Tree House Education & Accessories Limited has scheduled its 20th Annual General Meeting (AGM) for Saturday, September 12, 2026, at 10:30 am. The meeting will be conducted exclusively through Video Conference (VC) or Other Audio-Visual Means (OAVM), in compliance with directives from the Ministry of Corporate Affairs (MCA) and SEBI circulars. The proceedings will be deemed conducted at the company’s registered office in Mumbai.

Key Dates and Voting Schedule

Shareholders must note the following critical dates for participation and voting:

Voting rights are determined based on shareholding as on the cut-off date of September 5, 2026. Members who have already cast their votes via remote e-voting may attend the AGM but cannot vote again during the meeting. Those who have not voted remotely can cast their votes electronically during the AGM.

Agenda: Financial Statements and Director Re-appointment

The primary business for the AGM includes receiving, considering, and adopting the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.

Additionally, shareholders will vote on the re-appointment of Mr. Dipen Vijaykumar Shah (DIN: 07600611) as a director. He retires by rotation and, being eligible, offers himself for re-appointment. Mr. Shah holds a Bachelor’s degree in Accounting & Finance and an LL.B from Mumbai University, and is an Associate Member of the Institute of Company Secretaries of India. He has attended all board meetings during the year except one on July 16, 2025.

Financial Performance Overview

For the financial year ended March 31, 2026, the company reported a significant decline in revenue but a narrowing of losses compared to the previous year.

On a standalone basis, revenue from operations fell to ₹399.1 crore from ₹714.5 crore in FY25. The net loss after tax improved to ₹997 lakh from ₹1,719 lakh in the prior year. This improvement was driven by a lower operating loss before depreciation and tax, which stood at ₹1,204 lakh compared to ₹246 lakh in FY25, partially offset by higher depreciation charges of ₹177 lakh versus ₹68 lakh in the previous year. Other comprehensive income contributed positively with ₹297 lakh, primarily due to investment revaluation reserves.

Participation and Digital Compliance

No physical attendance is permitted. The facility for VC/OAVM and e-voting is provided by National Securities Depository Ltd (NSDL). Up to 1,000 members can join the VC session on a first-come, first-served basis, excluding large shareholders (holding 2% or more), promoters, institutional investors, directors, and key managerial personnel, who have unrestricted access.

In line with green initiatives mandated by SEBI and the MCA, physical copies of the AGM notice and Annual Report for FY26 are not being dispatched. Electronic copies were emailed on August 20, 2026, to registered members and are available on the company’s website. Shareholders holding shares in physical mode must update their contact details with the Registrar and Share Transfer Agent, MUFG Intime India Private Limited, while demat holders should update details with their depository participants.

What the Numbers Show

The company’s strict adherence to digital governance protocols eliminates administrative overhead associated with physical meetings and paper notices. By restricting VC access to a capped number of general participants while ensuring unrestricted access for significant stakeholders, the company balances accessibility with operational efficiency. The absence of funds lying with the company for transfer to the Investor Education and Protection Fund (IEPF) indicates clean dormant account management.

Tree House Education & Accessories Limited's Board of Directors, at its meeting held on August 7, 2026, approved the unaudited standalone and consolidated financial results for the quarter ended June 30, 2026. The results reflect a significant deterioration in financial performance compared to the corresponding quarter of the previous year, with the company swinging to a net loss on both standalone and consolidated bases.

Standalone Financial Performance

On a standalone basis, the company reported total income of ₹121.68 lakhs for the quarter ended June 30, 2026, compared to ₹143.72 lakhs in the corresponding quarter of the previous year. Revenue from operations declined to ₹114.98 lakhs from ₹143.72 lakhs, while other income stood at ₹6.70 lakhs versus nil in the year-ago period. Total expenses surged to ₹423.45 lakhs from ₹128.56 lakhs, driven primarily by other expenses of ₹289.27 lakhs and depreciation & amortisation of ₹43.97 lakhs.

