SKF India Limited (500472) Earnings Call Transcript & Summary

Good morning, everybody, and good morning to all the shareholders who are present online. I welcome you all to this NCLT convened meeting of equity shareholders of SKF India Limited. I would like to mention that this meeting has been convened through video conferencing and other audiovisual modes in compliance of the orders of the NCLT Mumbai Bench passed on 4th of June 2025, for the purpose of considering the scheme of arrangement between SKF India Limited, SKF India (Industrial) Limited and their respective shareholders and creditors as per the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013. I'm Kuldeep Kumar Kareer. I have been appointed as Chairperson of this meeting by the honorable National Company Law Tribunal, Mumbai. Before beginning with the proceedings of the meeting, I would like to introduce the Board of Directors and other officers of the company who are present online. I will call out their names and they will introduce themselves. Ms. Anu Wakhlu.

[Foreign Language] I'm Anu Wakhlu, Independent Director of the company. I'm also the Chairperson of the Audit Committee, the Nomination and Remuneration Committee and a member of the Risk Management Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. I am participating in this meeting from Pune, Maharashtra India.

Thank you, Ms. Anu. Mr. Gopal Subramanyam.

[Foreign Language] Good morning to all of you. I'm Gopal Subramanyam, Independent Director of your company. I'm also the Chairperson of the Board of SKF India Limited, the Risk Management Committee and Stakeholder Relationship Committee. Besides, I'm also a member of Audit Committee, Nomination and Remuneration Committee and CSR Committee. I am joining this meeting from Pune, Maharashtra India. Thank you.

Thank you, Mr. Gopal. Ms. Kerstin Enochsson.

So once again, [Foreign Language] and good morning. Kerstin Enochsson is my name. I'm President, Automotive at SKF. I'm Non-Executive and Non-Independent Director. I'm calling in from Sweden, and I'm also a member of the Audit Committee. Thank you.

Thank you, Ms. Kerstin. Mr. Joakim Landholm.

Hello everyone. My name is Joakim Landholm. I'm the group -- I'm heading up Group Operations in SKF Group. I am a Non-Executive and Non-Independent Board member of SKF India. I'm also a member of the -- I'm also a member of the Nomination and Remuneration Committee of the company, and I am attending this meeting from Stockholm, Sweden.

Thank you, Mr. Joakim. Mr. Mukund Vasudevan. Please check your audio.

Here I go again. Good morning, everyone. [Foreign Language] I am Mukund Vasudevan, Managing Director of your company. I am the Chairperson of the CSR Committee and a member of the Stakeholders Relationship Committee and Risk Management Committee of the company. I'm participating in this meeting from Pune, Maharashtra.

Thank you, Mr. Vasudevan. Mr. Shailesh Kumar Sharma. Please check your audio, you're not audible.

Hello [Foreign Language] I'm Shailesh Kumar, Whole-Time Director of your company. I'm also a member of the Risk Management Committee of the company. I'm attending this meeting from Pune, Maharashtra, India.

Thank you, Mr. Shailesh. Mr. Ranjan Kumar.

Good morning, everyone. I'm Ranjan Kumar. I am the Company Secretary and Compliance Officer of your company, and I'm joining this meeting from Pune, Maharashtra, India.

Thank you, Mr. Ranjan. Thank you all of you. Mr. Ashish Saraf, who is Chief Financial Officer of the company. He was also supposed to join, but he could not join this meeting due to some personal [indiscernible]. So the company has made all possible arrangements under the current circumstances to enable the members to effectively participate in this meeting through video conferencing facility and to cast their vote electronically. Now I would request Mr. Ranjan Kumar, Company Secretary and Compliance Officer of the company to please check and confirm whether the quorum for this meeting is there and also share some vital information about this meeting with the shareholders. Over to Mr. Ranjan Kumar.

