To,

The Members

South West Pinnacle Exploration Limited

Your Director's are pleased to present the 17^th Annual report on the business and operations together with the Company's audited financial statements and the auditors' report thereon for the financial year ended March 31,2023.

Amounts in Lacs

DIVIDEND

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

OPERATION HIGHLIGHTS

A. Exploration, Infrastructure and Allied Services

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

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

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

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

B. Progress in development of Coal Block

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

C. Operations in Oman

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

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

COMPANY'S AFFAIRS

South West Pinnacle Exploration Limited (SWPEL) is an Integrated Service Provider, providing end-to-end drilling & exploration of natural resources (Coal, Ferrous, Non-Ferrous & Atomic Minerals and Conventional & non conventional Oil & Gas). Apart, the company has won a coal block in the state of Jharkhand having a geological reserve of over 84 million tons. It has signed a Coal Mine Development and Production Agreement with the Ministry of Coal(MOC), Government of India for the same. A vesting order has also been issued by MOC in this regard.

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

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

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

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

SIGNIFICANT FEATURES

Full-fledged Exploration Service Company

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

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

Niche Capabilities

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

Robust Asset Utilization

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

Next level of Growth

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

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

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

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

TRANSFER TO RESERVES

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2023 AND THE DATE OF REPORT

Except as disclosed elsewhere in this Annual Report, there have been no material changes and commitments which can affect the financial position of the Company between the closing of the financial year of the Company i.e. 31 March, 2023 till the date of this report.

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Subsidiary Companies

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

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

Joint Ventures

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

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

Associate Company

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“Act”), a statement containing brief financial details of the Company's subsidiaries, associate companies and joint ventures for the financial year ended March 31, 2023 in Form AOC-1 is annexed to the financial statements of the Company as Annexure-I and also available on company's website at www.southwestpinnacle.com.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the company during FY 2022-23 except one change i.e. we have started doing test marketing of coal during the year to understand the nuances of coal business in advance before start of our own coal production.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

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

SHARE CAPITAL

During the year FY 2022-23 under review, there is no change in the Authorised, Subscribed and Paid-up share capital of the company. The present share capital of the company are as follows: -

Authorised Capital-

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

Paid Up & Issued Share Capital-

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

PUBLIC DEPOSITS

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

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Our company has a strong Internal control System which commensurate with its' size, scale and complexity of its operations. The audit committee comprises of professionally qualified Directors, who interact with the statutory auditors on regular basis, internal auditors and management in dealing with matters within its terms of reference. Your company has a proper and adequate system of internal controls and ensures that each transaction is authorized, recorded and reported correctly and assets are safeguarded and protected against loss from any unauthorized use or disposition.

The Documented policies, guidelines and procedures are in

I place for effective management of internal financial controls to maintain its' objectivity and independence. The Internal auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

Based on the report of Internal Auditor, respective process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and the necessary corrective actions are presented to the Audit Committee. In addition, the company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting at regular intervals, internal teams test identified key controls.

AUDITORS

(i) Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act 2013 and the rules framed there under, the company at its AGM held on 14^th September, 2019 appointed M/s Doogar & Associates, Chartered Accountants (Firm registration No. 000561N) as the statutory auditor of the company for a term of 5 (Five) consecutive years from the conclusion of the 13^th annual general meeting upto the of conclusion of 18^thannual general meeting of the company.

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

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

(ii) Secretarial Auditor

In compliance with section 204 of the Companies Act 2013, the Board of Directors has appointed M/s KKS & Associates, Company Secretaries (Prop. Mr. Krishna Kumar Singh, FCS No. 8493), Practicing Company Secretary as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2022-23. The Secretarial Auditor's Report, in ^ the prescribed format, for the period ended March 31, 2023 is annexed to this Directors' Report as Annexure-V and forms part of the Board Report. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, Pursuant to regulation 24(A) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 read with SEBI circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the company is required to submit Annual Secretarial Compliance Report for the Year ended March 31, 2023. In compliance of above said provisions, the company obtained Annual Secretarial Compliance Report for FY 2022-23 from M/s KKS & Associates, Company Secretaries dated 18.05.2023 and submitted the same to stock exchange within prescribed time.

(iii) Internal Auditors

The internal auditor performs an independent check of effectiveness of key controls in identified areas of internal financial control reporting. Mr. Palav Jain, a Chartered Accountant and Internal Auditor of the Company performed his duties of internal auditor and conducted Audit of the Company during FY 2022-23. The Internal Audit report relating to Financial Year 2022-23 was reviewed by the audit committee and taken note by the board of Directors of the company.

