Jaro Institute of Technology Management and Research Ltd. के निदेशक की रिपोर्ट

Mar 31, 2026

The Board of Directors ("Board") are pleased to present the 17^th Annual Report on the business and operations
of the Jaro Institute of Technology Management and Research Limited ("Company"/"Jaro Education")
along with the Audited Financial Statements of the Company for the financial year ended on March 31, 2026
("FY 2025-26“/ "period under review"). This being the first report after the Initial Public Offer ("IPO") and listing
of the equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE
hereinafter collectively referred as "Stock Exchanges"), the Board extends a warm welcome to all our public
shareholders and looks forward to your continued trust and support in the future.

1. Financial Result & Highlights:

Key highlights of the financial performance of your Company for the financial year 2025-26 are provided
below:

(Rs. in Lakhs)

Particulars	FY 2025-26	FY 2024- 25
Income from continuing operations	27,387.81	25,226.26
Other Income	1,112.37	175.61
Total Income	28,500.18	25,401.87
Total Expenses	21,474.93	18,387.51
Profit before Tax	7,025.25	7,014.36
Less: Total Tax Expense	1,733.61	1,847.49
Profit after tax	5,291.64	5,166.87
Add : Other Comprehensive Income / (loss)	(29.66)	(23.62)
Total Comprehensive Income for the year	5,261.98	5,143.25
Nominal value per share (in rupees)	10	10
Basic and diluted earnings per equity share
- Basic (in rupees)	24.97	25.53
- Diluted (in rupees)	24.78	25.35

Performance Highlights

During the financial year under review (FY 2025-26), your Company delivered a steady financial performance
marked by consistent revenue growth and sustained profitability.

Revenue

The total revenue of your Company for FY 2025-26 stood at Rs. 28,500.18 lakhs, reflecting a growth of
approximately 12.20% as compared to Rs. 25,401.87 lakhs recorded in the previous financial year (FY 2024-
25).

Expenses

The total expenses incurred during the year under review amounted to Rs. 21,474.93 lakhs, as against Rs.
18,387.51 lakhs in FY 2024-25, representing an increase of approximately 16.79% over the previous year.

Profitability

Despite the rise in operational costs, your Company maintained a healthy profit trajectory. The Company
recorded a net profit of Rs. 5,291.64 lakhs during FY 2025-26, as compared to a net profit of Rs. 5,166.87 lakhs
in the preceding financial year. This reflects the Company''s continued focus on operational efficiency and
cost optimisation.

2. State of the Company''s Affairs:

Jaro Institute of Technology Management and Research Limited is a diversified education company providing
online higher education for professional upskilling. We market and facilitate delivery of a diversified range
of online degree programs including MBA, M.Com., M.A., PGDM, M.C.A., M.Sc., B.Com., BCA, as well as cross-
disciplinary certification courses, in partnership with 33 Partner Institutions (which include 7 llMs and 5 HTs and
19 Tier-2 universities and institutions and 2 Global Institutes as of March 31, 2026.)

3. Change in the Nature of Business, If any:

During the period under review, there has been no change in the nature of business of the Company.

4. Board Policies

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013
("Act") and the Securities and Exchange Board of India (SEBl) Regulations are provided in Annexure I to this
Board''s report.

5. Subsidiary, Joint Venture and Associate:

During the financial year under review, the Company incorporated Jaro Education Welfare Trust on February
24, 2026, for the purpose of administering and managing the Employee Stock Option Plan (ESOP) of the
Company.

The Company does not have any subsidiary, associate or joint venture company within the meaning of the
Companies Act, 2013 as on March 31, 2026.

Accordingly, the disclosure requirements under Section 129(3) of the Companies Act, 2013, read with the
applicable Rules relating to the preparation and presentation of consolidated financial statements and
the statement containing salient features of the financial statements of subsidiaries, associates and joint
ventures are not applicable to the Company.

6. Iransfcrto Reserves

The Company proposes to retain the entire amount as surplus in the Profit & loss Account and not to transfer
any amount to General reserves.

7. Dividend:

Pursuant to the approval of the Board on January 02, 2026, your Company declared an interim dividend of
Rs. 2/- (Rupees Two only) per equity share of face value of Rs. 10 each, to shareholders whose names were
appearing in the register of members as on January 16,2026, being the record date fixed for this purpose, after
deduction of applicable taxes. The dividend was paid on January 31, 2026, and the total net cash outflow was
Rs. 4.43Crore.

Further, the Board of Directors have recommended a dividend of Rs. 3/- (Rupees Three only) per equity share
of Rs. 10/- (Rupees Ten only) each, aggregating Rs. 6.68 crore for the financial year ended March 31, 2026.
Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be
subject to deduction of income tax at source.

The total dividend payout for FY 2025-26, including the interim and proposed final dividend, would amount
to Rs.11.11 crore, representing 21.00% of the net profit of the Company for the financial year under review. The
dividend recommended by the Board is in accordance with the Company''s Dividend Distribution Policy, which
is available on the Company''s website at https://www.jaroeducation.com/investor-relations.

8. Share Capital and listing of new shares:

The equity shares of the Company were listed on the Stock Exchanges with effect from September 30, 2025.
Consequent upon the listing, the Company''s equity shares are compulsorily traded in dematerialised form in
accordance with the provisions of the Securities Contracts (Regulation) Act, 1956, the SEBl (listing Obligations
and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") and other applicable laws.

The Company continues to encourage its shareholders to hold their shares in dematerialised form, which
facilitates seamless trading, transfer and better investor services. As on March 31, 2026, and as on the date
of this Report, 99.99% of the paid-up equity share capital of the Company was held in dematerialised form,
reflecting the strong participation of shareholders in the depository system.

As at March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 40,00,00,000/- (Rupees Forty
Crores Only), divided into such classes of shares as authorised under the Memorandum of Association of the
Company. The Paid-up Equity Share Capital of the Company as on March 31,2026, was Rs. 22,17,86,910/- (Rupees
Twenty-Two Crores Seventeen Lakhs Eighty-Six Thousand Nine Hundred Ten Only), comprising 2,21,78,691 Equity
Shares of Rs. 10/- each fully paid-up.

Sr. No.	Date of Allotment	Type of Allotment	No. of Shares Allotted
1.	06-05-2025	ESOP''s & Bonus	2,667
2.	18-06-2025	ESOP''s & Bonus	5,976
3.	26-09-2025	Allotment under IPO	19,10,112
4.	21-01-2026	ESOP''s & Bonus	20,050
5.	25-03-2026	ESOP''s & Bonus	2,352

9. Material Events During the Year
Listing of Equity Shares of the Company:

Durina the period under review, the Company got listed on stock exchange(s) through Initial Public Offer
("IPO") for total 50,56,179 (Fifty Lakhs Fifty-Six Thousand One Hundred and Seventy-Nine) Equity Shares
aggregating to Rs. 4,500 million (Rupees Four Thousand Five Hundred Million only).

The issue price was Rs 890/- (Rupees Eight Hundred and Ninety Only) per share, including the premium of Rs.
880/- (Rupees Eight Hundred and Eighty Only) per equity share.

The above-said equity shares (50,56,179) were allotted in the following manner:

a) 15,16,853 Equity Shares were allotted to Anchor Investors;

b) 10,11,236 Equity Shares to Qualified Institutional Bidders (except Anchor investors);

c) 7,58,427 Equity Shares to HNI / Non-lnstitutional Bidders; and

d) 17,69,663 Equity Shares to Retail Individual Bidders.

The equity shares of the Company are listed on the stock exchanges, viz., BSE Limited and National Stock
Exchange of India Limited, w.e.f. September 30^!h 2025.

The Board is gratified and humbled by the faith shown in the Company by its members. The Board also places
on record its appreciation for the support provided by various Authorities, Book Running Lead Managers,
Stock Exchanges, Depositories, Counsels, Consultants, Auditors, other intermediaries and employees of the
Company for making the IPO of the Company a grand success

10. Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for
safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation of reliable financial information. During the year under
review, the Internal Financial Controls were operating effectively and no material or serious observation has
been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

11. Annual Return

In pursuance of Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, a copy of the Annual Return
in Form No. MGT-7 is available on the Company''s website and can be accessed at the weblink https://www.
jaroeducation.com/investor-relations

12. internal Audit

The internal audit of the Company for the financial year 2025-26 was undertaken by M/s. M P G & Associates
LLP, an independent external agency. The scope of the internal audit is appropriately defined, taking into
consideration the size, scale, and complexity of the Company''s operations.

The internal auditors submit detailed reports, which are reviewed and deliberated upon in the meetings of the
Audit Committee and the Board of Directors. The Audit Committee closely monitors the implementation and
execution of the audit plan, assesses the adequacy and effectiveness of the internal control systems, and
oversees the timely implementation of audit recommendations to strengthen the governance framework of
the Company.

13. induction of Strategic Partners During the Year

During the year under review, the Company has not inducted any strategic partners.

14. Deposits

The Company has neither invited nor accepted any deposits from the public falling within the purview of
provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the
year under review. There is no unclaimed or unpaid deposit lying with the Company. Hence, the requirement
for furnishing of details relating to deposits covered under Rule 8(5)(v) of Companies (Accounts) Rules, 2014
and Rule 2(l)(c) of Companies (Acceptance of Deposits) Rules, 2014 is not applicable.

