TOMORROW TECHNOLOGIES GLOBAL INNOVATIONS LIMITED — Proxy Solicitation & Information Statement 2024

Nov 19, 2024

A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI 400057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

CNI RESEARCH LIMITED

To, The Manager Department of Corporate Services BSE Ltd. Dalal Street, Fort Mumbai – 400 001

Sub.: - Postal Ballot Notice of the Company and Intimation of E-voting.

Ref.:- Scrip Code – 512018

Dear Sir / Madam,

With regards to the captioned subject find enclosed herewith Postal Ballot Notice of the CNI RESEARCH LIMITED.

Furthermore, E-voting for the said postal Ballot will start from 21-11-2024 at 09.00 AM and will end at 20-12-2024 at 05.00 PM.

Time Line for the said Postal Ballot is enclosed herewith.

Kindly take the same on your records.

FOR CNI RESEARCH LIMITED

KISHOR PUNAMCHAND OSTWAL Digitally signed by KISHOR PUNAMCHAND OSTWAL DN: c=IN, o=Personal, title=7867, 2.5.4.20=968f58337ff7e5a58c74e0fd59a4279ee6e2b4b72fc26537dae49ddae8c817ce, postalCode=400057, st=Maharashtra, serialNumber=85ae224d5ad4f1e13804bbacd2486d2ba97c684c8da32322b19b046a003711b3, cn=KISHOR PUNAMCHAND OSTWAL Date: 2024.11.19 17:58:17 +05'30'

KISHOR OSTWAL MANAGING DIRECTOR DIN: 00460257

CNI RESEARCH LIMITED A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI 400057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

POSTAL BALLOT CALENDAR-2024- CNI RESEARCH LIMITED

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S. No. STEPS / ACTIVITIES DATE
1. Intimation about Stock Exchange 13/11/2024
2. Board Meeting 18/11/2024
Cut-off date for ascertaining the list of shareholders to
3. whom Notice of Postal Ballot will be sent and also for 15/11/2024
reckoning voting rights
4. Date of Activation of EVSN 19/11/2024
5. Date of Completion of Printing of Notices 19/11/2024
Date of completion of Dispatch of Postal Ballot Notice and
6. 19/11/2024
Forms
Date of submission of Postal Ballot Notice to the Stock
7. 19/11/2024
exchange
Publishing Advertisement in a leading newspaper and
8. vernacular newspaper giving details of dispatch of Notice 19/11/2024
and postal ballot forms
9. Date of submission of Advertisement to the Stock exchange 19/11/2024
10. Date of commencement of voting (e-voting and physical) 21/11/2024
Last date of e-voting period / Receipt of Postal ballot forms
11. 20/12/2024
by Scrutinizer
12. Date of submission of Results by Scrutinizer to Chairman On or before 21/12/2024
Date of declaration of results of Postal ballot by Chairman
13. On or before 21/12/2024
of the company
Date of signing the minutes by the Chairman in which the
14. On or before 21/12/2024
result of Postal ballot was recorded
Date of returning the Postal ballot papers, registers and
15. other related papers to the company secretary by the After 21/12/2024
Scrutinizer
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R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

CNI RESEARCH LIMITED

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Notice is hereby given that the resolutions set out below are proposed to be passed by the members of CNI RESEARCH LIMITED (“the Company”) by means of Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, Circulars and Notifications thereunder issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time).

The Company is sending the Postal Ballot Notice to those Members whose names appear on the Register of Members / List of Beneficial Owners as on Monday, November 18, 2024, being the cut-off date for the purpose, in electronic form to those Members whose email address is registered with Link Intime India Pvt Ltd, the Company’s Registrar and Share Transfer Agent (“Registrar and Transfer Agent”).

Pursuant to Sections 102 and 110 and other applicable provisions of the Act read with rules, the Statement setting out the material facts and the reasons / rationale pertaining to the said Resolutions is annexed to this Postal Ballot Notice for your consideration and forms a part of this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”).

