Directors Report of Tomorrow Technologies Global Innovations Ltd.

Mar 31, 2025

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

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 / Re¬ appointment	integrity, expertise and Experience	Proficiency
Mr. Mayur Shantilal	01/04/2024	Mr. Mayur Shantilal Doshi is Diamond Trader. Mr. Doshi	Marketing,
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	Finance
Mr. Arun Kumar S	01/04/2024	Mr. Arun Kumar S Jain is fellow member of the Institute	Taxation,
Jain		of Chartered Accountants of India, Mr. Jain has rich experience and expertise of Accounting, Finance, Taxation etc. 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	Accounting, Finance

	Date of
Name of the	Appointment	Integrity, expertise and Experience	Proficiency
Director	/ Re-
	appointment
Mr. Ramkripal	01/04/2024	Mr R K Prashant Verma has completed his Bachelors
Prashant Verma		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

---

Mar 31, 2024

The directors have pleasure in presenting herewith the Forty - second (42nd) Annual Report of the company together with Standalone Audited Accounts for the year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

Particulars	2023-24	2022-23
	Rs. in Lakh	Rs. in Lakh
Total Income	1042.05	958.78
Profit/(Loss) before Depreciation	84.99	(85.66)
Less: Depreciation & Amortization	-	-
Profit/(Loss) before tax	84.99	(85.66)
Provision for tax net off Deferred Tax	1.48	0.04
Profit/(Loss) after Taxation	83.51	(85.7)

Your company’s total revenue for the period came at Rs. 1042.05 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. Slightly higher than market forecast the company achieve in total revenue of Rs. 1042.05 Lakhs against 958.78 Lakhs in previous year, the same effect on company’s EBITDA of Rs. 84.99 against Rs. (85.66) in previous year.

Segment wise or product wise performance

Particular / Segment		Year ended 31st March, 2024
Rs. In Lakh	Equity	Content Sale	Other Business Income	Research Product Sale	Total
Revenue (Net)	1002.41	26.76	12.86	0	1042.05
Profit /(Loss) before tax	16.06	2.76	9.29	0	28.11

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

Retail participation in Indian stock markets has been growing in last few years driven by initiatives by the Indian government and stock exchanges to increase awareness amongst retail investors. Individual participation has increased over the years. Moreover, India has one of the highest savings rates in the world. However, a very small percent of this household savings is actually in the form of capital markets investments. We believe the development of financial markets is not possible without increased retail participation. Hence, we see tremendous opportunity in this segment for Cni in terms of content sale and equity research business. We are revamping our research and content sale business to cater to growing retail segment and execute our expansion plans.

FUTURE PROSPECT

In FY 2024, Indian economy grew at 7%, stronger than Chinese economy (CY 2016 real GDP growth of 6.7%) primarily driven by ongoing reforms undertaken by the BJP led NDA government and despite the impact of demonetization on key sectors including construction and financial services. Major initiatives undertaken by the government during FY 2023-24 includes demonetization of Rs. 500 and Rs. 1,000 notes during November 2016 and implementation of GST bill during July 2017 which is expected to underpin long-term growth prospects of the Indian economy. The implementation of GST would reduce the cascading tax effect and would bring small and medium enterprises and unorganized sectors under the purview of the tax authorities. This would further help the Indian markets to become more competitive in medium to long-term thus helping Indian businesses to compete with global competitors in terms of price and quality in the near future.

Furthermore, initiatives such as Make in India, Digital India, Smart Cities, Financial Inclusion and expansion of Large Infrastructure projects have supported India to achieve the status of the fastest growing economy of the world. Especially, initiatives such as Make in India has boosted the overall growth of SME’s where your company holds a key position in terms of advising and providing research content.

Your company’s valuable research products have enabled it to procure content sharing agreements with global financial data providers such as Thomson Reuters, Capital IQ - a division of Standards and Poor’s, Dow Jones Factiva and TheMarkets.com LLC, USA. Your company shares its research relating to small and mid-cap companies with these global providers, thus helping it to build its brand in the global markets.

In the past, your company has displayed consistency with regard to prediction of the behavior of Sensex and Nifty.

This has been possible only because of presence of in-house research capabilities. Indian Capital markets are on a bull run and with the initiation of reforms by the government, it is expected that significant funds of investments are likely to be drawn into the capital markets. Thus, Cni’s well-accepted research offerings would help investors increase their wealth. In the past years, your company had kept business expansion plans on hold due to muted market performance. However, with the markets showing positive results, your company plans to expand its content sharing business segment.

Your company is making further efforts to increase its profits in this space as right data and information is the key to success in the current business environment. During FY 2014, promoters and some investors did infuse some funds into the company. However, the company was not able to reap benefits out of the same. However, in the near future, your company may raise further funds to capitalize the growing capital markets and growth opportunities.

FATE OF ACHIEVEMENT

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award “Rashtriya Udyog Ratna Award” and “Quality Brand” from Council for Economic Growth and Research (CEGR) for the company’s outstanding contribution to society and to the nation. The fact that your company’s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Research in India is at a nascent stage unlike US and hence the true value of research is yet to be explored in real context. Your company has been rated among one of the best RESEARCH firms by another US based research firm.

Your company is the only non-broker professional research firm duly registered with SEBI under the provisions of the SEBI (Research Analysts) Regulations, 2014 hence stands out on its own.

Even with regard to the research, your company is ranked no. 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company-maintained consistency in the performance even when the equity markets are swinging 10% every time.

The continued association of all global agencies along with fresh addition to ties ups like EMIS (ISI Emerging Market UK) and Bloomberg USA clearly speaks high about the quality and brand of your company. Your company is now extending tie up in Europe.

RISK

The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. Strong decline in oil prices, slowdown in the Chinese economy and muted global growth prospects weighed on overall investment environment. Indian markets also remained volatile during the year despite policy makers continued to remain accommodative with FII favored policies. However, looking ahead, we hope investor sentiments to be boosted by on-going reforms leading to steady economic growth, greater retail participation coupled with improving global markets outlook.

Capital market ups and downs have direct impact on the revenues of your company and to minimize these risks your company has made considerable investments out of profits earned and these investments are profitable. Further, we refrained ourselves from creating physical assets and it was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. This has helped your company to sail through difficult market conditions as our costs always remained under check. We have been striking balance between executing both expansion and ambitious innovation agendas as well as managing rising costs, which is a key subject of interest for investors.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the company is 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 Rs.11,48,04,500.

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

Particulars	2023-24	2022-23
	Rs.	Rs.
Authorized Capital	12,00,00,000	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 31,2024.

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

As on March 31,2024 your Company has 4 Directors, which includes 2 Independent Directors (IDs), 1 Non-Executive Director (NEDs). The Key Managerial Personnel (“KMP”) of the Company includes Chief Financial Officer and Company Secretary.

There was no change in composition of Board of Directors and KMP of the Company.

Mr. Kishor P Ostwal, Director (DIN: 00460257), retires at this Annual General Meeting and being eligible offers himself for re-appointment. A brief profile of Mr. Kishor P 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

	Date of
Name of the Director	Appointment / Re-	Integrity, expertise and Experience	Proficiency
	appointment
Mr. Mayur Shantilal Doshi	01-04-2019	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 01/04/2019 in its 37th AGM held on 30th September, 2019	Marketing, Finance
Mr. Arun Kumar S Jain	01-04-2019	Mr. Arun Kumar S Jain is fellow member	Taxation, Accounting,
		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 Non-Executive, Independent Director for 5-year wef 01/04/2019 in its 37th AGM held on 30th September, 2019	Finance

In compliance with the provision of the Companies Act, 2013 the Independent Directors held a meeting on March 27, 2024, and they, inter alia:

i. Reviewed the performance of non-independent directors and

ii. the Board as a whole;

iii. 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.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A calendar of meeting is prepared and circulated in advance to the Directors. During the year six board meetings. The details of which are given as under:

Sr. No.	Date
Board Meeting
1	May 25, 2023
2	August 11,2023
3	November 24, 2023
4	February 07, 2024
5	March 20, 2024
6	March 26, 2024

The meetings of committees of Board of Directors held during the year as under:

Sr. No.	Date	Sr. No.	Date	Sr. No.	Date
Stakeholders Relationship Nomination & Remuneration Audit Committee Committee Committee
1	May 25, 2023	1	May 25, 2023	1	May 25, 2023
2	August 11,2023	2	August 11,2023	2	August 11,2023
3	November 24, 2023	3	November 24, 2023	3	November 24, 2023
4	February 07, 2024	4	February 07, 2024	4	February 07, 2024

In compliance with the provision of the Companies Act, 2013 the Independent Directors held a meeting on March 27, 2024 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.

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 STATEMENTSI. 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

During the period under review, your company has not entered into Joint ventures; and the company does not have Associates or Subsidiary during the period 2023-24.

