BSECompany Update1d ago · 6 Nov 2026, 12:20 pm
UBS Securities India Pvt Ltd ('Manager to the Open Offer') has submitted to BSE a copy of Detailed Public Statement in terms of Regulations 3(1), 4 and 5(1) read with Regulations 13(4), 14(3) and 15(2) and other applicable Regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, to the Public Shareholders of Castrol India Ltd ("Target Company").
Castrol India Ltd · 500870
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Castrol India Ltd has received a detailed public statement from UBS Securities India Pvt Ltd regarding an open offer for acquisition of up to 25.71 crore equity shares of the company. The open offer is at a price of INR 199.45 per equity share. The statement covers the period from January 1, 2025 to December 31, 2025, and includes the financial statements of the company and its subsidiaries.
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Governance Concern1/10
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Balance Sheet Risk6/10
Liquidity Impact8/10
Market Sentiment5/10
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Castrol India Ltd - 500870 - Detailed Public Statement
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06BAA46D-E72B-4D21-A45C-A75216A1D29C-122012.pdf
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DETAILED PUBLIC STATEMENT IN TERMS OF REGULATIONS 3(1), 4 AND 5(1) READ WITH REGULATIONS 13(4), 14(3) AND 15(2) AND OTHER
SCSp were not included in the combined financial statements for the period
APPLICABLE REGULATIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS)
ended December 31, 2025, as the entity had commenced operations from April
REGULATIONS, 2011, AS AMENDED, TO THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF 22, 2026.
CASTROL INDIA LIMITED (2) Audited combined financial statements of the aforesaid entities for the 6 (six)
months ended June 30, 2026 are not currently available, and the applicable
laws of the jurisdiction where the aforesaid entities are registered do not require
Registered Office: Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai - 400 093, Maharashtra, India them to complete an audit of, or publish, combined interim financial statements
for that period by the date of this DPS. However, they have been subject to
Corporate Identification Number (“CIN”): L23200MH1979PLC021359 limited review.
Tel No.: +91 (22) 7177 7111; Website: www.castrol.co.in (3) The combined financial statements cover the period from January 1, 2025 to
December 31, 2025. However, PAC 3’s financial statements were included
OPEN OFFER FOR ACQUISITION OF UP TO 25,71,71,820 (TWENTY FIVE CRORE 2.12 PAC 1 was incorporated on December 1, 2025. Since this is PAC 1’s first year from December 3, 2025, i.e., the date when it commenced operations.
SEVENTY ONE LAKH SEVENTY ONE THOUSAND EIGHT HUNDRED AND TWENTY) of operations, it is not required to prepare audited financial statements under
(4) Since the financial statements of PAC 3 are presented in United States Dollars
FULLY PAID-UP EQUITY SHARES HAVING A FACE VALUE OF INR 5/- (INDIAN the applicable laws of Jersey. Accordingly, no financial statements of PAC 1 are
(USD), the financial information has been converted to INR, for the purpose of
RUPEES FIVE ONLY) EACH (“EQUITY SHARES”) OF CASTROL INDIA LIMITED available.
convenience, at a rate of USD 1 = INR 94.5975 as at June 30, 2026 and USD 1
(“TARGET COMPANY”), CONSTITUTING 26.00% (TWENTY SIX PERCENT) OF THE 3. Details of PAC 2 = INR 89.9198 as at December 31, 2025 (Source: Financial Benchmarks India
EQUITY SHARE CAPITAL (AS DEFINED BELOW), AT A PRICE OF INR 199.45/-
(INDIAN RUPEES ONE HUNDRED AND NINETY NINE AND FORTY FIVE PAISE ONLY) 3.1 PAC 2, i.e., Stonepeak Infrastructure Fund V Cayman (AIV I) LP, is an exempted Private Limited).
PER EQUITY SHARE (“OFFER PRICE”), FROM THE PUBLIC SHAREHOLDERS limited partnership registered on May 23, 2025, under the laws of the Cayman (5) Total income for the 6 (six) months ended June 30, 2026 includes unrealised
(AS DEFINED BELOW) OF THE TARGET COMPANY BY MOTION JVCO LIMITED Islands (registered number MC-132356). There has been no change in the name of gains on investments; no realised gains were recorded during the period.
(“ACQUIRER”), TOGETHER WITH STONEPEAK MOTION HOLDCO LIMITED PAC 2 since its registration. (6) PAC 3 is a closed-ended fund, and Basic/Diluted Earnings per Share is
(“PAC 1”), STONEPEAK INFRASTRUCTURE FUND V CAYMAN (AIV I) LP (“PAC 3.2 The registered office of PAC 2 is located at Maples Corporate Services Limited, PO not required to be calculated or disclosed in the financial statements under
2”), STONEPEAK INFRASTRUCTURE FUND V (LUX) (AIV I) SCSP (“PAC 3”), CPP Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The contact applicable laws of the jurisdiction of its registration.