Thank you, honorable Chairman. After looking at the number of shareholders present at this meeting, I confirm that the requisite quorum, as required under the law for this meeting, is present. As per various circulars issued by Ministry of Corporate Affairs and SEBI from time to time, the participation of the shareholders who have joined this meeting through video conferencing has also been considered for the purpose of computing quorum. Shareholders, please note that this meeting is also being attended by our statutory auditors, Mrs. Deloitte Haskins and Sells; our secretary auditors, Mrs. J B Bhave & Company; our cost auditors as well as the scrutinizers appointed by honorable NCLT. Now a brief announcement for the convenience of the shareholders. All shareholders who have been joining -- who have joined this meeting are being put on mute mode by default just to avoid any background noise and to ensure a smooth and seamless proceedings of this meeting. The shareholders who have registered themselves as speaker will be allowed to speak when their names are announced with the request to speak. Once the names are announced, their audio and video facility will be opened accordingly. Shareholders may further note that the recorded video of the proceedings of this meeting and the transcript of it would be uploaded on the website of the company. This would also be uploaded on the stock exchanges where the shares of the company are listed, which is BSE Limited and National Stock -- National -- NSE Limited in due course. Now a quick information about voting inspection and speaker shareholders. I would like to inform the shareholders that in compliance with the provisions of the applicable laws and various circulars issued by the Ministry of Corporate Affairs and SEBI, the shareholders, we have provided the facility to cast their votes through remote e-voting platform, which was open from 10th July, which was Thursday -- 10th July 2025, which was Thursday from 9:00 a.m. Indian Standard Time till 13th July 2025, which was Sunday, till 5:00 p.m. Indian Standard Time. The facility of casting an e-vote is also available to the members during this meeting. The shareholders who have not casted their vote using the remote e-voting platform but are present in this meeting can cast the vote during this meeting. E-voting facility is currently active, and it will remain active until 15 minutes from the conclusion of this meeting. If the shareholder has already casted his or her vote using remote e-voting facility, then he or she will not be allowed to cast their votes during this meeting. Shareholders whose name -- I mean, this is about the shareholders who are qualified to cast their vote. So the shareholders whose name appeared on the register of members as on the cutoff date, which was 7th July 2025, as was indicated in the notice also, these are the people who are eligible to cast their vote for this business. Since this meeting is being convened through video conferencing, there will not be any vote by show of hands. Now I would also like to appraise the shareholders about scrutinizers. Honorable NCLT has appointed Mrs. Keval Mahendra Shah of Mrs. Keval Mahendra Shah & Associates as scrutinizers for scrutinizing the votes casted by the shareholders in a more fair and transparent manner. They are also attending this meeting through video conferencing. The combined results of remote e-voting as well as e-voting casted during this meeting will be declared by the company after receipt of scrutinizer's report. The result of scrutinizer's report would be published on the website of the company, which is www.skf.com. It would also be uploaded on the website of NSDL, which is www.evoting.nsdl.com. It will also be sent to the stock exchanges where the shares of the company are listed, which is BSE Limited and National Stock Exchange of India Limited in due course within the prescribed time as given in the law. Now we move on to take the resolution contained in the notice. But before requesting honorable Chairman to take up the resolution, I would like to reiterate the process of taking the query and questions from the shareholders, which was explained in the notice, which has been circulated to the shareholders. This being a virtual meeting, only the following members will be entitled to share their views and questions, as was explained in the notice as well. Number one, the shareholders who have already registered themselves as speakers as on or before 4th of July 2025, as per the process explained in the notice and also the members who have expressed their views and have shared their questions in advance on the designated e-mail address, which was included in the notice by 4th of July 2025. The process of both of the enrollments were given in the notice, which has been floated to the shareholders. For others, if you have any questions, please do direct those questions through our registered e-mail ID, which is [email protected]. We'll try to reply your questions over e-mail unless the same has already been addressed in this meeting. With this, I would hand back -- hand over back to honorable Chairman for taking up the resolutions.

