Directors Report of South West Pinnacle Exploration Ltd.

Mar 31, 2024

Your Director''s are pleased to present the 18^th 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:				(Rs.in Lacs)
Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022- 23	FY 2023- 24	FY 2022- 23
Revenue from operations	13,333.00	12,395.97	13,342.49	12,426.27
Other Income	242.12	413.28	242.12	418.78
Total Revenue	13575.12	12,809.25	13,584.61	12,845.05
Expenses	10 876.48	10,398.19	10,881.79	10,408.17
Finance cost	848.82	589.54	848.82	589.54
Depreciation	877.56	716.34	877.66	716.36
Profit before Share of Profit/Loss of Joint V enture	972.26	1105.18	976.34	1,130.98
Share of Profit/Loss of Joint Venture	-	-	114.41	39.05
Profit before tax	972.26	1105.18	1,090.75	1,170.03
Current tax	234.41	274.21	234.38	274.21
Profit after current tax	737.85	830.97	856.37	895.82
Deferred tax	34.68	1.14	34.68	1.14
Tax adjustments of earlier year	(4.51)	(2.34)	(5.24)	(2.34)
Profit after tax	707.68	832.17	826.93	897.02
Other Comprehensive Income	4.23	16.58	4.23	16.58

Total Comprehensive Income for the year	711.91	848.75	831.16	913.60
Earning per Share
Basic	2.54	2.98	2.96	3.21
Diluted	2.54	2.98	2.96	3.21

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.

OPERATION HIGHLIGHTS

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 Profit after Tax of Rs. 707.68 Lacs as compared to Net Profit 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 Profit after Tax of Rs. 826.93 Lacs as compared to Net Profit 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 confident of achieving the revenue growth ranging from 15% to 20% with corresponding increase in profits.

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 & nonconventional 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 efficiency, 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.

SIGNIFICANT FEATURES

0 The only full-fledged 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.

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

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

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

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

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

4- Robust Asset Utilization

0 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.

4- Marquee Clients and Client Retention

0 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.

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

4- Qualification Credentials

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

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

4 Best in Class Equipments

0 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.

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

4 Impeccable Track record

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

4 Experienced Manpower & Management team

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

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

4 Robust Order Book

0 The Companiesâ robust order book of over Rs. 221 Crores ensures achieving desired growth in revenue and profitability over near to medium term.

4 Dividend paying Company since First Listing on NSE

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

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

4 Asset Under Control

0 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.

4 Next Level of Growth

0 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-defined 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'').

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES Subsidiary Companies

0 Pilot Pipelines Private Limited (Formerly known as Pilot Infrastructure Pvt. Ltd), having CIN U11100DL2013PTC260028 and registered office at 1^st 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.

0 M/s South West Oil Field Services Private Limited (CIN: U14290HR2020PTC091579), having registered office 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 13 th 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

0 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).

0 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 (âActâ), 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 atwww.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: -

4- 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.

4- 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 efficacy 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.

AUDITORS

(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^th 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^th 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 re

appointment 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^rd AGM of the company. The resolution for the same is annexed to the Notice of 18^th AGM.

There were no qualifications, 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 qualification, 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 qualification, 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 notification 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.

FOREIGN EXCHANGE EARNINGS/ OUTGOCORPORATE 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 rorms part or this Integrated Am Foreign Exchange Earnings and Outgoings SUSTAINABILITY AND GREEN INITIATIVES

ual Report.

31^st March, 2024

31^st March, 2023

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Rs. 73,508,822 PEL since inception. Triple

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^{nsible business}. ^{Your Com}ility, ecological steward ship

pany has in place a focused and ethical governance. Our

commitment to responsible business development is evident in our alignment with several global and national frameworks on sustainability.

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.

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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.

CORPORATE GOVERNANCE 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 Officer and Ms. Vaishali, Company Secretary and Compliance Officer 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 confirms 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: -

0 Appointment of Mrs. Meenakshi Anand (DIN: 01937203) as an independent director of the Company w.e.f. August 14, 2023.

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

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

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

0 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:

0 Appointment of Mr. Rajendra Prasad Ritolia (DIN: 00119488) as a Non-Executive Director of the Company w.e.f August 12, 2024.

0 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 proficiency 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 qualified, 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.

Companies run, auu icau wim oi .ni i i .1 si11iy wuiigauun ana n/iseiusuic ivcqiml:i i iciiij ivcguianuns auu nas ucen disclosed in the Corporate Governance Report, which forms part of the Annual Report.

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

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.

