Your Directors are pleased to present the Fortieth Annual Report on the business and operation of the Companytogether with Audited Financial Statements for the financial year ended March 31,2025.
The financial highlights for the year ended March 31, 2025 and March 31,2024 are given below:
Particulars
StandaloneFor the year ended
ConsolidatedFor the year ended
March31, 2025
March31, 2024
March31,2024
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
2,272.72
2,613.11
Exceptional items (Loss)
(73.52)
(55.80)
Profit before tax
2,154.45
2,216.92
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 bereclassified to profit or loss in subsequent periods
0.01
0.15
(0.52)
(0.56)
Other Comprehensive Income for the yearattributable to:
(0.51)
(0.55)
(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 yearattributable to:
1,702.41
1,924.49
- Non - Controlling Interest
0.75
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
Tax on Interim Dividend
Retained Earnings at the end of the year
10,264.04
10,494.63
9383.35
Earnings Per Share (Face Value Rs. 5/- )
41.98
47.58
43.23
48.86
During the financial year 2024-25, the Total Income for the year ended March 31,2025 was Rs. 4,543.96 crores asagainst Rs. 4,630.19 crores during the previous year ended March 31, 2024. Profit Before Tax was Rs. 2,154.45crores as against Rs. 2,548.54 crores in the previous year. Profit After Tax was Rs. 1,654.46 crores as againstRs. 1,875.15 crores in the previous year.
Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels acrossseven languages of Tamil, Telugu, Kannada, Malayalam, Bangla, Marathi and Hindi airing FM radio stations acrossIndia continues to have sustained and increased viewership of its channels with Sun TV being the most watchedchannel in India the Company also produces its own content and acquires the related rights. The Company has thelicense to operate an Indian Premier League ('IPL') franchise “SunRisers Hyderabad” & “SunRisers Eastern Cape" ofCricket South Africa’s T20 League, and is also having a branch office in South Africa. The Company also operates aDigital OTT platform “Sun NXT”. There is no change in the nature of business of the Company.
The Board of Directors during the financial year ended March 31,2025 have declared Interim Dividends of Rs.5.00 pershare (100%), Rs.5.00 per share (100%), Rs.2.50 per share (50%) and Rs. 2.50 per share (50%) at their respectiveBoard meetings held on August 9, 2024, November 13, 2024, February 7, 2025 and March 7, 2025 and have notrecommended any Final Dividend. The dividend payout would result in a total dividend of 300%, i.e., Rs. 15.00 perequity 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.
During the financial year 2024-25, no amount has been transferred to the General Reserve.
Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013 the Directors to the best of theirknowledge hereby state and confirm that for the year ended March 31,2025:
? In the preparation of the Statement of Profit & Loss for the financial year ended March 31, 2025 and BalanceSheet at that date (“financial statements”), the applicable accounting standards have followed alongwith proper explanation relating to material departures, if any;
? Appropriate accounting policies have been selected and applied them consistently and made such judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at the end of the financial year and of the profit of the Company for that period;
? Proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities. To ensure this, the Company has established internal control systems, consistent with itssize and nature of operations. In weighing the assurance provided by any such system of internal controls itsinherent 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. TheAudit Committee meets at regular intervals to review the internal audit function;
? The financial statements have been prepared on a going concern basis;
? Proper internal financial controls were in place and that the financial controls were adequate and wereoperating effectively; and
? Proper systems are in place to ensure compliance of all laws applicable to the Company.
In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate SocialResponsibility Committee and the Committee has approved a CSR policy. The Annual report on CSR activities asrequired under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure I tothis Report. Further details relating to the Corporate Social Responsibility Committee are provided in the CorporateGovernance Report, which forms part of this report.
Your Company has two subsidiaries viz., M/s. Kal Radio Limited and M/s. South Asia FM Limited (SAFM). SAFM is asubsidiary which has been classified as Joint Venture (JV) as per Ind-AS in financial statements of the Company andaccounted as per applicable Ind-AS accounting standard framework. There has been no material change in thenature of business of the subsidiaries. Shareholders interested in obtaining a copy of the audited annual accountsof the subsidiary companies may write to the Company Secretary. In terms of proviso to sub section (3) of Section 129of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed Form AOC -1 as Annexure II which forms part of the annual report. No Subsidiaries, joint ventures or associate companies wereceased during the financial year under review. Financial accounts of subsidiary company for the financial year2024-25 will be available on the Company’s 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 HoldingCompany, 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, onDecember 9, 2024, and the said order was communicated to the amalgamated company and amalgamatingcompanies on December 17, 2024. The SAFL Scheme became effective on February 1, 2025, post fulfilling theconditions of the SAFL Scheme.
