Transgene Biotek Limited has announced the resignation of its statutory auditor, Eswara Rao & Co., with immediate effect from October 28, 2026. The company informed the BSE Limited about the development in a regulatory filing dated October 29, 2026, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audit firm cited pre-occupation with other assignments as the reason for its resignation, stating that it was unable to devote sufficient time to the affairs of the company.

The resignation comes less than three weeks after Eswara Rao & Co. was appointed as the company's statutory auditor on October 10, 2026. The firm had been appointed to fill the casual vacancy created by the resignation of the previous auditor, Vasavi & Co., Chartered Accountants. Eswara Rao & Co. has now also stepped down, leaving Transgene Biotek to initiate the process of appointing another statutory auditor in accordance with applicable legal and regulatory requirements.

In its resignation letter dated October 28, 2026, the audit firm confirmed that it had not commenced any audit or limited review work since its appointment. This included the limited review of the financial results for the quarter ended September 30, 2026. The firm also stated that there had been no instance of management non-cooperation or non-availability of information that prevented it from carrying out its work. It further confirmed that it had no concerns to report to the company's Audit Committee.

Transgene Biotek informs BSE about auditor resignation

Transgene Biotek Limited submitted its intimation to BSE on October 29, 2026. The filing was addressed to the General Manager of the Department of Corporate Services at BSE Limited, Mumbai. The company identified itself through Scrip Code 526139 and stated that the disclosure was being made under Regulation 30 of the SEBI listing regulations.

The company informed the exchange that M/s Eswara Rao & Co., Chartered Accountants, holding Firm Registration Number 000816S, had tendered its resignation through a letter dated October 28, 2026. The resignation took effect immediately, meaning October 28 was the firm's date of cessation as statutory auditor.

According to the company's disclosure, the audit firm gave a clear reason for stepping down: it was pre-occupied with other assignments and could not devote sufficient time to the affairs of Transgene Biotek. The company enclosed a copy of the resignation letter signed by Karra Pranavi, Partner of Eswara Rao & Co., with Membership Number 232994.

The regulatory filing also included details of the resignation in the prescribed disclosure format. It identified the auditor, its firm registration number, the reason for the change, the cessation date and the explanation provided by the audit firm. The company stated that it would take the necessary steps to appoint a new statutory auditor under the Companies Act, 2013, and applicable SEBI LODR requirements.

The disclosure is important for shareholders and market participants because a statutory auditor plays a key role in examining a company's financial statements and providing an independent opinion on its financial reporting. A change in auditor can require investors to review the reasons for the change, the timing of the transition and the status of any pending audit or review work.

In this case, the audit firm's resignation letter states that it had not started the relevant audit or limited review work. It also states that the firm had no concerns regarding management cooperation or the availability of information. These statements provide context for understanding the resignation and should be considered alongside the company's formal filing.

Eswara Rao & Co. was appointed on October 10, 2026

A key detail in the disclosure is the short period between the audit firm's appointment and resignation. According to the resignation letter, the Board of Directors of Transgene Biotek Limited appointed Eswara Rao & Co. on October 10, 2026 to fill the casual vacancy arising from the resignation of Vasavi & Co.

The appointment was therefore intended to provide the company with a statutory auditor following the departure of its previous auditor. However, Eswara Rao & Co. subsequently informed the company that, due to unforeseen circumstances, it could not continue with the engagement.

The firm accordingly tendered its resignation with immediate effect from October 28, 2026. The resignation letter did not describe a disagreement over accounting policies, financial statements, audit scope or access to company information. Instead, it referred to the firm's inability to continue with the engagement due to other commitments.

The company’s regulatory disclosure similarly records pre-occupation with other assignments as the reason for the resignation. The firm confirmed that there were no other material reasons beyond those stated in its letter.

The brief tenure means Eswara Rao & Co. did not commence the audit or limited review work for which it had been appointed. As a result, the company will need to take the necessary steps to ensure that its statutory audit responsibilities are handled by a duly appointed auditor.

