Tree House Education & Accessories : Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations")

e.

Playgroup & Nursery

Fr‹ o rao‹s io all s'

‌Tree House Education & Accessories Ltd.

Shop No. 4, Aasha Co-operative Housing Society Ltd., 17th Road Khar Wesl, Mumbai - 400 052. Mobile No.: 7777051465 CIN : L80101MH2006PLC163028

December 12, 2025

Sub.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and disclosure Requirements) Regulations, 2015, as amended f"SEBI Listing Regulations") by Tree House Education & Accessories Limited fthe "Companv")

Ref.: Scrip Code: 533540/ Svmbol: TREEHOUSE Dear Sir/Madam,

Pursuant to the Regulation 30 of the SEBI Listing Regulations, read with the SEBI Mastel Circular No. SEBI/HO/CFD/PoD2/CHP/P/2023/120 dated July 11, 2023, and in accordance with the Company's Policy on Determination of Materiality for Disclosure of Events or Information, the Company has identified material litigations requiring disclosure under subparagraph 8 of paragraph B of Schedule III to the Listing Regulations, as per the revised

materiality criteria prescribed in the SEBI Amendments. The details of the material litigations is enclosed as Annexure.

We request you to take the above on record and treat the same as compliance under the

applicable provisions of the SEBI Listing Regulations.

Thanking you.

Youre tzttfy,

For e House Educa

Ac

s Limited

Raksha Mahesh Jain Company Secretary an

Encl: as above

Tree House Education & Accessories

Shap No. 4, Aasha Co•opara0ve House Sodlety Ltd., 17th Road K,hsrWes MumDai - 400 052. Mobile No.: 7777051465 CIN : L00101MH2006PLC163028

Annexure A

Ltd.

Disclosure as per Reguladon 30 of the Securities and Exchange Board of India (Listing Obligations and Dieclooure Requirements} Regulations, 2015, along with SEBI Master Circular

ssaUuo,crop DvczW,cow+zodas° In› », zox =° ssai =*•<•

SEBf/HO/C D/fTD•PoD J/P/CJ 23 dated July t3, 2023

Playgroup G Nursery

Tree House Education & Accessories Ltd.

Shop No. 4, Aaaha Co-operative Housing Society Ltd., 17th Road Khar West, Mumbai - 400 052. Mobile No.: 7777051465 CIN : L80101MH2000PLC163028

IN LllA

FIVE HUNDRED RUPEES

lhDlA NOH JUDICIAL

‌MAHARASHTRA 20250

BEFORE THE SOLE ARBITRATOR BHAVIK P. MANEK, ADVOCATE

E9 24555

IN THE MATTER OF ARBITRATION BETWEEN:

TREE HOUSE EDUCATION AND )

Shop No. 4, A&eha Co-operative Housing Society Ltd., 1 7th Road, Khar W'gat, ñfumbai - 400 0S2.

VERSUS VIDYA BHARTI SAMITI )

A Society registered under the provisions of the ) Rajasthan Societies Registration Act 1958, havlng ) its registered office Vidya Bharti Samiti, W: No.35, )

Civil Lanes, Sika (Rajasthan) 332 001 ) ...RESPONDENT

Appearances:

For the Claimant:

Adv. Chirag Sarawagi, i/b Tushar A. Goradia, Advocate for the Claimant. Navln Kumar Bhandaradamane, the Chief Finance Officer of the Claimant. Adv. Akshay Bafna representative of the Claimant.

For the Respondents:

Adv. Dhavall Gandhy, i/b Law Loyals for the Respondent. Girdharilal Bhatia, the Trustee of the Respondent.

ARBITRAL AWARD DATED 9thDECEMBER 2025

1. The Tribunal came to constituted by an Order dated llt' December 2023 passed by the Hon'ble Bombay High Court in Commercial Arbitration Application (L) No.25193 of 2023 filed by the Claimant under Section 11 of the Act. The Tribunal was constituted to adjudicate the disputes and differences between the parties in connection with various services agreements.

   
   
   
   
   
   
   
   
   

2. Thereafter, the first hearing came to take place on 5'hJanuary 2024, wherein a timeline / schedule was proposed for completion of pleadings. Thereafter, the second hearing took place on '15thMarch 2024, whereby the parties placed on record that settlement talks were going on. The Tribunal directed both the parties to intimate the Tribunal of the progress of the settlement talks on or before 15th April 2024.

