South West Pinnacle Exploration Ltd

To,

The Members

South West Pinnacle Exploration Limited

Your Director's are pleased to present the 18 Annual report on the business and operations together with the Company's audited financial statements and the auditors' report thereon for the financial year ended March 31, 2024.

FINANCIAL RESULTS:

DIVIDEND

The Directors are pleased to recommend dividend of Rs.0.50 per Equity Share of face value of Rs. 10/- each, fully paid-up to non-promoter's shareholders of the Company for FY 2023-24. This is in addition to the interim dividend of Rs.0.25 per share paid to non-promoter shareholders during the month of February 2024. Total dividend pay out to non-promoter shareholders works out to Rs. 0.75 per share.

A. Drilling, Exploration and Other Activities

During the year under review, the Company has earned total revenue of Rs. 13,575.12 Lacs as against Rs. 12,809.25 Lacs during the previous year with an increase of 5.98%. The year under review resulted in Net Pro t after Tax of Rs. 707.68 Lacs as compared to Net Pro t after Tax of Rs. 832.17 Lakh during the previous year.

On a consolidated basis, revenue for FY 2023-24 stood at Rs. 13,584.61 Lacs as against Rs. 12,845.05 Lacs during the previous year with an increase of 5.76 % and Net Pro t after Tax of Rs. 826.93 Lacs as compared to Net Pro t after Tax of Rs. 897.02 Lacs during the previous year. The decline in profits during the year is mainly attributed to increase in input cost besides reduced revenue than envisaged in some projects. In the preparation of Financial Statements, no treatment different from what is prescribed in the relevant Accounting Standards has been followed.

With the robust order book of over ~Rs. 221 crores and with participation in new tenders recently, the Company is con dent of achieving the revenue growth ranging from 15% to 20% with corresponding increase in pro ts.

B. Progress in development of Coal Block contract value is USD 125 Million (approx. INR 1050 Crores) through its joint venture company namely Alara Resources LLC. The work as per contract is going on. As reported earlier, the entire mining activities as per contract have been outsourced to a locally renowned mining service provider keeping reasonable margin.

D. Company's Affairs

South West Pinnacle Exploration Limited (SWPEL or the Company) is an Integrated Service Provider, providing end-to-end drilling & exploration of natural resources (Coal, Ferrous, Non-Ferrous & Atomic Minerals and Conventional & non-conventional Oil & Gas). Apart from that, the Company has been awarded a coal block in the state of Jharkhand, as detailed in para B above.

Besides, the Company is carrying out exploration and drilling & mining services in Oman through a joint venture, namely, Alara Resources LLC.

The Company has successfully Completed 140+ projects over last 17 years, both Government & Private Organizations and also 12 projects are running across India. The Company owns best in class 35 infrastructure state-of-the-art Top drive Hydro static Drillings Rigs with capability to drill up to depth of 2,500 meters in all domains, three 2D/3D Digital Seismic Recording systems with 8,500 channels to conduct Land Seismic surveys for Coal, Oil & Gas.

The Company also owns three latest generation Geophysical logging units, DGPS & total stations for land survey and software for processing & interpreting Geological & geophysical data. The Experienced & dedicated team of professionals to drive key areas of business & dynamic workforce for efficient deliveries & execution. SWPEL has completed approximately 2.6 million meters of drilling, 5.5 Lakh meters of Geophysical Logging, 515 sq.km. of 3D Seismic surveys, 411 LKM of 2D seismic Survey for exploration of Coal, Mineral, Oil and Gas.

Upon successful implementation of future projects and on the strength of existing product portfolio coupled with operational ef ciency, the management expects a robust growth and enhanced market share in times ahead.

SWPEL had received Certificate of Accreditation from National Accreditation Board for Education and Training (NABET), Quality Council of India for Preparation of Comprehensive Geological Report (APA). It is a very prestigious accreditation giving the Company an edge over competitors in this domain.