15. Related Party Transactions

The Company has in place a process for approval of related party transactions and dealing with related
parties. As per the process, necessary details for each of the Related Party Transactions as applicable along
with the justification are provided to the Audit Committee in terms of the Company''s Policy on Materiality of
and Dealing with Related Party Transactions and as required under SEBI Circular.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded
on the Company''s website and can be accessed at the Web-link: https://www.jaroeducation.com/investor-
Lelations

All Related Party Transactions (RPT) and subsequent material modifications are placed before the Audit
Committee for its review and approval. Prior omnibus approval is obtained for RPT which are of repetitive
nature and / or entered in the ordinary course of business and are at arm''s length.

During the financial year under review, all transactions entered into by the Company with related parties were
undertaken in the ordinary course of business and on an arm''s length basis, in compliance with the applicable
provisions of the Companies Act, 2013, and rules framed thereunder, the SEBI Listing Regulations, and the
Company''s Policy on Related Party Transactions.

The Company has established adequate internal control mechanisms and processes to monitor related party
transactions and ensure that such transactions are undertaken with appropriate approvals and in compliance
with the applicable laws, accounting standards and internal policies. The Audit Committee periodically reviews
the effectiveness of the control and governance framework relating to related party transactions.

During the period under review, the Company has not entered into any contracts/ arrangements/ transactions
with related parties which qualify as material in accordance with the Policy of the Company on materiality of
related party transactions and hence there is no information to be provided in Form AOC-2 as required under
Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of related party transactions entered into by the Company during the financial year 2025-26 are
disclosed in Note No. 33 of the Financial Statements forming part of the Annual Report.

In accordance with the requirements of Section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, statement showing the particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo as follows;

Conservation of energy: -

(0	the steps taken or impact on conservation of energy	Nil
(ii)	the steps taken by the Company for utilizing alternate sources of energy	Nil
(iii)	the capital investment on energy conservation equipment''s	Nil

(1)	the effort made towards technology absorption	The Company has undertaken significant efforts towards technology absorption by strengthening its digital capabilities
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	and integrating Generative Artificial Intelligence ("Generative Al") into its tools and operations. This integration has resulted in multiple benefits, including: Product Improvement: Deployment of three advanced Learning Management Systems (LMSs) offering user-friendly interfaces, seamless enrolment processes, and interactive learning features, thereby enhancing the overall learning experience for Partner Institutions and Learners. Product Development: Introduction of innovative Al-powered tools, such as the Upskilling Return on Investment Calculator and Jaro Skill Calculator. These tools help Learners measure program outcomes, identify knowledge gaps, and obtain personalized career insights. Al-powered chatbot on the website, providing real-time query resolution to prospective and current Learners. This has reduced response time, optimized support costs, and increased efficiency in lead generation. Market Responsiveness: Use of Generative Al to analyse industry reports, academic publications, and online discussions, enabling the Company to identify emerging trends, anticipate market demand, and design tailored offerings and marketing campaigns for Partner Institutions. Through these efforts, the Company has successfully enhanced product quality, introduced innovative solutions, optimized costs, and improved customer engagement thereby strengthening its competitive edge.
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported	-
	(b) the year of import;	-
	(c) whether the technology been fully absorbed	-
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development	Nil

Foreign Exchange Earnings or outgo in foreign exchange during the FY2025-26:

	FY 2025-26	FY 2024-25
	(Rsln Lakhs)	(Rs in Lakhs)
Actual Foreign Exchange earnings	-	-
Actual Foreign Exchange outgo	441.42	462.76

17. Particulars of Loans, Guarantees, Investments and Securities

The details of loans given, investments made or guarantees or securities provided and the purpose for which
the loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security
pursuant to Section 186 of the Act are given under Note 8 loan to trust annexed to Financial Statements for the
year ended March 31,2026 and the same forms part of this Annual Report.

18. MATTERS RELATED TO DIRECTORS'' & KMP3;

1. Composition of Board;

Your Company embraces the importance of a diverse Board in its success. The composition of the Board of
Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the
Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors. The
Directors on the Board holds different knowledge and skills, along with regional and industry experience, cultural
and geographical background of the Board ensures that your Company retains its competitive advantage. As
on March 31,2026, the Board consisted of 6 Directors, comprising 2 Executive Directors, 1 Non-Executive Director,
and 3 Independent Directors, of whom 2 are independent Woman Directors.

Name	Designation
Mr. Sanjay Namdeo Salunkhe	Chairman & Managing Director
Ms. Ranjita Raman	Whole-Time Director & CEO
Mr. Balkrishna Namdeo Salunkhe	Director
CA Ishan Baveja	Independent Director
Dr. Vaijayanti Ajit Pandit	Independent Director
Dr. Alpa Urmil Antani	independent Director

During the FY2025-26, there was no change in the composition of Board however CA Ishan Baveja was
reappointed as the Independent Director and details of the same is as follows.

Sr. No	Name	Nature of change	Date of appointment /cessation
1	CA Ishan Baveja	Reappointed as an Director	independent Febfuaiy> 2026

2. Change in composition of the Board, after the end of FY 2025 -26 till the date of this report;

There has been no change in the composition of the Board of Directors of the Company after the close of the
financial year 202526 and up to the date of this Report.

3. Director(s) liable to retire by rotation;

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of
Association of your Company, Mr. Sanjay Namdeo Salunkhe (DIN 01900632) is liable to retire by rotation at
the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution
seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice
of AGM.

4. Composition and Meetings of Board of Directors & Committee(s)

The Composition of Board and Committee(s) as on March 31, 2026 and the details of the Meetings of the
Board and Committee(s) of the Company held during FY 2025-26 are disclosed in the Report on Corporate
Governance forming part of this Annual Report.

During the year under review, all the recommendations/submissions made by the Audit Committee and other
Committees of the Board were accepted by the Board.

Pursuant to Section 149(7) of the Act, Regulation 16(l)(b) and Regulation 25(8) of the Listing Regulations, the
Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of
Independence as prescribed in the Act and the Listing Regulations, and are not aware of any situation which
exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an
Independent Director with an objective independent judgement and without any external influence. Further,
veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the
Listing Regulations.

The Board is of the opinion that the Independent Directors hold highest standards of integrity and possess the
relevant proficiency, expertise and experience to qualify and continue as Independent Directors of the Company
and are Independent from the Manaqement of the Company.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (''MCA''), all the Independent Directors have
confirmed that they have registered themselves with databank maintained by The Indian Institute of Corporate
Affairs (''IICA''). These declarations/confirmations have been placed before the Board.

6. independent Directors'' Meeting

In accordance with the provisions of Listing Regulation and Companies Act, the Independent Directors of your
Company met twice during the financial year, on January 01,2026 and March 26,2026, without the attendance
of Non-Independent Directors and members of the management. The Independent Directors reviewed the
performance of the Non-Independent Directors, CFO, CEO, Committees and the Board as a whole along with the
performance of the Chairman of your Company, taking into account assessment of the quality, quantity and
timeliness of flow of information between the Company management & the Board and free flow of discussion
on any matter that is necessary for the Board to effectively and reasonably perform their duties.

7. Relationship between Directors

Mr. Balkrishna Namdeo Salunkhe, Non-Executive Director is related to Mr. Sanjay Namdeo Salunkhe, Chairman
& Managing Director. Other than this relationship, none of the Directors on the Board are related to each other.

8. Number of meetings of the Board

The Board met 12 (Twelve) times during the year under review. The intervening gap between the meetings
did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the Board
meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms
part of this Annual Report.

9. Code of Conduct

The Company has adopted the Code of Conduct for its Board Members and Senior Management of the
Company. All the Board members and Senior Management personnel have affirmed compliance with the
applicable Code of Conduct. A declaration as required under Regulation 26(3) of Listing Regulations duly
signed by the Director forms part as an annexure of Corporate Governance Report. The Code is available on the
website of the Company at https;//www.jqroeducation.com/investor-relations

10. Familiarisation and Training Programmes

The Company has formulated a policy on ''Familiarisation programme for Independent Directors''. Accordingly,
upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which
inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities
in the Company, nature of industry in which the Company operates, business model of the Company, various
businesses in the group etc. The Director is also explained in detail the compliance required from him/her under
the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board/ Committee
Meetings, presentations are regularly made to the independent Directors on various matters inter-alia covering
the business strategies, management structure, management development, quarterly and annual results,
budgets, review of Internal Audit, risk management framework, and operations of Trust.

The Policy on Familiarisation programme for independent directors along with the details of the Familiarization
Programmes conducted by the company during the FY 2025-26 are available on the website of the Company
and can be accessed at https://www.jaroeducation.com/investor-relations

11. Policy on Directors'' Appointment and Remuneration

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended
from time to time, requires the Nomination and Remuneration Committee ("NRC") to formulate a Policy relating
to the remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior Management and other
employees of the Company and recommend the same for approval of the Board.

