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Titagarh Rail Systems Limited (TRSL) announced the outcome of its Board of Directors meeting held on December 31, 2025. The Board has approved the Business Transfer Agreement (BTA) for the transfer of its Shipbuilding and Maritime Systems (SMS) Business to its wholly-owned subsidiary, Titagarh Naval Systems Limited (TNSL). This transfer, effective from January 1, 2026, is structured as a slump sale. The SMS Business had a revenue of approximately ₹129.44 crore (3.35% of standalone revenue) and a net worth of approximately ₹122.22 crore (4.85% of standalone net worth) as of March 31, 2025. TNSL will discharge the consideration by issuing securities worth ₹114.88 crore to TRSL at par. The rationale behind this transfer is to enable TRSL to focus on its core railway systems business while allowing TNSL to independently pursue growth in the shipbuilding sector.

Additionally, the Nomination & Remuneration Committee (NRC) approved the grant of 124,500 stock options to eligible employees under the TRSL ESOP Scheme 2023, exercisable at ₹860 per share. Further, the NRC approved the grant of 750,000 stock options from the additional pool to eligible employees, exercisable at ₹750 per share. The vesting schedules for these options remain as previously reported.

The Board meeting commenced at 1:00 PM and concluded at 5:00 PM on December 31, 2025.