About Sun TV Network Ltd

Sun TV Network Limited is engaged in producing and broadcasting satellite television and radio software programming in the regional languages. The Company currently operates television channels in 4 South Indian languages and also in Bangla and Marathi, predominantly to viewers in India, and also to viewers in Sri Lanka, Singapore, Malaysia, United Kingdom, Europe, Middle East, United States, Australia, South Africa and Canada. The Company's flagship channel is Sun TV. The other major satellite channels of the Company are Surya TV, Gemini TV, Udaya TV Sun Bangla and Sun Marathi. Presently, it is into the business of FM Radio broadcasting at Chennai, Coimbatore and Tirunelveli. It produces its own content / acquires the related rights. The Company has the license to operate an Indian Premier League (IPL) franchise 'Sun Risers Hyderabad'. The Company also operates an OTTplatform 'SUNNXT'. It currently has 55 FM radio stations operational in all important cities and towns in India. Sun TV Network Limited was incorporated as Sumangali Publications Private Limited in 18th December of the year 1985. The SunTV Network originally began as a Tamil satellite channel and further expanded with other channels in other languages including Telugu, Malayalam and Kannada. The channels offered from the company are SunTV, KTV, Sun Music, Sun News, Chutti TV, SuryaTV, GeminiTV, Teja News, Gemini News, Gemini Music, Gemini Cable Vision, UdayaTV, Udaya Movies, Udaya News, etc. The Company also has its own earth station, which beams programs directly to the satellite. In Tamil New Years Day at 14th April of the year 1993, Sun TV entered Tamil homes for the first time initially for four-and-a-half hour a day on a time-sharing arrangement with ATN. Over a period of time with Sun TV became a 24-hour channel in January of the year 1995. The word private' in the name of the company was deleted with effect from 1st July of the year 1996. As of September 1998, Domestic up linking commenced from Chennai through VSNL and the company had launched our first Malayalam channel Surya TV in October of the same year 1998. During March of the year 2000, Domestic up linking through own teleport commenced from Chennai and also fully digital transmission of all TV channels commenced. The name of the company was changed to Sun TV Limited. The fresh certificate of incorporation consequent to the change of name was granted to the company in 27th March of the year 2000. SunTV Network had launched Sun News, news and current affairs based channel in May of the same year 2000. The word 'private' was reinserted in the name of the company in 9th October of the year 2001. The Company bagged Indian Television Academy award for the best Tamil, Malayalam, Kannada and Telugu TV Channel for the year 2001. The Company had launched KTV, a 24-hour film based Tamil channel with its primary focus on films and film-based programme in October of the year 2002. Sun Music, the first 24-hour Tamil Music Channel was launched under the group in September of the year 2004. As at January of the year 2005, SunTV Network had launched a film and music based 24-hour Malayalam language channel under the name of Kiran TV. During the year 2003, the first radio Frequency Modulation (FM) channel in Tamil of the company came to existence from three major cities of Tamil Nadu, i.e., Chennai, Coimbatore and Tirunelveli and also it holds licenses for 45 FM radio stations across India. During the year 2005, Kal Radio Limited and South Asia FM Limited were incorporated for the purpose of bidding for FM licenses under the Phase II Policy of MIB. The status of the company was subsequently changed to a public limited company by a special resolution of the members passed at an extraordinary general meeting held in 15th December of the year 2005. The Fresh Certificate of Incorporation consequent on change of name was granted to the company in December 27th 2005. In the year 2006, Sun TV Ltd had launched 3 more FM Radio Stations under the brand S FM through its subsidiaries Kal Radio Ltd and South Asia FM Ltd. The Company's some channels became a pay mode with effect from 2nd December of the 2006. The Company had hiked its advertisement rates by 5% to 27% with effect from January of the year 2007. During the identical year of 2007, Sun TV signed an exclusive Cable & Satellite channels agreement with Nimbus Communications Ltd. Sun TV Network Ltd through its subsidiary - South Asia FM Ltd (SAFL) had entered into a strategic alliance with Red FM to further its FM Radio broadcasting business in the North, West and East Indian markets. The Company got its current name SunTV Network Limited' after the merger of Gemini and Udaya in 24th April of the year 2007. During the year 2008, from January to April, SunTV Network had launched its FM Radio Station under the brand 'S FM' at different locations, such as Kanpur, Thiruvananthapuram, Thrissur, Mangalore, Kannur (Kerala), Mysore and Jamshedpur. On 8 September 2008, Sun TV Network Ltd announced its entry into Film Production through its new division 'Sun Pictures'. This is a natural extension for the company with its already dominant presence across television and radio. Sun Pictures - a division of Sun TV Network Ltd will produce films in the four southern languages of Tamil, Telugu, Kannada and Malayalam and has signed contract with leading artistes, directors and music directors. On 3 August 2009, Sun TV Network informed the stock exchanges that M/s. South Asia Multimedia Technologies Ltd, (SAMT), a shareholder of South Asia FM Ltd (SAFL), subsidiary of Sun TV Network Ltd, has increased its stake in the equity of SAFL from 6.98% to 20% and the present shareholding of Sun TV Network Ltd in SAFL is 59.15%. On 22 December 2009, Sun TV Network announced that it will restructure its distribution business and team with the creation of two verticals, one focused on managing the South Indian operations and the International business and the second focused on expanding the SUN TV bouquet into the North, West and Eastern Markets of India. The key focus of this new organization is to distribute the Sun Television channels in India and Internationally via all fixed networks including cable, DTH, IPTV, HTTS and MMDS. On 20 January 2010, Sun TV Network announced that it has floated a wholly owned subsidiary, 'Sun TV Network Europe Ltd' in United Kingdom to broadcast and distribute its channels in U.K. and Europe. On 25 February 2010, Sun TV Network