Accordingly, in compliance to the aforesaid provisions, the Nomination and Remuneration Policy of the
Company is available on the website of the Company and can be accessed at https://www.jaroeducation.
Qom/iavestor-relatioDS

12. Appointment Criteria and Qualifications:

1) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or Senior Management and recommend to the Board his / her
appointment

2) A person should possess adequate qualifications, expertise and experience for the position he / she is

considered for appointment. The Committee has discretion to decide whether the qualification, expertise
and experience possessed by a person are sufficient/ satisfactory for the concerned position.

3) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-
time Director/Manager who has attained the age of seventy years.

Provided that the term of the person holding this position may be extended beyond the age of seventy years
with the approval of shareholders by passing a special resolution based on the explanatory statement annexed
to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

13. AnnualEvaluation;

The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its
Committees and individual Directors, including the Chairman. A comprehensive Board effectiveness assessment
questionnaire was developed, based on the criteria and framework approved by the Board.

The outcome of the evaluation reflected a high level of commitment engagement, and effectiveness
demonstrated by the Board, its Committees, and senior management. The findings and recommendations
arising from the evaluation process were deliberated upon during the meeting of the Independent Directors
held on January 28,2026.

The performance evaluation shall be carried out as follows:

Sr. No	Performance Evaluation by	Of Whom
1	Board of Directors	The Board as a whole and the Committees of the Board, all Directors, excluding the evaluater Director.
2	Independent Directors	Non - Independent Directors, Chairman of the Company Board as a whole
3	Committees of the Board	The Board as a whole and the Committees of the Board, all Directors, excluding the evaluater Director.

14. Removal;

Due to reasons for any disqualification mentioned in the Act, rules made there under or under any other
applicable Act rules and regulations, the Nomination & Remuneration Committee may recommend, to the
Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the
provisions and compliance of the said Act, rules and regulations.

15. Retirement;

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the
prevailing internal policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior
Management in the same position / remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.

16. Provisions Relating to Remuneration of Directors. KMP and Senior Management
• General:

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management will be
determined by the Committee and recommended to the Board for approval. The remuneration / compensation
/ commission etc. shall be subject to the prior/post approval of the shareholders of the Company and such
other approval, wherever required.

The remuneration and commission to be paid to the Managerial Person shall be as per the statutory provisions
of the Act and Listing Regulations, and the rules made thereunder for the time being in force.

Increments to the existing remuneration/compensation structure may be recommended by the Committee to
the Board, which should be within the slabs approved by the Shareholders in the case of the Managerial Person.

The remuneration structure will have a right mix of guaranteed (fixed) pay, pay for performance and long-term
variable pay based on business growth and other factors such as growth in shareholder value to ensure that it
is competitive and reasonable.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and for Senior
Management for indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel.

Remuneration to Managerial Person, KMP and Senior Management;

1) Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may
be approved by the Board on the recommendation of the Committee in accordance with the statutory
provisions of the Act and the rules made thereunder for the time being in force. The break-up of the
pay scale and quantum of perquisites, including the employer''s contribution to Provident Fund(s),
pension scheme(s). medical expenses, club fees, etc., shall be decided and approved by the Board on
the recommendation of the Committee and approved by the shareholders and such other approval,
wherever required.

2) Variable Pay:

The Company may, in its discretion, structure any portion of remuneration to link rewards to corporate
and individual performance, fulfilment of specified improvement targets or the attainment of certain
financial or other objectives set by the Board. The amount payable shall be based on performance
against pre- determined financial and non-financial metrics.

3) Provision for excess remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay
remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Act. If any
Managerial Person draws or receives, directly or indirectly by way of remuneration, any such sums in
excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall
refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

Remuneration to Non-Executive/lndependent Director:

1) Remuneration/Commission:

The remuneration/commission, if any, shall be in accordance with the statutory provisions of the Act
and the rules made thereunder for the time being in force.

2) sitting Fees:

The Non-Executive/lndependent Director may receive remuneration by way of fees for attending
meetings of the Board or Committee thereof. Provided that the amount of such fees shall not exceed
the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount
as may be prescribed from time to time.

3) Limit of Remuneration/commission;

Remuneration/commission may be paid to Non-Executive Directors within the monetary limit approved
by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as
per the applicable provisions of the Act.

signing.of.this report;

Sr. No.	Name of the KMP	Designation
1	Mr. Sanjay Namdeo Salunkhe	Managing Director
2	Ms. Ranjita Raman	Wholetime Director and Chief Executive Officer
3	Mr. Sankesh Kashinath Mophe	Chief Financial Officer
4	Ms. Kirtika Chauhan	Company Secretary & Compliance Officer

During the period under review and till the date of signing of this report, there has been no change in KMP.
18. Committees of the Board:

As on date of this report, the Board has the following committees:

I. Audit Committee

II. Nomination & Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee

V. Finance & Operations Committee

VI. Independent Directors Committee

VII. IPO Committee.

The IPO Committee was constituted specifically for the purpose of IPO. Pursuant to the listing of equity shares of
the Company on the Stock Exchanges, the IPO-related matters were concluded on September 12,2025.

The terms of reference, composition and the details of the meetings of the committees held during the year
under review are provided in the Corporate Governance Report.

19. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the
top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules, forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part
of this Report

Having regard to the provisions of the second proviso to Section 136(l) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. Any member
interested in obtaining such information may address their email to [email protected]

20. Employee Stock Option Plan

The "Jaro Education Employee Stock Option Plan 2022" ("ESOP Scheme 2022"), was formulated pursuant to
the resolution passed by the Board of Directors in its meeting dated 04^m April, 2022, which was subsequently
approved by the Shareholders in their meeting held on 27^th April, 2022, with a maximum pool of 7,50,000 options.

During the year under review, pursuant to the recommendation of the Nomination and Remuneration Committee
and Board, the "Jaro Education Employee Stock Option Plan 2026" ("ESOP Scheme 2026") was approved vide
special resolution dated 23^,d February, 2026, with a maximum pool of 10,00,000 options.

Further, the ESOP Scheme 2022 and ESOP Scheme 2026 are in compliance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SBEB&SE Regulations") and other applicable SEBI Circulars, issued
from time to time. A certificate from the Secretarial Auditor, viz., Compliance Certificate pursuant to Regulation
13 of SEBI SBEB&SE Regulations confirming that the scheme has been implemented, will be placed at the ensuing
AGM for an online inspection by the Members.

A statement containing the relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014, and Regulation 14 of the SEBI SBEB&SE Regulations for the financial year ended on 31st
March, 2026, can be accessed on the website of the Company at https://www.jaroeducation.com/investor-
relations (Annual Report tab).

21. Report on Corporate Governance

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY 2025-26 is
forming part of this Annual Report.

Further, a Certificate from M/s. Himanshu Gajra & Associates, the Practicing Company Secretary and Secretarial
auditor of the Company, confirming compliance of conditions of Corporate Governance as stipulated in
Regulation 34 read with Schedule V to the Listing Regulations, is annexed to the Report on Corporate Governance.

22. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations (as amended from time to time), the
Company has framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable directors and employees to
report genuine concerns or grievances, significant deviations from key management policies and reports of any
non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior /
conduct etc

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the
Directors or employees have been denied access to the Audit Committee of the Board.

questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and Listing Regulations.
The same is available on the website of the Company and can be accessed at https;//www.jaroeducation.
c.orn/inyestor^reJ.QtiQns

23. Prevention of Sexual Harassment of Women at Workplace ("POSH")

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal
Committees (ic). Our POSH Policy is inclusive and gender neutral, detailing the governance mechanisms
for the prevention of sexual harassment issues relating to employees across genders. To build awareness
in this area, the Company has been conducting induction/ refresher programmes on a continuous basis.

Sr. No.	Category	No of complaints
		Pending as of April 01, 2025	filed during the year	Disposed of during the year	Pending as of March 31, 2026
1	Sexual harassment complaints	NIL	NIL	NIL	NIL

During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

Further, the Company has complied with the provisions relating to the constitution of the Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act
2013, to redress complaints received regarding sexual harassment.

24. Maternity Benefit

The Company is committed to upholding the rights and welfare of its employees and ensures full compliance
with the provisions of the Maternity Benefit Act 1961. All eligible women employees are granted maternity
benefits in accordance with the Act, including paid leave and other applicable entitlements.

The Company also promotes a supportive and inclusive work environment and is committed to implementing
measures that facilitate work-life balance for women employees during and after maternity.

25. Risk Management

The Company recognises that risk is an inherent and unavoidable aspect of business and is fully committed
to proactively and effectively managing it. Our long-term success depends on our ability to identify
emerging opportunities while prudently navigating associated risks.

To this end, the Company has established a disciplined and dynamic process for continuously assessing
risks arising from both internal and external environments, with an emphasis on minimising their potential
impact. Risk mitigation strategies are embedded within the Company''s overall strategic and operational
plans.

The core objective of the Risk Management process is to enable value creation in an uncertain and volatile
environment promote sound governance practices, and address stakeholder expectations proactively.

The Company has adopted a comprehensive Risk Management Policy, which outlines a structured approach
to manage uncertainties and support the achievement of both stated and implicit business objectives. The
Board, is responsible for overseeing the risk management framework and ensuring that key short-term and
long-term business risks are effectively identified, evaluated, and addressed.

