Tree House IPO Basis of Allotment

(This is only an advertisement for information purpose not for publication or distribution, directly or indirectly outside India, and not a prospectus announcement)

Tree House Education & Accessories Limited

Our Company was originally incorporated as a private limited company on July 10, 2006 under the name of Tree House Education & Accessories Private Limited. Thereafter, pursuant to a shareholders resolution, our Company became a public limited company and a fresh certificate of incorporation was granted to our Company on December 22, 2010 by the Registrar of Companies, Mumbai. For further details in this regard, see section titled 'History and Certain Corporate Matters' at page 112 of the Prospectus.
Registered and Corporate Office: 702 C, Morya House, Off New Link Road, Andheri (West), Mumbai 400 053, India Telephone: +91 22 6456 2322; Facsimile: +91 22 2673 6905 Contact Person and Compliance Officer: Ms. Deepali Chandrakant Hanchate; Telephone: +91 22 6456 2306; Facsimile: +91 22 2673 6905
E-mail: compliance@treehouseplaygroup.net; Website: www.treehouseplaygroup.net

PUBLIC ISSUE OF UPTO 8,432,189 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ('EQUITY SHARES') OF TREE HOUSE EDUCATION & ACCESSORIES LIMITED (THE 'COMPANY' OR THE 'ISSUER') FOR CASH AT A PRICE OF Rs. 135 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF Rs. 125 PER EQUITY SHARE, AGGREGATING UPTO Rs. 1,120.64 MILLION* (THE 'ISSUE'). THE ISSUE SHALL CONSTITUTE 25.01% OF THE FULLY DILUTED POST-ISSUE PAID UP CAPITAL OF OUR COMPANY.

* including a discount of Rs. 6 per Equity Share on the Issue Price offered by our Company to the Retail Individual Bidders ('Retail Discount').

BID/ISSUE PROGRAMME: OPENED ON AUGUST 10, 2011 • CLOSED ON AUGUST 12, 2011
ANCHOR INVESTOR BIDDING PERIOD OPENED AND CLOSED ON AUGUST 9, 2011
The Equity Shares of the Company are proposed to be listed on the Bombay Stock Exchange Limited ('BSE') and the National Stock Exchange of India Limited ('NSE') and the trading will commence on August 26, 2011#.

#Subject to receipt of listing and trading approval from the Stock Exchanges.

The Issue is being made through the Book Building Process in accordance with Rule 19(2)(b)(i) of the Securities Contracts Regulation Rules, 1957, as amended ('SCRR') read with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the 'SEBI Regulations'), wherein at least 50% of the Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers ('QIBs'). Provided that, our Company may, allocate up to 30% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price on a discretionary basis, out of which at least one-third will be available for allocation to Mutual Funds only ('Anchor Investor Portion'). In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. If at least 50% of the Issue cannot be Allotted to QIBs, then the entire application money will be refunded forthwith. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received from them at or above the Issue Price (net of Retail Discount). Specific attention is invited to section titled 'Issue Procedure' at page 234 of the Prospectus.

Our Company has allotted 1,264,828 Equity Shares of the QIB Portion to Anchor Investors on a discretionary basis at Rs.135 in accordance with the SEBI Regulations.

The Issue received 9,573 applications for 14,511,080 Equity Shares resulting in 1.7209 times subscription. The details of the applications received in the Issue from Retail Individual Investors, Non-Institutional Investors, Qualified Institutional Buyers and Anchor Investors are as under: (Before technical rejections)

Final Demand
The final demand at different bid prices is as under:

The Basis of Allocation was finalized in consultation with the BSE on August 22, 2011.

A. Allocation to Retail Individual Investors (After Technical Rejections)
The Basis of Allocation to the Retail Individual Investors, who have Bid at cut-off or at the Issue Price of Rs. 135 per Equity Share, was finalized in consultation with BSE. This category has been over subscribed to the extent of 2.6594 times. The total number of Equity Shares Allotted in Retail Individual Investor category is 2,951,266 Equity Shares to 8124 successful applicants. The category-wise details of the Basis of Allotment are (sample) as under:

B. Allocation to Non Institutional Investors (After Technical Rejections)
The Basis of Allocation to the Non-Institutional Investors, who have Bid at or above the Issue Price of Rs.135 per Equity Share, was finalized in consultation with BSE. This category has been over subscribed to the extent of 1.5105 times. The total number of Equity Shares Allotted in this category is 1,264,828 Equity Shares to 19 successful applicants. The category-wise details of the Basis of Allotment are (sample) as under:

C. Allocation to QIBs (Excluding Anchor Investor Portion)
Allocation to QIBs who have bid at or above Rs. 135 per Equity Share, has been done on a proportionate basis in consultation with BSE. As per the SEBI Regulations, Mutual Funds and other QIBs were allocated the available Equtiy Shares (2,951,267 Equity Shares) on proportionate basis.

D. Allocation to Anchor Investors
Allocation to Anchor Investors who have bid at or above Rs. 135 per Equity Share, has been done on a proportionate basis in consultation with BRLMs. As per the SEBI Regulations, 30% of QIB Reservation (1,264,828 Equity Shares) was allocated to Anchor Investors.

The IPO Committee of the Company at its meeting held on August 23, 2011, has taken on record the Basis of Allocation of Equity Shares approved by the designated Stock Exchange viz., BSE and has authorized the corporate action for the transfer of the Equtiy Shares to various successful applicants. The CAN-cum-Refund Orders and/ or notices have been dispatched to the address of the investors as registered with the depositories. Further, the instruction to the SCSBs has been dispatched on August 23, 2011. In case the same is not received within ten days, investors may contact at the address given below. The Refund Orders have been over-printed with the bank account details as registered, if any, with the depositories. The Equity Shares Allotted to successful applicants are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. These details of the allocation made would be hosted on the website of Registrar to the Issue, Link Intime India Private Limited at Website: www.linkintime.co.in

All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the First/ Sole applicant, serial number of the Bid Cum Application Form, number of Equity Shares bid for, name of the Member of the Syndicate and Place where the bid was submitted and payment details at the address given below:

Link Intime India Private Limited
c-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078
Tel.: +91 22 2596 3838/0320, Fax: +91 22 2594 6969 Email ID: mumbai@linkintime.co.in

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