Castrol India: Motion JVCo now gains indirect sole control
Castrol India Limited said Motion JVCo Limited completed a transaction on October 30, 2026, that gave it indirect sole control of Castrol India. Motion JVCo bought 100% of Castrol Group Holdings Limited above the promoter chain, while Castrol Limited continues to hold 50,44,52,416 shares, or 51.00%, in Castrol India.
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Who controls Castrol India after the October 2026 transaction?
Motion JVCo has indirect sole control of Castrol India following Closing on October 30, 2026. Before Closing, BP p.l.c. was the ultimate holding company of Castrol Limited, which is Castrol India’s promoter. After the sale and purchase transaction was completed, Motion JVCo obtained sole indirect control of Castrol Limited through the ownership chain above it.
The disclosure identifies Motion JVCo as the Acquirer and says it is part of Stonepeak Infrastructure Fund V, referred to as Stonepeak. The change is indirect because Motion JVCo did not acquire Castrol India shares directly. Instead, it acquired 100% of Castrol Group Holdings Limited, which sits above Castrol Limited in the promoter chain.
Castrol India received the information on November 2, 2026, at 12:44 p.m. Indian Standard Time. Its filing was made under Regulations 30 and 30A of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015, and followed its December 24, 2025 disclosure on the transaction documents.
How did Motion JVCo obtain control of Castrol India?
Motion JVCo obtained control by acquiring 100% of Castrol Group Holdings Limited, which owns 100% of Castrol Limited. This two-step ownership chain meant that the October 30, 2026 Closing transferred sole indirect control over Castrol Limited to Motion JVCo and, through it, over Castrol India.
The transaction arose from a sale and purchase agreement dated December 23, 2025 between BP p.l.c. and Motion JVCo. Castrol India said the agreement had been amended or amended and restated from time to time before Closing. The filing does not disclose a purchase price, valuation or other financial terms of the agreement.
Motion JVCo’s acquisition of all equity in Castrol Group Holdings Limited is the stated mechanism behind the control change. Castrol Group Holdings Limited’s 100% ownership of Castrol Limited remained the intervening link, while Castrol Limited’s 51.00% shareholding in Castrol India remained the link to the listed company’s voting rights.
What promoter stake remains in Castrol India?
Castrol Limited continues to hold 50,44,52,416 equity shares in Castrol India, representing 51.00% of its equity share capital. The filing identifies Castrol Limited as Castrol India’s promoter and states that this holding represents 51.00% of the total voting rights attached to Castrol India shares.
The reported change is in the ultimate controller of the promoter chain, rather than in the stated size of the promoter’s listed-company stake. Castrol Limited held the 51.00% stake before Closing when BP p.l.c. was its ultimate holding company, and it retains the same 51.00% stake after Motion JVCo’s acquisition of Castrol Group Holdings Limited.
Motion JVCo now has the right to direct how Castrol Limited exercises voting rights attached to the 50,44,52,416 Castrol India shares, according to the filing. That right covers 51.00% of Castrol India’s total voting rights and is the stated basis for Motion JVCo’s indirect sole control of Castrol India.
The filing distinguishes between direct ownership and indirect control. Castrol Limited remains the direct holder of the Castrol India shares, while Motion JVCo controls that direct holder through its acquisition of 100% of Castrol Group Holdings Limited and the latter’s 100% ownership of Castrol Limited.
What interest does BP p.l.c. retain after Closing?
BP p.l.c. retains an indirect non-controlling interest in Motion JVCo through BP Motion Holdings Limited, which received 35% of Motion JVCo’s equity share capital at Closing. BP Motion Holdings Limited is an indirect wholly owned subsidiary of BP p.l.c., and the 35% allotment occurred simultaneously with Motion JVCo’s acquisition of Castrol Group Holdings Limited.
The filing expressly characterises BP Motion Holdings Limited’s 35% interest as non-controlling. The announced structure therefore separates BP p.l.c.’s retained interest in Motion JVCo from control: Motion JVCo acquired 100% of Castrol Group Holdings Limited, while BP Motion Holdings Limited became a 35% shareholder in Motion JVCo.
Castrol India referred readers to its December 24, 2025 disclosure for details of the consequences of Closing on other transaction documents. The November 2, 2026 filing does not set out those documents’ terms, and it does not state any change to Castrol Limited’s 51.00% promoter holding in Castrol India.
Conclusion
The October 30, 2026 Closing moved ultimate control of the Castrol India promoter chain from BP p.l.c. to Motion JVCo, an entity in Stonepeak Infrastructure Fund V. Castrol Limited remains the direct promoter shareholder with 50,44,52,416 shares and 51.00% of voting rights, while Motion JVCo now directs the exercise of those rights through its acquisition of Castrol Group Holdings Limited.
The next disclosed matter to watch is the effect of Closing on the other transaction documents referenced in Castrol India’s December 24, 2025 disclosure. The November 2, 2026 filing confirms that BP Motion Holdings Limited holds a 35% non-controlling interest in Motion JVCo, but leaves the consequences of the other transaction documents to the earlier disclosure.