Titagarh Rail Systems has approved the transfer of its Shipbuilding and Maritime Systems (SMS) business to its subsidiary, Titagarh Naval Systems, effective January 1, 2026. Additionally, the company granted 124,500 stock options under the 2023 ESOP scheme at ₹860 per share, and approved a further grant of 750,000 stock options at ₹750 per share. The SMS business contributed 3.35% to the company’s revenue in FY25.
SMS Business Transfer to Subsidiary
Titagarh Rail Systems has officially approved the transfer of its Shipbuilding and Maritime Systems (SMS) business to its wholly-owned subsidiary, Titagarh Naval Systems Limited (TNSL). This transfer will be effective from January 1, 2026. The decision follows the in-principle approval announced earlier in August 2025. The SMS business contributed approximately 3.35% of the total revenue of the Company on a standalone basis for the financial year 2024-25 and had a net worth of approximately 4.85% of the company’s net worth as of March 31, 2025.
The consideration for the transfer will be discharged by TNSL through the issuance and allotment of securities to the Company, aggregating ₹114.88 Crore.
Employee Stock Option Plan (ESOP) Grants
The Nomination & Remuneration Committee (NRC) approved the grant of 124,500 stock options to eligible employees under the Titagarh Rail Systems Limited Employee Stock Option Plan 2023 (‘TRSL ESOP Scheme 2023’). These options will entitle employees to an equivalent number of equity shares at ₹860 per share, upon exercise and post-vesting.
Further, the NRC has also approved the grant of 750,000 stock options (out of the additional options approved in June 2025) to eligible employees under the TRSL ESOP Scheme 2023. These options will entitle employees to an equivalent number of equity shares at ₹750 per share, upon exercise and post-vesting.
Vesting Schedule
The vesting schedule for the ESOP grants is as follows:
- Upon completion of 15 months: 15% of the options granted
- Upon completion of 27 months: 25% of the options granted
- Upon completion of 39 months: 20% of the options granted
- Upon completion of 51 months: 20% of the options granted
- Upon completion of 63 months: 20% of the options granted
Vesting will commence from the financial year ending March 31, 2027, and shall occur within 30 days from the date of publication of the audited financial results of the respective financial year.
Source: BSE