Thank you, Mr. Ranjan. Now we would briefly discuss the agenda of this meeting. On the requisite quorum, which we have come to know from Mr. Ranjan that it is complete. So I declare the meeting open and to order. The documents mentioned in the explanatory statement are open for inspection electronically on the website of the company, that is www.skf.com in accordance with the directions set out in the order of the honorable Company Law Tribunal and in compliance with the Ministry of Corporate Affairs circulars, the notice of this meeting, along with the documents mentioned in the explanatory statement have already been sent through e-mail to such equity shareholders whose e-mail addresses were registered in the records available to the company as on 30th May 2025. The shareholders may further note that notice of the NCLT convened meeting along with its annexures was also sent to the members via e-mail dated 7th June 2025. A copy of the notice and the accompanying documents were also placed and are still there on the website of the company, the website of NSDL, being the agency appointed by the company to provide e-voting facilities for the meeting, and the website of the stock exchanges, that is BSE Limited and National Stock Exchange of India Limited on 7th June 2025. The notice convening this meeting was duly published through an advertisement and newspapers on 9th June 2025, that is Financial Express, all editions; Business Standard, Pune Edition; Economic Times and Mint in English language; and Loksatta, Pune in Marathi edition. That was also in compliance with the relevant rules and the directions of the honorable NCLT. Considering the same, with your permission, the notice of the meeting and other company documents are being taken as read. Let me now briefly apprise you with the scheme of arrangement, which we are considering through this meeting, which has been placed upon the shareholders for your approval in this meeting. This meeting is placed in pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Companies Act and inter-alia provide for the following: Demerger includes transfer and vesting of the demerged undertaking that is industrial business from SKF India Limited, the demerged company, into the SKF India (Industrial) Limited, the resulting company on a going concern basis and issue of equity shares by the resulting company to the equity shareholders of the demerged company in consideration thereof in accordance with the provisions of the Companies Act 2013 and Section 2, Subsection 19AA of the Income Tax Act 1961. And two, various other matters consequential or otherwise integrally connected therewith, including reduction and cancellation of the entire pre-scheme share capital of the resulting company. The rationale of the scheme is mentioned on Page #29 and 30 of the notice and explanatory statement, which has already been circulated to you. The appointed date is the same as the effective date and -- or such other date as may be mutually decided by the Board of the demerged company and the resulting company. Effective date means the day on which the last of the conditions specified in clause 24, conditionality of the scheme, of this scheme are complied with or otherwise duly waived, as applicable in accordance with this scheme. For the purpose of the demerger of demerged undertaking from the demerged company into resulting company, based on the share entitlement ratio report of PwC Business Consulting Services, who are registered valuers, and their report dated 24th December 2024, the resulting company will issue 1 fully paid-up equity share of INR 10 each for every 1 fully paid-up equity share of INR 10 held in the demerged company. Saffron Capital Advisors Private Limited, an independent SEBI registered merchant banker, in their fairness opinion dated 25th December 2024, have opined that the share entitlement ratio is fair and reasonable. Upon the effectiveness of the scheme and subject to receipt of necessary approvals, the equity shares of the resulting company issued as consideration to the shareholders of the company in terms of the scheme, will also be listed on BSE Limited and National Stock Exchange of India Limited. The scheme is subject to receipt of approvals from the honorable National Company Law Tribunal and other regulatory authorities. So the agenda item on which your vote today is required is to approve the scheme of arrangement between the company and the resulting company and the respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. With this, as we have gone through the agenda items of this NCLT convened meeting, I thank the members for their participation. Now I will request the Company Secretary, Mr. Ranjan Kumar, to invite the members who have registered themselves as speakers. He will announce their names and on announcement of their names, the audio and video facility of the respective members will be open. I would like to request the members to be kindly brief and summarize their views and questions in just 2 minutes so that all the members get ample opportunity of expressing their views and raise their queries and questions. The questions raised by the speakers will be addressed once all the speakers have concluded with their queries. In interest of time, I request again to all the speakers to kindly confine their queries and questions only with respect to the agenda item, which is there before us, that is the approval of the scheme. Now I would request Mr. Ranjan to kindly facilitate the question-and-answer session and call the shareholders in order of their registration as speakers to raise their queries. Thank you, and over to Mr. Ranjan.

Thank you, honorable Chairman. In the interest of time and for the benefit of shareholders, I'll repeat again, I'll keep a time check as well and request the shareholders to confine their questions in 2 minutes. With this, let's go to our first speaker shareholder, which is Ms. Prakashini Shenoy. Can we have her on the screen, please? Ms. Prakashini Shenoy. Ms. Shenoy, are you...

Am I audible, sir?

Yes, mam. You're audible.

I'm Prakashini Shenoy from Bombay. Chairman sir, since we are meeting you for the first time, I wish one and all happy, healthy, healthy and wealthy and prosperous 2025. Respected honorable Chairman appointed by NCLT, other dignitaries on the Board and my fellow shareholders, good morning to all of you. I received the AGM report, AGM notice well in time, which is self-explanatory. I thank Mr. Ranjan Kumar, Company Secretary and Ms. Mayuri for the same. I should not forget to thank Ms. Mayuri once again for reminding me of today's meeting without which I won't be in a position to speak. Thank you, Ms. Mayuri once again. The Chairman has given a beautiful picture regarding the company and its NCLT matter. Sir, thank you very much for the same. Sir, I have just one or two questions. My first question is what is the cost of whole merger process? And how much time will it take to complete the process? And my second question is, what about the staff, whether they will be allowed to continue or otherwise? And the last question is how it is beneficial to the shareholders? Chairman, sir, last but not the least, my personal request to you, please continue with meetings so that people all over will have an opportunity to express their views. I wish the company good luck for a bright future and pray God that the profit of the company shall reach the peak in due course. Sir, I strongly and wholeheartedly support all the resolutions put forth in today's meeting.