STATUTORY AUDITORS

M/s. Gupta Raj & Co, Chartered Accountants, re-appointed as Statutory Auditors of the Company at the Annual General Meeting held on 29th September 2023 for the period of five (5) years

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

The extracts of Annual Return pursuant to the provisions of Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure - III and is attached to this Report.

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, 2024, 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, 2024 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 www.cniglobalbiz.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

All contracts / arrangements / transactions entered by the Company during the financial Year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had entered into certain contract / arrangement / transaction with related parties which could be considered as material in the opinion of the Board.

The particulars of such material Contracts or Arrangements made with related parties pursuant to Section 188 are furnished in Annexure - IV and is attached to this report.

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	01:02.5	01:01.5
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	10%	10%
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 2024-25 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.

---

Mar 31, 2023

Your directors have pleasure in presenting herewith the Forty - first (41st) Annual Report of the company together with Standalone Audited Accounts for the year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

Particulars	2022-23	2021-22
	Rs. in Lakh	Rs. in Lakh
Total Income		785.74
Profit/(Loss) before Depreciation	(85.66)	172.02
Less: Depreciation & Amortization	-	-
Profit/(Loss) before tax	(85.66)	172.02
Provision for tax net off Deferred Tax	0.04	0.05
Profit/(Loss) after Taxation	(85.70)	172.12

Your company’s total revenue for the period came at Rs. 958.78 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. Slightly higher than market forecast the company achieve in total revenue of Rs. 958.78 Lakhs against 785.74 Lakhs in previous year, the same effect on company’s profit of Rs. (85.70) against Rs. 172.12 in previous year. This year loss is due to onetime write off. Operationally company is EBITDA positive.

Segment wise or product wise performance

Particular / Segment	Year ended 31st March, 2023
Rs. In Lakh	Equity	Content Sale	Other Business Income	Research Product Sale	Total
Revenue (Net)	909.83	14.73	34.21	0	958.78
Profit /(Loss) before tax	29.35	(14.22)	34.21	0	49.34

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

Retail participation in Indian stock markets has been growing in last few years driven by initiatives by the Indian government and stock exchanges to increase awareness amongst retail investors. Individual participation has increased over the years. Moreover, India has one of the highest savings rates in the world. However, a very small percent of this household savings is actually in the form of capital markets investments. We believe the development of financial markets is not possible without increased retail participation. Hence, we see tremendous opportunity in this segment for Cni in terms of content sale and equity research business. We revamped our research and content sale business to cater to growing retail segment and execute our expansion plans.

FUTURE PROSPECT

In FY 2023, Indian economy grew at 6.1%, stronger than Chinese economy (CY 2016 real GDP growth of 6.7%) primarily driven by ongoing reforms undertaken by the BJP led NDA government and despite the impact of demonetization on key sectors including construction and financial services. Major initiatives undertaken by the government so far includes demonetization of Rs. 500 and Rs. 1,000 notes during November 2016 and implementation of GST bill during July 2017 which is expected to underpin long-term growth prospects of the Indian economy. The implementation of GST would reduce the cascading tax effect and would bring small and medium enterprises and unorganized sectors under the purview of the tax authorities. This would further help the Indian markets to become more competitive in medium to long-term thus helping Indian businesses to compete with global competitors in terms of price and quality in the near future.

Furthermore, initiatives such as Make in India, Digital India, Smart Cities, Financial Inclusion and expansion of Large Infrastructure projects have supported India to achieve the status of the fastest growing economy of the world. Especially, initiatives such as Make in India has boosted the overall growth of SME’s where your company holds a key position in terms of advising and providing research content.

Your company’s valuable research products have enabled it to procure content sharing agreements with global financial data providers such as Thomson Reuters, Capital IQ - a division of Standards and Poor’s, Dow Jones Factiva and TheMarkets.com LLC, USA. Your company shares its research relating to small and mid-cap companies with these global providers, thus helping it to build its brand in the global markets.

In the past, your company has displayed consistency with regard to prediction of the behavior of Sensex and Nifty. This has been possible only because of presence of in-house research capabilities. Indian Capital markets are on a bull run and with the initiation of reforms by the government, it is expected that significant funds of investments are likely to be drawn into the capital markets. Thus, Cni’s well-accepted research offerings would help investors increase their wealth. In the past years, your company had kept business expansion plans on a hold due to muted market

performance. However, with the markets showing positive results, your company plans to expand its content sharing business segment.

Your company is making further efforts to increase its profits in this space as right data and information is the key to success in the current business environment. Your company is a debt-free company and it does not intend to raise debt at this point of time. During FY 2014, some promoters and investors did infuse some funds into the company. However, the company was not able to reap benefits out of the same. However, in the near future, your company may raise further funds to capitalize the growing capital markets and growth opportunities.

FATE OF ACHIEVEMENT

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award “Rashtriya Udyog Ratna Award” and “Quality Brand” from Council for Economic Growth and Research (CEGR) for the company’s outstanding contribution to society and to the nation. The fact that your company’s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Research in India is at a nascent stage unlike US and hence the true value of research is yet to be explored in real context. Your company has been rated among one of the best RESEARCH firms by another US based research firm.

Your company is the only non-broker professional research firm duly registered with SEBI under the provisions of the SEBI (Research Analysts) Regulations, 2014 hence stands out on its own.

Even with regard to the research, your company is ranked no. 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company-maintained consistency in the performance even the equity markets are swinging 10% every time.

The continued association of all global agencies along with fresh addition to ties ups like ISI Emerging Market UK and Bloomberg USA clearly speaks high about the quality and brand of your company. Your company is now extending tie up in Europe.

RISK

The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. Strong decline in oil prices, slowdown in the Chinese economy and muted global growth prospects weighed on overall investment environment. Indian markets also remained volatile during the year despite policy makers continued to remain accommodative with FII favored policies. However, looking ahead, we hope investor sentiments to be boosted by on-going reforms leading to steady economic growth, greater retail participation coupled with improving global markets outlook.

Capital market ups and downs have direct impact on the revenues of your company and to minimize these risks your company has made considerable investments out of profits earned and these investments are profitable. Further, we refrained ourselves from creating physical assets and it was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. This has helped your company to sail through difficult market conditions as our costs remained always under check. We have been striking balance between executing both expansion and ambitious innovation agendas as well as managing rising costs, which is a key subject of interest for investors.

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	2022-23	2021-22
	Rs.	Rs.
Authorized Capital	12,00,00,000	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 31,2023.

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

As on March 31,2023 your Company has 4 Directors, which includes 2 Independent Directors (IDs), 1 Non-Executive Director (NEDs). The Key Managerial Personnel (“KMP”) of the Company includes Chief Financial Officer and Company Secretary.

There was no change in composition of Board of Directors and KMP of the Company.

Mrs. Sangita Kishor Ostwal, Director (DIN: 00297685), retires at this Annual General Meeting and being eligible offers himself for re-appointment. A brief profile of Mrs. Sangita Kishor 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	01/04/2019	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 01/04/2019 in its 37th AGM held on 30th September, 2019	Marketing, Finance
Mr. Arun Kumar S Jain	01/04/2019	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 Non-Executive, Independent Director for 5-year wef 01/04/2019 in its 37th AGM held on 30th September, 2019	Taxation, Accounting, Finance

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provision of the Companies Act, 2013 the Independent Directors held a meeting on March 24, 2023, and they, inter alia:

i. Reviewed the performance of non-independent directors and

ii. the Board as a whole;

iii. 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.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A calendar of meeting is prepared and circulated in advance to the Directors. During the year five board meetings and four audit committee meetings were convened and held. The details of which are given as under:

Sr. No.	Date	Sr. No.	Date
	Board Meeting		Audit Committee
1	May 28, 2022	1	May 28, 2022
2	July 27, 2022	2	July 27, 2022
3	August 24, 2022	3	October 19, 2022
4	October 19, 2022	4	February 08, 2023
5	February 08, 2023

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provision of the Companies Act, 2013 the Independent Directors held a meeting on March 24, 2023 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.

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

During the period under review, your company has not entered into Joint ventures; and the company does not have Associates or Subsidiary during the period 2022-23.

STATUTORY AUDITORS

M/s. Gupta Raj & Co, Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment for the period of five year till conclusion annual general meeting to be held in the year 2028-29.

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

The extracts of Annual Return pursuant to the provisions of Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure - III and is attached to this Report.

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, 2023, 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, 2023 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 www.cniglobalbiz.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

All contracts / arrangements / transactions entered by the Company during the financial Year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had entered into certain contract / arrangement / transaction with related parties which could be considered as material in the opinion of the Board.

The particulars of such material Contracts or Arrangements made with related parties pursuant to Section 188 are furnished in Annexure - IV and is attached to this report.

