South West Pinnacle Exploration Ltd Directors Report

BOARD OF DIRECTOR?S REPORT

To,

The Members

South West Pinnacle Exploration Limited

The Board of Directors are pleased to present their report on the business and operations of South West Pinnacle Exploration Limited

(“the Company”or “SWPE”), along with the Standalone and Consolidated audited financial statements, for the financial year ended on March 31,2026.

(amounts in Lacs)

Particulars	Standalone	Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from o perations	24,292. 95	17,919.32	24,302. 17	18,029.50
Other Income	358.66	467.94	360.29	484.78
Total Income	24,651. 61	18,387.26	24, 662. 46	18,514.28
Expenses	18,534.14	14,580.92	18,469.24	14,679.78
Finance cost	842.34	868.73	842.34	868.73
Depreciation	1,144.33	959.85	1,144.33	959.86
Profit before Share of Profit/Loss of Joint Venture	4,130.80	1,977.76	4,206.55	2,005.91
Share of Profit/Loss of Joint Venture	-	-	146.90	131.91
Profit before tax	4,130.80	1,977.76	4353.46	2137.82
Current tax	1,091.24	506.23	1,0 91.24	506.22
Profit after current tax	3039.56	1471.53	3262.22	1631.6
Deferred tax	(40.49)	52.36	(40.49)	52.36
Tax adjustments of earlier year		(63.34)		(63.34)
Profit after tax	3080.05	1,482.51	3,302.70	1642.58
Other Comprehensive Income	(12.63)	(14.52)	(12.63)	(14.52)
Total Comprehensive Income for the year	3067. 42	1,467.99	3,290.07	1,628.06
Earning per Share
Basic	10.33	5.27	1 1.07	5.84
Diluted	10.09	5.26	10.82	5.84

DIVIDEND

The Board of Directors of the Company has decided to not to declare the dividend for the FY 2025-26, as it is considered 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

SWPEL is an Integrated Service Provider, providing end-to-end drilling & exploration of natural resources viz. Coal, Ferrous, NonFerrous & Atomic Minerals and Conventional & non- conventional Oil & Gas and ground water investigation. SWPELs expertise also extends to carry out exploration using technological tools like surface geographical investigation, downhole geophysics, 2D/3D Seismic and Passive Seismic Tomography etc.

The coal block allocated to the Company in the state of Jharkhand, which spread across 266 Hectares, having Geological Reserves of over 84 million tons for which the Company has already signed a Coal Mine Development and Production Agreement with the Ministry of Coal, Government of India.

Further, in exercise of powers conferred under Mines and Mineral (Development and Regulation) Act 1957, Ministry of Coal, Government of India vide its notification dated 26th November, 2025 published in Gazette of India on November 27, 2025, the Company has been notified as an accredited prospecting agencyby the Ministry of Coal, Government of India, for carrying out prospecting operations for the exploration of coal and Lignite. Accordingly, exploration activities at the Coal Block in Jharkhand have since been completed. GR Preparation and other activities are being undertaken on fast track mode.

Further, Company is having two JVs in Oman.

The First one 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. The second JV, namely, AL Hadeetha Mining LLC formed & has been allocated a mining block by Sultanate of Oman wherein the exploration activities are in progress.

The Company has successfully completed more than 165 projects during 19 years of journey since inception for most of the leading Government & Private Organizations and presently operating 20 projects on Pan India basis, in addition to JV Projects in Oman.

SWPEL has completed approximately 3.5 million meters of drilling, 6.5 Lac meter of Geo physical logging 515 sq.km. of 3 D Seismic surveys, 411 LKM of 2 D seismic Survey for exploration of Coal, Mineral, Oil and Gas using 45state of art drilling rigs having varied capacities to drill upto 2500 Meters depth and other equipment.

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.

Further, the Company has been empaneled by Oil India Limited for providing 2D/3D Seismic Data Acquisition Services across OILs onshore acreages in India. The empanelment has been granted for a period of three years and enables the Company to participate in bidding opportunities and tenders to be issued by Oil India Limited for seismic data acquisition services during the validity period of the empanelment. This empanelment reflects the Companys technical expertise, operational capabilities, and experience in the field of geophysical and seismic survey services. We believe that the empanelment will further strengthen our position in the exploration services sector and will enhance opportunities for participation in upcoming projects.

OPERATIONAL HIGHLIGHTS

A. Exploration, Infrastructure and Allied Services

During the year under review, the Company has earned total income of Rs. 24,651.61 lakhs as against Rs. 18,387.26 lakhs during the previous year with an increase of approx. 35%. The year under review resulted in Net Profit after Tax of Rs. 3,080 .05 lakhs as compared to Net Profit after Tax of Rs. 1482.51 during the previous year registering a growth of approx. 108% on standalone basis.