NOMMNTTEEN & 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

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 âsection (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 âAnnexure-IIâ 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 wwwsouthwestpinnacle.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 five 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.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND 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.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEESi- 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.

i- 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 (âthe Codeâ), 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:-

Sr. No.	Particulars	Details
	The ratio of the remuneration of each director to the median remuneration of the employees of the company for financial year	Mr. Vikas Jain 26:1 Mr. Piyush Jain 19:1 Mr. Roger James Lord- Not Applicable* Mr. Jitendra Kumar Mishra- Not Applicable* Mrs. Sudha Maheshwari- Not Applicable* Mr. Rajendra Prasad Ritolia -Not Applicable* Mrs. Shivi Sabharwal-Not Applicable* Mrs. Meenakshi Anand- Not Applicable*
	The percentage Increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	There had been increase of 16%, 18%, 10% and 10% in remuneration of MD, Joint MD, Chief Financial Officer (CFO) & Company Secretary (CS) respectively during the financial year.
(iii)	The percentage Increase in the median remuneration of employees in the financial year.	21.9%
(tv)	The number of permanent employees on the rolls of Company;	602 Employees as on March 31, 2024

(v)	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	The average percentage increase is 21.9% in the salaries of employees as against the percentile increase in the managerial remuneration is 15.12%.
(v)	Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the FY 2023-24 is as per the Remuneration Policy of the Company.

Notes: -

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

2. It is hereby affirmed 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.

DIRECTORSâ 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 â

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

Affairs (MCA) and Securities and Exchange Board of India (SEBI) in this regard. The instruction(s) for âremote e-votingâ and âe-votingâ during the AGM for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and quasijudicial 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.

Mar 31, 2023

The Director''s are pleased to present the 17^th 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 31,2023.

FINANCIAL RESULTS:				Amounts in Lacs
Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from operations	12,395.97	11,786.35	12,426.27	11,786.35
Other Income	413.28	278.58	418.78	278.54
Total Revenue	12,809.25	12,064.93	12,845.05	12,064.89
Expenses	10,398.19	9,216.14	10,408.17	9,300.10
Finance cost	589.54	480.62	589.54	493.37
Depreciation	716.34	726.25	716.36	747.48
Profit before Share of	1105.18	1,641.92	1,130. 98	1,52 3.94
Profit/Loss of Joint
Venture
Share of Profit/Loss of Joint Venture	-	-	39.05	(17.73)
Profit before tax	1105.18	1,641.92	1,170.03	1,506.21
Current tax	274.21	416.15	274.21	41 6.15
Profit after current tax	830.97	1,225.77	895.82	1,090.06
Deferred tax	1.14	14.54	1.14	2.94
Tax adjustments of earlier	(2.34)	(4.90)	(2.34)	(4.90)
year
Profit after tax	832.17	1,216.13	897.02	1,092.02
Other Comprehensive	16.58	20.25	16.58	20.25
Income			16.58	20.25
Total Comprehensive	848.75	1,236.38	913.60	1,112.27
Income for the year			913.60	1,112.27
Earning per Share	2.98	4.36
Earning per Share	2.98	4.36	3.21	3.91
Basic	2.98	4.36	3. 21	3.91
Diluted

DIVIDEND

In view of the profits for the year under review and keeping in of view future fund requirements of the company for its business operations, your Directors are pleased to recommend dividend of Rs. 0.50 per Equity Share of face value of Rs. 10/- each, fully paid-upto non-promoter''s shareholders of the company for the FY 2022-23.

OPERATION HIGHLIGHTS

A. Exploration, Infrastructure and Allied Services

During the year under review, the Company has earned total revenue of Rs. 12,809.25 Lacs as against Rs. 12,064.93 Lacs during the previous year with an increase of 6.16%. The year under review resulted in Net Profit after Tax of Rs. 832.17 Lacs as compared to Net Profit after Tax of Rs. 1216.13 Lakh during the previous year.

On consolidated basis, revenue for FY 2022-23 stood at is Rs. 12,845.05 Lacs as against Rs. 12,064.89 Lacs during previous year with an increase of 6.46% and Net Profit after Tax of Rs. 897.02 Lacs as compared to Net Profit after Tax of Rs. 1092.02 Lacs during the previous year. The decline in profits during the year

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 ~290 crores in addition to the ongoing tenders worth over 250 crores, we are confident of achieving the revenue growth ranging from 15% to 20% with corresponding increase in profits.

B. Progress in development of Coal Block

As you are aware the company has acquired a partially explored coal block in the state of Jharkhand by participating in forward auction carried out by Ministry of Coal and Mines, Government of India last year. The total area of the coal block is 266 Hectares having geological reserves of around 84 Million Tons. Mine development activities are presently underway. In this connection the company has applied for Prospecting cum Mining License (PL cum ML) and is expecting to get the same issued soon. Once PL cum ML is in place the mine development activities will get accelerated. We expect to start the coal production within next 24-30 months.

