South West Pinnacle Exploration Ltd Directors Report

To,

The Members

South West Pinnacle Exploration Limited

The Board of Directors are pleased to present the report of the business and operations of South West Pinnacle Exploration Limited ("the Company" or "SWPE"), along with the audited financial statements, for the financial year ended March 31, 2025.

FINANCIAL RESULTS:

(Amounts in Lacs)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	17,919.32	13,333.00	18,029.50	13,342.49
Other Income	467.94	242.12	484.78	242.12
Total Income	18,387.26	13,575.12	18,514.28	13,584.61
Expenses	14,580.92	10,876.48	14,679.78	10,881.79
Finance cost	868.73	848.82	868.73	848.82
Depreciation	959.85	877.56	959.86	877.66
Profit before Share of Profit/Loss of Joint Venture	1,977.76	972 .26	2,00 5.91	976 .34
Share of Profit/Loss of Joint Venture	-	-	131 .91	114.41
Profit before tax	1,977.76	972.26	2137.82	1,090.75
Current tax	506.23	234.41	506.22	234.38
Profit after current tax	1471.53	737.85	1631.6	856.37
Deferred tax	52.36	34. 68	52.36	34. 68
Tax adjustments of earlier year	(63.34)	(4.51)	(63.34)	(5.24)
Profit after tax	1,482.51	707.68	1642.58	826.93
Other Comprehensive Income	(14.52)	4.23	(14.52)	4.23
Total Comprehensive Income for the year	1,467.99	711 .91	1,628.06	831.16
Earning per Share Basic	5.27	2.54	5.84	2.96
Diluted	5.26	2.54	5.83	2.96

DIVIDEND

The Board of Directors of the Company have decided not to declare the dividend for the FY 2024-25, as it is expedient to redeploy its accruals into expanding the business. This approach aims to drive stronger growth in the coming years and ultimately deliver higher returns to its shareholders.

THE COMPANYS AFFAIRS

The Company is an Integrated Service Provider, , providing end-to-end drilling & exploration of natural resources viz. Coal, Ferrous, Non-Ferrous & Atomic Minerals and Conventional & non conventional Oil & .

Gas and ground water investigation. SWPEs expertise also extends to carry out exploration using , technological tools like surface geographical investigation, down hole geophysics, 2D/3D Seismic I and Passive Seismic Tomography etc.

The Company has won a coal block in the state of Jharkhand, spread across 266 Hectares, having ¹ Geological Reserves of over 84 million tons. It has j signed a Coal Mine Development and Production Agreement with the Ministry of Coal, Government of India and after completing DGPS survey, has applied for PL cum ML with the Government of Jharkhand. Once PL cum ML is in place, exploration, GR preparation and other activities of mine development will be undertaken on fast track mode.

Further, the Company is imparting mining services pursuant to a long - term mining contract for Copper and Gold in Oman besides carrying out exploration and drilling services through a joint venture, namely, Alara Resources LLC., Oman. AL Hadeetha Mining LLC another JV company in Oman formed recently has been awarded Block 22B which will increase our footprints immensely there.

SWPE operates a fleet of 36 advanced drill rigs (with capabilities up to 2000 meters), supported by 15 geoscientists and specialized logging and geophysical survey equipment.

The Company has successfully completed over 150 projects during its 19 years of journey since inception for most of the leading Government & Private Organizations and presently operating 15 projects on Pan India basis. With a strong emphasis on health, safety &environment (HSE),SWPEL has completed approximately 2.8 million meters of drilling, 1 million meters of Geophysical Logging, 520 sq.km. of 3 D Seismic surveys, 425 LKM of 2 D seismic survey for exploration of coal, mineral, oil and gas using 36 states of art drilling rigs having varied capacities to drill upto 2500 Meters depth and other equipment without a single Lost Time Injury (LTI)since inception.

The Company has 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.

