The sale of shares will be through a preferential allotment, the companies said in a joint statement on Monday.
UTV's founders will be allotted 4.5 million convertible warrants at the same price to give them equal stake in the firm, it said.
"This investment further underlines our commitment to international growth," Walt Disney International Chairman Andy Bird told reporters in a teleconference from Mexico.
India has the world's third-largest cable TV market, which is forecast to become Asia's most lucrative pay TV market by 2015.
UTV produces television and movie content, makes gaming software and broadcasts television channels.
Disney and UTV founders have made a joint open offer to acquire a further 20 percent in UTV Software Communications Ltd at the same price as per Indian takeover rules.
If the offer is successfully completed, Disney's holding will rise to 51.6 percent in the fully diluted equity capital of UTV, an advertisement in the Business Standard daily said.
However, Disney will not exercise voting rights on the shares acquired in the open offer for four years, capping its effective stake at 32.1 percent, UTV said in a separate statement.
It also said UTV founders had the right to buy any shares Disney would acquire as a result of the open offer in that time.
"There is no high expectation that we will get many shares in the open offer," UTV Chief Executive Officer Ronnie Screwvala told reporters at a news conference.
News of the Disney investment failed to cheer UTV shares, which fell 4 percent to 828.25 rupees as investors thought the open price offer was below market expectations.
The stock had hit a year high of 1,132 in December.
UTV's board will expand to 12 from 8 after the preferential allotment, and both Disney and UTV's founders will have three members each, Screwvala said.
Disney also plans to invest 1.2 billion rupees for a 15 percent stake in UTV's broadcasting unit, which has launched three channels and plans another this month.
Goldman Sachs (India) Securities is the manager to the open offer.
DSP Merrill Lynch advised UTV on the deal.
UTV expects to launch a business news channel in March, Screwvala said.
Disney said India was the largest market outside the United States that it had invested in for local production.
In June 2007, Disney tied up with India's Yash Raj Films Studio for a series of computer-animated films targeting Indian audiences.
The partnership's first film, "Roadside Romeo" is set for release in 2008.
Disney, which broadcasts Disney Channel and Toon Disney/Jetix in India, bought Hungama, a Hindi-language children's channel from UTV for $30.5 million in 2006.
Last month, NBC Universal entered a deal with Indian broadcaster New Delhi Television to buy a 26 percent stake in the Indian firm's overseas unit that offers entertainment and lifestyle channels.