SWPEL has recently got a Letter of Award from M/s Central Ground Water Board (CGWB), Ministry of Jal Shakti, Department of Water Resources, River Development and Ganga Rejuvenation, Faridabad for Construction of Piezometers in soft rock/hard rock and supply, installation and commissioning of DWLRs and telemetry, data acquisition etc. in the state of Gujrat and Maharashtra. Recent order wins also include orders from Vedanta Accor, JK Cement Ltd. and Hindalco Industries Ltd for imparting exploration drilling and other related services.

Capabilities and Full- edgedExplorationService Mining Company with Niche

O The only full- edged exploration service company in India having expertise, manpower, resources & equipment providing end-to-end solution of drilling, exploration & allied services for Coal, Minerals and Oil and Gas sector.

O Presence across multiple domains covering almost entire spectrum of Drilling/Exploration of all natural resources.

- Expect core exploration service business to grow at 15%-20 % per annum over near to medium Term.

- Strive to be preferred choice of exploration service provider for clients.

- Have capability of maneuvering our bouquet of exploration services across minerals according to market needs.

- Successfully delivered more than 140+ Projects over a period of over seventeen years.

- The Company has multi-purpose rigs, which can be used for exploration across various applications & domains for different types of minerals having robust asset utilization irrespective of industry cycle.

- During the course of its one and half decades of Journey, the Company has served very reputed clients in the country. In public sector, it has served ONGC, Oil India, CMPDI (wholly owned subsidiary of Coal India), Orissa Mineral Corporation, Geological Survey of India, MECL Ltd., NMDC, SAIL, Hindustan Copper, Odisha Coal and power Ltd., AMD Corporation etc. in public sector. In private sector our clients include, Reliance Industries Limited, Hindalco Industries Ltd., Hindustan Zinc Limited, JSW Steel, Arcel0r Mittal, Ultra tech Cement Group, Vedanta, Sesa Goa etc. to name a few.

- Repeat orders from many of the clients is testimony of their satisfaction and continuance of their support.

- Sound nancials and impeccable track record has strengthened our credentials and hence we qualify to participate in most of the tenders in drilling and exploration space.

- This gives us an edge to serve well-known companies / corporations who are now our regular clients.

- Owns 36 state-of-the-art Top drive Hydro static Drillings Rigs with capability to drill up to depth of 2,500 meters in all domains. Owns three 2D/3D Digital Seismic Recording systems with 8,500 channels to conduct Land Seismic surveys for Coal, Oil & Gas.

- Owns three latest generation Geophysical logging units, DGPS & total stations for land survey and software for processing & interpreting Geological & geophysical data.

- Diligently managing the Company?s affairs since last over 17 Years demonstrating growth, both in top and bottom lines throughout barring exception of Covid period.

- Strong manpower of over 600 with experienced management team is our major pillar of strength.

- The capability of trained manpower gives us an edge for timely completion of Projects.

- The Companies? robust order book of over Rs. 221 Crores ensures achieving desired growth in revenue and pro tability over near to medium term.

- The Company has regularly served its? Members by paying dividends to non-promoter shareholders since its? listing on NSE main board.

- During FY 2023-24, the Company has also paid interim dividend too to its? non-promoter shareholders.

- The Coal block has geological Reserve of 84 Million Tons. Since the coal block is partially explored minable reserves shall be known only after further exploration for which after doing DGPS survey , we have applied for

PL cum ML and waiting for clearance from the State Government. Once the licence in place we shall commence exploration for GR and Mining Plan preparation etc.etc.

- With strong balance Sheet, the Company is entering into mining business as next phase of expansion that is expected to give quantum jump in top and bottom line.

HUMAN CAPITAL

Employees' well-being is paramount to the Company's commitment for sustainable growth and organizational effectiveness. Various initiatives were introduced by the Company during the year under review with the aim of promoting & enhancing the growth of its' employees. Your Company believes that human capital is the key to the success of any organization and hence endeavors to create a culture of openness and empowerment amongst its' employees.