Risk identification and mitigation are continuous processes within the Company. After assessing potential
uncertainties, appropriate short-term and long-term action plans are formulated to address risks that
may materially affect the Company''s long-term goals. Mitigation strategies for significant risks are well-
integrated into business plans and are periodically reviewed by senior leadership.

In view of the rapidly evolving business landscape and increasing complexity, the Company regularly
reviews and enhances the adequacy and effectiveness of its risk management systems. Through this
process, the Company seeks to manage risks within the defined risk appetite framework.

The Company''s Risk Management Policy is available on its website and can be accessed at: https://www.
jaroeducation.com/investor-relations

26. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the
Listing Regulations, is presented in a separate section forming part of the Annual Report.

27. Statutory Auditors

M/s. M S K A & Associates LLP, Chartered Accountants, having Firm Registration Number (FRN:105047W) were
appointed as Statutory Auditors of the Company at the AGM held on September 26, 2024, for a term of 5 (five)
consecutive years and hold office upto the conclusion of the 20th Annual General Meeting for the financial year
2028-29.

M/s.MSKA & Associates LLP has confirmed that they are not disqualified from continuing as Statutory Auditors
of the Company and satisfy the independence criteria.

28. Secretarial Auditors

During the year under review, the Members approved the appointment of M/s. Himanshu Gajra & Co_v Practising
Company Secretaries as the Secretarial Auditors of the Company, to hold office for a term of five consecutive
years up to FY 2030.

29. Statutory Auditor''s report and Secretarial Audit report

The Statutory Auditor''s report and the Secretarial Audit report do not contain any qualifications, reservations,
adverse remarks or disclaimer. Secretarial Audit report, i.e., Form No. MR-3 is attached to this Report as Annexure
II.

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported
any fraud to the Audit Committee committed by its officers or employees as specified under Section 143(12) of
the Act.

30. Cost Records and Cost Auditors

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section
148(l) of the Act are not applicable for the business activities carried out by the Company.

31. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited Financial Statements of the
Company for the year ended March 31, 2026, the Board of Directors confirm that, to the best of its knowledge
and belief:

1. in the preparation of the Annual Financial Statements, the applicable accounting standards have been
followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. the annual financial statements have been prepared on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively;

6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

32. Corporate Social Responsibility

A summary of the Company''s Corporate Social Responsibility (CSR) initiatives, including the key activities
undertaken and the amount spent during the financial year, is provided in Annexure III to this Board''s Report.
The disclosure has been made in the format prescribed under the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The Company remains committed to contributing meaningfully to society and aligning its CSR initiatives with its
core values and sustainable development goals.

The CSR Policy of the Company, which outlines the guiding principles and focus areas for CSR activities, is
available on the Company''s website and can be accessed at https://www.jaroeducation.com/investor-
reiotions

33. Compliance with Secretarial Standard

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the
Board of Directors'' and ''General Meetings'' respectively.

3 4. Meetings and Postal Ballot

The company had conducted postal ballot during the year and below resolutions were passed vide Postal
Ballot during the FY 2025-26:

i. Approval of Jaro Education Employee Stock Option Plan - 2026 (ESOP Scheme - 2026).

ii. Approval for the acquisition of Equity Shares by way of secondary acquisition under Jaro Education
Employee Stock Option Plan - 2026 (ESOP Scheme - 2026).

iii. Approval for provision of loan by the Company for purchase of its own shares by the trust / trustees
for the benefit of employees under Jaro Education Employee Stock Option Plan - 2026 (ESOP Scheme
- 2026).

iv. Re-appointment of Mr. Ishan Baveja (DIN: 07251062) as an Independent Director.

The Postal Ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions
of the Companies Act, 2013, read with the rules framed thereunder, and MCA Circulars. M/s. Himanshu Gajra &
Co, Practicing Company Secretaries, (Membership No -F11691, C.P. No. 25306), as the Scrutinizer for conducting
the e-voting process in a fair and transparent manner. The e-voting commenced on Sunday, January 25,
2026 (9.00 AM 1ST) and closed on Monday, February 23,2026 (5.00 PM 1ST). The Scrutiniser submitted his report
on February 24, 2026, after completion of scrutiny. Voting results are available on the website of the Stock
Exchanges and the Company.

35. Succession Plan

Your Company is conscious of succession planning and therefore gives focus on orderly succession of Directors,
Key Managerial Personnel and Senior Management. Your Company follows a continuous process of evaluation
and coaching to facilitate succession within the hierarchy.

The Policy on Succession Planning for the Board and Senior Management as approved by the Board is uploaded
on the Company''s website and can be accessed at the https://www.jaroeducation.com/investor-relations

36. Significant and Material Orcters Passed by the Regulators or Courts or Tribunal

During the year under review, there were no significant and material orders passed by the regulators or courts
or tribunals that would impact the going concern status of the Company and its future operations.

37. investor Relations (IR)

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering
to best practices in IR while maintaining a relationship of trust with investors and all the stakeholders. In the FY
2025-26, your Company increased its interaction with investors and stakeholders. The leadership, including the
Chairman & MD, and CEO, while their interaction with stakeholders communicated for the growth potential of
business, capital allocation, plan for scaling up growth gems and various CSR activities.

The Company ensures the timely and equitable dissemination of critical information by making all relevant
updates available through stock exchange filings and on its official website, thereby promoting transparency
and informed decision-making.

38. Cyber Security

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically, processes,
and technology controls are being enhanced in line with the threat scenarios. Your Company''s technology
environment is enabled with real-time security monitoring with requisite controls at various layers, starting from
the end user machines to the network, application and the data.

During the year under review, your Company did not face any cyber security issues.

39. Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were
no transactions on these matters during the year under review:

• The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(l) (d) of the Act read with Rule (13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished; There was no revision in the financial statements;

• The Company has not issued any shares with differential rights and hence no information as per provisions
of Section 43(a)(ii) of the Act, read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished;

• Durinq the year under review, no funds were raised throuqh preferential allotment or qualified institutional
placement;

• There were no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

• There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgement

The Board of Directors expresses its deep gratitude for the continued guidance, support, and cooperation
extended by the Government of India, regulatory authorities, financial institutions, and banking partners.

We are equally thankful to our valued shareholders, customers, suppliers, and business associates for their
unwavering trust, confidence, and enduring relationship with the Company.

The Board also places on record its sincere appreciation for the dedication, commitment, and hard work
of employees across all levels. Their steadfast efforts have been instrumental in driving the Company''s
performance, growth, and sustained excellence.

For and on behalf of

Jaro Institute of Technology Management and Research
Limited

Sanjay Salunkhe Ranjita Raman

Chairman & Managing Wholetime Director & CEO

Director (DIN: 07132904)

_ (DIN: 01900632)

Place: Mumbai

Date: 04-07-2026

Jaro Institute of Technology Management and Research Limited
CIN: L80301MH2009PLC193957
Registered Office:

11th Floor, Vikas Centre, Dr. C. G. Road, Chembur - East,

Mumbai - 400074, Maharashtra, India, 400074

E mail: cstftjaro.in I website: ti&psjJmmjQlQgStiJCSi&n.cem

---

Mar 31, 2025

Your Board of Directors is pleased to present the 16^th Annual Report of Jaro Institute of
Technology Management and Research Limited (hereinafter referred to as "the Company or
Jaro") covering the business, operations and Audited Financial Statements of the Company
for the financial year ended March 31, 2025 (period under review).

1. Financial Statements & Results:

a. Financial Summary and Highlights:

The Company''s performance during the year ended 31^st March, 2025, as
compared to the previous financial year, is summarised below:

Particulars	For the financial year ended 31st March, 2025	For the financial year ended 31st March, 2024
Income from continuing operations	25,226.26	19,904.51
Other Income	175.61	353.17
Total Income	25,401.87	20,257.68
Total Expenses	18,387.51	14,807.07
Profit / (Loss) before exceptional item	7,014.36	5,450.61
Exceptional Item	-	-
Profit/ (Loss) before tax	7,014.36	5,450.61
Tax Expenses
- Current Tax	697.32	687.71
- Adjustments for earlier years	87.01	(81.09)
- Deferred Tax(credit)	1,063.16	791.38
Profit after Tax	5,166.87	4,052.61
Add: Other Comprehensive Income / loss	(23.62)	(19.87)
Total Comprehensive Income / (loss) for the year	5,143.25	4,032.74
Nominal value per share (in rupees)	10	10
Basic and diluted earnings per equity share
- Basic (in rupees)	25.53	20.16
- Diluted (in rupees)	25.35	19.96

b. Change in the nature of Business, if any:

During the period under review, the Company''s business operations remained
consistent, with no change in their nature.

c. Company Performance/ Review of Operations:

During the period under review, the total revenue of the Company was Rs.
25,401.87 Lakhs as against Rs. 20,257.68 Lakhs in the previous year. The Company
has reported a net profit of Rs. 5,143.25 Lakhs during the year under review as
against a profit of Rs. 4,032.74 Lakhs in the previous year after tax.

d. Dividend:

The Board of Directors is pleased to inform the shareholders that, based on the
financial results of the Company for the financial year 2023-24, an interim
dividend of Rs. 1/- per equity share (representing 10% of the face value) was
declared on 17^th May, 2024.

e. Share Capital:

The Authorised Share Capital of the company is Rs. 40,00,00,000/- (Rupees Forty
Crores Only) divided into 4,00,00,000 (Four Crore) Equity Shares of Rs. 10 each
(Rupees Ten Only).