On a consolidated basis, total income for FY 2025-26 stood at Rs. 24,662.46 lakhs as against Rs.18,514.28 lakhs during the previous year with an increase of approx. 33% and Net Profit after Tax of Rs. 3,302.70 Lakhs as compared to Net Profit after Tax of Rs. 1,642.58 lakhs during the previous year registering a growth of approx.100%.

In the preparation of Financial Statements, no treatment from what is prescribed in the relevant Accounting Standards has been followed.

With the robust order book of over approx. Rs. 761 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

The operations of coal block of the Company in the state of Jharkhand by Ministry of Coal and Mines, Government of India, New Delhi, the which are falling under a separate segment i.e. coal business as per Ind-AS 108. Further as stated in the wake of recent notification, the Company has been notified as an accredited prospecting agency by the Ministry of Coal, Government of India, for carrying out prospecting operations for the exploration of coal and Lignite. Accordingly, exploration activities at the Coal Block in Jharkhand have since been completed. GR Preparation and other activities are being undertaken on fast track mode.

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 alongwith 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 JV company is also . executing various drilling and exploration contracts with 4 rigs, generating sizeable I revenues and Profit.

II. AL Hadeetha Mining LLC (AHML), I the second joint venture of SWPE

SWPE had formed another joint venture namely AL Hadeetha Mining LLC (AHML), in Oman in the year 2024, comprising of four partners, including Alara Resources Ltd., Australia.

In January 2025, AHML has been awarded an exploration cum mining block 22B, in IZKI Town, Oman for exploration and mining of minerals i.e. Copper, Gold, Silver & Chromite and Basalt. As per agreement executed with Ministry of Energy and Minerals, Sultanate of Oman, the JV Company has been granted the right to first explore and subsequently exploit the mining block, in accordance with terms set in the agreement. The exploration activities have since been started at rapid pace. Airborne geological survey has since been completed. Data analysis and report thereon is under preparation by the consultant. Since the mining block is very large in size, coupled with presence of high value minerals positions it as promising opportunity for future development and economic value generations.

SIGNIFICANT FEATURES

• Full-fledged Exploration Service and Mining Company with Niche Capabilities

• Robust Asset Utilization

• Marquee Clients and Client Retention

• Qualification Credentials

• Best in Class Equipment

• Impeccable Track record

• Experienced Manpower & Management team

• Robust Order Book

ISSUE OF EQUITY SHARES AND SHARES WARRANTS ON PREFRENTIAL BASIS

During the Financial Year 2024-25, the Company has made a preferential issue of Equity Shares and Share Warrants at an issue price of Rs.132.20 per security (including a face value of Rs.10 per Equity Share), in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"). The preferential issue was approved by the shareholders of the Company at the Extraordinary General Meeting held on January 02, 2025.

Pursuant to the said approval, the Board of Directors, at its meeting held on February 21, 2025, allotted 19,27,611 Equity Shares and 28,21,411 Share Warrants (against receipt of 25% of the issue price, as required under the SEBI ICDR Regulations) to persons belonging to the promoter and non-promoter categories.

Subsequently, upon receipt of the balance consideration representing 75% of the issue price per warrant, aggregating to Rs.279,742,900 (Rupees Twenty-Seven Crore Ninety-Seven Lakh Forty-Two Thousand and Nine Hundred Only), from the warrant holders pursuant to the exercise of their option to convert the warrants into Equity Shares in accordance with the SEBI ICDR Regulations, the Board of Directors, at its meeting held on July 10, 2026, approved and allotted 28,21,411 Equity Shares upon conversion of the outstanding Share Warrants to the respective promoter and non-promoter allottees.

The Company has initiated the necessary steps for obtaining the requisite approvals for the listing and commencement of trading of the aforesaid 28,21,411 Equity Shares on the stock exchange(s), and the process is currently underway.

OUR CAPITALS • Financial Capital

The Company generates Financial Capital through funds derived from its business operations and financing activities. Its consistent performance, underpinned by meticulous execution over the years, is reflected in a combination of strong growth, robust cash generation, and sustained profitability. These strengths have enabled the Company to build a strong and liquid Balance Sheet. SWPE remains focused on maintaining a sustainable and profitable financial position, while creating long-term value for its stakeholders.

