CNI Research Ltd Directors Report

To,

The Members,

Tomorrow Technologies Global Innovations Limited CIN: L45202MH1982PLC041643

Your directors have pleasure in presenting herewith the Forty - third (43rd) Annual Report of the company together with Standalone and Consolidated Audited Accounts for the year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Total Income	444.19	1058.43	444.19	1058.43
Profit/(Loss) before Depreciation	(393.68)	84.99	(393.68)	84.99
Less: Depreciation & Amortization	-	-	-	-
Share of Profit/ (Loss) in Associate	-	-	(94.75)	-
Profit/(Loss) before tax	(393.68)	84.99	(488.43)	84.99
Provision for tax net off Deferred Tax	-	1.48	0.03	1.48
Profit/(Loss) after Taxation	(393.71)	83.51	(488.46)	83.51

Your companys total revenue for the period came at Rs. 444.19 lakh. Over 90% of the revenue came from Equity segment. After a muted performance in the previous year, Indian capital markets surged on the backdrop of recovering the economy and strong macroeconomic data which benefited the companys financial performance as well. The company achieve in total revenue of Rs. 444.19 Lakhs against 1058.43 Lakhs in previous year, the same effect on companys EBITDA of Rs. (393.68) against Rs. 84.99 in previous year.

Segment wise or product wise performance

Particular / Segment	Year ended 31st March, 2025
Rs. In Lakh	Equity	ContentSale	Other Business lncome	Research Product Sale	Total
Revenue (Net)	420.78	21.40	(309.18)	0	132.99
Profit /(Loss) before tax	6.34	(90.90)	(309.18)	0	(393.74)

Note: Segmental revenue (net) break-up excludes dividend income

(Due to change in the business, your company had to liquidate equity holdings hence reported losses) CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its associate for F.Y. 2024-25 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act) and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”) as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report.

CHANGE OF NAME & CHANGE OF MAIN OBJECTS

During the reporting period, the company underwent a formal change of name from Cni Research Ltd to Tomorrow Technologies Global Innovations Limited, effective from 01/01/2025. This change was approved by the Board of Directors and ratified by the shareholders through Postal ballot and the result declared on 20/12/2024.

The decision to change the companys name reflects a strategic shift in our business focus towards Artificial Intelligence (AI) and emerging technologies. The new name aligns more closely with our evolving identity, mission, and the nature of our operations, which now include:

• Development and deployment of Al-driven solutions

• Machine learning model training and consulting

• Al-powered data analytics and automation

• Research and development in responsible and ethical Al applications

• Al education, training, and capacity-building services

This rebranding is part of our broader vision to position the company as a leading player in the Al sector while continuing to uphold the values and standards that define our organization.

All statutory and regulatory formalities related to the name change have been duly completed and acknowledged by the relevant authorities.

FUTURE PROSPECT

• Global DevOps KPO for the consortium, directly or via additional subsidiaries (domestic or foreign) for all IPs of the consortium companies, for which it shall receive compensation at an appropriately determined value.

• This business has potential to further scale up by becoming the worlds only dedicated DevOps KPO focused on emerging technologies.

• Manage India domestic billing for applications, software sales, platform services and other related activities of the consortium companies natively and repatriate (subject to transfer pricing rules.)

• We are in talks for newer technology of AI / blockchain etc which is already been informed to the stakeholders. If related issues are getting addressed which will streamline further process & speed up the business.

• Based on its growth & potential, the Company via the DevOps KPO would also develop & manage its own emerging tech IPs focused globally to which the consortium would dedicate significant time and energy.

• Company shall own all the IP developed by it making it a key player in the emerging technologies domain FATE OF ACHIEVEMENT

Your Company shall enter the business of developing emerging tech IP as well as monetizing the IP through applications, software sales, platform services and other related activities. Either organically, or via acquisition, set up a tech development & operations (DevOps) KPO for emerging technologies.

RISK

Artificial Intelligence (AI) presents a range of global risks, including economic inequality, cybersecurity threats, and the potential for misinformation and manipulation.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the company has not required to transfer to Investor and Education Protection fund (IEPF).

DIVIDEND

Your directors have not yet recommended any dividend for the year under review.

CAPITAL STRUCTURE

As on date the paid - up share capital of the company is 11,48,04,500.

The details of Authorized Capital, Subscribed Capital & Paid-up Capital is as under: -

Particulars	2024-25	2023-24
	Rs.	Rs.
Authorized Capital	80,00,00,000	12,00,00,000
Subscribed & Paid up Capital	11,48,04,500	11,48,04,500

DEPOSITS

The company has neither accepted nor renewed any deposit from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year ended March 31,2025.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the year under review, Mr. Ramkripal Prashant Verma was appointed as an Additional Non-executive independent director on the Board of the Company with effect from 01/04/2024 and the same re-appointed as Director Non-executive independent at 42nd AGM held on 26th June 2024, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company. The Board recommends the appointment of Mr Verma as a director liable to retire by rotation, for the approval of the members at the ensuing Annual General Meeting.

