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 company's 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 company's 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 company's 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 Auditor's 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 company's 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 world's 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
Company's 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 Board's 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 COMPANY'S 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 associate's 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 Board's 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 director's 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 Company's operations in future.
Your director's 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
company's website https://www.cniresearchltd.com/.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the period under review, your company doesn't 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 employee's
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 Board's 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 company's shares are listed.
ACKNOWLEDGEMENTS
Your director's 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
|