Transgene Biotek Ltd Directors Report

Dear Shareholders

Your Directors submit to you the 35 th Annual Report on the business & operations of the Company and Audited Statement of Accounts for the year ended 31 st March 2025 along with the Auditors Report thereon.

Financial Results

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	104.42	41.76	104.42	41.76
Operational, Administration and other expenses	138.40	85.16	138.40	85.16
Gross Operating Profit	-33.98	(43.4)	-33.98	(43.4)
Interest and Financial Charges	24.30	12.91	24.30	12.91
Forex Gain/Loss	-	-	-	-
Depreciation	9.32	9.23	9.32	9.23
Profit before Tax/Loss	-67.61	(65.55)	-67.61	(65.55)
Provision for Tax	-	0.00	-	0.00
Net Profit/Loss	-67.61	(65.55)	-67.61	(65.55)

OPERATIONS

The company is faced with multiple challenges and notices with demands for payment. Following are the list of such notices:

I. ORAL INSULIN PROJECT : We have been informed that NiedlFree management has conducted preliminary clinical studies on Oral Insulin and results of the study were reported to be encouraging and the management is said to be making efforts for getting necessary approvals from regulatory authorities to move towards the next step.

B) SECURITIES APPELLATE TRIBUNAL (SAT) :This matter has come up for hearing on 21 st July 2025, 4 th August 2025, 8 th September 2025 and 12 th November 2025.

C) APPELLATE TRIBUNAL (ED), NEW DELHI: Our appeal matter was listed for15 th October 2025 and 12 th November 2025 and adjourned for 5 th January 2026.

D) SBIRI / BIRAC :There has been no further communication from BIRAC after the payment of total principal amounton 23 rd May 2025.

E) NITIN DIDWANIA : This matter continues to be heard at the designated Hon ble High Court at Mumbai on 10 th September 2025 and 20 th September and, the next date of hearing has been posted for 18 th November 2025.

F) UMA MAHESWARA RAO: This matter has been getting adjourned.

G) NOTICES FROM THE CUSTOMS DEPARTMENT : Following our letter ofsubmission at the Customs Department, we received an intimation that our matter has been adjourned for hearing on 11 th November 2025 at CESTAT HYDERABAD Bench.

I) NCLT: Since our company M/s Transgene Biotek failed to repay the loan takenfrom Babaji Netralayya Pvt Ltd, Babaji Netralayyadecided to file an appeal at NCLT Hyderabad benchin spite of repeated efforts to resolve that issue, and the matter came up for hearing on 16 th October 2025 and adjourned for 19 th December 2025.

Revenues Standalone

During the year under review, the Company on a standalone basis has recorded an income of Rs.104.42 Lakhs and incurred a loss of Rs. 67.61 Lakhs as against the income of Rs. 41.76 Lakhs and Loss of Rs. 65.55 respectively in the previous financial year ending 31.03.2024.

Revenues Consolidated

During the year under review, the Company on a consolidated basis has recorded an income of Rs.104.42 Lakhs and incurred a loss of Rs. 67.61 Lakhs as against the income of Rs. 41.76 Lakhs and Loss of Rs. 65.55 respectively in the previous financial year ending 31.03.2024.

AUDITORS COMMENTS

As reported last year too, there were no activities at the subsidiary company, Transgene Biotek HK Ltd, since financial year 2015-16.

The consolidated financial statements were authorized for issue by the Companys Board of Directors at the board meeting held on 14 th November 2025.

Review and results of operations

With penalties and restrictions imposed by SEBI paralyzing the operations of the company, the management finds it challenging to sustain the activities.

Transgene s exploration for an alternative

Due to the hearings at SAT, Mumbai and the Appellate Tribunal at Delhi yet to be concluded, the management has been patiently and doggedly fighting to keep the company afloat, expecting a positive outcome at both tribunals and then follow it up withsubsequent actions for the recovery of looted GDR funds, though the recent development byBabaji Netralayya filing an appeal at NCLT Hyderabad adds an additional challenge for the management to address.

The ray of hope remains brightly in the form of NiedlFree Technologies Pvt Ltd and its ongoing activities that may lead to some of its success to Transgene too.

