Deal sheet
- Status
- Disclosed in filing, not announced
- Parties
- Reservoir Media, PopArabia
- Amount
- USD 287,650
- Rights covered
- Equity in PopArabia FZ-LLC (Abu Dhabi Media Free Zone, UAE), the Reservoir subsidiary that holds and administers the group's Middle East and North Africa rights, including the Cairo label 100COPIES, Egyptian publishing and recorded-music repertoire, and the rights management entity Esmaa Arabia FZ-LLC. Reservoir's disclosed interest: 51.00 per cent in the subsidiary schedules for the years ended 31 March 2023, 2024 and 2025; 56.23 per cent for the year ended 31 March 2026. No recorded music or publishing copyrights changed hands: this is a movement in the equity above an existing rights-holding company.
- Territory
- Middle East and North Africa; Egypt; United Arab Emirates
- Announced
- 2026-05-28
- Primary document
- Regulatory filing
- Sources
- Reservoir Media Exhibit 21.1, subsidiaries of the registrant, year ended 31 March 2026, filed 28 May 2026 · Reservoir 10-K FY2026, filed 28 May 2026: "Acquisition of noncontrolling interests" $(287,650) in the statement of changes in shareholders' equity, split $(286,833) paid-in capital and $(817) NCI, and the same figure in financing activities. NCI balance $845,040 vs $1,322,006. Net loss attributable to NCI $476,149 vs $18,516. · Exhibit 21.1 FY2025, filed 28 May 2025: PopArabia FZ-LLC 51.00%. · Exhibit 21.1 FY2024, filed 30 May 2024: PopArabia FZ-LLC 51.00%. · Exhibit 21.1 FY2023, filed 31 May 2023: PopArabia FZ-LLC 51.00%. · Reservoir 10-Q, quarter ended 30 June 2026, filed 4 August 2026: NCI $429,765; net loss attributable to NCI $415,275; Viral Wave final consideration $5,892,734. · Reservoir FY2026 results release, 28 May 2026: single PopArabia mention is the Viral Wave acquisition. No reference to any ownership change.
Read this before citing: CRITICAL. Two separately sourced facts, not one attributed transaction. (1) Reservoir's subsidiary schedule (Exhibit 21.1) states 56.23 per cent for PopArabia FZ-LLC at 31 March 2026 against 51.00 per cent at 31 March 2025, 2024 and 2023, and PopArabia is the only entity in the schedule whose percentage moved. (2) The FY2026 consolidated statement of changes in shareholders' equity and the financing section of the cash flow statement each record "Acquisition of noncontrolling interests" of $287,650, against nil in FY2025.
The filing does NOT name PopArabia, or any entity, as the subject of the $287,650. Do NOT write that Reservoir paid $287,650 for 5.23 per cent of PopArabia. The attribution is an inference from the schedule being the only ownership disclosure that moved, and it must be presented as such. Item 601(b)(21) does not require every subsidiary to be listed, so an unlisted entity cannot be ruled out as the subject of the payment.
Price per point is NOT publishable. Dividing $287,650 by 5.23 points assumes an attribution the filing does not make.
The noncontrolling interest balance fell from $1,322,006 (31 Mar 2025) to $845,040 (31 Mar 2026) to $429,765 (30 Jun 2026), but that movement is driven mainly by losses allocated to minority holders ($476,149 in FY2026, $415,275 in Q1 FY2027), not by the buy-out. Do not present the balance decline as the price of the stake.
The change was never announced: no 8-K, no press release, no earnings release states it. The 10-K narrative says only "a controlling stake" and "Reservoir's stake in PopArabia," with no figure.
Exhibit 21.1's footnote states that "indentation [is] used to reflect intermediary levels of ownership." No differential indentation exists in FY2023, FY2024, FY2025 or FY2026. The key is unusable, so which group entity holds the PopArabia interest could not be established. Do not infer it from row order.
PopArabia's minority shareholders are not named in any filing located. Could not be established.
Viral Wave figures: FY2026 Note 18 says "approximately $5.7 million" (pre-completion SPA estimate); Q1 FY2027 Note 5 says $5,892,734 final ($5,372,734 cash, $350,000 deferred, $170,000 contingent). Both correct as at filing date. See deal #764.