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	01:02.5	01:01.5
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	-	-
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 2023-24 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 CNI Research Limited

Kishor P. Ostwal

Chairman & Managing Director DIN - 00460257

Place: Mumbai Date: 11/08/2023

---

Mar 31, 2018

Directors'' Report

To,

The Members,

Cni Research Limited

Your directors have pleasure in presenting herewith the Thirty Sixth Annual Report of the company together with Audited Accounts for the year ended 31st March, 2018.

Financial Highlights

	2017-18	2016-17
Particulars	Rs. in Lakh	Rs. in Lakh
Total Income	440.15	207.35
Profit/(Loss) before Depreciation	11.34	13.77
Less: Depreciation & Amortization	0.22	0.22
Profit/(loss) before tax	11.11	13.54
Provision for tax net off Deferred Tax	1.60	2.20
Profit/(loss) after Taxation	9.49	11.31

Your company''s total revenue for the period came at Rs. 440.15 lakhs. Over 97% of the revenue came from Equity segment. After substantial performance in the previous year, Indian capital markets surged further on the backdrop of recovering economy and strong macroeconomic conditions which benefited the company''s financial performance as well. The company''s total expenses increased due to increased purchase of stock-in-trade resulting in a total profit of Rs. 9.49 lakhs. Segment wise or product wise performance

Particular / Segment	Year ended 31st March 2018
Rs. In Lakh	Equity	Content Sale	Other Business Income	Research Product Sale	Total
Revenue (Net)	426.55	8.51	0.00	5.00	440.15
Profit /(Loss) before tax	28.51	-22.48	0.0	5.00	11.11

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

Retail participation in Indian stock markets has been growing in last few years driven by initiatives by the Indian government and stock exchanges to increase awareness amongst retail investors. Individual participation has increased over the years. Moreover, India has one of the highest savings rates in the world. However, a very small percent of this household savings is actually in the form of capital markets investments. We believe the development of financial markets is not possible without increased retail participation. Hence, we see tremendous opportunity in this segment for Cni in terms of content sale and equity research business. We are revamping our research and content sale business to cater to growing retail segment and execute our expansion plans.

Future Prospects

In FY 2018, the Indian economy grew at the rate of 6.7%, weaker than the Chinese economy whose GDP grew at the rate of 6.9%. A series of actions and developments at the macroeconomic front such as the implementation of the GST bill, rising real interest rates, intensifying Twin Balance Sheet challenges (TBS) and a sharp fall in certain agricultural commodities accounted for the main reasons for weak results. The Goods and Service tax (GST), which was implemented in July 2017, has been one of the biggest game-changers for the Indian economy. The government has taken several steps to modify the GST structure to harmonize and simplify the tax system. With renewed hopes to develop the nation, GST has regained momentum and expanded the growth prospects for India.

Furthermore, initiatives such as Make in India, Digital India, Smart Qties, Financial Inclusion and expansion of large infrastructure projects have supported India to achieve the status of the fastest growing economy of the world. Especially, initiatives such as Make in India has boosted the overall growth of SME''s where your company holds a key position in terms of advising and providing research content.

Your company''s valuable research products have enabled it to procure content sharing agreements with global financial data providers such as Thomson Reuters, Capital IQ-a division of Standards and Poor''s, Dow Jones Factiva and The Markets.com LLC, USA. Your company shares its research relating to small and mid-cap companies with these global providers, thus helping it to build its brand in the global markets.

In the past, your company has displayed accuracy regarding the prediction of the behavior of Sensex and Nifty. This has been possible only because of the presence of in-house research capabilities. Indian economy is in the growth phase and with the initiation of reforms by the government, it is expected that significant funds of investments are likely to be drawn into the capital markets. Thus, Cni''s well-accepted research offerings would help investors increase their wealth. Your company is a debt-free company and it does not intend to raise debt at this point of time. Although some promoters and investors did infuse some funds into the company as reported in FY 2014, the company was not able to reap benefits out of the same. In the coming years, your company may further raise funds to capitalize the growing capital markets and growth opportunities. Fate of Achievement

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for the company''s outstanding contribution to society and to the nation. The fact that your company''s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Research in India is at a nascent stage unlike US and hence the true value of research is yet to be explored in real context. Your company has been rated among one of the best RESEARCH firms by another US based research firm.

Your company is the only non broker professional research firm duly registered with SEBI hence stands out on its own.

Even with regard to the research, your company is ranked no. 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company maintained consistency in the performance even the equity markets are swinging 10% every time.

The continued association of all global agencies along with fresh addition to ties ups like EMIS (ISI Emerging Market UK) and Bloomberg USA clearly speaks high about the quality and brand of your company. Your company is now extending tie up in Europe. Risk

The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. Strong decline in oil prices, moderate growth in the Chinese economy and muted global growth prospects weighed on overall investment environment. Indian markets also remained volatile during the year despite policy makers continued to remain accommodative with Fll favored policies. However, looking ahead, we hope investor sentiments to be boosted by on-going reforms leading to steady economic growth, greater retail participation coupled with improving global markets outlook. Capital market ups and downs have direct impact on the revenues of your company and to minimize these risks your company has made considerable investments out of profits earned and these investments are profitable. Further, we refrained ourselves from creating physical assets and it was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. This has helped your company to sail through difficult market conditions as our costs remained always under check We have been striking balance between executing both expansion and ambitious innovation agendas as well as managing rising costs, which is a key subject of interest for investors. Transfer to Reserves

During the year under review, Rs.9,49,448/- amount has been transferred to Reserves. Dividend

The company is focusing on growth and hence, 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	2017-18 Rs.	2016-17 Rs.
Authorized Capital	12,00,00,000	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, 2018.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mr. Kishor Ostwal is liable to retire by rotation and being eligible offers himself for re-appointment.

The company has received declaration from all the Independent Directors of the company confirming that they meet criteria independence as prescribed under section 149(6) of the Companies Act, 2013.

Number of Meetings of The Board of Directors

A calendar of meeting is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given as under:

Sr. No.	Date	Sr. No.	Date
	Board Meeting		Audit Committee
1	May 18, 2017	1	May 18, 2017
2	August 11, 2017	2	August 11, 2017
3	November 14, 2017	3	November 14 , 2017
4	January 31, 2018	4	January 31, 2018

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.

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 Associate Companies

During the period under review, your company has one associate-Cni Info Xchange Pvt. Ltd. Statutory Auditors

The Board of Directors of the Company proposed the re-appointment M/s Gupta Raj & Co., [Firm Registration No 001687N] Chartered Accountants as Statutory Auditors for a term of five year at 35th Annual General Meeting held on 30th September, 2017, pursuant to provisions of section 139 (2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The term of appointment of M/s Gupta Raj & Co, as Statutory Auditors of the company, to hold office from upcoming AGM until the conclusion of the seventh consecutive Annual General Meeting of the Members of the Company to be held in the year 2022-23 subject to ratification by members at every Annual General Meeting.

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:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. 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.

Review of Auditor''s 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. 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.

Extract of The Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 as part of this Annual Report forming as a part of this Annual Report, as appended as Annexure -III.

Corporate Social Responsibility (CSR)

During the year under review, provision of Corporate Social Responsibility (CSR) Rule has not been applicablefor 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 the Company''s 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, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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, 2018 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 www.cniglobalbiz.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 have 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 www.cniglobalbiz.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

The company has complied with the provisions of Section 188 of the Companies Act, 2013 during the year under review. Material related party transactions which are at arm''s length are disclosed inform AOC-2 annexed in Annexure IV.

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.

During the period under review, not applicable to your company

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

C. During the period under review, no employee(s) fall under Rule 5(2)the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

D. 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. Sangjta Kishor Ostwal, Whole Time Director of the company drawing remuneration.

Listing with Stock Exchanges

The company confirms that it has paid the Annual Listing Fees for the year 2018-19 to BSE Limited where the company''s 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.

	Sd/-
	For and on behalf of Board
Place: Mumbai	Kishor P. Ostwal	Mayur Shantilal Doshi
Date: 24th August 2018	Managing Director	Director
	DIN: 00460257	DIN: 02220572

Annexure-l

In terms of section 217(1)(e) of the Companies Act, 1956, read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:

I. CONSERVATION OF ENERGY

a) Energy conservation measures taken - NIL Nature of your company''s operations entails a very low level of energy consumption.

b) Additional investments and proposals if any, being implemented for reduction of consumption of energy- NIL

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods - NIL

d) Total energy consumption and energy consumption per unit of production - NIL

II. DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,

I. Research and Development: Your company is predominantly a content creator and therefore has not set up a formal R&D unit.

II. Technology Absorption, Adaptation and Innovation:

Your Company is predominantly a content creator and therefore not set up a formal R&D unit.