3. Subsequently, the third hearing took place on 6th December 2024 and the parties once again communicated to the Tribunal that settlement talks were still ongoing and that they are in advance stages of settling the matter. Subsequently, a new and revised timeline was fixed for completion of pleadings. During the fourth meeting which took place on 2nd May 2025, the parties informed the Tribunal that draft Consent terms have been exchanged between the parties and only modalities remained to be completed. The parties also executed ajoint memo dated 13th June 2025 wherein they extended the mandate of the Tribunal by a period of 6 months i.e. from 13'h June 2025 to 13" December 2025.

4. On 10'h October 2025, the parties appeared before this Tribunal and informed the Tribunal that Consent Terms dated 30'h September 2025 ("the Consent Terms") have been entered into between the parties. As the same were not formally filed before the Tribunal, the matter was adjourned for the panies to complete all formalities.

5. The parties thereafter appeared vlrtually on 9th December 2025 and have tendered the Consent Terms dated 30'h September 2025. The same are taken on record. The said Consent Terms are marked herewith as Annexure "A".

6. The Tribunal has perused the Consent Terms. The terms of the settlement between the parties have been recorded in the Consent Terms. The parties have

   
   
   

   mutually resolved their disputes and differences. The Consent Terms have been signed by Navin Kumar Bhandaradamane on behalf of the Claimant and Girdharilal Bhatia i.e. the Trustee of the Respondent. The parties have confirmed that they have signed the said Consent Terms of their own free will. The Advocates for the parties have also signed the Consent Terms. The parties have confirmed that they have read and understood the Consent Terms and the same correctly reflects the understanding arrived at between the parties. Pursuant to the Consent Terms, the Respondent has made the payment of an amount of Rs.11,00,000/- to the Claimant. The same though made belatedly i.e. beyond the period of 30 days from the date of the execution of the Consent Terms is accepted by the Clalmant. The Claimant has confirmed the receipt of the amounts and has no objection.

7. The disputes between the parties are accordingly stands disposed off with an Award in terms of the Consent Terms. The same has to be read along with and in consonance with the present Award.

8. The reference stands closed. No order as to costs.

Place: Mumbai

Date: 9'h December 2025

avik P. Manek

Sole Arbitrator

BEFORE THE SOLE ARBITRATOR BHAVIK P. MANEK

IN THE MATTER UF ARBIRATION BETWEEN:

TREE HOUSE EDUCATION AND ACCESSORIES LIMITED

A Company incorporated under the provisions of the Companies Act 1956, having its registered office at Shop No.4, Aasha Cooperative Housing Society Limited. Near Khar Gyinkhana,17"'

Road, Khar (West), Mumbai - 400 052.

...CLAIMANT VERSUS

VIDYA BHARTI SAMITI

A Society' registered under the provisions of the Ra.lasthan Societies Registration Act 1958, having its registered office Vidya Bharti Samiti, W. ho.35, Civil Lanes, Sika (Rajasthan) 332 001

)

)

)

)

)

) ...RESPONDENT

CONSENT TERMS

1. The Claimant is ill.'cr-alia engaged in the business of running pre-schools for children including pre-schools (pre-nui'sery, nursei'y,

   the registered piopi'ietor of the Trade Mark "the ,free

   
   
   

   ' junior kindergarten and senior kindergarten). The Claimant has developed and set up a chain o1 pre-schools for in India under the name and style of "The Tree House Playgroup and Nursery" The Claimant is

   
   
   

   House" and the logo comprising the graphical representation of "The Tree House".

2. The Respondent is a registered Society and is running schools at

   (1) Janpath, Shyam Nagar, Jaipur and (2) Kamla NehruNagar, behind Hirapur, Power House Station, Ajmer Road, Jaipur ("Schools") front Kindergarten to Standard XII.

3. The Claimant had agreed to provide the following facilitation services to the Respondent (i) curriculum and teaching aids including literary, artistic and musical works, used in inipai'ting education and training to the students of the schools / courses run by the Respondent

   (ii) facilities / services for improvement in the educational standards of the students of the schools/courses conducted by the Respondent,

   (iii) education imparting methods to the students of the schools/courses conducted by the Respondent, (iv) optimum utilization of resources, (v) training for the employees/teachers for eiiective management of educational institution (vi) educational activates improving the intellectual level of its students, (vii) applying holistic approach towards education, (viii) providing support with regards to the administration o1 the school, (ix) unique extracurricular activities for its students (x) creating a brand goodwill of its own and such other ancillary services.