Thank you so much, Ms. Shenoy. We noted your questions. With this, we move to the next speaker shareholder, which is Mr. Bimal Kumar Agarwal. Can we have Mr. Agarwal on the screen, please? Mr. Agarwal, can you hear us?

Can you hear me?

Yes, Mr. Agarwal. Please go on.

First of all, I thank the company Secretary, Mr. Ranjan Kumar and his team and also Mayuri Kulkarni for reminding us. Ms. Shenoy has told that she also just reminded at 9:00 or 9:30 around. Thank you for that. And already, my question was already raised by -- just now by Shenoy. I got no question to ask, and I have already voted for the same. Thank you very much. And I also agree that you continue video conference in future. That's all from me. Thank you very much. And try to arrange a plant visit, if you don't mind.

Sure, Mr. Agarwal. Thank you. Noted your suggestion and we'll soon come back to you on that, especially on the plant visit. With this, can we go to our next speaker shareholder, which is Mr. Himanshu Trivedi. Mr. Trivedi, can you hear us?

Yes, sir. I'm audible?

Yes, sir. You're audible.

Respect to NCLT's Chairman, Kuldeep Kumar Kareer. My fellow shareholders, myself, Himanshu Trivedi from [ Godhra, Gujarat ] state. Sir, first of all, I'm thankful to our Company Secretary, Ranjan Kumar, for sending me soft copy of the NCLT report [indiscernible] which is full of information and [ fact, figures are in place, ] which is easy to follow and easy to understand. So I'm thankful to you and your entire secretarial team. Sir, I don't have much question because I have already [indiscernible] I support all the agenda item. I sent my few question through the e-mail, still, I have few question, which is -- first query, sir, what steps would be taken, new management, for old employees of the company? And my second query is, sir, I -- who paid legal and other charges? Rest, nothing, sir. Thank you for allowing me to speak, I support all resolution agenda item. I wish good luck and bright future for the coming financial year.

Thank you, Mr. Trivedi. Thank you so much. Then we move to the next speaker, which is Ms. Lekha Shah. Can we have Ms. Lekha Shah, please, on the screen? Ms. Shah, can you hear us? Ms. Lekha Shah.

Am I audible?

Yes, ma'am. You're audible. Please go on.

Respected Chairman sir, Board of Directors and my fellow [indiscernible], good morning and regards to everyone. Myself, Lekha Shah from Mumbai. First of all, I would like to thank our Company Secretary, Ranjan Kumar, especially Mayuri ma'am for giving me this opportunity and for smooth process, where I'm able to talk in front of you in AGM. I found the AGM notice and delighted to say, it's really useful with a lot of information. Chairman sir, your opening remarks were so insightful and [indiscernible] already addressed everything I had in mind. I have complete trust and faith in our Board of Directors and Chairman sir. Where there is trust, there is no questions, sir. Once again [Foreign Language] I totally agree with my previous speakers, Bimal Kumar Agarwal, Prakashini Shenoy, please continue video conference meetings in future. So I firmly and wholeheartedly support the special resolutions for today's meeting.

Thank you so much, Ms. Shah. We noted your suggestion or request of plant visit, and we'll organize that soon. Then we move to our next speaker shareholder, which is Mr. Haritima Joshi. Can we have Mr. Joshi on the call, please?

Sir, this speaker has not joined the meeting.

Okay. We move to the next speaker shareholder, which is Mr. Ravindra Purohit. Can we have him on call, please? Mr. Purohit can you hear us?

Yes, I can. Am I audible?

Yes, sir. You're audible.

