Sun TV Network Ltd Directors Report

TO THE SHAREHOLDERS

Your Directors are pleased to present the Fortieth Annual Report on the business and operation of the Company together with Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial highlights for the year ended March 31, 2025 and March 31, 2024 are given below:

(Rs. in Crores)

	Standalone For the year ended		Consolidated For the year ended
Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	4,543.96	4,630.19	4,712.60	4,787.12
Total Expenditure	2,315.99	2,081.65	2,434.98	2,184.28
Profit before share of profit /
(Loss) from Joint Ventures and tax	2,222.97	2,548.54	2,277.62	2,602.84
Share of profit / (Loss) of joint venture	-	-	(4.90)	10.27
Profit before exceptional items and tax	2,227.97	2,548.54	2,272.72	2,613.11
Exceptional items (Loss)	(73.52)	-	(55.80)	-
Profit before tax	2,154.45	2,548.54	2,216.92	2,613.11
Income tax expense	499.99	673.39	513.28	687.31
Profit for the year	1654.46	1,875.15	1,703.64	1,925.80
Profit for the year attributable to:
- Owners of the Company	-	-	1,702.93	1,925.07
- Non- Controlling Interest	-	-	0.71	0.73
Other Comprehensive Income	-	-
Net other comprehensive income not to be reclassi ed to profit or loss in subsequent periods	0.01	0.15	(0.52)	(0.56)
Other Comprehensive Income for the year attributable to:
- Owners of the Company	-	-	(0.51)	(0.55)
- Non- Controlling Interest	-	-	(0.01)	(0.01)
Total comprehensive income for the year	1,654.47	1,875.30	1,703.12	1,925.24
Total Comprehensive Income for the year attributable to:
- Owners of the Company	-		1,702.41	1,924.49
- Non Controlling Interest	-		0.71	0.75
Total comprehensive income for the year	1,654.47	1,875.30	1,703.12	1,925.24
Retained Earnings at the beginning of the year	9,200.69	7,985.48	9,383.35	8,118.93
Interim Dividend	591.13	660.09	591.13	660.09
Tax on Interim Dividend	-	-	-	-
Retained Earnings at the end of the year	10,264.04	9,200.69	10,494.63	9383.35
Earnings Per Share (Face Value Rs. 5/- )	41.98	47.58	43.23	48.86

PERFORMANCE OVERVIEW

During the financial year 2024-25, the Total Income for the year ended March 31, 2025 was Rs. 4,543.96 crores as against Rs. 4,630.19 crores during the previous year ended March 31, 2024. Profit Before Tax was Rs. 2,154.45 crores as against Rs. 2,548.54 crores in the previous year. Profit After Tax was Rs. 1,654.46 crores as against Rs. 1,875.15 crores in the previous year.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across seven languages of Tamil, Telugu, Kannada, Malayalam, Bangla, Marathi and Hindi 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 also produces its own content and acquires the related rights. The Company has the license to operate an Indian Premier League (IPL) franchise "SunRisers Hyderabad" & "SunRisers Eastern Cape" of Cricket South Africas T20 League, and is also having a branch officein South Africa. The Company also operates a Digital OTT platform "Sun NXT". There is no change in the nature of business of the Company.

DIVIDEND

The Board of Directors during the financial year ended March 31, 2025 have declared Interim Dividends of Rs.5.00 per share (100%), Rs.5.00 per share (100%), Rs.2.50 per share (50%) and Rs. 2.50 per share (50%) at their respective Board meetings held on August 9, 2024, November 13, 2024, February 7, 2025 and March 7, 2025 and have not recommended any Final Dividend. The dividend payout would result 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, 2025. (Prev. Year of 335%, i.e., Rs. 16.75 per equity share of face value of Rs. 5.00 each).

The Dividend Distribution Policy is available on the website of the Company at www.suntv.in.

TRANSFER TO RESERVES

During the financial year 2024-25, 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 con rm that for the year ended March 31, 2025:

v In the preparation of the Statement of Profit & Loss for the financial year ended March 31, 2025 and Balance Sheet at that date (" financial statements"), the applicable accounting standards have 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 a airs 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 and the Committee 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 fofirms 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 which has been classified as Joint Venture (JV) as per Ind-AS in financial statements of the Company and accounted as per applicable 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 tefirms 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 fofirms part of the annual report. No Subsidiaries, joint ventures or associate companies were ceased during the financial year under review. Financial accounts of subsidiary company for the financial year 2024-25 will be available on the Companys website www.suntv.in

The National Company Law Tribunal, Division Bench, Chennai, approved the Composite Scheme of Arrangement ("the SAFL Scheme") for the amalgamation between M/s. South Asia FM Limited (Joint Venture of the Holding Company, hereinafter referred to as "Amalgamated Company") and its Joint Ventures / Associate Companies (together referred to as "Amalgamating Companies") under Sections 230 and 232 of the Companies Act, 2013, on December 9, 2024, and the said order was communicated to the amalgamated company and amalgamating companies on December 17, 2024. The SAFL Scheme became effective on February 1, 2025, post fulfilling the conditions of the SAFL Scheme.