Your company also has a well experienced team of dedicated professionals to look after the key areas of business namely Business Development and Marketing, Finance, Accounts and Taxation, Human Capital and Administration, Operations, Logistics, HSE (Health Safety and Environment), Information Technology and Secretarial & Legal. All business/Division heads are ably supported by young, energetic and dedicated strong force of over 600 employees with pre-de ned roles and responsibilities.

The holistic wellbeing of employees has always been a priority for SWPEL. The Company aims to promote a culture of collaboration by nurturing and inspiring workforce through active engagement and work towards building organizational capabilities by creating a proactive, open and growth-oriented cultural within a safe working environment.

TRANSFER TO RESERVES

The Company has transferred Rs.

705.51 Lacs to the general reserves during the Financial Year ended on 31 March, 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2024 AND THE DATE OF REPORT

Except as disclosed elsewhere in this Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the closing of the financial year of the Company i.e. on 31 March, 2024 till the date of this report.

As required under Section 134(3) of the Act, the Board of Directors informs the Members that during the financial year under review, there have been no material changes, except as disclosed elsewhere in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Act and Regulation 34(2) of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, associate companies and joint ventures of the Company, forms part of this Integrated Annual Report. The Consolidated Financial Statements have been prepared as per the applicable Indian Accounting Standards issued by The Institute of Chartered Accountants of India ('ICAI').

Subsidiary Companies

- Pilot Pipelines Private Limited (Formerly known as Pilot Infrastructure Pvt. Ltd), having CINU11100DL2013PTC260028 and registered office at 1 Floor 14, Rani Jhansi Road New Delhi 110055, is a wholly owned subsidiary of the Company. The main business of the Company is to provide services for Infrastructure development and other related services.

- M/s South West Oil Field Services Private Limited (CIN: U14290HR2020PTC091579), having registered of ce at 522, Galleria Tower Sushant Lok-1 Gurugram, HR - 122001 and which was originally incorporated as wholly owned subsidiary of M/s South West Pinnacle Exploration Limited on 14th December 2020, later became the joint venture company vide JV Agreement dated 13th May 2021 by transferring it's 26% shares to JV partner. Presently, South West Pinnacle Exploration Limited (SWPEL) holds 74% in South West Oil Field Services Private Limited and is a holding company.

Joint Ventures

- Alara Resources LLC in Muscat, Oman is an overseas joint venture in which M/s South West Pinnacle Exploration Limited holds 35% Share (52,500 Equity shares).

- The Company has formed a new Joint Venture in FY 2022-23 named as M/s South West Samit JV with Samit Spectrum Pvt Ltd and holds 80% share for the work awarded from Cental Mine Planning & Design Institute Limited CMPDI (A Mini Ratna Company).

Associate Company

There was no associate company at any time during the financial year 2023-24.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing brief financial details of the Company's subsidiaries, associate companies and joint ventures for the financial year ended March 31, 2024 in Form AOC-1 is annexed to the financial statements of the Company as Annexure-I and also available on company's website at www.southwestpinnacle.com.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during FY 2023-24.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There is no inter se relationship between Directors of the Company except between Mr. Vikas Jain, Chairman & Managing Director, who is elder brother of Mr. Piyush Jain, Joint Managing Director of the company.

SHARE CAPITAL

During the year FY 2023-24 under review, there is no change in the Authorised, Subscribed and Paid-up share capital of the Company. The present share capital of the Company are as follows: -

Authorised Capital-

The authorised share capital of the Company is Rs. 40,00,00,000 (Rupees Forty Crores only) divided into 4,00,00,000 (Four Crores Only) equity shares of Rs. 10/- (Rupees Ten) each.

