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:

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;

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.

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.

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:

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