Bain Capital-backed RSB acquires Setco Auto Systems in ₹580-crore deal; gains control of ₹663-crore CV clutch maker

Bain Capital-backed RSB Transmissions has completed the acquisition of Setco Auto Systems Pvt Ltd (SASPL), a leading supplier of medium and heavy commercial vehicle (MHCV) clutch systems, in a transaction valued at up to ₹580 crore, including non-compete payments.

The acquisition marks a significant step in RSB’s efforts to expand its automotive components platform and deepen its presence across both original equipment manufacturers (OEMs) and the aftermarket. The deal also gives RSB control of a business that generated revenue of ₹663 crore in FY25, accounting for nearly 96% of Setco Automotive Ltd’s consolidated revenue.

Strengthening commercial vehicle components portfolio

The transaction stems from an agreement announced earlier this year under which Setco Automotive agreed to divest its entire stake in SASPL to Pune-based RSB Transmissions through a multi-stage transaction. The deal comprises share-sale proceeds of up to ₹510 crore and an additional ₹70 crore payable under a non-compete arrangement.

As part of the first phase, RSB acquired approximately 41% of SASPL’s fully diluted equity capital, securing management control and the right to appoint a majority of the company’s board. The remaining stake will be acquired in FY28, with a portion of the consideration linked to EBITDA-based performance milestones.

The transaction also facilitated the exit of India Resurgence Fund (IndiaRF), which held a 35% stake in SASPL. Upon completion of the first-stage acquisition, RSB assumed effective control of the clutch manufacturer.

R.K. Behera, Chairman of RSB Group, said the acquisition represents a key milestone in the company’s strategy of building a systems-led automotive components platform. He said the combination offers strong alignment across manufacturing capabilities, product offerings and customer relationships, creating multiple opportunities for operational synergies and long-term value creation.

Focus on OEMs and aftermarket growth

S.K. Behera, Vice Chairman and Managing Director of RSB Group, said SASPL’s expertise in clutch systems and its strong presence across OEM and aftermarket channels complement RSB’s existing business. He added that the company’s immediate focus will be on ensuring a seamless integration while maintaining continuity for customers and partners. The existing management team, led by CEO Neeraj Singhal, will continue to run the business.

Saahil Bhatia, Partner at Bain Capital, said India’s commercial vehicle sector continues to offer attractive platform-building opportunities, supported by growing formalisation of the aftermarket and deeper localisation within OEM supply chains. He said Setco’s established market position, long-standing OEM relationships and strong aftermarket brand make it a strategic fit within the RSB platform.

Following the transaction, Setco Automotive and its promoter group will discontinue the use of the “Setco” brand. The company has initiated the process of changing its name to Shilayan Industries Ltd, subject to shareholder and regulatory approvals.