• Human Capital

Nurturing talent for the future is essential to the Companys continued success, with its culture at the heart of everything it does and shaping who it is today. Over the past 19 years, the Companys values of excellence and collaboration, together with its strong focus on people, have shaped a distinctive and inclusive culture. Well-established pathways for employee upskilling and reskilling, supported by the Companys continued investments in people development, have strengthened capabilities and created meaningful value for its employees. SWPE remains committed to fostering an inclusive workplace that enables its diverse talent to grow, thrive, and contribute to the Companys longterm success.

• Social and Relationship Capital

Social and Relationship Capital guides the Company in placing the interests of its stakeholders at the forefront of its business priorities. As enterprises continue to reshape their businesses in the digital era, SWPE supports its clients in driving transformation and creating sustainable value. The Companys social ambition is centred on enabling the development of people and shaping a future that creates meaningful opportunities for all.

The Company is supported by an experienced and dedicated team of professionals across key business functions, including Business Development and Marketing, Finance, Accounts and Taxation, Human Capital and Administration, Operations, Logistics, HSE (Health, Safety and Environment), Information Technology, and Secretarial and Legal.

The respective Business and Division Heads are further supported by a strong workforce of over 800 employees, as on March 31, 2026 comprising young, energetic, and dedicated professionals with clearly defined roles and responsibilities.

TRANSFER TO RESERVE

The Company has accumulated reserve to the tune of Rs. 1,977.56 lakhs in the forms General Reserve, and further keeping in view the fund requirement of the Company for its operational needs, no amounts have been transferred to General Reserve as on 31 March, 2026.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2026 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 31,2026 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

The details of subsidiaries are as follows:

• During the FY 2025-26, the name of M/s. Pilot Pipelines Private Limited, a wholly owned subsidiary of the Company, was changed to M/s. South West Resources Private Limited (U11100DL2013PTC260028) with effect from October 01, 2025. The Companys registered office is situated at T Floor 14, Rani Jhansi Road New Delhi 110055. The main business of the Company is to provide services for Infrastructure development and other related services.

• M/s South West Geo Services Private Limited (CIN: U09900HR2025PTC127876), having registered office at 522, Galleria Tower Sushant Lok-1 Gurugram, FIR -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.

• M/s South West Oil Field Services Private Limited (CIN: U14290HR2020PTC091579), having registered office at 522, Galleria Tower

Sushant Lok-1 Gurugram, HR - 122001 was originally incorporated as wholly owned subsidiary of the Company on 14th December 2020. However, later it 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 projects of Geophysical & Geological Data Services for oil & gas, coal and mineral Sectors and/ or other related business.

Joint Ventures

V 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 another joint venture company in Oman formed last year 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.

V Indian Joint Venture

• South West Samit, aJV with M/s Samit Spectrum Pvt Ltd is a joint venture in which SWPE holds 80% . ThisJV aims to participate

& execute specialized projects for oil & gas, coal and mineral sectors and/ or other related business.

Associate Company

There was no associate company at any time during the financial year 2025-26.

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, 2026 in Form AOC-1 is annexed to the financial statements of the Company as Annexure-I & II 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 2025-26.

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 2025-26, there is no change in the authorized, issued and paid-up capital of the Company. The details of Authorised, issued and paid-up subscribed capital 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-

During the year there is no change in the Authorised, Issued, Subscribed & paid-up Share Capital of the Company.

Subsequently, the issued / Subscribed & paid- up share capital of the Company is increased with 2821411 Equity shares which was allotted by the Board of Directors of the Company in their meeting held on July 10, 2026 pursuant to the conversion of warrants which was issued by the Company on December 07, 2024 and the paid-up Capital has increased from Rs. 29,83,00,110/-(Rupees Twenty Nine Crore Eighty Three Lacs One Hundred Ten Only) to Rs. 32,65,14,220/-(Rupees Thirty Two Crores Sixty Five Lacs Fourteen Thousand and Two Hundred Twenty Only).

The present issued / Subscribed & paid- up share capital of the Company is Rs. 32,65,14,220/-(Rupees Thirty Two Crores Sixty Five Lacs Fourteen Thousand and Two Hundred Twenty Only) consisting of 3,26,51,422 (Three Crore Twenty Six Lacs Fifty One Thousand and Four Hundred Twenty Two Only) fully paid-up Equity Shares of Rs. 10/-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

The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. The Audit Committee comprises professionally qualified Directors who regularly interact with the Statutory Auditors, Internal Auditors, and management on matters within its terms of reference. The Company has adequate systems of internal control to ensure that transactions are duly authorised, accurately recorded and reported, and that its assets are safeguarded against loss, misuse, or unauthorised disposal.

