Castrol India control shifts; Rs 5,129 crore offer planned

Castrol India Limited moved under Motion JVCo Limited’s indirect sole control on October 30, 2026, triggering a cash open offer for up to 26% of Castrol India at Rs 199.45 per share, with maximum consideration of Rs 5,129.2919499 crore. The tendering period is indicatively scheduled from December 24, 2026 to January 7, 2027.

How did Castrol India’s control change?

Castrol India’s control changed when Motion JVCo completed its purchase of 100% of Castrol Group Holdings Limited from BP p.l.c. on October 30, 2026. Castrol Group Holdings Limited owns 100% of Castrol Limited, which remains Castrol India’s direct promoter and holder of 50,44,52,416 shares, or 51% of its equity share capital and voting rights.

The transaction was an indirect acquisition, not a direct purchase of Castrol India shares. Motion JVCo gained the right to direct voting on the 51% promoter stake and obtained sole control over Castrol India. Stonepeak Motion Holdco Limited holds 65% of Motion JVCo and retains sole control, while BP Motion Holdings Limited holds the remaining 35% as a non-controlling shareholder.

Castrol India manufactures and markets automotive and industrial lubricants and related services. Its 98,91,22,384 fully paid shares, each with a face value of Rs 5, are listed on BSE and the National Stock Exchange of India, or NSE; the filing says the other acquirer entities do not directly hold Castrol India shares.

What are the terms of the Castrol India open offer?

Castrol India public shareholders are being offered Rs 199.45 in cash per share for up to 25,71,71,820 shares, representing 26% of equity share capital. Assuming full acceptance, Castrol Limited’s holding would rise from 51% to 77%, or 76,16,24,236 shares, and the maximum payout would be Rs 5,129.2919499 crore.

The offer is mandatory under the Securities and Exchange Board of India, or SEBI, takeover regulations because Motion JVCo indirectly acquired control. It has no minimum acceptance condition, is not a competing offer, and the acquirer and persons acting in concert have stated that they do not intend to delist Castrol India through this process.

If shareholders validly tender more than 26%, acceptances will be proportionate, subject to the 25,71,71,820-share ceiling. Castrol India must retain at least 25% public shareholding under listing rules, and the acquirer says necessary steps would be taken within prescribed timelines if the offer reduces the public float below that level.

How was the Castrol India offer price determined?

Castrol India’s Rs 199.45 offer price consists of a Rs 194.04 initial price, a Rs 16.91 regulatory enhancement and an Rs 11.50 dividend adjustment. The initial price was based on the 60-trading-day volume-weighted average market price on NSE, where the shares were classified as frequently traded under the takeover rules.

The Rs 16.91 enhancement reflects a 10% annual adjustment for the period from the December 23, 2025 transaction agreement to publication of the detailed public statement on November 6, 2026. The detailed public statement was published after completion because the transaction did not meet thresholds that would make it a deemed direct acquisition.

The Rs 11.50 reduction reflects two dividends paid after the December 24, 2025 public announcement: a Rs 5.25 final dividend paid on April 22, 2026 and a Rs 6.25 interim dividend paid on August 28, 2026. Their aggregate exceeded the Rs 10.25 threshold, which was 50% above the prior three-financial-year average dividend of Rs 6.83 per share.

The acquirer may raise the price or offer size until one working day before tendering begins. A purchase during the offer period above Rs 199.45 would require an upward revision, while a higher-price acquisition within 26 weeks after tendering may require an additional payment to shareholders whose shares were accepted, subject to the disclosed regulatory exceptions.

What do Castrol India’s financial figures show?

Castrol India reported consolidated total income of Rs 5,788.93 crore for the year ended December 31, 2025, compared with Rs 5,453.46 crore in 2024 and Rs 5,157.76 crore in 2023. Profit after tax rose to Rs 949.93 crore in 2025 from Rs 927.23 crore in 2024, while earnings per share increased to Rs 9.60 from Rs 9.37.

Income and profit increased in 2025, while net worth declined by Rs 378.07 crore from Rs 2,278.37 crore in 2024 to Rs 1,900.30 crore. Castrol India also has a lubricants intellectual-property and technology licence with Castrol Limited, under which it pays royalty, and provides research and development services for a fee; the company said these arrangements were not material related-party transactions.

What happens next for Castrol India shareholders?

Castrol India’s indicative tendering period starts on December 24, 2026 and closes on January 7, 2027. The draft letter of offer is scheduled to be filed with SEBI on November 16, 2026, the independent directors’ committee is due to issue its recommendation by December 22, 2026, and payment or return of shares is targeted by January 21, 2027.

Eligible public shareholders may tender dematerialised or physical shares through a separate BSE acquisition window during the tendering period. Although BSE is the designated exchange for the process, NSE represented 97% trading turnover during the December 1, 2024 to November 30, 2025 relevant period, compared with 5% on BSE.

Castrol Limited provided an unconditional bank guarantee of Rs 5,129.2919499 crore on November 3, 2026, equal to 100% of the maximum consideration. It also deposited Rs 51.2929195 crore in the Project Viscosity Escrow Account; the guarantee has an August 3, 2027 long-stop date, which may be extended to September 28, 2027 at Castrol Limited’s request.

Conclusion

Castrol India’s direct 51% promoter block remains with Castrol Limited, but control of that promoter chain passed to Motion JVCo on October 30, 2026. The open offer gives public shareholders a cash tender route for up to 26% of equity at Rs 199.45 per share, and full acceptance would lift the promoter stake to 77%.

The next milestones are SEBI’s review of the draft letter of offer, the independent directors’ recommendation by December 22, 2026 and the scheduled December 24, 2026 start of tendering. Following the offer, Motion JVCo says it may, in consultation with Castrol India’s board and subject to law, consider operational streamlining, restructuring, asset changes, new markets, partnerships or asset transactions based on business requirements.