announced that its leading Malayalam satellite TV channels 'Surya TV' and 'Kiran TV' will become pay channels with effect from 1 April 2010. Surya TV and Kiran TV are amongst the most watched Malayalam channels in Kerala and world over. On 5 March 2010, Sun TV Network announced it would be launching its FM Radio Station in Gangtok (Sikkim) under the brand 'RED FM' from 6 March 2010 through the subsidiary South Asia FM Ltd. This station can be heard at 93.5 MHz frequency in Gangtok (Sikkim). The programs will cater to the audience of all age groups. On 29 November 2010, Sun TV Network announced that it has appointed Global Media Management LLC and World Media Connect LLC to manage and grow its distribution and advertising business, respectively in North America. The key focus behind this strategic move would be to diverge and expand into the North American markets by increasing subscription base and consecutively growing advertising revenues. This move also gives a competitive edge in distribution of services across varied platforms and promoting new television content to satisfy a diverse customer profile. On 7 February 2011, Sun TV Network clarified to the stock exchanges that the company and its Chairman Kalanithi Maran categorically deny that they have or had any shareholding or association/transaction with Kalaignar TV. On 14 October 2011, Sun TV Network announced that it would be launching the first 24 hours Malayalam kid's TV channel 'KOCHU TV' from 16 October 2011 onwards. Kochu TV will be the first and only of its kind 24 hours kids channel in Malayalam targeting the children in the age group of 4 to 14 years with regional and international flavor, versatile and rich mix of programming which includes best cartoons like Jackie Chan adventures, He-Man and pre school contents, etc. The programmes are designed to engage and stimulate the kids' imagination during the early formative age. On 4 January 2012, Sun TV Network launched four Ad free Action movie Channels - Sun Action in Tamil, Gemini Action in Telugu, Suriyan TV in Kannada and Surya Action in Malayalam. These will be the first of its kind 24 hours Ad free Action Movie Channels in India and are premier pay channels. On 9 January 2012, Sun TV Network launched three more pay Channels - Sun Life and Sun TV RI (Rest of India) in Tamil and Gemini Life in Telugu. Sun Life and Gemini Life will focus on lifestyle, religion, health, education etc. Sun TV RI (Rest of India) will transmit the same Sun TV content but specialized for the Rest of India i.e. all states other than Tamil Nadu and enabling the advertiser to focus on specific geographical areas. On 4 April 2012, Sun TV Network announced the launch of four additional channels on DISH platform in the United States of America. On 31 July 2012, Sun TV Network informed the stock exchanges that the company has concluded an agreement with Tamil Nadu Arasu Cable TV Corporation Ltd., an undertaking owned by the Government of Tamil Nadu engaged in the business of providing signals to cable operators in the state of Tamil Nadu. This agreement will enable the total availability of the company's channels on all cable TV distribution systems run by Arasu Cable across the state of Tamil Nadu with immediate effect. Sun TV already enjoys a dominant market share in terms of viewership ratings and the new arrangement will facilitate in further enhancing the competitive positioning of the company's extremely popular programming. The company will also now start earning additional subscription revenues from Tamil Nadu. On 25 October 2012, Sun TV Network announced that it has successfully bid for the Indian Premier League (IPL) franchisee offered by The Board of Control for Cricket in India (BCCI) and has been awarded the Hyderabad Franchise as long as the League continues for an amount of Rs 85.05 crore per year payable for five years, 2013-17 (inclusive). Thereafter, from and including 2018 onwards an amount equal to 20% of the franchisee income received in such year has to be paid in four quarterly installments to BCCI. On 19 March 2014, Sun TV Network announced the execution of formal contracts with YouTube and iTunes to facilitate the sale of Sun TV proprietary content on a pay for view' basis to customers living across the world. Additionally, the company also signed an agreement with Mumbai based Purple IFE Ltd to deploy its content library for in flight entertainment. On 26 August 2015, Sun TV Network announced a partnership with HOOQ platform for delivery of movies of their premium video-on-demand service. On 2 February 2016, YuppTV, the world's largest Over-The-Top (OTT) provider for Indian content, announced a tie-up with Sun Network to offer numerous regional entertainment options to its users. Under the agreement, YuppTV will make Sun Network channels viz. Surya and Kiran (Malayalam), Sun TV, KTV, Sun Music, Adithya TV (Tamil), Gemini TV, Gemini Movies and Gemini Comedy (Telugu) and Udaya TV (Kannada) available for its MENA (The Middle East and North Africa) viewers. On 12 February 2016, Sun TV Network announced that the committee appointed by the Board of Directors examined the issue of buyback of shares and recommended that the Board of Directors continue the present practice of payment of dividends and not to pursue the buyback of shares for the time being. The Board accepted the recommendation. On 27 April 2017, Sun TV Network announced that its new Surya comedy TV channel would go on air from 29 April 2017. In June 2017, Sun TV Network launched a new digital content platform 'Sun NXT' enabling customers to watch their popular TV programmes in Tamil, Telugu, Malayalam and Kannada on their favorite devices. The Company had launched during the financial year 2017-18, 24 hours Malayalam comedy channel namely, Surya Comedy and Sun NXT the digital content platform. In year 2018-19, Company commenced the transmission of new Bengali general entertainment channel SUN Bangla on February 3, 2019. M/s. Kal Radio Limited, subsidiary of the Company, had launched 6 more FM Radio Stations in Second Batch of Private FM Radio Phase III Channels catering to southern cities of India and 5 More FM Radio Stations was launched in Second Batch of Private FM Radio Phase III Channels by Company's subsidiary, M/s. South Asia FM Limited catering to Northern, Eastern & Western parts of India. During year 2019-20, one more FM Radio Station in Agartala was launched by M/s. South Asia FM Limited, subsidiary of the Company on June 8, 2019.

