SUN TV NETWORK LIMITED — Proxy Solicitation & Information Statement 2024

Nov 29, 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

29[th ] November, 2024 BSE Limited National Stock Exchange of India Limited Floor No. 25, P J Towers, Exchange Plaza Bandra Dalal Street, BandraKurla Complex, Bandra (E) Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 532733, Scrip Id: SUNTV Symbol: SUNTV, Series: EQ

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") - Intimation of Postal Ballot Notice of the Company.

Dear Sir(s) / Madam,

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith Postal Ballot Notice of the Company along with the explanatory statement, seeking approval for the following businesses as set out in the said Postal Ballot Notice:

	Item No 1 2 3	Description of Resolution Appointment of Mr. Ravivenkatesh Pragadish Kar "Non-Executive Independent Director" of the Com Appointment of Mr. Mandalapu Harinarayanan Harshavardhan as the "Non-Executive Independe of the Company. Appointment of Mrs.JagadeesanGayathrias Executive Independent Director" of the Company.	Type of Resolution thik as the Special panv. Special nt Director" the"Non- Special

The e-voting period commences from Saturday, November 30, 2024 at 09:00 A.M. IST and ends on Sunday, December 29, 2024 at 05:00 P.M. IST. During the above-mentioned period, members holding equity shares of the Company as on Friday, November 22, 2024 ("the Cut-off Date"), may cast their votes electronically.

The results of the postal ballot will be announced within 2 (Two) working days from the conclusion of the e-voting.

The Postal Ballot Notice along with the explanatory statement can also be accessed from company's website www.suntv.in.

This is for your information and records.

For Sun TV Network Limited

Digitally signed by RAVI RAVI RAMAMOORTHY RAMAMOORTHY Date: 2024.11.29 15:03:49 +05'30' RRavi

Company Secretary & Compliance Officer

Sun TV Network Limited

CIN: L22110TN1985PLC012491

Regd. Office: Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai – 600028 Tel: +91-44-4467 6767

Email: tvinfo@sunnetwork.in Website: www.suntv.in

NOTICE OF POSTAL BALLOT

Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

NOTICE is hereby given that pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), including any statutory modification(s) or re-enactment(s) thereof for the time being in force and the General Circulars No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 9/2023 dated September 25, 2023 and No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”), Government of India, read with other relevant circulars and the Secretarial Standards on General Meetings (“SS-2”) issued by The Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), that the resolutions set out below are proposed to be passed by way of Postal Ballot by voting through electronic means only (“e-voting”).

Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the statement setting out the material facts and the reasons / rationale pertaining to the said Resolutions are annexed to this Postal Ballot Notice for your consideration and forms part of this Postal Ballot Notice.

The Board has appointed Mrs. Lakshmi Subramanian, Senior Partner (M. No.: FCS – 3534 CP No: 1087) of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai, as the scrutinizer (“Scrutinizer”) for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode only to those Members whose email address is registered with the Company/ Depository Participants(s) (“DPs”)/ KFin Technologies Ltd (“RTA/ KFin”).

The e-voting period commences from Saturday, November 30, 2024 at 09:00 A.M. IST and ends on Sunday, December 29, 2024 at 05:00 P.M. IST. Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 p.m. (IST) on December 29, 2024. The e-voting facility will be disabled immediately thereafter and will not be allowed beyond the said date and time.

The Scrutinizer will submit a report to the Chairman or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced within 2 (Two) working days from the conclusion of the e-voting.

The result of e-voting along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice. The last date of e-voting, i.e. December 29, 2024, shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority. The Board recommends approval of the Resolutions appended below by the shareholders of the Company.

SPECIAL BUSINESS

Item No. 1 – To approve the Appointment of Mr. Ravivenkatesh Pragadish Karthik as a “Non-Executive Independent Director” of the Company.

To Consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution:

“RESOLVED THAT pursuant to provisions of Sections 149, 150, 152 and read with Schedule IV of Companies Act, 2013 and other applicable provisions, if any, (including any statutory modifications, enactments or reenactments thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors at their Meeting held on October 7, 2024, the consent of the members of the company be and hereby accorded for the appointment of Mr. Ravivenkatesh Pragadish Karthik (DIN: 10207143), as a Non-Executive Independent Director of the Company for a term of 5 (five) years, with effect from October 7, 2024 till October 6, 2029 and shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things and to execute all such documents, instruments and writings as may be required and delegate all or any of its powers herein conferred to any committee of director(s) to give effect to the above resolution. ”

Item No. 2 – To approve the Appointment of Mr. Mandalapu Harinarayanan Harshavardhan as a “NonExecutive Independent Director” of the Company.

