The Directors have pleasure in presenting the 59th Annual Report
and Audited Financial Statements for the financial year ended
March 31, 2025.

Financial Results-An Overview

Company's Performance

During the FY 2024-25, the Company achieved consolidated
revenue of Rs. 2270 crore, EBITDA of Rs. 306 crore and PBT
of Rs. 256 crore as against consolidated revenue of Rs. 2427
crore, EBITDA of Rs. 331 crore and PBT of Rs. 283 crore in the
previous financial year. The Company's performance toward its
Lakshya 50XT was broadly aligned. Members are requested to
refer to the Management Discussion and Analysis section for
detailed information.

Consolidated Financial Statements

The consolidated financial statements of the Company and of all its
subsidiaries are included in this Annual Report. These consolidated

statements have been prepared in accordance with applicable
accounting standards and section 129 of the Companies Act,

2013. The standalone audited financial statements, along
with the financial reports and related documents for each of
subsidiary company, are available on the Company's website at
www.iaispring.com.

Change in the Nature of Business

The nature of the business of the Company and its subsidiaries has
remained unchanged during the year under review.

Material Changes and Commitments

There have been no material or significant changes or commitments
that have affected the financial position of the Company between
the close of the FY 2024-25 and the date of this report.

Transfer to Reserves

During the FY 2024-25, Rs.11.97 Lacs were transferred to general
reserves.

Share Capital and Stock Options

The Company has granted stock options to its permanent
employees under the Employee Stock Option Scheme, 2017 in
accordance with Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
('SEBI ESOP Regulations, 2021'). During FY 2024-25, a total
of 38,500 equity shares, each of Rs.1, were allotted to eligible
employees who exercised their options under the Scheme.
After the allotment, the Company's share capital increased from
398,941,395 equity shares of Rs.1 each to 398,979,885 equity
shares of Rs.1 each. The Certificate from the Secretarial Auditors
confirming that the Company's Employee Stock Option Scheme,
2017, has been implemented in compliance with the SEBI ESOP
Regulations, 2021, will be presented at the Annual General Meeting.

The disclosures required under the SEBI ESOP Regulations,
2021, and the Companies (Share Capital and Debentures) Rules,

2014, are provided in Annexure-1 of this Annual Report. The
Company has not issued any sweat equity shares or equity shares
with differential voting rights. Therefore, no information is being
provided under the provisions of Rule 4(4) and Rule 8(13) of the
Companies (Share Capital and Debentures) Rules, 2014.

Dividend and Dividend Distribution Policy

For FY 2024-25, the Board of Directors has recommended a final
dividend of Rs. 1.10 per equity share of Rs. 1 each to the members
of the Company for declaration at the ensuing Annual General
Meeting. The final dividend, along with the interim dividend of

Rs. 1 per equity share paid during FY 2024-25, will bring the total
dividend payout to Rs. 2.10 per equity share, which is equal to
46.45% of the PAT, in line with our "Lakshya 50XT” plan.

The dividend declared is in line with the Company's dividend
distribution policy, which is available on its website at
www.jaispring.com.

Subsidiaries, Joint Ventures and Associates

The Company has three subsidiary companies. Jai Suspensions
Limited and Jai Automotive Components Limited are wholly
owned subsidiaries, while the Company holds a 99.997%
shareholding in Jai Suspension Systems Private Limited. The
Company's Policy on Material Subsidiaries is available on the
Company's website. The Company does not have any associate
companies or joint ventures. During the FY 2024-25 and up to the
date of this report, there have been no changes in the Company's
subsidiaries or in the nature of their respective businesses. The
report on the Company's subsidiaries, in the prescribed format of
Form AOC-1, is annexed to this report as Annexure-2.

Particulars of Loans, Guarantees or Investments

The particulars of loans given, guarantees provided, and
investments made by the Company, as covered under Section
186 of the Companies Act, 2013, have been disclosed in notes to
the financial statements.