Recovery of lost GDR funds

With the restrictions in place resulting in the near complete cessation of all activities at the company, it has not been possible to pursue the matter with London and Swiss Advocates. Those actions may be reopened at an appropriate time in future once the issues at SAT Mumbai and the Appellate Tribunal evolve successfully.

SBIRI / BIRAC

There has been no further communication from BIRAC after total principal amount has been repaid on 23 rd May 2025.

DIVIDEND

Your Directors are unable to recommend any dividend since the company has not made any profits.

SUCCESION, STRATEGIC FOCUS AND FUTURE ORIENTATION:

Reportedly, after spending significant amounts on infrastructure and man-power, NiedlFree is said to have achieved encouraging results on one of the drug delivery molecules. The management of Transgene hopes that NiedlFree makes rapid progress in commercializing that with resultant benefits accruing to Transgene too.

SUCCESSION PLANNING

With recurrent health problems combined with the advanced age, a replacement for the current Managing Director Dr. Koteswara Rao is to be viewed seriously. The succession planning policy has been initiated to identify and nominate suitable candidates for the Board s approval. Further the management has initiated a program to identify the competency requirements of critical and key positions, assess potential lcandidates and develop required competency through planned development and learning initiatives. It is to ensure the systematic and long-term development of individuals in the senior management level to replace the individuals when the need arises due to deaths, disabilities, retirements and other unexpected occurrences.

With Dr Rao s retirement being imminent, the management is looking forward to handing over the baton to another person with an ability to infuse vigor and vitality in managing the company and taking forward in realizing the goals and aspirations although it may be daunting to find a suitable person to manage the company given the legal and financial challenges prevailing at present.

Subsidiary Company - Transgene Biotek HK Limited

The management continues to explore the options to close TBL HK while pursuing the subject of illegal transfer of funds that appeared to have taken place, hence no decision could be taken on its closure.

A Statement pursuant to Section 129, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC 1 is attached as " Annexure A "

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm s length basis and in the ordinary course of business. The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-B to this report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

With challenges all around and with an eye for replacing the Managing Director Dr Rao, the management has been exploring all possible means to take an informed and strategic path for the good of the company and its stake holders leading to fulfillment of the long-awaited aspirations. Annexure-C

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Directors are collectively responsible for the success of the company. The Board maintains and periodically reviews a list of matters that can only be approved by the Board. Matters that have not been expressly reserved to the Board in this way are delegated to the Managing

Director or one of the Board s Committees. The Board s responsibilities include setting our strategy and policies, overseeing risk and corporate governance, and monitoring progress towards meeting our objectives and annual plans. It is accountable to our shareholders for the proper conduct of the business and our long-term success and seeks to represent the interests of all stakeholders.

The Company has a strong legacy of fair, transparent and ethical governance practices and it believes that good Corporate Governance is essential for achieving long-term corporate goals and to enhance stakeholders value. Annexure-D

DEMATERIALISATION OF SHARES

86.35% of the company s paid-up Equity Share Capital is in dematerialized form as on 31 st

March, 2025 and balance 13.65% is in physical form. The Company s Registrars are M/s. Big

Share Services Pvt Ltd, 306, Right Wing, 3rd Floor, Amrutha Ville, Opp. Yashoda Hospital, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana-500 082.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 4(Four) times during the financial year from 1 st April 2024 to 31 st March 2025 the details of which are furnished in the report on Corporate Governance.

BOARD EVALUATION

The evaluation of all the Directors including Chairman, the Independent Directors and the Managing Director, Board committees and the Board as a whole was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015). The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ( " NRC " ) reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

INDEPENDENT DIRECTORS AND DECLARATION

Our Independent Directors meet the baseline definition of Independent Directors under the Act and the Listing Regulations. At the beginning of each financial year, the Independent Directors submit a self-declaration confirming their independence and compliance under section 149(6), Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations, 2015 [Listing regulations]. All such declarations are placed before the Board for information and noting. Based on the declarations received, the Board also confirms that the Independent Directors fulfil the independence criteria under the Listing Regulations and are independent of the management.

