Energy major bp plc has agreed to sell a 65 per cent stake in Castrol Limited to alternative investment firm Stonepeak for $6 billion, resulting in an indirect change of control and triggering a mandatory open offer for shareholders of Castrol India.

Following the announcement, Motion JVCo, part of Stonepeak Infrastructure Fund V, along with associated entities and the Canada Pension Plan Investment Board, launched an open offer to acquire up to 26 per cent of Castrol India for slightly over Rs 49.9 billion at Rs 194.04 per share. The open offer is conditional upon the completion of the underlying global transaction.

Castrol Limited, which owns a 51 per cent stake in Castrol India, is a wholly owned subsidiary of Castrol Group Holdings, itself fully owned by bp. Globally, the transaction will result in the formation of a new joint venture in which Stonepeak will hold a 65 per cent stake, while bp will retain the remaining 35 per cent.

In the Indian context, the transaction gives Stonepeak indirect control over Castrol Limited’s shareholding in Castrol India through associated entities. Castrol Group Holdings and Castrol Limited have been identified as persons acting in concert, and disclosures indicate that shares tendered in the open offer may also be acquired by the parent entity.

Stonepeak is a specialist investor in infrastructure and real assets, managing approximately $80 billion in assets worldwide.

bp said the proceeds from the sale, which values Castrol Limited at $10 billion, will be used to reduce net debt and strengthen its balance sheet, in line with its strategy to sharpen focus on downstream businesses. The transaction forms part of bp’s previously announced $20 billion divestment programme. As of the end of the third quarter of 2025, bp’s net debt stood at $26.1 billion.

bp’s retained 35 per cent stake in the joint venture will allow it continued exposure to Castrol’s growth strategy, while preserving the option to divest the remaining holding at a later stage. The transaction also includes minority interests in Castrol operations in markets such as Vietnam, Saudi Arabia and Thailand.

Industry sources said the transaction does not directly impact Castrol India’s share capital, governance framework or day-to-day operations. The listed subsidiary will continue to operate as a separate legal entity with its own board, shareholders and regulatory responsibilities.

Castrol India currently commands around one-fifth of the domestic lubricants market and enjoys strong brand recall. Market participants noted that the company remains a high dividend-yielding stock, supported by robust and sustained business performance over recent quarters. Sources added that irrespective of changes at the parent level, Castrol India is expected to continue investing in growth and delivering long-term value to shareholders.