Related-Party Transactions

During the FY 2024-25, Company's related party transactions
were limited to its three subsidiary companies. Except for the
payment of remuneration, there were no related party transactions
with any persons or entities belonging to the promoter or promoter
group. All related party transactions were entered into by the
Company on arm's length basis and in the ordinary course of
business in accordance with Company's policy on related party
transactions . The Company's policy on related party transactions
is available on the website of the Company at www.jaispring.com.
These transactions were also periodically reviewed by the Audit
Committee. For transaction of recurring nature approval of the
Audit Committee was taken before start of financial year.

Transactions with Jai Suspension Systems Private Limited, one
of the Company's subsidiaries, qualify as material related party
transactions. The Company will be seeking shareholders' approval
for these transactions at the forthcoming 59th Annual General
Meeting. In compliance with Section 134(3)(h) of the Companies
Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules,
2014, the requisite disclosures are provided in Form AOC-2,
annexed as Annexure-3 to this Report.

Board of Directors and meetings

The composition of the Board of Directors of the Company is in
compliance with the requirements of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. Detailed information regarding the composition
of the Board, the number of meetings held, attendance of
Directors, and other relevant disclosures are provided in the
Corporate Governance Report, which forms an integral part of this
Annual Report. The Board of Directors met six times during the FY
2024-25, on May 24, 2024; June 20, 2024, September 27, 2024,
November 14, 2024, February 14, 2025 and March 29, 2025. The
interval between any two consecutive Board meetings did not
exceed 120 days.

During the FY 2024-25, Mr. P. S. Jauhar (DIN: 00744518) was
re-appointed as the Managing Director & CEO of the Company
for a further term of three years effective August 01, 2024. In
accordance with the provisions of the Companies Act, 2013, Mr.
P. S. Jauhar (DIN: 00744518) will retire by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for
re-appointment. The Board recommends his re-appointment, and
the resolution seeking shareholders' approval forms part of the
Notice convening the 59th Annual General Meeting.

During the FY 2024-25, Lt Gen Ravin Khosla (Retd.) (DIN:
10824636) was appointed as an Independent Director on the
Board of Directors of the Company for an initial term of five
consecutive years effective November 14, 2024.

Mr. Rakesh Kalra, an Independent Director, retired on February
2, 2025 upon completion of his second term as Independent
Director of the Company. The Board places on record its sincere
appreciation for his valuable contributions and guidance during
his tenure as a Director.

None of the Directors of the Company have been debarred or
disqualified from being appointed or continuing as directors of
companies in terms of Section 164(2) of the Companies Act, 2013.
All Independent Directors have submitted declarations confirming
that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and the SEBI Listing Regulations. Further,
there has been no change in the circumstances affecting their
status as Independent Directors.

Committees of the Board

The Board of Directors of the Company has constituted seven
Committees in line with applicable regulatory requirements and
to ensure focused oversight across key functional areas. These
Committees are established in accordance with the provisions
of the Companies Act, 2013 and SEBI Listing Regulations, with
clearly defined roles and responsibilities.

Recognizing the importance of sustainability and responsible
corporate practices, the Board expanded the scope of the
Corporate Social Responsibility (CSR) Committee to include
oversight of Environmental, Social, and Governance (ESG)
initiatives and compliance. Accordingly, the Committee has been
reconstituted and renamed as the CSR & ESG Committee, and is
now also responsible for guiding and monitoring the Company's
ESG strategies, goals, and related policies.

Details regarding the composition of Board Committees, their
mandates, the frequency of meetings of Committees held during
FY 2024-25, and participation of Directors therein are given in the
Corporate Governance Report. The recommendations made by
the Committees to the Board which were mandatorily required
have been accepted by the Board.

Board Evaluation

In accordance with the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the annual evaluation of the performance of
the Board, and individual Directors, including the Chairman, was
duly conducted. The evaluation was based on various qualitative
and quantitative factors such as strategic insight, subject matter
expertise, decision-making capabilities, and overall contribution to
Board deliberations. As part of this process, a separate meeting of
the Independent Directors was held on January 21, 2025, at the
Company's Chennai Unit. The Independent Directors assessed
the performance of the Board as a whole, and individual Directors.
The Independent Directors also undertook a visit to the Chennai
Unit to review the recent expansion activities. They assessed the
effectiveness of the information flow between the Management
and the Board. The Independent Directors expressed their
satisfaction with the quality, quantity, and timeliness of information
provided by the Management, which they recognized as critical for
effective and well-informed decision-making.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy
in accordance with the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Policy lays down the criteria for
appointment and remuneration of Directors, Key Managerial
Personnel (KMP), and Senior Management.