The Paid-up Equity Share Capital of the Company is Rs. 20,23,75,340/- (Rupees
Twenty Crores Twenty-Three Lakhs Seventy-Five Thousand Three Hundred Forty
Only) divided into 2,02,37,534 (Two Crores Two Lakhs Thirty-Seven Thousand
Five Hundred Thirty-Four only) Equity Shares of Rs. 10 each (Rupees ten only).

During the period under review, the Company has issued and allotted the
following shares;

Date of Allotment	Particulars	No. of Equity Shares Allotted	Basis
17-May-2024	Employee Stock Option Plan	1,25,000	ESOP Allotment
27-May-2024	Employee Stock Option Plan	2,980	ESOP Allotment
21-June-2024	Bonus Issue	50,56,435	Bonus in the ratio 1:3 under Section 63 of the Companies Act, 2013
27-Jul-2024	Employee Stock Option Plan	3,117	ESOP Allotment
27-Jul-2024	Bonus Issue	1,039	Bonus in the ratio 1:3 under Section 63 of the Companies Act, 2013
25-Nov-2024	Employee Stock Option Plan	5,728	ESOP Allotment
25-Nov-2024	Bonus Issue	1,911	Bonus in the ratio 1:3 under Section 63 of

the Companies Act, 2013

f. Employee Stock Option Plan (ESOP):

The Company had set up JARO Education Employee Stock Option Plan, 2022
(''ESOP 2022'') in order to reward the employees for their loyalty and contribution
to the Company as well as their performance, and to motivate them to keep
contributing to the growth and profitability of the Company. The Company also
intends to use this ESOP 2022 to attract and retain talent in the Company and to
give its employees co-ownership.

Pursuant to approval accorded by the members on 27^th April, 2022, through a
Special resolution, the Company can issue & allot up to 7,50,000 (Seven Lakhs Fifty
Thousand) Options to its eligible employees under the JARO Education Employee
Stock Option Plan, 2022.

The Company, in its Board Meeting held on 27^th July, 2024, approved and
implemented the updates in accordance with the SEBI (Share-Based Employee
Benefits and Sweat Equity) Regulations, 2021.

Further, the Company has issued Grant 2 of the ESOP scheme 2022 on 27^th July,
2024. The ESOP scheme is in compliance with the provisions of the Companies Act,
2013 and SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations,
2021.

Disclosures with respect to section 62 of the Companies Act, 2013, read with Rule
12 of Companies (Share Capital and Debentures) Rules, 2014 on ESOP Disclosures
as on 31^st March, 2025 are as follows.

Nature of Disclosures	Particulars
Date of grant of options	Grant 1 - on 27th April, 2022 Grant 2 - on 27th July, 2024
Options Granted	Grant 1 - 2,92,771 (Two Lakhs Ninety- Two Thousand Seven Hundred Seventy-One Only) Grant 2 - 1,32,250 (One Lakhs Thirty- Two Thousand Two Hundred Fifty Only)
Options Vested	Grant 1 - 1,95,181 Grant 2 - Nil
Options Exercised	Grant 1 - 1,37,199 Grant 2 - Nil
The total number of shares arising as a	Grant 1 - 1,37,199
result of the exercise of the option	Grant 2 - Nil
Options Lapsed or Forfeit	Grant 1 - 64,012

	Grant 2 - 1,600
The exercise price	Rs. 10/- per share
Variation of the terms of options	Nil
Money realised by the exercise of options	Grant 1 -13,71,990/- Grant 2 - Nil
Total number of options in force	Grant 1.: 91,560 Grant 2.: 1,30,650
Employee-wise details of options granted to:
(i) Key managerial personnel	Yes, Options were granted to the following Key Managerial Personnel: 1. Ms. Ranjita Raman - Whole-time Director and CEO Grant 1.: 1,87,500 at Rs. 10/- each Grant 2.: 1,00,000 at Rs. 10/- each 2. Mr. Sankesh Mophe - CFO Grant 1.: 1,250 at Rs. 10/- each Grant 2.: 1,000 at Rs. 10/- each
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of the options granted during that year.	No employee has received a grant of options in any one year of an option amounting to five a percentage or more of the options granted during that year
Identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	Ms. Ranjita Raman - Whole-time Director and CEO

g. Unpaid Dividend & IEPF:

During the period year under review, no amount was required to be transferred to
the Investor Education and Protection Fund (IEPF) by the Company, in accordance
with the applicable provisions of the Companies Act, 2013, and the rules made
thereunder.

h. Transfer to Reserves:

During the period year under review, the Company has not transferred any
amount to the General Reserve.

i. Report on the performance of Subsidiaries, Associates and Joint Venture
Companies:

As on March 31, 2025, according to the Companies Act, 2013 and rules made
thereunder, the Company does not have any Subsidiary Company, Associate
Company or Joint Venture Company. Considering this, ''Form AOC - 1'' is not
applicable.

j. Deposits:

The Company has not accepted or renewed any amount falling within the purview of
the provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Hence,
the requirement for furnishing details relating to deposits covered under Chapter V of
the Act or the details of deposits which are not in compliance with Chapter V of the Act
is not applicable.

k. Loans from Directors or Directors'' Relatives:

During the period year under review, there were no outstanding loans, advances, or
other financial obligations due from any of its Directors.

l. Particulars of Contracts or Arrangements with Related Parties:

All transactions/contracts/arrangements entered into by the Company with
related party(ies) as defined under the provisions of Section 2(76) of the Companies
Act, 2013, during the financial year under review were in the ordinary course of
business and on an arm''s length basis. Further, none of the transactions with
related parties fall under the scope of Section 188(1) of the Act. Accordingly, the
disclosure of related party transactions as required under Section 134(3) (h) of the
Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence,
does not form part of this report.

m. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
with respect to conservation of energy, technology absorption, foreign exchange
earnings and outgo, etc. are furnished in Annexure I, which forms part of this
Report.

n. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section
92(1) of the Companies Act, 2013 read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 are placed on the website of the
Company and is accessible at Company''s website at
https:/ /www.jaroeducation.com/

o. Particulars of Investments, Loans, Guarantees and Securities:

Details of loans, guarantees and investments made under the provisions of Section
186 of the Companies Act, 2013, read with the Companies (Meetings of Board and
its Powers) Rules, 2014, as of 31^st March, 2025, are set out in Note to the Financial
Statements have been disclosed in the forming part of this Annual Report.

p. Material changes after the end of the Year:

Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company''s financial position have occurred
between the end of the financial year of the Company and the date of this report.

q. Disclosure of Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed
and implemented by the Company are adequate. During the year under review,
no material or serious observation has been received from the Statutory Auditors
of the Company for inefficiency or inadequacy of such controls.

2. Matters Related to Directors and Key Managerial Personnel:

a) Board of Directors & Key Managerial Personnel:

As on March 31, 2025, the Board consisted of 6 Directors, comprising 2 Executive
Directors, 1 Non-Executive Non-Independent Director, and 3 Independent
Directors, of whom 2 an Independent Woman Directors.

Name of the Director	Designation	DIN
Sanjay Namdeo Salunkhe	Promoter, Chairman & Managing Director	01900632
Balkrishna Namdeo Salunkhe	Promoter, Non-Executive Director	01685311
Ranjita Raman	Whole-time Director & Chief Executive Officer	07132904
Ishan Baveja	Independent Director	07251062
Alpa Urmil Antani	Independent Director	10470840
Vaijayanti Ajit Pandit	Independent Director	06742237

During the period under review, there were following changes occurred in the
Board of the Company, the details of the same are as follows:

• Mrs. Alpa Urmil Antani (DIN: 10470840):

Mrs. Alpa Urmil Antani (DIN: 10470840) was appointed as the Additional Non¬
Executive Independent Director of the Company with effect from 27^th January,
2024, and regularised in the shareholder meeting dated 26^th September, 2024.

• Mrs. Vaijayanti Ajit Pandit (DIN: 06742237):

Mrs. Vaijayanti Ajit Pandit (DIN: 06742237) was appointed as the Additional
Non-Executive Independent Director of the Company with effect from 03^rd
May, 2024, and regularised in the shareholder meeting dated 26^th September,
2024.

