CCI competition order · 21 Apr 2026
Official title
1. Motion JVCo Limited 2. Stonepeak Motion HoldCo Limited 3. Stonepeak Motion Infrastructure Fund Middle Holdings LP 4. BP Motion Holdings Limited 5. CPP Investment Board Private Holdings (6) Inc.
Summary
Check the official recordThe Competition Commission of India has received a notification regarding a proposed combination involving the acquisition of 100% of the shares and voting rights of Castrol Group Holdings Limited by Motion JVCo Limited. The transaction includes a subsequent investment by BP Motion Holdings Limited in Motion JVCo, a co-investment by CPP Investment Board Private Holdings (6) Inc. in the Target, and an open offer to acquire up to 26% of the equity share capital of Castrol India Limited. The acquirers include various Stonepeak entities, BP Motion Holdings Limited, and CPP Investment Board Private Holdings (6) Inc. The parties state that the transaction does not create new horizontal, vertical, or complementary overlaps in India.
What you must do
Who is affected
Summary in terms of Regulation 13(2) of the Competition Commission of India (Combinations) Regulations, 2024 (as amended)
A. Name of the parties to the combination
Acquirers
(a) Motion JVCo Limited (“Motion JVCo”)
(b) Stonepeak Motion HoldCo Limited (“Stonepeak HoldCo”)
(c) Stonepeak Motion Infrastructure Fund Middle Holdings LP (“Stonepeak SPV”)
(d) BP Motion Holdings Limited (“BPMH”)
(e) CPP Investment Board Private Holdings (6) Inc. (“CPPIB InvestCo”)
((a) to (c) are collectively referred to as the “Stonepeak Entities” and (a) to (e) are collectively referred to as the “Acquirers”).
Target
(f) Castrol Group Holdings Limited (“Target”)
The Acquirers and the Target are collectively referred to as the “Parties”, and individually as “Party”.
B. Nature and purpose of the combination
(a) Motion JVCo will acquire 100% of the shares and voting rights in the Target from BP p.l.c. (“bp”) (the “Castrol Acquisition”).
(b) At closing, BPMH (a wholly owned subsidiary of bp) will invest in Motion JVCo, acquiring 35% of its shares and voting rights, with Stonepeak HoldCo holding the remaining 65% (“BP Investment”).
(c) Prior to, at, or after closing of the Castrol Acquisition, CPPIB InvestCo will make a capital investment indirectly in the Target (“CPPIB Co- Investment”).
(d) As a result of Motion JVCo's indirect acquisition of 51% of the equity shares of Castrol India Limited (“Castrol India”) pursuant to the Castrol Acquisition, an open offer to the public shareholders of Castrol India is required. Motion JVCo, together with Stonepeak HoldCo, Stonepeak Infrastructure Fund V Cayman (AIV I) LP, Stonepeak Infrastructure Fund V (Lux) (AIV I) SCSp and CPPIB InvestCo (acting as persons in concert), propose to acquire up to 26% of the equity share capital of Castrol India under the open offer (“Open Offer”).
C. Products, Services and businesses of the Parties
Stonepeak Entities: The Stonepeak Entities are newly incorporated and do not have any activities in India or worldwide. The Stonepeak Entities are special purpose vehicles currently indirectly wholly owned by investment funds advised and/or managed by affiliates of Stonepeak Partners LP (together with its affiliates, “Stonepeak”).
BPMH: BPMH is a newly incorporated entity and does not have any activities in India or worldwide. BP Group operates in the sectors of resilient hydrocarbons, convenience & mobility, and low-carbon energy in India.
CPPIB InvestCo: CPPIB InvestCo is CPPIB InvestCo is managed by Canada Pension Plan Investment Board (“CPPIB”). CPPIB InvestCo does not have any business activities in India.
Target: Castrol, headquartered in the UK, is active globally in the development, production and sale of lubricants, greases, coolants and related fluids used in a wide range of industries, including automotive, energy, industrial and marine. Castrol India's activities include manufacturing, distilling, refining, treating, storing, exporting and importing lubricants and other oils and substances for lubricating engines and machinery. Castrol India also manufactures, treats and trades chemicals.
D. Respective markets in which the Parties operate
The activities of Stonepeak and CPPIB (including their affiliates) do not exhibit any horizontal, vertical, or complementary overlaps with the Target in any of the plausible relevant markets in India. Any horizontal overlaps or vertical or complementary linkages between the affiliates of bp and the Target (including their relevant downstream affiliates) already exist prior to the Proposed Transaction and will not be impacted by the Proposed Transaction in any manner whatsoever.
Accordingly, the Proposed Combination is being notified under Section 6(4) of the Competition Act read with Rule 3 of the Competition (Criteria of Combination) Rules, 2024.