C. Operations in Oman

As informed last year we have been awarded a contract for Copper and Gold mining in Oman.The total contractvalue is of USD 125 Million (INR 1025 Crores) through our joint venture company namely Alara Resources LLC. The work has since been started during the year and is going on as scheduled.As reported last year, the entire mining activities as per contract have been outsourced to a locally renowned mining service provider keeping reasonable margin.

The company has also deployed two rigs there for imparting drilling and exploration work which is contributing to the top and bottom line of the company from this domain too.

COMPANYâS AFFAIRS

South West Pinnacle Exploration Limited (SWPEL) 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, the company has won a coal block in the state of Jharkhand having a geological reserve of over 84 million tons. It has signed a Coal Mine Development and Production Agreement with the Ministry of Coal(MOC), Government of India for the same. A vesting order has also been issued by MOC in this regard.

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

The Company has successfully completed more than 130 projects during 16 years'' of journey since inception for all leading Government & Private Organizations. SWPEL has completed approximately 2.3 million meters of drilling, 5.5 Lakh meters of Geophysical Logging, 511 sq.km. of 3D Seismic surveys, 411 LKM of 2D seismic Survey for exploration of Coal, Mineral, Oil and Gas. SWPE and its'' JV presently has various running projects under different verticals across India, Bangladesh and Middle East.

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

SWPEL has also 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.

SIGNIFICANT FEATURES

Full-fledged Exploration Service Company

â¢ SWPEL is a full-fledged exploration and drilling service provider company in India covering almost all the domains of exploration with desired technical expertise, manpower, equipment and other resources to provide end-to-end drilling and exploration and allied services.

â¢ It is expected that our core exploration service business shall continue to grow at ~15-20% per annum over near to medium term. We will continue to strive to remain preferred choice as exploration service contractors for our marquee clients.

Niche Capabilities

â¢ Utilize our capability of maneuvering our bouquet of exploration services across minerals, oil & gas, geothermal energy, 2D/3D seismic study & aquifer mapping according to market needs.

Robust Asset Utilization

of the industry cycle.

Next level of Growth

â¢ With strong balance sheet, Company is entering into commercial coal mining business as next phase of expansion that is expected to give over 2-3x growth in top line & significant improvement in margins.

â¢ Capex requirement for coal mining business would be spread over 5-7 years which shall mainly be financed by mix of debt, equity, off-take agreements,internal accruals etc. etc.

â¢ Company has multi-purpose rigs which can be used for exploration across various applications & domains for different types of minerals. Thus, we have robust asset utilization irrespective

â¢ We expect an exponential growth in top and bottom line both after operationalization of our coal block during the FY 2025-26. Once the coal block is operationalised our revenues and profits will surpass our drilling and Exploration business.

â¢ Since the entire Middle East Asia is trying hard to move away from oil centric economy, it is expected that our endeavor in Oman shall pay us rich dividends in the years to come.

HUMAN RESOURCE DEVELOPMENT

Human Resource strives the success and growth of any company. Your Company believes that human resources are the key resource and integral part the organization and endeavors to create a culture of openness and empowerment amongst its employees and provide them good carrier growth.

Your company 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 Resource 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-detined roles and responsibilities.

Your Company believes in trust, transparency& teamwork

to improve employees'' productivity at all levels and is committed to the welfare of the employees and their families by putting review and reward system in place. Our focus continues to be on strengthening Company''s processes and systems.

TRANSFER TO RESERVES

The Company has transferred Rs. 831.03 Lacs to the General reserves during the Financial Year ended on 31 March, 2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2023 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. 31 March, 2023 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, 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'').

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIESSubsidiary Companies

â¢ M/s Pilot Pipelines Private Limited (Formerly known as Pilot Infrastructure Pvt. Ltd)having CIN U11100DL2013PTC260028 and registered office at 1^st Floor 14, Rani Jhansi Road New Delhi 110055 is a wholly owned subsidiary of the company. The main business of the company is Infrastructure and other allied services.

â¢ M/s South West Oil Field Services Private Limited (CIN: U14290HR2020PTC091579) having registered office at 522,GalIeria Tower Sushant Lok-1 Gurugram HR 122001which 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 its 26% shares to JV partner. Presently M/s South West Pinnacle Exploration Limited (SWPE) holds 74% in South West Oil Field Services Private Limited and is a holding company.

Joint Ventures

â¢ 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).

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

Associate Company

There are no associate companies at any time during the financial year 2022-2023.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âActâ), a statement containing brief financial details of the Company''s subsidiaries, associate companies and joint ventures for the financial year ended March 31, 2023 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 2022-23 except one change i.e. we have started doing test marketing of coal during the year to understand the nuances of coal business in advance before start of our own coal production.

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 2022-23 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.