III. Foreign Exchange Earnings and Outgo

Earnings in Foreign Exchange: Rs. Nil/-(FY 2017: Rs. 2,913/-) Foreign Exchange Outgo: Nil (FY2017: Nil)

Annexure-ll

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Cni Research Limited

Registered Office: A-120, Gokul Arcade, Sahar Road, Vile Parle (East), Mumbai-400057

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Cni Research Limited CIN - L45202MH1982PLC041643 ("hereinafter called the company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Cni Research Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: 1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by Cni Research Limited (''the Company'') for the financial year ended on 31st March, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under; ii. The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 (''FEMA'') and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings -Not applicable to this company;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Depositories and Participants) Regulation, 1996;

e. The Securities and Exchange Board of India (Research Analyst) Regulation, 2014;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities Contracts (Regulation) Rules, 1957;

h. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015;

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned except to the extend as mentioned below:-

The Notice for holding Board meeting for approval of Financial results and the Financial results have not been published in Newspapers as required under SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2. We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.

3. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Mumbai	For, Mayur More & Associates
Date: 31st May 2018	Company Secretaries
	Mayur More (Proprietor)
	ACS No 3529 CP No. 13104

Annexure A

To,

The Members

M/s Cni Research Limited

Registered Office: A-120, Gokul Arcade, Sahar Road, Vile Parle (East), Mumbai-400057

Our report of even date is to read a long with this letter.

1. Maintenance of secretarial record is the responsibilities of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practice and processes as were appropriate to obtain reasonable assurance about correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practice, we followed provide a reasonable basis for our opinion.

3. We have not verified correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The Compliance of the provision of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Mumbai	For, Mayur More & Associates
Date: 31st May 2018	Company Secretaries
	Mayur More (Proprietor)
	ACS No 3529 CP No. 13104

Annexure-lll Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st March, 2018

Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014.

REGISTRATION AND OTHER DETAILS:

i.	CIN	L45202MH1982PLC041643
ii.	Registration Date	12 - 04 - 1982
iii.	Name of the company	Cni Research Limited
iv.	Category / Sub-category of the company	Company Limited by Shares Indian Non Government Company
V.	Address of the Registered office and contact details	A-120, Gokul Arcade, Opp. Garware House, Sahar Road, Vile Parle (East), Mumbai - 400057, Tel: 022 - 28383889
vi.	Whether listed company	Yes
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if Any	Universal Capital Securities Pvt. Ltd. Registered Off. - 21, Shakil Niwas, Opp. Satya Sai Baba Temple, Mahakali Caves Road, Andheri (East), Mumbai, Maharashtra - 400093. Tel: 022 - 28207203-05/28257641 Fax: 022 - 28207207

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

Sr. No.	Name and Description of Main Products/Services	NIC Code of the Product/Service	% of Total Turnover of the Company
1	Equity Research and Investment Advisors	7320	99.99%

III. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name and Address of the Company	CIN/GLN	Holding / Subsidiary / Associate	% of Shares Held	Applicable Section
1	Nil	_	_	_	_

IV. SHAREHOLDING PATTERN

( Equity Share Capital Breakup as a percentage of Total Equity)
i. Category-wise Share Holding
No. of Shares held at the beginning of the year [As on 31-March-2017]					No. of Shares held at the end of the year [As on 31-March-2018] |				% Change during the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	21,531,346		21,531,346	18.75%	22,131,346		- 22,131,346	19.28%	2.79%
b) Central Govt			-	0.00%				0.00%	0.00%
c) State Govt(s)			-	0.00%				0.00%	0.00%
d) Bodies Corp.	21,072,123		21,072,123	18.35%	20,472,123		- 20,472,123	17.83%	-2.79%
e) Banks / Fl			-	0.00%				0.00%	0.00%
f) Any other			-	0.00%				0.00%	0.00%
Sub Total (A) (1)	42,603,469	-	42,603,469	37.11%	42,603,469		- 42,603,469	37.11%	0.00%
(2) Foreign
a) NRI Individuals			-	0.00%				0.00%	0.00%
b) Other Individuals			-	0.00%				0.00%	0.00%
c) Bodies Corp.			-	0.00%				0.00%	0.00%
d) Any other			-	0.00%				0.00%	0.00%
Sub Total (A) (2)	-	-	-	0.00%				0.00%	0.00%
TOTAL (A)	42,603,469		42,603,469	37.11%	42,603,469		- 42,603,469	37.11%	0.00%
B. Public Shareholding
1. Institutions
a) Mutual Funds			-	0.00%				0.00%	0.00%
b) Banks/FI			-	0.00%				0.00%	0.00%
c) Central Govt			-	0.00%				0.00%	0.00%
d) State Govt(s)			-	0.00%				0.00%	0.00%
e) Venture Capital Funds			-	0.00%				0.00%	0.00%
f) Insurance Companies			-	0.00%				0.00%	0.00%
g) FMs			-	0.00%				0.00%	0.00%
h) Foreign Venture Capital Funds			-	0.00%				0.00%	0.00%
i) Others (specify)			-	0.00%				0.00%	0.00%
Sub-total (B)(1):-	-	-	-	0.00%				0.00%	0.00%
2. Non-Institutions
a) Bodies Corp.
i) Indian			-	0.00%				0.00%	0.00%
ii) Overseas			-	0.00%				0.00%	0.00%
b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 1 lakh	62,363,694	366,074	62,729,768	54.64%	62,363,494	366,074	62,729,568	54.64%	0.00%
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh			-	0.00%				0.00%	0.00%
c) Others (specify)	9,471,263		9,471,263	8.25%	9,471,263		9,471,263	8.25%
Non Resident Indians			-	0.00%					0.00%
Overseas Corporate Bodies			-	0.00%				0.00%	0.00%
Foreign Nationals			-	0.00%				0.00%	0.00%
Clearing Members			-	0.00%				0.00%	0.00%
Trusts			-	0.00%				0.00%	0.00%
Foreign Bodies - D R			-	0.00%				0.00%	0.00%
Sub-total (B)(2):-	71,834,957	366,074	72,201,031	62.89%	71,834,757	366,074	72,200,831	62.89%	0.00%
Total Public (B)	71,834,957	366,074	72,201,031	62.89%	71,834,757	366,074	72,200,831	62.89%	0.00%
C. Shares held by Custodian for GDRs& ADRs			-	0.00%				0.00%	0.00%
Grand Total (A B C)	114,438,426	366,074	114,804,500	100.00%	114,438,226	366,074	114,804,300	100.00%	0.00%

ii. Shareholding of Promoters

		Shareholding at the beginning of the year			Shareholding at the end of the year				% change in shareholding during the year
Sr. No.	Shareholder''s Name	No. of Shares	% of total Shares of the company	% of Shares pledged / encumbered to total	No. of Shares	% of total Shares of the company	% of Shares pledged / encumbered to total
1	Sangita Kishor Ostwal	7,343,211	6.40%		7,343,211	6.40%		-	1.38%
2	Kishor P. Ostwal	2,409,858	2.10%		3,009,858	2.62%		-	24.90%
3	KP Ostwal HUF	11,778,277	10.26%		11,778,277	10.26%			0.00%
4	NEIL Information Technology Ltd	9,438,000	8.22%		9,438,000	8.22%			0.00%
5	Shreenath Finstock Private KTD	8,482,277	7.39%	-	8,482,277	7.39%		-	0.00%
6	Cni Infoxchange Pvt Ltd	3,151,846	2.75%	-	2,551,846	2.22%		-	-19.04%
	Total	42,603,469	37.11%		42,603,469	37.11%			5.86%

iii. Change in Promoters'' Shareholding

SN		Date	Reason	Shareholding at the beginning of the year (1.4.2017)		Cumulative Shareholding during the year (1.4.2017 to 31.3.2018)|
	Partculars			No. of shares	% of total shares	No. of shares	% of total shares
1	SANGITA KISHOR OSTWAL
	At the beginning of the year			7,343,211	6.40%	7,343,211	6.40%
	Changes during the year			0	0.00%	0	0.00%
	At the end of the year			7,343,211	6.40%	7,343,211	6.40%
2	KISHOR P. OSTWAL
	At the beginning of the year			2,409,858	2.10%	2,409,858	2.10%
	Changes during the year		Transfer	600,000	0.52%	600,000	0.52%
	At the end of the year			3,009,858	2.62%	3,009,858	2.62%
3	K P OSTWAL HUF
	At the beginning of the year			11,778,277	10.26%	11,778,277	10.26%
	Changes during the year			-	0.00%	-	0.00%
	At the end of the year			11,778,277	10.26%	11,778,277	10.26%
4	NEIL INFORMATION TECHNOLOGY LTD
	At the beginning of the year			9,438,000	8.22%	9,438,000	8.22%
	Changes during the year			-	0.00%	-	0.00%
	At the end of the year			9,438,000	8.22%	9,438,000	8.22%
5	SHREENATH FINSTOCK PVT LTD
	At the beginning of the year			8,482,277	7.39%	8,482,277	7.39%
	Changes during the year			-	0.00%	-	0.00%
	At the end of the year			8,482,277	7.39%	8,482,277	7.39%
6	CNI INFOXCHANGE PVT LTD
	At the beginning of the year			3,151,846	2.75%	3,151,846	2.75%
	Changes during the year		Transfer	600,000	0.52%	600,000	0.52%
	At the end of the year			2,551,846	2.22%	2,551,846	2.22%

