Jaro Institute of Technol. Mgt. and Research Ltd IPOJARO

The IPO opens on 23 Sept 2025 & closes on 25 Sept 2025.

Jaro Institute of Technology Management and Research Limited was originally incorporated as a Private Limited Company under the name of 'Jaro Institute of Technology Management and Research Private Limited' on July 9, 2009, issued by the Registrar of Companies, at Mumbai. Thereafter, Company converted into a Public Limited Company and the name was changed to 'Jaro Institute of Technology Management and Research Limited', and a fresh Certificate of Incorporation upon the Conversion was issued by the RoC on August 12, 2017. Since the establishment of business in 2009 by Sanjay Namdeo Salunkhe, a first-generation entrepreneur with over 17 years of experience in the education sector, the Company has been a pioneer in the online higher education and Learning Management System. At present, it is mainly engaged in facilitating student enrollments and program management services pertaining to the educational courses and degrees offered by the universities/institutes. Partner Institutions include IITs, IIMs and premier global institutions such as Swiss School of Management and Rotman School of Management, University of Toronto, and top corporates, out of which 24 institutions have earned the distinction of being ranked among the top 100 partners in their respective streams by NIRF. The Company has established a robust learning ecosystem for the Learners, through online LMSs, on-campus and off campus immersive studios, technology training and orientation, dedicated Learner support and personalized career counselling and guidance. The counselling approach and admission services enable Partner Institutions to focus on the academic content of their courses and programs, instead of facilitating direct admissions. The Partner Institutions are responsible for the academic content of their programs, faculty appointments, providing lectures, determining Learner capacity, granting degrees, and making decisions regarding Learner admission and registration criteria. Apart from this, the Company interact regularly with Learners to ensure modification in programs based on the participants' feedback. The counselling approach is designed to facilitate course fitment for Learners. Through collaborations with Partner Institutions, it provide practical and industry-relevant skills that have integrated into the curriculum, and educational programs stay updated with real-time industry trends and requirements and are aligned with current market demands, to enhance the employability and marketability of skills of the Learners. The Company is planning to raise money from public through Initial Offer aggregating upto Rs 570 Crore Equity Shares, comprising a Fresh Issue upto Rs 170 Crore and Rs 400 Crore Equity Shares through Offer for Sale.

Jaro Institute of Technol. Mgt. and Research Ltd IPO will close on 25 Sept 2025.

<ul><li>Market leading position in online higher education and upskilling space with strong brand image and pan-India presence.</li><li>Comprehensive solutions to Partner Institutions and Learners.</li><li>High revenue predictability backed by long-lasting, robust client relationships across industries.</li><li>Proven track record in delivering high quality and diversified course offerings.</li><li>Leveraging technology and digitalization for enhancing client experience and business expansion.</li><li>Experienced senior management team with deep industry expertise and proven track record.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Sanjay Namdeo Salunkhe</td> <td>14482035</td> <td>70.98</td> <td>11335968</td> <td>51.16</td> </tr> <tr> <td>2</td> <td>Balkrishna Namdeo Salunkhe</td> <td>457098</td> <td>2.24</td> <td>457098</td> <td>2.06</td> </tr> <tr> <td>3</td> <td>Rajendra Namdeo Salunkhe</td> <td>455098</td> <td>2.23</td> <td>455098</td> <td>2.05</td> </tr> <tr> <td>4</td> <td>Anita Sanjay Salunkhe</td> <td>455098</td> <td>2.23</td> <td>455098</td> <td>2.05</td> </tr> </tbody> </table>