Paid Up & Issued 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

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

In terms of Section 134 (3) (g) towards inclusion of the details of particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made thereunder in this report, the same are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Our company has a strong Internal control System which commensurate with its'' size, scale and complexity of its operations. The audit committee comprises 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 controls 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 efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

Based on the report of Internal Auditor, respective process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and the necessary corrective actions are presented to the Audit Committee. In addition, the company

has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting at regular intervals, internal teams test identified key controls.

AUDITORS(i) Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act 2013 and the rules framed there under, the company at its AGM held on 14^th 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^th annual general meeting upto the of conclusion of 18^thannual general meeting of the company.

Further, in accordance with the Companies Amendment Act, 2017 enforced w.e.f 7 May, 2018 by the Ministry of Corporate Affairs, the appointment of statutory auditor is not required to be ratified at every Annual General Meeting. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

There were no qualifications, reservation or adverse remark or disclaimer as reported by the statutory auditor of the Company for FY 2022-23.

(ii) Secretarial Auditor

In compliance with section 204 of the Companies Act 2013, the Board of Directors has 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 2022-23. The Secretarial Auditor''s Report, in the prescribed format, for the period ended March 31, 2023 is annexed to this Directors'' Report as Annexure-V and forms part of the Board Report. The secretarial audit report does not contain any qualification, 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, 2023. In compliance of above said provisions, the company obtained Annual Secretarial Compliance Report for FY 2022-23 from M/s KKS & Associates, Company Secretaries dated 18.05.2023 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. Palav Jain, a Chartered Accountant and Internal Auditor of the Company performed his duties of internal auditor and conducted Audit of the Company during FY 2022-23. The Internal Audit report relating to Financial Year 2022-23 was reviewed by the audit committee and taken note by the board of Directors of the company.

Since, Mr. PalavJain had tendered his resignation, the board of Directors of the company in their meeting held on May 28, 2023 have appointed Mr. Pradeep Kumar Goyal, Chartered Accountant proprietor of M/s Pradeep Kumar Goyal & Associates (Firm No. 031270N) as the internal auditor of the company for the FY 2023-24.

QUALIFICATIONS IN AUDIT REPORTS

There is no qualification, disclaimer, reservation or adverse remark or disclaimer made either by the statutory auditor or Internal Auditor and Secretarial Auditor in their reports for the FY 2022-23.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Institute of Company Secretaries of India (''ICSIJ vide notification issued on October 1, 2017 has mandated compliance with the Secretarial Standards on board meetings and general meetings. The Company is 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 2022-23.

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 being 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.

FOREIGN EXCHANGE EARNINGS/ OUTGO

Foreign Exchange Earnings and Outgoings	31^st March, 2023	31s^t March, 2022
Earnings in Foreign Currency	Rs. 39,162,367	Rs. 20,84,53,379
Expenditure in Foreign Currency	Rs. 154,462,974	Rs. 11,35,85,567

stewardship and ethical governance. Our commitment to responsible business development is evident in our alignment with several global and national frameworks on sustainability.

CORPORATE SOCIAL RESPONSIBILITY

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 pursuant to Section 135 of the Companies Act, 2013 is given in the Annual Report on CSR activities, as 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.

SUSTAINABILITY AND GREEN INITIATIVES

Sustainability is embedded into the vision and mission of SWPE since inception. Triple Bottom Lines People Planet-Profit are the corner stones of our commitment to responsible business. We have in place a focused sustainability framework, with pillars of workplace sustainability, ecological

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. Our CSR efforts continue to create sustainable impacts the communities. Responsibility is an integral part of our organization, and the challenging year found us reiterating the fact as a green initiative, we send 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 as a part of green initiative.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Integrated Annual Report.

CORPORATE GOVERNANCE 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 Officer, Ms. Vaishali Company Secretary and Compliance Officer 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

Mr. Jitendra Kumar Mishra, Mrs. Sudha Maheshwari, Mrs. Meenakshi Anand, Mrs. Shivi Sabharwal and Mr. Rajendra Prasad Ritolia are present independent directors of the company.

CHANGE IN BOARD OF DIRECTORS

There was no change in board composition of the company during the FY 2022-23. However, the following changes are occurred

V Re-appointment of Mr. Vikas Jain (DIN:00049217) as Chairman and Managing Director of the company for a period of three years with effect from November 20, 2023

V Re-appointment of Mr. Piyush Jain (DIN: 00049319) as Joint Managing Director of the company for a period of three years with effect from November 20, 2023

V Appointment of Mrs. Meenakshi Anand (DIN: 01937203) Independent Director (Non-Executive) of the company for a period of three years with effect from August 14, 2023

V Appointment of Mrs. Shivi Sabharwal (DIN: 08792827) Independent Director (Non-Executive) of the company for a period of three years with effect from August 14, 2023

V Continuation of Directorship of Mr. Rajendra Prasad Ritolia (DIN:00119488) as Independent Director of the company for his remaining term i.e upto March 31,2024

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of your Company met 7 (seven) times during the FY 2022-23.The dates of the board meetings are May 23, 2022; June 06, 2022; August 08,2022; September 08, 2022; November 14, 2022; February 13, 2023 and March 20, 2023. The necessary quorum was present for 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 the FY 2022-23. The detailed agenda and notes thereon are sent to all the directors seven days in advance from the date of Board Meeting. The Managing Director appraised the Board on the overall performance of the Company at every Board Meeting. The Board reviews the performance of the Company and sets the strategy for future. The Board 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 SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015, 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 proficiency 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 qualified, recognised in the industry. There is an optimum mix of expertise (including financial expertise), leadership and professionalism.