iv. Shareholding Pattern of Top Ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN	For each of the Top 10 shareholders	Date	Reason	Shareholding at the beginning of the year (1.4.2017)		Cumulative Shareholding during the year (1.4.2017 to 31.3.2018)
				No. of shares	% of total shares	No. of shares	% of total shares
1	NANDKISHOR CHATURVEDI HUF
	At the beginning of the year			8,905,000	7.76%	8,905,000	7.76%
	Changes during the year			-	0.00%	-	0.00%
	At the end of the year			8,905,000	7.76%	8,905,000	7.76%
2	ALKA CHATURVEDI
	At the beginning of the year			5,000,000	4.36%	5,000,000	4.36%
	Changes during the year			-	0.00%		0.00%
	At the end of the year			5,000,000	4.36%	5,000,000	4.36%
3	SURESH CHATURVEDI
	At the beginning of the year			5,000,000	4.36%	5,000,000	4.36%
	Changes during the year			-	0.00%		0.00%
	At the end of the year			5,000,000	4.36%	5,000,000	4.36%
4	UJJAL KUMAR UPADHAYA
	At the beginning of the year			5,000,000	4.36%	5,000,000	4.36%
	Changes during the year			-	0.00%		0.00%
	At the end of the year			5,000,000	4.36%	5,000,000	4.36%
5	SANGITA UPADHAYA
	At the beginning of the year			5,000,000	4.36%	5,000,000	4.36%
	Changes during the year			-	0.00%		0.00%
	At the end of the year			5,000,000	4.36%	5,000,000	4.36%
6	AKASH ORAGANIC PVT LTD
	At the beginning of the year			4,136,500	3.60%	4,136,500	3.60%
	Changes during the year			-	0.00%		0.00%
	At the end of the year			4,136,500	3.60%	4,136,500	3.60%
7	ANITA CHATURVEDI
	At the beginning of the year			2,513,750	2.19%	2,513,750	2.19%
	Changes during the year			-	0.00%		0.00%
	At the end of the year			2,513,750	2.19%	2,513,750	2.19%
8	MANISH KANTILAL SHAH
	At the beginning of the year			1,953,714	1.70%	1,953,714	1.70%
	Changes during the year				0.00%		0.00%
	At the end of the year			1,953,714	1.70%	1,953,714	1.70%
9	BP EQUITIES LTD
	At the beginning of the year				0.00%		0.00%
	Changes during the year			1,100,000	0.96%	1,100,000	0.96%
	At the end of the year			1,100,000	0.96%	1,100,000	0.96%
10	AMIT AZAD
	At the beginning of the year			1,093,914	0.95%	1,093,914	0.95%
	Changes during the year			-	0.00%		0.00%
	At the end of the year			1,093,914	0.95%	1,093,914	0.95%

v. Shareholding of Directors and Key Managerial Personnel:

Sr. No	Shareholding of each Directors and each Key Managerial Personnel	Date	Reason	Shareholding at the beginning of the year (1.4.2017)		Cumulative Shareholding during the year (1.4.2017 to 31.3.2018)
				No. of shares	% of total shares	No. of shares	% of total shares
1	KISHOR OSTWAL
	At the beginning of the year			2,409,858	2.10%	2,409,858	2.10%
	Changes during the year		Transfer	600,000	0.52%	600,000	0.52%
	At the end of the year			3,009,858	2.62%	3,009,858	2.62%
2	SANGITA KISHOR OSTWAL
	At the beginning of the year			7,243,211	6.40%	7,243,211	6.40%
	Changes during the year			-	0.00%	-	0.00%
	At the end of the year			7,343,211	6.40%	7,343,211	6.40%

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount				-
ii) Interest due but not paid				-
iii) Interest accrued but not due				-
Total (i ii iii)				-
Change in indebtedness during the financial year
- Addition				-
- Reduction	_	_	_	_
Net Change Indebtedness at the end of the financial year
i) Principal Amount	-	-	-	-
ii) Interest due but not paid	-	-	-	-
ii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	-	-	-	-

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole Time Directors and/or Manager

Sr. No.	Particulars of Remuneration		Name of MD/W	TD/ Manager	Total Amount (Rupees)
		Name Designation	KISHOR OSTWAL MANAGING DIRECTOR	SANGITA OSTWAL EXECUTIVE DIRECTOR
1	Gross salary		144,000.00	240,000.00	384,000.00
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961		-	-	-
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961		-	-	-
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961		-	-	-
2	Stock Option				-
3	Sweat Equity		-	-	-
4	Commission		-	-	-
	- as % of profit		-	-	-
	- others, specify		-	-	-
5	Others, please specify		-	-	-
		Total (A)	144,000.00	240,000.00	384,000.00
	Ceiling as per the Act

B. Remuneration to other Directors

Sr. No.	Particulars of Remuneration		Name of Directors		Total Amount (Rupees)
		N.A.	N.A.	N.A.
1	Independent Directors Fee for attending board committee meetings	-			-
	Commission	-			-
	Others, please specify	-			-
	Total (1)	-			-
2	Other Non-Executive Directors	-			-
	Fee for attending board committee meetings	-			-
	Commission	-	-	-	-
	Others, please specify	-	-	-	-
	Total (2)	-	-	-	-
	Total (B)=(l 2)	-	-	-	-
	Total Managerial Remuneration	-	-	-	-
	Overall Ceiling as per the Act	-	-	-	-

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sr. No.	Particulars of Remuneration		Name of Key Managerial Personnel		Total Amount (Rupees)
	Name Designation	CEO	Sheetal Thakkar CFO	Chintan Bharatbhai Doshi CS
1	Gross salary		3,00,000	120,000	4,20,000
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961				-
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961				-
	(c) Profits in lieu of salary under
	section 17(3) Income-tax Act, 1961
2	Stock Option				-
3	Sweat Equity
4	Commission
	- as % of profit				-
	- others, specify				-
5	Others, please specify				-
	Total	-	3,00,000	1,20,000	4,20,000

VII. Penalties / Punishment / Compounding of Offences:

Type	Section of the companies act	Brief description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority (RD/NCLT/COURT)	Appeal made, if any (Give Details)
A. Company: N.A.
Penalty
Punishment
Compounding
B. Directors: N.A.
Penalty
Punishment
Compounding
C. Other Officers in Default: N.A.
Penalty
Punishment
Compounding

	For and on behalf of Board
	Sd/-	Sd/-
Place: Mumbai	Kishor P. Ostwal	Mayur Shantilal Doshi
Date: 24th August, 2018	Managing Director	Director
	DIN: 00460257	DIN: 02225072

Annexure IV

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of material contracts or arrangement or transactions at arm''s length basis:

a) Name(s) of the related party and nature of relationship: Mr. Kishor Ostwal, Key Managerial Personnel

b) Nature of contracts/arrangements/transactions: 15,44,000 buying of equity shares from CNI Research Ltd.

c) Duration of the contracts/arrangements/transactions: One Time

d) Salient terms of the contracts or arrangements or transactions including the value, if any. As per management decision, the company reduced its stake of unlisted Indian companies as when the opportunity comes.

e) Date (s) of approval by the Board, if any:

f) Amount paid as advances, if any: Nil

For and on behalf of the Board

Kishor Ostwal Managing Director DIN: (00460257)

Date: 29th May, 2018

---

Mar 31, 2016

Directors'' Report To, The Members, Cni Research Limited

The directors have pleasure in presenting herewith the Thirty Fourth Annual Report of the company together with Audited Accounts for the year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS:

Particulars	2015-16	2014 -15
	Rs. in Lakhs	Rs. in Lakhs
Total Income	4,869.1	2,412.9
Profit/(loss) before Depreciation	-43.1	127.0
Less: Depreciation & Amortization	0.2	0.5
Profit / (Loss) before tax	-43.3	126.5
Provision for tax net off Differed Tax	0.0	25.3
Profit/(Loss) after Taxation	-43.4	101.2

Your company has grown its total income over 100% clocking a revenue of Rs. 48.7 crore. Equity segment was the major contributor with revenue standing at Rs. 48.5 crore. Muted performance of Indian equity markets in tandem with global equity markets has significantly impacted equity segment profits of your company. With prudent risk management, your company managed to minimize the overall negative impact of financial markets with your company''s losses remaining just about Rs. 43.4 lakhs.