The National Company Law Tribunal, Division Bench II, Chennai, approved the Scheme of Amalgamation ("the KRL Scheme") for the amalgamation between M/s. Kal Radio Limited (Subsidiary of the Holding Company, hereinafter referred to as "Transferee") and M/s. Udaya FM Private Limited (referred to as "Transferor") under Sections 230 and 232 of the Companies Act, 2013, on March 21, 2025. The KRL Scheme became effective on May 1, 2025, post fulfilling conditions of the KRL Scheme.

Your Company at its Board meeting held on July 18, 2025 approved the acquisition of 100 % Equity of Northern Superchargers Limited, a franchise of "The Hundred" a Cricket league in United Kingdom for GBP 100.5 million. On Completion of the acquisition of Northern Superchargers Limited, will become our wholly owned subsidiary.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at arms Length basis and were approved by the Audit Committee and the Board. No contract or arrangement required approval of shareholders by a resolution as there are no materially significant related party transactions, entered into by the Company with its Directors / Key Managerial Personnel or their respective relatives, the Companys 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 annexed in Annexure IV.

The Policy on Related Party Transactions, as formulated by the Board is available on the Companys website atwww.suntv.in

Pursuant to Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred as SEBI (Listing Regulations), 2015 your Company has led the reports on related partytransactions with the Stock Exchanges within statutory timelines.

STATUTORY 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: 101049W/E300004) as Statutory Auditors for a term of ve years from the conclusion of 37 Annual GeneralMeeting till the conclusion of 42 Annual General Meeting to be held in the year 2027. Further, M/s. S.R. Batliboi & Associates LLP have con rmed 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 (Listing Regulations), 2015.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries 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 unmodi ed / unqualified report of both Statutory Auditors and Secretarial Auditors fofirms part of this report.

Pursuant to Regulation 24A of SEBI (Listing Regulations) 2015, the Board of Directors at its meeting held on August 7, 2025 considered the appointment of M/s Lakshmmi Subramanian & Associates, Practicing Company Secretaries (FRN P2024TN103000) as the Secretarial auditors of the Company for a term of ve consecutive years commencing from financial year 2025-26 till 2029-30, subject to the approval of shareholders at the ensuing Annual General Meeting

The necessary resolution for the aforesaid appointment fofirms part of the Notice convening the ensuing AnnualGeneral Meeting.

INTERNAL AUDITORS

M/s. K. Ramkrish & Co., Chartered Accountants, Chennai has been re-appointed as Internal Auditors of the Company for the financial year 2025-26. The Audit Committee of the Board and the Statutory Auditors are periodically apprised of the Internal Audit findings and corrective actions are taken.

COST AUDIT

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 2025-26. Requisite proposal seeking rati cation of remuneration payable to the Cost Auditor fofirms 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 SEBI (Listing Regulations) 2015, 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 tefirms of Section 125 (2) of the Companies Act, 2013, an amount of Rs. 6,17,273/- (Rupees Six Lakhs Seventeen

Thousand Two Hundred and Seventy Three Only) being unclaimed dividend pertaining to the financial year 2016-17 and 2017-18 has been transferred during the year to the Investor Education and Protection Fund established by the

Central Government.

CREDIT RATING

Your Company has not obtained any credit rating for the Financial year 2024-2025.

DIRECTORS

None of the Companys directors are disqualified from being appointed as a Director as specified in Section 164 (2) of the Companies Act, 2013. The Certificate for Non Disquali cation of Directors from Practicing Company Secretaries fofirms part of this Annual Report.

RETIREMENT BY ROTATION

Pursuant to the provisions of the Companies Act, 2013, Mr. Mahesh Kumar Rajaraman (DIN: 05263229), 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 tefirms of Regulation 36(3) of the SEBI

(Listing Regulations) 2015, has been provided in annexure to the notice convening the Annual General Meeting.

CHANGES IN BOARD OF DIRECTORS

Mr. Shanmugasundaram Selvam, Non-executive, Non Independent Director of the Company, expired on October 10, 2024. Mr. Shanmugasundaram Selvam was appointed on the Board of the Company on August 10, 2009 and the Company immensely benefitted from his vision and leadership during his tenure.

Mr. Mandalapu Krishnamoorthy Harinarayanan, Mr. Nicholas Martin Paul and Mr. Ranganathan Ravi Venkatesh, Independent Directors of the Company, ceased to be Directors with effect from close of business hours of September 25, 2024 on completion of their respective second term as Independent Directors.

APPOINTMENT OF DIRECTORS

The Company has re-appointed Mr. Mahesh Kumar Rajaraman as Managing Director, Mr. Krishnaswamy Vijaykumar as Whole Time Director Designated as Executive Director and Ms. Kaviya Kalanithi Maran as Whole Time Director Designated as Executive Director through postal ballot with effect from April 1, 2024 for a further period of ve years.