• Mr. Siraj Kemalpasha Mulani (DIN: 08171708):

Mr. Siraj Kemalpasha Mulani (DIN 08171708) resigned from the Board as the
Independent Director of the Company with effect from 24^th June, 2024, due to
his personal commitments.

b) Director Liable to Retire by Rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Balkrishna
Namdeo Salunkhe, Non-Executive Director, whose office is liable to retire at the
ensuing Annual General Meeting ("AGM"), being eligible, offers himself for re¬
appointment at the ensuing AGM.

c) Declaration by Independent Directors:

The Company has received the necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013 that they meet the
criteria of independence laid down in Section 149 (6) of the Companies Act, 2013
along with a declaration received pursuant to sub rule (3) of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014. The
Independent Directors have individually confirmed that they are not aware of any
circumstances or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective,
independent judgment and without any external influence. Based on the
declarations and confirmations of the Independent Directors and after undertaking
due assessment of the veracity of the same, the Board of Directors recorded their
opinion that all the Independent Directors are independent of the Management
and have fulfilled all the conditions as specified under the governing provisions of
the Companies Act, 2013. Further, the Independent Directors have also confirmed
that they have complied with the Company''s code of conduct.

d) Statement of the Board of Directors:

The Board of Directors of the Company is of the opinion that all the Independent
Directors of the Company possess the highest standard of integrity, relevant
expertise and experience required to best serve the interest of the Company.

e) Evaluation of Board Performance:

Pursuant to Section 134(2) of the Companies Act, 2013, read with the Rules issued
thereunder, the Board carried out the annual performance evaluation of the Board
of Directors as a whole, Committees of the Board and individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs
from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking
inputs from the Committee members on the basis of criteria such as the
composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation.
In a separate meeting of Independent Directors, the performance of Non¬
Independent Directors, the Board as a whole and the Chairman of the Company
was evaluated, taking into account the views of Executive and Non-Executive
Directors.

The Board and the NRC reviewed the performance of individual directors on the
basis of criteria such as contribution of the individual director to the Board and
Committee meetings, like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and
the meeting of NRC, the performance of the Board, its Committees, and individual
directors was also discussed. Performance evaluation of Independent Directors
was done by the entire Board.

3. Disclosures related to the Board, Committees and Policies:

a. Board Meetings:

During the period year under review, the Board of Directors met 9 (Nine) times, in
accordance with the provisions of the Companies Act, 2013, and rules made
thereunder.

b. Committees of the Board:

The Board has constituted the following Committees;

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. IPO Committee

6. Finance and Operations Committee

All the recommendations of the above Committee have been accepted by the
Board. A detailed update on the Board, its Committees, its composition, the
number of board and committee meetings held and attendance of the directors at
each meeting is provided in Annexure II.

c. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act and on the recommendation of
the Nomination & Remuneration Committee, the Board has adopted the
Nomination & Remuneration Policy for the selection and appointment of
Directors, Senior Management, including Key Managerial Personnel (KMP) and
their remuneration.

The details of this policy have been posted on the website of the Company
available at https:// www.jaroeducation.com/.

d. Vigil Mechanism Policy for the Directors and Employees:

The Board of Directors of the Company has, pursuant to the provisions of Section
177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors
and employees of the Company to provide a mechanism which ensures adequate
safeguards to employees and Directors from any victimization on raising of
concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their

concerns/grievances to the Chairman of the Board of Directors.

The Company is committed to adhering to the highest standards of ethical, moral
and legal conduct of business operations.

This Policy is available on the Company''s website at

https:/ /www.jaroeducation.com/.

e. Risk Management:

The Board of Directors of the Company has designed Risk Management Policy and
Guidelines to avoid events, situations or circumstances which may lead to negative
consequences on the Company''s businesses, and define a structured approach to
manage uncertainty and to make use of these in their decision making pertaining
to all business divisions and corporate functions. Key business risks and their
mitigation are considered in the annual/strategic business plans and in periodic
management reviews.

f. Corporate Social Responsibility:

A summary of the Company''s Corporate Social Responsibility (CSR) initiatives,
including the key activities undertaken and the amount spent during the financial
year, is provided in Annexure III to this Board''s Report. The disclosure has been
made in the format prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

The Company remains committed to contributing meaningfully to society and
aligning its CSR initiatives with its core values and sustainable development goals.

The CSR Policy of the Company, which outlines the guiding principles and focus
areas for CSR activities, is available on the Company''s website and can be accessed
at

https:/ /www.jaroeducation.com/

4. Auditors and Reports:

The matters related to Auditors and their Reports are as under:

a. Observations of Statutory Auditors on accounts for the year ended 31^st March
2025:

The observations/qualifications/disclaimers made by the Statutory Auditors in
their report for the financial year ended 31^st March 2025, read with the explanatory
notes therein, are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies
Act, 2013.

b. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, M/s. MSKA & Associates,
Chartered Accountants (FRN: 105047W), were appointed as Statutory Auditors of
the Company at the Annual General Meeting held on September 26, 2024 for a term
of 5 (Five) consecutive year and hold office up to the conclusion of the 20^th Annual
General Meeting for the financial year 2028-29.

c. Maintenance of Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with
the Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time, the Company is not required to maintain Cost Records under said Rules.

d. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards issued by
the Institute of the Company Secretaries of India.

e. Reporting of Fraud by Statutory Auditors under Section 143(12):

There were no incidences of reporting of fraud by Statutory Auditors of the
Company under Section 143(12) of the Act, read with Companies (Accounts) Rules,
2014.

5. Other Disclosures:

Other disclosures as per provisions of Section 134 of the Act, read with Companies

(Accounts) Rules, 2014, are furnished as under:

a. Disclosure of orders passed by Regulators or Courts, or Tribunal:

No orders have been passed by any Regulator or Court, or Tribunal that can have an
impact on the going concern status and the Company''s operations in future.

b. Director''s Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited
Financial Statements of the Company for the year ended March 31, 2025, the
Board of Directors confirm that, to the best of its knowledge and belief:

i. in the preparation of the Annual Financial Statements, the applicable
accounting standards have been followed, and there are no material
departures;

ii. they have selected such accounting policies and applied them consistently
and judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

iv. the annual financial statements have been prepared on a going concern basis;

v. they have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating
effectively;

vi. proper systems have been devised to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.

c. Disclosure Regarding Internal Complaints Committee:

The Company has complied with the provisions relating to the constitution of the
Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company did not receive any complaints
pertaining to sexual harassment under the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

d. Compliance with Maternity Benefit Act, 1961:

The Company is committed to upholding the rights and welfare of its employees
and ensures full compliance with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees are granted maternity benefits in accordance with
the Act, including paid leave and other applicable entitlements.

The Company also promotes a supportive and inclusive work environment and is
committed to implementing measures that facilitate work-life balance for women
employees during and after maternity

e. Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights, and hence, no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under
review, and hence no information as per provisions of Section 54(1)(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

g. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act, read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014, is furnished.

h. Details of employees and their remuneration as per rule 5(2) & (3) of Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014:

Details pursuant to the provisions of Section 197 read with rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 is as under:

i. The statement containing names of the top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section

197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is as follows:

Sr. No.	Name of the employee	Date of joining	Gross Remuneratio n 2024-25 (Rs. In Lakhs)	Qualification	Age	Experie nce (Yrs)	Last employment	Designation	% of Equity Shares
1	Ranjita Raman	01-05-2013	495.16	MBA - Marketing	43	18 yrs	EINS Education	Whole-time Director & Chief Executive Officer	0.82
2	Sanjay Namdeo Salunkhe	01-11-2023	252.00	PhD, Master of Management Studies, LLB, BA	62	35 yrs	Ditools Software (India) Pvt Ltd	Chairman & Managing Director	78.24
3	Anandkrishn an N	01-06-2020	37.36	Strategic Management - IIM - L	36	16 yrs	Fresher	Vice President - Sales (Certification Program)	0.03
4	Viral Kadakia	01-08-2023	33.30	Strategic Management - IIM - L	40	15 yrs	Results and Outcomes	Vice President - Sales (Degree Program)	0.01
5	Nihal Khan	05-01-2021	35.93	PGDM in Marketing	41	15 yrs	ICICI Securities	Vice President
6	Joel Puthran	28-03-2023	29.77	BBA	33	11 yrs	Upgrad	Branch Manager	-
7	Karthikeyan S	21-05-2018	27.40	MBA - Marketing	29	8 yrs	Fresher	Chief Manager
8	Priya Viral Kadakia	30-11-2020	27.93	Bcom	35	13 yrs	Yangpoo	Chief Manager	0.01
9	Prateek Bajpai	28-07-2014	26.26	MBA	37	12 yrs	Sunquest Pvt Ltd	Chief Manager	0.01
10	Sushant Mallya	01-11-2021	26.12	PGDM	42	19 yrs	Future Education Limited	Vice President- Human Resource	0.01

Sr. No.	Particular	Remarks
1.	Details of the employee(s) who were employed throughout the year and were in receipt of remuneration at a rate which was not less than Rs. 1.02/- Crores per annum	1) Sanjay Namdeo Salunkhe 2) Ranjita Raman
2.	Details of the employee(s) who were employed for part of the year and were in receipt of remuneration for any part of the year, at a rate which, was not less than Rs. 8.5/ - Lakhs per month	Nil / Not Applicable
3.	Details of the employee(s) who were employed throughout the year and were in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, was in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.	Nil / Not Applicable

The nature of employment of all the above-mentioned employees is permanent,
and none of them is related to any director or manager of the Company except Mr.
Sanjay Namdeo Salunkhe, who is the brother of Mr. Balkrishna Namdeo Salunkhe.

i. Details of Application made or proceedings pending under Insolvency &
Bankruptcy Code, 2016 during the year and status as at the end of the financial
year:

There are no proceedings admitted against the Company under the Insolvency and
Bankruptcy Code, 2016.

j. Details of the difference between the amount of the valuation done at the time
of one-time settlement and the valuation done while taking a loan from the
Banks or Financial Institutions, along with the reasons thereof:

Nil

6. Acknowledgements and Appreciation:

Your directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.

