Titagarh Rail Systems Limited approved the transfer of its Shipbuilding and Maritime Systems business to its wholly owned subsidiary, Titagarh Naval Systems Limited, through a slump sale arrangement, as part of a restructuring aimed at sharpening its focus on railway systems. The decision was taken at a board meeting held on 31 December 2025, with the transfer scheduled to take effect from 1 January 2026.
The transfer will be executed through a Business Transfer Agreement, under which the Shipbuilding and Maritime Systems business will be moved as a going concern to Titagarh Naval Systems Limited. The consideration for the transaction will be discharged through the issuance and allotment of securities at par by the subsidiary to the parent company, aggregating INR 1.15 billion.
The Shipbuilding and Maritime Systems business recorded revenue of approximately INR 1.29 billion in the financial year 2024–25, representing about 3.35 percent of Titagarh Rail Systems’ standalone revenue. The net worth of the business as of 31 March 2025 stood at approximately INR 1.22 billion, accounting for around 4.85 percent of the company’s standalone net worth.
The company added that there will be no change in its shareholding pattern as a result of the transaction.
In its rationale for the slump sale, the company said the restructuring is intended to enable Titagarh Rail Systems to concentrate on its core railway systems business, while allowing Titagarh Naval Systems to independently pursue growth opportunities in the shipbuilding and maritime systems segment. The filing noted that this segment is expected to benefit from various initiatives and schemes announced by the Government of India for the sector.
Separately, the board also approved fresh grants under the company’s employee stock option plan. The Nomination and Remuneration Committee approved the grant of 124,500 stock options from the existing pool under the Titagarh Rail Systems Limited Employee Stock Option Plan 2023, with an exercise price of INR 860 per share. In addition, following an earlier increase in the overall option pool, the committee approved the grant of 750,000 stock options from the expanded pool, with an exercise price of INR 750 per share. The vesting schedules for the options remain unchanged, with vesting commencing from the financial year ending 31 March 2027.
Titagarh Rail Systems Limited is engaged in the manufacture of freight wagons and passenger rolling stock, including metro coaches, electric multiple unit train sets and Vande Bharat sleeper trains, and operates manufacturing facilities in India serving domestic and export markets.