MEETING OF INDEPENDENT DIRECTORS

During the financial year 2022-23, the meeting of Independent Director was held on February 13, 2023 to review the performance of Non-IndependentDirectors 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 by the Board 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 after seeking inputs from the committee members on the basis of 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.

In a separate meeting of Independent Directors, Performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Annual Report.

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, constitution of which is given below:

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.

NOMINATION & REMUNERATION COMMITTEE

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 attached as Annexure-III.

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 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 board on recommendation of Nomination and Remuneration Committee approved Remuneration Policy for Director, KMP and Senior Management Employee are 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 which are given in the Corporate Governance Report attached as Annexure-IV.

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 under taken 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/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 âsection (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-III 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 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 five 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 we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment.

Our approach to risk management assists us 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.

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.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the non-executivedirectors vis-a-vis the company, along with criteria for such payments and disclosures on the remuneration of directors along with their shareholding are disclosed Form MGT-9, which forms a part of this Report and Corporate Governance Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEESWHISTLE BLOWER

Your company has a Whistle Blower Policy and has established the necessary vigil mechanism in accordance with the act and LODR Regulations. 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 (âthe Codeâ) 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

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, in respect of Managerial Personnel, Directors and Employees of the Company as detailed below:-

Sr. No.	Particulars	Details
(i)	The ratio of the remuneration of each director to the median remuneration of the employees of the company for financial year	Mr. Vikas Jain 28:1 Mr. Piyush Jain 20:1 Mr. Roger James Lord -Not Applicable* Mr. Rajendra Prasad Ritolia -Not Applicable* Mr. Jitendra Kumar Mishra -Not Applicable* Mrs. Sudha Maheshwari - Not Applicable*
(ii)	the percentage Increa se in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	There has been no increase in remuneration of any of the whole time Directors. However there had been increase of 10% and 1 4.58% in remuneration of Chief Financial Officer ( CFO)& C ompany Secretary ( CS) respectively during the financial year.
(iii)	the percentage Increase in the median remuneration of employees in the financial year.	4.67%
(iv)	the number of permanent employees on the rolls of Company;	633 Employees as on March 31, 2023.
(v)	average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	The average percentile increase is 4.67% in the salaries of employees as against the pe rcentile increase in the managerial remuneration is 0.13%.
(vi)	Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the FY 2022-23 is as per the Remuneration Policy of the Company.

Notes: -

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

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

PREVENTION OF INSIDER TRADING

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 nation wide trading terminals. The company has paid the Annual Listing Fees to NSE for the Financial Year 2022-2023. 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) ofSection 134 of the Companies Act, 2013, shall state that â

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

iv) The directors had 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 read with circulars issued bythe Ministry of Corporate Affairs and Securities and Exchange Board of India. The instruction(s) for âremote e-votingâ and âe-votingâ during the AGM for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS OR 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 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 share holders is greatly valued by us. Your directors thank you and look forward to your continuance support.

Mar 31, 2018

To, The Members of South West Pinnacle Exploration Limited

The Directors are pleased to present the 12^th Annual Report on the business and operations together with the Companyâs audited financial statements and the auditorsâ report thereon for the financial year ended March 31, 2018. The financial highlights for the year are given below:

FINANCIAL RESULTS:

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	7584.26	7221.65	7885.07	7416.70
Other Income	310.64	65.85	315.31	71.76
Total Revenue	7894.90	7287.51	8200.38	7488.47
Earning before interest,
tax, depreciation & amortization	2654.62	2034.16	2764.06	2100.56
(EBITDA)
Finance cost	577.26	514.37	630.21	544.21
Depreciation	706.00	653.98	740.05	690.65
Profit before tax	1371.36	865.81	1393.81	865.69
Current tax	370.02	217.33	376.03	218.67
Profit after current tax	1001.38	648.49	1017.77	647.03
Deferred tax	97.59	77.08	108.06	77.08
Profit after tax	903.76	571.41	909.72	569.95
Earning per Share	9.19	6.14	9.25	6.14

DIVIDEND

The Company has ploughed back the profits to achieve higher growth in coming years, hence the Board of Directors did not recommend any dividend for the financial year 2017-18.