<ul><li>While the name of our Company is "Jaro Institute of Technology Management and Research Limited", we do not create the academic content or independently offer the degree programs and certification courses by ourselves. Our business depends heavily on our Partner Institutions as they are responsible for the academic content of their degree programs and certification courses, which we market and facilitate delivery of. If there is any decline in the adoption by our Partner Institutions of online delivery of their degree programs and certification courses, our business, revenues, profitability and growth may suffer.</li><li>We derive a significant portion of our revenues from a few Partner Institutions and the loss of one or more such clients could adversely affect our business and prospects.</li><li>Most of our businesses are operated in and from the states in the Western region. Approximately 73.00% of our revenue from operations is derived from the Western region, as of March 31, 2025. 33.33% of our Partner Institutions operate in and from the states in the Western region, as of March 31, 2025. Such geographic concentration of our revenue and business operations, and our Partner Institutions, may restrict our results of operations and growth to the economic and demographic conditions of the Western region. Additionally, the management-oriented degree programs and certification courses typically attract more enrolments by the Learners. Any change in industry trends and demand drivers for the sectors in which the degree programs and certification courses are offered, may adversely impact our business, financial condition and results of operations.</li><li>Our business depends heavily on the adoption by colleges and universities of online delivery of their degree programs and certification courses. If our existing or prospective Partner Institutions continue with on-campus degree programs or certification courses due to their perceived loss of control over the education experience, our revenue growth and profitability may suffer.</li><li>We have negative cash flows in the past. Our historical performance may not be indicative of our future growth or financial results.</li><li>One of the objects of the Offer is to undertake marketing, brand building and advertising activities. Such utilisation may not achieve the desired results and the outcome of activities is not ascertainable at this stage.</li><li>Our market capitalisation to total revenue from operations ratio, market capitalisation to tangible assets ratio and enterprise value to EBITDA ratio may not be indicative of the trading price of our Equity Shares upon listing on the Stock Exchanges subsequent to the Offer and, as a result, you may lose a significant part or all of your investment.</li><li>Our Promoters will continue to retain significant shareholding in us after this Offer, which will allow them to exercise significant influence over us. Any substantial change in our Promoter's shareholding may have an impact on the trading price of our Equity Shares, which could adversely affect our business, financial condition, results of operations and cash flows.</li><li>Our Company proposes to utilize the Net Proceeds for marketing, brand building and advertising activities, prepayment or scheduled re-payment of a portion of certain outstanding borrowings availed by our Company and general corporate purposes. The usage of our Net Proceeds towards these objects will not result in creation of any tangible assets.</li><li>We rely on third-party LMS service providers who may not perform their obligations satisfactorily or in compliance with law. If there is a disruption in the third-party LMS services, or if the third-party LMS service providers discontinue their service agreements with us, this could reduce client and Learner satisfaction, could impact our ability to attract new Learners and Partner Institutions and could adversely affect our reputation, business, financial condition and results of operations.</li><li>Our business is linked to the academic cycle, and is therefore subject to seasonality, which may contribute to fluctuations in our results of operations and financial condition.</li><li>Our audit reports include certain emphasis of matter and observations. Any such emphasis of matters or other observations from our Statutory Auditors may affect our results of operations or adversely affect our business.</li><li>We have incurred indebtedness and our inability to comply with repayment and other covenants in our financing agreements, could restrict our ability to conduct our business and operations in the manner we desire.</li><li>Our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from our Company. Certain of our Directors, Key Managerial Personnel, Senior Management Personnel and our Promoters may have interest in entities, which are in businesses similar to ours and this may result in conflict of interest with us.</li><li>Our funding requirements and the proposed deployment of Net Proceeds have not been appraised and our management will have discretion over the use of the Net Proceeds.</li><li>Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior Shareholders' approval.</li><li>Cybersecurity is of critical importance to the continuation of operations of our Company, in view of the nature of our business. We face the threat of cyber-fraud and cyber-attacks, such as hacking, phishing and theft of sensitive internal data or customer or Learner information. We also face the threat of a system breakdown, network outage and system failure. These may damage our reputation and adversely affect our business and results of operations.