   
   
   

4. The Respondent was in the process of setting up new educational institutes across the Country and was desirous of availing the facilitation services of the Claimant for such new educational institutes. the Claimant agreed to provide its facilitation services to the Rcspondent at a consideration amount of Rs.29,00,00,000/- as rclundable security deposit for a period o "p$ J

5. The parties entered into a Service Agreement dated 1st April 20 12 ("Master Service Agreement"), where-under, the Respondent availed the facilitation services as described above exc1usiv'ely from the Claimant for the said schools for a period of thirty' years at a one-tiie consideration amount of Rs. 1,00,00,000/-.

6. The parties further entered into a Service Agreement dated 1" April 2012 ("2"' Service Agreement"). The parties had thereafter, entered into an Addendum dated 6"' November 2012 whereby the one-tire fixed fees payable by the Claimant to the Respondent was changed from Rs.1,00,00,000/- to Rs.2,00.00,000/-. The parties had also executed an Agreement dated 1" April 2013 whereby the Respondent was permitted to use the trademark and logo o1" the Claimant for the said schools.

7. The parties thereafter, entered into an Addendum dated 2"'

   March 2015 modifying certain terms and conditions of the Master

   ' Serx'ice Agreement. The Master Service Agreement and the 2"d Service Agreement dated 1" April 2012 and two Addendums dated 6"' November 2012 and 2"d March 2015 to the Master Service Agreement shall hereinafter collectively be referred to as the "Agreements". Certain disputes had tliel'eatier arisen bet een the parties in connection with these Agreements.

8. During the pendency of the above Arbitration proceedings. the parties have amicably resolved their dispute and differences. These Consent Terms are entered into, to place record the terms and

   ‹ conditions of the settlement arrived at, between the parties.

   
   
   

9. The parties hereby agree and conitrm that the Master Ser› ice Agreement dated 1st April, 2012 read with 2"' Service Agreement dated 1" April 2012 read with the Addendum dated "i Novenib p2012

   and read with Addendum dated 2"d March 2015 to Master Service Agreement are valid, binding and subsisting on the parties.

10. The parties hereby declare and agiee to the following variation / modification in the Agreements:

    1. The facility fee of Rs.3,000 per student as mentioned in

       Clause 5.1(i) of the Master Service Agreement. to be " replaced by a variable fee which is to be mutually agreed in

       writing by both the paities for each academic year, on the basis of the actual student strength.

    2. The Clause 5.1(ii) of Master Service Agreement providing minimum guaranteed amount stands deleted and no minimum guarantee shall be chargeable. Meanwhile, the Respondent's culrent enrolment remains approximately 240 students including RTE students.

    3. Interest payable ofBPLR+2% p.a. on the security deposit of' Rs.29,00,00,000/- as mentioned in Recital D of 2"d Service Agreement and Clause 4 of the Master Service Agreement (as agreed to be paid as per Clause 4 of 2'd Service Agreement), hereby stand deleted.

    4. The services as mentioned in A8''eemeF1ts in respect of School at Kaiula Nehru Nagar, Behind Heerapura Power House Station, Ajmer Road, Jaipur stand terminated mom the date of execution of this Consent Terms.

       
       
       

       e The Respondent hereby shall pay a sum or Rs.11.00.000 within 30 days from date of the Consent Terms as a one-time

       
       
       

       settlement amount. The Claimant further acknowledges that it has already earned substantial revenue under the Agreement from the period 2012 to 2018 and that the abovementioned payment ofRs.11,00,000/- shall satisfy all claims thereunder.

11. The refundable security deposit ofIIs. 29.00,00,000/- paid by the Claimant to the Respondent, shall be now repaid by the Respondent sti'ictly in accordance with Schedule A annexed to this Consent Terms.

12. In any event, the Respondent defaults in payment of any instalment in Schedule A herein, the Claimant shall give a 90 days' notice in writing to the Respondent to cure the default and pay the instalment enumerated in Schedule A. IT" the Respondent rails to pay the installment even after expiry of 90 days, the Claimant shall be entitled to initiate appropriate proceedings to the recover the unpaid amount in accordance with law without prcjrldice to the interest

    aived herein above.

13. The parties hereby declare and agree that they release and discharge each other (including their o1"ficeis, employees and officers) front all claims, demands, actions and cause of" action, arising out of the Agreements save and except for obligations expressly mentioned in this Consent Terms.

14. The pai'ties hereby declare and agree that this Consent Terms is cxecuted ithout any admission of liability by either of the party and

    " the same are purely being entered to biing the disputes to an end.

15. The parties expressly agree and declai'e that neither party shall. in any proceedings present or future. diiectl or indirectly challenge

    
    
    
    
    
    

    the validit enfoi ceability, or binding nature of t ze Agreeing e

    'p ^.',

    
    
    

    and except to the extent expressly modified by the virtue of these Consent Terms. Both parties waive all claims and/or contentions and/or allegations made to the contrary.