Sun TV Network Ltd Chairman Speech

Sun TV Network Ltd Company History

Sun TV Network Limited is engaged in producing and broadcasting satellite television and radio software programming in the regional languages. The Company currently operates television channels in 4 South Indian languages and also in Bangla and Marathi, predominantly to viewers in India, and also to viewers in Sri Lanka, Singapore, Malaysia, United Kingdom, Europe, Middle East, United States, Australia, South Africa and Canada. The Company's flagship channel is Sun TV. The other major satellite channels of the Company are Surya TV, Gemini TV, Udaya TV Sun Bangla and Sun Marathi. Presently, it is into the business of FM Radio broadcasting at Chennai, Coimbatore and Tirunelveli. It produces its own content / acquires the related rights. The Company has the license to operate an Indian Premier League (IPL) franchise 'Sun Risers Hyderabad'. The Company also operates an OTTplatform 'SUNNXT'. It currently has 55 FM radio stations operational in all important cities and towns in India. Sun TV Network Limited was incorporated as Sumangali Publications Private Limited in 18th December of the year 1985. The SunTV Network originally began as a Tamil satellite channel and further expanded with other channels in other languages including Telugu, Malayalam and Kannada. The channels offered from the company are SunTV, KTV, Sun Music, Sun News, Chutti TV, SuryaTV, GeminiTV, Teja News, Gemini News, Gemini Music, Gemini Cable Vision, UdayaTV, Udaya Movies, Udaya News, etc. The Company also has its own earth station, which beams programs directly to the satellite. In Tamil New Years Day at 14th April of the year 1993, Sun TV entered Tamil homes for the first time initially for four-and-a-half hour a day on a time-sharing arrangement with ATN. Over a period of time with Sun TV became a 24-hour channel in January of the year 1995. The word private' in the name of the company was deleted with effect from 1st July of the year 1996. As of September 1998, Domestic up linking commenced from Chennai through VSNL and the company had launched our first Malayalam channel Surya TV in October of the same year 1998. During March of the year 2000, Domestic up linking through own teleport commenced from Chennai and also fully digital transmission of all TV channels commenced. The name of the company was changed to Sun TV Limited. The fresh certificate of incorporation consequent to the change of name was granted to the company in 27th March of the year 2000. SunTV Network had launched Sun News, news and current affairs based channel in May of the same year 2000. The word 'private' was reinserted in the name of the company in 9th October of the year 2001. The Company bagged Indian Television Academy award for the best Tamil, Malayalam, Kannada and Telugu TV Channel for the year 2001. The Company had launched KTV, a 24-hour film based Tamil channel with its primary focus on films and film-based programme in October of the year 2002. Sun Music, the first 24-hour Tamil Music Channel was launched under the group in September of the year 2004. As at January of the year 2005, SunTV Network had launched a film and music based 24-hour Malayalam language channel under the name of Kiran TV. During the year 2003, the first radio Frequency Modulation (FM) channel in Tamil of the company came to existence from three major cities of Tamil Nadu, i.e., Chennai, Coimbatore and Tirunelveli and also it holds licenses for 45 FM radio stations across India. During the year 2005, Kal Radio Limited and South Asia FM Limited were incorporated for the purpose of bidding for FM licenses under the Phase II Policy of MIB. The status of the company was subsequently changed to a public limited company by a special resolution of the members passed at an extraordinary general meeting held in 15th December of the year 2005. The Fresh Certificate of Incorporation consequent on change of name was granted to the company in December 27th 2005. In the year 2006, Sun TV Ltd had launched 3 more FM Radio Stations under the brand S FM through its subsidiaries Kal Radio Ltd and South Asia FM Ltd. The Company's some channels became a pay mode with effect from 2nd December of the 2006. The Company had hiked its advertisement rates by 5% to 27% with effect from January of the year 2007. During the