The internal financial control framework encompasses the design, implementation, and maintenance of adequate controls that operate effectively to ensure the orderly and efficient conduct of business. These controls support adherence to the Companys policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information, in accordance with the applicable provisions of the Act.

The Company has established documented policies, guidelines, and procedures to support the effective management of internal financial controls while maintaining objectivity and independence. The Internal Auditor regularly monitors and evaluates the adequacy and effectiveness of the internal control framework, including compliance with operating systems, accounting procedures, and policies across 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 202526. The Company has duly received the eligibility certificate and consent to act as the Statutory Auditor for FY 2026-27.

(ii) Secretarial Auditor

In compliance with section 204 of the Companies Act 2013, the members of the company in 19^th Annual General Meeting of the Company had approved the appointment Mr. Baladeva Chitranjan, FCS No. 6045 ), Practicing Company Secretary as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year FY 2025-26 to FY 2029-30. The Company also has received the eligibility certificate and consent to act as the as Secretarial Auditor for the FY 2026-27. The Secretarial Auditors Report in the prescribed format for the financial year ended March 31, 2026 is annexed to this Report as Annexure-VI 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. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, and amended thereof, the Company is required to submit Annual Secretarial Compliance Report for the Year ended March 31, 2026. In compliance of above said provisions, the Company has obtained Annual Secretarial Compliance Report dated April 29, 2026, for FY 2025-26 from Mr. Baladeva Chitranjan, Practicing Company Secretaries and submitted the same to stock exchanges 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. 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 2025-26. He has confirmed that the Company has an adequate internal audit system commensurate with the size and the nature of its business. The Internal Auditor has reported that no instances of fraud were identified during FY 2025·26.

Further, the Board of the Directors of the Company in its meeting held on May 04, 2026, on the recommendation of the Audit Committee of the Company, has appointed Mr. Anmol, Manager (Audit and Accounts) a Chartered Accountant as the internal auditor of the Company for the FY 2026-27 to conduct the internal audit of the Company.

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 2025-26.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Institute of Company Secretaries of India(ICSI) 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 2025-26.

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/ OUTGO:

Foreign Exchange Earnings and Outgoings	31st March, 2026	31st March, 2025
Earnings in Foreign Currency	6,19,081.95	37,86,077.10
Expenditure in Foreign Currency	47,32,51,899.28	1,95,24,540.33

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to contribute towards initiatives in key areas including education and skill development to enable sustainable livelihoods; healthcare, including preventive healthcare; environmental sustainability and ecological balance; gender equality and womens empowerment; promotion of national heritage, art and culture; rural development; and disaster relief and rehabilitation.

The Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. Detailed information on the composition of the

Committee, meetings held, attendance, the Corporate Social Responsibility Policy adopted and implemented by the Company, and the CSR initiatives undertaken during the year under review pursuant to Section 135 of the Act is provided in the Annual Report on CSR Activities, which forms part of this Report. Further details of the Companys CSR initiatives are provided under the Social and Relationship Capital section of this Integrated Annual Report.

SUSTAINABILITY AND GREEN INITIATIVES

Sustainability has been embedded in SWPEs vision, mission, and business philosophy since its inception, reflecting the Companys commitment to responsible and sustainable growth. The Company has adopted a focused sustainability framework built around three key pillars: workplace sustainability, ecological stewardship, and ethical governance.

Through these pillars, SWPE focuses on fostering an inclusive and responsible workplace, promoting efficient use of resources and environmental stewardship, and upholding high standards of integrity, transparency, accountability, and compliance. The Companys commitment to responsible business development is further demonstrated through its alignment with relevant global and national sustainability frameworks. SWPE continues to integrate sustainability into its operations and decision-making to create long-term value for its stakeholders and contribute positively to society and the environment.

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 framework is strengthened by its Code of Conduct and Ethics, corporate governance guidelines, committee charters, and robust management processes. Its audit and internal control systems are aligned with the principles of sound corporate governance, ensuring transparency, accountability, ethical conduct, and effective oversight. This Report provides a comprehensive overview of the Companys governance practices and their alignment with the seven pillars of its governance framework.

The Corporate Governance Report, including the General Shareholder Information prescribed under Schedule V to the SEBI Listing Regulations, duly approved by the Board of Directors, forms part of this Integrated Annual Report. The Report is accompanied by a certificate from the Practising Company Secretary confirming compliance with the applicable requirements of the SEBI Listing Regulations.