OPERATION HIGHLIGHTS

During the year under review, the Company has earned Total revenue of Rs. 7894.90 Lakh as against Rs.7287.51 Lakh during the previous year registering an increase of 8.33% over last year. The year under review resulted in Net Profit of Rs. 903.76 Lakh as compared to Net Profit of Rs. 571.41 Lakh during the previous year registering an increase of 58.16% over the last year. Business Development of the Company is on the right path and the Company expects to increase itsâ business significantly in the following year and expects to earn handsome returns.

On consolidated basis, revenue for the FY 2017-18 stood at Rs. 8200.38 Lakh as against Rs. 7488.47 Lakh during previous year. HUMAN RESOURCE DEVELOPMENT

Human Resource strive the success and growth of a company. Your Company believes that human resources are the key resource and integral part the organization and endeavors to create a culture of openness and empowerment amongst its employees and provide them good career growth.

Your Company truly believes in trust, transparency & teamwork to improve employeesâ productivity at all levels and is committed to the welfare of the employees and their families by having performance review, recognition and reward system in place.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General reserves during the Financial Year ended on 31^st March, 2018. COMPANYâS AFFAIRS

South West Pinnacle Exploration Limited is engaged mainly, in the business of providing end to end drilling, exploration and allied services to coal, ferrous, non-ferrous, atomic and base metal mining industries and water & unconventional energy industries. The company is also engaged in doing aquifer mapping for Hydro-geological organizations in India for determining the quality and quantity of ground water in a particular areas.

CONVERSION OF THE COMPANY

The Company âSouth West Pinnacle Exploration Limitedâ was originally incorporated and registered under the Companies Act, 1956 as a Private Limited on 27* November, 2006.

The members of the company passed special resolution for conversion of the company from Private Limited into Public Limited Company on 31^st October, 2017 and the same was approved by Registrar of Companies, NCT of Delhi & Haryana vide its Fresh Certificate consequent upon conversion from private company to public Company dated 17^th November, 2017.

INITIAL PUBLIC OFFERING

During the year under review, your company came up with an IPO of 45,96,800 Equity shares of Rs.78/- each at a premium of Rs. 68/- per share with Total Issue size of Rs. 3585.50 Lakh. Your Board is really thankful for the trust and confidence posed in the Company. Subsequently the shares of the company have been listed on SME Platform Emerge of NSE since 19^th February, 2018.

At present, the Company has only one class of shares i.e. Equity shares of Rs. 10 /-each. The authorized share capital of the company is Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1, 60,00,000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 13,95,12,000/- (Rupees Thirteen Crore Ninety Five Lakh Twelve Thousand Only) divided into 1,39,51,200 equity shares of Rs. 10 each. The Company has raised the fund through Public Issue of shares and the equity shares of the Company got listed on SME platform Emerge of NSE Limited.

IPO FUNDS UTILISATION

The Company has raised the funds to partly repay secured and unsecured loans and to meet working capital and general corporate requirements. As the Company has raised the funds in the month of February, 2018 (during the year 2017-18) the funds were accordingly utilized for the said purposes.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2018 AND THE DATE OF REPORT

As required under Section 134(3) of the Act, the Board of Directors inform the members that during the financial year, there have been no material changes, except:

a. that the company in the month of May 2018, approved the investment upto USD 1 Million in 50:50Joint Venture with M/s Alara Oman Operations Pty Ltd. for starting the exploration operations in Oman

b. as disclosed elsewhere in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of section 129 of Companies Act, 2013 and relevant rules of Companies (Accounts) Rules, 2014, the audited consolidated financial statements are provided in the Annual Report. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, itsâ subsidiaries, joint ventures and associate companies.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one wholly own subsidiary i.e. South West International DWC-LLC, Dubai and one subsidiary namely Pilot Infrastructure Private Limited.

There are no associate companies and/or Joint Ventures at any time during the financial year 2017-2018.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âActâ), a statement containing brief financial details of the Companyâs subsidiaries, associate companies and joint ventures for the financial year ended March 31, 2018 in Form AOC-1 is annexed to the financial statements of the Company as Annexure-1.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in nature of business of the company. However, two new clauses were added to the main objects of the Company in the last Annual General Meeting held on 25^th September, 2017, to exploit the business opportunities âin the field of solar energies and trading of all types of goods, services and merchandise on retail as well as wholesale basisâ.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

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

SHARE CAPITAL

There was following change in the Share Capital of the company during the year:

- Authorized Share Capital- During the year under review there were changes in the authorized capital of the Company as detailed below:

(a) The Company altered its authorized share capital from existing Rs. 5,00,00,000 (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 13,50,00,000 (Rupees Thirteen Crores Fifty Lakh only) divided into 1,35,00,000 (One Crore Thirty Five Lakh) equity shares of Rs. 10/- (Rupees Ten) each in its Annual General Meeting held on 25* September, 2017.