Issued & Paid up Share Capital-

The paid- up share capital of the Company is Rs. 27,90,24,000/- (Twenty-Seven Crore Ninety Lacs and Twenty-Four Thousand Only) divided into 2,79,02,400 (Two Crore Seventy-Nine Lac Two Thousand and Four Hundred Only) Equity shares of Rs. 10/- (Rupees Ten) each.

PUBLIC DEPOSITS

The Company has not accepted any public deposit during the year under review falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

As required under Section 134 (3) (g) of the Companies Act, 2013, the details of particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made thereunder, are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has put internal control system in place commensurate with its' size, scale and complexity of its operations. The Audit Committee is comprised of professionally qualified Directors, who interact with the statutory auditors on regular basis, internal auditors and management in dealing with matters within its terms of reference. Your Company has a proper and adequate system of internal control and ensures that each transaction is authorized, recorded and reported correctly and assets are safeguarded and protected against loss from any unauthorized use or disposition. The documented policies, guidelines and procedures are in place for effective management of internal financial controls to maintain its' objectivity and independence. The Internal auditor monitors and evaluates the ef cacy and adequacy of the internal control system in the Company, it's compliance with operating systems, accounting procedures and policies at all locations of the Company.

(i) Statutory Auditor

Pursuant to the provisions of section 139 of the

Companies Act 2013 and the rules framed there under, the Company had at its AGM held on 14 September, 2019, appointed M/s Doogar & Associates, Chartered Accountants (Firm registration No. 000561N) as the statutory auditor of the Company for a term of 5 (Five) consecutive years from the conclusion of the 13 annual general meeting upto the of conclusion of 18 annual general meeting of the Company and the current term of the said Auditor will conclude on conclusion of this AGM. Hence, the Company has proposed the reappointment of M/s Doogar & Associates, Chartered Accountants (Firm registration No. 000561N) for another period of 5 (Five) years starting from the conclusion of this AGM till the conclusion of 23 AGM of the company. The resolution for the same is annexed to the Notice of 18 AGM.

There were no quali cations, reservation or adverse remark or disclaimer as reported by the statutory auditor of the

(ii) Secretarial Auditor

In compliance with section 204 of the Companies Act 2013, the Board of Directors had appointed M/s KKS & Associates, Company Secretaries (Prop. Mr. Krishna Kumar Singh, FCS No. 8493), Practicing Company Secretary as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2023-24. The Secretarial

Auditor's Report in the prescribed format for the period ended March 31, 2024 is annexed to this Report as Annexure-VI and forms part of the Board's Report. The secretarial audit report does not contain any quali cation, reservation, adverse remark or disclaimer.

Further, Pursuant to regulation 24(A) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 read with SEBI circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company is required to submit Annual Secretarial Compliance Report for the Year ended March 31, 2024. In compliance of above said provisions, the Company obtained Annual Secretarial Compliance Report dated May 24, 2024 for FY 2023-24 from M/s KKS & Associates, Company Secretaries and submitted the same to stock exchange within prescribed time.

(iii) Internal Auditors

The internal auditor performs an independent check of effectiveness of key controls in identified areas of internal financial control reporting. Mr. Pradeep Kumar Goyal, a Chartered Accountant and Internal Auditor of the Company, performed his duties of internal auditor and conducted Audit of the Company during FY 2023-24. Since Mr. Pradeep Kumar Goyal had tendered his resignation from the post of internal auditor due to some personal reason, the Board of Directors of the Company in its meeting held on May 29, 2024, has appointed Mr. Sidharth Kumar, Manager (Audit and Accounts) as the internal auditor of the Company for the FY 2024-25.

QUALIFICATIONS IN AUDIT REPORTS

There is no quali cation, disclaimer, reservation, adverse remarks or disclaimer made either by the statutory auditor or Internal Auditor and the Secretarial Auditor in their reports for the FY 2023-24.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Institute of Company Secretaries of India ('ICSI') vide noti cation issued on October 1, 2017, has mandated compliance with the Secretarial Standards on board meetings and general meetings. The Company has duly complied with applicable secretarial standards read together with circulars issued by Ministry of Corporate Affairs for the Board Meetings and General Meetings conducted by company during the FY 2023-24.