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

During the FY 2025-26, there was no change in the composition of the Board of Directors of the Company. However, the following directors have been appointed post closure of FY 2025-26 and the same are subject to the approval by the Members in 20* Annual General Meeting of the Company:

• Re-Appointment of Mr. Vikas Jain (DIN: 00049217) as Chairman & Managing Director of the Company w.e.f. November 20, 2026

• Re-Appointment of Mr. Piyush Jain (DIN: 00049319) as Joint Managing Director of the Company w.e.f. November 20, 2026

• Re-Appointment of Mrs. Meenakshi Anand (DIN: 01937203) as an Independent Director of the Company w.e.f. August 14, 2026.

• Re-Appointment of Mrs. Shivi Sabharwal (DIN:08792827) as an Independent Director of the Company w.e.f. August 14, 2026.

• Re-Appointment of Mr. Rajendra Prasad Ritolia as Non-Executive Director of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, seven 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 2025-26.

The said meetings were held on: -

May 22, 2025, June 25, 2025, July 31, 2025, August 12, 2025, October 29, 2025, February 09, 2026, and March 25, 2026.

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 selfassessment 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 2025-26, the meetings of Independent Director were held on August 12, 2025 and March 02, 2026 to

a) review the performance of non-independent directors and the board of directors as a whole;

b) review the performance of the chairperson of the listed entity, taking into account the views of executive directors and nonexecutive directors;

c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

BOARD EVALUATION

The Board of Directors has undertaken an annual evaluation of the performance of the Board, its Committees, and individual Directors in accordance with the provisions of the Act and the SEBI Listing Regulations. The evaluation of the Board considered factors such as its composition and structure, effectiveness of Board processes, quality of information and overall functioning.

The performance of the Committees was evaluated based on parameters including their composition and the effectiveness of Committee meetings and processes. The evaluation criteria were broadly aligned with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting, the Independent Directors evaluated the performance of the Non-Independent Directors, the Board as a whole, and the Chairman, taking into consideration the views of the Executive and Non-

Executive Directors. The Board and the Nomination and Remuneration Committee (NRC) also evaluated individual Directors based on their contribution to Board and Committee meetings, including preparedness, meaningful participation, and constructive inputs.

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 applicable.

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 meetings held, attendance etc. alongwith 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, KeyManagerial Personnel or other designated persons which may have a potential conflict with the interest of the Company atlarge.

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

The Company did not enter into any contracts, arrangements or transactions during the FY 2025-26 that fall under the scope of Section 188(1) of the Companies Act 2013. As required under the act, the prescribed Form AOC-2 is appended as Annexure-2 to the Boards Report.

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.

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

V 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.

V VIGIL MECHANISM

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

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

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

REPORTING OF FRAUDS

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

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

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 read 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
(!) The ratio of the remuneration of each director to the median remuneration of the employees of the company for financial year	Mr. Vikas Jain 46:1*
	Mr. Piyush Jain 29:1*
	Mr. Hari Narain Singh Rajpoot- 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 100%*, 66%*, 15% and 10% in the remuneration of Mr. Vikas Jain, Mr. Piyush Jain, Chief Financial Officer (CFO) & Company Secretary (CS) respectively during the financial year.
(iil) the percentage Increase in the median remuneration of employees in the financial year.	22%
(iv) the number of permanent employees on the rolls of Company;	803 Employees as on March 31, 2026.
(v) average percentage increases 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 19% in the salaries of employees as against the percentage increase in the managerial remuneration by 86%*.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the FY 2025 -26 is as per the Remuneration Policy of the Company.

Notes: -

*1. The increase is attributable to sales commission availed by CMD and JMD during the year which was although part of their remuneration yet was not being availed inyesteryears due to cash flow constraints

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

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading to regulate trading in the Companys securities by its Directors and designated employees. The Code prohibits Directors and designated employees from buying or selling the Companys securities while in possession of unpublished price-sensitive information and during periods when the Trading Window is closed. The Code also establishes appropriate mechanisms to regulate, monitor, and report insider trading in compliance with applicable regulations.

The Code of Conduct for regulating, monitoring, and reporting Insider Trading is available on the Companys website at www.southwestpinnacle.com

DISCLOSURE UNDER 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 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 31,2026 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.

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 2025-2026. All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have been duly made by the Company.

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.

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 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.

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 2026.

E-VOTING

The Company provides an e-voting facility to all Members, enabling them to cast their votes electronically on all resolutions set out in the Notice. This facility is provided in accordance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the relevant circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI).

Detailed instructions for remote e-voting and e-voting during the AGM are provided in the Notice convening the ensuing Annual General Meeting and forming part of this Annual Report.

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 records their deep admiration for the commitment and contribution of your Companys employees. Your support as shareholders 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 : July 20, 2026