The filing does not provide further details about the circumstances surrounding the earlier resignation of Vasavi & Co. It also does not identify the firm that may be appointed next. Those matters remain separate from the reasons expressly given by Eswara Rao & Co. for its own resignation.

Auditor confirms that no audit or limited review work began

One of the most significant points in the resignation letter is the audit firm's confirmation that it had not commenced any audit or limited review work since being appointed.

The firm specifically referred to the limited review of the financial results for the quarter ended September 30, 2026. It confirmed that it had not begun this work during its tenure with Transgene Biotek Limited.

A limited review is an important financial reporting procedure for listed companies. It provides a level of independent examination of interim financial information, although it is not the same as a full statutory audit of annual financial statements. For investors, the status of a quarterly limited review can be relevant when assessing the financial information submitted by a listed company.

Because Eswara Rao & Co. stated that it had not commenced the limited review for the September quarter, the company's next steps will be important for completing the relevant financial reporting process. The filing, however, does not say that the quarterly results have been audited or reviewed by Eswara Rao & Co.

It would therefore be incorrect to interpret the resignation as an audit opinion on the company's September-quarter financial results. The firm expressly stated that it had not started the relevant work. The resignation disclosure also does not provide any conclusion on the company's financial performance, accounting practices or the accuracy of its financial statements.

The company has said it will take the necessary steps to appoint a new statutory auditor in accordance with the applicable provisions of law and listing regulations. The process of appointing a successor will determine how the company's statutory audit and relevant review responsibilities are handled going forward.

Audit firm reports no management non-cooperation

Eswara Rao & Co. also addressed whether it had encountered any problems in obtaining information or working with the company's management.

In its resignation letter, the firm stated that during its tenure there had been no instance of non-availability of information or non-cooperation by management that impeded its work. It further stated that it had no concerns to report to the Audit Committee.

This confirmation is relevant because auditor resignations can occur for different reasons. In some situations, an auditor may refer to disagreements, restrictions on the scope of work, difficulties in obtaining information or concerns about the company's financial reporting. In this case, the firm did not cite any such issue in the resignation letter provided to the company.

Instead, the stated reason was that the firm was pre-occupied with other assignments and could not devote sufficient time to Transgene Biotek's affairs. The company’s BSE filing repeats this explanation and records the auditor's confirmation that there were no other material reasons.

The distinction matters when interpreting the announcement. The disclosed reason is related to the firm's ability to continue with the engagement, rather than a reported dispute with the company. At the same time, the filing should be read within its stated scope. It records the auditor's explanation and its confirmation regarding the availability of information and management cooperation; it does not provide a broader assessment of the company's financial condition.

The absence of reported concerns in the resignation letter should not be treated as a substitute for an audit opinion or limited review report. The firm explicitly confirmed that it had not started either the audit or the relevant limited review work since its appointment.

Form ADT-3 filing and statutory requirements

The resignation letter also addresses the audit firm's responsibility under Section 140(2) of the Companies Act, 2013. Eswara Rao & Co. stated that it would file Form ADT-3 with the Registrar of Companies within 30 days of its resignation, as required by the applicable provision.

Form ADT-3 is associated with a statutory auditor's resignation and is part of the formal regulatory process that follows such a departure. The auditor's confirmation in the letter indicates that it intends to complete this filing within the prescribed period.

The letter also refers to the applicable SEBI circular concerning the resignation of statutory auditors of listed entities. This is relevant because Transgene Biotek Limited is a listed company and must comply with the applicable disclosure and governance requirements.

The company, meanwhile, has stated that it will take the necessary steps to appoint a new statutory auditor in accordance with the Companies Act, 2013, and the SEBI LODR Regulations. The appointment process must follow the relevant legal and procedural requirements applicable to the company's circumstances.

The regulatory framework is intended to ensure that listed companies maintain appropriate audit arrangements and provide shareholders with material information about changes in key professional appointments. Statutory auditors have an important role in supporting the reliability of financial reporting, while timely disclosures help investors understand developments that may affect the company's reporting process.

