Jaro Institute of Technol. Mgt. and Research Ltd Auditor Reports

Independent Auditors Examination Report on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statement of Cash Flows for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 along with the Material Accounting Policies and the Notes (including other explanatory information) (collectively, the "Restated Consolidated Financial Information") of Jaro Institute of Technology Management And Research Limited

The Board of Directors

Jaro Institute Of Technology Management And Research Limited

11th Floor, Vikas Centre,

Near Golf Club,

Dr. C.G. Road,

Chembur, Mumbai- 400074

Dear Sirs/ Madams,

1. We, M S K A & Associates, Chartered Accountants ("We" or "Us" or "Our" or "M S K A" or "the Firm") have examined the attached Restated Consolidated Financial Information of Jaro Institute Of Technology Management And Research Limited (the "Company" or the "Issuer") and its subsidiaries (the Company and its subsidiaries together referred to as the "Group") which comprises of the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Cash Flows, the Restated Consolidated Statement of Changes in Equity for the years ended March 31, 2024, March 31, 2023 and March 31, 2022, the Material Accounting Policies and the Notes (including other explanatory information) (collectively, the "Restated Consolidated Financial Information"), annexed to this report for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") prepared by the Company in connection with its proposed Initial Public Offer of equity shares of face value of Rs. 10 each ("Offer"). The Restated Consolidated Financial Information, which have been approved by the Board of Directors of the Company (the "Board of Directors") at their meeting held on August 10, 2024, and have been prepared by the Company in accordance with the requirements of:

a) The Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations");

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note"); and

d) Email dated October 28, 2021 from Securities and Exchange Board of India (SEBI) to Association of Investment Bankers of India ("SEBI Communication").

Managements Responsibility for the Restated Consolidated Financial Information

2. The Companys Board of Directors are responsible for the preparation of Restated Consolidated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") (collectively, "the Stock Exchanges") and the Registrar of Companies, Mumbai - Maharashtra ("ROC") in connection with the Offer. The Restated Consolidated Financial Information have been prepared by the management of the Company in accordance with the basis of preparation stated in Note 2.1(i) of Annexure V of the Restated Consolidated Financial Information. The respective

Board of Directors of the Companies of the Group are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors of the Companies included in the Group are also responsible for identifying and ensuring that the Group complies with the Act, the SEBI ICDR Regulations, the Guidance Note and SEBI Communication.

Auditors Responsibilities

3. We have examined the Restated Consolidated Financial Information taking into consideration:

a) The terms of reference and our engagement agreed upon in accordance with our engagement letter dated April 2, 2024, in connection with the Offer.

b) The Guidance Note and SEBI Communication. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) the concepts of test check and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to compliance

with the Act, the SEBI ICDR Regulations, the Guidance Note and SEBI Communication in connection

with the Offer.

4. The Restated Consolidated Financial Information have been compiled by the management from

a) Audited Ind AS Consolidated Financial Statements of the Group as at and for the years ended March 31, 2024 and March 31, 2023, which were prepared in accordance with Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, and have been approved by the Board of Directors at their meeting held on July 31, 2024 and September 30, 2023 respectively; and

b) Audited Special Purpose Ind AS Consolidated Financial Statements of the Group as at and for the year ended March 31, 2022, which were prepared in accordance with the Basis of Preparation, as set out in Note 2.1(i) of Annexure V to the Restated Consolidated Financial Information, which has been approved by the Board of Directors at their meeting held on August 10, 2024.

The Audited Special Purpose Ind AS Consolidated Financial Statements of the Group as at and for the year ended March 31, 2022 referred to in Para 4 (b) above have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 for the transition date of April 1, 2021 and as per the presentation, accounting policies including amended Schedule III disclosures followed as at and for the year ended March 31, 2024, pursuant to the SEBI Communication.

5. For the purpose of our examination, we have relied on:

a) Auditors Reports issued by us dated September 26, 2024 and September 30, 2023, on the Consolidated Financial Statements of the Group as at and for the year ended March 31, 2024 and March 31, 2023 respectively as referred in Paragraph 4 (a) above;

b) Auditors Report issued by us September 26, 2024, on the Special Purpose Ind AS Consolidated Financial Statements of the Group as at and for the year ended March 31, 2022, as referred in Paragraph 4 (b) above.