INVESTMENT BOARD PRIVATE HOLDINGS (6) INC. (“PAC 4”) AND CASTROL details of PAC 2 are as follows: Telephone number: +1 345 949 8066, Fax number:
5. Details of PAC 4
LIMITED (“PAC 5”, AND ALONG WITH PAC 1, PAC 2, PAC 3 AND PAC 4, “PACS”) +1 345 949 8080.
AS PERSONS ACTING IN CONCERT WITH THE ACQUIRER FOR THE PURPOSES 5.1 PAC 4, i.e., CPP Investment Board Private Holdings (6) Inc., is a corporation
3.3 PAC 2 is engaged in investment holding and related activities.
OF THE OPEN OFFER (AS DEFINED BELOW), PURSUANT TO AND IN COMPLIANCE incorporated on November 25, 2021, under the laws of Canada (corporation number
WITH THE SEBI (SAST) REGULATIONS (AS DEFINED BELOW) (“OFFER”/“OPEN 3.4 PAC 2 is a part of Stonepeak Infrastructure Fund V. 1354495-8). PAC 4 was incorporated under the name “13544958 Canada Inc.” and
OFFER”). 3.5 PAC 2 is an exempted limited partnership controlled by its general partner, Stonepeak subsequently changed its name to “CPP Investment Board Private Holdings (6) Inc.”
This detailed public statement (“DPS”) is being issued by UBS Securities India Private Infrastructure Fund V Cayman LP. with effect from April 12, 2022.
Limited, the manager to the Open Offer (“Manager to the Open Offer” or “Manager”), 3.6 The securities of PAC 2 are not listed on any stock exchange in India or abroad. 5.2 The registered office of PAC 4 is located at 141 Bay Street, Suite 3100, Toronto, ON,
for and on behalf of the Acquirer and the PACs, to the Public Shareholders, pursuant M5J 0G3, Canada. The contact details of PAC 4 are as follows: Telephone number:
3.7 As on the date of this DPS, other than the transactions detailed in Part II (Background
to and in compliance with Regulations 3(1), 4 and 5(1), read with Regulations +1 416 868 4075, Fax number: Not available.
to the Offer) below, PAC 2, its general partner and key employees do not hold any
13(2)(e), 13(4), 14(3), 15(2) and other applicable regulations of the Securities and Equity Shares/ voting rights/ ownership/ interest/ other relationship in the Target 5.3 PAC 4 is engaged in investment holding and related activities.
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
Company. 5.4 PAC 4 is an indirect wholly-owned subsidiary of Canada Pension Plan Investment
2011 and subsequent amendments thereto (“SEBI (SAST) Regulations”). The DPS is
being issued pursuant to the public announcement dated December 24, 2025 (“PA”) in 3.8 Since PAC 2 is an exempted limited partnership, PAC 2 does not have any directors. Board.
relation to the Open Offer, which was filed with BSE Limited (“BSE”) and the National Hence, there are no common directors on the boards of PAC 2 and the Target 5.5 As at March 31, 2026, the total share capital of PAC 4 is CAD 531,19,72,162/-
Stock Exchange of India Limited (“NSE”, and along with BSE, “Stock Exchanges”) and Company. (Canadian Dollars five hundred and thirty one crore nineteen lakh seventy two
the Securities and Exchange Board of India (“SEBI”) and sent to the Target Company on 3.9 As on the date of this DPS, PAC 2 has not been prohibited by SEBI from dealing in thousand one hundred and sixty two only). PAC 4 is a wholly owned subsidiary of
December 24, 2025, in terms of the SEBI (SAST) Regulations. securities pursuant to the terms of any directions issued under Section 11B of the and is controlled by CPP Investment Board Private Holdings (5) Inc., which in turn is
For the purpose of this DPS, the following terms would have the meaning assigned to SEBI Act or under any other regulations made under the SEBI Act. a wholly owned subsidiary of and is controlled by Canada Pension Plan Investment
Board.
them herein below: 3.10 Neither PAC 2 nor any of its general partner or key employees have been categorised
(a) “Equity Share Capital” shall mean the total equity share capital of the Target or declared as a ‘wilful defaulter’ by any bank or financial institution or consortium 5.6 PAC 4 has executed a binding agreement whereby, subject to the terms contained
Company on a fully diluted basis expected as of the 10th (tenth) Working Day from the thereof, in accordance with the guidelines on wilful defaulters issued by the RBI, in therein, it has made a capital investment indirectly in PAC 1 in connection with the
closure of the Tendering Period of the Open Offer, i.e., 98,91,22,384 Equity Shares. terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations
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