Key Quantitative Figures

  • Offer Size: 25,71,71,820 equity shares (26.00% of equity share capital)
  • Offer Price: ₹199.45 per equity share
  • Total Maximum Consideration: ₹5,129,29,19,499
  • Target Company Paid-up Capital: 98,91,22,384 equity shares of ₹5 face value each
  • Current Promoter Holding (PAC 5): 50,44,52,416 shares (51.00%)
  • Post-Offer Potential Holding: Up to 76,16,24,236 shares (77.00% if full acceptance)

Offer Price Composition

  • Initial Offer Price: ₹194.04 (60-day VWAP on NSE)
  • Enhancement Amount: ₹16.91 (10% p.a. for period from Dec 23, 2025 to Nov 6, 2026)
  • Dividend Adjustment: ₹11.50 (adjustment for excess dividends paid)

Dividend Adjustment Details

  • Average Dividend (FY2023-2025): ₹6.83 per share
  • 50% Threshold: ₹10.25 per share
  • Actual Dividends Paid:
  • Final dividend ₹5.25 (record date: March 23, 2026)
  • Interim dividend ₹6.25 (record date: August 11, 2026)
  • Total: ₹11.50 per share

Financial Arrangements

  • Bank Guarantee: ₹5,129,29,19,499 from HSBC, valid until August 3, 2027 (extendable to September 28, 2027)
  • Escrow Account: ₹51,29,29,195 cash deposit (1% of consideration) with HSBC as Escrow Agent
  • Financial Resources: Confirmed through own funds and offshore borrowings

Parties Involved

Acquirer: Motion JVCo Limited (Jersey incorporated, December 1, 2025)

Persons Acting in Concert (PACs):

  • PAC 1: Stonepeak Motion Holdco Limited (Jersey)
  • PAC 2: Stonepeak Infrastructure Fund V Cayman (AIV I) LP (Cayman Islands)
  • PAC 3: Stonepeak Infrastructure Fund V (Lux) (AIV I) SCSp (Luxembourg)
  • PAC 4: CPP Investment Board Private Holdings (6) Inc. (Canada)
  • PAC 5: Castrol Limited (UK, promoter of Target Company)

Manager: UBS Securities India Private Limited

Registrar: KFin Technologies Limited

Background to Offer

The open offer is triggered by the completion of the underlying transaction on October 30, 2026, wherein the Acquirer acquired 100% of Castrol Group Holdings Limited from BP p.l.c., which indirectly held 100% of PAC 5 (Castrol Limited). This resulted in indirect acquisition of:

  • Right to direct exercise of voting rights of 50,44,52,416 shares (51.00%)
  • Sole control over Castrol India Limited

Shareholding Pattern

| Entity | Current Holding | Post-Offer (No Tender) | Post-Offer (Full Acceptance) |

| Acquirer & PACs | 50,44,52,416 (51.00%) | 50,44,52,416 (51.00%) | 76,16,24,236 (77.00%) |

Target Company Financials (Consolidated)

| Particulars | FY2025 | FY2024 | FY2023 |

| Total Income (₹ crore) | 5,788.93 | 5,453.46 | 5,157.76 |

| Profit After Tax (₹ crore) | 949.93 | 927.23 | 864.13 |

| EPS (₹) | 9.60 | 9.37 | 8.74 |

| Net Worth (₹ crore) | 1,900.30 | 2,278.37 | 2,121.69 |

Statutory Approvals Obtained

The underlying transaction received approvals from antitrust authorities in:

  • Angola, Australia, Botswana, Brazil, China, Egypt, European Commission, India (CCI), Kenya, Kuwait, Mexico, Morocco, Namibia, Nigeria, Pakistan, Saudi Arabia, South Africa, South Korea, Turkey, UK, Ukraine, US (FTC & DOJ)

And foreign investment approvals from:

  • Austria, Australia, Belgium, France, Germany, Greece, Italy, New Zealand, Romania, Spain, Sweden

Tentative Schedule

  • Draft LOF Filing with SEBI: November 16, 2026
  • Identified Date: December 10, 2026
  • LOF Dispatch: By December 17, 2026
  • Tendering Period: December 24, 2026 to January 7, 2027
  • Payment Completion: By January 21, 2027
  • Post-Offer Announcement: By January 29, 2027

Conditions and Provisions

  • Offer is not conditional upon minimum acceptance
  • No intention to delist the Target Company
  • Equity shares will be acquired free from all liens and encumbrances
  • Acquirer reserves right to streamline operations post-offer
  • Target Company must maintain minimum 25% public shareholding

Related Party Transactions

Ongoing transactions between Castrol India and Castrol Limited:

  • Royalty payments for lubricants-related IP and technology license
  • R&D services provided by Castrol India to Castrol Limited
  • Approved by audit committee and not material under SEBI (LODR) Regulations

Certifications

Bansi S. Mehta & Co. (Drushti Desai, Partner) provided certificates confirming:

  • Offer price computation (December 24, 2025 and November 4, 2026)
  • No breach of Regulation 5(2) thresholds
  • Adequate financial resources for offer implementation

#Tags: #CastrolIndia #OpenOffer #SEBISAST #M&A #RegulatoryCompliance #Neutral