Castrol India has announced a significant change in its ownership structure. BP p.l.c. will sell its stake in Castrol Group Holdings Limited (CGHL) to Stonepeak. Consequently, Stonepeak will indirectly acquire control of Castrol India. The deal involves an agreement for sale and purchase (SPA). The transaction is subject to regulatory approvals and customary closing conditions. This change promises a new direction for Castrol Limited’s operations in India.
Ownership Transition
BP p.l.c. has entered into an agreement to sell its stake in Castrol Group Holdings Limited (CGHL) to Motion JVCo Limited (“Acquirer”), an entity part of Stonepeak Infrastructure Fund V (“Stonepeak”). This transaction, formalized on December 23, 2025, will result in a change of control at Castrol India Limited.
Deal Structure and Implications
Under the agreement, BP will sell and transfer to the Acquirer 100% of the equity share capital of Castrol Group Holdings Limited (CGHL). CGHL holds 100% of the equity share capital of Castrol Limited. As a result, upon completion of this transaction (“Closing”), Stonepeak will indirectly acquire sole control over Castrol Limited.
Future Control and Structure
Post-acquisition, Stonepeak Motion Holdco Limited will hold 65% of the equity share capital of the Acquirer, maintaining sole control. BP Motion Holdings Limited will hold the remaining 35%. This new ownership structure is subject to the terms and conditions outlined in the Shareholder Agreement (“SHA”).
Effect on Management
Following the completion of the SPA, Stonepeak will gain the right to nominate directors to the board of CGHL. It is anticipated that certain existing directors nominated by BP will resign from the boards of CGHL, Castrol Limited, and Castrol India Limited.
Public Announcement
In line with regulations, the Acquirer will issue a public announcement regarding a mandatory open offer. This offer will comply with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations.
Source: BSE