Generally, the Independent Directors meet before each board meeting. During FY 2024-25 the independent Directors met Four (4) times i.e. on 30 th May 2024, 10 th August 2024, 12 th November 2024 and 24 th January 2025. The Independent Directors inter alia discuss matters arising out of Board and Board Committee agendas, company performance and various other board-related matters, identify areas where they need clarity or information from management and to review the performance of Independent Directors, the Chairman and the Board as a whole and assess the effectiveness and promptness of the information flow.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Santhosh Kumar, Independent Director, of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

?‚? In the preparation of the annual accounts for the year ended 31 st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

?‚? They have 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 loss of the company for the same period.

?‚? The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

?‚? They have prepared the annual accounts on a going concern basis.

?‚? They have laid down internal financial controls in the company that are adequate and were operating effectively. ?‚? They have devised proper systems to ensure compliance with the provisions of all applicable laws, and these are adequate and are operating effectively.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account principal or interest on deposit from public was outstanding as on the date of the balance sheet.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has formulated and adopted a risk management policy at its Board Meeting. As per the policy, the management continues to review and assess the risk and also the steps for mitigating the same.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility do not apply to the company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER

DETAILS

The Company s policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report.

PARTICULARS OF EMPLOYEES

The statement showing particulars of employees pursuant to Section 197 of the Companies Act,

2013 (the Act ) read with Rule 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is not applicable on company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems of the Company are adequate and commensurate with the size of operations. These controls ensure that transactions are authorized, recorded and reported on time. They ensure that assets are safe guarded and protected against loss or unauthorized disposal.

The Internal Audit department carried out audits in different areas of the Company s operations. Post-audit reviews were carried out to ensure that audit recommendations were implemented. The Audit Committee of the Board of Directors reviewed the audit program and findings of the Internal Audit department.

Statutory Auditors

Your directors recommend the appointment of M/s. Vasavi & Co., Chartered Accountants, Hyderabad (Firm Registration No. 020965S), as Statutory Auditors of the Company for a period of 5 years, i.e. from the Financial year commencing from 2023-24 to 2027-28 to hold office till the conclusion of the Annual General Meeting to be held in the year 2028.

Internal Auditors

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis. Deviations are reviewed periodically, and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

Change In the Nature of Business, if Any

During the period under review and the date of Boards Report there was no change in Business.

Material Changes & Commitment Affecting the Financial Position of the Company

Financial position of the Company has been significantly impacted with the restrictions imposed on the company by SEBI and consequent difficulties in raising funds necessary to make progress on various projects apart from facing severe challenges in defending what the management believes as unfair orders passed by SEBI and ED.

Revision of Financial Statements

There was no revision of the financial statements for the year under review.

Further Issue of Share Capital

During the year under review, your Company has not made any allotments.

Transfer of Shares and Unpaid or Unclaimed Amounts to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and

Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( " IEPF Rules " ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ( " IEPF " ), constituted by the Central

Government During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

The auditors report and Secretarial auditors report contain certain qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report " Annexure E "

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

(A) The operations of the company are not power intensive nevertheless the company continues its efforts to minimize energy wherever practicable by economizing on the use of power at the offices.

(B)	Technology absorption	NIL
(C)	Foreign exchange earning	NIL
(D)	Foreign exchange outflow	NIL

EXTRACT OF 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 annual return is uploaded on website of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not given loans, Guarantees, or made any investments attracting the provisions of Section 186 of the Companies Act, 2013 during the year under review.

During the year, the management raised a secured loan of Rs.6 Crores and repaid the outstanding full principal amount to BIRAC.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.03.2025.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks and place on record their appreciation of the continued assistance and co-operation extended to the company by its bankers, government and semi government departments, customers, marketing agents and suppliers and in particular Shareholders for the confidence reposed in the company.

Your directors also thank all the employees of the company for their dedicated service without which your company would not have achieved those results.

By the Order of the Board

For TRANSGENE BIOTEK LIMITED

	Sd/-
PLACE: HYDERABAD	Dr. K. KOTESWARA RAO
DATE: 14.11.2025	CHAIRMAN & MANAGING DIRECTOR