identical year of 2007, Sun TV signed an exclusive Cable & Satellite channels agreement with Nimbus Communications Ltd. Sun TV Network Ltd through its subsidiary - South Asia FM Ltd (SAFL) had entered into a strategic alliance with Red FM to further its FM Radio broadcasting business in the North, West and East Indian markets. The Company got its current name SunTV Network Limited' after the merger of Gemini and Udaya in 24th April of the year 2007. During the year 2008, from January to April, SunTV Network had launched its FM Radio Station under the brand 'S FM' at different locations, such as Kanpur, Thiruvananthapuram, Thrissur, Mangalore, Kannur (Kerala), Mysore and Jamshedpur. On 8 September 2008, Sun TV Network Ltd announced its entry into Film Production through its new division 'Sun Pictures'. This is a natural extension for the company with its already dominant presence across television and radio. Sun Pictures - a division of Sun TV Network Ltd will produce films in the four southern languages of Tamil, Telugu, Kannada and Malayalam and has signed contract with leading artistes, directors and music directors. On 3 August 2009, Sun TV Network informed the stock exchanges that M/s. South Asia Multimedia Technologies Ltd, (SAMT), a shareholder of South Asia FM Ltd (SAFL), subsidiary of Sun TV Network Ltd, has increased its stake in the equity of SAFL from 6.98% to 20% and the present shareholding of Sun TV Network Ltd in SAFL is 59.15%. On 22 December 2009, Sun TV Network announced that it will restructure its distribution business and team with the creation of two verticals, one focused on managing the South Indian operations and the International business and the second focused on expanding the SUN TV bouquet into the North, West and Eastern Markets of India. The key focus of this new organization is to distribute the Sun Television channels in India and Internationally via all fixed networks including cable, DTH, IPTV, HTTS and MMDS. On 20 January 2010, Sun TV Network announced that it has floated a wholly owned subsidiary, 'Sun TV Network Europe Ltd' in United Kingdom to broadcast and distribute its channels in U.K. and Europe. On 25 February 2010, Sun TV Network announced that its leading Malayalam satellite TV channels 'Surya TV' and 'Kiran TV' will become pay channels with effect from 1 April 2010. Surya TV and Kiran TV are amongst the most watched Malayalam channels in Kerala and world over. On 5 March 2010, Sun TV Network announced it would be launching its FM Radio Station in Gangtok (Sikkim) under the brand 'RED FM' from 6 March 2010 through the subsidiary South Asia FM Ltd. This station can be heard at 93.5 MHz frequency in Gangtok (Sikkim). The programs will cater to the audience of all age groups. On 29 November 2010, Sun TV Network announced that it has appointed Global Media Management LLC and World Media Connect LLC to manage and grow its distribution and advertising business, respectively in North America. The key focus behind this strategic move would be to diverge and expand into the North American markets by increasing subscription base and consecutively growing advertising revenues. This move also gives a competitive edge in distribution of services across varied platforms and promoting new television content to satisfy a diverse customer profile. On 7 February 2011, Sun TV Network clarified to the stock exchanges that the company and its Chairman Kalanithi Maran categorically deny that they have or had any shareholding or association/transaction with Kalaignar TV. On 14 October 2011, Sun TV Network announced that it would be launching the first 24 hours Malayalam kid's TV channel 'KOCHU TV' from 16 October 2011 onwards. Kochu TV will be the first and only of its kind 24 hours kids channel in Malayalam targeting the children in the age group of 4 to 14 years with regional and international flavor, versatile and rich mix of programming which includes best cartoons like Jackie Chan adventures, He-Man and pre school contents, etc. The programmes are designed to engage and stimulate the kids' imagination during the early formative age. On 4 January 2012, Sun TV Network launched four Ad free Action movie Channels - Sun Action in Tamil, Gemini Action in Telugu, Suriyan TV in Kannada and Surya Action in Malayalam. These will be the first of its kind 24 hours Ad free Action