Reservoir Media, Inc. paid cash during the financial year ended 31 March 2026 to buy out minority shareholders in a subsidiary, and over the same year its disclosed holding in its Middle East and North Africa rights arm, PopArabia FZ-LLC, rose from 51.00 per cent to 56.23 per cent. PopArabia is the only entity in Reservoir’s subsidiary schedule whose stated ownership percentage moved between the two years.
What the documents establish. Exhibit 21.1 to Reservoir’s annual report for the year ended 31 March 2026, filed 28 May 2026, lists PopArabia FZ-LLC of the Abu Dhabi Media Free Zone at 56.23 per cent. The equivalent schedules filed on 28 May 2025, 30 May 2024 and 31 May 2023 all list it at 51.00 per cent. Every other percentage in the schedule is unchanged year on year: Blue Raincoat Artists Limited at 50.10 per cent, Audio Up Inc. at under 1.00 per cent, and the remainder at 100.00 per cent. The only other difference between the two schedules is a new line, Reservoir Popindia Private Limited of India at 100.00 per cent.
The consideration. The consolidated statement of changes in shareholders’ equity in the same annual report carries a line reading “Acquisition of noncontrolling interests” of $(287,650), split $(286,833) against additional paid-in capital and $(817) against noncontrolling interests. The financing activities section of the consolidated statement of cash flows carries the same $(287,650) as a cash outflow. The comparative figure for the year ended 31 March 2025 is nil. Booking the purchase against paid-in capital rather than through the income statement is the treatment used when a parent that already controls a subsidiary buys more of it: it is an equity transaction, not a business combination.
The limit of the claim. Reservoir does not name PopArabia, or any entity, as the subject of the $287,650. The attribution rests on the subsidiary schedule being the only disclosure in the filing that shows an ownership percentage moving, and on the $287,650 being the only acquisition-of-minority-interest consideration recorded in the year. Exhibit 21.1 is not required to list every subsidiary, so an unlisted entity cannot be excluded as the subject. This record therefore states the payment and the percentage movement as two separately sourced facts and does not assert that one is the price of the other.
Noncontrolling interest balances. The minority interest on Reservoir’s balance sheet fell from $1,322,006 at 31 March 2025 to $845,040 at 31 March 2026, and to $429,765 at 30 June 2026. Net loss attributable to noncontrolling interests was $476,149 for the year to 31 March 2026 against $18,516 the year before, and $415,275 for the quarter to 30 June 2026. The balance movement is therefore driven mainly by losses allocated to minority holders, not by the buy-out.
Not announced. No Reservoir press release, no Form 8-K and no earnings release located on EDGAR states the change in the PopArabia holding. The results release for the year ended 31 March 2026, issued 28 May 2026, mentions PopArabia once, to report its acquisition of Viral Wave. The annual report’s own narrative says only that Reservoir “acquired a controlling stake in PopArabia in January 2020” and refers to “Reservoir’s stake in PopArabia” without a figure. The percentage appears nowhere in the filing except the subsidiary schedule.
Defect in the schedule’s own key. The footnote to Exhibit 21.1 reads: “Ownership percentages relate to that of the entity directly above, with indentation used to reflect intermediary levels of ownership.” No differential indentation exists in any of the four years examined. The 2026 schedule applies no distinct padding or margin to any row, and the 2023 schedule applies identical values to every row. Read literally against the footnote, the entity directly above PopArabia is Shapiro, Bernstein & Co. Limited. The key as published cannot be used to identify which group company holds the PopArabia interest, and that could not be established from the filings.
African relevance. PopArabia is the vehicle through which Reservoir holds North African rights. It owns the Cairo label 100COPIES jointly with Reservoir, administers Egyptian repertoire including mahraganat catalogue, and in April 2026 acquired the MENA label and distributor Viral Wave. A change in who controls PopArabia is a change in the chain of title above a body of Egyptian recorded music and publishing.
Figure reconciliation. The subsequent-events note to the FY2026 annual report prices the Viral Wave purchase at “approximately $5.7 million.” The acquisitions note to the 10-Q for the quarter ended 30 June 2026 states final consideration of $5,892,734, being $5,372,734 cash, $350,000 deferred and $170,000 contingent. The first figure is the pre-completion estimate in the sale and purchase agreement; the second is the consideration recorded on completion. Both are correct as at their filing dates.