</li><li>Our success depends, in large part, upon our Chairman and Managing Director, Sanjay Namdeo Salunkhe, our Key Managerial Personnel and Senior Management Personnel as well as our ability to attract and retain our employees. Failure to train and motivate our employees may lead to an increase in our employee attrition rates and our results of operations could be adversely affected.</li><li>Our business may be adversely affected if our Partner Institutions start directly marketing their degree programs and certification courses.</li><li>Our business is dependent on fee sharing agreements with our Partner Institutions. If our Partner Institutions reduce our fee share once their programs and courses have sufficient vintage to draw enrolments, our fee share could decline. This may necessitate increased marketing efforts to acquire new Learners, potentially leading to higher acquisition costs.</li><li>Our ability to retain the present number of Learners serviced by us and attract new Learners is dependent upon various factors including our reputation and our ability to maintain a high level of service quality. If we are unable to procure or retain Learners or participants for the degree programs and certification courses that our Partner Institutions offer, our business, revenues, results of operations and prospects may suffer.</li><li>Our success is dependent on the Partner Institutions maintaining the quality of their content and delivery of degree programs and certification courses. Any negative feedback on the degree programs and certification courses will in turn hamper our ability to drive enrolments.</li><li>There have been delays in payment of statutory dues by our Company and in filing GST returns in the Fiscal 2025, 2024 and 2023 due to which there have been non-compliances with the applicable laws in the past. Any default or inability to make timely payment of our statutory could result us into paying interest on the delay in payment of statutory dues which could adversely affect our business, our reputation, our results of operations and financial condition. We may be subject to regulatory actions and penalties for any such delays which may adversely affect our business, our reputation, our results of operations and financial condition.</li><li>Our Company and one of our Promoters are involved in certain legal proceedings, including tax proceedings. Further, Sanjay Namdeo Salunkhe, one of our Promoters, was, in the past, involved in a regulatory action issued by Enquiry and Adjudication Department of SEBI pursuant to which he paid a penalty of ? 1 million on August 6, 2014. An adverse outcome in these proceeding may adversely affect our reputation, business, financial condition, results of operations and cash flows.</li><li>We may be subject to regulatory actions for delay in reporting of certain transfer of Equity Shares made by one of our Promoters, which may affect our reputation adversely.</li><li>Our business may be adversely affected if we are unable to maintain and grow our brand image. Unfavourable publicity or social media coverage may adversely affect our brand image, reputation and prospects.</li><li>Any misappropriation, mis-selling or duplication of the degree programs and certification courses offered by our Partner Institutions which we market and facilitate delivery of, may have an adverse impact on our reputation, business and prospects.</li><li>We are responsible for protection of intellectual property rights of the content delivered and developed by our Partner Institutions. Any failure to protect such rights may lead to contractual breach and may have an adverse impact on our reputation, business and prospects.</li><li>We failed to comply with certain provisions of the Companies Act 2013 in the past, which necessitated filing a petition to condone the delay in filing the copy of the shareholders' resolution and a compounding application for delay in conducting AGM. Further, our audited financial statements for Fiscals 2022 and 2023 erroneously recorded our Promoters' Sanjay Namdeo Salunkhe's shareholding. We cannot assure you that there will be no non-compliances in the future and that our Company and our Directors will not be subject to any penalty. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate or any other law could impact the financial position of the Company to that extent.</li><li>If significant changes or shifts in industry trends occur in the sectors where our Partner Institutions offer certification courses and degree programs which we market and facilitate delivery of, and we are unable to update, realign, or enhance our offerings in a timely and cost-effective manner or are required to discontinue them, our enrolments, revenues, and profitability could be adversely affected.</li><li>Our success depends significantly on our ability to continue to innovate and implement technological advances, which requires us to invest in technology infrastructure upfront resulting in revenue expenditure. If we are unable to keep pace with evolving technology and user preferences, we may be unsuccessful in procuring sufficient enrolments for the degree programs and certification courses offered by our Partner Institutions.</li><li>If we are unable to manage our growth effectively, our business and reputation could be adversely affected. Further, we may not be able to sustain the growth rates we have had since our inception.</li><li>Our arrangements with our Partner Institutions may not be exclusive and our agreements may not be long-term in nature. These Partner Institutions may choose not to renew their arrangements with us or may prioritize the services of our competitors, which may adversely affect our business, revenues and results of operations.</li><li>We have working capital requirements and may require additional financing in the future. A failure in obtaining such financing or on terms favourable to us could have an adverse effect on our business, results of operations, financial condition and cash flows.