The National Company Law Tribunal, Division Bench II, Chennai, approved the Scheme of Amalgamation ("the KRLScheme") for the amalgamation between M/s. Kal Radio Limited (Subsidiary of the Holding Company, hereinafterreferred to as "Transferee") and M/s. Udaya FM Private Limited (referred to as "Transferor") under Sections 230 and232 of the Companies Act, 2013, on March 21,2025. The KRL Scheme became effective on May 1,2025, post fulfillingconditions of the KRL Scheme.
Your Company at its Board meeting held on July 18, 2025 approved the acquisition of 100 % Equity of NorthernSuperchargers Limited, a franchise of “The Hundred" a Cricket league in United Kingdom for GBP 100.5 million. OnCompletion of the acquisition of Northern Superchargers Limited, will become our wholly owned subsidiary.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and at arm’s Lengthbasis and were approved by the Audit Committee and the Board. No contract or arrangement required approval ofshareholders by a resolution as there are no materially significant related party transactions, entered into by theCompany with its Directors / Key Managerial Personnel or their respective relatives, the Company's Promoter(s), itssubsidiaries / joint ventures / associates or any other related party, that may have a potential conflict with the interestof 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 Company's 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 filed the reports on related partytransactions with the Stock Exchanges within statutory timelines.
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 RegistrationNo: 101049W/E300004) as Statutory Auditors for a term of five years from the conclusion of 37th Annual GeneralMeeting till the conclusion of 42 nd Annual General Meeting to be held in the year 2027. Further, M/s. S.R. Batliboi &Associates LLP have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India as required under the SEBI (Listing Regulations), 2015.
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. LakshmmiSubramanian & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the financial year under review is annexed herewith as Annexure III. The unmodified /unqualified report of both Statutory Auditors and Secretarial Auditors forms 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 five consecutive yearscommencing from financial year 2025-26 till 2029-30, subject to the approval of shareholders at the ensuing AnnualGeneral Meeting
The necessary resolution for the aforesaid appointment forms part of the Notice convening the ensuing AnnualGeneral Meeting.
M/s. K. Ramkrish & Co., Chartered Accountants, Chennai has been re-appointed as Internal Auditors of the Companyfor the financial year 2025-26. The Audit Committee of the Board and the Statutory Auditors are periodically apprisedof the Internal Audit findings and corrective actions are taken.
The Company maintains the Cost Records as specified by the Central Government under sub-section (1) of section148 of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013 read with Companies (CostRecords and Audit) Rules, 2014 M/s. S. Sundar & Associates, Cost Accountants, was engaged to carry out Audit ofCost Records of the Company for the Financial Year 2025-26. Requisite proposal seeking ratification of remunerationpayable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported anyinstances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section143(12) of the Companies Act, 2013.
Pursuant to the Regulation 16 of the SEBI (Listing Regulations) 2015, your Company has no material subsidiarycompany, whose turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively of yourCompany and its subsidiaries in the immediately preceding accounting year.
In terms of Section 125 (2) of the Companies Act, 2013, an amount of Rs. 6,17,273/- (Rupees Six Lakhs SeventeenThousand 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 theCentral Government.
Your Company has not obtained any credit rating for the Financial year 2024-2025.
None of the Company's directors are disqualified from being appointed as a Director as specified in Section 164 (2) ofthe Companies Act, 2013. The Certificate for Non Disqualification of Directors from Practicing Company Secretariesforms part of this Annual Report.
Pursuant to the provisions of the Companies Act, 2013, Mr. Mahesh Kumar Rajaraman (DIN: 05263229), Director ofthe Company will retire at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directorsrecommend his re-appointment.
The information on the particulars of Director eligible for re-appointment in terms of Regulation 36(3) of the SEBI(Listing Regulations) 2015, has been provided in annexure to the notice convening the Annual General Meeting.