The Board of Directors has appointed M/s. Mayur More & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be Final. The Company has engaged the services of https://www.evotingindia.com/ as the agency to provide e-voting facility. In accordance with the MCA General Circular No. 09/2023 dated September 25, 2023, (MCA Circular), Postal Ballot Notice is being sent only through electronic mode to the shareholders whose names appear in the Register of Members / Register of Beneficial Owners, as on Monday, November 18, 2024, and whose email address

CNI RESEARCH LIMITED

R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copy of Postal Ballot Notice along with Postal Ballot Forms and prepaid business envelope will not be sent to the shareholders for this Postal Ballot and members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the Notes section of this Postal Ballot Notice to cast their vote electronically which begins on Thursday, November 21, 2024 at 9:00 a.m. (IST) and ends on 5:00 p.m. (IST) on Friday, December 20, 2024 (the last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorized by him. The results of e-voting will be announced on or before Saturday, December 21, 2024 and will be displayed on the Company's website at https://www.cniresearchltd.com/ and will also be communicated to the Stock Exchange(s) i.e., BSE Limited at www.bseindia.com, and on the website of "CDSL E- voting" at https://www.evotingindia.com/. The Company will also display the results of the Postal Ballot at its Registered Office. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Friday, December 20, 2024.

SPECIAL BUSINESS

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies act, 2013 and subject to the approval of Shareholders in Extra Ordinary general meeting or any other authority as may be necessary, the consent of the Board be and is hereby given to change the name of the Company from CNI RESEARCH LIMITED TO TOMORROW TECHNOLOGIES GLOBAL INNOVATIONS LIMITED ”

“FURTHER RESOLVED THAT the Name Clause being Clause I in the Memorandum of Association of the Company be altered accordingly and substituted by the following clause:

The Name of the Company will be above “ TOMORROW TECHNOLOGIES GLOBAL INNOVATIONS LIMITED ” In MOA.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized, to do all acts, deeds, and execute such document as deem necessary, proper or desirable for the purpose of giving effect to the aforesaid resolution along with filing of necessary e-forms with the Registrar of Companies, Mumbai or the Central Registration Centre

R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

CNI RESEARCH LIMITED

Manesar

Registered Office: Cni Research Limited CIN: L45202MH1982PLC041643 Regd. Off.: A-120, Gokul Arcade, Sahar Road, Vile Parle (East), Mumbai – 400 057 Tel: 91 -22 -49737861 Email: chamatcar@chamatcar.com Website:www.cniresearchltd.com

By order of the Board, for CNI Research Limited

KISHOR PUNAMCHAND OSTWAL Digitally signed by KISHOR PUNAMCHAND OSTWAL DN: c=IN, o=Personal, title=7867, 2.5.4.20=968f58337ff7e5a58c74e0fd59a4279ee6e2b4b72fc26537dae49ddae8c817ce, postalCode=400057, st=Maharashtra, serialNumber=85ae224d5ad4f1e13804bbacd2486d2ba97c684c8da32322b19b046a003711b3, cn=KISHOR PUNAMCHAND OSTWAL Date: 2024.11.19 17:58:46 +05'30'

Kishor Ostwal Managing Director DIN no 00460257

Gurugram.”

R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

CNI RESEARCH LIMITED

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

As per Section 13 Rule 8 (b) (ii) the name of the Company should be in consonance with principal objects of the Company as set out in Memorandum of Association.

The Company has changed the main business activities to Technologies related objects like Artificial Intelligent, Computer Programming etc

In order to comply with provisions of new Companies Act, 2013, Company has decided to change the name subjected to members approval from present name Cni Research Limited to Tomorrow Technology Global Innovations Limited as name approved by ROC / CRC / Central Government.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution.

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, setting out material facts relating to the resolution proposed to be passed is annexed hereto.

2. The Ministry of Corporate Affairs (‘MCA’), vide its General Circular No. 20/2020 dated May 5, 2020 read with General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021, 21/2021 dated December 14, 2021, 10/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (‘MCA Circulars’), has allowed the Companies to transact items through electronic mode.