EXTRACT OF THE ANNUAL RETURN

In view of the amendments to Section 92 and Section 134 of the Companies Act, 2013, an extract of Annual Return in the prescribed Form MGT-9 is not required to be published if the Annual Return of the Company is placed on its website. The Company has placed the Annual Return of the Company on its website at www.southwestpinnacle.com and accordingly the extract is not published in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished.

Since the Company is not engaged in manufacturing, the particulars in respect of conservation of energy, Research and development, Technology Absorption are not required to be given.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ('CSR') Committee has been constituted pursuant to Section 135 of the Companies Act, 2013. Detailed information about composition of the Committee, details of meetings held, attendance etc. along with the details of the Corporate Social Responsibility Policy developed and implemented by the Company and CSR initiatives taken during the year under review pursuant to Section 135 of the Act, is given in the Annual Report on CSR activities, which is annexed to this Report. More details on CSR activities undertaken by the Company are provided under the Social and Relationship Capital and forms part of this Integrated Annual Report.

Our emphasis on resource conservation in areas of energy, water and waste management has been strong and our investments in green building and technology leverage for ecology have been fruitful. The Company's CSR efforts continue to create sustainable impacts on the communities. The Company as its green initiative, sends annual Reports by email every year to those shareholders who have registered their email IDs with the Company / Depository Participant / Registrar and Share Transfer Agent.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations, the separate section on Management Discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company, forms part of this Integrated Annual Report.

REPORT AND CERTIFICATE

The Corporate Governance Report including the General Shareholder

Information, as prescribed under Schedule V to the SEBI Listing Regulations, duly approved by the Board of Directors together with the certificate from the Secretarial Auditor (Practicing Company Secretaries) confirming the compliance with the requirements of the SEBI Listing Regulations also forms part of this Integrated Annual Report.

KEY MANAGERIAL PERSONAL (KMP)

Mr. Vikas Jain Chairman & Managing Director, Mr. Piyush Jain, Joint Managing Director, Mr. Dinesh Agarwal, Chief Financial Of cer and Ms. Vaishali, Company Secretary and Compliance Of cer are the Key Managerial Personals as per the provision of Section 2(51) & 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INDEPENDENT DIRECTORS

Mrs. Meenakshi Anand, Mrs. Shivi Sabharwal and Mr. Hari Narain Singh Rajpoot are the present independent directors of the company.

The Board of Directors of the Company hereby con rms that all the Independent Directors duly appointed by the Company have given the declaration of independence as required pursuant to Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations stating that they meet the criteria of Independence as provided under Section 149(6) of the Act.

CHANGE IN BOARD OF DIRECTORS

The changes in board composition of the Company during the FY 2023-24 are detailed hereunder: -

- Appointment of Mrs. Meenakshi Anand (DIN: 01937203) as an independent director of the Company w.e.f.

August 14, 2023.

- Appointment of Mrs. Shivi Sabharwal (DIN:08792827) as an independent director of the Company w.e.f. August 14, 2023.

- The two consecutive terms of Mrs. Sudha Maheshwari (DIN: 06784093) as an Independent Director of the Company has completed on October 30, 2023.

- The two consecutive terms of Mr. Jitendra Kumar Mishra (DIN: 07983426) as an Independent Director of the Company has completed on November 07, 2023.

- The tenure of Mr. Rajendra Prasad Ritolia (DIN: 00119488), Independent Director of the Company has completed on March 31, 2024.

Additionally, the following directors have been appointed post closure of FY 2023-24 and the same are subject to the approval by the Members in this Annual General Meeting:

- Appointment of Mr. Rajendra Prasad Ritolia (DIN: 00119488) as a Non-Executive Director of the Company

w.e.f August 12, 2024.

