Dear Members,

Your Directors have pleasure in presenting the integrated 18th Annual Report of Tree House Education and Accessories Limited ("the Company") along with the Audited Financial Statements (Consolidated and Standalone) of your Company for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (‘the Act') read with Companies (Accounts) Rules, 2014. The financial statements for the financial year ended 31st March, 2024 as well as comparative figures for the year ended 31st March, 2023 are Ind AS compliant.

The Financial highlights of your Company for the financial year ended March 31,2024 as is summarized below:

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

OVERVIEW OF COMPANY?S FINANCIAL PERFORMANCE

On Standalone basis, the Company has generated revenue from operations of Rs. 817 Lakhs for the current Financial Year as compared to Rs. 1,005 Lakhs in the Previous Year. The Net Loss for the current Financial Year decreased to Rs. 374 Lakhs as against Rs. 4,466 lakhs as reported in the Previous Year.

In accordance with the provisions contained in section 136 of the Companies Act, 2013 ("the Act"), the Annual Report of the Company, containing Notice of the Annual General Meeting, Consolidated and Standalone Financial Statements, Report of the Auditor's and Board of Directors' thereon are available on the website of the Company at www.treehouseplaygroup.net Further, a detailed analysis of Company's performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual report. The Consolidated and Standalone Financial Statements of the Company for the F.Y. ended 31st March, 2024 have been prepared in accordance with applicable Indian Accounting Standards and the relevant provisions of the Act.

RESERVES AND SURPLUS

The Company has not transferred any amount to the General Reserves for the financial year ended March 31,2024. The closing balance of the retained earnings of the Company for F.Y. 2023-24, after all appropriation and adjustments is Rs. (29,889) lakhs Previous year Rs. (29,515) lakhs.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your company does not have any subsidiary company and joint ventures. However, the Company has one associate Company viz., JT Infrastructure Private Limited .

Company has invested in Aaviv Tutorials LLP representing 51% of the capital of LLP, the details of the same is provided under note no. 4 of financial statements.

Further the report on the performance, financial position and overall contribution to company's profitability of the associate company and salient features of the financial statements in the prescribed Form AOC-1 is marked and annexed as "Annexure A" to this report.

DIVIDEND

Due to lack of free reserves, the board does not recommend any dividend on the equity shares of the Company for the year under review.

SHARE CAPITAL

During the year under review, no changes took place in the Share Capital of the Company. The issued, subscribed and paid up Equity Share Capital of the Company as on 31st March, 2024 is INR 423,107,240 (Indian Rupees Forty two crores, thirty one lacs, seven thousand two hundred and forty only) comprising of 42,310,724 Equity Shares of Rs. 10 / each. During the year under review, your Company has not issued further shares to the members or general public. Your Company's Equity Shares are listed on BSE Limited (BSE), National Stock Exchange (NSE) and Metropolitan Stock Exchange of India Limited (MCX-SX).

INTERNAL FINANCIAL CONTROLS

Your Company's Internal Financial Control systems are robust, comprehensive and commensurate with the nature, size, scale and complexity of its business. The system covers all major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company's risk management with regard to the internal control framework.

The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business, adherence to the Company's policies, prevention and detection of frauds and errors, accuracy and completeness of records and timely preparation of reliable financial information.

The Audit Committee actively reviews adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the business dynamics, if necessary. The Audit Committee also meets the Company's Statutory Auditors to ascertain their views on the Financial Statements, including the financial reporting system and compliance of accounting policies and procedures followed by your Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The Company has not given loans or given guarantees or provided securities. Further, the details of the investments made during the year under review are provided under Note No. 4 of the Financial Statements.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

DIRECTOR?S RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)? read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2024 and confirm that:

a) The Financial Statements of the Company for the year ended March 31,2024, have been prepared on a going concern basis following applicable Indian accounting standards and that no material departure have been made from the same;

b) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Indian accounting standards, have been followed along with proper explanation relating to material departures;

c) Directors have selected such accounting policies and applied them consistently and made judgements 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 31,2024 and of the profits and loss of the company for financial year ended March 31,2024.

d) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company's Board comprises of mixture of executive and non-executive directors with considerable experience and expertise in various fields and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of this report.