SWPE had received a 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. Its marquee clientele including Reliance industries, Vedanta, Oil India, Hindustan copper Ltd. Central Mine Planning and Design Institute Ltd., Central Ground Water Board and Hindalco, with operations spanning both domestic and select international markets

OPERATIONAL HIGHLIGHTS A. Exploration, Infrastructure and Allied Services

During the year under review, the Company has earned total income of Rs. 18,387.26 lakhs as against Rs. 13,575.12 lakhs during the previous year with an increase of 35%. The year under review resulted in Net Profit after Tax of Rs. 1,482.51 lakhs as compared to Net Profit after Tax of Rs. 707.68 lakhs during the previous year registering a growth of 109%.

On a consolidated basis, income or FY 2024-25 stood at Rs. 18,514.28 lakhs as against Rs. 13,584.61 lakhs during the previous year with an increase of 36% and Net Profit after Tax of Rs. 1,628.06 Lakhs as compared to Net Profit after Tax of Rs. 826.93 laks during the previous year registering a growth of 96%.

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 approx. Rs. 332 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.

The Company after completing DGPS survey, has applied for Prospecting cum Mining License (PL cum ML) with Government of Jharkhand. Once PL cum ML is in place, the process for preparation of geological report (GR), Mining plan and its approval and other related activities shall be initiated for early completion of coal block development. The Company is putting its best efforts to complete the whole exercise within the stipulated overall timelines allocated by Ministry of Coal, Government of India, barring unforeseen circumstances. Once PL cum ML is in place, exploration, GR preparation and other activities of mine development will be undertaken on fast track mode.

B. Progress in development of Coal Block

SWPE 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 in year 2021. The total area of the coal block is 266 Hectares, having geological reserves of around 84 million tons.

C. Operations in Oman

I. Alara Resources LLC(ARL), the first joint venture of SWPE

This joint venture was formed with Alara Resources Ltd., a renowned Australian exploration and mining company along with a local partner, in 2018 and the JV company was awarded an 11-year copper mining service contract in 2021—22, with a total contract value of USD 125 million (approx. INR 1050 Crores). Mining services operations commenced in February 2022 and are progressing well. The J V company is also executing various drilling and exploration contracts, generating sizeable revenues.

II. AL Hadeetha Mining LLC (AHML), the second joint

SWPE had formed another joint venture namely AL Hadeetha Mining ^

In January 2025, AHML has been awarded an exploration cum mining It ?J *-

block 22B, in IZKI Town, Oman for exploration and mining of

minerals i.e. Copper, Gold, Silver & Chromite and Basalt. The block is j?-~:1 M -

spread across 1448 KM and also the concession agreement in respect _A

thereof has since been signed with the Ministry of Energy & Minerals, ^S.i .. Sultanate of Oman and The Royal decree for the said block has also . ~ _a

been issued. The plans for exploration are presently being finalized for early start of exploration activities in the block.

SIGNIFICANT FEATURES

I. Full-fledged Exploration Service and Mining Company with Niche Capabilities

• 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.

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

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

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

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

• Successfully delivered more than 150+ Projects over a period of over nineteen years.

II. Robust Asset Utilization

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.

III. Marquee Clients and Client Retention

• 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 Oil and Natural Gas Corporation, Oil India Ltd., Central Mine Planning and Design Institute Ltd. (wholly owned subsidiary of Coal India), Orissa Mineral Corporation, Geological Survey of India, Mineral Exploration and Consultancy Ltd., NMDC Ltd., Steel Authority of India Ltd., Hindustan Copper Ltd., Odisha Coal and Power Ltd., AMD Corporation etc. In private sector, the Company is proud to have big industries like , Reliance Industries Ltd, Hindalco Industries Ltd., J K Cement Ltd., Hindustan Zinc Ltd, JSW Steel Ltd., Arcelor Mittal Nippon India Ltd., Ultra tech Cement Group, Vedanta Ltd, Sesa Goa Iron Ore etc. to name a few.

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

IV. Qualification Credentials

• 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.

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

V. Best in Class Equipment

• Owns 36 state-of-the-art Top drive Hydro static Drillings Rigs with capability to drill up to depth of 2,500 meters in alldomains.

• Owns three 2D/3D Digital Seismic Recording systems with 8,500 channels to conduct Land Seismic surveys for Coal, Oil

& Gas.

