REPORT OF THE DIRECTORS TO THE SHAREHOLDERS
 
 The Directors are pleased to present the Twenty Sixth Annual Report
 and Audited Financial Accounts of the Company for the financial year
 ended 31st March 2011.
 
 FINANCIAL HIGHLIGHTS
 
 The financial highlights for the financial year ended 31st March 2011
 are given below:
 
                                                 (Rs.in Millions)
 
 Particulars                                For the year ended
 
                                   31st March, 2011  31st March, 2010
 
 Total Income                              19,705.0          14,375.2
 
 Total Expenditure (Excluding Interest &
 Financial Charges)                         8,132.0           5,699.0
 
 Profit before interest and tax            11,573.0           8,676.2
 
 interest & Financial Charges                  19.8              12.0
 
 Profit Before Taxation                    11,553.2           8,664.2
 
 Provision for Taxation                     3,831.0           2,990.4
 
 Profit after tax                           7,722.2           5,673.8
 
 Accumulated Profit, beginning of the 
 year                                      11,490.7           9,833.1
 
 Interim Dividend                          (1,970.4)           (591.1)
 
 Tax on Interim dividend                     (327.3)           (100.5)
 
 Proposed dividend                         (1,477.8)         (2,364.5)
 
 Tax on Proposed dividend                    (239.7)           (392.7)
 
 Transfer to General Reserve                 (772.2)           (567.4)
 
 Profit Carried forward                    14,425.5          11,490.7
 
 Earnings Per Share (Face value Rs.5/-)       19.60             14.40
 
 The total income for the year ended 31st March 2011 registered a
 handsome growth of 37.08% at Rs. 19,705.0 millions as against
 Rs.14,375.2 millions during the previous year ended 31st March 2010.
 Profit before taxes grew by 33.34% at Rs. 11,553.2 million as against
 Rs. 8,664.2 millions in the previous year. The Profit after tax was
 higher by 36.10% at Rs.7,722.2 million as against Rs. 5673.8 million in
 the previous year after providing for a higher provision towards income
 tax and defered tax of Rs. 3831.0 million for the year ended 31 st
 March 2011 inline with higher profits. Your Company continued to
 maintain its leadership position in the market, supported by highly
 popular content and a well - diversified mix of clients (national,
 regional and local) cutting across a broad spectrum of products and
 services resulting in the continuous growth of advertising and
 subscription revenue.
 
 FINAL DIVIDEND:
 
 For the financial year ended 31 st March 2011, the Board of Directors
 has recommended a Final Dividend of 75%., i.e., Rs.3.75 per equity
 share of face value of Rs.5.00 each. This Final Dividend together with
 the Interim Dividend of 100%., i.e., Rs.5.00 per equity share of face
 value of Rs.5.00 each declared on 28th January 2011 would result in a
 total dividend of 175 %., i.e., Rs.8.75 per equity share of face value
 of Rs.5.00 each for the financial year ended 31st March 2011 .(Prev.
 Year of 150 %., i.e., Rs 7.50 per equity share of face value of Rs.5.00
 each.)
 
 BUSINESS OVERVIEW
 
 Your Company, one of the largest Television Broadcasters in India
 operating 20 Satellite Television Channels across four languages of
 Tamil, Telugu, Kannada and Malayalam and presently airing 43 FM radio
 stations across India has been on a high growth trajectory in the
 recent years. Your Company continued its dominance of the Southern
 region, aided by increasing viewership of its popular channels, which
 in turn helped in growing advertising and subscription revenues.
 
 As part of its strategy to increase global viewership of its channels,
 your Company appointed Global Media Management LLC and World Media
 Connect LLC during the financial year to manage and grow its
 distribution and advertising business, respectively, in the North
 American market. Your Company is looking to increase its penetration of
 the South Indian diaspora that lives in North America and consequently,
 increase both subscription and advertising revenue from the region. Sun
 TV Network''s footprint currently extends to the USA, Canada, Europe,
 the Middle East, Singapore, Malaysia, Sri Lanka, South Africa,
 Australia and New Zealand.
 
 REGISTERED OFFICE
 
 The construction of your Company''s own office building at MRC Nagar has
 been completed and consequent to this the Registered Office has been
 shifted to our own premises at Murasoli Maran Towers, 73, MRC Nagar
 Main Road, MRC Nagar, Chennai - 600028.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required by Section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm that:
 
 a) in the preparation of the annual accounts, the applicable Accounting
 Standards have been followed along with proper explanation relating to
 material departures.
 
 b) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit of
 the Company for that period.
 
 c) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 d) the Directors have prepared the annual accounts on a going concern
 basis.
 
 DIRECTORS
 
 In accordance with the provisions of Articles of Association of the
 Company, Mr. J. Ravindran and Mr. Nicholas Martin Paul, independent
 directors of the Company retire at the ensuing Annual General Meeting
 and being eligible offer themselves for reappointment. Your Board
 recommends their reappointment as Directors of your Company.
 
 During the year under review Mr. Kalanithi Maran and Mrs Kavery
 Kalanithi have been re- appointed as Chairman & Managing Director and
 Joint Managing Director respectively with effect from 15th December,
 2010 vide ordinary resolution passed through Postal Ballot dated 29th
 October, 2010.
 