Movie Channels in India and are premier pay channels. On 9 January 2012, Sun TV Network launched three more pay Channels - Sun Life and Sun TV RI (Rest of India) in Tamil and Gemini Life in Telugu. Sun Life and Gemini Life will focus on lifestyle, religion, health, education etc. Sun TV RI (Rest of India) will transmit the same Sun TV content but specialized for the Rest of India i.e. all states other than Tamil Nadu and enabling the advertiser to focus on specific geographical areas. On 4 April 2012, Sun TV Network announced the launch of four additional channels on DISH platform in the United States of America. On 31 July 2012, Sun TV Network informed the stock exchanges that the company has concluded an agreement with Tamil Nadu Arasu Cable TV Corporation Ltd., an undertaking owned by the Government of Tamil Nadu engaged in the business of providing signals to cable operators in the state of Tamil Nadu. This agreement will enable the total availability of the company's channels on all cable TV distribution systems run by Arasu Cable across the state of Tamil Nadu with immediate effect. Sun TV already enjoys a dominant market share in terms of viewership ratings and the new arrangement will facilitate in further enhancing the competitive positioning of the company's extremely popular programming. The company will also now start earning additional subscription revenues from Tamil Nadu. On 25 October 2012, Sun TV Network announced that it has successfully bid for the Indian Premier League (IPL) franchisee offered by The Board of Control for Cricket in India (BCCI) and has been awarded the Hyderabad Franchise as long as the League continues for an amount of Rs 85.05 crore per year payable for five years, 2013-17 (inclusive). Thereafter, from and including 2018 onwards an amount equal to 20% of the franchisee income received in such year has to be paid in four quarterly installments to BCCI. On 19 March 2014, Sun TV Network announced the execution of formal contracts with YouTube and iTunes to facilitate the sale of Sun TV proprietary content on a pay for view' basis to customers living across the world. Additionally, the company also signed an agreement with Mumbai based Purple IFE Ltd to deploy its content library for in flight entertainment. On 26 August 2015, Sun TV Network announced a partnership with HOOQ platform for delivery of movies of their premium video-on-demand service. On 2 February 2016, YuppTV, the world's largest Over-The-Top (OTT) provider for Indian content, announced a tie-up with Sun Network to offer numerous regional entertainment options to its users. Under the agreement, YuppTV will make Sun Network channels viz. Surya and Kiran (Malayalam), Sun TV, KTV, Sun Music, Adithya TV (Tamil), Gemini TV, Gemini Movies and Gemini Comedy (Telugu) and Udaya TV (Kannada) available for its MENA (The Middle East and North Africa) viewers. On 12 February 2016, Sun TV Network announced that the committee appointed by the Board of Directors examined the issue of buyback of shares and recommended that the Board of Directors continue the present practice of payment of dividends and not to pursue the buyback of shares for the time being. The Board accepted the recommendation. On 27 April 2017, Sun TV Network announced that its new Surya comedy TV channel would go on air from 29 April 2017. In June 2017, Sun TV Network launched a new digital content platform 'Sun NXT' enabling customers to watch their popular TV programmes in Tamil, Telugu, Malayalam and Kannada on their favorite devices. The Company had launched during the financial year 2017-18, 24 hours Malayalam comedy channel namely, Surya Comedy and Sun NXT the digital content platform. In year 2018-19, Company commenced the transmission of new Bengali general entertainment channel SUN Bangla on February 3, 2019. M/s. Kal Radio Limited, subsidiary of the Company, had launched 6 more FM Radio Stations in Second Batch of Private FM Radio Phase III Channels catering to southern cities of India and 5 More FM Radio Stations was launched in Second Batch of Private FM Radio Phase III Channels by Company's subsidiary, M/s. South Asia FM Limited catering to Northern, Eastern & Western parts of India. During year 2019-20, one more FM Radio Station in Agartala was launched by M/s. South Asia FM Limited, subsidiary of the Company on June 8, 2019.

