Titagarh Rail Systems has received board approval for the transfer of its Shipbuilding and Maritime Systems (SMS) business to its subsidiary, Titagarh Naval Systems Limited, effective January 1, 2026. Additionally, the company granted 124,500 stock options under its ESOP 2023 scheme and approved grant of 750,000 stock options, at a price of ₹750 per share to eligible employees.
SMS Business Transfer to Subsidiary
Titagarh Rail Systems’ Board of Directors has officially approved the transfer of its Shipbuilding and Maritime Systems (SMS) business to its wholly-owned subsidiary, Titagarh Naval Systems Limited (TNSL). The transfer will be executed through a Business Transfer Agreement (BTA) and is effective from January 1, 2026. The decision follows an initial in-principle approval announced on August 11, 2025.
Under the agreement, TNSL will issue securities to Titagarh Rail Systems aggregating ₹114.88 Crore as consideration for the SMS business transfer.
Details of the SMS Business
The SMS business contributed approximately 3.35% of the company’s total revenue on a standalone basis for the financial year 2024-25, amounting to ₹129.44 Crores. The net worth of the SMS business as of March 31, 2025, was approximately ₹122.22 Crores representing 4.85% of the company’s net worth.
ESOP Grants Approved
In addition to the business transfer, the Nomination & Remuneration Committee (NRC) has 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 vesting and exercise.
Furthermore, the NRC approved the grant of 750,000 stock options (out of additional 10,00,000 stock options) to eligible employees under TRSL ESOP Scheme 2023, at a price of ₹750 per share.
ESOP Vesting Details
Vesting for these options commences from the financial year ending March 31, 2027, with the following schedule:
- 15% upon completion of 15 months
- 25% upon completion of 27 months
- 20% upon completion of 39 months
- 20% upon completion of 51 months
- 20% upon completion of 63 months
Source: BSE