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 theCompany 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 September25, 2024 on completion of their respective second term as Independent Directors.
The Company has re-appointed Mr. Mahesh Kumar Rajaraman as Managing Director, Mr. Krishnaswamy Vijaykumaras Whole Time Director Designated as Executive Director and Ms. Kaviya Kalanithi Maran as Whole Time DirectorDesignated as Executive Director through postal ballot with effect from April 1,2024 for a further period of five years.
Further, the Company has re-appointed Mr. Sridhar Venkatesh as Non-Executive Independent Director andMr. Desmond Hemanth Theodore as Non-Executive Independent Director with effect from April 1, 2024 for a furtherperiod of five years and also re-appointed Mrs. Mathipoorana Ramakrishnan as Non- Executive Independent Directorwith effect from June 21,2024 through postal ballot for a further period of five years.
During the financial year, the Board of Directors at their meeting held on October 7, 2024 has appointed the followingas the Independent directors based on the recommendations of Nomination and Remuneration Committee, inaccordance 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 effectfrom October 7, 2024 for a tenure of five consecutive years and the same was approved by the shareholders onDecember 29, 2024 by means of postal ballot.
The Company has received requisite declaration from all the Independent Directors under Section 149(7) of the Actand Regulation 25(8) of the SEBI Listing Regulations, 2015 confirming that they meet the criteria of independence aslaid down.
Pursuant to the provisions of the Companies Act, 2013 the Key Managerial Personnel of the Company areMr. Kalanithi Maran, Executive Chairman, Mr. Mahesh Kumar Rajaraman, Managing Director, Mrs. Kavery Kalanithi,Executive Director, Mr. Krishnaswamy Vijaykumar, Executive Director, Ms. Kaviya Kalanithi Maran, ExecutiveDirector, 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.
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 Company's equity shares arelisted on the National Stock Exchange of India Ltd and BSE Ltd.
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 OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS, 2015
As required under Regulation 34 read with Schedule V of SEBI (Listing Regulations), 2015 the report on ManagementDiscussion and Analysis, Corporate Governance as well as the Practicing Company Secretaries certificate regardingcompliance of conditions of Corporate Governance forms part of the Annual Report.
In terms of Regulation 34(2) (f) of SEBI (Listing Regulations), 2015 the Business Responsibility and SustainabilityReport, in the prescribed format, forms an Integral Part of this Annual Report.
Sun TV Network Limited had 932 employees as of March 31, 2025 (previously 1048) In accordance with theprovisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 the required information is provided in the Annual Report whichforms part of this Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the AnnualReport is being sent to all the Shareholders of the Company excluding the aforesaid information. Any memberinterested in obtaining such information may address their email to tvinfo@sunnetwork.in. The said information isavailable for inspection at the registered office of the Company during working hours up to the date of ensuingAnnual General Meeting.
There were no significant or material orders passed by the regulators or courts or tribunals impacting the goingconcern status and Company’s operations in future.
There were no material changes and commitments affecting the financial position of the Company occurred betweenthe end of financial year to which this financial statements relate to and the date of this Report.
In accordance with the provisions of the Companies Act, 2013 the Annual Return in the prescribed format is availableon the website of the Company www.suntv.in.
During the financial year, Seven Board Meetings were held. The details of meetings are furnished in the CorporateGovernance Report. The intervening gap between the Meetings did not exceed as per Section 173 (1) of theCompanies Act.
The details pertaining to the composition of the Audit Committee as at March 31,2025 including the terms of referencehas been provided under a separate section in the “Corporate Governance Report”. All recommendations of the AuditCommittee were accepted by the Board of Directors.
All Independent Directors have given declarations that they meet the criteria of independence as laid down underSection 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Regulations), 2015.
The Company's policy on Director's appointment and remuneration including criteria for determining qualifications,positive attributes, independence of a director and other matters provided in Section 178(3) of the Companies Act,2013 is available at the Company's website www.suntv.in. Further, information about remuneration of individualdirectors are provided in the Annual Return Form MGT - 7.
The Company recognizes that a Board of diverse and inclusive culture is integral to its success. Ethnicity, age andgender 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 canbe accessed at www.suntv.in.
The details pertaining to the composition of the various Committees of the Board of Directors are included in theCorporate Governance Report, which forms part of this report.
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).