The objective of the Policy is to ensure that individuals appointed
to leadership roles are selected through a merit-based, fair, and
objective process. It also defines the criteria for determining
compensation, aligning it with the responsibilities and performance
expectations associated with each role.

For the purpose of this Policy, employees holding the position of
President (Level "O”), along with the Chief Financial Officer and
Company Secretary, are categorized as Senior Management
Personnel. It is further confirmed that none of the Directors or
Senior Management Personnel receive any remuneration or
commission from any of the Company's subsidiaries.

The Nomination and Remuneration Policy is available on the
website of the Company at www.jaispring.com.

Particulars of Remuneration

The information as required in accordance with Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given in Annexure-4 forming part of this report.

As per the provisions of Section 136(1) of the Companies Act,
2013 the Annual Report and the Accounts are being sent to all
the members of the Company, excluding the information required
under Section 197(12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Any member interested in
obtaining such information may write to the Company Secretary
at the Registered Office. The said information is also available for
inspection at the Registered Office during working hours up to the
date of the ensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013
the Board of Directors, to the best of their knowledge and
ability, confirm that:

a) In preparation of the annual accounts for the financial year
ended on March 31, 2025, the applicable accounting
standards have been followed along with proper explanation
relating to material departures.

b) the directors had selected such accounting policies and
applied them consistently and made judgments 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 and loss of the company
for that period.

c) The directors had taken proper and sufficient care 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.

d) The directors had prepared the annual accounts on a
going concern basis.

e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and operating effectively.

f) The directors had devised proper systems to ensure
compliance of the provisions of all applicable laws and that
such systems were adequate and operating effectively.

Statutory Auditors and Reports

M/s Price Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/N500016), were appointed as the
Statutory Auditors of the Company by the members for a term of
five consecutive years, to hold office until the conclusion of the
62nd Annual General Meeting of the Company.

M/s. Price Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/N500016) also serve as the Statutory
Auditors for all three subsidiaries of the Company, thereby ensuring
a uniform and integrated audit approach across the Group.

Secretarial Audit and Reports

M/s RSM & Co., Company Secretaries, were appointed as
Secretarial Auditors to conduct the Secretarial Audit of the
Company in accordance with the provisions of Section 204 of the
Companies Act, 2013. The Secretarial Audit of the Company for
the FY2024-25 was duly carried out by M/s RSM & Co., Practicing
Company Secretaries. The Secretarial Audit Report of the
Company forms part of this report and is annexed as Annexure-5.

On recommendation of the Audit Committee, the Board of Directors
has re-appointed M/s RSM & Co., Company Secretaries, as the
Secretarial Auditors for a term of five years. Their re-appointment
is recommended for approval of the shareholders at the ensuing
59th Annual General Meeting.

Cost Auditor and Reports

M/s Jangira & Associates, Cost Accountants, were appointed as
the Cost Auditors of the Company to carry out the Cost Audit for
the FY 2024-25, in accordance with the provisions of Section 148
of the Companies Act, 2013. The Company has duly maintained
cost records as prescribed under Section 148(1) of the Act. The
Cost Audit Report for FY 2024-25 will be filed with the Central
Government within the stipulated timeline.

On recommendation of the Audit Committee, the Board of Directors
has re-appointed M/s Jangira & Associates, Cost Accountants,
as the Cost Auditors of the Company for the FY 2025-26. The
remuneration payable to the Cost Auditors is recommended
for approval of the shareholders at the ensuing 59th Annual
General Meeting.

Internal Financial Control

The Company recognizes the importance of a strong internal
control system for good governance, ensuring regulatory
compliance, fostering transparency, safeguarding assets and
improving the accuracy of financial reporting. To support these
goals, the Company has implemented internal control system
across all levels of the organization, aligning with our commitment
to effective governance and enterprise risk management.

We have implemented additional controls within our RAMCO
ERP system to improve the accuracy and efficiency of internal
control systems. This is an ongoing initiative, and we will continue
to implement additional controls in ERP as necessary to adapt to
evolving business needs.