The list of Directors & Key Managerial Personnel's of the Company during the financial year ending March 31,2024 are as follows:

1. Mr. Rajesh Bhatia (DIN: 00074393), Managing Director (MD) & Chairman.

2. Ms. Nidhi Grover(DIN: 08792362) Non-Executive Independent Woman Director.

3. Mr. Milin Ramani (DIN: 07697636) Non-Executive Independent Director.

4. Mr. Dipen Shah (DIN: 07600611) Non-Executive Non-Independent Director.

5. Mr. Sanjay Doshi (DIN: 00004274) Non-Executive Independent Director.

6. Mr. Navin Kumar Bhandaradamane (DIN: 01664259) Executive Director.

7. Mr. Rajesh Bhatia (PAN: AAHPB9438N), Chief Executive Officer (CEO).

8. Mr. Navin Kumar Mane (PAN: ATBPK9664Q), Chief Financial Officer (CFO).

9. Ms. Guddi Bajpai (PAN: AWYPB2768G), Company Secretary & Compliance Officer.

a) Changes in Directors and Key Managerial Personnel?s:

During the year under review, the following changes took place in the directors and key managerial personnel's;

1. Ms. Divya Padhiyar (DIN: 08598655), ceased to be a director of the Company w.e.f. 08.08.2023.

2. On recommendation of the Nomination and Remuneration Committee, Mr. Sanjay Doshi (DIN: 00004274) was appointed as Non-Executive Independent Director of the Company w.e.f. 25.08.2023. He was regularised as Non-Executive Independent Director of the Company on September 23, 2023 by members in 17th Annual general meeting.

3. On recommendation of the Nomination and Remuneration Committee, Mr. Navin Kumar Bhandaradamane (DIN: 01664259) was appointed as Additional Executive Director of the Company w.e.f. 12.01.2024. Further, he was regularised as an Executive Director of the Company on March 16, 2024 through postal ballot.

4. Mr. Jugal Shah (DIN: 08334114), ceased to be a director of the Company w.e.f. 31.01.2024.

Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mr. Dipen Shah (DIN 07600611) Non-Executive Non-Independent Director, of the Company is liable to retire by rotation at an ensuing Annual General Meeting and being eligible has offered himself for re-appointment. A brief resume, nature of experience in specific functional areas, names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Regulation 17 of the Listing Regulations, 2015, is provided in the notes to Notice of the AGM. The Board of Directors of your Company recommended the appointment.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the Companies Act, 2013. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

b) Declaration by Independent Director(s)

The Company has received the necessary declarations from all the Independent Directors under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

Furthermore, skills/expertise/competence of each independent director 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 specified regulation of the SEBI Listing Regulations is given in the Corporate Governance Report which is forming part of this Report.

c) Annual Evaluation of the Board

Evaluation of the directors is done on an annual basis. The process is led by the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting, challenging situations, performing leadership role, and effective functioning of the Board. The evaluation process also involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors and also considers the time spent by each of the directors, accomplishment of specific responsibilities and expertise, conflict of interest, integrity of director, active participation and contribution during discussions.

d) Policy on directors? appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act can be assessed on the link.

https://primeinfobase.in/z TREEHOUSE/files/Treehouse Terms ConditionsofID 300914.PDF

e) Familiarisation Programme For Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company, the industry in which it operates, business model, etc. through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. Details of the familiarization program on cumulative basis are available on the Company's website at

https://primeinfobase.in/z TREEHOUSE/files/TREEHOUSE Policy FAMILIARIZATION PROGRAMME ID.pdf BOARD MEETING 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 which forms part of this report. The gap between these meetings was within the period prescribed under the Act and Listing Regulations, 2015.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Your Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Statutory Auditor confirming compliance conditions, forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report. It provides information about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company's various

businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2023-24.

DISCLOSURES RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL?S AND PARTICULARS OF EMPLOYEES.

Disclosure of the ratio to the remuneration of each director to the median employee's remuneration and other details 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 B".

