Corporate Otfice:

301, Embassy Chambers, 3rd Road, Khar (W),

Mumbai - 400052. Tel.: 022-40169587 16/,572725CIN : 1801 01 MH2006PLC1 63028

Tree House Education & Accessorie$ Ltd.

February 14,

Dear Sirs,

Sub.: Outcome of the Board Meeting of the Company held on February t4,2016.

Ref.: Scrip Code: 533540 / Symbol: TREEHOUSE

We are enclosing the Un-Audited Financial Results of the Compar.ly for the 3,d Quarter bndnine months ended December 3L, 20L5, duly approved by the Ii ,ard of Direciors of theCompany, at its meeting held today. The meeting of the Board of Directors of the Co;il;;commenced at 11.30 a.m. and concluded on at 2.50 p.m. ' J

We also enclose a copy of the Limited Review Reportrequired under Securities and Exchange Board of IndiaRequirements) Regulations, 20L5.

we request you to kindly take the above information on record.

Thanking you.

Yours truly,

tion & Accessories Limited

Encl: as stated

Registered Otfice:

702, Morya House,'C'Wing, Ofi Link Road,

Andheri (W), Mumbai - 400 053.Tel.: O22-il512384. Fax 022-26051 259

of the Auditors of the Compa as

flisting Obligations arnd Disclo ure

Bombay Stock ExchangeLtd.Phirozef eejeebhoy Towers,Dalal Street, Mumbai-400 001

To,National Stock Exchange ofIndia Ltd.Exchange Plaza, Plot no. C/1,, GBlock, BKC, Bandra (EJ, Mumbai- 400 051

To,MCX Stock Excha

Suren Road, AndheriMumbai- 400 093

For Tree

Tree House Education & Accessories Limited

Regd. Office: 702, C Wing Morya House, Off New Link Road'

Near Infinity Mall, Andheri (W), Mumbai - 400 053

I 61028

e ouarter and nine mo ths ended December 31, 2015(Rs in lacs)

Statement of Unaqdited financials results

ded Nine Months ended )ar ended

Particu lars Dec 31,2015 :ot 30. 2015 Dec 3'l , 2014 ec 31.2015 D€lc 3 1. 2014 Mar 31, 201 5

naudited Unaudited

Income from operations

ExpensesOperating costEmployee beneflts expenseDepreciation and amortisationOther expenses

Total expenses

Proflt from operatlons before other income, finance cost

and exceptional items (1-2)

Other incomeProfit from ordinary activities before flnance cost and

Finance costProflt from ordinary activities after flnance cost but before

ex@ptlonal items (5-6)

Exceptional itemsProfit from ordinary activities before tax (7-8)

Tax expenseNet profit from ordinary activities after tax (9-1 0)

Extraordinary ltems (net of tax expenses Rs NIL)

Net profit for the period / year (1 1 -1 2)

Pald up equity share capital (face value Rs'10 per share)

Reseryes excluding revaluation reseruesEarnings per share betore exceptional itemBasicDilutedEarnings per share after exceptional itemBasicDiluted

4)

o)

7\

8)e)

10)11)12\13)

14\15)16)

16)

5,578 5,725 18,206 15,677 20 745

t.t a) I 18 206 20,745

1 ,506807

1 170755

768't ,004

576

1,114629605352

4,2392,2123 139

1,810

3,3561,732

1,8981,076

4,1102,3902,6821 ,773

4.23E 14 2,760 11 400 ,62 t'1 555

1,340271

2,O11315

2,55150

6,806886 98

9,1 90715

1,61150€

2,326452

z,ou I

4307.6921 321 86

J1

9 905tcJ

1 ,105 1,874 2.171 6,365322

6 521 B3/4

05493

11 1 ,874600

2,

6596,0432 355

6.52 /2 151

8 3742 286

612 1,274 1.512 4.376

612 '1.512 3,688 4,376 6 088

4,231

144

144144

4,231

301301

301301

4.231

389389

389389

4.231

948948

872872

4.231

11 2611 26

't1 2611 26

4,23161.257

15 6615 66

15 6615 66

PART II

A. Particulars of share holding'1 Public shareholding

Number of sharesPercentage of shareholding

2 Promoler and promoter group shareholding

a) Pledged / Encumbered (Refer note 5)

- Number of shares- Percentage of shares (as a % of the total shareholding of

promoter and promoter group)

- Percentage of shares (as a % of the total share €pital of

the Company)

b) Non-encumbered- Number of shares- Percentage of shares (as a % of the total shareholding of

promoter and promoter grouP)

- Percentage of shares (as a % of the total share capital ofthe Company)

3,36,20,65579 46%

26,7000 31%

0 06%

86,63,369

99 690/0

20 48%

2,96,30,65570 03%

54,82,00043 23%

12 96'/o

71,98,069

56 774/"

17 01va

3,00,64,11 1

71 06%

34,07,00027 82'/o

I O50/o

88,39,613

72 18ya

20 89%

3,36,20,05579 46%

26,7000 31%

0 06%

86,63,369

99 69%

20 480/,

3,00,64,11'171 06%

34,07,00027 82%

I 05%

88,39,613

72 18"/.

20 89%

2,97,24,39670 250A

36,07 00028 ft6%

I 53o/o

89 79 328

I 1 34fo

21 22'k

Particulars

Quarter endedDec 31.2015

Eat the beginning of the quarter

during the quarter

of during the quarter

lemaining unresolved at the end of the quarter

N

N

N

N

1

3

The above financial results have been reviewed by the Audit Committee and thereafter approved by the Board of Directors at its meeling held on February 14 20'16

The Statutory Auditors have carried out a "Limited Revieu/' of the above flnancial result ended ' 201 5

The Board of Directors of the Company on December 23 2Ol 5 on recommendation oi d the S algamatron with Zee l-earn

Limited The scheme is subject to iequisite approvat of Shareholders and Creditors of t gh, Cou and other Statulory /

Regulatory authorities as may aPPlicable

AsthebusinessactivityoftheCompanyfallswithinasingleprimarybusinesssegmentviz "Educationalservices" thedisclosurerequiremenlsofAccounlrngSlanda'd

(AS-17) "Segment Reporting" is not appli€bleireviOuS period / yearflgures have been regrouped / rearranged wherever necessary to conform with the curren

For and o irectors

Place: MumbaiDate : February 14, 2016

r, lialr !

c)

;

AGARWAL & ASSOCIAIESChortered AccountonlsKOLKATA, MUMBAI

0ffice No. : 53, Ground FtoorCiti MatL, New Link Road

Andheri (W), Mumbai-400053Mobile : 98375t9045

E- mai[ : agarwats.associates@gmait,com

LIMITED REVIEW REPORT

Tg

The Board of Directors,

TREE HOUSE EDUCATION & ACCESSORIES LIMITED

We have reviewed the accompanying statement of Unaudited Financial Results ( the "Statement,') ofTree House Education & Accessories Ltd. (the "Company") for the Quarter and nine monthsended December 31, 2015. The Statement has been prepared by the company pursuant toRegulation 33 of the SEBI (Listing obligations and Disclcsure requirements) Regulations, 20i5 (the"L-isting Regulations, 2015"). The statement is the responsibility of the Company's nnanagement andhas been approved by the Board of Directo,'s. Our responsibility is to issue a repoft on the statementbased on our review.

We conducted our review in accordance with the Standard on Review Engagements (SRE) 24i0,"Review of Interim Financial Information Pe rmed by the Independent Auditor of the Entity, issuedby the Institute of Chartered Accountants oi India. This standard requires that we plan and performthe review to obtain moderate assui'ance as to whether the financial statements are free of materia!misstatement, A review is limited primarily to inquiries of company personnel and analyticalproceclures applied to financial data and thus provide less assurance than an audit. We have notpeformed an audit and accordingly, we do not express an audit opinion,

Based on our review conducted as above, nothing has come to our attention that causes us tobelieve that the accompanying Statement of unaudited financial results prenared in accordance urlihthe Accounting Standards referred to in section :i33 o1'the Conipanies Act ZCL3, read with rule 7 ofthe Companies (Accounts) Rules 20t4 and other recognized accounting practices and policies hasnot disclosed the information required to be disclosed !n terms of Regulation 33 of the ListingRegttlations, 20t5, including the manner in which it is to be disclosetl, or that it contains any materiaimisstatement.

For Aganrual & Associates

Chatered Accountants(Firm Registration ttio. 3232iOE)

(Naresh Agarwal)(Partner)

Membership ttio" 063049

Place of signatu,-e : MumbaiDate: L4th Februery 2016

H.0.: 7A, Bentinck Street, Znd FLoor, Kotkata-700001

Tree House Education & Accessories Ltd.Corporate Office:301, Embassy Chambers, 3rd Road, Khar (W),Mumbai - 400052. Tet.: 022-40169597 l€/iS7272SCIN : 1801 01 MH2006PLC1 63028

Registered Office:7O2,Morya House, 'C'Wing, Off Link Road,

Andheri (W), Mumbai - 4OO 059.Tel.: 022-il51 2384, Fax 022-26051 2Sg

e

Ploygrcup & Nuery'FM @ts to wingsl

Febrruary 14,2016

To,

Bombay Stock Exihange Ltd.Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai-400 OO1

To,

National Stock Exchange ofIndia Ltd.Exchange Plaza, plot no. C/1, GBlock, BKC, Bandra (E), Mumbai-400 051

TQ,

MCX Stock Exchange Ltd.

Suren Road, Andheri (East),Mumbai- 400 093

Dear Sirs,

sub': Intimation to slgc! Exchanpe - Press Release in connection with the Un- AuditedFinancial Results for the 3'dquarter and nine month ended on oecember 31, 2015.

Ref.: Scrip Code: S33S4O / Symbot: TREEHOUSE

We are attaching a copy of the 'Press Release' in connection with the captioned Results.

We request you to kindly take it on your records.

Thanking you,

Yours truly,

For Tree & Accessories Limited

H,1.

Hardik

Com

Ploygroup & Nursery'From rools lo wtng6'

kr-r--Tree House Education & Accessories Limited702, C Wing, Morya House , Off New Link Road. Near lnfiniry Mall. Andheri (W). Murnbai.400053.Maharashtra- India

Results press Release dated February 1.4, 2OL6

Tree House Education & Accessories Limited (Tree House) reported its audited financial resultsfor the nine months ended December 31,201,5.

Key highlights are as follows:

Revenue from Operations at INR 1g2.06 cr, up 16.l" y_o_yOperational EBITDA at INR gg.4s cr, up 4.5"h y_o_yProfit after tax at INR 36.gg cr

Particulars 9M FY2016 9M FY2015 Growth182.06 156.77 L6.%

uperaUonat tBITDA {lNR cr) 99.45 95.13 4.So/"36.88 43.76 -L5.7%54.6% 60.7%6

DNTA' (610) bpso 20.3% 27.9% (760) bps

New Pre School,s openedThere was a net addition of 168 preschools over last four quarters, including 162 self-operated preschools.

Total number ef centers as on December 31,,20L5 is 730.The number of serf-operated preschoors is 621(gs.r%of totat preschoors).

a

a

a

a

Geographical coveraeeNow present in j.04 cities in India,New city launched in the quarter: Farida

o The Company provides school management services to 24 K-tZ schools in 3 states in

Staff strenstho Total staff strength as on December 31, 2015 is 2,742.o Total teacher strength as on December 31, 20L5 is 2,6L0,

Corporate hiehliehtso The Board of Directors has approved the Scheme of Amalgamation with Zee Learn L

subject to requisite approvals of shareholders and creditors of the cornpany, Hon'bCourt of Bombay and other statutory regulatory authorities.

Commenting on the Q3 FY76 results, Mr. Rajesh Bhotia, Managing Director of Treesoid: "Our Q3 performonce reflects o cautious operoting environment thot i:s reflected inmid-session odmissions. Meqnwhile, the 162 new centers opened over the lost four qincluding a significont number in the Delhi ond NCR region, hove increosed operotingsee these new centers contribute more meoningfully to profits ond cash flours over theyears. We ore also focusing on efficiently integroting some of our centers to rotionolizecost exponsion and enhancing center profitability.We opened 10 new centers this quarter ond expect to instead focuscontributions from existing inf rastructure. We olso mointoin ourrationalizing K-72 investments, debt reduction ond cosh flow exponsion.

c'n derivingcontinuing

Our vision for the future remoins intact and we believe we ore well poised to toke ourbeyond the immediate term challenges. We remoin possionote about our gc,ol of creatindriven educotionol focilities ocross the country while strengthening connec:t with pqrechildren alike. ln this context, our initiative of re-branding over 200 centers os "Tree

further sharpening our edge in the preschools sector and create meoningful voluebusiness.

Overoll, our loser shorp focus on quolity education, scole ond pon-lndio pre:;ence plocesgood position to benefit from substontiol opportunities in lndio's emerging etlucation s

Tree House Education & Accessories [imitedTree House Education and Accessories Limited (NSE code: TREEHOUSE; BSE code: 533540SX: TREEHOUSE) runs quality preschools and also provides educational services to l(-12 s

throughout the country. Tree House has revolutionized the concept of pre-school pedIndia through the use of innovative teaching methods and child-focused personat care.

For more updates and information the Company, please ogwwr,Y.treeh ouseplqvgrou p. n et

ndia.

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& Accessories Ltd.RegistQred Ottice:

702, Morya House,'C'Wing, Off Link Roacl,

Andheri (W), Mumbai - 400 053'

fe| 022-il51 2384, Fax 022-26051 259

Plqtgrcup I'Frcm @ts

February 1

Nuertr *nC"]

2016

To,Bombay Stock Exchange Ltd.Phiroze Jeejeebhoy Towers,Dalal Street. Mumbai-4OO 001

To,National Stock Exchange oflndia Ltd.Exchange Plaza, Plot no. C/1, G

Block, BKC, Bandra (E), Mumbai

- 400 051

To.MqX Stock Exchanl

Suren Road, Andheri

Mumbai - 400 093

e Ltd.

(East),

Dear Sirs,

Sub.: Intimation to Stock Exchange - Results Presentation for 3'd Quarter endedDecember 31,2015.

Ref.: Scrip Gode: 533540 / Symbol: TREEHOUSE

We are attaching a copy of the 'Results Presentation' in connection with the captioned sub

We request you to kindly take it on your records.

Thanking you,

Yours truly,

Limited

Tree House Education and Accessories Ltd

Q3 & 9M FY16 Result Presentation

14 February, 2016

Overview of Tree House

Overview of Treehouse

Tree House is India’s leading educational service provider operating the largest number of branded

self-operated pre-schools

3

India’s largest self operated pre-school chain

School management services to K-12 schools in strong pre-school clusters

Self operated pre-school chain targeting a large untapped segment: the urban aspirational

Pre-Schools

K-12

Pre-schools

4

OFFERINGS

Playgroup Nursery Junior KG Senior KG Day Care Service Teacher Training Course Summer Camp Hobby/Activity Class

Self-operated Pre-schools

Franchise Pre-schools

High-Quality Programs Tree House’s unique curriculum blends the best of Playway and Montessori methods to

provide a perfect balance of education and fun

Curriculum content delivered uniformly across the country

Holistic Developmental Education Learning methods develop the child’s social, physical, emotional & cognitive skills

Emphasis on role play and socio-dramatic plays (promoting out of the box thinking)

Learning outcomes measured for every child every year

Innovative teaching methods introduce the child to formal education in the most

conducive manner

Student-Focused Programs are designed to cater to the needs of each child in a customized way to help

physical and intellectual growth

Focused Faculty Regular nationwide training for all teachers

Teacher productivity and output constantly measured

Tree House’s USPs Monthly updates to parents through newsletters

Parent involvement in special activities

Our Advantage Pre-school

Business Model

K-12

5

Logical extension of pre-school business – pre-schools as feeders to K-12

K-12 Strategy

The company enters into long term contracts to provide school management services

The company endeavors to leverage the Tree House brand

Provide school management services to K-12 schools in strong pre school clusters

Annuity model with predictable cash flows delivering year-on year growth

The company owns K-12 infrastructure on which it earns lease rentals. The company has recently closed the first transaction for monetizing these assets and will endeavor to conclude the entire process over the next 24 months

Our Network

6

Nationwide presence

Network as of 31 December , 2015

Tree House Pre-schools – No. of Centers

schools

Tree House K-12 schools

302 379

490

612

FY12 FY13 FY14 FY15 9M FY16

Tree House Pre-schools – No. of Cities

37 43

63

88

FY12 FY13 FY14 FY15 9M FY16

Present in Maharashtra, Gujarat and Rajasthan

Financial Overview

Financial Trends

8

4.1

7.2

9.6

11.8

15.7

9.5

FY11 FY12 FY13 FY14 FY15 9MFY16

392

772

1,143

1,576

2,075 1,821

FY11 FY12 FY13 FY14 FY15 9MFY16

169

420 618

892

1,187 995 43%

54% 54% 57% 57% 55%

0%

10%

20%

30%

40%

50%

60%

0

200

400

600

800

1000

1200

1400

FY11 FY12 FY13 FY14 FY15 9MFY16

EBITDA EBITDA Margin (%)

92

217

333

439

609

369

22%

27% 27% 28% 28%

20%

0%

5%

10%

15%

20%

25%

30%

0

100

200

300

400

500

600

700

FY11 FY12 FY13 FY14 FY15 9MFY16

PAT PAT Margin (%)

Revenues from Operations (Rs mn) Operational EBITDA (Rs mn) & Margins

PAT (Rs mn) & Margins Diluted EPS (INR)

Q3 & 9M FY16 Performance

Operational Highlights

Pre Schools

net addition of pre-schools in Q3 FY16

10

Present in cities in India • Entered the city of Faridabad during the quarter

centers as on December 31, 2015 • The number of self-operated preschools is 621 • Ratio of self operated preschools to total preschools is 85.1% • The Company’s initiative to provide low cost quality pre-primary

education under the GLOBAL CHAMPS brand is now available at 6 centers in Mumbai.

GROWTH

Operational Highlights

K-12 School management services

• The Company is providing school management services to 24 K-12 schools in 3 states in India

11

Day Care • The Company has expanded its daycare foot print, now in 250 centers

due to encouraging response from the parents and the Company believes that this service will contribute meaningfully in the future. The Company has entered into tie ups with large employers in the IT, ITES, banking and consulting space to provide daycare services for their employees

Employee Strength

• Total staff strength as on December 31, 2015 is 2,742

• Total teacher strength as on December 31, 2015 is 2,610

Corporate highlights

The Board of Directors has approved the Scheme of Amalgamation with Zee Learn Limited, subject to requisite approvals of shareholders and creditors of the company, Hon’ble High Court of Bombay and other statutory regulatory authorities.

Financial Highlights

12

Particulars (in Rs mn) Q3 FY16 Q3 FY15 Growth 9M FY16 9M FY15 Growth

Revenue from Operations 557.8 531.1 5.0% 1,820.6 1,567.7 16.1%

EBITDA operational 251.0 321.6 (22.0)% 994.5 951.3 4.5%

Margin 45.0% 60.6% (1560) bps 54.6% 60.7% (610) bps

PBT 110.5 217.1 (49.1)% 604.3 652.7 (7.4)%

PAT 61.2 151.2 (59.5)% 368.8 437.6 (15.7)%

Margin 11.0% 28.5% (1750) bps 20.3% 27.9% (760) bps

Management Views Commenting on the Q3 FY16 results, Mr. Rajesh Bhatia, Managing Director of Tree House, said: “Our Q3

performance reflects a cautious operating environment that is reflected in slower mid-session admissions. Meanwhile,

the 162 new centers opened over the last four quarters, including a significant number in the Delhi and NCR region, have

increased operating costs. We see these new centers contribute more meaningfully to profits and cash flows over the next

two years. We are also focusing on efficiently integrating some of our centers to rationalize visible cost expansion and

enhancing center profitability.

We opened 10 new centers this quarter and expect to instead focus on deriving positive contributions from existing

infrastructure. We also maintain our continuing focus on rationalizing K-12 investments, debt reduction and cash flow

expansion.

Our vision for the future remains intact and we believe we are well poised to take our growth beyond the immediate

term challenges. We remain passionate about our goal of creating value driven educational facilities across the country

while strengthening connect with parents and children alike. In this context, our initiative of re-branding over 200

centers as “Tree House i” is further sharpening our edge in the preschools sector and create meaningful value for the

business.

Overall, our laser sharp focus on quality education, scale and pan-India presence places us in a good position to benefit

from substantial opportunities in India’s emerging education sector.”

13

Outlook

Growth Initiatives

Expansion Continue thrust on expanding pre school center network in new and existing geographies

Focus of Training and Development

Create a platform to encourage talent growth

Sustained investments towards Tree House's in-house training system to deliver quality education

Leverage diversified offerings – Daycare & Teacher Training Program

Day care facility is a natural extension of the pre-school center and enables the Company to sweat assets and have optimal utility

Professionally conducted program enables women to become qualified teachers.

Monetize Assets

Committed towards monetizing investments in physical assets of K-12 schools and moving towards an asset-light operating structure

15

Sanjay H Shah

Tree House Education & Accessories Limited

Tel: +91 22 61306130

E-mail: sanjay@treehouseplaygroup.net

Shiv Muttoo/Urvashi Butani

CDR India

Tel: +91 22 66451207 / 1219

Email: shiv@cdr-india.com

urvashi@cdr-india.com

For further information please contact:

Disclaimer: This presentation may contain certain “forward looking” statements, which involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that may be projected by these forward looking statements. This presentation may also contain references to findings of various reports available in the public domain. Tree House makes no representation as to their accuracy or that the company subscribes to those findings.

Thank you