To Consider and if thought fit, to pass with or without modification(s), the following as a Special resolution:

“RESOLVED THAT pursuant to provisions of Sections 149, 150, 152 read with Schedule IV of Companies Act, 2013 and other applicable provisions, if any, (including any statutory modifications, enactments or reenactments thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors at their Meeting held on October 7, 2024, the consent of the members of the company be and hereby accorded for the appointment of Mr. Mandalapu Harinarayanan Harshavardhan (DIN: 10540455), as a Non-Executive Independent Director of the Company for a term of 5 (five) years, with effect from October 7, 2024 till October 6, 2029 and shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things and to execute all such documents, instruments and writings as may be required and delegate all or any of its powers herein conferred to any committee of director(s) to give effect to the above resolution. ”

Item No. 3 – To approve the Appointment of Mrs. Jagadeesan Gayathri as a “Non-Executive Independent Director” of the Company.

To Consider and if thought fit, to pass with or without modification(s), the following as a Special resolution:

“RESOLVED THAT pursuant to provisions of Sections 149, 150, 152 read with Schedule IV of Companies Act, 2013 and other applicable provisions, if any, (including any statutory modifications, enactments or reenactments thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors at their Meeting held on October 7, 2024, the consent of the members of the company be and hereby accorded for the appointment of Mrs. Jagadeesan Gayathri (DIN: 10540454), as a Non-Executive Indpendent Director of the Company for a term of 5 (five) years, with effect from October 7, 2024 till October 6, 2029 and shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required and delegate all or any of its powers herein conferred to any committee of director(s) to give effect to the above resolution. ”

By Order of the Board of Directors For Sun TV Network Limited

Place: Chennai Date: November 13, 2024

R. Ravi Company Secretary & Compliance Officer

M.No: A13804

Registered Office: Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai – 600028 CIN: L22110TN1985PLC012491 Website: www.suntv.in

NOTES:

1. Explanatory statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) in respect of the proposed resolutions are annexed hereto.

2. In terms of the MCA Circulars, the Postal Ballot Notice (“Notice”) is being sent by electronic mode to all members whose email addresses are registered with the Company’s RTA/ DPs on the Cut-off date i.e. November 22, 2024. Members may note that this Notice will be available on the Company’s Website i.e. www.suntv.in

3. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. November 22, 2024, shall be entitled to avail the facility of remote e-voting. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date. A person who is not a Member as on the Cut-off date should treat this Notice for information purpose only.

4. The e-voting period commences on Saturday, November 30, 2024 at 09:00 A.M and ends Sunday, December 29, 2024 at 05:00 P.M. IST. The e-voting module shall be disabled by KFin thereafter. Once the vote on the resolution is cast by a Member, the same shall not be allowed to be changed.

5. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to cast its vote, to the Scrutinizer through e-mail to lakshmmi6@gmail.com with a copy to evoting@Kfintech.com. The file scanned image / pdf file of the Board Resolution should be in the naming format “Corporate Name_EVEN No”.

6. Resolutions passed by the members through Postal Ballot are deemed to have been passed as if they have been passed at a general meeting of the members. The last date of the E- voting shall be the date on which the resolutions shall be deemed to have been passed, if approved by the requisite majority.

7. Pursuant to the provisions of Sections 108 & 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) and the General Circular Nos. 14/2020 & 17/2020 dated April 8, 2020 and April 13, 2020 respectively issued by the Ministry of Corporate Affairs (the “MCA Circulars”), the Company is providing facility of remote e-voting to its Members in respect of the businesses to be transacted through Postal Ballot. In terms of the MCA Circulars, voting can be done only by remote e-voting. The Company has appointed KFin to provide e-voting facility to the Members of the Company. Members can vote only through e-voting facility.

8. The Scrutinizer will submit her report to the Chairman/or any person authorized by the Chairman after the completion of scrutiny. The result of the e-voting will be announced by the Company within 2 (Two) working days from the conclusion of the e-voting to the stock exchanges. The result of the said e-voting shall be displayed on the website of the Company - www.suntv.in and on the website of KFin - https://evoting.kfintech.com.

9. Documents, if any specifically stated in the Explanatory Statement are open for inspection at the Registered Office of the Company during the office hours on all working days from the date of dispatch until the last date for receipt of votes by postal ballot/remote e-voting.