Segment wise or product wise performance

Particular / Segment		Year ended 31st March 2016
Rs. In Lakhs	Equity	Content Sale	Other Business Income	Research Product Sale	Total
Revenue (Net)	4,851.4	10.6	7.0	0.2	4,869.2
Profit /(Loss) before tax	-23.3	-27.1	7.0	0.2	-43.3
Capital expenditure	Nil	Nil	Nil	Nil	Nil

Retail participation in Indian stock markets has been growing in last few years driven by initiatives by the Indian government and stock exchanges to increase awareness amongst retail investors. Individual participation increased from 12.2% in FY 2015 to 13.9% in FY 2016. Moreover, India has one of the highest savings rate in the world. However, a very small percent of this household savings is actually in the form of capital markets investments. We believe development of capital markets is not possible without increased retail participation. Hence, we see tremendous opportunity in this segment for Cni in terms of content sale and equity research business. We are revamping our research and content sale business to cater to growing retail segment and execute our expansion plans.

Future Prospects

In FY 2016, India''s economic growth was strong growing 7.6% faster than China (CY 2015 real GDP growth of 6.9%) largely driven by reforms undertaken by the Prime Minister Modi led government. Progressive initiatives such as Make in India, Digital India, Smart Cities, large infrastructure projects, financial inclusion etc. to name a few. These initiatives should underpin long term growth prospects of the Indian economy as well as bode well for the performance of the financial sector in India. According to the IMF, Indian economy is expected to grow at a robust pace with next year''s real GDP growth exceeding China''s growth. Further, with Make in India campaign, the Indian government is emphasizing on local manufacturing, thus increasing the importance of SME sector where our company holds a key position in terms of advising and providing research content on the same. Moreover, your company already has content sharing agreements with various global financial data providers such as Thomson Reuters, Capital IQ - a division of Standard & Poor''s, Dow Jones Factiva and TheMarkets.com LLC, USA. Your company also provides research on small and mid cap companies to these global providers, helping us to build our brand across the globe and make Cni an international brand.

In the past, we have been accurate in predicting Nifty/ Sensex behavior supported by our in-house research capabilities. Indian economy is on growth trajectory and increased participation of retail investors should bode well for Indian capital markets growth. Cni''s research offering are well accepted by FIIs and overseas investors, helping them in wealth creation. Your company would go ahead with business restructuring plan which we had kept on hold for past few years due to challenging market conditions and muted performance of global economies. We would be aggressively expanding our content sale business segment as right data and information is a key in the current business environment. We are a debt free company and we intend to remain so. As reported in FY 2014 some investors and promoters did infuse funds in the company though the same was not up to the mark. In order to expand and execute our business plans we may raise further funds to capitalize the growing capital market and growth opportunities.

FATE OF ACHIEVEMENT

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for the company''s outstanding contribution to society and to the nation. The fact that your company''s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Research in India is at a nascent stage unlike US and hence the true value of research is yet to be explored in real context. Your company has been rated among one of the best RESEARCH firms by another US based research firm.

Your company is the only non broker professional research firm duly registered with SEBI hence stands out on its own.

Even with regard to the research, your company ranked no 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company maintained consistency in the performance even the equity markets are swinging 10% every time.

The continued association of all global agencies along with fresh addition to ties ups like EMIS (ISI Emerging Market UK) and Bloomberg USA clearly speaks high about the quality and brand of your company. Your company is now extending tie up in Europe.

Risk

The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. Strong decline in oil prices, slowdown in the Chinese economy and muted global growth prospects weighed on overall investment environment. Indian markets also remained volatile during the year despite policy makers continued to remain accommodative with FII favoured policies. However, looking ahead, we hope investor sentiments to be boosted by on-going reforms leading to steady economic growth, greater retail participation coupled with improving global markets outlook.

Capital market ups and downs have direct impact on the revenues of your company and to minimize these risks your company has made considerable investments out of profits earned and these investments are profitable. Further, we refrained ourselves from creating physical assets and it was prudently decided by the management to invest technology, investment opportunities instead of creating physical assets at this juncture. This has helped your company to sail through difficult market conditions as our costs remained always under check. We have been striking balance between executing both expansion and ambitious innovation agendas as well as managing rising costs, which is a key subject of interest for investors.

TRANSFER TO RESERVES

During the year under review, NIL amount has been transferred to Reserves.

DIVIDEND

The company is focusing on growth and hence, directors have not yet recommended any dividend for the year under review. Your Company has rewarded members with good bonus track record and may continue its trend in future.

CAPITAL STRUCTURE

The Board of Directors of the company has allotted 3,92,00,000 equity shares and 1,08,00,000 convertible equity warrants pursuant to conversion into equity shares. As on date the paid up share capital of the company is 11,48,04,500.

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

Particulars	2015-16	2014-15
	Rs.	Rs.
Authorised Capital	12,00,00,000	12,00,00,000
Subscribed & Paid up Capital	11,48,04,500	10,94,04,500

DEPOSITS

During the period under review, your company has not accepted/renewed any deposits.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mr. Kishor P. Ostwal is liable to retire by rotation and being eligible offers himself for reappointment.

Also, the Board of Directors of the company appointed Mr. Mehul Y. Desai as an Additional Independent Director of the company in the Board at the meeting held on July 30^th, 2015 under Section 161 of the Companies Act, 2013. Further, pursuant to relevant provision of section 149 of the Companies Act, 2013, Mr. Mehul Y. Desai was appointed as Non Executive Independent Director of the company for a term of five years w.e.f. Thursday, July 30^th, 2015 - at 33^rd Annual General Meeting of the company.

The company has received declaration from all the Independent Directors of the company confirming that they meet criteria independence as prescribed under section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A calendar of meeting is prepared and circulated in advance to the Directors. During the year five Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given as under:

Sr. No.	Date	Sr. No.	Date
	Board Meeting		Audit Committee
1	April 13, 2015	1	April 13, 2015
2	May 19, 2015	2	May 19, 2015
3	July 30, 2015	3	July 30, 2015
4	November 10, 2015	4	November 10, 2015
5	February 11, 2016	5	February 11, 2016

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges for the period Wednesday, April 01^st, 2015 to Monday, November 30^th, 2015 and as referred to in provision of regulation 15(2) of Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015 for the period Tuesday, December 01^st, 2015 to Thursday, March 31^st, 2016, the company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement and relevant provision of SEBI (listing obligation and disclosure requirement) Regulation 2015, is presented in a separate section forming part of the Annual Report.

DETAILS OF SIGNIFICANTAND 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

Your company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The company''s internal control system is commensurate to the size, scale and complexities of its operations.

DETAILS OF ASSOCIATE COMPANIES

During the period under review, your company has one associate - Cni InfoXchange Pvt. Ltd.

STATUTORY AUDITORS

M/s. N.K Jalan & Co, Chartered Accountants, Statutory Auditors of the company hold office up to 35^th Annual General Meeting and are eligible for re-appointment. The company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their reappointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors.

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:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. 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.

REVIEW OF AUDITOR''S 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.

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.

EXTRACT OF THE ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT9 as a part of this Annual Report is forming part of this Annual Report, as appended as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 end of the financial year 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

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 www.cniglobalbiz.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 www.cniglobalbiz.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 period under review, your company doesn''t have Contract or arrangement referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions

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. 6,637/- (~US $ 100) 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 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.

_During the period under review, not applicable to your company_

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

C. During the period under review, No employee (s) fall under Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

D. 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 Kishor Ostwal, Whole Time Director of the company drawing remuneration.

LISTING WITH STOCK EXCHANGES

The company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE Limited where the company''s 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.

sd/-

For and on behalf of Board

Place: Mumbai Kishor P. Ostwal Mayur Shantilal Doshi

Date: 04^th August 2016 Managing Director Director

DIN: 00460257 DIN: 02220572

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the Thirty Second Annual Report of the Company together with Audited Accounts for the year ended 31 st March 2014.

Particulars 2013-14 2012-13 Rs. Rs.

Total Income 3,11,76,002 15,12,12,488

Profit/(loss) before Depreciation 3,54,155 7,25,852

Less: Depreciation & Amortization 2,56,438 2,46,275

Profit / (Loss) before tax 97,717 4,79,577

Provision for tax net off Differed Tax 46,699 50,518

Earlier Tax provisions written back 15,70,105 NIL

Profit/(Loss) after Taxation 17,14,522 4,29,059

Your company Sustained the Seven years down turn after Lehman and now likely to grow in tune with the market growth.

This is well known fact that 90% of the retail investors had deserted capital market as they were finding trading in commodity and currency easier with less amount of margin requirement. The absence of physical settlement had reduced equity to piece of paper. The volatility has increased many folds. The equity market made new highs, the area of operations was dominated by FII and DII etc. and it was restricted to only Nifty and Sensex stocks. FIIs now own 30% of Sensex and Nifty stock and hence there is no alternative to them to remain bullish in India Cni had projected pre election that NDA will get 272 seats and investors should remain long before election. The gamble played off as Nifty and Sensex gave 25% immediate returns.