And first of all, we'd like to congratulate and have wholeheartedly supported this demerger initiative that SKF Group is undertaking. And also appreciate the initiatives that we've taken over the last 1 or 2 months where we hold a lot of con calls and analyst meets and there are a lot of material already available. So just a couple of questions regarding this. So once this demerger -- so our peer, Schaeffler Group actually merged everything into one single entity, whereas we are going the other way around. And of course, SKF Group itself has decided on this breakup. So we are totally okay with that. The question is, we will now have three entities in India, right? There is already an unlisted entity that we have in Ahmedabad, right, the SKF Engineering and Lubrication, right? And post this, you will have two more entities. Does it really make sense when we are trying to un-complicate structures globally. But in India, we will actually have three companies, and shareholders will always be kind of second guessing where do the company's interest lie. Of course, the listed entity being the largest one, I'm assuming that will -- that's where the shareholder alignment and interest would also lie. But it will just make life easier if there was more clarity on the structure and the path that the group is planning to take, right? And the second question was, sir, between the -- 6 months back, right, when we had done a couple of con calls and now when -- at the time of demerger, there has been a significant change in our CapEx outlook, right? I think earlier, we were effectively doing about INR 100 crores, INR 150-odd crores CapEx, but closer to the demerger and the last two calls that we have had specific to demerger, we have significantly raised our guidance on CapEx from about INR 150-odd crores over the last 3-year average to now taking it almost to INR 350 crores to INR 400 crores per annum basis, right? And we've put out in our presentation as well. So what has kind of happened between there and now for us to kind of warrant this very large change in our CapEx. If you could address both these questions, that will be very helpful for us. And once again, I completely support the demerger, and we have kind of voted in favor of the same.

Thank you. Thank you, Mr. Purohit and we duly noted your question and also the suggestion of bringing more clarity on structure, we'll go back at this suggestion. With this, we move to our last speaker shareholder, which is Mr. Jehangir Batiwala. Can we have him on the call, please? Mr. Batiwala, can you hear us? Yes, we can hear you now.

Okay. Sir, nothing more to speak because already a lot has been spoken to all the dignities on VC platform. Just one question is that now -- I was listening to the last speaker. Now [indiscernible] is our group company. So now what is the business model? What will be the business model? And how are we going to go ahead in the future? Like we'll be holding shares of two companies. So kindly clarify this. And if possible, a factory visit is -- if it is due?

Thank you, Mr. Batiwala. Well noted your request of factory visit, and we'll speak about the clarity as to how these two entities would look like, you hold share in both entities. We'll address that now. With this, we are done with all speaker shareholders. We'll turn back to honorable Chairman.

Sir speaker #5 has joined the meeting.

That's great. Let him be on the call. Mr. Haritima Joshi. Can we have him on the call, please? Mr. Joshi, can you hear us? Yes, Mr. Joshi?

This is [ Nikhil Upadhyay. ] I'm a joint account holder. I just had a couple of questions. One is on the structure as one of the earlier participants highlighted, I think we have a range of other entities, group entities in India and especially in the industrial business. So is there any thoughts in terms of simplifying the ownership structure and merging all under one single ownership? That is one. And secondly, if you look at in the auto also, if you look at some of the other group -- other competitors in the space over a period, they have expanded and added several other product categories. Bearing-allied products in bearing and then other product categories in the auto space. So post restructuring, is there any thoughts on portfolio addition for the residual auto business under SKF? That is second. Third is can you just give some more color in terms of the market position in major end segments for us, both in automotive and industrial, what kind of a market share we have now in major end applications or segments, be it industrial, automotive versus 3 to 5 years back? So parent in their presentation give out a very detailed market position, be it industrial, be it electronics, aerospace. So for us, can you give some sense what is our market position there? Other than that, I have a few questions on the aftermarket piece, whether be it auto and industrial. And the question here is, if I look at last 3 to 5 years, we have taken several initiatives, be it on distribution network expansion or serviceability of product. But if I look at the product segment growth and if I compare it to our competitive competitors, then we've seen some bit of muted performance there. So just trying to understand what really transpires. Is pricing a limitation for us? Or is it longer lead times? Because somewhere we also had a dedicated distribution center based in India, but growth somewhere has not picked up to the level where we think. And an added question is if you can elaborate on the [ Value Edge ] platform which we have launched and how does it differentiate for this other offering in the marketplace? And one more question is, if I look at our network be it automotive or industrial, how has it grown over the last 3, 4 years? And how do we look to grow in coming years? In industrial, if you look at parent, they have a very leading position globally in aerospace, defense, electronics and semiconductor applications. So for India entity, do we have any presence in any of these segments? And if we do, then what kind of revenue contribution these contribute currently? And in the upcoming localization, which we talk about, do we have any plans for localization for these segments? Last two questions I had. One is on the automotive. We talk about hybrid bearing. We also talk about advanced sensorized bearings now, especially in the hub solution offerings. So what kind of content we are talking about versus current product component sale of a bearing we would have to any OE? And are these localized? Last two questions was on the management. So in terms of incentive structure for the top management, what would that be? Is there any ESOP plan for them? And what will be the KRAs these link to? And last is on the cash. How would the cash be distributed between the two entities? Sorry, just one more. Parent has established recently a global competency center in India for IT and digital solutions. So will that be a part of the listed entities? These are the questions. I just request you to answer each of them in detail.