(b) Further, the Company altered itsâ authorized share capital from existing Rs. 13,50,00,000 (Rupees Thirteen Crores Fifty Lakh only) divided into 1,35,00,000 (One Crore Thirty Five Lakh) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 14,00,00,000 (Rupees Fourteen Crores only) divided into 1,40,00,000 (One Crore Forty Lakh) equity shares of Rs. 10/- (Rupees Ten) each in its Extra Ordinary General Meeting held on 31^st October, 2017.

(c) The Company altered its authorized share capital from existing Rs. 14,00,00,000 (Rupees Fourteen Crores only) divided into 1,40,00, 000 (One Crore Forty Lakh) equity shares of Rs.10/- (Rupees Ten) each to Rs. 16,00,00,000 (Rupees Sixteen Crores only) divided into 1,60,00,000 (One Crore Sixty Lakh) equity shares of Rs. 10/- (Rupees Ten) each in its Extra Ordinary General Meeting held on 17* January, 2018.

- Paid Up Share Capital-

(a) Bonus Issue: The Company issued 46,50,000 equity shares of Rs.10 each as bonus shares to existing (Prior to private placement & initial public offer) shareholders in 1:1 ratio, complying with the provisions of section 63 of Companies Act, 2013.

(b) Private Placement: The Company issued 16,000 fully paid equity shares of Rs. 10 each to Pantomath Fund Managers LLP and 38,400 fully paid up equity shares of Rs.10 each to Pantomath Sabrimala SME Growth Fund Series I (Total 54,400 equity shares ) at a price of Rs. 78/- per equity share (including a share premium of Rs. 68/- per equity share) through private placement (Pre IPO Placement) by complying with the provisions of Part II of Chapter III of Companies Act, 2013

(c) Initial Public Offering: The company issued (Fresh issue) 45,96,800 equity shares of face value of Rs. 10/- each fully paid for cash at a price of Rs. 78/- per equity share (including share premium of Rs. 68/- per equity share) aggregating to Rs. 3585.50 Lakh, to public through prospectus (herein referred to as âInitial Public Offerâ) by complying with the provisions of Part I of Chapter III of Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) and the rules and regulations made there under.

The paid-up share capital of the Company as on March 31, 2018 is Rs. 13,95,12,000/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

In terms of Section 134 (3) (g), towards inclusion of the details of particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made there under in this report, the same are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

AUDITORS

- STATUTORY AUDITORS

M/s. Pradeep Kumar Goyal & Associates, Chartered Accountants (FRN: 003721N), were appointed as Statutory Auditors for a period of Two (2) years in the 11* Annual General Meeting held on 25.09.2017. They have confirmed that they are not disqualified for continuing as Statutory auditors of the Company.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

There were no qualifications, reservation or adverse remark or disclaimer as reported by the statutory auditor of the Company.

- SECRETARIAL AUDITORS

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with itsâ Board of Directors report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors appointed M/s KKS & Associates, Company Secretaries through Mr. Krishna Kumar Singh, Practicing Company Secretary as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2017-18 and their report is annexed to this Board report. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Auditorâs Report, in the prescribed format, for the period ended March 31, 2018 is annexed to this Directorsâ Report as Annexure-2 and forms part of the Annual Report.

- INTERNAL AUDITORS

M/s Chaufla Bharat & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in Form No. MGTâ9 as per section 134(3)(a) of the Companies Act,2013 read with Rule 8 of Companies Act(Accounts) Rules 2014 and Rule12 of Companies (Management & Administration) Rules, 2014 as on the financial year ended on 31.03.2018, is annexed herewith as Annexure-3. Link of the same is also available at the website of the company i.e. www.southwestpinnacle.com.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Managementâs Discussion and Analysis appearing as Annexure-4 to this Report

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

SEBI Regulation on compliance of conditions of Corporate Governance is not applicable to the Company. However, Company is complying all other SEBI rules and regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors had formed a committee on Corporate Social Responsibility (CSR) in accordance with provisions of Companies Act, 2013. The Committee consists of following members:

- Mr. Vikas Jain (Chairman & Managing Director)

- Mr. Piyush Jain (Joint Managing Director)

- Mr. Jitendra Kumar Mishra (Independent Director)

The Annual report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-5.

DIRECTORS

Changes in Directors and Key Managerial Personnel

In accordance with Section 152 of the Companies Act, 2013, Mr. Roger James Lord, Director of the Company is liable to retire by rotation. Being eligible, he has offered themselves for re-appointment as director at the ensuing AGM.