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

VI. Impeccable Track record

• Diligently managing the Companys affairs since last over 19 Years demonstrating growth, both in top and bottom lines throughout barring exception of Covid period.

VII. Experienced Manpower & Management team

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

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

VIII. Robust Order Book

• The Companies robust order book of over Rs. 332 Crores approx. ensures achieving desired growth in revenue and profitability over near to medium term.

IX. International Footprints

The Company presently has two JVs in Oman. In first JV, the Company is successfully executing an 11 year mining services Contract, besides imparting exploration services to many clients of repute. In second JV, formed recently has been allocated a mining block spread across 1448 sq km which is expected to be corner stone for the Company with huge potential.

X. Allocation of Coal Block

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 license in place, the Company shall commence exploration for GR and Mining Plan preparation etc.

XI. Next Level of Growth

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.

ISSUE OF EQUITY SHARES AND SHARES WARRANTS ON PREFRENTIAL BASIS

During the year the Company has come out with an issue of Equity Shares and Share Warrants on preferential basis of pricing Rs. 132.20 per share. Face value of the shares is Rs. 10 each.

On January 02, 2025, the shareholders of the Company also approved issuance of such Equity Shares and Share Warrants. Accordingly, 19,27,611, Equity Shares were allotted on February 21,2025. In accordance with the provisions of the Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations 2018 and other applicable Rules/Regulation/Guidelines if any, prescribed any other regulatory or statutory authorities. The Company had received a total sum of INR 3480.77 Lakhs in accordance with the offer letter. Out of which the Promoter groups has subscribed in Shares Warrants availing to Rs. 749.99 Lakhs.

The Company has thus received 25% consideration of the total amount of share warrants issue and the balance 75% will be received within 18 months as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The conversion can be exercised at any time during the period of 18 months from the date of allotment of Warrants on such terms and conditions as applicable.

Further, being a listed Company and in compliance to SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018, the Company had a made a listing and trading application the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) where the shares of the Company are listed for listing and trading of 1927611 Equity Shares.

The Company has received the trading approval of 1927611 Equity Shares from BSE & NSE on May 12, 2025. Now, the listed capital of the Company has increased to Rs. 29,83,00,110/-, consisting of 2,98,30,011 Equity Shares of face value of Rs.10 each.

OUR CAPITALS Financial Capital

The Company obtains Financial Capital through the funds generated from our business operations and financing activities. Its strong performance on the back of meticulous execution over the years, as reflected in the combination of high growth, strong cash generation and profitability, has led to building a strong, debt-free, and liquid Balance Sheet. SWPEs focus is on ensuring a sustainable and profitable financial position.

Human Capital

Nurturing talent for the future is essential for the Companys continued success and its culture is at the center of everything it does, shaping into who it is today. Over the past 19 years, the Companys values, excellence, collaboration, and most importantly, its people have molded a unique culture Long-established paths for employee ups killing and reskilling and efforts made by the Company have been well-rewarded, providing value to its people. SWPE remains committed to nurture an inclusive workplace for our diverse talent.

Social and Relationship Capital

Social and Relationship Capital of the Company guides it to bring the interests of its stakeholders to the fore. As enterprises focus on reshaping their businesses in the digital era, SWPE is helping its clients drive transformation. The Companys social ambition focuses on serving the development of people by shaping a future with meaningful opportunities for all.

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.

TRANSFER TO RESERVE

The Company has already transferred Rs. 1,977.56 lakhs in the forms General Reserve so during this financial year, no amounts have been transferred to General Reserve as on 31 March, 2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2025 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 March 31, 2025 till the date of this report.

As required under Section 134(3) of the Companies Act 2013, 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

SWPE has two wholly owned subsidiary and one subsidiary with a 74% shareholding during FY 2024-25.

The details of subsidiaries are as follows:

• 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.

• South West Geo Services Private Limited (CIN: U09900HR2025PTC127876), having registered office at 522, Galleria Tower Sushant Lok-1 Gurugram, HR - 122001 is incorporated as wholly owned subsidiary of South West Pinnacle Exploration Limited on 24^th January 2025. This subsidiary company aims to participate & execute specialized projects of Geophysical & Geological Data Services for oil & gas, coal and mineral sectors and/ or other related business.