PARTICULARS OF EMPLOYEES:

During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS

a) Statutory Auditors

The Statutory Auditors M/s. Rakesh Soni & Co., Chartered Accountants having Registration No 114625W, was appointed in 16th Annual General Meeting to hold office from the conclusion of 16th Annual General Meeting for a term of consecutive five years till conclusion of 21st Annual General Meeting.

The Statutory Auditors M/s. Rakesh Soni & Co. have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

Auditors? Report

The Independent Auditors' Report of M/s. Rakesh Soni & Co., on the Financial Statements of the Company for the Financial Year 2023-24 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Rakesh Soni & Co. in their Report dated May 03, 2024. Further, the Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013. However following are the explanations for their observations:

Explanation on observation made by the Statutory Auditor:

1. Confirmation letters:

The company has sent the confirmation letters to all the debtors and creditors as confirmed by the auditors and majority of the debtors/creditors have confirmed the same. Further these outstanding amounts are due to normal cource of business and payments/recovery have been done during the financial year 2024-25.

2. Appeal filed by Mr. Rajesh Bhatia & Anr. (Promoters of the Company) before Securities Appellate Tribunal ("SAT"): The matter is pending for hearing in the honourable Securities Appellate Tribunal ("SAT")

3. Arbitration against Janodhar Sikhshan Prasarak Mandal and others:

The company has received order in its favour on January 11, 2021 wherein the company shall receive compensation from the Respondents. The company continues to pursue legal options for recovery of proceeds as per the order.

4. Forensic Audit of the Company by EOW :

The company has submitted replies and documents for all the queries of EOW. The outcome of forensic audit by EOW is awaited.

5. Letter received from Educational Trust Vidya Bharti Samiti on services:

The Company has received a letter from the Educational Trust Vidya Bharti Samiti, showing the dissatisfaction of service provided to them. In response, The Company has invoked the arbitration clause contained in the agreement for which the Hon Bombay High Court has appointed a Sole Arbitrator to resolve the case.

6. Mira Education Trust has filed Civil Suit before the Hon Vadordra Civil Judge (CD) against Zebar Realty LLP in which company has also been named as defendant:

The trust is seeking specific performance of lease agreement against Zebar realty LLP and Company is named as defendant.

7. There was an ongoing arbitration matter between the Company and its franchisee Warren Connor ("Respondent") for non-payment of royalty fees in which the company has received an award in its favour wherein the company shall receive compensation from the Respondent:

The company continues to pursue legal options for recovery of proceeds as per the order.

8. The Company has received summons from Court in Vadodhara, Gujarat for Physical appearance on the case filed by Zebar Realty LLP, for forceful occupation of the property by ‘Mira Education Trust', who runs ‘Tree House High School' on his property which was sold to his firm ‘Zebar Realty LLP' by ‘Tree House Education and Accessories Limited' in the financial year 2022-23:

After seeking legal opinion, the company is of the opinion that it has performed all its obligations under the sale deed dated 28-February-2023 with Zebar Realty LLP. The case is now pending for hearing.

b) Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Kaushal Doshi & Associates, Practicing Company Secretaries (C.P No. 13143) to conduct the Secretarial Audit of the Company for the financial year ended March 31,2024.

Secretarial Audit Report for the financial year ended 31st March, 2024 issued by M/s Kaushal Doshi & Associates Company Secretaries in Form MR-3 forms part to this report - as "Annexure C". The qualifications/ observations, made by M/s Kaushal Doshi & Associates in their Report, are self-explanatory.

c) Cost Auditors

Provisions of section 148 doesn't attract to the Company as Company doesn't fall under the criteria of the said section.

Cost Audit Report for the year ended 31st March 2023 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2024 the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors.

d) Internal Auditor:

M/s. Dharmesh Parekh & Associates., Practicing Chartered Accountant, Mumbai performed the duties of internal auditors of the company for the Financial Year 2023-24 and their report is reviewed by the audit committee from time to time.