The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing the candidature of Mr. Ramkripal Prashant Verma for the office of Director. The Board is of the opinion that the appointment of Mr. Ramkripal Prashant Verma would be in the best interest of the Company and accordingly recommends the resolution for approval of the shareholders.

Mr. Ramkripal Prashant Verma brings with 20 years industry experience and the Board believes that Mr Verma association will be beneficial to the Company.

During the year under review, Mr. Ashish Jain was appointed as the Chief Financial Officer (CFO) of the Company with effect from 01/04/2024, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules thereunder.

Mr. Ashish Jain is a Commerce Graduate and has experience of 2 decades in the field of managing customer relation. The Board believes that Mr. Jain expertise will significantly contribute to the financial management and strategic growth of the Company.

The Board places on record its appreciation for his willingness to accept the role and extend full support in strengthening the financial position of the Company.

As on March 31,2025 your Company has 5 Directors, which includes 3 Independent Directors (IDs), 1 Non-Executive Director (NEDs). The Key Managerial Personnel (“KMP”) of the Company includes Chief Financial Officer and Company Secretary.

Mrs. Sangita K Ostwal, Director (DIN: 00297685), retires at this Annual General Meeting and being eligible offers herself for re-appointment. A brief profile of Mrs. Sangita K Ostwal has been included in the notice convening the ensuing Annual General Meeting.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from Independent Directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down under Section 149(6) and as per Schedule IV of the Companies Act, 2013.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE & EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Pursuant to Rule 8(5) of the Companies (Accounts) Rules, 2015, Company should include a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors

Name of the Director	Date of Appointment / Reappointment	integrity, expertise and Experience	Proficiency
Mr. Mayur Shantilal Doshi	01/04/2024	Mr. Mayur Shantilal Doshi is Diamond Trader. Mr. Doshi has vast and rich experience in finance, marketing, administration and human resource etc. Mr. Doshi is associate with the Company since year 2002. The Company has re-appointed him as Non-Executive, Independent Director for 5-year wef 01/04/202 in its 42nd AGM held on 26th June, 2024	Marketing, Finance
Mr. Arun Kumar S Jain	01/04/2024	Mr. Arun Kumar S Jain is fellow member of the Institute of Chartered Accountants of India, Mr. Jain has rich experience and expertise of Accounting, Finance, Taxation etc. The Company has re-appointed him as NonExecutive, Independent Director for 5-year wef 01/04/2024 in its 42nd AGM held on 26th June, 2024	Taxation, Accounting, Finance
Mr. Ramkripal Prashant Verma	01/04/2024	Mr R K Prashant Verma has completed his Bachelors of Commence from Mumbai University. Mr. Verma has Creative and visionary Film Director with 20 years of career experience working primarily for independent film companies. Displays excellent communication and decision making skills. Possesses exceptional multitasking abilities. Adept in leading multifunctional teams in delivery quality films. Mr. R K Prashant Verma is very good thinker, Entrepreneur, Director, Editor, Novelist, Poet, Story Screenplay and dialogue writer. Mr. Verma have been done some business seminar for business platform between India and overseas with the help of Indian Merchant Chambers, FICCI, Hindustan commerce of chamber, Singapore commerce of chamber and others countries business association group. The Company has re-appointed him as Non-Executive, Independent Director for 5-year wef 01/04/2024 in its 42nd AGM held on 26th June, 2024.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year nine board meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Listing Regulations

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provision of the Companies Act, 2013 the Independent Directors held a meeting on March 25, 2025 and they, inter alia:

• Reviewed the performance of non-independent directors and

• The Board as a whole;

• Assessed the quality, quantity and timeliness of flow of information between the

Companys Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, a detailed report on Corporate Governance forms a part of this Annual Report. A certificate from Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, is given in a separate statement which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters related to business performance as stipulated in Regulation 34 of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, is given in a separate statement which forms part of this Annual Report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had prescribed the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints related to sexual harassment had been received by the Internal Complaints Committee.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the period under review, your company did not receive any such kind of order from the regulator or Courts or Tribunals.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

I. Internal Control Systems and their Adequacy

The Company has in place adequate internal controls commensurate with the size of the Company and nature of its business and the same were operating effectively throughout the year. Internal Audit is carried out by external auditors and periodically covers all areas of business.

The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the company and accounting procedures at all the locations of the company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board.

II. Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

DETAILS OF JOINT VENTURE, ASSOCIATES OR SUBSIDIARY COMPANY

Dring the FY 2024-25 the following company have become to be Subsidiary, Joint Venture, or associates

Name of the Company	Nature of relationship
M/s Teknopoint Mercantile Company Private Limited	Became an associates company wef 06/08/2024

Details of subsidiaries, associate companies and joint venture companies are set out in the statement in Form AOC-1, pursuant to Section 129 of the Companies Act, 2013 (“Act”) and, is attached, herewith, as Annexure “II”.

STATUTORY AUDITORS

M/s Gupta Raj & Co, Chartered Accountants (Firm Registration No. 001687N), tendered their resignation as the Statutory Auditors of the Company with effect from 25/08/2025, due preoccupation. The Board of Directors placed on record their appreciation for the professional services rendered by M/s Gupta Raj & Co, during their tenure as Statutory Auditors of the Company.

In accordance with the provisions of Section 139(8) of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board appointed M/s J A Rajani & Co, Chartered Accountants (Firm Registration No. 108331W), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the previous auditors. The said appointment subject to the approval of a members at the annual general meeting.

MAINTENANCE OF COST RECORDS

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

REVIEW OF AUDITORS REPORT

Your directors are pleased to inform you that the Statutory Auditors of the company have not made any adverse or qualified remarks in their audit report.

COMMITTEES

During the year, in accordance with the Companies Act, 2013 and relevant provision of SEBI (listing obligation and disclosure requirement) Regulation 2015, the Board re-constituted some of its committees. There are currently Three Committees on our Board which are as follows:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

Details of all the aforementioned committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Mayur More & Associates, Practicing Company Secretaries, is appended as Annexure - II and forms part of this report.

STATUTORY COMPLIANCE

The Board and the Compliance Officer have ensured compliances of the SEBI regulations and provisions of the Listing Agreement. Compliance certificates are obtained and the Board is informed of the same.

ANNUAL RETURN

According to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed In the Boards report. The Annual Return of the Company has been placed on the website of the Company and can be accessed at https://www.cniresearchltd.com/

CORPORATE SOCIAL RESPONSIBILITIES

During the year under review, provision of Corporate Social Responsibility (CSR) Rule has not applicable to your company.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Details relating to deposits covered under Chapter V of the Act;

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report;

iv. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries/Associates;

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the financial year end on 31st March, 2025 and of the profit and loss of the company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis;

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

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

VIGIL MECHANISM POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company at https://www.cniresearchltd.com/ under investors/policy documents/Vigil Mechanism Policy link.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the companys website https://www.cniresearchltd.com/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review, your company doesnt have any transaction relating to loans, guarantee or investments under section 186.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has not entered into any kind of contract / arrangement / transaction with related parties.

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

Since the company is engaged in the service industry, the company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the company is operating and to ensure that the company uses the most suitable technology. During the year, the company had earned Rs. Nil (---) in the form of Royalty for sale of research reports. There is no outgoing in the form of foreign exchange. This does not include payments received from overseas partners and customer directly in Indian rupees.

The report in the prescribed format is given in Annexure - I

MANAGERIAL REMUNERATION

A. Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

sr No	Particulars	Kishor P Ostwal	Sangita Ostwal
1	The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year	01:00.1	01:00.2
2	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year	NA	NA
3	The percentage increase in the median remuneration of employees in the financial year	Nil	Nil
4	The number of permanent employees on the rolls of company	4	4
5	Average percentile 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	NA	NA
6	Affirmation that the remuneration is as per the remuneration policy of the company	Remuneration is as per the Companies policy	Remuneration is as per the Companies policy

B. Details of every employee of the company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There are no employees drawing remuneration in excess of the limits specified in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 further amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. The details of the top ten employees in terms of remuneration drawn and the name of every other employee as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection during working hours at the Registered Office of the Company during year.

C. Any director who is in receipt of any commission from the company and who is a Managing Director or Whole Time Director of the company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Boards Report.

During the period under review, Mr. Kishor P Ostwal, Managing Director and Mrs. Sangita Ostwal, Non-executive director of the company drawing remuneration.

LISTING WITH STOCK EXCHANGES

The company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE Limited where the companys shares are listed.

ACKNOWLEDGEMENTS

Your directors take this opportunity to thank its channel partners, all employees, analysts, economists, company secretary, registrar, depository, exchange authorities and bankers who were instrumental in improving the operations of the company.

For Tomorrow Technologies Global Innovations Limited

Kishor P. Ostwal

Chairman & Managing Director

DIN - 00460257

Place: Mumbai

Date: 01/09/2025