The following table summarises the standalone profit and loss performance across periods (₹ in lakhs):

Consolidated Financial Performance

The consolidated results for the quarter ended June 30, 2026, are largely in line with the standalone performance. Total consolidated income stood at ₹121.68 lakhs against ₹143.72 lakhs in Q1 FY26, while total consolidated expenses were ₹423.45 lakhs compared to ₹128.70 lakhs in the year-ago quarter. The consolidated net loss after comprehensive income was ₹212.84 lakhs for the quarter, versus a profit of ₹16.24 lakhs in Q1 FY26. The consolidated results include the financial performance of associate company JT Infrastructure Private Limited (50%), Aaviv Tutorials LLP (51% capital investment), and Aaviv Tutorials Partnership Firm (51% capital investment). The share of net profit from associates and joint ventures accounted for using the equity method was ₹8.37 lakhs for the quarter. Paid-up equity share capital remained unchanged at ₹4,231 lakhs (face value Rs. 10 per share), with reserves excluding revaluation reserves at ₹14,480.19 lakhs as at March 31, 2026.

Corporate Actions and Governance

At the same board meeting, several key governance and administrative matters were approved:

• Annual Report Documents: The Board's Report, Corporate Governance Report, and Management Discussion and Analysis Report for the financial year ended March 31, 2026, were approved.
• Annual General Meeting: A draft notice convening the 20th Annual General Meeting of the members of the company was approved.
• Internal Auditor Appointment: On the recommendation of the Audit Committee, M/s. Dharmesh Parekh & Associates, Chartered Accountant – Proprietor, was appointed as Internal Auditor for FY 2026-27 (effective April 1, 2026 to March 31, 2027). The firm was established in 2013 and the proprietor holds over 26 years of post-qualification experience spanning bank audits, statutory audits, internal audits, tax audits, GST audits, income tax, indirect tax, company law matters, and project finance.

Legal Proceedings and Key Contingencies

The company disclosed several significant legal and financial contingencies in the auditor's limited review report:

• A forensic audit by the Economic Offence Wing of Mumbai Police against the company for the period from FY 2011-12 to FY 2017-18 is underway. The company is defending and pursuing legal cases on various forums.
• Mira Education Trust has filed a civil suit before the Hon. Vadodara Civil Judge (CD) against Zebar Realty LLP, in which the company has also been named as a defendant. The company received summons in March 2024 relating to a property sold to Zebar Realty LLP in FY 2022-23.
• An FIR was filed on February 26, 2025, against the company, its Managing Director, Directors, and KMPs by the Vadodara Detection of Crime Branch. Two independent directors were arrested on March 2, 2025, and subsequently released on regular bail on March 10, 2025. The Gujarat High Court, by its order dated March 20, 2025, granted interim relief restraining police authorities from taking coercive action and directed that no chargesheet be filed without prior permission of the court. The company's petition has been admitted for final hearing.
• The company has given a refundable security deposit of Rs. 136.18 crores to Mira Education Trust under a Facilitation Service Agreement dated March 1, 2012. The total agreed deposit was Rs. 143 Cr. The company has received Rs. 5 lakhs during the quarter ended June 30, 2026, and a cumulative total of Rs. 17.95 crores towards refund of security deposit till June 30, 2026.
• The company had been awarded an arbitration award from Vidya Bharti Samiti regarding minimum guarantee charges and refund of security deposit of Rs. 29 Crores. However, Vidya Bharti Samiti communicated on April 10, 2026, about the closure of their only school in Jaipur, Rajasthan, rendering them unable to honour the award. The company is exploring legal options in this matter.

Auditor's Observations

The limited review of the standalone and consolidated financial results for the quarter ended June 30, 2026, was conducted by M/s. Rakesh Soni & Co., Chartered Accountants (Firm Registration No. 114625W). The auditors noted that, based on their review, nothing came to their attention indicating any material misstatement or non-disclosure in the financial results as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the auditors drew attention to the ongoing forensic audit, the civil and criminal legal proceedings, and the pending security deposit matters as described above.