16. The parties hereby agree that there has been no express or' implied suspension, rescission. or repudiation of any of the Agreements and/or clauses of the Agreements by either party save and except those, niodified under the present Consent terms. The Agreements have remained in force and effect at all material times, notwithstanding the disputes that arose, and continue to govern the contractual relatlonsliip betweeli the Panies

17. The parties agree that certain clauses of the Agreements stand iiiodi red as per the terms recorded in these Consent Tends. The said modifications are made with mutual consent and shall lonn an integi-d1 part of" the Agreements. Except for the specific modifications expressly recorded herein, all other clauses, terms, and conditions of

    the Agreements shall remain unchanged and shall continue to be ›•alid, • binding. and enforceable in accordance with their original tenor

18. The modifications agreed to herein shall be deemed to be incorporated into the respective Agreeiiients as though originally set out therein, and the Agreements shall henceforth be read and interpreted in conjunction ›xith these Consent Terms. In the event of any inconsistency between the provisions of the Agreements and the provisions o1 these Consent Terms, the provisions of these Consent Terms shall prevail.

    
    
    

19. The parties agree that the Agreements are not only valid and subsisting but shall continue to have legal binding and effect on the Parties. The Agreements. as partiall;• modified by these Consent Tei'nis, shall remain the detinitive source o1 rights, du "ations.

    
    
    

    and liabilities of the parties with respect to the subject matter covered therein.

20. This Consent Terms shall take effect mom being recorded by this Hon'ble Tribunal and shall constitute a binding Award / Decree in accordance with Section 30 of Arbiti'ation & Conciliation Act. 1996.

21. The terms herein are strictly confidential and under no circumstances shall be disclosed to any pei'son save and except as mandated or required under any law for the time being in force or and' order / directions of Court of Law or unless a prioi' written consent is obtained from other party.

22. Any modification / amendment in this Consent Tennis shall be

    ›•alid only if made in writing and signed and stamped by both the panies.

23. The parties represent and wariant that it has the authorised erson / signatories executin • this Consent Terms have tull power and authority to enter upon and execute the same and there ai'e no third-party rights inconsistent with the obligations undertaken.

24. In any event, due *o any change of law or statute or any ordei / directions by any court of law or statutory / regulatory authority, and' clause(s) of this Consent Tennis are held to be invalid or' unenforceable, then, the restraining clauses shall continue to remain in force and effect.

" 25. The parties hereby agree and undTi'take that all taxes coining to their respective shares shall be paid by them.

1. It is agreed, confirmed and declared between the parties that that there will be no claim made as against each other, after settlement of this dispute.

2. This Consent Terms along with Schedule A herein shall constitute as the final and binding settlement agreement between the parties and shall supersede all piior discussions, communications, correspondents, term-sheet etc. whether written or oral.

3. It is accordingly agreed, confirmed and declared by the parties that the present proceedings shall be disposed oft in terms as set out in this Consent Tei'nis between the parties.

4. There shall be an Award in terms of"this Consent Terms.

5. No or der as to costs.

   Advocate for Claimant

   'spondent

   Advocate for Respondent

   
   
   

   8

   Schedule A
   VBS - Refundable deposit repayment schedule
   Year	Deposit	Refund	Balance
   1	29,00,00,000	5,00,000	28,95,00,000
   2	28,95,00,000	5,00,000	28,90,00,000
   3	28,90,00,000	10,00,000	28,80,00,000
   4	28,80,00,000	13,00,000	28,67,00,000
   5	28,67,00,000	16,00,000	28,51,00,000
   6	28,51,00,000	19,00,000	28,32,00,000
   7	28,32,00,000	22,00,000	28,10,00,000
   8	28,10,00,000	29,00,000	27,81,00,000
   9	27,81,00,000	36,00,000	27,45,00,000
   10	27,45,00,000	43,00,000	27,02,00,000
   11	27,02,00,000	50,00,000	26,52,00,000
   12	26,52,00,000	57,00,000	25,95,00,000
   13	25,95,00,000	64,00,000	25,31,00,000
   14	25,31,00,000	71,00,000	24,60,00,000
   15	24,60,00,000	78,00,000	23,82,00,000
   16	23,82,00,000	85,00,000	22,97,00,000
   17	22,97,00,000	92,00,000	22,05,00,000
   18	22,05,00,000	1,02,00,000	21,03,00,000
   19	21,03,00,000	1,12,00,000	19,91,00,000
   20	19,91,00,000	1,22,00,000	18,69,00,000
   21	18,69,00,000	1,32,00,000	17,37,00,000
   22	17,37,00,000	1,42,00,000	15,95,00,000
   23	15,95,00,000	1,54,00,000	14,41,00,000
   24	14,41,00,000	1,66,00,000	12,75,00,000
   25	12,75,00,000	1,78,00,000	10,97,00,000
   26	10,97,00,000	1,90,00,000	9,07,00,000
   27	9,07,00,000	2,02,00,000	7,05,00,000
   28	7,05,00, 000	2,14,00,000	4,91,00,000
   29	4,91,00,000	2,26,00,000	2,65,00,000
   30	2,65,00,000	2,65,00,000