- Appointment of Mr. Hari Narain Singh Rajpoot (DIN: 00080836) as an Independent Director of the Company for a period of three years w.e.f. June 30, 2024.

Further, cessation of Mr. Roger James Lord, Non-Executive Director of the Company w.e.f. August 11, 2024 due to sudden demise.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of your Company met 8 (Eight) times during FY 2023-24, on April 24, 2023; May 28, 2023; July 6, 2023; August 14, 2023; November 03, 2023; January 25, 2024; February 14, 2024 and March 15, 2024. The necessary quorum was present in all the meetings.

The Company holds the board meeting in compliance with law and the gap between two meetings did not exceed one hundred and twenty days during FY 2023-24. The detailed agenda and notes thereon are sent to all the directors seven days in advance of the date of Board Meeting. The Managing Director appraised the Board of Directors of the overall performance of the Company at every Board Meeting. The Board of Directors reviews the performance of the Company and sets the strategy for future. The Board of Directors takes on record the actions taken by the Company on all its decisions periodically.

DECLARATION GIVEN BY AN INDEPENDENT DIRECTOR(S) UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

Pursuant to the provision of Section 149(7) of the Act read with Regulation 25(8) of the Listing Regulation, the Company has received a declaration from each of the Independent Director that they meet the criteria of independence as provided under section 149(6) of the Act & SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

All the Independent Directors of the Company have complied with the requirement pertaining to the inclusion of their names in the data bank of independent directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of pro ciency self-assessment test.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly quali ed, recognised and is doyen of the industry. There is an optimum mix of expertise (including financial expertise), leadership and professionalism.

MEETING OF INDEPENDENT DIRECTORS

During the financial year 2023-24, the meeting of Independent Director was held on February 14, 2024 to review the performance of Non-Independent Directors of the Company.

The gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing and Disclosure Obligations Requirement) Regulations 2015.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board of Directors after seeking inputs from the Committee members based on criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of

India on January 5, 2017 and amended as on date.

The Remuneration Policy of the Company for Directors, KMP and Senior Management Employees are also available at the website of the company i.e. www.southwestpinnacle.com.

BOARD COMMITTEES

As required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed all the statutory committees namely, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders' Relationship

Committee. Detailed information about these Committees and relevant information for the year under review are given in the Corporate Governance Report.

There have been no instances where the Board did not accept the recommendations of its committees including the Audit Committee.

Presently, the Board has Four (4) Committees i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee & Corporate Social Responsibility Committee,

AUDIT COMMITTEE

The composition, role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the details of which are given in the Corporate Governance Report. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

COMMITTEE NOMINATION & REMUNERATION

The composition, role, terms of reference, authority and powers of the Nomination & Remuneration Committee are in conformity with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the details of which are given in the Corporate Governance Report.

The Company's remuneration Policy is market-driven and aims at attracting and retaining high performance talent. The remuneration / compensation / commission etc., to the Executive Directors are determined by the nomination and Remuneration committee and recommended to the Board of Directors for its approval. The above remuneration / compensation / commission etc., shall be subject to the approval of the shareholders of the Company, wherever required.

DISCLOSURE OF NOMINATION AND REMUNERATION POLICY

The Remuneration Policy for Directors, KMP and Senior Management Employee, approved by the Board of Directors on recommendation of Nomination and Remuneration Committee, is also available at the website www.southwestpinnacle.com of the Company.

STAKEHOLDER RELATIONSHIP COMMITTEE

The composition, role, terms of reference, authority and powers of the Stakeholder Relationship Committee are in conformity with Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The details of the same are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Directors has formed a Corporate Social Responsibility ('CSR') Committee under the provisions of the Companies Act, 2013. Detailed information about composition of the Committee, details of meetings held, attendance etc. along with the details of the corporate Social Responsibility Policy developed and implemented by the Company and CSR initiatives taken during the year pursuant to Section 135 of the Companies Act, 2013 is given in the Annual Report on CSR activities as annexed to this Report.

