Saregama India Limited's Board of Directors has approved the execution of transaction agreements for acquiring Bhansali Productions Private Limited (BPPL) in a strategic deal valued at ₹325.00 crores. The board meeting held on December 16, 2025, formalized the partnership structure that combines equity investment with exclusive music rights arrangements.

Board Approval and Transaction Structure

The board has approved multiple agreements that form the comprehensive acquisition framework:

The initial investment involves subscription of 9,960 compulsory convertible preference shares (CCPS) with a face value of ₹10.00 each, totaling ₹325.00 crores. Upon conversion of these preference shares, Saregama's shareholding in BPPL will rise to 51.00%, providing majority control of the production house.

Multi-Tranche Acquisition Timeline

The acquisition will proceed through structured phases with specific timelines and shareholding targets:

The 2028 Option ensures Saregama maintains at least 28.00% shareholding on a fully diluted basis, while the 2030 Option provides the right to acquire majority control with 51.00% shareholding through the CCPS conversion mechanism.

Strategic Partnership Framework and Music Rights

Managing Director Vikram Mehra emphasized the deal's strategic structure during the investor conference call, highlighting that the valuation is performance-based rather than historical. The partnership ensures Bhansali Productions retains complete creative control while Saregama provides governance oversight and financial discipline.

The exclusive Music Rights Agreement guarantees Saregama access to all future film music from BPPL productions through a pre-agreed pricing formula, eliminating competitive bidding scenarios. This arrangement is expected to secure approximately 30.00% of Saregama's Hindi film music content, potentially reaching 40.00%.

Bhansali Productions Profile and Performance

Bhansali Productions Private Limited, incorporated on May 8, 2003, operates in media and entertainment with focus on content creation, production and distribution. The company is promoted by Sanjay Navin Bhansali, renowned for directing acclaimed films including Bajirao Mastani, Gangubai Kathiawadi, Padmaavat, and the Netflix series Heeramandi.

The production house maintains a robust content pipeline with over 10 feature films planned for the next three years, including major upcoming releases Love and War starring Ranbir Kapoor, Alia Bhatt and Vicky Kaushal, and Do Deewane Sheher Mein featuring Siddhant Chaturvedi and Mrunal Thakur.

Valuation Structure and Investment Benefits

The deal structure incorporates performance-linked valuation parameters, with the company's total valuation ranging between ₹650.00 crores and ₹1,590.00 crores based on operating margin performance over the next three years. This structure ensures Saregama pays for future performance rather than past achievements.

The investment is expected to be EPS accretive by FY27, with anticipated margin improvements across both Music and Video segments. Saregama plans to gradually wind down its in-house film production activities over the next 1-2 years, releasing ₹150.00-175.00 crores of working capital currently tied up in video business.

The transaction closing remains subject to satisfaction of customary conditions precedent and subsequent conditions as outlined in the transaction agreements. This strategic acquisition positions both companies for enhanced growth in India's expanding entertainment industry while leveraging their complementary strengths in content creation and music distribution.

Saregama India Limited has announced a key board transition with the completion of an Independent Director's tenure, marking the end of a significant leadership chapter for the entertainment company.

Director Tenure Completion

Mr. Santanu Bhattacharya (DIN: 01794958) ceased to be an Independent Director of Saregama India Limited with effect from the close of business hours on December 21, 2025. This cessation follows the completion of his second and final term as an Independent Director, in compliance with regulatory requirements that limit the tenure of independent directors.

The company has placed on record its appreciation for the significant contributions made by Mr. Bhattacharya during his tenure with the organization. This announcement was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Updated Board Composition

Following Mr. Bhattacharya's cessation, the company has provided an updated list of its Directors and Key Managerial Personnel effective from December 22, 2025. The current board structure reflects a balanced composition of executive, non-executive, and independent directors.

Regulatory Compliance

The cessation announcement was made in accordance with SEBI regulations, specifically under Regulation 30 read with Schedule III Part A Para A of SEBI LODR and the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The company has ensured full compliance with disclosure requirements and has made this information available on its official website.

The transition maintains the company's governance standards while ensuring continued compliance with independent director tenure regulations. The remaining board composition includes four independent directors, maintaining the required independence ratio for effective corporate governance.