Thank you, Mr. Joshi. So with this, we concluded all speaker shareholders who got themselves registered for the questions or sharing their views. I hand over back to honorable Chairman.

Thank you, Mr. Ranjan, and thank you, all the shareholders who took time to raise very pertinent questions. Now I would request the Managing Director, Mr. Mukund Vasudevan to kindly respond to the questions raised by the shareholders.

Thank you, honorable Chairperson, and thank you, all shareholders, for your questions. I will do my best now to answer my -- answer these questions. And I would request support from Mr. Ranjan Kumar and Mr. Shailesh Kumar Sharma to support me in some of these where they will have additional information to share. The first question I have listed down is what was the -- what is the cost of this whole demerger and time line -- demerger and the time line? I request Mr. Ranjan Kumar, if he could briefly touch upon this.

Sure, sure. And I'll start with the time line. The way -- I mean, this was presented even in the last investor call as well. We are still targeting to conclude the process of demerger when we need to obtain the approval of NCLT by Q4 2025. We seem to be on track at this point of time. But as you know, NCLT process is something which goes -- which is not in the control of the company. So all the estimation, all the targets are subject to the approvals, which we are expecting from NCLT. So on a high-level time line, we expect to get our NCLT approval somewhere in September and October months, post which we go for a listing, and we want to conclude the whole process before Q4 2025. That's the high-level target we have taken as a management team, and we seem to be on track on that. Now coming on the cost of demerger, we are still in the process of accumulation. As you know, it's a complex project, primarily because the businesses, both automotive and industrial, they are so deeply integrated that having two independent businesses are -- is a complex process. We are still in the process of really quantifying the cost of the demerger, but we'll soon come back to the shareholders when we have some clear data around that. Mukund, back to you.

Yes. So the second question was how will this be beneficial to shareholders, this demerger. As you all know and we have stated in our calls with investors and with shareholders and with -- to SEBI, the purpose of this demerger is to create two fit-for-purpose companies, which are independently world-class companies. So both the automotive and industrial, the idea is that we will create two companies which are tuned to serve the market needs or the customer needs, tuned in their business model to serve the automotive or industrial segments. And also, the internal manufacturing process tuned so that we can serve our customers better. And finally, even innovation will be tailored to what the customers want in industrial or automotive. The net result of all of that, our aspiration is that we will create two companies which can -- which are more profitable and can grow faster. So that is the overall intention and that as a result, should create more shareholder values to both the automotive and industrial shareholders. Okay. If I move on, Mr. Bimal Agarwal didn't have any questions. Mr. Himanshu Trivedi had two questions. I'll take the second one first, who will be paying for the legal charges for this demerger process? Mr. Ranjan Kumar, if you could answer that one.

Sure. So currently, what we are doing is the whole cost is being built by the SKF India Limited because it's -- the demerger is being initiated by the listed entity. However, since there is -- it doesn't matter where does the cost exist, be it in automotive or industrial entity, the reason being the shareholders are getting 1:1. So technically, with the same ownership, we are splitting the businesses two. But just to answer your question, currently, the costs are being built in the listed entity, which is SKF India Limited, which is in the process of demerger.

