SUN TV NETWORK LIMITED — M&A Activity 2024

Jan 4, 2024

~~◊~~ SUN GROUP

SuN TV NETWORK L IMITE □

Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai - 600 028, TamilNadu, India. Tel: +91-44-4467 6767, Fax: +91-44-4067 6161 Email: tvinfo@sunnetwork.in Website: www.suntv.in CIN.: L22110TN1985PLC012491

04th January, 2024

BSE Limited Floor No. 25, P J Towers, Dalal Street, Mumbai - 400 001

National Stock Exchange of India Limited Exchange Plaza Bandra - Reclamation BandraKurla Complex, Bandra (E) Mumbai - 400 051

Scrip Code: 532733, Scrip Id: SUNTV

Symbol: SUNTV, Series: EQ

Reg: Disclosure under Reglation 30 of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 read with Sub-Para 1.2 of Para Al of Annexure I of Circular bearing number SEBIO/CFD/CFD-PoD1 CIR2023/123 dated July 13, 2023 issued by SEBI regarding the approval of Proposed Scheme of Amalgamation

Dear Sir (s)/Madam,

We write to inform you that Board of Directors of Kal Radio Limited, at its meeting held on January 4, 2024, has approved the proposed Scheme of Amalgamation of Udaya FM Private Limited with Kal Radio Limited. The Scheme is subject to necessary statutory and regulatory approvals, including sanction by the Hon'ble National Company Law Tribunal under Sections 230 and 232 of the Companies Act, 2013.

The Amalgamated Company will be Kal Radio Limited, Subsidiary of Sun TV Network Limited.

The Appointed date for the proposed Amalgamation is 1[st ] April 2023.

Further details are in the annexed statement of disclosure furnished pursuant to Regulation 30 of SEBI LODR 2015.

This is for your information and records.

For Sun TV Network Limited

RAVI Digitally signed by RAMAMOOR RAVI RAMAMOORTHY Date: 2024.01.04 THY 18:04:01 +05'30' R Ravi

Company Secretary & Compliance Officer

SuN TV NETWORK L IMITE □ ~~◊~~ Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai - 600 028, TamilNadu, India. SUN Tel: +91-44-4467 6767, Fax: +91-44-4067 6161 Email: tvinfo@sunnetwork.in GROUP Website: www.suntv.in CIN.: L22110TN1985PLC012491

Disclosure pursuant to Reglation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Reglations 2015 relating to Proposed Scheme of Amalgamation of the Kai Radio Limited, Subsidia of Sun TV Network Limited

a) Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.

The details of the entities forming party of the amalgamation are as under:

Total Assets as at Name of the entities 3103/2023 (INR Crore)	Turnover for year ended 3103/2023 (INR Crore)
Udaya FM Private Limited 14.55 (Transferor Company)	5.28
Kal Radio Limited 475.88 (Transferee Company)	110.72

b) Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm s length"

Yes, the Scheme of Amalgamation would fall within related party transactions and shall be undertaken at arm's length value.

c) Area of business of the entity(ies)

Both Transferor Company and Transferee Company are engaged in the business of FM radio broadcasting service.

d) Rationale for amalgamation

The Transferor Company and Transferee Company, both are engaged in the business of FM radio broadcasting business and their proposed merger will create synergies between the businesses, including, pooling of their financial, managerial, technical, dish·ibution, marketing and other resources. The amalgamation is expected to, inter alia, result in reduction of costs, better alignment, coordination and streamlining of day-to-day operations of the entities. The amalgamation will result in earning predictability, stronger revenue and improved competitiveness. This will provide Transferee Company with size and scale and hence, with greater opportunities to secure investments from new set of financial investors and will enhance Transferee Company's ability to raise further capital from the financial markets.

SuN TV NETWORK L IMITE □ ◊ SUN Tel: +91-44-4467 6767, Fax: +91-44-4067 6161 Email: tvinfo@sunnetwork.in Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai - 600 028, TamilNadu, India. GROUP Website: www.suntv.in CIN.: L22110TN1985PLC012491

e) In case of cash consideration amount or otherwise share exchange ratio

The proposed scheme doesn't involve any cash consideration. Details of share exchange ratio are as follows: -

41,965 (Forty-One Thousand, Nine Hundred and Sixty-Five) fully paid-up equity shares of INR 10 (Indian Rupees Ten) each of Transferee Company for every 10,000 (Ten Thousand) equity shares held in Transferor Company.

f) Brief details of change in shareholding pattern (if any) of listed entity

There will be no changes in the shareholding pattern of the Sun TV Network Limited.

For Sun TV Network Limited

RAVI Digitally signed by RAVI RAMAMOO RAMAMOORTHY Date: 2024.01.04 RTHY 18:06:25 +05'30'

R Ravi

Company Secretary & Compliance Officer