We have also created internal audit department with objectives
of implementation of the Two-Eye Principle, encouraging
accountability among users, improvement of internal processes

essential for Company's future development and effective
conduct of internal audit. Internal audits are conducted by M/s.
Protiviti Global Business Consulting, who independently evaluate
the effectiveness of internal controls and risk management
processes. Their audit findings are regularly reviewed, and
action plans for identified issues are developed and monitored.
A consolidated summary of audit observations and follow¬
up measures is submitted to the Audit Committee for their
assessment and direction.

Last year, our company encountered a ransomware incident that
temporarily disrupted our IT systems, including specific accounting
software platforms. We are pleased to report that we have fully
recovered from the incident, and no price-sensitive information
or critical data was deleted or compromised as a result. In order
to enhance our cybersecurity framework, we have appointed PKF
Algosmic as our Cyber Controls Implementation Partner. They are
now working with us to elevate our IT defenses and ensure our
systems remain robust and secure.

Credit Rating

Two credit rating agencies, ICRA Limited and CARE Ratings
Limited, have assigned credit ratings to the Company as follows:

The credit ratings reaffirm the Company's strong credit
profile and reflect its adequate financial liquidity to meet its
business requirements.

Business Responsibility and Sustainability Report

The Company is committed to sustainability and responsible
corporate practices. In alignment with its commitment, the CSR
Committee has been reconstituted and renamed as the CSR
& ESG Committee, with an expanded mandate to oversee and
guide the Company's Environmental, Social, and Governance
(ESG) strategies, objectives, and related policies. The CSR & ESG
Committee has finalized the ESG policies, organizational structure,
and ESG- KPIs. The Company has engaged the ACMA Mobility

Foundation (ACMA) for guiding in effective implementation of ESG
initiatives. The Company's ESG policies are available on its website
at www.iaispring.com.

Business Responsibility and Sustainability Report in terms of
the provisions of Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms an integral part
of this report and annexed as Annexure-6.

Management Discussion & Analysis

The Management Discussion and Analysis Report for the financial
year ended March 31, 2025 as required under Regulation 34 of
the SEBI Listing Regulations, is provided in a separate section and
forms an integral part of this Annual Report.

Corporate Governance

The Company is committed to maintaining the highest standards of
corporate governance and has implemented policies, procedures,
and practices that ensure transparency, accountability, and
integrity in all its operations.

The Board of Directors provides strategic guidance and monitors
the performance of the Company, while upholding the core
principles of corporate governance. The Board has constituted
Audit Committee, Nomination and Remuneration Committee, Risk
Management Committee, CSR & ESG Committee and Stakeholders
Relationship Committee, in terms of regulatory requirements of
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Company has adopted a Code of Conduct and Ethics, a
Code for Insider Trading and Fair Disclosure, a Policy on Related
Party Transactions, and a Nomination and Remuneration Policy
for its Board members and senior management personnel, in line
with the regulatory requirements of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, along with other applicable policies.

During the year under review, the Company has complied with
all the mandatory requirements of corporate governance as
prescribed under applicable laws. Corporate Governance Report
forms part of this report and annexed as Annexure-7. The Auditor's
certificate on Corporate Governance Report of the Company does
not contain any qualification or remark.

Annual Return

In accordance with Section 134(3) (a) and Section 92(3) of the
Companies Act, 2013 the Annual Return of the Company is
available on the website of the Company at https://www.iaispring.
com/annual-return.aspx.

Transfer to Investor Education and Protection Fund
(IEPF)

Pursuant to the provisions of Section 124 of the Companies
Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
the Company has transferred the unclaimed dividend amounts
and corresponding equity shares to the Investor Education and
Protection Fund (IEPF) during the year under review as following:

Member can claim the said dividend or equity shares by filing the
necessary forms with the IEPF Authority.

Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies
Act, 2013, the Board has constituted a CSR & ESG Committee to
oversee, guide, and monitor the CSR initiatives and Environmental,
Social, and Governance (ESG) efforts of the Company. The
Committee ensures that the CSR activities are implemented in
a strategic, impactful, and compliant manner. The Company's
Corporate Social Responsibility Policy is available on its website at
www.iaispring.com.