10. The instructions for Shareholders for e-voting are as under:

11. a) Pursuant to the provisions of Section 108 of the Act and Rules made thereunder, Regulation 44 of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the ICSI, the Company is pleased to provide the members facility to exercise their right to vote through the remote e-voting services provided by KFIN, on the resolution set forth in this Notice.

12. b) Pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e- voting process.

13. c) Procedure of login for Individual shareholders holding the securities in demat mode and access remote e-Voting as devised by Depositories / Depositary Participants are given below:

Shareholders

Login Procedure

Individual Shareholders holding shares in Demat mode with National Securities Depository Limited (“NSDL”)

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e- Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period. 4. Shareholders/Members can also download NSDL Mobile App a. “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience.

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Individual shareholders holding securities in Demat mode with Central Depository Services Limited (“CDSL”)	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id an password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi/Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.
Individual shareholders (holding shares in Demat mode) login through their demat accounts/ Website of Depository Participant:	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. Upon logging in, you will be able to see e-voting option. Click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID”/ “Forgot Password” options available on the websites of Depositories / Depository Participants.

For technical Assistance:

Members facing any technical issue in logging can contact the respective helpdesk by sending a request on the email id’s or contact on the phone nos. provided below:

email id’s or contact on thephone nos.provided below:
NSDL	CDSL
E-mail:evoting@nsdl.co.in Toll free nos.: +91 22 24997000/+91 22 48867000	E-mail:helpdesk.evoting@cdslindia.com Contact no. : 1800 225 533

• d) Information and instructions for remote e-Voting by shareholders other than individuals holding shares of the Company in demat mode and all shareholders holding shares in physical mode:

• In case a member receives an e-mail from the Company / KFIN [for Members whose e- mail address is registered with the Company / Depository Participant(s)]:

  • i. Launch internet browser by typing the URL: https:// evoting.kfintech.com

  • ii. Enter the login credentials. In case of physical folio, User ID will be EVEN followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. If you are already registered with KFIN for e-Voting, you can use the existing password for loggingin. If required, please visit https://evoting.kfintech.com or contact toll-free number 18003094-001 (from 9:00 a.m. to 6:00 p.m. on all working days) for assistance on your existing password. Members who have forgotten the Password are advised to use “Forgot Password” options available on the website. Or

Enter the login credentials. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL)or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID. For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12***
c) For Members holding shares in Physical Form.	EVEN followed by Folio Number registered with the Company. For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

If you are already registered with KFIN for e-Voting, you can use the existing password for logging-in. If required, please visit https://evoting.kfintech.com or contact toll-free number 1800-3094-001 (from 9:00 a.m. to 6:00 p.m. on all working days) for assistance on your existing password. Members who have forgotten the Password are advised to use “Forgot Password” options available on the website.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging-in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a- z), one numeric (0-9) and a special character (@,#,$,etc.,). The system will prompt you to change your password and update your contact details like mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the E-Voting Event Number (EVEN):8529 for Sun TV Network Limited.

• vii.On the voting page, enter the number of shares as on the Cut-off Date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR”/ “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed your total shareholding as on the Cut-off Date. You may also choose to “ABSTAIN”, and vote will not be counted under either head.

• viii. Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

• ix. Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as “ABSTAINED”.

• x. You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.

• xi. A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify. xii. Once you confirm, you will not be allowed to modify your vote.

• xiii. Corporate / Institutional Members (i.e., other than Individuals, HUF, NRI etc.,) are required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutiniser through email to the ID: lakshmmi6@gmail.com with a copy marked to evoting@kfintech.com The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_EVEN No”.

• In case a member receives an e-mail from the Company / KFIN [for Members whose e- mail address is registered with the Company / Depository Participant(s)]:

• i. Members, who have not registered their e-mail addresses and, therefore, not received the, Postal Ballot Notice and e-Voting instructions, may temporarily get their email address and mobile number registered with the Company’s RTA, KFIN by accessing the link https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx In case of any queries, Members may write to einward.ris@kfintech.com

  • a. Members holding shares in demat form can get their e-mail ID registered by contacting their respective Depository Participant.

  • b. Members holding shares in physical form and who have not registered their email address and mobile number, are requested to furnish a scanned signed copy of the request letter providing the name of the shareholder, Folio No., email address, mobile number and self-attested copy of PAN, Aadhaar to the Company’s RTA, KFin Technologies Limited at the email address - einward.ris@kfintech.com or premkumar.maruturi@kfintech.com or tvinfo@suntv.in for receiving the Postal Ballot Notice electronically. The request with the above documents can also be sent to M/s.KFin Technologies Limited at Selenium Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad-500 032.