Thank you, Ranjan Kumar. And the first question from Mr. Trivedi was what steps will new management take for the old employees through the process of this demerger. As you know, SKF is a company which cares deeply for all its employees and values their contributions. As we said, in India, we are trying to create two companies which will grow faster and become more profitable. So the intention here is to make sure that the employees are taken care of. They are split in who is working with automotive and who is working with industrial, and they will take the company forward. And we will make sure that the two companies are fit for purpose and work towards what the customers need. So it's not -- there is no -- I think the caring nature of the company towards its employees will continue, whether it is automotive or industrial. Okay. Ms. Lekha Shah did not have any questions other than continue with VCs and factory visits and encouraged for factory visits, which we will continue to do. Mr. Ravindra Purohit had a question that there will be -- once the demerger is done, there will be three entities. Does it make sense. And is there any plans in the future to merge these entities. It will -- the suggestion from Mr. Purohit was that it -- merging them will create some clarity in structure and also clarity on where the interest of the company lie. At this point, we are going through the demerger process. As you know, this is a very complex process. We are -- especially because we are also splitting factories into automotive and industrial, so we do not want to complicate this at this -- any kind of the process at this point, we want to go through the demerger. Any future decisions on merging entities will be made at a later date once the demerger process is completed. But at this point, the demerger is a focus. There is no other thoughts to merge the entities. That said, we will come back to you if something -- our thought changes on that. But at this point, there is no such intention. As far as where our interest lies, our interest clearly lie with the shareholders, and we intend to continue to do that with both automotive and industrial shareholders in the future. We will continue to work towards -- our management will continue to work towards making sure that we build these two fit-for-purpose companies, and we are aligned with our shareholders in where we want to take these -- take the companies. The second question from Mr. Purohit was there's a significant change in CapEx outlook from around INR 150 crores a year going up to almost INR 400 crores a year. What has caused this change. There are two main reasons for this change. One is the macro in India where we believe we need more capacity to serve the growing demand, whether it is automotive demand or industrial demand, the infrastructure needs or the consumer needs or the commercial vehicle needs, all these are driving more demand, and we need more capacity. So one of it is purely capacity expansion, which we are accelerating. The second is that we are building a second factory for the industrial business. And that itself will take -- will involve a little bit of -- starting '27, '28 will increase the amount of CapEx. So that will be, as I said, a fit-for-purpose industrial factory tailored specifically for industrial. So those are the two main reasons for the CapEx delta or the increase you are seeing. Okay. Mr. Jehangir Batiwala had asked two questions. One is what is the business model going to be like in the future. And connected with that was since everybody -- since all shareholders will be holding 2 shares in 2 companies, will the business model be different. And the answer to the question is the business model will become more, as I said, fit for purpose, will become tailored more to automotive, tailored more to industrial for the two entities. So -- which means the business model includes everything from how do we manufacture. Automotive has is larger batch sizes and more lean manufacturing. Industrial does a lot more different segments, different industry verticals, smaller batch sizes. So again, manufacturing processes will be different. Innovation in automotive is now tailored towards a lot more as we see the macro industry trends there, electric vehicles is growing. The last mile delivery with commercial vehicles is growing. So those are macro drivers in automotive, whereas macro drivers in industrial are driven by infrastructure growth, which has a ripple effect on all the cement, steel, power. And again, there will be fit-for-purpose bearings, which will be created and manufactured for these industries. So the business model should be slightly different. While we have been tailoring to both these industries, the business models will evolve to make both the entities world-class and high performing. All right. I then switch to Mr. Nikhil Joshi and who is representing Mr. Haritima Joshi -- sorry, [ Nikhil Upadhyay, ] who is representing Mr. Haritima Joshi. The first question was around the structure, and I think we have already answered that. Is there a thought to merge into one. The second question was automotive. Is there a plan to add more product categories in automotive. Yes, there is. We are continuously looking at what additional product categories do we want to add in automotive. And I believe by create -- through this demerger, we will have more opportunity to look at it more closely and say what else can we add to the portfolio in automotive and so that we can add more value to our customers. Third question was around market share and how we're doing 3 years ago to now. I don't have specific figures right now to share, but happy to discuss this more. But overall, our data based on BMI, which is the bearing manufacturing index, it tells us that our market share has been fairly steady in India over the last 3 years. There are pockets where we have grown and pockets where we have probably not grown as much. But those were conscious calls. We have walked away from business where the profitability was not high. We have also gained business where we have localized more content and localized more manufacturing. So I would say across all our major segments, we have been -- we have taken conscious calls. But overall, if you look at it, our market share has been fairly steady, both in automotive and in industrial over the last 3 years. Okay. Aftermarket growth was the next question. And both on auto and industrial, and the question was why has growth -- has the growth been picked up or not. I think we have done a lot in both industrial and automotive and [ Value Edge, ] which was the next question was one of them in industrial. So the [ Value Edge ] program is a program which encourages our distributors, our channel partners to do the right thing, which is to make sure that we are selling value to the customer and not just trading product. That enables us to get premium, also to retain a customer and also to make sure that our distributors are partners in this process. So there are lots of examples of how [ Value Edge ] has actually helped convert or helped us gain market share or convert away from competitors to us, to SKF. And it also ensures that the secondary sale is happening in the right way, not just based on price. Our aftermarket has been -- has obviously been growing well, driven by two things. One is our coverage of the market. Both in automotive and in industrial, we have added several new distributors to cover the market fully. But we have also added secondary distributors or retailers. We have an IPS program in industrial, which has -- which is retail shops, which sell into industrial markets. We have a mechanic program in automotive. So we've added thousands and thousands of both IPS retail stores as well as mechanics to our bucket to expand the aftermarket. And that has ensured a good coverage of the market. That is number one. The second is connected to [ Value Edge ], how do we partner with our channel partners, whether it is the IPS or it is mechanics or it is our distributors. We partner with them with joint accountability, joint targets, but also sharing incentives and loyalty reward programs so that we can encourage them to do the right thing for our business. Overall, our growth has been good. Can it be better? Is there room for improvement? There is always room for improvement. Next question was around aerospace and defense. Do we have a plan to localize more. We do have some defense products being manufactured in India, defense-related products being manufactured. Is there a plan to localize more? We are continuously evaluating that and seeing what else we can do to kind of localize. Aerospace has been less of a demand in India because most OEMs are outside of India. But that said, this is something we will continue to look at. And if -- when the time is right and if we believe that the investment is justified, we will definitely look at it. All right. Incentives for management was the next question. So this was around what kind of incentives do the managers have for SKF, the managers in the two demerged entity, what kind of incentives they have. All our managers are driven by growth and profitability. And while global does play a role in it, there is a large content of local growth and profitability and net working capital. So those will continue to be a priority, which will -- which is, we believe, aligned with our shareholder interest. And the last question was around cash distribution. Ranjan, if you could take this question.

