Jaro Institute of Technology Management and Research Limited has disclosed a substantial acquisition of shares under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure details a proposed inter-se transfer of shares by way of gift within the promoter group.

Transaction Details

Balkrishna Namdeo Salunkhe, an immediate relative of the promoter group, is set to acquire 4,55,098 equity shares from Mr. Rajendra Namdeo Salunkhe. The transaction is scheduled to take place on or after May 29, 2026. The shares being transferred represent 2.04% of the total share capital of the company.

The transfer is being executed via an Affidavit of Gift, resulting in nil consideration. As an inter-se transfer amongst qualifying persons who are immediate relatives, the transaction falls under the exemption provided by Regulation 10(1)(a)(i) of the SEBI (SAST) Regulations, 2011. Consequently, the aggregate holding of the Promoter and Promoter Group remains unchanged before and after the transaction.

Shareholding Pattern

The disclosure outlines the changes in shareholding for the acquirer and the seller involved in the transaction. The table below details the holdings before and after the proposed gift of shares.

Regulatory Compliance

The acquirer has declared that the transferor and transferee have complied, and will continue to comply, with the applicable disclosure requirements outlined in Chapter V of the Takeover Regulations, 2011. Furthermore, it was confirmed that all conditions specified under Regulation 10(1)(a) regarding exemptions have been duly complied with for this inter-se transfer.

Jaro Institute of Technology Management and Research Limited filed its investor presentation for Q4 FY26 with BSE Limited and National Stock Exchange of India Limited on May 12, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The presentation covers audited financial results for the quarter and year ended March 31, 2026, and was submitted by Managing Director Sanjay Namdeo Salunkhe. The Board of Directors had approved the audited financial results at its meeting held on May 07, 2026, following review by the Audit Committee, with statutory auditor M/s. MSKA & Associates LLP issuing an unmodified opinion on the annual results.

Q4 FY26 Operational Highlights

For the quarter ended March 31, 2026, the company reported gross bookings of INR 19,070.46 lakhs (QoQ: 15%), with total admissions of 8,464 (QoQ: 20%), of which degree admissions stood at 7,357 (QoQ: 24%) and certification admissions at 1,107 (QoQ: 2%). Revenue from degree programs stood at INR 6,390.15 lakhs and revenue from certification programs at INR 888.49 lakhs. The quarter also saw significant partnership and program activity, with Jaro signing a new agreement with S.P. Jain Institute of Management & Research (SPJIMR) and B2B MoUs with L&T Finance and Safran Datasystems. Agreement renewals were secured with IIM Ahmedabad (renewed 4 times), IIT Delhi (renewed 2 times), and Dayananda Sagar University. Additionally, 5 Masterclass sessions were conducted with IIT Madras and 5 with MIT Solan on NextGen Business Mastery.

The company launched 18 new programs across premier institutions during the quarter, as detailed below:

Quarterly Financial Performance

For the quarter ended March 31, 2026, revenue from operations stood at ₹7,278.64 lakhs compared to ₹7,412.08 lakhs in Q4 FY25. EBITDA for Q4 FY26 was ₹3,015.30 lakhs (margin: 37%) versus ₹2,843.38 lakhs (margin: 38%) in Q4 FY25. Net profit after tax (PAT) rose 17% to ₹2,133.28 lakhs from ₹1,818.65 lakhs in the corresponding quarter of the previous year.

Annual Financial Performance

For the full financial year ended March 31, 2026, revenue from operations grew to ₹27,387.81 lakhs from ₹25,226.26 lakhs in the previous year. Total income, including other income of ₹1,112.37 lakhs, stood at ₹28,500.18 lakhs against ₹25,401.87 lakhs in the prior year. EBITDA for FY26 was ₹8,321.15 lakhs (margin: 29%) compared to ₹8,358.30 lakhs (margin: 33%) in FY25. Net profit after tax for FY26 rose 2% to ₹5,291.64 lakhs from ₹5,166.87 lakhs in the previous year, with a PAT margin of 19%.

Balance Sheet and Cash Flow Position

As at March 31, 2026, total assets stood at ₹42,881.36 lakhs, up significantly from ₹27,670.32 lakhs as at March 31, 2025. Total equity increased to ₹36,042.71 lakhs from ₹17,155.06 lakhs, reflecting equity share capital of ₹2,177.90 lakhs and other equity of ₹33,864.81 lakhs. Total liabilities declined to ₹6,838.65 lakhs from ₹10,515.26 lakhs in the prior year. Cash and cash equivalents at the end of the year were ₹2,394.73 lakhs, compared to ₹507.76 lakhs at the beginning of the year. Net cash flows generated from operating activities for FY26 stood at ₹5,744.70 lakhs, compared to net cash used in operating activities of ₹2,345.38 lakhs in the prior year.