  • c. All Members whose email address are not registered with Company/DP may temporarily get their email address and mobile number registered with RTA by accessing the link https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx and follow the steps mentioned therein to enable receipt of the Postal Ballot Notice and e-voting instructions electronically.

  • d. In case of any queries, shareholder may write to einward.ris@kfintech.com .

  • e. Those members who have registered their e-mail address, mobile nos., postal address and bank account details are requested to validate/update their registered details by contacting the Depository Participant in case of shares held in electronic form. Members holding shares in physical mode are also requested to update their e-mail addresses, advise any change in their address, bank mandates by writing to KFin Technologies Limited (KFIN), Selenium, Tower B, Plot number 31 & 32, Financial District, Gachibowli, Hyderabad-500 032 quoting their folio number(s).

In case of any query on e-voting, Members may refer to the “Help” and “FAQs” sections / E- voting user manual available through a dropdown menu in the “Downloads” section of KFIN’s website for e-voting: https://evoting.kfintech.com or contact KFIN as per the details given below.

In case of any query/ grievance pertaining to E-voting, please visit Help & FAQ section of https://evoting.kfintech.com or contact Mr. Prem Kumar, Manager at KFin Technologies Limited [Unit: Sun TV Network Limited], Selenium Tower B, Plot No. 31& 32, Financial District, Gachibowli, Hyderabad - 500 032, e-mail: einward.ris@kfintech.com, Contact No.: 040-67162222 & Toll-free No. 1800 309 4001.

Explanatory Statement Pursuant to Sections 102(1) and 110 of the Companies Act, 2013

Item No. 1

Mr. Ravivenkatesh Pragadish Karthik was appointed as an “Additional Independent Director” of the Company at the Board Meeting held on October 7, 2024 based on the recommendation of the Nomination and Remuneration Committee upon evaluation of his skills, knowledge and experience, subject to approval of the shareholders as a “Non-Executive Independent Director” of the Company for a term of five years with effect from October 7, 2024.

Mr. Ravivenkatesh Pragadish Karthik is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has received declaration from Mr. Ravivenkatesh Pragadish Karthik stating that he meets the criteria of independence as prescribed under subsection (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). Mr. Ravivenkatesh Pragadish Karthik is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. In the opinion of the Board, he fulfils the conditions for appointment as an Independent Director, as specified in the Act and the SEBI Listing Regulations and is independent of the Management.

The Board is now seeking to confirm his Appointment as a “Non-Executive Independent Director” for a term consisting of 5 consecutive years and recommends that the Resolution be passed as a “Special Resolution”. The Brief profile Mr. Ravivenkatesh Pragadish Karthik is annexed to the Notice.

Save and except the above Director, none of the other Directors / Key Managerial personnel of the Company/ their relatives are in any way concerned or interested financially or otherwise in the resolution.

Item No. 2

Mr. Mandalapu Harinarayanan Harshavardhan was appointed as an “Additional Independent Director” of the Company at the Board Meeting held on October 7, 2024 based on the recommendation of the Nomination and Remuneration Committee upon evaluation of his skills, knowledge and experience, subject to approval of the shareholders as a “Non-Executive Independent Director” of the Company for a term of five years with effect from October 7, 2024.

Mr. Mandalapu Harinarayanan Harshavardhan is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has received declaration from Mr. Mandalapu Harinarayanan Harshavardhan stating that he meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). Mr. Mandalapu Harinarayanan Harshavardhan is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. In the opinion of the Board, he fulfils the conditions for appointment as an Independent Director, as specified in the Act and the SEBI Listing Regulations and is independent of the Management.

The Board is now seeking to confirm his Appointment as a “Non-Executive Independent Director” for a term of 5 consecutive years and recommends that the Resolution be passed as a “Special Resolution”. Brief profile Mr. Mandalapu Harinarayanan Harshavardhan is annexed to the Notice.

Save and except the above Director, none of the other Directors / Key Managerial personnel of the Company/ their relatives are in any way concerned or interested financially or otherwise in the resolution.

Item No. 3

Mrs. Jagadeesan Gayathri was appointed as an “Additional Independent Director” of the Company at the Board Meeting held on October 7, 2024 based on the recommendation of the Nomination and Remuneration Committee upon evaluation of her skills, knowledge and experience, subject to approval of the shareholders as a “Non-Executive Independent Director” of the Company for a term of five years with effect from October 7, 2024.

Mrs. Jagadeesan Gayathri is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given her consent to act as a Director. The Company has received declaration from Mrs. Jagadeesan Gayathri stating that she meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). Mrs. Jagadeesan Gayathri is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. In the opinion of the Board, she fulfils the conditions for appointment as an Independent Director, as specified in the Act and the SEBI Listing Regulations and is independent of the Management.