• South West Oil Field Services Private Limited (CIN: U14290HR2020PTC091579), having registered office at 522, Galleria Tower Sushant Lok-1 Gurugram, HR - 122001was originally incorporated as wholly owned subsidiary of the Company on 14th December 2020. However, it later became the joint venture company vide JV Agreement dated May 13, 2021 by transferring SWPEs 26% shares to JV partner, while 74% are held by the Company. This joint ventures objective is to participate & execute specialized

Joint Ventures Overseas Joint Ventures

• Alara Resources LLC in Muscat, Oman is an overseas joint venture in which SWPE holds 35% Share (52,500 Equity shares). It is engaged in mining and exploration business.

• Al Hadeetha Mining LLC (AHML), is a recently formed joint venture company in Oman in which SWPE hold 17.5%. AHML has been awarded an exploration cum mining block 22B, in IZKI Town, Oman for exploration and mining of Minerals- Copper, Gold, Silver &

Chromite and Basalt Sultanate of Oman The block is spread across 1448 KM 2.

• Indian Joint Venture

• SouthWest Samit, a JV with M/s Samit Spectrum Pvt Ltd is a joint venture in which SWPE holds 80%. This JV was formed in FY 2022-23 to execute the work awarded by Central Mine Planning & Design Institute Limited, a Mini Ratna Company.

Associate Company

There was no associate company at any time during the financial year 2024-25.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing brief financial details of the Companys subsidiaries and joint ventures for the financial year ended March 31,2025 in Form AOC-1 is annexed to the financial statements of the Company as Annexure-Iand also available on companys 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 2024-25. However, the Company has added a new object in its main objects by altering its Memorandum of Association in the 18^th Annual General Meeting of the Company held on September 27, 2024 by adding a new clause 7 which reads as follows:-

(7) To acquire, purchase and / or take -over any company /entity or acquire all or any part of business property, assets and liabilities of any person, firm, institution, company or corporation by way of outrightpurchase or transfer of licence or shares or rights either directly or through the judicialprocess under Insolvency & Bankruptcy Code, 2016 or through any other legislation / meansfor carrying on orproposing to carry on business directly or through JV or partnership/ LLP to manufacture and / or to provide service and to deal as manufacturer, service provider commission agent, collaborator, businesspartner or consultant and/ or engage in the management, rehabilitation, restructuring, reorganisation or liquidation of such acquired entity in any manner of any type of industry/ business and to carry out sale/ purchase/ manufacture of goods and merchandise and impart services in that business on retail or wholesale basis or in any other manner in India and outside India and to sell or divest all or any part of that entity, business, property, asset and liability in case such need arises.

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 2024-25 under review, there is no change in the authorized capital of the Company. However, issued, subscribed and paid-up share capital of the Company is increased by Rs. 1,92,76,110 (Rupees One Crore Ninety Two Lac Seventy Six Thousand and One Hundred Ten Only) due to issue of Equity Shares & Share Warrants The present share capital of the Company are as follows: -

• Authorised Capital

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

• Issued, Subscribed & paid-up Share Capital

The issued / Subscribed & paid- up share capital of the Company is Rs. 29,83,00,110/- (Twenty-Nine Crore Eighty-Three Lacs and One Hundred Ten Only)divided into 2,98,30,011(Two Crore Ninety-Eight Lacs Thirty Thousand and Eleven Only) Equity shares of Rs. 10/- (Rupees Ten) each. The increased in Equity Share is on account of preferential issue made during the year.

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 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.

Internal financial control systems includes the design, implementation and maintenance of adequate internal financial controls that are operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

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, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

AUDITORS (I) Statutory Auditor

At the Eighteenth Annual General Meeting (AGM) held on September 27, 2024, the Members has approved the re-appointment of M/s Doogar & Associates, Chartered Accountants (Firm registration No. 000561N) as the statutory auditor of the Company for a term of 5 (Five) years from the conclusion of that AGM till the conclusion of the Twenty third AGM of the Company.