6. The audit reports issued by us referred in paragraph 5 included following matters which did not require any adjustment in the Restated Consolidated Financial Information:

Our audit report referred to in paragraph 5(b) above included an Emphasis of Matter paragraph which is reproduced below:

" Without modifying our opinion, we draw attention to Note 2.1 to the Special Purpose Ind AS Consolidated Financial Statements which describes the purpose and basis of preparation of the Special Purpose Ind AS Consolidated Financial Statements. These Special Purpose Ind AS Consolidated Financial Statements have been prepared by the Holding Company for the purpose of preparation of the Restated Consolidated Financial Information to be included in the Draft Red Herring Prospectus (the "DRHP"), Red Herring Prospectus ("RHP") and the Prospectus (collectively referred as, the "Offer Documents") in connection with the proposed initial public offering of the Group as required by Section 26 of Part I of Chapter III of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (the "SEBI ICDR Regulations"), the SEBI Communication dated 28 October 2021 to Association of Investment Bankers of India and the Guidance Note on Reports in Company Prospectuses (Revised 2019) ("the Guidance Note") issued by the ICAI. As a result, these Special Purpose Ind AS Consolidated Financial Statements may not be suitable for any another purpose.

Our report is addressed to the Board of Directors of the Holding Company solely for the purpose as mentioned above. This should not be distributed to or used by any other parties. M S K A & Associates shall not be liable to the Company or to any other concerned for any claims, liabilities or expenses relating to this. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

Our opinion is not modified in respect of this matter."

The above emphasis of matter paragraph does not require any adjustment to the Restated Consolidated Financial Information.

Report on Other Legal and Regulatory Requirements paragraphs with respect to our audit reports issued by us referred in paragraph 5(a) for year ended March 31, 2024

Reporting on Audit Trail

Based on our examination, the Holding Company & its subsidiaries has used an accounting software (tally) for maintaining its books of account during the year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility, except that no audit trail feature was enabled from April 1, 2023 till June 12, 2023.

Further, the audit trail feature as enabled, has not operated throughout the year for all relevant transactions recorded in this accounting software as it was enabled only with effect from June 13, 2023.

Also, during the course of our examination, we did not come across any instance of audit trail feature being tampered with, post enablement of audit trail feature.

7. As indicated in our audit report referred to in Para 5 above:

a) We did not audit the financial statements of two subsidiaries included in the Group as of and for the years ended March 31, 2024, March 31, 2023, and three subsidiaries as of and for the year ended March 31, 2022 whose share of total assets, total revenues, net cash inflows / (outflows) included in the Restated Consolidated Financial Information, for the relevant periods/years is tabulated below:

1Ceased to be a subsidiary as at October 3, 2023.

2Ceased to be a subsidiary as at March 28, 2024.

3Ceased to be a subsidiary as at September 20, 2021.

These Ind AS financial statements /special purpose Ind AS financial statements, as applicable, have been audited by M/s Mulani and Associates whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included in respect of such subsidiaries, is based solely on the reports of such auditor.

Our opinion on the Audited Consolidated Financial Statements and Audited Special Purpose Ind AS Consolidated Financial Statements, as applicable, is not modified in respect of the matters above.

Further, the financial information of these subsidiaries included in these Restated Consolidated Financial Information, is based on such financial statements/special purpose Ind AS financial statements, as applicable, audited by the other auditors and have been restated by the Management of the Company to comply with the basis set out in Note 2.1(i) of Annexure V to the Restated Consolidated Financial Information. The restatement adjustments made to such financial statements to comply with the basis set out in Note 2.1 (i) of Annexure V to the Restated Consolidated Financial Information, have been audited by us.

8. Based on the above and according to the information and explanations given to us and based on the reliance placed on auditors report issued by other auditors as mentioned in para 7 above, we report that:

i) Restated Consolidated Financial Information have been prepared after incorporating adjustments for the changes in accounting policies, any material errors and regroupings/ reclassifications retrospectively in the financial years as at and for the years ended March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2024, as more fully described in Note 2(i) Annexure V and Annexure VII to the Restated Consolidated Financial Information (Restated Statement of Adjustments to Audited Financial Statements);

ii) there are no qualifications in the auditors reports issued on the Audited Consolidated Financial Statements as at and for the years ended March 31, 2024, March 31, 2023 and Audited Special

Purpose Ind AS Consolidated Financial Statements for the year ended March 31, 2022 which require any adjustments to the Restated Consolidated Financial Information. There is an Emphasis of Matters (refer paragraph 5(b) and 6 above) which do not require any adjustment to the Restated Consolidated Financial Information; and (b) qualifications in the Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Annexure VII to the Restated Consolidated Financial Information; and

iii) Restated Consolidated Financial Information has been prepared in accordance with the Act, the SEBI ICDR Regulations, the Guidance Note and SEBI Communication.

9. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Consolidated Financial Statements / Special Purpose Ind AS Consolidated Financial Statements, as applicable, mentioned in paragraph 5 above.

10. This report should not in any way be construed as a reissuance or re-dating of any of the previous auditors reports issued by us, nor should this report be construed as a new opinion on any of the financial information referred to herein.

11. We have no responsibility to update our report for events and circumstances occurring after the date of this report.

12. Our report is intended solely for use of the Board of Directors and for inclusion in the DRHP to be filed with the SEBI, BSE and NSE and the ROC, as applicable in connection with the proposed Offer. Our report should not be used, referred to or distributed for any other purpose without prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.