1. Approval of Audited Financial Results
- The Board approved the Audited Financial Results (Standalone and Consolidated) for the quarter and financial year ended March 31, 2026.
- The Statutory Auditors, Price Waterhouse & Co Chartered Accountants LLP and Salarpuria & Partners, issued an unmodified opinion on the results.
- The full results are annexed to the disclosure (Annexure A) and are available on the company's website (www.titagarh.in) and the stock exchange websites.
2. Dividend Recommendation
- The Board recommended a dividend of 50% (i.e., Re. 1) per equity share of face value Rs. 2/- each for the financial year 2025-2026.
- This dividend recommendation is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM), the date of which will be communicated later.
3. Exit from European Operations (Exceptional Item)
- The Board approved the provision for the company's entire direct and indirect financial exposure/investment in its Italian associate, Titagarh firema spa.
- This action marks the company's complete exit from its European (Italian) operations.
- The provision amount has been charged under "Exceptional Items" in both the standalone and consolidated financial results for the relevant period. The specific amount is detailed in the notes to the financial results.
4. Meeting Details
- The Board meeting commenced at 6:30 PM on May 30, 2026.
- After a nightly recess, the meeting continued and was concluded at 3:30 PM on May 31, 2026.
5. Financial Results Highlights (Standalone)
Profit & Loss Statement (FY Ended March 31, 2026, in Rs. Crores):
- Revenue from Operations: 3,143.58
- Total Income: 3,190.75
- Total Expenses: 2,895.53
- Profit before Exceptional Items and Tax: 295.22
- Exceptional Items: 57.58 (primarily related to the Italy exit)
- Profit before Tax: 237.64
- Total Income Tax Expense: 73.73
- Profit for the Year from continuing operations: 163.91
- Loss for the Year from discontinued operations: (13.21)
- Profit for the Year: 150.70
- Other Comprehensive Income: 1.02
- Total Comprehensive Income for the Year: 151.72
Earnings Per Share (EPS) - Basic (Rs.):
- For Continuing Operations: 12.17
- For Discontinued Operations: (0.98)
- For Continuing and Discontinued Operations: 11.19
Balance Sheet (Standalone, as of March 31, 2026, in Rs. Crores):
- Total Assets: 4,044.39
- Total Equity: 2,482.97 (Paid-up Capital: 26.93; Other Equity: 2,456.04)
- Total Liabilities: 1,561.42
6. Key Notes from Financial Statements
- Note 3B - Restatement & Italy Exit (Titagarh Firema): The company provided a detailed account of its investment in and subsequent exit from its Italian associate, Titagarh Firema S.p.A. (Firema). Firema filed for protection under Italy's Crisis and Insolvency Code (CNC). Its audited loss for FY25 was reported as Euro 104.72 million (approx. Rs. 948.24 Cr), far greater than earlier management accounts. Consequently, the company impaired its total carrying value of investments (directly and indirectly) in Firema by Rs. 112.73 Cr and provided Rs. 157.52 Cr towards collateral provided in the previous year (FY25). An additional Rs. 64.78 Cr for loans and trade receivables was provided in FY26. The business and assets of Firema were transferred to Ferrovie dello Stato Italiane S.p.A. (FS Group) on March 4, 2026.
- Note 3C - Divestment (Titagarh Singapore): During Q4 FY26, the company entered into a Share Purchase Agreement to sell its entire stake in dormant subsidiary Titagarh Singapore Pte. Ltd. (TSPL) for USD 154,707 (~Rs. 1.46 Cr). As the investment was previously fully impaired, the proceeds were recorded as a reversal of impairment of Rs. 7.20 Cr, shown as an exceptional item.
- Preferential Issue of Warrants: The company allotted 211,1932 convertible warrants to promoter group members on a preferential basis on November 4, 2025, after receiving shareholder and exchange approvals. 25% of the consideration (Rs. 49.95 Cr) was received upfront.
- ESOP Grants: The company granted 124,500 options at Rs. 860 and 750,000 options at Rs. 750 under the TRSL ESOP Scheme 2023 on December 31, 2025.
- Labour Code Impact: An incremental liability of Rs. 3.39 Cr was recognized due to the notification of the four Labour Codes by the Government of India.
- Note 7 - Business Transfer (Shipbuilding): Effective January 1, 2026, the company transferred its Shipbuilding & Maritime Systems (SMS) business to its wholly-owned subsidiary, Titagarh Naval Systems Limited (TNSL), on a slump sale basis for a consideration of Rs. 114.88 Cr, discharged by TNSL via equity shares. This business is now treated as a discontinued operation.
7. Consolidated Financial Results (Summary)
The consolidated results include subsidiaries, an associate (Firema), and joint ventures.
Profit & Loss Statement (FY Ended March 31, 2026, in Rs. Crores):
- Revenue from Operations: 3,185.82
- Profit before Share of Loss of JVs/Associates, Exceptional Items and Tax: 405.86
- Share of Loss of Joint Ventures and Associates: (17.15)
- Profit before Exceptional Items and Tax: 257.45
- Exceptional Items: 64.78
- Profit before Tax: 192.67
- Total Tax Expense: 71.12
- Profit after Tax from continuing operations: 121.55
- Profit from discontinued operations: 1.27
- Profit for the Year: 122.82
- Total Comprehensive Income for the Year: 123.14 (Attributable to owners of the company)
Earnings Per Share (EPS) - Basic (Rs.):
- For Continuing and Discontinued Operations: 9.11
8. Segment-wise Performance (Standalone - FY26)
- Freight Rail Systems: Revenue: Rs. 2,604.25 Cr; Segment Result (PBT): Rs. 317.93 Cr
- Passenger Rail Systems: Revenue: Rs. 539.33 Cr; Segment Result (PBT): Rs. 76.95 Cr
- Geographical Revenue: Entirely from India (Rs. 3,143.58 Cr)
9. Auditor's Report
The independent auditors, Price Waterhouse & Co and Salarpuria & Partners, issued an unmodified opinion on both the standalone and consolidated financial results. They included an "Emphasis of Matter" paragraph drawing attention to Note 3B/4 regarding the restatement of prior period figures due to the correction of errors related to the Italian operations.