3. The Company has appointed M/s. Mayur More & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. The Scrutinizer will submit his report after completion of the scrutiny to the Chairman and Managing Director of the Company or any person authorized by him. The result of the e- voting will be announced on or before December 21, 2024 and the same will be communicated to the BSE Limited and shall also be available on the Company’s website (https://www.cniresearchltd.com/) and on CSDL E-voting web link (https://www.evotingindia.com/) and also will be displayed at the Registered Office and the Corporate Office of the Company. The Resolution, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting i.e. December 20, 2024.

CNI RESEARCH LIMITED

R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

1. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent by electronic mode only to those members whose names appear in the Register of Members / List of Beneficial Owners as on November 15, 2024 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes will not be sent to the members for this Postal Ballot.

2. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

3. This Postal Ballot Notice will also be available on the Company's website at https://www.evotingindia.com/, websites of the Stock Exchanges, that is, BSE Limited at www.bseindia.com, and on the website of CDSL E-voting at https://www.evotingindia.com/.

4. Pursuant to the applicable provisions of the Act and Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company can serve notices and other communication through electronic mode to those Members who have registered their e-mail addresses either with the Depository Participant(s) or the Company. Members who have not registered their e-mail addresses so far, are requested to register their email addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to update their email addresses with the Company’s RTA.

5. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to chamatcar@chamatcar.com.

6. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

7. The Results declared will be available on the website of the Company at https://www.cniresearchltd.com and on e-voting Service Provider’s website

CNI RESEARCH LIMITED

R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

chamatcar@chamatcar.com, not later than 2 working days from the conclusion of the e-voting and shall also be communicated to the Stock Exchanges i.e. BSE Limited.

1. As per Regulation 40 of Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

2. Non-resident Indian members are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant(s), as the case may be: (a) the change in the residential status on return to India for permanent settlement; and (b) the particulars of the NRE account with a Bank in India, if not furnished earlier.

3. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to Link Intime India Pvt Ltd in case the shares are held by them in physical form.

4. In terms of SEBI circular dated March 16, 2023 and related circulars, Members holding shares in physical form are requested to register / update their PAN, e-mail address, Postal Address with PIN, bank details, nomination and other KYC details.

A. THE INSTRUCTIONS FOR SHAREHOLDERS VOTING ELECTRONICALLY ARE AS UNDER:

• i. The voting period begins on Thursday, 21[st] November, 2024 9.00 am and ends on Friday, 20[th] December, 2024 5.00 pm. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, 15[th] November, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii. The shareholders should log on to the e-voting website www.evotingindia.com.

CNI RESEARCH LIMITED

R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

• iii. Click on Shareholders / Members

• iv. Now Enter your User ID

• (a) For CDSL: 16 digits beneficiary ID,

• (b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• (c) Members holding shares in Physical Form should enter Folio Number registered with the

Company.

• v. Next enter the Image Verification as displayed and Click on Login.

• vi. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• vii. If you are a first-time user follow the steps given below:

CNI RESEARCH LIMITED

R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

	PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company / Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field. The sequence number is printed on the Address sticker in case of the dispatch of the Annual Report through physical mode and mentioned in the covering e-mail in case of dispatch of soft copy.
	DOB	Enter the Date of Birth (“DOB”) as recorded in your demat account or in the Company records in dd/mm/yyyy format.
	DIVIDEND BANK ACCOUNT	Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said demat account or folio no. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the Depository or Company, please enter the DP ID and Client ID / folio number in the Dividend Bank details field as mentioned in Step 3.
	viii. After entering these details appropriately, click on “SUBMIT” tab. ix. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. x. For Members holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice. xi. Click on the EVSN for the relevant on which you choose to vote.

CNI RESEARCH LIMITED

R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

• xii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• xiv. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xvi. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xvii. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.

• xviii. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

Note for Non-Individual Shareholders and Custodians

• → Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

→ A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

→ After receiving the login details a Compliance User should be created using the

CNI RESEARCH LIMITED

R/O:- A/120 GOKUL ARCADE SAHAR ROAD VILE PARLE EAST MUMBAI – 400 057 PHONE NO. 022-49737861 EMAIL – chamatcar@chamatcar.com CIN NO. L45202MH1982PLC041643

admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

→ The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

→ A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• xix. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.