Sun TV Network Ltd Directors Reports

Your Directors are pleased to present the Thirty Eighth Annual Report on the business and operation of the Company together with Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended March 31, 2023 are given below:

(Rs. in Crores)

PERFORMANCE OVERVIEW

During the financial year ended March 31, 2023 total income was Rs. 4023.4 crore as against Rs. 3,749.64 crore during the previous year ended March 31, 2022. Profit Before Tax was Rs. 2238.12 crore as against Rs. 2193.14 crore in the previous year. Profit After Tax was Rs. 1674.53 crore as against Rs. 1,644.80 crore in the previous year.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across six languages of Tamil, Telugu, Kannada, Malayalam, Marathi and Bangla and presently airing FM radio stations across India continues to have sustained and increased viewership of its channels with Sun TV being the most watched channel in India. The Company produces its own content / acquires the related rights. The Company has the license to operate an Indian Premier League ('IPL') franchise "SunRisers Hyderabad" & SunRisers Eastern Cape Cricket South Africa's T20 League, and also opened a branch office in South Africa. The Company also operates an OTT platform "SUNNXT". There is no change in the nature of business of the Company.

DIVIDEND

The Board of Directors during the financial year ended March 31, 2023 have declared Interim Dividends of, Rs. 5.00

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per equity share (100%) of face value of Rs. 5.00 each declared on 12 August, 2022, Rs. 3.75 per equity share (75%)

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declared on 11 November, 2022, Rs. 3.75 per equity share (75%) declared on 3 February, 2022 and Rs. 2.50 per

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equity share (50%) of face value of Rs. 5.00 on 13 March, 2023 and have not recommended any Final Dividend. The dividend payout has resulted in a total dividend of 300%, i.e., Rs. 15.00 per equity share of face value of Rs. 5.00 each for the financial year ended March 31, 2023. (Prev. Year of 275%, i.e., Rs. 13.75 per equity share of face value of Rs. 5.00 each). The Payout ratio for the year stood at 35.30%.

As per regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at www.suntv.in.