</li><li>We face competition across the market we serve and if we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.</li><li>Except for Vaijyanti Ajit Pandit, none of our Directors possess experience of being on the board of any listed company.</li><li>As an online higher education and upskilling company, maintaining robust and effective internal controls is crucial to ensure smooth operations and protect against potential issues. Any failure or material weakness of our internal control systems could cause significant operational errors and we may be subject to fraud, which would adversely affect our reputation and profitability.</li><li>Our Partner Institutions may assert indemnification claims against us that could result in substantial monetary awards or terminate our contracts, which may have a material adverse effect on our business, financial condition, results of operations and prospects. We do not maintain any insurance coverage for such indemnification claims, which may have a material adverse effect on our business, financial condition, results of operations and prospects, in the event any such claims are successful.</li><li>Our Registered Office, and other offices are located on leased premises. There can be no assurance that such lease agreements will be renewed upon termination or that we will be able to obtain other premises on lease on the same or similar commercial terms.</li><li>Issues related to the development and use of AI, including Generative AI, could give rise to legal and regulatory actions, damage our reputation or otherwise adversely affect our business.</li><li>We market and facilitate delivery of degree programs and certification courses primarily in the commerce, marketing, technology, human resources, finance and related sectors. Any shifts in industry trends or significant change in the demands or preferences for these sectors may have an adverse impact on our collaborations with our Partner Institutions, enrolments, revenues, financial condition and results of operations.</li><li>We have in the past entered into related party transactions and may continue to do so in the future, and there can be no assurance that we will achieve more favourable terms if such transactions are not entered into with related parties. We have entered into, and will continue to enter into, related party transactions which may potentially involve conflicts of interest.</li><li>We have certain contingent liabilities that have been disclosed in our financial statements, which if they materialize, may adversely affect our results of operations, cash flows and financial condition.</li><li>We have presented, in this Red Herring Prospectus, certain non-GAAP financial measures and other selected statistical information relating to our financial condition and operations. These financial measures and statistical information may vary from any standard methodology that is applicable across the higher education and upskilling industry, and therefore may not be comparable with financial or statistical information of similar nomenclature computed and presented by other peers or higher education and upskilling companies.</li><li>Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which may be material to investor's assessments of our financial condition.</li><li>While we are currently not subject to extensive governmental regulation, any regulatory, self-regulatory or legal framework introduced in the future may increase our compliance requirements and costs, which may adversely affect our business, results of operations and prospects.</li><li>We require certain statutory and regulatory approvals, licenses, registrations and permissions to conduct our business and an inability to obtain or maintain such approvals, licenses, registrations and permissions in a timely manner, or at all, may adversely affect our operations.</li><li>We will not receive any proceeds from the Offer for Sale. The Selling Shareholder will receive the entire proceeds from the Offer for Sale.</li><li>This Red Herring Prospectus contains information from third parties and from the Technopak Report prepared by Technopak, which we have commissioned and paid for purposes of confirming our understanding of the industry exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>Our insurance coverage may not be adequate to protect us against all potential losses, which may have an adverse effect on our business, financial condition and results of operations.</li><li>We have availed loans which may be recalled by the lenders, subject to the terms and conditions of their grant, at any time.</li><li>Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and lender consents and we cannot assure you that we will be able to pay dividends in the future.</li><li>We have issued Equity Shares during the last twelve months at a price that may be lower than the Offer Price.</li></ul>

The Issue type of Jaro Institute of Technol. Mgt. and Research Ltd is Book Building.

The minimum application for shares of Jaro Institute of Technol. Mgt. and Research Ltd is 16.

The total shares issue of Jaro Institute of Technol. Mgt. and Research Ltd is 5056179.

Initial public offering of up to 50,56,179 equity shares of face value of Rs.10 each ("equity shares") of Jaro Institute of Technology Management and Research Limited (the "company" or the "issuer") for cash at a price of Rs.890 per equity share (including a share premium of Rs.880 per equity share) ("offer price") aggregating up to Rs. 450.00 crores (the "offer") comprising a fresh issue of up to 19,10,112 equity shares of face value Rs.10 each aggregating up to Rs. 170.00 crores by the company (the "fresh issue") and an offer for sale of up to 31,46,067 equity shares of face value Rs.10 each aggregating up to Rs. 280.00 crores by Sanjay Namdeo Salunkhe ("promoter selling shareholder") (the "offer for sale").