The Board is now seeking to confirm her Appointment as a “Non-Executive Independent Director” for a tenure of 5 consecutive years and recommends that the Resolution be passed as a “Special Resolution”. Brief profile Mrs. Jagadeesan Gayathri is annexed to the Notice.

Save and except the above Director, none of the other Directors / Key Managerial personnel of the Company/ their relatives are in any way concerned or interested financially or otherwise in the resolution.

By Order of the Board of Directors For Sun TV Network Limited

Place: Chennai R. Ravi Date: November 13, 2024 Company Secretary & Compliance Officer M.No: A13804

R. Ravi Company Secretary & Compliance Officer

Details Pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings

	Name of the Director	Mr. Ravivenkatesh Pragadish Karthik	Mr. Mandalapu Harinarayanan Harshavardhan	Mrs. Jagadeesan Gayathri
	Brief Profile	Mr. Ravivenkatesh Pragadish Karthik, aged about 30 years, holds a Degree in Bachelor of Engineering in Mechanical from SSN College, India and Master of Science in Industrial Engineering from University of Pittsburgh, USA. He was previously working with Proterra Inc., USA, Tesla Inc., USA and Lucid Motors, USA. Currently, he is a Director in M/s. Premier Polymers & Pipes Private Limited.	Mr. Mandalapu Harinarayanan Harshavardhan, aged about 34 years, holds a Degree in Bachelor of Arts (Honours) in Film, Radio, Television and Media Studies from the Canterbury Christ Church University in United Kingdom. He began his entrepreneurial journey by managing the family’s traditional brick chambers and gradually expanded into the manufacturing of various infrastructure materials, including Ready Mix concrete and alternative bricks. Additionally, he manages a corporate hospitality business.	Mrs. Jagadeesan Gayathri, aged about 50 years, holds a Degree in Bachelor of Arts & Bachelor of Law (BABL) and she is an Advocate by profession.
	Original Date of appointment	October 7, 2024	October 7, 2024	October 7, 2024
	Experience and Expertise in specified functional area	Refer Brief Profile	Refer Brief Profile	Refer Brief Profile
	Directorship held in other Companies (Excluding Private Companies and Foreign Companies)	NIL	NIL	NIL
	Memberships / Chairmanships of Committees in Public Companies	NIL	NIL	NIL
	Terms and Conditions of the appointment / ~~re-appointment~~	As per the resolution provided in the postal ballot notice read with explanatory statement thereto	As per the resolution provided in the postal ballot notice read with explanatory statement thereto	As per the resolution provided in the postal ballot notice read with explanatory statement thereto
	No. of Board Meetings attended during FY 2024-25 (upto the date of this Notice)	1 (100% Attendance)	1 (100% Attendance)	1 (100% Attendance)
	Number of Equity Shares held in the Company	NIL	NIL	NIL
	Relationships between Directors inter-se	NIL	NIL	NIL
	Remuneration proposed to be paid	Sitting Fees as may be approved by the Board of Directors in accordance with the applicable provisions of law.	Sitting Fees as may be approved by the Board of Directors in accordance with the applicable provisions of law.	Sitting Fees as may be approved by the Board of Directors in accordance with the applicable provisions of law.

Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	The Board has identified the skills and capabilities for the role such as Finance, Legal, Risk Management, Strategic Planning, Media Review, Marketing, Sales, Social activities and Corporate Governance. Mr. Ravivenkatesh Pragadish Karthik is a qualified engineer with his exposure and experience in running the business has gained reasonable expertise in management skills such as strategic planning, risk management, finance and marketing and thus meets the required skill sets.	The Board has identified the skills and capabilities for the role such as Finance, Legal, Risk Management, Strategic Planning, Media Review, Marketing, Sales, Social activities and Corporate Governance. Mr. Mandalapu Harinarayanan Harshavardhan with his primary interest and exposure to media and Arts has gained fair expertise in this field and he is expected to support the Board and Management in Media review, finance, marketing, Sales and thus meets the required skill sets.	The Board has identified the skills and capabilities for the role such as Finance, Legal, Risk Management, Strategic Planning, Media Review, Marketing, Sales, Social activities and Corporate Governance. Mrs. Jagadeesan Gayathri, is a lawyer by profession with her knowledge and command of various laws of the land including Corporate laws, Corporate Governance and other related laws will be able to support the Board and Management in not only legal related functions but also in Finance, Risk Management, Media Review, Social activities and thus meets the required skill sets.