Further, the Company has re-appointed Mr. Sridhar Venkatesh as Non-Executive Independent Director and Mr. Desmond Hemanth Theodore as Non-Executive Independent Director with effect from April 1, 2024 for a further period of ve years and also re-appointed Mrs. Mathipoorana Ramakrishnan as Non- Executive Independent Director with effect from June 21, 2024 through postal ballot for a further period of ve years.

During the financial year, the Board of Directors at their meeting held on October 7, 2024 has appointed the following as the Independent directors based on the recommendations of Nomination and Remuneration Committee, in accordance with Section 149, 150 and 152 read with Schedule IV of the Companies Act, 2013.

Mr. Mandalapu Harinarayanan Harshavardhan(DIN-10540455), Mr. Ravivenkatesh Pragadish Karthik (DIN-10207143) and Mrs. Jagadeesan Gayathri (DIN-10540454) as Non-Executive Independent Directors with effect from October 7, 2024 for a tenure of ve consecutive years and the same was approved by the shareholders on December 29, 2024 by means of postal ballot.

The Company has received requisite declaration from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, 2015 confirming that they meet the criteria of independence as laid down.

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. Mahesh Kumar Rajaraman, Managing Director, Mrs. Kavery Kalanithi, Executive Director, Mr. Krishnaswamy Vijaykumar, Executive Director, Ms. Kaviya Kalanithi Maran, Executive Director, Mr. V.C. Unnikrishnan, Chief Financial Officer and Mr. R. Ravi, Company Secretary.

There has been no change in the Key Managerial Personnel of the Company.

SHARE CAPITAL

The paid up share capital of the Company is Rs 197,04,23,100 divided into 39,40,84,620 of equity shares of Rs 5/- each and there were no changes during the financial year ended March 31, 2025. The Companys equity shares are listed on the National Stock Exchange of India Ltd and BSE Ltd.

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 read with Schedule V of SEBI (Listing Regulations), 2015 the report on Management Discussion and Analysis, Corporate Governance as well as the Practicing Company Secretaries certificate regarding compliance of conditions of Corporate Governance fofirms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In tefirms of Regulation 34(2) (f) of SEBI (Listing Regulations), 2015 the Business Responsibility and Sustainability Report, in the prescribed format, fofirms an Integral Part of this Annual Report.

PARTICULARS OF EMPLOYEES

Sun TV Network Limited had 932 employees as of March 31, 2025 (previously 1048) 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 fofirms 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 officeof the Company during working hours up to the date of ensuing Annual General Meeting.

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 Companys 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 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, Seven 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.

DISCLOSURE ON AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee as at March 31, 2025 including the tefirms of reference has been provided under a separate section in the "Corporate Governance Report". All recommendations of the Audit Committee were accepted by the Board of Directors.

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 SEBI (Listing Regulations), 2015.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration including criteria for determining quali cations, positive attributes, independence of a director and other matters provided in Section 178(3) of the Companies Act, 2013 is available at the Companys website www.suntv.in. Further, information about remuneration of individual directors are provided in the 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 fofirms 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 fofirms part of the report.

PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits in tefirms 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 identi cation 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 SEBI (Listing 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 Boards 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 fofirms 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 SEBI (Listing Regulations) 2015, 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 of the company.

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 SEBI (Listing Regulations) 2015, 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 tefirms of applicable provisions of the Companies Act, 2013 and SEBI (Listing Regulations) 2015, 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 PROHIBITION OF 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 relatives and the policy for fair disclosure of unpublished price sensitive information has been made available on the Companys website (www.suntv.in)

PREVENTION 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. 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, 2025.

(a) number of complaints of sexual harassment received in the year; NIL

(b) number of complaints disposed o during the year; NIL

(c) number of cases pending for more than ninety days; NIL

STATEMENT ON MATERNITY BENEFIT COMPLIANCE

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits, including paid leave, job protection, and other entitlements as mandated under the Act.

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.

During the financial year 2024 - 2025, the Company has not issued shares with differential voting rights, sweat equity shares and any other further issue.

INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

(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 de nition (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)

PARTICULARS	March 31, 2025	March 31, 2024
Foreign Exchange Earnings	264.21	269.86
Foreign Exchange Outgo	216.76	170.69

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 Companys 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 SEBI (Listing Regulations) 2015, and the Managing Director has con rmed the Code of Conduct as envisaged in Listing Regulations. In tefirms of Regulation 34 of SEBI (Listing 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 fofirms 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

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 the Company has not availed any loans from any Banks or Financial Institutions.

APPRECIATION AND ACKNOWLEDGMENT

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
	Kalanithi Maran
Place: Chennai	Chairman
Date: August 7, 2025	DIN: 00113886
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