For and on behalf of

Jaro Institute of Technology Management and Research Limited
SD/- SD/-

Sanjay Namdeo Salunkhe Balkrishna Namdeo Salunkhe

Managing Director Director

DIN: 01900632 DIN: 01685311

Address: 606/A, Golf Scappe, Address: B-2, 12^th Floor, Flat No. 5,

Near Diamond Garden, Millennium Towers, Sector 09,

Sion Trombay Road, Opp. Sitaram Master Garden,

Chembur, Mumbai - 400071, Sanpada, Navi Mumbai - 400705,

Maharashtra, India Maharashtra, India

Date: 21/08/2025
Place: Mumbai

---

Mar 31, 2024

Your Board of Directors is pleased to present the 15^th Annual Report of Jaro Institute of
Technology Management and Research Limited (hereinafter referred to as "the Company or
Jaro") covering the business, operations and Audited Financial Statements of the Company
for the financial year ended March 31, 2024.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company''s performance during the year ended 31^st March, 2024 as
compared to the previous financial year, is summarized below:

Particulars	Standalone		Consolidated
	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023	For the financial year ended 31st March, 2024	For the financial year ended 31st March , 2023
Income	20,257.68	12,460.17	20,256.65	12,458.51
Less: Expenses	14,807.07	10,886.90	14,821.01	10,895.63
Profit before exceptional items and tax	5,450.61	1,573.27	5,435.64	1,562.88
Exceptional Item	-	-	(236.12)	-
Profit/ (Loss) before tax	5,450.61	1,573.27	5,199.52	1,562.88
Less: Current Tax	687.71	333.49	687.71	333.49
Less: Adjustments for earlier years	(81.09)	-	(81.09)	-
Deferred Tax(credit)	791.38	88.06	791.46	87.98
Profit after Tax	4,052.61	1,151.72	3,801.44	1,141.41

APPROPRIATION:

Interim Dividend	-	-	-	-
Final Dividend	-	-	-	-
Tax on the distribution of dividend
Transfer of General	-	-	-	-

Reserve
Balance carried to Balance sheet	4,052.61	1,151.72	3,801.44	1,141.41

b. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has not been any change in the nature of business of the Company during
the Financial Year ended on 31^st March, 2024.

c. COMPANY PERFORMANCE/ REVIEW OF OPERATIONS:

a) Standalone:

• The Company has reported a total income of Rs. 20,257.68 (in Lakhs) as
compared to Rs. 12,460.17 in the previous year on a standalone basis.

• The Company experienced a profit after tax of Rs. 4,052.61 (in Lakhs) as
compared to Rs. 1,151.72 (in Lakhs) in the previous year on a standalone
basis.

b) Consolidated:

• The Company has reported a total income of Rs. 20,256.65 (in Lakhs) as
compared to Rs. 12,458.51 (in lakhs) in the previous year on
consolidated wise.

• The Company experienced a profit for the year of Rs. 1,164.93/- (in
Lakhs) as compared to a Profit/Loss of Rs. 3,323.31/- (in Lakhs) in the
previous year consolidated wise.

Your Directors are continuously looking for avenues for future growth of the
Company.

d. DIVIDEND:

Your Directors are pleased to inform you that the Board has declared an interim
dividend of Rs. 1/- (10%) per share which was declared on 17^th May, 2024 based
on the profits for the financial year 2023-24.

e. SHARE CAPITAL:

The Authorised Capital of the Company as on March 31, 2024 is Rs.40,00,00,000/-
(Rupees Forty Crores Only) out of which the Paid-up Equity Share Capital of the
Company is Rs. 15,04,13,240/- (Rupees Fifteen Crores Four Lakhs Thirteen
Thousand Two Hundred Forty Only).

Further during the year, the Company has issued and allotted 50,56,435 Equity
shares as Bonus shares on 24^th May, 2024 in the ratio of 1:3 pursuant to the

provisions of Section 63 of the Companies Act, 2013.

Further during the year, the Company issued and allotted 1,25,000 Equity shares
on 17^th May, 2024, 2,980 Equity Shares on 27^th May, 2024 and 4,156 Equity Shares
on 27^th July, 2024 under the Employee Stock Option Plan.

f. EMPLOYEE STOCK OPTION PLAN (ESOP):

The Company had set up JARO Education Employee Stock Option Plan, 2022
(''ESOP 2022'') in order to reward the employees for their loyalty and contribution
to the Company as well as their performance and to motivate them to keep
contributing to the growth and profitability of the Company. The Company also
intends to use this ESOP 2022 to attract and retain talent in the Company and to
give its employees co-ownership.

Pursuant to approval accorded by the members on 27^th April, 2022 through Special
resolution, the Company can issue & allot up to 7,50,000 (Seven Lakhs Fifty
Thousand) Options to its eligible employees under the JARO Education Employee
Stock Option Plan, 2022.

Disclosures with respect to section 62 of the Companies Act, 2013 read with Rule
12 of Companies (Share Capital and Debentures) Rules, 2014 on ESOP Disclosures
as on 31^st March, 2024 are as follows.

Nature of Disclosures	Particulars
Date of grant of options	On 27th April, 2022,
Options Granted	7,50,000 (Seven Lakhs Fifty Thousand Only)
Options Vested	7,50,000
Options Exercised	374
The total number of shares arising as a result of exercise of option	374
Options Lapsed	Nil
The exercise price	Rs. 10/- per share
Variation of terms of options	Nil
Money realized by exercise of options	3,740/-
Total number of options in force	7,49,626
Employee wise details of options granted to:
(i) Key managerial personnel	Yes, Options were granted to the following Key Managerial Personnel: 1. Ms. Ranjita Raman - CEO - 1,87,500 at 10/- each shares 2. Mr. Sankesh Mophe - CFO - 1,250 at 10/- each shares
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	No employee received a grant of options in any one year of option amounting to five percent or more of options granted during that year

Identified employees who were	Ms. Ranjita Raman - CEO
granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;

There have been no material changes to this scheme during the year. There was no
new grant made during the year. The ESOP scheme is in compliance with the
provisions of the Companies Act, 2013.

g. UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education &
Protection Fund (IEPF).

Further, the amount of Rs. 36,036.58/- towards unpaid dividend (interim dividend
for F.Y. 2023-24) is lying in Unpaid Dividend A/c of the Company as on the date
of date of this report.

h. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve.

i. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND
TOINT VENTURE COMPANIES:

The performance and financial position / salient features of the financial statement
of each of the subsidiaries, associates and joint venture companies for the year
ended 31^st March 2024, and also the details of companies which have become or
ceased as subsidiaries, associates and joint ventures, during the year under review,
if applicable, is given in Form AOC-1 and is attached and marked as Annexure I
and forms part of this Report.

Further following Companies ceased to be subsidiaries of the Company as of 31^st
March, 2024.

Sr. No.	Name of Company	Date of cessation
1.	Net Employment Services Private Limited	30th March, 2024
2.	Jaro Education Private Limited	31st October, 2023

j. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence,
the requirement for furnishing details relating to deposits covered under Chapter V of
the Act or the details of deposits which are not in compliance with the Chapter V of the

Act is not applicable.

k. LOANS FROM DIRECTORS OR DIRECTORS'' RELATIVES:

On the financial year ended 31^st March 2024, the Company did not have an
outstanding amount(s) from Directors.

l. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED
PARTIES

All transactions/contracts/arrangements entered into by the Company with
related party(ies) as defined under the provisions of Section 2(76) of the Companies
Act, 2013, during the financial year under review were in the ordinary course of
business and on an arm''s length basis. Further, none of these
contracts/arrangements/transactions with related parties could be considered
material in nature as per the thresholds given in Rule 15(3) of the Companies
(Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required
to be given in this regard.

m. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
with respect to conservation of energy, technology absorption, foreign exchange
earnings and outgo etc. are furnished in Annexure II which forms part of this
Report.

n. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section
92(1) of the Companies Act, 2013 read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 are placed on the website of the
Company and is accessible at Company''s website at
https: //www.jaroeducation.com/

o. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND
SECURITIES:

Details of loans, guarantees and investments made under the provisions of Section
186 of the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014, as of 31^st March, 2024, are set out in Note to the Standalone
Financial Statements have been disclosed in the forming part of this Annual
Report.

p. MATERIAL CHANGES AFTER THE END OF THE YEAR:

Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company''s financial position, have occurred

between the end of the financial year of the Company and the date of this report.

q. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS -

The Internal Financial Controls with reference to financial statements as designed
and implemented by the Company are adequate. During the year under review,
no material or serious observation has been received from the Statutory Auditors
of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

There were following changes in the Board of the Company during the F.Y. 2023¬
24 which are as follows:

• Mr. Sanjay Namdeo Salunkh (DIN 01900632):

Mr. Sanjay Namdeo Salunkh (DIN 01900632) was re-appointed as the
Managing Director of the Company for the term of five years with effect from
26^th July, 2023.