At the same time Indian economy hit the bottom, cyclical recovery is in place, global recovery is also there. RBI so far holding on rates and any rate cut will add more strength in the economy and the market. The end of policy paralysis, recovery in mid caps and small caps are bringing back retail investors, this is good for your company.

Your Company''s research has been well accepted by FIIs and overseas investors. Your Company''s research is also helping members create wealth.

1200 odd companies are still suspended from trading, 2500 odd companies are in illiquid category and 800 are in trade to trade. This makes the equity investments and trading more challenging. Exit from such dead investments can raise investor''s confidence alarmingly.

Your management''s vision and perception has not changed. We still hold that Sensex 41000 is not a dream. In fact with lower retail ownership the hurdles in such targets will be very low. We expect even to see Sensex crossing 45000 in next 3 years.

We expect good times to return and next four years will be good for market.

We could not implement the business restructuring plans in last few years as the environment of business is continuously shrinking post LEHMAN issue and global economies are not responding to the changing environment. Those who tried to expand with leveraged debts are facing difficult challenges and going through the most difficult phase of their business. Most of debt ridden companies were not taken kindly by investors. Your company is still debt free. However some investors have shown keen interest in infusing much required funds in the Company which will help your company grow at desired pace.

FATE OF ACHIEVEMENT:

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for company''s outstanding contribution to society and to the nation. The fact that your company''s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Research in India is at a nascent stage unlike US and hence the true value of research is yet to be exploded in real context. Your Company has been rated among one of the best RESEARCH firm by another US based research firm.

Even with regard to the research your company ranked no 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company maintained consistency in the performance even the equity markets are swinging 10% every time.

The continued association of all global agencies along with fresh addition to ties ups like ISI Emerging Market UK and Bloomberg USA clearly speaks high about the quality and brand of your company. Your company is now extending tie up in Europe.

FUTURE PROSPECTS:

Today India is the fastest growing economy behind China this means that our financial sector is performing very well and to achieve faster growth our financial sector would have to be wider in the sense that small companies should be given an opportunity to grow by providing them with the finance.

The company has entered into a content sharing agreement with Thompson Reuters, Capital IQ a division of Standard & Poor''s, Dow Jones Factiva a division of Dow Jones and TheMarkets.com division of Standard and Poor USA, Blue Matrix and ISI Emerging markets UK and Bloomberg for providing content and research on small and mid cap companies. This has helped the company to build its brand and make it an international brand.

Time is changing very fast and the idea of setting first of its kind of research house is finding wide acceptance globally.

Your company had also entered into high growth area such as investment banking and other financial solutions which are incidental to the core business of your company. Your company is now looking as fund based activities which can boost top line and bottom line to your company.

RISK:

Global markets recovered to all time high and even FED felt that QE needs to be eased. At the same time India is sleeping out on growth. High leverage of FII to equity and diversion of investors to commodity and currency has killed the depth in Indian equity market. The policy makers persisted with FII favored policies which increased the volatility to the highest level in India. Investors are still not ready to return to capital market. So long as this will remain in the current state, we do not think that the broad base entry of retail investors can be seen Indian terrain. We hope some measures will be announced to bring back retail investors.

The Ups and Downs of capital market has direct bearing on the revenue of the company and to counter the same your company has made sizable investments out of the current profits which are profitable. It was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. It has also checked the costs which will protect the business even in slum times. In internet business managing rising costs becomes a key subject of interest for investors, as they add employees and build up their infrastructures to support both expansion and ambitious innovation agendas.

TRANSFER TO RESERVES:

During the year under review, Rs. 17,14,520/- amount has been transferred to Reserves.

DIVIDEND:

The company is focusing on growth and hence, your directors not yet recommended dividend for the year under review. Your Company has rewarded members with good bonus track record and may continue its

CAPITAL STRUCTURE:

The authorized, issued, subscribed and paid up capital of the company during the year under review has not changed.

DEPOSITS:

During the period under review, your Company has not accepted/renewed any deposits.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

REVIEW OF AUDITOR''S 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.

AUDITORS:

M/s. N.K Jalan & Co, Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint the statutory auditors for the financial year ended 31st March 2015.

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.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2 AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

1. That in the preparation of the annual accounts for the year ended March 31, 2014; the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Shri Arun Kumar S. Jain is liable to retire by rotation and being eligible offers himself for re- appointment.

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. 16,020/- (US $ 274.16) 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 Annexure-I

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

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 and on behalf of Board Place: Mumbai sd/- Date: 22nd August, 2014 (Kishor P. Ostwal) Managing Director

---

Mar 31, 2013

The Directors have pleasure in presenting herewith the Thirty First Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL HIGH LIGHTS:

Particulars 2012-13 2011-12 rs. rs.

Total Income 15,12,12,488 44,835,987

Profit/(loss) before Depreciation 7,25,852 (5,629,238)

Less: Depreciation & Amortization 2,46,275 2,40,001

Profit / (Loss) before tax 4,79,577 (5,869,239)

Provision for tax 50,518 Nil

Profit/(Loss) after Taxation 4,29,059 (5,869,239)

Your company returned to profit this year irrespective of difficult and challenging scenario.

This is well known fact that 90% of the retail investors have deserted capital market as they are finding trading in commodity and currency easier with less amount of margin requirement. The absence of physical settlement had reduced equity to piece of paper. The volatility has increased many folds. The equity market though tried to make new highs, the area of operations was dominated by FII and DII etc. and it was restricted to only Nifty and Sensex stocks.

1400 odd companies are suspended from trading, 2100 odd companies are in illiquid category and 800 are in trade to trade. This makes the equity investments and trading more challenging.

Your management''s vision and perception has not changed. We still hold that Sensex 41000 is not a dream. In fact with lower retail ownership the hurdles in such targets will be very low

We expect good times to return and next four years will be good for market.

We could not implement the business restructuring plans in last few years as the environment of business is continuously shrinking post LEHMAN issue and global economies are not responding to the changing environment. Those who tried to expand with leveraged debts are facing difficult challenges and going through the most difficult phase of their business. Most of debt ridden companies were not taken kindly by investors. Your company is still debt free.

FATE OF ACHIEVEMENT:

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for company''s outstanding contribution to society and to the nation. The fact that your company''s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Research in India is at a nascent stage unlike US and hence the true value of research is yet to be explored in real context. Even with regard to the research, your company ranked no 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company maintained consistency in the performance even the equity markets are swinging 10% every time.

The same is also made available in the Annual accounts for your ready reference. The management will be delighted if the stake holders take advantage of the expertise of your company for the individual gains.

The continued association of all global agencies along with fresh addition to ties ups like ISI Emerging Market UK and Bloomberg USA clearly speaks high about the quality and brand of your company.

FUTURE PROSPECTS:

Today India is the fastest growing economy behind China this means that our financial sector is performing very well and to achieve faster growth our financial sector would have to be wider in the sense that small companies should be given an opportunity to grow by providing them with the finance.

The company has entered into a content sharing agreement with Thompson Reuters, Capital IQ a division of Standard & Poor''s, Dow Jones Factiva a division of Dow Jones and TheMarkets.com division of Standard and Poor USA, Blue Matrix and ISI Emerging markets UK and Bloomberg for providing content and research on small and mid cap companies. This has helped the company to build its brand and make it an international brand.

Time is changing very fast and the idea of setting first of its kind of research house is finding wide acceptance globally.

Your company had also entered into high growth area such as investment banking and other financial solutions which are incidental to the core business of your company. Your company is now looking as fund based activities which can boost top line and bottom line to your company

RISK:

Global markets recovered to all time high and even FED felt that QE needs to be eased. At the same time India is sleeping out on growth. High leverage of FII to equity and diversion of investors to commodity and currency has killed the depth in Indian equity market. The policy makers persisted with FII favored policies which increased the volatility to the highest level in India. Investors are still not ready to return to capital market. So long as this will remain in the current state, we do not think that the broad base entry of retail investors can be seen Indian terrain. We hope some measures will be announced to bring back retail investors.

The Ups and Downs of capital market has direct bearing on the revenue of the company and to counter the same your company has made sizable investments out of the current profits which are profitable. It was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. It has also checked the costs which will protect the business even in slum times. In internet business managing rising costs becomes a key subject of interest for investors, as they add employees and build up their infrastructures to support both expansion and ambitious innovation agendas.

TRANSFER TO RESERVES:

During the year under review, Rs. 429,057 has been transferred to Reserves.

DIVIDEND:

The company is focusing on growth and hence, your directors do not recommend dividend for the year under review.

CAPITAL STRUCTURE:

The authorized, issued, subscribed and paid up capital of the company during the year under review has not changed.

DEPOSITS:

During the period under review, your Company has not accepted/renewed any deposits within the meaning of section 58A of the Companies, Act 1956 and the rules made there under

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

REVIEW OF AUDITOR''S 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.