   
   
   
   
   
   

   se'

   Playgroup & Nursery

   
   
   

   Tree House Education & Accessories Ltd.

   Shop No. 4, Aasha Co-operative Housing Society Ltd., 17th Road Khar West, Mumbai - 400 052. Mobile No.: 7777051465 CIN : L80101 MH2006PLC 163028

   CERTIFlED TRUE COPY OF THE CIRCULAR RESOLUTION PASSED BY BOARD OF DIRECTORS OF TREEHOUSEEDUCATlONflACCESSORlESLANTEDON vONDAY,SEPTENBER29, 2025.

   1. Authorize Mr. Navin Kumar Bhandaradamane to Sign Consent terms with Vidya Bharati Samiti.

RESOLVED THAT Mr. Navin Kumar Bhandaradamane, Chief Financial Officer ("CFO") of the Company, be and is hereby authorized to sign and execute the consent terms with Vidya Bharati Samiti, a society registered under the provisions of Rajasthan Societies Registration Act, 1959, having its registered office at Vidya Bahrati Samiti, W. no-35, Civil Lines, Sikar (Rajasthan) 332001, on behalf of the Company ("Tree House Education Et Accessories Limited").

RESOLVED FURTHER THAT Mr. Navin Kumar Bhandaradamane, be and is hereb,• aUthorlzed to take all necessary steps, including but not limited to signing, executing, and submitting any documents, affidavits, or undertakings, and to do all such acts, deeds, and things as may be required to give effect to the consent terms before the Learned Arbitrator, Bhavik Manek.

, RESOLVED FURTHER THAT any one of the authorized signatories of the Company be and is hereby authorized to certify, sign, and deliver all such documents, notices, or communications as may be necessary for the purpose of implerrenting this resolution.

//Certified True Copy//

For Tree House Education Et Accessories Limited

'esh Bhatia

ector . ¿.

*'"" '"" "' *'

(DIN: 00074393) '• "

Vidya Bharati Samiti Io

Registered Office: 35, Civil Lines, Sikar, Rajasthan.Ph.. +91-1572-270675

CERTIFIED TRUE COPY OF THE RESOL UTION PA SSED B Y THE BOARD OF TR USTEES/ MEMB ER S OF VIDYA BHARAT I SAMITI AT ITS BOARD MEETING HELD ON 29 "' SEPTEMBER 2025 , AT ITS REG IST ERED OFFICE 35, CIVIL LINES, SIKAR, RAJASTHAN.

RESOLVED THAT MR. G1RD H AR I LAL SUCNOMAL BHAT IA ( Ti ustee) of VIDYA BHARATI

SAMITI is laereb; arlthori zed to Si on con sent term s on behalI of VTDYA BHARAT I SAMIT I belore the Lear ned Arbitratoi' M r. BHAVI K MANE K.

FURTHER RESOLVED THATMR. GIRDHAR ILA L SUGNOM AL BHA TIA (Ti uste e) is hereby

author ized to i epi esent and siin › akalatnam a and other docurine rite in respect of any c ours rn alters, Iitinations. ai'b itrat ion, c our t cases on faelia11 of VIDYA HHARA TI SAM IT I .

TR L E COPY

For VIDYA BHARATI ' MIT I .

Di . BA LW A I NGH CHIRAN A TRUST EE

‌BEFORE THE SOLE ARBITRATOR BHAVIK P. MANEK

IN Tl4k MATTER OF ARBIRA"IION BETWEEN:

VERSUS

VIDYA BI IAR 1"I SAMI I I ... RR SPONDEN 1

CON SP.N"F TfiltMS

TUSHAR A. GORADIA

Advocates for the Claimant

l 2- l4,3'dF loom Re1l Building. Sir P.M. Road, Next to Bombay Stores, £ort, Mumbai - 400 001

raw i.ovnzs

Advocates f‹ir the Respondent io/D Dahubali Building, 17/H, Cawasji Patel Street, Fort, Mumbai - 4oOooi.