ANNUALRETURN

Pursuant to provision of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for F.Y. 2023-24 is available on Company's website of the Company and can be accessed at

https://www.primeinfobase.in/ir download/PPN AnnualReports/TREEHOUSE Draft Annual Return FY-2023-24.zip RELATED PARTY TRANSACTIONS

All the transactions with Related Parties are placed before the Audit Committee and are also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on arm's length basis, in the ordinary course of business and in accordance with the provisions of section 188 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, 2015. However, during the financial year ended on 31st March, 2024 the Company has not entered into any material related party transactions under the SEBI Listing Regulations, 2015 read with section 188 of the Companies Act, 2013; therefore Form AOC-2 does not form part of this report.

The details of the related party transactions entered as required under "Ind. As -24" are set out in Note No. 31 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: https://primeinfobase.in/z TreeHouse/pdf-files/TREEHOUSE POLICY ON RELATED PARTY TRANSACTION Policy.pdf

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company's website at https://primeinfobase.in/z TreeHouse/pdf-files/TREEHOUSE Policy for determining Material Subsidiary ies .pdf , presently there is no material subsidiary company.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

In Compliance with the provisions of section 177(9) of the Companies Act, 2013 read with Regulation 22 of the SEBI Listing Regulations, the Company has adopted a vigil mechanism/Whistle Blower Policy. The Company's vigil mechanism/Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any and to promote reporting of any unethical or improper practice or violation of the Company's Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company's code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal.

The Policy on Vigil Mechanism & Whistle Blower may be accessed on the Company's website at a https://primeinfobase.in/z TREEHOUSE/files/Treehouse WhistleBlowerPolicy Revised 14022016.pdf

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and brief view of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an independent internal control system which is commensurate with the size and scale of the Company. The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The processes and controls are reviewed periodically. It evaluates the adequacy of all internal controls and processes and ensures strict adherence to clearly laid down processes and procedures as well as to prescribe regulatory and legal framework. The Internal Auditors are mandated to carry out periodical audit and report on areas of noncompliances / weaknesses. Corrective actions in case of reported deficiencies, if any, are taken actively to further strengthen the internal control systems. These reports are reviewed by the Audit Committee of the Board of Directors for follow-up action and instructions are issued for taking necessary measures. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not come under the purview of the provisions of section 135 of the Companies Act, 2013 read with the rules prescribed therein relating to Corporate Social Responsibility.

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

The operations of the Company are entirely service based and the Company is non-energy intensive organization. Conservation of energy and technology absorption information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

HUMAN RESOURCES

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

The Directors wish to place on record their appreciation and acknowledgment of the efforts and dedication and contributions made by employees at all levels during the year under review. The Company continues to focus on attracting new talent & help them to acquire new skills, explore new roles and realize their potential.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also filed its Annual Report as required under the said Act. The Company has a qualified Internal Committee, who along with the external member review the policy and framework on a regular basis.

COMPLIANCE OF ACCOUNTING STANDARD:

As per requirements of Listing Regulations, 2015 and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There are no funds or shares lying with the Company to be transferred to IEPF account In accordance with Section 125 of the Companies Act, 2013 and section 6 of Section 124 of the Companies Act, 2013.

EMPLOYEE?S STOCK OPTION SCHEME

There were no stock options given by the Company during the financial year 2023-24. All the available stock options have lapsed on 11th September 2019.

CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Chief Executive Officer and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting is annexed as "Annexure D" to this Report.

MISCELLANEOUS

• There has been no change in the nature of business of the Company;

• The Company does not have any shares with differential rights.;

• During the year, your Company has not issued any sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014;

• During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.

• There were no material changes or commitments occurred between and at the end of financial year, which may affect the financial position of the company or may require disclosure.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

However Company has received order under section 206(4) of Companies Act, 2013 from Ministry of Corporate Affairs - Mumbai for furnishing of information for F.Y. 2015-16 and 2016-17 for Violation of various sections under the Companies Act 2013. In this regards Company has furnished suitable replies to the said office and is also in process of filing Compounding application suo-moto for various sections of the Companies Act 2013.

• During the year under Report, no funds were raised through employee stock option scheme and employee stock purchase scheme.

• During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

ACKNOWLEDGMENT

Your Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the shareholders, investors, bankers, customers, business partners, vendors, financial institutions, regulatory, government authorities and other stakeholders for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels during the year under review.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation.