Sun TV Network : Postal Ballot Notice May 2024

Sun TV Network Limited

CIN: L22110TN1985PLC012491

Regd. Office: Murasoli Maran Towers, 73, MRC Nagar Main Road, MRC Nagar, Chennai - 600028

Tel: [phone] Fax: [phone]

Email:[e-mail]: 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"), 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, General Circular No. 14/2020 dated April 8, 2020 and General Circular No. 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 9/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars"), Secretarial Standard 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 Monday, May 27, 2024 at 09:00 A.M. IST and ends on Tuesday, June 25, 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 June 25, 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 declared 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. June 25, 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 Re-appointment of Mr. Sridhar Venkatesh 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, 152 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications, enactments or re-enactments 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 the Board Meeting held on March 28, 2024, the consent of the members of the company be and hereby accorded for the re-appointment of Mr. Sridhar Venkatesh (DIN: 01662866), as a Non-Executive Independent Director of the Company for a further period of 5 (five) years, with effect from April 01, 2024 and whose office 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."

Item No. 2 - To approve the Re-appointment of Mr. Desmond Hemanth Theodore 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 Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications, enactments or re-enactments 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 the Board Meeting held on March 28, 2024, the consent of the members of the company be and hereby accorded for the re-appointment of Mr. Desmond Hemanth Theodore (DIN: 06925291), as a Non-Executive Independent Director of the Company for a further period of 5 (five) years, with effect from April 01, 2024 and whose office 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."

Item No. 3 - To approve the Re-appointment of Mrs. Mathipoorana Ramakrishnan 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, 152 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications, enactments or re-enactments 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 the Board Meeting held on March 28, 2024, the consent of the members of the company be and hereby accorded for the re-appointment of Mrs. Mathipoorana Ramakrishnan (DIN: 08362613), as a Non-Executive Indpendent Director of the Company for a further period of 5 (five) years, with effect from June 21, 2024 and whose office 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	R. Ravi
Date: May 24, 2024	Company Secretary & Compliance Officer

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. May 17, 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. May 17, 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 Monday, May 27, 2024 at 09:00 A.M and ends Tuesday, June 25, 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 [e-mail] a copy to [e-mail]. 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.

1. The Scrutinizer will submit her report to the Chairman/Director after the completion of scrutiny, and the result of the voting by postal ballot will be announced by the Chairman or any Director/Company Secretary of the Company within 2 (Two) working days from the conclusion of the e-voting at the Registered Office of the Company and will also be displayed on the website of the Company www.suntv.in and on the website of KFin. The results shall simultaneously be communicated to the
   Stock Exchanges (SE's).
2. 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.
3. The instructions for Shareholders for e-voting are as under:
4. 1. 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.
   2. 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.
   3. 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	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
Shareholders
holding	shares	mobile. On the e-Services home page click on the "Beneficial Owner"
in Demat mode	icon under "Login" which is available under 'IDeAS' section, this will
with	National	prompt	you to enter your	existing User	ID and Password. After
Securities
successful authentication, you will be able to see e-Voting services
Depository
under Value added services. Click on "Access to e-Voting" under e-
Limited
	Voting services and you will be able to see e-Voting page. Click on
("NSDL")
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

1. "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

Individual		1.	Users who have opted for CDSL Easi / Easiest facility, can login
		through their existing user id an password. The option will be made
shareholders
holding securities		available to reach e-Voting page without any further authentication.
in Demat mode		The users to login Easi/Easiest are requested to visit CDSL website
with Central		www.cdslindia.com and click on login icon & New System Myeasi Tab
Depository
		and then user your existing my easi username & password.
Services Limited
2.	After successful login the Easi / Easiest user will be able to see the e-
("CDSL")
		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
			directly access the system of all e-Voting Service Providers.
Individual		You can also login using the login credentials of your demat account through
shareholders	your Depository Participant registered with NSDL/CDSL for e-voting
(holding shares	facility. Upon logging in, you will be able to see e-voting option.
in Demat mode)
login through	Click on e-voting option, you will be redirected to NSDL/CDSL Depository
their demat
site after successful authentication, wherein you can see e-Voting feature.
accounts/
	Click on company name or e-voting service provider i.e. NSDL and you will
Website	of
be redirected to e-Voting website of NSDL for casting your vote during the
Depository
	remote e-Voting period.
Participant:

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 sendinga request on the email id's or contact on the phone nos. provided below:

NSDL	CDSL
E-mail:[e-mail]	E-mail:[e-mail]
Toll free nos.: [phone]/ [phone]	Contact no. : 1800 225 533

1. 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:
   1. 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)]:
2. 1. Launch internet browser by typing the URL: https:// evoting.kfintech.com
   2. 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 youare 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 assistanceon 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	Your User ID is:
i.e. Demat
(NSDL or CDSL) or Physical
a) For Members who hold shares	8 Character DP ID followed by 8 Digit Client ID. For
indemat account with NSDL.	example, if your DP ID is IN300*** and Client ID is
	12****** then
	your user ID is IN300***12******.
b) For Members who hold	16 Digit Beneficiary ID For example if your
shares indemat account with	Beneficiary ID is 12************** then
CDSL.	your user ID is 12*************
c) For Members holding shares in	EVEN followed by Folio Number registered with the
Physical Form.	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.

1. After entering these details appropriately, click on "LOGIN".
2. 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 thatyou do not share your password with any other person and that you take utmost careto keep your password confidential.
3. You need to login again with the new credentials.
4. On successful login, the system will prompt you to select the E-Voting Event Number (EVEN): 7885 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.

1. Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.
2. Voting has to be done for each item of the Notice separately. In case you do not desireto cast your vote on any specific item, it will be treated as "ABSTAINED".

1. You may then cast your vote by selecting an appropriate option and click on "SUBMIT".
2. A confirmation box will be displayed. Click "OK" to confirm, else "CANCEL" to modify.
3. Once you confirm, you will not be allowed to modify your vote.
4. 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:[e-mail] a copy marked to [e-mail] scanned image of the above-mentioned documents should be in the naming format "Corporate Name_EVEN No".

2. 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)]:

1. Members, who have not registered their e-mail addresses and, therefore, notreceived 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.aspxIn case of any queries, Members may write to [e-mail]
2. 1. Members holding shares in demat form can get their e-mail ID registered by contacting their respective Depository Participant.
   2. 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., emailaddress, mobile number and self-attested copy of PAN, Aadhaar to the Company's RTA, KFin Technologies Limited at the email address - [e-mail] or [e-mail] [e-mail] 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.
   3. All Members whose email address are not registered with Company/DP may temporarily get their email address and mobile number registered with RTA by
      accessingthelink https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspxand follow the steps mentioned therein to enable receipt of the Postal Ballot Noticeand e-voting instructions electronically.
   4. In case of any queries, shareholder may write [e-mail].
   5. 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:[e-mail], 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. Sridhar Venkatesh was appointed as an Independent Director of the Company with effect from April 01, 2019 and he holds office as an Independent Director of the Company up to March 31, 2024 (First term). The Board re-appointed Mr. Sridhar Venkatesh at the Board Meeting held on March 28, 2024 based on the recommendations 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 further period of five years with effect from April 01, 2024.

Mr. Sridhar Venkatesh 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. Sridhar Venkatesh 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. Sridhar Venkatesh 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 re-appointment as a Non-Executive Independent Director for a second term of 5 years and recommends that the Resolution be passed as a Special Resolution. Brief profile of Mr. Sridhar Venkatesh 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. Desmond Hemanth Theodore was appointed as an Independent Director of the Company with effect from April 01, 2019 and he holds office as an Independent Director of the Company up to March 31, 2024 (First term). The Board re-appointed Mr. Desmond Hemanth Theodore at the Board Meeting held on March 28, 2024 based on the recommendations 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 further period of five years with effect from April 01, 2024.

Mr. Desmond Hemanth Theodore 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. Desmond Hemanth Theodore 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. Desmond Hemanth Theodore 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 re-appointment as a Non-Executive Independent Director for a second term of 5 years and recommends that the Resolution be passed as a Special Resolution. Brief profile of Mr. Desmond Hemanth Theodore 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. Mathipoorana Ramakrishnan was appointed as an Independent Director of the Company with effect from June 21, 2019 and she holds office as an Independent Director of the Company up to June 20, 2024 (First term). The Board re-appointed Mrs. Mathipoorana Ramakrishnan at the Board Meeting held on March 28, 2024 based on the recommendations 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 further period of five years with effect from June 21, 2024.

Mrs. Mathipoorana Ramakrishnan 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. Mathipoorana Ramakrishnan stating that she 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"). Mrs. Mathipoorana Ramakrishnan 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 re-appointment as a Non-Executive Independent Director for a second term of 5 years and recommends that the Resolution be passed as a Special Resolution. Brief profile of Mrs. Mathipoorana Ramakrishnan 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: May 24, 2024	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. Sridhar Venkatesh

Mr. Desmond Hemanth

Mrs. Mathipoorana

Theodore

Ramakrishnan

Sridhar Venkatesh

aged

Desmond Theodore aged

Mrs.

Mathipoorana

about 58 years, is a B.Sc.

about 51 years, is an MBA

Ramakrishnan

aged about

graduate

from

Bharathiar

from the University of

52 years holds a Bachelor's

University. He

is

Founder

Madras.

He

has

been

Degree in Engineering from

/CEO

of

Opus

associated for nearly two

Annamalai

University,

Fashions Private

Limited,

decades

with

the

realty

Chidambaram.

She

fulfills

Brief Profile

known

for

a

leading

sector in the state of Tamil

the

eligibity

criteria as

contemporary women's wear

Nadu in his capacity as a

specified in Companies Act,

under the brand of Maybell.

partner

with

Tessco

2013

and SEBI

(LODR)

He is a member of the Top

Constructions.

Regulations, 2015.

CEO's Forum and lives in

Chennai

and

an

active

speaker

at many

business

fora.

Original	Date	of	April 01, 2019	April 01, 2019	June 21, 2019
appointment
Directorship	held	in
other		Companies	1. South Asia FM Limited	NIL	1. South Asia FM Limited
(Excluding		Private	2. Kal Radio Limited	2. Kal Radio Limited
Companies	and	Foreign
Companies)
Memberships		/
Chairmanships		of	NIL	NIL	NIL
Committees	in	Public
Companies
Shareholding			NIL	NIL	NIL
					As per the resolution	As per the resolution	As per the resolution
Terms and Conditions of	provided in the postal	provided in the postal
provided in the postal ballot
the	appointment	/	ballot notice read with	ballot notice read with
notice read with explanatory
re-appointment			explanatory statement	explanatory statement
		statement thereto
					thereto	thereto
No. of	Board Meetings
attended during FY 2023-	5 (100% Attendance)	5 (100% Attendance)	5 (100% Attendance)
24 (upto the date of this
Notice)
Number of Equity Shares	NIL	NIL	NIL
held in the Company
Relationships between		NIL	NIL	NIL
Directors inter-se