TRANSFER TO RESERVES

During the financial year 2022-23, no amount has been transferred to the General Reserve.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013 the Directors to the best of their knowledge hereby state and confirm that for the year ended March 31, 2023:

v In the preparation of the Statement of Profit & Loss for the financial year ended March 31, 2023 and Balance Sheet at that date ("financial statements"), the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

v Appropriate accounting policies have been selected and applied them consistently and made such judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

v Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such system of internal controls its inherent limitations should be recognized. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal audit function;

v The financial statements have been prepared on a going concern basis;

v Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

v Proper systems are in place to ensure compliance of all laws applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The CSR Committee of the Company has approved a CSR policy. The Annual report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure I to this Report. Further details relating to the Corporate Social Responsibility Committee are provided in the Corporate Governance Report, which forms part of this report.

SUBSIDIARY COMPANIES

Your Company has two subsidiaries viz., M/s. Kal Radio Limited and M/s. South Asia FM Limited (SAFM). SAFM is a subsidiary under section 2(87) of the Companies Act, 2013. However, the same is treated as Joint venture as per Ind-AS accounting standard framework. There has been no material change in the nature of business of the subsidiaries. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC 1 as Annexure II which forms part of the annual report. There was no change in subsidiaries, joint ventures or associate companies during the financial year under review. Financial accounts of subsidiary company for the financial year 2022-23 will be available on the Company's website www.suntv.in

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. There are no materially significant related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Company's Promoter(s), its subsidiaries/joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. The Policy on Related Party Transactions, as formulated by the Board is available on the Company's website at www.suntv.in

STATUTORY AUDITORS AND SECRETARIAL AUDITORS

Pursuant to the provisions of Section 139(1),141, 142 and other applicable provisions of the Companies Act, 2013, the Company appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No:

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101049W/E300004) as Statutory Auditors for a term of five years from the conclusion of 37 Annual General Meeting

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till the conclusion of 42 Annual General Meeting to be held in the year 2027 Further, M/s. S.R. Batliboi & Associates LLP have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI (LODR) Regulations, 2015.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Smt. Lakshmmi Subramanian, Senior Partner of M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year under review is annexed herewith as Annexure III. The unmodified / unqualified report of Statutory Auditors and Secretarial Auditors forms part of this report.

INTERNAL AUDITORS

M/s. K. Ramkrish & Co., Chartered Accountants, Chennai has been re-appointed as Internal Auditors of the Company for the financial year 2023-24. The Audit Committee of the Board and the Statutory Auditors are periodically apprised of the Internal Audit findings and corrective actions are taken.

COST AUDITORS

The Company maintains the Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 M/s. S. Sundar & Associates, Cost Accountants, was engaged to carry out Audit of

Cost Records of the Company for the Financial Year 2023-24. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

MATERIAL SUBSIDIARY COMPANY

Pursuant to the Regulation 16 of the Listing Regulations, your Company has no material subsidiary company, whose turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 (2) of the Companies Act, 2013, an amount of Rs. 3,54,087/- being unclaimed dividend pertaining to the financial year 2014-15 & 2015-16, had been transferred during the year to the Investor Education and Protection Fund established by the Central Government.

DIRECTORS

None of the Company's Directors are disqualified from being appointed as a Director as specified in Section 164 (2) of the Companies Act, 2013.

RETIREMENT BY ROTATION

Pursuant to the provisions of the Companies Act, 2013, Mr. K. Vijaykumar (DIN: 03578076), Executive Director of the Company will retire at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors recommend his re-appointment.

The information on the particulars of Director eligible for re-appointment in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations has been provided in the annexure to the notice convening the Annual General Meeting.

CHANGES IN BOARD OF DIRECTORS

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In a postal ballot dated 31 January 2022, the Company had re-appointed Mr. Kalanithi Maran as Whole Time Director,

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designated as "Executive Chairman" for the period of 5 years with effect from 20 April 2022, and Mrs. Kavery Kalanithi

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as Whole Time Director, designated as "Executive Director" for the period of 5 years with effect from 20 April, 2022.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Kalanithi Maran, Executive Chairman, Mr. R. Mahesh Kumar, Managing Director, Mrs. Kavery Kalanithi, Executive Director, Mr. K. Vijaykumar, Executive Director, Ms. Kaviya Kalanithi Maran, Executive Director, Mr. V.C. Unnikrishnan, Chief Financial Officer and Mr. R. Ravi, Company Secretary.

SHARE CAPITAL

During the year, there were no changes in the Capital Structure of the Company.

