RSB Transmissions (RSB), a Bain Capital-backed automotive components platform, has completed the acquisition of Setco Auto Systems (SASPL), a leading supplier of MHCV clutch systems and aftermarket drivetrain solutions. SASPL was a material subsidiary of Setco Automotive Limited (SAL).
The acquisition marks a significant step in RSB’s strategy to scale its presence in the automotive components sector and build a systems-led, multi-product platform with leadership across the Original Equipment Manufacturer (OEM) and aftermarket segments.
In line with the transaction, SAL has also approved a proposal to transition away from the “Setco” brand and change its corporate name to “Shilayan Industries Limited,” subject to requisite approvals.
Commenting on the transaction, R.K. Behera, Chairman at RSB Group said: “We are excited to partner with SASPL and build on its strong manufacturing foundation, customer-first approach and market presence. This acquisition represents a significant milestone in executing our platform strategy, reinforcing our commitment to creating a differentiated, systems-led automotive components player. We see a compelling strategic fit across operational capabilities, product scope, and customer reach, with multiple levers to drive synergies and sustainable value creation for all stakeholders.”
“SASPL’s clutch systems expertise and strong presence across OEM and aftermarket segments complement RSB’s platform. Our focus now is on seamless integration that ensures continuity for customers and partners. As we welcome the Setco team into the RSB family, we remain committed to preserving the strengths that have made the business successful. We are pleased that the existing management team, led by CEO, Mr Neeraj Singhal, will continue to lead the business and build on the strong foundation created over the years” added S.K. Behera, Vice Chairman and Managing Director, RSB Group
Saahil Bhatia, Partner at Bain Capital said: “India's commercial vehicle sector continues to present compelling platform-building opportunities, supported by increasing formalization of the aftermarket and deeper OEM supply chain localization. The Setco brand brings three decades of market leadership, deep OEM relationships, and strong brand recognition in the aftermarket segment. Combined with RSB's established platform and operational capabilities, we see a clear path to unlocking significant value. We remain committed to supporting management in executing this opportunity.”
Shri Harish Sheth, Chairman & Managing Director, Setco Automotive Limited, said: “This transaction marks a pivotal moment for Setco, enabling us to unlock significant value while ensuring a strong future for Setco Auto Systems within a scaled and growth-oriented platform. We believe RSB is the right strategic partner to build on SASPL’s legacy and accelerate its next phase of growth. This move also aligns with our broader vision of creating sustainable long-term value for all stakeholders.”
Commenting on the exit, Shantanu Nalavadi, Managing Director of IndiaRF, said, “Our capital was deployed to partner with the management to strengthen the business amidst the CV downcycle by enhancing OEM relationships through reliable delivery, quality, and new products, while regaining aftermarket leadership to emerge as a market-leading CV clutch player. The transaction reflects a strong outcome for all stakeholders including IndiaRF investors, and we remain confident in its continued growth trajectory.”
RSB Advisors: KPMG acted as financial, tax and commercial due diligence advisor, PwC advised on structuring, Khaitan & Co acted as legal counsel, and Ropes & Gray and Kirkland & Ellis served as international legal advisors on the transaction.
SAL and IndiaRF Advisors: Arpwood Capital acted as the exclusive financial advisor to the sellers, while Wadia Ghandy acted as legal counsel to SAL. Alvarez & Marsal conducted the vendor financial due diligence. IndiaRF was advised by Dhruva Advisors on structuring and tax and Argus Partners acted as legal counsel.