There were no qualifications, reservation or adverse remark or disclaimer as reported by the statutory auditor of the Company for FY 2024-25.

(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 2024-25.The Secretarial Auditors Report in the prescribed format for the financial year ended March 31, 2025 is annexed to this Report as Annexure-V and forms part of the Boards 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 and amended thereof, the Company is required to submit Annual Secretarial Compliance Report for the Year ended March 31,2025. In compliance of above said provisions, the Company has obtained Annual Secretarial Compliance Report dated May 30, 2025 for FY 2024-25 from M/s KKS & Associates, Company Secretaries and submitted the same to stock exchanges within prescribed time.

Further, the Board of Directors of the Company in their meeting held on August 12, 2025 has considered and approved the appointment of Mr. Baladeva Chitranjan as the Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2025-26 to FY 2029-30 subject to the approval of Members of the Company in the ensuing AGM. This item is also forming part of the Notice of AGM as item No. 03.

(iii) Internal Auditors

The internal auditor performs an independent check of effectiveness of key controls in identified areas of internal financial control reporting. Mr. Sidharth Kumar, Manager (Audit and Accounts), a Chartered Accountant and Internal Auditor of the Company, performed his duties of internal auditor and conducted Audit of the Company during FY 2024-25. He has confirmed that the Company has an adequate internal audit system commensurate with the size and the nature of its business.

Further, the Board of the Directors of the Company in its meeting held on May 22, 2025, on the recommendation of the Audit Committee of the Company, has reappointed Mr. Sidharth Kumar, Manager (Audit and Accounts) as the internal auditor of the Company for the FY 2025-26 to conduct the internal audit of the Company. The said auditors have not reported any instance of frauds during 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 or the Secretarial Auditor in their reports for FY 2024-25.

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, as amended on April 01, 2024 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 2024-25.

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 duly 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 are as under:

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 and Outgoings	31stMarch, 2025	31stMarch, 2024
Earnings in Foreign Currency	Rs 37,86,077.10	Rs. 73,508,822
Expenditure in Foreign Currency	1,95,24,540.33	Rs. 32,896,239

CORPORATE SOCIAL RESPONSIBILITY

The Company continuing contributing towards supporting projects in the areas of education and skill development to enable sustained livelihoods, healthcare including preventive health, environmental sustainability and ecological balance, gender equality and empowerment of women, promotion of national heritage, art and culture, rural development and disaster relief and rehabilitation.

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

SUSTAINABILITY AND GREEN INITIATIVES

Sustainability is embedded into the vision and mission of SWPE since inception. Your Company has in place a focused sustainability framework, with pillars of workplace sustainability, ecological stewardship 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 Companys CSR efforts continue to create sustainable impacts on the communities. The Company as its green initiative, sends annual Reports by email every year to those shareholders who have registered their email IDs with the Company/Depository Participant/Registrar and Share Transfer Agent.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI (LODR) Regulations, 2015, 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 Companys corporate governance is reinforced through the Companys Code of Conduct and Ethics, corporate governance guidelines and committee charters and its management processes. Audits and internal control systems reflect the principles of our corporate governance framework.

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 form 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.

CHANGE IN BOARD OF DIRECTORS

The changes in Board composition of the Company during the FY 2024-25 are detailed hereunder: -

Mr. Roger James Lord, Non-Executive Director ceased to be director of the Company w.e.f August 10, 2024 due to his sudden death.

The following directors have been appointed in FY 2024-25 in the 18^th Annual General Meeting(AGM) of the Company:

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

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

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, nine board meetings were held virtually & physically in accordance with Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 read with various circulars & notification issued by Ministry of Corporate Affairs and Securities Exchange Board of India time to time. The gap between two meetings did not exceed one hundred and twenty days during the FY 2024-25. The said meetings were held on: -

April 22, 2024; May 29, 2024; June 30, 2024; August 12, 2024; October 28, 2024; December 07, 2024; February04, 2025; February 21, 2025. March 19, 2025.

The detailed agenda and notes thereon are sent to all the directors seven days in advance of the date of Board of Directors meetings. The Joint 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.