• Ms. Ranjita Raman (DIN 07132904):

Ms. Ranjita Raman (DIN 07132904) was re-appointed as the Whole Time
Director of the Company for the term of five years with effect from 26^th July,

2023.

• Mrs. Alpa Urmil Antani (DIN: 10470840):

Mrs. Alpa Urmil Antani (DIN: 10470840) was appointed as the Additional Non¬
Executive Independent Director of the Company with effect from 27^th January,

2024.

Accordingly, an appropriate resolution for the appointment of Mrs. Alpa Urmil
Antani (DIN: 10470840) as an Independent Director of the Company is being
placed for the approval of the shareholders of the Company at the ensuing
AGM. The Board of Directors of the Company recommends her appointment
as an Independent Director of the Company.

• Mrs. Vaijayanti Ajit Pandit (DIN: 06742237):

Mrs. Vaijayanti Ajit Pandit (DIN: 06742237) was appointed as the Additional
Non-Executive Independent Director of the Company with effect from 03^rd
May, 2024.

Accordingly, an appropriate resolution for the appointment of Mrs. Vaijayanti
Ajit Pandit (DIN: 06742237) as an Independent Director of the Company is
being placed for the approval of the shareholders of the Company at the

ensuing AGM. The Board of Directors of the Company recommends her
appointment as an Independent Director of the Company.

• Mr. Renganathan Bashyam (DIN: 01206952):

Mr. Renganathan Bashyam (DIN: 01206952) was appointed as the Additional
Independent Director of the Company with effect from 06^th November, 2023.

Further, with effect from 31^st March, 2024, Mr. Renganathan Bashyam (DIN:
10470840) resigned from the Board as Additional Independent Director.

• Mr. Rajendra Namdeo Salunkhe (DIN: 02992497):

Mr. Rajendra Namdeo Salunkhe (DIN: 02992497) resigned from the Board as
Director of the Company with effect from 22^nd March, 2024.

• Mr. Siraj Kemalpasha Mulani (DIN: 08171708):

Mr. Siraj Kemalpasha Mulani (DIN 08171708) has been re-appointed as the
Independent Director of the Company for the term of five years with effect
from 26^th July, 2023.

Further, on 24^th June, 2024, he resigned from the Board as the Independent
Director of the Company.

• Mr. Arijit Bandyopadhyay:

Mr. Arijit Bandyopadhyay was appointed as the Chief Financial Officer of the
Company with effect from 11^th September, 2023.

Further, he resigned as the Chief Financial Officer of the Company with effect
from 16^th September, 2023

• Mr. Sankesh Kashinath Mophe:

Mr. Sankesh Kashinath Mophe resigned as the Chief Financial Officer with
effect from 11^th September, 2023.

He was then appointed as the Chief Financial Officer of the Company with
effect from 16^th September, 2023.

• Ms. Prajakta Suresh Bhor:

Ms. Prajakta Suresh Bhor resigned as the Company Secretary with effect from
16^th April, 2023.

• Ms. Anchal Jain:

Ms. Anchal Jain was appointed as the Company Secretary of the Company with
effect from 16^th April, 2023.

Further, she resigned from the position of Company Secretary with effect from
23^rd October, 2023.

• Ms. Kirtika Chauhan:

Ms. Kirtika Chauhan was appointed as the Company Secretary of the Company
with effect from 01^st March, 2024.

b) DIRECTOR LIABLE TO RETIRE BY ROTATION

As per the provisions of Section 152 of the Companies Act, 2013, Ms. Ranjita
Raman, Whole Time Director, whose office is liable to retire at the ensuing AGM,
being eligible, offers himself for re-appointment at the ensuing Annual General
Meeting.

c) DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013 that they meet the
criteria of independence laid down in Section 149 (6) of the Companies Act, 2013
along with a declaration received pursuant to sub rule (3) of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014. The
Independent Directors have individually confirmed that they are not aware of any
circumstances or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. Based on the
declarations and confirmations of the Independent Directors and after undertaking
due assessment of the veracity of the same, the Board of Directors recorded their
opinion that all the Independent Directors are independent of the Management
and have fulfilled all the conditions as specified under the governing provisions of
the Companies Act, 2013. Further, the Independent Directors have also confirmed
that they have complied with the Company''s code of conduct.

d) STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company is of the opinion that all the Independent
Directors of the Company possess the highest standard of integrity, relevant
expertise and experience required to best serve the interest of the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 24 (Twenty-four) times during the financial year ended
31^st March 2024 in accordance with the provisions of the Companies Act, 2013 and
rules made thereunder.

b. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by
the Institute of the Company Secretaries of India.

c. COMMITTEES OF THE BOARD:

The Board currently has Four (4) mandatory committees under the Companies Act,
2013 namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

All the recommendations of the above Committee have been accepted by the
Board. A detailed update on the Board, its Committees, its composition, the
number of board and committee meetings held and attendance of the directors at
each meeting is provided in Annexure III.

d. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and on the recommendation of
the Nomination & Remuneration Committee, the Board has adopted the
Nomination & Remuneration Policy for the selection and appointment of
Directors, Senior Management including Key Managerial Personnel (KMP) and
their remuneration.

The details of this policy have been posted on the website of the Company
available at https://www.iaroeducation.com/.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section
177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors
and employees of the Company to provide a mechanism which ensures adequate
safeguards to employees and Directors from any victimization on raising of
concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their
concerns/grievances to the Chairman of the Board of Directors.

The Company is committed to adhering to the highest standards of ethical, moral
and legal conduct of business operations.

f. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and
Guidelines to avoid events, situations or circumstances which may lead to negative
consequences on the Company''s businesses, and define a structured approach to
manage uncertainty and to make use of these in their decision making pertaining
to all business divisions and corporate functions. Key business risks and their
mitigation are considered in the annual/strategic business plans and in periodic
management reviews.

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a
Corporate Social Responsibility (CSR) Committee as under for the F.Y. 2023-24:

1. Mr. Sanjay Salunkhe, Chairman,

2. Mr. Siraj Mulani, Member and

3. Mr. Balkrishna Salunkhe, Member

The composition of the CSR Committee has been revised in the Board meeting held on 27^th
July, 2024 and the details of new committee is as follows:

1. Mr. Sanjay Salunkhe, Chairman,

2. Mr. Ishan Baveja, Member and

3. Mr. Balkrishna Salunkhe, Member

The Board of Directors of the Company has approved CSR Policy based on the
recommendation of the CSR Committee.

The CSR Policy of the Company is available on the Company''s web-site and can
be accessed in the link provided herein below:

https: //www.jaroeducation.com/

The CSR Committee met 2 (Two) times during the financial year ended 31^st March
2024.

The present CSR initiatives of the Company focuses on recognized activities
mentioned in Schedule VII of the Companies Act, 2013. And the Report on
Corporate Social Responsibility (CSR) activities as required under Section 135 of
the Companies Act 2013 is annexed herewith as Annexure - IV to this Directors''
Report.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE
YEAR ENDED 31^st MARCH 2024:

The observations/qualifications/disclaimers made by the Statutory Auditors in
their report for the financial year ended 31^st March 2024 read with the explanatory
notes therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies
Act, 2013.

b. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, M/s. MS KA& Associates,
Chartered Accountants (FRN: 105047W), the Statutory Auditors of the Company,
hold office up to the conclusion of the ensuing Annual General Meeting. The
consent of the Auditors along with a certificate under Section 139 of the Act have
been obtained from the Auditors to the effect that their appointment, if made, shall
be in accordance with the prescribed conditions and that they are eligible to hold
the office of Auditors of the Company. The Board recommends the appointment
of M/s. M S K A & Associates, Chartered Accountants (FRN: 105047W) as the
Statutory Auditors of the Company.

The necessary resolution for reappointment of the said Auditors is included in the
Notice of AGM for seeking approval of members.

c. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time,
the Company is not required to maintain Cost Records under said Rules.

d. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION
143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the
Company under Section 143(12) of the Act read with Companies (Accounts) Rules,
2014.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies
(Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have
impact on the going concern status and the Company''s operations in future.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31^st March, 2024, the Board

of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material
departures;

b. such accounting policies have been selected and applied consistently and the
Directors made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at 31^st
March, 2024 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern
basis;

e. the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are
operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating
effectively;

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under
review and hence no information as per provisions of Section 54(1)(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

f. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT,2013:

During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014is furnished.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.

For and on behalf of

Jaro Institute of Technology Management and Research Limited

SD/- SD/-

Sanjay Namdeo Salunkhe Balkrishna Namdeo Salunkhe

Managing Director Director

DIN: 01900632 DIN: 01685311

Address: 606/A, Golf Scappe, Address: B-2, 12^th Floor, Flat No. 5,

Near Diamond Garden, Millennium Towers, Sector 09,

Sion Trambay Road, Opp. Sitaram Master Garden,

Chembur, Mumbai - 400071, Sanpada, Navi Mumbai - 400705,

Maharashtra, India Maharashtra, India

Date: 26/09/2024

Place: Mumbai