The information about internal financial controls is set out in the Management Discussion & Analysis Report, which isattached and forms part of the report.
During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act,2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
The Board has constituted a Risk Management Committee comprising of Independent Directors and has developedand implemented a detailed risk management policy for the Company including identification therein of elements ofrisk, if any, which in the opinion of the Board may threaten the existence of the Company as required under Section134 of the Companies Act, 2013 read with Regulation 21 of the SEBI (Listing regulations), 2015. The Committeereviews 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 theBoard’s Report.
The Company has practice of conducting structured induction and familiarization programme of the independentdirectors as detailed in the Corporate Governance Report which forms part of the Annual Report.
As per Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Regulations) 2015, theCompany has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of policy areexplained in the Corporate Governance Report. Policy on Vigil Mechanism is hosted on the website of the company.
The financial position of each of the subsidiaries is provided in a separate statement AOC - 1, attached to theFinancial Statement pursuant to first proviso of Section 129(3) of the Companies Act, 2013 as Annexure II.
As per Regulation 25 of the SEBI (Listing Regulations) 2015, a separate meeting of Independent Directors was heldduring the financial year. The detailed information is given in the Corporate Governance Report.
In terms of applicable provisions of the Companies Act, 2013 and SEBI (Listing Regulations) 2015, the Board hascarried out a formal annual evaluation of its own performance, the directors individually as well as the functioning of itscommittees. A detailed explanation has been given in the Corporate Governance Report.
Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended the Code ofConduct to regulate, monitor and report trading by Designated Persons and their Immediate relatives and the policyfor fair disclosure of unpublished price sensitive information has been made available on the Company’s website(www.suntv.in)
The Company has zero tolerance for sexual harassment at workplace and has adopted an Anti-Sexual Harassmentpolicy in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition andRedressal) Act, 2013 and the Rules thereunder. The Company has constituted Internal Complaints Committee withfour members to consider and resolve sexual harassment complaints. The Committee met once in the financial yearended March 31,2025.
(a) number of complaints of sexual harassment received in the year; NIL
(b) number of complaints disposed off during the year; NIL
(c) number of cases pending for more than ninety days; NIL
During the year under review, the Company has ensured full compliance with the provisions of the Maternity BenefitAct, 1961. The Company remains committed to upholding the rights and welfare of its female employees by providingall statutory maternity benefits, including paid leave, job protection, and other entitlements as mandated under the Act.
No applications have been made and no proceedings are pending against the Company under the Insolvency andBankruptcy Code 2016.
During the financial year 2024 - 2025, the Company has not issued shares with differential voting rights, sweat equityshares and any other further issue.
The Company is engaged in Satellite Television Broadcasting operations and the information, as intended undersection 134(3)(m) does not arise. The Company uses the latest high definition (HD) digital technology in broadcastingits programs. The outdated technologies are constantly identified and updated with latest innovations.
(Rs.in Crores)
PARTICULARS
March 31, 2025
March 31, 2024
Foreign Exchange Earnings
264.21
269.86
Foreign Exchange Outgo
216.76
170.69
As required by Indian Accounting Standard - Ind-AS 110 & Ind-AS 27 on Consolidated Financial Statementsissued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of theCompany are attached. The Audited Consolidated Financial Statements also account for the non-controlling interestof your Company’s subsidiary.
Your Company has complied with the applicable Secretarial Standards, SS-1 relating to Meetings of Board and SS-2relating to General Meetings.
The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financialstatements and other matters as required under Regulation 17(8) of the SEBI (Listing Regulations) 2015, and theManaging Director has confirmed the Code of Conduct as envisaged in Listing Regulations. In terms of Regulation34 of SEBI (Listing Regulations), 2015, an Independent professional has given a Certificate on CorporateGovernance Compliance and a Certificate stating that none of the Directors are disqualified, which forms partof the report.
Nil
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review the Company has not availed any loans from any Banks or Financial Institutions.
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 yourCompany 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 andState Governments, mainly the Ministry of Information and Broadcasting and the Department of Telecommunicationand other stakeholders including viewers, producers, vendors, financial institutions, banks, investors, serviceproviders as well as regulatory and governmental authorities and stock exchanges, for their continued support.
Place: Chennai Chairman
Date: August 7, 2025 DIN: 00113886