INDEPENDENT DIRECTORS AND DECLARATIONS GIVEN BY THEM UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

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

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 2024-25, the meeting of Independent Director was held on May 29, 2024 and March 31,2025 to review the performance of Non-Independent Directors of the Company.

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 of Directors was evaluated by 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 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. 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 and NonExecutive Directors.

The Board of Directors and the Nomination and Remuneration Committee(NRC) reviewed the performance of individual directors on the basis of criteria such as 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.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act 2013 read with SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015, 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 and 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 of Directors did not accept the recommendations of its committees including the Audit Committee.

Details of four (4) Committees i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee & Corporate Social Responsibility Committee, constitution 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.

The Companys 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.

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

STAKEHOLDER RELATIONSHIP COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Detailed information about composition of the Committee, details of meeting sheld, 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 of Directors /Members for their approval, wherever necessary.

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

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

INTEGRATED REPORT

The Company has voluntarily provided the Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Companys long - term perspective. The Report also touches upon aspects such as organisations strategy, governance framework, performance and prospects of value creation.

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 opportunity and enables it be resilient and respond decisively to the changing environment.

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 directors 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 EMPLOYEES

• WHISTLE BLOWER

Your Company has a Whistle Blower Policy and has established the necessary vigil mechanism in accordance with the act and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. The Companys 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.

• VIGILMECHANISM

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

The Company had adopted a Code of conduct for Directors and Senior Management Executives ("the Code"), which lays down the principles and standards that should govern their actions.

The Policy can be accessed at https://www.southwestpinnacle.com/

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

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

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees)Rules, 1975read with Companies (Particulars of Employees Amendment) Rules 2004 and amended thereof in respect of Managerial Personnel, Directors and Employees of the Company is given 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 26:1 Mr. Piyush Jain 19:1 Mr. Hari Narain Singh Rajpoot - Not Applicable* Mr. Rajendra Prasad Ritolia - Not Applicable* Mrs. Shivi Sabharwal - Not Applicable* Mrs. Meenakshi Anand - Not Applicable*
(ii)	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 3.94% and 8.59%in the remuneration of 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.	19%
(iv)	the number of permanent employees on the rolls of Company;	574 Employees as on March 31, 2025.
(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 17% in the salaries of employees as against the percentage increase in the managerial remuneration is 6.27%.
(vi)	Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the FY 2024 - 25 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 Companys website: www.southwestpinnacle.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN 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 in accordance with the provisions of the Sexual Harassment of Women at the Workplace (prevention, Prohibition & Redressal) Act, 2013 and the Rules framed thereunder 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.

There were no complaints regarding sexual harassment by any women employees (permanent, contractual, temporary, trainees) who are covered under this policy till the date of this report.

The summary of complaints received and disposed off up to March 31,2025 were as under:

Number of complaints received: 0 Number of complaints disposed off: 0 Number of cases pending more than 90 days: 0

COMPLIANCE WITH THE PROVISION OF MATERNITY BENEFITS ACT 1961.

The Maternity Benefits Act, 1961

During the year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act 1961 along with the amendments & undertook necessary measures to ensure compliance for all eligible employees.

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

The Companys equity shares continue to be listed on the National Stock Exchange of India (NSE)and Bombay Stock Exchange (BSE).

The Company has paid the annual listing fees to NSE & BSE for the Financial Year 2024-2025.A11 compliances with respect to the SEBI (Listing Obligating and Disclosure Requirements) Regulations 2015 have been duly made by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: —

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

ii) The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair 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 adequateaccounting 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 andthat 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025.

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration)

Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & disclosure Requirements)

Regulations, 2015 relevant circular(s) issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India(SEBI) in this regard. The instruction(s) for "remote e-voting" and "e-voting" during the AGM for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

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 Companys 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 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 Companys employees are instrumental to your Company achieving higher business goals. Your directors place on record their deep admiration for the commitment and contribution of your Companys employees. Your support as share holders is greatly valued by us. Your directors thank you and look forward to your continuance support.

	By order of the Board For South West Pinnacle Exploration Limited
	Sd/- Vikas Jain
	Chairman &Managing Director
	DIN: 00049217
Place : Gurugram
Date : August 12, 2025