring by rotation, for re-appointment.

Voting results

• Adoption of standalone and consolidated financial statements passed.
• Re-appointment of Dipen Shah passed.

Director change

• Dipen Shah's re-appointment approved.

Appointment of Company Secretary and Compliance Officer

• Appointment of Ms. Darshana Sawant (ACS: 63226) as Company Secretary, Compliance Officer, and KMP, effective Sept 2, 2026.
• Ms. Darshana Sawant is an Associate Member of ICSI with extensive corporate compliance experience.
• Annexure-A contains Regulation 30 disclosure regarding the appointment.

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.

Key board approvals

• Unaudited standalone and consolidated results for the quarter ended 30 June 2026 approved, with Limited Review Reports.
• Board-approved MD&A, Board Report, and Corporate Governance Report for FY ended 31 March 2026.
• Draft notice convening the 20th AGM approved.
• Internal Auditor appointed: Dharmesh Parekh & Associates, effective 1 April 2026, for FY2026-27.
• Forensic Audit by EOW; ongoing legal cases involving Mira Education Trust and Zebar Realty LLP.
• Regulatory updates include FIR and court proceedings; company pursuing legal options.
• Interim relief and bail developments: Gujarat High Court; directors/bail; ongoing litigation.
• Security deposit refund updates: Rs 136.18 crore refundable; Rs 17.95 crore received till 30 Jun 2026.
• Arbitration with Vidya Bharti Samiti: Rs 29–30 crore award; school closure; options being explored.
• Internal audit completed in Income & Expenditure area for quarter ended 30 June 2026.
• Consolidated results include JT Infra (50% associate) and Aaviv investments; no material quarter transactions.