Outcome of board meeting of Tree House Education & Accessories

Held on 02 June 2016

Tree House Education & Accessories announced that the Company has received a communication from the Merger Evaluation Committee of Zee Learn (ZLL-MEC) (authorize by their Board), informing that ZLL has decided to keep on hold the Scheme of Amalgamation of the Company with currently agreed share exchange ratio.

In the light of the decision of ZLL to hold the amalgamation, the Board of Directors of the Company at its meeting held on 02 June 2016, has decided:

1. To authorize Amalgamation Committee (AC), to suggest the way forward to salvage the deal of Amalgamation and ensure the consolidation of the business in best interest of the shareholders.

2. To authorize the AC to take necessary decisions with regard to the Scheme of Amalgamation including but not limited to appointing advisors as may be required.

3. The Board has accepted the resignation of T. S. Sarangpani as an Independent, Non-Executive Director from the Audit Committee & the Board, with effect from 02 June 2016 and the Board wishes to place on record his contribution & support to the Company.

4. The Board has reconstituted the Audit Committee of the Company, with the induction of Ram Kumar Gupta as the Chairman of the Audit Committee in place of T. S. Sarangpani with effect from 02 June 2016.

5. The Board has reconstituted its Composition, with the induction of Ram Kumar Gupta as the Chairman of the Board in place of T. S. Sarangpani with effect from 02 June 2016.

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