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year, there were no alterations made in the Memorandum and Articles of Association of the Company.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") the report on Management Discussion and Analysis, Corporate Governance as well as the Practicing Company Secretaries' certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ('Listing Regulations') the Business Responsibility and Sustainability Report, in the prescribed format, forms an Integral Part of the Annual Report.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 1,086 employees as of March 31, 2023 (previously 1,106). In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required information is provided in the Annual Report which forms part of this Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such information may address their email to tvinfo@sunnetwork.in. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing AGM.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and that of the Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company that occurred between the end of financial year to which this financial statements relate to and the date of this Report.

ANNUAL RETURN

In accordance with the provisions of the Companies Act, 2013 the Annual Return in the prescribed format is available on the website of the Company www.suntv.in

NUMBER OF MEETINGS OF THE BOARD

During the financial year, Five Board Meetings were held. The details of meetings are furnished in the Corporate Governance Report. The intervening gap between the Meetings did not exceed as per Section 173 (1) of the Companies Act.

INDEPENDENT DIRECTORS' DECLARATION

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) of the Companies Act, 2013 is available at the Company's website www.suntv.in. Further, information about remuneration of individual Directors are provided in the of Annual Return Form MGT - 7.

BOARD DIVERSITY

The Company recognizes that a Board of diverse and inclusive culture is integral to its success. Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted the Board Diversity policy which can be accessed at www.suntv.in.

COMMITTEES OF THE BOARD

The details pertaining to the composition of the various Committees of the Board of Directors are included in the Corporate Governance Report, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements (Note No. 7 & 9).

INTERNAL FINANCIAL CONTROL

The information about internal financial controls is set out in the Management Discussion & Analysis Report, which is attached and forms part of the report.

PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

RISK MANAGEMENT

The Board has constituted a Risk Management Committee comprising of Independent Directors and has developed and implemented a detailed risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under Section 134 of the Companies Act, 2013 read with Regulation 21 of the Listing regulations. The Company has constituted a Risk Management Committee of the Board comprising of an Independent Directors of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on a Quarterly basis and evaluate its impact and the plans for mitigation. For details, please refer to the Management Discussion and Analysis report which form part of the Board's Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting structured induction and familiarization programme of the Independent Directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

As per Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of policy are explained in the Corporate Governance Report. Policy on Vigil Mechanism is hosted on the website www.suntv.in

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The financial position of each of the subsidiaries is provided in a separate statement AOC 1, attached to the Financial Statement pursuant to first proviso of Section 129(3) of the Companies Act, 2013 as Annexure II.

INDEPENDENT DIRECTORS' MEETING

As per Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held during the financial year. The detailed information is given in the Corporate Governance Report.

BOARD EVALUATION

In terms of applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out a formal annual evaluation of its own performance, the Directors individually as well as the functioning of its committees. A detailed explanation has been given in the Corporate Governance Report.

POLICY ON INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended the Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate and the policy for fair disclosure of unpublished price sensitive information has been made available on the Company's website www.suntv.in

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted an Anti-Sexual Harassment policy in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review no complaints on sexual harassment were received. The Company has constituted Internal Complaints Committee with four members to consider and resolve sexual harassment complaints. The Committee met once in the financial year ended March 31, 2023.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016, DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016.

(A) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company is engaged in Satellite Television Broadcasting operations and the information, as intended under section 134(3)(m) does not arise. The Company uses the latest high definition (HD) digital technology in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Crores)

CONSOLIDATED FINANCIAL STATEMENTS

As required by Indian Accounting Standard Ind-AS 110 & Ind-AS 27 on Consolidated Financial Statements issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of the Company are attached. The Audited Consolidated Financial Statements also account for the non-controlling interest of your Company's subsidiary.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards, SS-1 relating to Meetings of Board and SS-2 relating to General Meetings.

CERTIFICATIONS

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations and the Managing Director has confirmed the Code of Conduct as envisaged in Listing Regulations. In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Independent professional has given a Certificate on Corporate Governance Compliance and a Certificate stating that none of the Directors are disqualified, which forms part of the report.

MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT

Nil

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co-operation, support and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in the forefront of media and entertainment business.

Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors, service providers as well as regulatory and governmental authorities and stock exchanges, for their continued support.

For and on behalf of the Board of Directors