 CORPORATE GOVERNANCE
 
 A Report on Corporate Governance together with Auditors'' Certificate on
 compliance with the conditions of Corporate Governance as stipulated
 under Clause 49 of the Listing Agreement is provided elsewhere in the
 Annual Report.
 
 PARTICULARS OF EMPLOYEES
 
 Sun TV Network Limited had 2111 employees as of March 31, 2011
 (previous year 1987). In accordance with the provisions of Section
 217(2A) of the Companies Act 1956 and the rules framed there under, the
 required information is annexed and forms part of this Report. However,
 as per the provisions of Section 219(1) (b) (iv) of the Companies Act,
 1956, the Directors Report is being sent to all the Shareholders of the
 Company excluding the said annexure. Any shareholder interested in
 obtaining a copy of the said annexure may write to the Company
 Secretary at the Registered Office of the Company.
 
 AUDITORS
 
 M/s. S.R.Batliboi & Associates, Chartered Accountants, the Auditors of
 the Company retire at the conclusion of this Annual General Meeting of
 the Company. Your Board propose their re- appointment as the Statutory
 Auditors of the Company.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Your Company has donated a sum of Rs. 7.8 millions to Sun Foundation, a
 Charitable trust to support the various social welfare activities
 carried out by the trust.
 
 SUBSIDIARY COMPANIES
 
 The two subsidiaries Kal Radio Limited and South Asia FM Limited
 together own 41 licenses of which 40 Radio stations were fully
 operational for the year under review. The revenue of the two
 subsidiaries were at Rs. 86.99 crores for the year under review as
 against Rs. 56.24 Crores for the previous year ended 31 st March, 2010.
 After accounting for minority interest in South Asia FM Limited the
 share of loss of the two subsidiaries (Kal Radio Limited and South Asia
 FM Limited) is Rs. 1.68 crores as against Rs. 39.43 crores in the
 previous year.
 
 Ministry of Corporate Affairs, Government of India has vide its general
 circular No. 2/2011 granted general exemption from the requirement to
 attach various documents in respect of subsidiary companies, as
 specified in sub-section (1) of Section 212 of the Companies Act, 1956.
 Accordingly, the Balance Sheet, Profit and Loss Account and other
 documents of the subsidiary companies are not being attached with the
 Balance Sheet of the Company. Financial information of the subsidiary
 companies, as required by the said circular, is disclosed elsewhere in
 the Annual Report. The Company will make available the Annual Accounts
 of the subsidiary companies and the related detailed information to any
 member of the Company who may be interested in obtaining the same. The
 annual accounts of the subsidiary companies will also be kept open for
 inspection at the Registered Office of the Company and that of the
 respective subsidiary companies. The Consolidated Financial Statements
 presented by the Company include financial results of its subsidiary
 companies.
 
 During the previous year your company had incorporated a wholly owned
 subsidiary Sun TV Network Europe Limited in United Kingdom to
 Broadcast and distribute its channels in U.K. and Europe and it has
 started earning revenues. The total revenue of Sun TV Network Europe
 Limited is Rs. 13.47 crores as against Rs. 3.32 Crores in the previous
 year and the Net Loss after taxes is Rs. 2.88 crores as against Rs.
 8.05 Crores in the previous year.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As required by the listing agreement with the Stock Exchanges, the
 Audited Consolidated Financial Statements prepared in Accordance with
 Accounting Standard-AS 21 notified by the Companies Accounting Standard
 Rules, 2006 are attached. The Audited Consolidated Financial Statements
 also account for the minority interest of your Company''s subsidiary
 South Asia FM Limited pursuant to the strategic alliance with Red FM.
 
 CEO/CFO CERTIFICATION
 
 The Chairman and Managing Director and the Chief Financial Officer have
 submitted a certificate to the Board regarding the financial statements
 and other matters as required under clause 49(v)ofthe listing
 agreement.
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted any Deposits from the public in terms of
 section 58A of the Companies Act, 1956 during the financial year ended
 31st March 2011.
 
 INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,
 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF
 BOARD OF DIRECTORS) RULE, 1988
 
 (A) CONSERVATION OF ENERGY
 
 The Company is engaged in Satellites Television Broadcasting operations
 and the information, as intended under Section 217(1) (e) does not
 arise.
 
 (B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
 
 The Company uses the latest digital technology in broadcasting its
 programs. The outdated technologies are constantly identified and
 updated with latest innovations.
 
 (C) FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Foreign Exchange Earnings : Rs. 690 Millions
 
 (Previous year Rs.560.3 Million)
 
 Foreign Exchange Outgo : Rs. 1,190.5 Millions
 
 (Previous year Rs.651.9 Million)
 
 ACKNOWLEDGMENT
 
 Your Directors take this opportunity to place on record their
 appreciation of the dedication and commitment of employees at all
 levels in maintaining the sustained growth of your Company and remain
 in the forefront of media and entertainment business. Your Directors
 thank and express their gratitude for the support and co-operation
 received from the Central and State Governments - mainly the Ministry
 of Information and Broadcasting and the Department of Telecommunication
 - and other stakeholders including our viewers, content producers,
 vendors, financial institutions, banks, investors, service providers as
 well as regulatory and governmental authorities.
 
 We look forward to the future with determination and confidence.
 
                                           On behalf of the Board
 
 Place: Chennai                                Kalanithi Maran
 
 Date : May 26, 2011                    Chairman & Managing Director