The filing does not specify the identity of the proposed successor auditor or the date on which a new appointment will be completed. It also does not state that a replacement has already been selected. Accordingly, any future appointment will need to be confirmed through the company's subsequent announcements or other official disclosures.

What the resignation means for the September 2026 quarterly review

The timing of the resignation makes the quarter ended September 30, 2026 particularly relevant. Eswara Rao & Co. confirmed that it had not commenced the limited review of the financial results for that quarter before stepping down.

For a listed company, quarterly financial reporting is an important part of its ongoing disclosure responsibilities. Investors, analysts and other market participants use published financial results to assess revenue, expenditure, profitability, financial position and changes in business performance. The status of the applicable review process can therefore be relevant when evaluating the availability of reviewed interim financial information.

Transgene Biotek has stated that it will take the necessary steps to appoint a new statutory auditor. The company's next disclosures may clarify how it plans to address its audit requirements following the resignation. Until further information is provided, the present filing establishes only that Eswara Rao & Co. did not begin the limited review and that the company intends to follow the applicable appointment process.

The announcement does not include the company's September-quarter financial figures. It also does not provide an audit opinion or a limited review conclusion from Eswara Rao & Co. on those results. Therefore, no conclusion about the company's quarterly performance should be drawn from the resignation alone.

Similarly, the short tenure of the audit firm does not, by itself, establish any financial irregularity or reporting concern. The firm cited its other assignments and inability to devote sufficient time to the company. It also confirmed that it had not encountered management non-cooperation or a lack of information that impeded its work.

Investors following Transgene Biotek may wish to monitor subsequent company disclosures for confirmation of the new statutory auditor's appointment and information about the status of the relevant financial reporting requirements. Such updates would provide further clarity on the company's audit arrangements.

Auditor resignation details disclosed by the company

Transgene Biotek's filing provides the principal information required for the disclosure of the statutory auditor's resignation. The auditor is identified as Eswara Rao & Co., Chartered Accountants, with Firm Registration Number 000816S. The reason for the change is recorded as resignation, and the date of cessation is October 28, 2026.

The term of appointment is marked as not applicable in the disclosure table because the change relates to a resignation. The detailed reason is recorded as pre-occupation with other assignments and the firm's inability to devote sufficient time to the affairs of the company. The table also confirms that the auditor reported no other material reasons beyond those provided.

The filing identifies Karra Pranavi, Partner, as the signatory to the resignation letter. Her membership number is stated as 232994. The letter is dated October 28, 2026, and records Hyderabad as the place of signing.

The disclosure does not include a brief profile because the change relates to an auditor's resignation rather than the appointment of a director. Similarly, director relationship details are not applicable to this auditor-related disclosure.

The company has enclosed the resignation letter for the exchange's information and records. By making the disclosure, Transgene Biotek has formally informed the stock exchange about the change in its statutory audit arrangement and its intention to appoint a replacement in accordance with applicable requirements.

Background of Transgene Biotek Limited

Transgene Biotek Limited is an Indian listed company with its registered operational address stated in the filing as Plot 69 and 70, IDA Bollaram, Sangareddy District, Telangana, India, with postal code 502325. The company’s filing identifies its corporate identity number as L85195AP1990PLC011065 in the letterhead. The resignation letter separately records the CIN as L85195TG1990PLC011065.

The company submitted the auditor resignation disclosure to BSE under Scrip Code 526139. The filing was signed by Dr K. Koteswara Rao, Managing Director, whose Director Identification Number is 07167872.

The announcement concerns a change in the company's statutory auditor and should be distinguished from announcements about operational performance, business expansion, fundraising or other corporate developments. The filing does not provide details of revenue, profitability, production, product demand or other operating indicators. Its focus is the auditor's resignation, the reasons stated by the firm, and the next steps required to appoint a replacement.

The company has indicated that it will follow the applicable legal and regulatory provisions while taking the process forward. Investors and other stakeholders can look to future regulatory disclosures for further information about the successor auditor and the completion of the relevant appointment process.