Report on CSR activities undertaken by the Company during the
FY 2024-25, including the details of projects implemented, the
amount allocated and spent on such projects, a brief overview
of the Company's CSR Policy, and the composition of the CSR
Committee, is provided in Annexure-8. It also underscores
Company's commitment to fostering sustainable and inclusive
growth through its CSR initiatives and forms an integral part of the
Board's Report.

Energy Conservation, Technology Absorption &
Foreign Exchange

The details of conservation of energy, technology absorption, and
foreign exchange earnings and outgo, required under Section
134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, are provided in Annexure - 9
and form part of this report.

Risk Management Policy

The Company's overall strategy is to ensure sustainable growth
and stability in a changing business environment. In line with this
approach, the primary objective of Company's long-term strategic
vision is to minimize the business's exposure to various types of
risks, including market, operational, and emerging risks.

The Company has adopted a comprehensive Risk Management
Policy that outlines a structured approach to identifying,
assessing, and mitigating internal and external risks that may affect
Company's business operations. The policy is available on the
Company's website at www.jaispring.com. The implementation of
the Risk Management Policy is monitored by the Risk Management
Committee, which also addresses risks associated with
Company's operations. The Committee evaluates the Company's
risk exposure and provides timely recommendations to reduce the
impact of such risks on its operations.

Vigil Mechanism / Whistle Blower

The Company has Whistleblower mechanism which provides an
avenue to both internal & external stakeholders to report genuine
concerns. These may include unethical behavior, suspected or
actual fraud, leakage of unpublished price-sensitive information,
legal non-compliance, or violations of the Company's Code of
Conduct & Ethics and policies. All complaints are handled with
the highest level of confidentiality. The Company is committed to
ensuring that whistleblowers do not face any form of unfair treatment,
retaliation, or victimization as a result of reporting concerns in good
faith. The identity of the whistleblower is protected to the fullest
extent possible.

Whistle-Blower Mechanism is available on the website of the
Company at www.iaispring.com. During the FY2024-25, the
Company received two complaints under vigil mechanism.

IPR

The Company is the owner of two patents i.e. Air Suspension
Systems and Air Suspension Systems for Trailers and hold
copyrights in more than 140 designs of its Products. During the
year under review Company got registration of its Trademark 'JAI'
in Thailand and now Company's Trademark is registered in 16
countries globally. Company's application for getting Well Known
status of its Trademark is pending at approval stage.

Disclosure under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company is committed to providing a safe, secure, and respectful
work environment for all its employees. In line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013, the Company has constituted
Sexual Harassment Complaints Committee and has in place a policy
for the prevention of sexual harassment at the workplace. This policy
is available on the Company's website at www.iaispring.com.

During the year under review, no complaints of sexual harassment
were received by the Complaints Committee.

Other Statutory Disclosures

a) The Company has complied with all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

b) There were no changes in the Key Managerial Personnel of
the Company during the year under review.

c) As on the date of this report, there are no applications
pending against the Company under the Insolvency and
Bankruptcy Code, 2016. Further, the Company has not filed
any application under the Insolvency and Bankruptcy Code.

d) No significant or material orders have been passed by any
Regulators, Courts, or Tribunals which may impact the going
concern status of the Company or its future operations.

e) The Company has not accepted any public deposits within
the meaning of the Companies (Acceptance of Deposits)
Rules, 2014. Accordingly, no amount relating to principal or
interest on public deposits was outstanding as on the date of
the Balance Sheet.

f) The disclosure requirement pertaining to the difference in
valuation at the time of one-time settlement and the valuation
while availing loans from banks or financial institutions is not
applicable to the Company.

Appreciation

The Board of Directors extends its heartfelt thanks and deep
appreciation to all employees for their hard work, unity, cooperation,
and unwavering dedication throughout the past year. The Board
also expresses its sincere gratitude to customers, shareholders,
suppliers, bankers, business partners, regulators, and government
agencies for their continued trust and support.

For and on behalf of the Board of Directors

Place: New Delhi Randeep Singh Jauhar

Date: 30 May, 2025 Chairman and Executive Director