The details on CSR activities undertaken by the Company forms part of this Integrated Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same is available on the website of the Company at www.southwestpinnacle.com. All Related Party Transactions are placed before the Audit Committee and also the Board of Directors / Members for their approval, wherever necessary. An omnibus approval from the Audit Committee is obtained for the related party transactions. The related party transactions including under sub section (1) of Section 188 of the Companies Act, 2013 entered during the financial year were on an arm's length basis and were in the ordinary course of business. The details of the same are annexed herewith as "Annexure-II" in the prescribed Form AOC-2 & also in the Standalone Financial Statements of the Company.

Further, there were no transactions which were material (considering the materiality thresholds prescribed under the Companies Act and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company in terms of regulation 23 of the Listing Regulations, submitted disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at www.southwestpinnacle.com

INTEGRATED REPORT

The Company has voluntarily provided the Integrated Report, which encompasses both financial and non- financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long term perspective. The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the ve forms of capital viz. financial capital, intellectual capital, human capital, social capital and natural capital.

RISK MANAGEMENT POLICY

Effective risk management is essential to success and is an integral part of our culture. While there is a need to be accept a level of risk in achieving our goals, the sound risk management helps the Company to make the most of each business

Approach to risk management assists the Company in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory.

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.

DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD

The Company is not required to maintain the cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the non-executive director's vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of directors along with their shareholding are disclosed in this report.

DIRECTORS AND EMPLOYEES

WHISTLE BLOWER

Your company has a Whistle Blower Policy and has established the necessary vigil mechanism in accordance with the act and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. The Company's vigil mechanism / Whistle blower Policy aims to provide the appropriate platform and protection for Whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including the Integrity code, code of conduct for Prevention of Insider trading, code of Fair Practices and Disclosure. VIGIL MECHANISM

In compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has established a vigil mechanism in form of whistle Blower Policy for the Directors and Employees of the Company through which genuine concerns regarding various issues can be communicated.

The Company had adopted a Code of conduct for Directors and Senior Management Executives ("the Code"), which lays down the principles and standards that should govern their actions. The Policy can be accessed at https://www.southwestpinnacle.com/

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit

Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

PARTICULARS EMPLOYEES PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 and amended in respect of Managerial Personnel, Directors and Employees of the Company as detailed below:-

Notes: -

* 1. The remuneration to Non-Executive Directors consists of Sitting Fees only.

2. It is hereby af rmed that the remuneration paid is as per the Nomination and Remuneration policy of the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code of Conduct to regulate, monitor and report Insider trading is uploaded on the Company's website: www.southwestpinnacle.com

COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company's equity shares continue to be listed on the National Stock Exchange of India (NSE) which has nationwide trading terminals and also the Company got listed itself on Bombay Stock Exchange (BSE) w.e.f October 05, 2023.

The Company has paid the Annual Listing Fees to NSE for the Financial Year 2023-2024 and also paid an Advance listing fees of three years at the time of listing to BSE. All compliances with respect to the SEBI (Listing Obligating and Disclosure Requirements) Regulations 2015 have been duly made by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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;

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The directors has prepared the annual accounts on a going concern basis;

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

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

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & disclosure Requirements) Regulations, 2015 relevant circular(s) issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) in this regard. The instruction(s) for "remote e-voting" and "e-voting" during the AGM for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

TRIBUNAL IMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and quasi-judicial bodies, impacting the going concern status and Company's operations in the future. There is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

Your Directors place on record their warm appreciation of the assistance and cooperation extended by various Government Departments, Authorities, and Business Partners etc. Your directors also place on record their deep appreciation of the support provided by the Bankers associated with the company.

Your company's employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your company's employees. Your support as shareholders is greatly valued by us. Your directors thank you and look forward to your continuance support.