Following changes occurred in the Board of Directors and Key Managerial Personnel during the Financial Year 2017-18:

Sr. N o.	Name of the Person	Date of Event
1 .	Mr. Arjun Sharma was appointed as Company Secretary	06.10.2017
2.	Mrs. Sudha Maheshwari was appointed as an Independent Director	31.10.2017
3.	Mr. Dinesh Agarwal was appointed as Chief Financial Officer	01.11.2017
4.	Mr. Jitendra Kumar Mishra was appointed as an Independent Director.	07.11.2017
5 .	Mr. Vikas Jain was reappointed as Chairman & Managing Director	21.11.2017
6.	Mr. Piyush Jain was appointed as Joint Managing Director	21.11.2017

INDEPENDENT DIRECTORS

Mr. Jitendra Kumar Mishra and Mrs. Sudha Maheshwari were appointed as Independent Directors of the Company during the financial year 2017-18.

The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of Independence as provided under Section 149(6) of the Act.

During the financial year 2017-18, the meeting of Independent Director was held on 10* March, 2018 to review the performance of Non Independent Director.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committees.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of your Company, met total 25 (Twenty Five) times during the financial year 2017-18 as required under section 134 (3) (b) of the Companies Act, 2013 are as under:

11^th April, 2017, 06^th May, 2017, 22^nd May, 2017, 05^th June, 2017, 27^th June, 2017, 17^th July, 2017, 31^st July, 2017, 14^th August, 2017 23^rd August, 2017, 01^st September, 2017, 25^th September, 2017, 06^th October, 2017, 27* October, 2017, 30^th October 2017 07* November, 2017, 20^th November, 2017, 24* November, 2017, 01^st January, 2018, 15^th January, 2018, 18* January, 2018, 24^th January, 2018, 05^th February, 2018, 09^th February, 2018, 15^th February, 2018 , 10^th March, 2018.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES

AUDIT COMMITTEE

Name of Director	Status in Committee	Nature of Directorship
Mr. Jitendra Kumar Mishra	Chairman	Independent Director
Mrs. Sudha Maheshwari	Member	Independent Director
Mr. Vikas Jain	Member	Chairman & Managing Director

NOMINATION & REMUNERATION COMMITTEE :

Name of Director	Status in Committee	Nature of Directorship
Mr. Jitendra Kumar Mishra	Chairman	Independent Director
Mrs. Sudha Maheshwari	Member	Independent Director
Mr. Roger James Lord	Member	Non Executive Director

STAKEHOLDER RELATIONSHIP COMMITTEE:

Name of Director	Status in Committee	Nature of Directorship
Mr. Jitendra Kumar Mishra	Chairman	Independent Director
Mr. Vikas Jain	Member	Chairman & Managing Director
Mr. Piyush Jain	Member	Jt. Managing Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Name of Director	Status in Committee	Nature of Directorship
Mr. Jitendra Kumar Mishra	Chairman	Independent Director
Mr. Vikas Jain	Member	Chairman & Managing Director
Mr. Piyush Jain	Member	Jt. Managing Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

In compliance with the requirements of Section 177 of the Companies Act, 2013 and regulation 22 of SEBI (LODR) Regulation, 2015, Company has established a vigil mechanism 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 (âthe Codeâ), which lays down the principles and standards that should govern their actions.

Any actual or potential violation of the code, howsoever insignificant or perceived as such, is a matter of serious concern for the company and should be brought to the attention of the concerned.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed for providing and promoting a safe and healthy work environment for all its employees.

The Company has extreme intolerance towards anti-social behavior at the workplace and has adopted a âPrevention of Sexual Harassmentâ Policy (POSH) that is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under for prevention and redressal of complaints of sexual harassment at workplace, along with a structured reporting and redressal mechanism. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act.

The Company has not received any complaint on sexual harassment during Financial Year 2017-18.

REPORTING OF FRAUDS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature. In case of transactions which are unforeseen and in respect of which complete details are not available, the Audit Committee grants an omnibus approval to enter into such unforeseen transactions, provided the transaction value does not exceed Rs. 1 Crore (per transaction in a financial year). The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis.

All transactions with related parties entered into during FY18 were at armâs length basis and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made there under and the SEBI Regulations. There were no transactions which were material (considering the materiality thresholds prescribed under the Act and Regulation 23 of the SEBI (LODR) Regulations, 2015). Accordingly, no disclosure is made in respect of the Related Party Transactions in the Form AOC-2 in terms of Section 134 of the Act and Rules framed there under.

DISCLOSURE OF NOMINATION AND REMUNERATION POLICY

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

DIRECTORSâ RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts, the applicable accounting standards had 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 this 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 were operating effectively; and

f) 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.

ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

By order of the Board

For South West Pinnacle Exploration Limited

Sd/- Sd/-

Vikas Jain Piyush Jain

Chairman & Managing Director Joint Managing Director

DIN: 00049217 DIN: 00049319

Place : Gurugram

Date: 04^thAugust, 2018

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