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)

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.

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: -

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

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.

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.

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:

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;

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 cs@iaro.in

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.

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