Corporate governance and investor implications

The resignation of a statutory auditor is a corporate governance development because the auditor is responsible for independently examining financial information within the scope of the engagement. A change in the auditor can be relevant to shareholders because it may affect the timetable and arrangements for financial reporting.

In Transgene Biotek's case, the available explanation is specific. Eswara Rao & Co. said it could not continue with the engagement because it was pre-occupied with other assignments. It confirmed that it had not started audit or limited review work since its appointment and that it had no concerns to report to the Audit Committee regarding management cooperation or information availability.

These details help explain the circumstances disclosed by the company. However, investors should avoid drawing conclusions that go beyond the filing. The resignation announcement does not establish that the company has an accounting problem, nor does it provide an opinion on the company's financial statements. It also does not confirm the appointment of a successor auditor.

From an investor's perspective, the main points to track are the appointment of a new statutory auditor, the company's compliance with the applicable statutory and listing requirements, and any future disclosures concerning the review of the September 2026 quarterly results. These developments can help establish continuity in the company's financial reporting arrangements.

The requirement to disclose material information under the SEBI listing regulations supports transparency in the securities market. By informing BSE about the resignation and providing the audit firm's letter, the company has communicated the stated reason for the change and its intended next step.

The audit firm's confirmation that it will file Form ADT-3 within 30 days is also part of the formal resignation process. The company's responsibility to appoint a successor remains a separate matter that must be completed in accordance with the applicable provisions.

What happens next?

Following the resignation of Eswara Rao & Co., Transgene Biotek Limited has stated that it will take the necessary steps to appoint a new statutory auditor. The successor's appointment must comply with the Companies Act, 2013, and the applicable SEBI LODR Regulations.

The company's next steps will include completing the necessary procedures for the new appointment and ensuring that its statutory audit responsibilities are appropriately addressed. The filing does not identify a proposed successor or specify a timeline for completing the appointment.

Separately, Eswara Rao & Co. has confirmed that it intends to file Form ADT-3 with the Registrar of Companies within 30 days of resignation. This is an obligation that the audit firm has expressly addressed in its letter.

The resignation also leaves the status of the September 2026 limited review as an important point for future disclosure, because the departing firm confirmed that it had not commenced that work. The company's subsequent filings may provide information about the new auditor and the arrangements for completing the relevant financial reporting process.

Until further announcements are made, the confirmed facts remain that Eswara Rao & Co. resigned with effect from October 28, 2026, citing other assignments; it had been appointed on October 10, 2026, to fill the casual vacancy following Vasavi & Co.'s resignation; and it had not started the audit or limited review work since its appointment.

Conclusion

Transgene Biotek Limited's statutory auditor, Eswara Rao & Co., resigned with immediate effect on October 28, 2026, citing pre-occupation with other assignments and an inability to devote sufficient time to the company's affairs. The resignation was disclosed to BSE on October 29, 2026, under Regulation 30 of the SEBI LODR Regulations.

The audit firm had been appointed on October 10, 2026, to fill the casual vacancy created by the resignation of Vasavi & Co. In its resignation letter, Eswara Rao & Co. confirmed that it had not commenced any audit or limited review work, including the review of the financial results for the quarter ended September 30, 2026. It also stated that there had been no management non-cooperation or non-availability of information that impeded its work and that it had no concerns to report to the Audit Committee.

The firm confirmed that it would file Form ADT-3 with the Registrar of Companies within 30 days, as required under Section 140(2) of the Companies Act, 2013. Transgene Biotek has stated that it will take the necessary steps to appoint a new statutory auditor in accordance with applicable legal and regulatory requirements.

For shareholders and market participants, the key development is the need for the company to establish its next statutory audit arrangement and provide any relevant updates through official disclosures. The resignation itself does not constitute an audit opinion or a finding about the company's financial statements. Further clarity will depend on the company's subsequent announcements regarding the appointment of a successor auditor and the status of its financial reporting obligations.