Titagarh Rail Systems Limited has announced strategic board decisions following its meeting held on March 19, 2026, including the approval of a joint venture with Bharat Heavy Electricals Limited (BHEL) for Vande Bharat train maintenance services and corporate guarantee provisions for subsidiary operations.

Joint Venture Approval for Vande Bharat Maintenance

The board has approved the formation of a Joint Venture Company with BHEL as a special purpose vehicle for maintenance obligations of Vande Bharat trains. This initiative stems from the Manufacturing-cum-Maintenance Agreement (MCMA) executed with the Ministry of Railways under the Make-in-India initiative for the Atma Nirbhar Bharat program. The company has authorized Umesh Chowdhary, Vice Chairman and Managing Director, to finalize the Joint Venture Agreement with necessary modifications and nominate TRSL's representative for signing.

Corporate Guarantee for Subsidiary Operations

The board has also approved furnishing a corporate guarantee in favor of Oil and Natural Gas Corporation Ltd. (ONGC) for Titagarh Naval Systems Limited (TNSL), the company's wholly owned subsidiary. This guarantee will enable TNSL to participate in tenders floated by ONGC, expanding the group's presence in the oil and gas sector.

BHEL's Complementary Strategic Initiatives

Corresponding to this partnership, BHEL has made substantial commitments including a ₹3064.46 crore investment in Bharat Coal Gasification and Chemicals Limited (BCGCL) spread over four years, representing a 49% equity shareholding alongside Coal India Limited's 51% stake. Additionally, BHEL has approved organizational restructuring through plant mergers at Haridwar and Hyderabad facilities effective from April 1, 2026.

The board meeting commenced at 2:30 PM and concluded at 3:00 PM on March 19, 2026. These strategic decisions position Titagarh Rail Systems for enhanced participation in India's railway modernization program while expanding its subsidiary's opportunities in the energy sector through ONGC collaborations.

Bharat Heavy Electricals Limited (BHEL) has received penalty notices from both major stock exchanges for failing to maintain the required board composition as mandated by securities regulations. The company disclosed this development through a formal communication to BSE Limited and National Stock Exchange of India Limited under Regulation 30 of SEBI (LODR) Regulations, 2015.

Penalty Details

The regulatory non-compliance has resulted in significant financial penalties for the public sector undertaking:

Nature of Non-Compliance

The penalties were imposed due to BHEL's failure to maintain the required composition of its Board of Directors. Specifically, the number of Independent Directors on the company's board was less than 50% of the actual strength, which violates the mandatory requirements under SEBI's Listing Obligations and Disclosure Requirements Regulations.

Company's Response and Mitigation Plans

BHEL has outlined its strategy to address the regulatory breach and associated penalties. The company plans to seek waiver of the fines levied by both stock exchanges as per the provisions of Standard Operating Procedure (SOP) Circular issued by the exchanges.

The company has emphasized its unique position as a Government Company, where the appointment of directors, including Independent Directors, falls under the purview of the Government of India. This structural arrangement presents specific challenges in maintaining regulatory compliance timelines.

Ongoing Compliance Efforts

BHEL has indicated that it is actively engaging with the Government of India to expedite the appointment of the requisite number of Independent Directors. This initiative aims to ensure future compliance with SEBI (LODR) Regulations and prevent similar regulatory violations.

The disclosure was signed by Dr. Yogesh R Chhabra, Company Secretary, and dated March 2, 2026, reflecting the company's commitment to transparency in regulatory communications with stakeholders and stock exchanges.