Sure, sure. I mean in the process of demerger, as you know, we have created the [indiscernible] financials for both entities separately and each of the P&L item and balance sheet items have been addressed with a very logical principles of allocation. So cash allocation, we have largely gone for last 3 years profit, which these two businesses have made, and based on the last 3-year profits, we have evolved the principles of allocating cash also. So for each of the P&L and balance sheet items, there is a very logical principle which has been evolved with the help of the experts to split each of the elements. Yes.

Thank you, Mr. Ranjan Kumar. I think I have covered all the questions. I now hand it back to Mr. Ranjan Kumar.

Thank you. Mukund, one last question. I think the last speaker also requested for a plan of localization, if you can speak something around that, both automotive and industrial.

Okay. So both industrial and automotive, we are continuing to work on localization. Automotive is already around 95% localized. Industrial is a little less, and that is one of the reasons we are continuing to invest. You remember the CapEx increasing. Industrial is localized to around 50%, a little less than 50%, but that we expect to continue to grow in the next 3 years and bring it back up to around 70% localized. It does not make sense to localize around 100% because it's a trade-off between how much you invest versus what's the payoff you get for that investment. So sometimes it makes sense to keep manufacturing elsewhere and create the product through the listed entities in India.

Thanks, Mukund. I think one question was also asked about the R&D center, which has been set up in India. This demerger is of the listed company. That R&D center continues to be with SKF Engineering, which is the non-listed entity of the [ promoter. ] So no change is proposed in that. It was existing in SKF Engineering, which was the non-listed entity. It continues to stay there. So I think with this, we have covered all the questions which was raised by your speaker shareholder. If you still feel some questions have not been answered appropriately, please feel free to write us back on the assigned e-mail. We'll try our best to respond to your questions in more detail if you feel that has not been covered in that much detail for you. With this, thank you all shareholders. I will hand over back to honorable Chairman.

Thank you, Mr. Ranjan Kumar and Mr. Mukund Vasudevan for responding to the question of the shareholders. So I think all the questions have been reasonably answered and the company has tried to respond to all your questions to the extent possible. And if you have any further queries, please feel free to write to the company and company will definitely respond and address the issues raised by you. Now we are coming to the voting part of the meeting. The e-voting facility is already open and will continue to remain open for 15 minutes after we conclude this meeting to enable the shareholders to cast their votes. The resolution as set forth in the notice will be deemed to be passed today subject to the receipt of the requisite number of votes. As we already noticed and declared that the quorum for the meeting is complete. Now I authorize the scrutinizer to declare the results of voting as per the prescribed time lines. The result of e-voting will be declared within two working days from the conclusion of the meeting today. And the same, along with the consolidated scrutinizer's report will be placed on the website of the company, on the website of NSDL and also on the website of BSE Limited and National Stock Exchange of India Limited. The company will also display the voting results on the notice board at the registered office of the company. So once again, I thank all the Board members of the company, shareholders, team of management and all the invitees for sparing their valuable time for attending this meeting. Since the business of the meeting is now complete, I declare this meeting as closed. However, the e-voting facility will continue for another 15 minutes. Thank you, everyone. Thank you very much.