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

QUALIFICATIONS IN AUDIT REPORTS

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Institute of Company Secretaries of India ('ICSIJ vide notification issued on October 1, 2017 has mandated compliance with the Secretarial Standards on board meetings and general meetings. The Company is duly complied with applicable secretarial standards read together with circulars issued by Ministry of Corporate Affairs for the Board Meetings and General Meetings conducted by company during the FY 2022-23.

EXTRACT OF THE ANNUAL RETURN

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

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

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

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

FOREIGN EXCHANGE EARNINGS/ OUTGO

CORPORATE SOCIAL RESPONSIBILITY

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

SUSTAINABILITY AND GREEN INITIATIVES

Sustainability is embedded into the vision and mission of SWPE since inception. Triple Bottom Lines People Planet-Profit are the corner stones of our commitment to responsible business. We have in place a focused sustainability framework, with pillars of workplace sustainability, ecological 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. Our CSR efforts continue to create sustainable impacts the communities. Responsibility is an integral part of our organization, and the challenging year found us reiterating the fact as a green initiative, we send annual Reports by email every year to those shareholders who have registered their email IDs with the company/ Depository Participant/Registrar and Share transfer agent as a part of green initiative.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

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

KEY MANAGERIAL PERSONAL (KMP)

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

INDEPENDENT DIRECTORS

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

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

CHANGE IN BOARD OF DIRECTORS

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

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

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

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

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

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

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of your Company met 7 (seven) times during the FY 2022-23.The dates of the board meetings are May 23, 2022; June 06, 2022; August 08,2022; September 08, 2022; November 14, 2022; February 13, 2023 and March 20, 2023. The necessary quorum was present for all the meetings.

The company holds the board meeting in compliance with law and the gap between two meetings did not exceed one hundred and twenty days during the FY 2022-23. The detailed agenda and notes thereon are sent to all the directors seven days in advance from the date of Board Meeting. The Managing Director appraised the Board on the overall performance of the Company at every Board Meeting. The Board reviews the performance of the Company and sets the strategy for future. The Board takes on record the actions taken by the company on all its decisions periodically.

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

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

All the Independent Directors of the Company have complied with the requirement pertaining to the inclusion of their names in the data bank of independent directors maintained by Indian

Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

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

MEETING OF INDEPENDENT DIRECTORS

During the financial year 2022-23, the meeting of Independent Director was held on February 13, 2023 to review the performance of Non-IndependentDirectors of the company.

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

BOARD EVALUATION

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

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

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

BOARD COMMITTEES

As required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed all the statutory committees namely, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders' Relationship Committee. Detailed information about these Committees and relevant information for the year under review are given in the Corporate Governance Report.

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

Presently, the Board has Four (4) Committees i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee & Corporate Social Responsibility Committee, constitution of which is given below:

AUDIT COMMITTEE

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

NOMINATION & REMUNERATION COMMITTEE

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

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

DISCLOSURE OF NOMINATION AND REMUNERATION POLICY

The board on recommendation of Nomination and Remuneration Committee approved Remuneration Policy for Director, KMP and Senior Management Employee are also available at the website www.southwestpinnacle.com of the Company.

STAKEHOLDER RELATIONSHIP COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

RELATED PARTY TRANSACTIONS

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

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

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

INTEGRATED REPORT

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

RISK MANAGEMENT POLICY

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment.

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

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

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

WHISTLE BLOWER

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

VIGIL MECHANISM

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

The Company had adopted a Code of conduct for Directors and Senior Management Executives (“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, in respect of Managerial Personnel, Directors and Employees of the Company as detailed below:-

Notes: -

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

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

PREVENTION OF INSIDER TRADING

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

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

The company's equity shares continue to be listed on the National Stock Exchange of India (NSE) which has nation wide trading terminals. The company has paid the Annual Listing Fees to NSE for the Financial Year 2022-2023. All compliances with respect to the SEBI (Listing Obligating and Disclosure Requirements) Regulations 2015 have been duly made by the company.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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 had prepared the annual accounts on a going concern basis;

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

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

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & disclosure Requirements) Regulations, 2015 read with circulars issued bythe Ministry of Corporate Affairs and Securities and Exchange Board of India. The instruction(s) for “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 Company's operations in the future. There is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

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

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