Dividend Announcement

The Board of Directors proposed a final dividend of ₹3 per equity share (face value ₹10 per share), representing 30% of face value, for the financial year 2025-26. This is subject to approval by members at the forthcoming Annual General Meeting, following which it will be credited or dispatched within 30 days from the date of the AGM. Additionally, the Board had declared an interim dividend of ₹2 per equity share at its meeting held on January 02, 2026, which was paid during the year amounting to ₹443.13 lakhs.

IPO Proceeds Utilisation

The company completed its Initial Public Offer (IPO) of 50,56,179 equity shares of face value ₹10 each at an issue price of ₹890 per share (including a share premium of ₹880 per share). The issue comprised a fresh issue of 19,10,112 equity shares aggregating to ₹17,000.00 lakhs and an offer for sale of 31,46,067 equity shares by selling shareholders aggregating to ₹28,000.00 lakhs, totalling ₹45,000.00 lakhs. The equity shares were listed on NSE and BSE on September 30, 2025. The utilisation of IPO proceeds from the fresh issue as at March 31, 2026 is detailed below:

Out of the net proceeds unutilised as at March 31, 2026, ₹5,000 lakhs have been temporarily invested in fixed deposits with a bank.

Crisil Ratings Monitoring Agency Report — Q4 FY26

Pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 41(4) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Crisil Ratings Limited submitted its Monitoring Agency Report for the quarter ended March 31, 2026, on May 12, 2026. The report covers the utilisation of proceeds raised through the IPO and confirms no deviation from the objects stated in the offer document. The gross proceeds from the fresh issue stood at Rs 1,700.00 million, against which issue expenses of Rs 138.47 million were deducted, yielding net proceeds of Rs 1,561.53 million.

The following table details the progress in utilisation of IPO proceeds during and up to the quarter ended March 31, 2026:

The monitoring agency confirmed that all utilisation is as per the disclosures in the offer document, with no material deviations observed. Proceeds towards marketing were utilised for performance marketing expenses including digital advertising campaigns, lead generation campaigns, pay-per-click ads, display advertisements, and other targeted marketing efforts across online platforms. Borrowing repayment proceeds were fully utilised by the quarter ended December 31, 2025. General corporate purpose funds of Rs 180.86 million were deployed towards employees' salaries and incentives (Rs 146.52 million), office rent (Rs 17.49 million), referral incentives paid to existing students for new admissions (Rs 15.59 million), telephone charges (Rs 1.12 million), and electricity expenses (Rs 0.14 million).

Deployment of Unutilised Proceeds

As at March 31, 2026, the total unutilised IPO proceeds of Rs 514.28 million were deployed across fixed deposits with Axis Bank and current/monitoring accounts. The fixed deposits, aggregating Rs 500.00 million, carry interest rates of 6.25%–6.40% per annum with maturity dates in August and October 2026. Total earnings on these investments as on March 31, 2026 stood at Rs 7.00 million, with a combined market value of Rs 521.28 million. The remaining balance was held in the monitoring account (Rs 5.07 million), public issue account (Rs 5.06 million), and a current account with ICICI Bank (Rs 4.15 million).

Implementation Delay

The monitoring agency noted a delay in the implementation of marketing and general corporate purpose expenditures relative to the prospectus schedule. As per the prospectus dated September 25, 2025, the company had estimated utilising Rs 901.53 million for these objects by Fiscal 2026; however, actual utilisation stood at Rs 619.52 million as at the end of Fiscal 2026. The company attributed this delay to the dynamic nature of its marketing strategy, driven by demand-supply conditions and cost optimisation considerations, noting that incurring certain expenses during the quarter was not considered commercially viable. The prospectus also provides that any unutilised amounts in a fiscal year may be utilised in the subsequent fiscal year, subject to management discretion and applicable law.

Other Key Developments

During the year ended March 31, 2026, the company allotted 31,045 equity shares of ₹10 each pursuant to ESOP Scheme 2022. The company also appointed Jaro Education Welfare Trust as the ESOP Trust to administer the employee stock option scheme, consolidating the trust in its financial statements. The New Labour Codes, made effective from November 21, 2025, resulted in the company estimating and accounting for an incremental liability for own employees aggregating to ₹10.76 lakhs. The company operates as a single reportable segment—education program services—and has no subsidiary, associate, or joint venture company. Under its CSR initiatives, Jaro Education supported affordable healthcare in Patna with a contribution of ₹51 lakh in partnership with the Khan Foundation as part of the 'Shiksha se Seva Tak' initiative, and was honoured as "Best Organisations for Women 2026" by ET Edge.