AUDITORS

M/s. N.K Jalan & Co, Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint the statutory auditors for the financial year ended 31st March, 2014.

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.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

1. That in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Mayur Doshi is liable to retire by rotation and being eligible offers himself for re- appointment.

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 itself 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. Rs. 23,871/- (US $ 476.41) 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 Annexure-I

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

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 and on behalf of Board

Place: Mumbai sd/-

Date: 31.05.2013 (Kishor P. Ostwal)

Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting herewith the Thirtieths Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL HIGH LIGHTS:

Particulars 2011-12 2010-11 Rs. Rs.

Total Income 44,835,987 380,348,864

Profit/(loss) before Depreciation (5,629,238) 5,988,794

Less: Depreciation & Amortization 240,001 232,576

Profit / (Loss) before tax (5,869,239) 5,756,218

Provision for tax NIL 1,089,370

Profit/(Loss) after Taxation (5,869,239) 4,705,588

The reported profit after tax is lower due to the fact that your company decided to clean up balance sheet. The management has written off the unrealizable balances as well as certain unrealizable investments worth Rs 103 lacs. The advantage with your company is that it is still a debt free company.

In continuation with the policy of your company to grow in different vertical to reduce the dependence on the equity market alone; your company has been diversifying into distribution business apart from other main stream businesses. There is no change of vision as your company has formed its opinion that equity markets are set to test 41000 Sensex by 2015 and this is a good time to leverage businesses as a going concern.

We could not implement the business restructuring plans in last few years as the environment of business is continuously shrinking post LEHMAN issue and global economies are not responding to the changing environment. Those who tried to expand with leveraged debts are facing difficult challenges and going through the most difficult phase of their business. Your company is now hopeful to raise funds through equity and complete the business restructuring in F Y 12-13.

FATE OF ACHIEVEMENT:

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for company's outstanding contribution to society and to the nation. The fact that your company's content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Even with regard to the research, your company ranked no 1 in India as it has maintained 95% strike rate in calls generated in A gr investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com

The same is also made available in the Annual accounts for your ready reference. The management will be delighted if the stake holders take advantage of the expertise of your company for the individual gains.

The continued association of all global agencies along with fresh addition to ties ups like ISI Emerging Market UK and Bloomberg USA clearly speaks high about the quality and brand of your company.

FUTURE PROSPECTS:

Today India is the fastest growing economy behind China this means that our financial sector is performing very well and to achieve faster growth our financial sector would have to be wider in the sense that small companies should be given an opportunity to grow by providing them with the finance.

The company has entered into a content sharing agreement with Thompson Reuters, Capital IQ a division of Standard & Poor's, Dow Jones Factiva a division of Dow Jones and TheMarkets.com division of Standard and Poor USA, Blue Matrix and ISI Emerging markets UK and Bloomberg for providing content and research on small and mid cap companies. This has helped the company to build its brand and make it an international brand. The process of creation of global subsidiaries is under planning stage as your company is very conservative in expansion in the current environment as the same has to be done with internal accrual rather than debts.

Time are changing very fast and the idea of setting first of its kind of research house is finding wide acceptance globally.

Your company had also entered into high growth area such as investment banking and other financial solutions which are incidental to the core business of your company. Your company is now looking as fund based activities which can top line and bottom line to your company.

RISK:

The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. The consensus opinion among the investor's community and trader's community is that India's policy makers need to address the major concerns of Indian capital market which are overdue for last one decade. The return of retail investors is highly dependent on the introduction of physical settlement in the derivative segment and also the reforms to phase out the manual handling of important issues which made more than 2000 companies illiquid that is trade to trade movement of stocks under the garb of surveillance. So long as this will remain in the current state, we do not think that the broad base entry of retail investors can be seen Indian terrain.

The Ups and Downs of capital market has direct bearing on the revenue of the company and to counter the same your company has made sizable investments out of the current profits which are profitable. It was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. It has also checked the costs which will protect the business even in slum times. In internet business managing rising costs becomes a key subject of interest for investors, as they add employees and build up their infrastructures to support both expansion and ambitious innovation agendas.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to Reserves.

DIVIDEND:

The company is focusing on growth and hence, your directors not yet recommended dividend for the year under review.

CAPITAL STRUCTURE:

The authorized, issued, subscribed and paid up capital of the company during the year under review has not changed.

DEPOSITS:

During the period under review, your Company has not accepted/renewed any deposits within the meaning of section 58A of the Companies, Act 1956 and the rules made there under

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

REVIEW OF AUDITOR'S 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.

AUDITORS

M/s. N.K Jalan & Co, Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint the statutory auditors for the financial year ended 31st March, 2013.

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.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

1. That in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Arun S. Jain is liable to retire by rotation and being eligible offers himself for re-appointment.

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. 48,472/- (US $ 1,079.39 ) 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 Annexure-I

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENTS

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 and on behalf of Board

Place: sd/-

Date: 26.07. 2012 (Kishor P. Ostwal)

Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting herewith the Twenty Eighth Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS;

Particulars 2009-10 2008-09

Rs. Rs.

Total Income 30,140,255 10,684,444

Profit/(loss) before Depreciation and Income Tax 18,766,562 (2,462,066)

Less: Depreciation & Amortization 577,911 481,032

Profit / (Loss) before tax 18,188,651 (2,943,388)

Provision for tax 3,114,404 2,094,732

Profit/(Loss) after Tax 15,074,247 (5,038,120)

Profit Brought Forward 41,805,642 46,843,761

Utilised for issue of bonus 2,602,250 41,805,642

Balance Carried Forward to Balance Sheet 54,277,638 46,843,761

Your company has reported PAT of 50% of the net income for the year. This has been the best year for the company even though the markets were not supporting. Your company is ready to ride the recover of capital market turmoil due to its expertise to predict the market behaviour successfully and accurately. Your company is so far debt free and not at all leveraged. It is high time to set the ball rolling now to take your company in high growth area. Accordingly the board had identified various niche areas to work on and is very confident that your company will outperform capital market growth in next 5 years. Business plans are drawn accordingly keeping in mind that Sensex will be travelling to 42000 plus by 2015 and there are enough opportunities on its way.

FUTURE PROSPECTS:

Today India is the fastest growing economy behind China this means that our financial sector is performing very well and to achieve faster growth our financial sector would have to be wider in the sense that small companies should be given an opportunity to grow by providing them with the finance. Even Govt has

recognized the importance of SME where your company is the having major market share and is a leader.

The company has entered into a content sharing agreement with Thompson Reuters, Capital IQ a division of Standard & Poors, Dow Jones Factiva a division of Dow Jones and TheMarkets.com LLC, USA for providing content and research on small and mid cap companies this has helped the company to build its brand and make it an international brand. Your company is also in the process of increasing its exposure to overseas market and for that it may even set up subsidiaries overseas in course of time.

Times are changing very fast and the idea of setting first of its kind of research house is finding wind acceptance globally.

Your company has also entered into high growth area such as investment banking and other financial solutions which are incidental to the core business of your company. It is also planning to enter into E - broking very soon. There are few more areas where your company could take lead to become earlier mover.

RISK:

The Ups and Downs of capital market has direct bearing on the revenue of the company and to counter the same your company has made sizable investments out of the current profits which are profitable. It was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. It has also checked the costs which will protect the business even in slum times. In internet business managing rising costs becomes a key subject of interest for investors, as they add employees and build up their infrastructures to support both expansion and ambitious innovation agendas. Your company also needs to tap more vertical integrations to spread the risk of vagaries of capital market.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to Reserves.

DIVIDEND:

The company is focusing on growth and hence, your directors do not recommend dividend for the year under review.

CAPITALSTRUCTURE:

Your promoters converted 18 lacs warrants into equity shares of the company during the year. Your company has also issued bonus shares at the rate of 1:1 during the financial year by capitalizing Capital reserve, Securities Premium and balance in Profit & Loss a/c. Your company has given 3 bonuses in last 4 years.

DEPOSITS:

During the period under review, your Company has not accepted/renewed any deposits within the meaning of section 58 A of the Companies, Act 1956 and the rules made there under

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

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.

AUDITORS:

M/s. N.K Jalan & Co, Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint the statutory auditors for the financial year ended 31st March, 2011.

STATUTORY COMPLIANCF:

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.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

1. That in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31,2010 on a going concernbasis.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Sangita Ostwal is liable to retire by rotation and being eligible offers herself for re-appointment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION 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 did not earn or spend any foreign exchange.

The report in the prescribed format is given Annexure-I

DISCLOSURE UNDER SECTION 217(l)(c)OF THE COMPANIES ACT. 1956

The particulars required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure -1 to this Directors Report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2 A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

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 and on behalf of Board

sd/- Kishor Ostwal

Managing Director

Place: Mumbai

Date : 16.08.2010