Titagarh Reinvents: Ships Out Maritime Biz, Sails In with Record ESOP Grants for Rail Revolution! |

Updated: December 31, 2025 21:26

Image Source: India Shipping News

Titagarh Rail Systems' board greenlit the slump sale of its Shipbuilding and Maritime Systems business (3.35% FY25 revenue) to subsidiary Titagarh Naval Systems for Rs 114.88 crore, effective Jan 1, 2026, sharpening rail focus. NRC granted 124,500 ESOPs at Rs 860 and 750,000 at Rs 750, vesting from FY27 to boost talent.

Titagarh Rail Systems Limited's board approved the transfer of its Shipbuilding and Maritime Systems business to wholly-owned subsidiary Titagarh Naval Systems Limited via slump sale effective January 1, 2026, for Rs 114.88 crore in securities. The Nomination and Remuneration Committee granted 124,500 stock options at Rs 860 per share and 750,000 at Rs 750 per share under TRSL ESOP Scheme 2023, boosting employee incentives amid strategic restructuring.

Key Developments

SMS Business Transfer Details

The Shipbuilding and Maritime Systems (SMS) division, contributing 3.35% to FY25 revenue (Rs 129.44 crore) and 4.85% to net worth (Rs 122.22 crore), moves as a going concern under Business Transfer Agreement signed December 31, 2025.
This arm's length related party transaction with subsidiary Titagarh Naval Systems Limited sharpens Titagarh Rail's railway focus while enabling independent shipbuilding growth under government initiatives.
No shareholding changes occur, and Regulation 37A of SEBI Listing Regulations does not apply.

ESOP Grants Highlights

124,500 options from the existing pool entitle employees to equity shares at Rs 860 upon vesting, following prior grants totaling 500,000 options.
An additional 750,000 options, from the expanded 1,000,000 pool approved in June 2025, priced at Rs 750 per share, align with SEBI Share Based Employee Benefits Regulations, 2021.
Vesting starts FY27: 15% after 15 months, 25% after 27 months, then 20% at 39, 51, and 63 months, exercisable within six months post-vesting.

Strategic Rationale

Transferring SMS allows Titagarh Rail Systems to prioritize freight wagons, passenger rolling stock like Vande Bharat, and metro coaches, leveraging its Rs 26,000 crore order book strength.
TNSL pursues shipbuilding expansion independently, building on prior Navy deliveries and Falta shipyard plans.

Sources: BSE Filing, Titagarh Rail Systems Limited Website, Investywise.com

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