UNITED INTERACTIVE LIMITED

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION

1. PREAMBLE

This Policy for Determination of Materiality of Events or Information (“Policy”) has been framed in accordance with Regulation 30 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as amended from time to time.

The purpose of this Policy is to establish a framework for determination of materiality of events or information and to ensure timely, adequate and accurate disclosure of material events or information to the Stock Exchange(s) and investors.

The Board of Directors of United Interactive Limited (“Company”) has approved this Policy for determining materiality of events or information that warrant disclosure to the Stock Exchange(s).

This Policy shall be disclosed on the website of the Company in accordance with applicable provisions of SEBI LODR Regulations.

2. OBJECTIVES

The objectives of this Policy are:

To ensure timely disclosure of material events and information;
To ensure compliance with Regulation 30 of SEBI LODR Regulations;
To maintain transparency and fairness in dissemination of information;
To provide guidance to the management in identifying material events and information;
To protect the interests of investors and stakeholders.

3. DEFINITIONS

Unless the context otherwise requires, the following terms shall have the meanings assigned below:

3.1 “Act”

Means the Companies Act, 2013 and Rules made thereunder.

3.2 “Board”

Means the Board of Directors of United Interactive Limited.

3.3 “Company”

Means United Interactive Limited.

3.4 “Key Managerial Personnel” or “KMP”

Shall have the meaning assigned under the Companies Act, 2013.

3.5 “Material Event” or “Material Information”

Means any event or information that is material in terms of Regulation 30 of SEBI LODR Regulations and this Policy.

3.6 “SEBI LODR Regulations”

Means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

3.7 “Stock Exchange(s)”

Means the recognized Stock Exchange(s) where the securities of the Company are listed.

Words and expressions used but not defined in this Policy shall have the meanings assigned to them under the Companies Act, 2013, SEBI LODR Regulations and other applicable laws.

4. AUTHORITY FOR DETERMINING MATERIALITY

The Board of Directors authorizes the following Key Managerial Personnel (“Authorized KMPs”) to determine materiality of an event or information and to make appropriate disclosures to the Stock Exchange(s):

Managing Director / Chief Executive Officer;
Chief Financial Officer;
Company Secretary & Compliance Officer;
Any other officer as may be authorized by the Board from time to time.

The Authorized KMPs shall jointly or severally:

evaluate materiality of events or information;
decide appropriate disclosures;
ensure timely dissemination of information;
make disclosures to Stock Exchange(s);
respond to queries raised by regulatory authorities.

The contact details of the Authorized KMPs shall be disclosed to the Stock Exchange(s) and hosted on the website of the Company.

5. EVENTS OR INFORMATION DEEMED MATERIAL

The following events/information shall be disclosed without application of materiality guidelines as specified under SEBI LODR Regulations:

Acquisition(s), Scheme of Arrangement, sale or disposal of units/divisions/subsidiaries;
Issuance or forfeiture of securities, split or consolidation of shares, buyback or restriction on transferability;
Revision in credit ratings;
Outcome of meetings of the Board of Directors;
Agreements impacting management or control of the Company;
Fraud or defaults by promoter, director, KMP or subsidiary;
Change in Directors, KMPs, Auditors or Compliance Officer;
Appointment or discontinuation of share transfer agent;
Corporate debt restructuring;
One-time settlement with banks;
Reference to BIFR, winding-up petition, insolvency proceedings;
Proceedings of Annual General Meetings and Extraordinary General Meetings;
Amendments to constitutional documents of the Company;
Schedule of analyst or institutional investor meetings;
Any other event specified under Regulation 30 read with Schedule III of SEBI LODR Regulations.

Such events shall be disclosed within the timelines prescribed under applicable laws.

6. CRITERIA FOR DETERMINING MATERIALITY

In respect of events or information requiring application of materiality thresholds under Regulation 30 of SEBI LODR Regulations, the following criteria shall be considered:

6.1 Quantitative Criteria

An event or information shall be considered material if the omission of such event or information is likely to:

result in discontinuity or alteration of information already publicly available;
result in significant market reaction if such omission came to light later;
affect continuity of business operations or materially impact profitability or reputation;
exceed thresholds prescribed by SEBI from time to time.

6.2 Qualitative Criteria

The following factors may also be considered:

strategic importance of the event;
impact on operations or reputation;
impact on investors’ decision-making;
potential litigation or regulatory action;
impact on financial position;
industry sensitivity;
media attention and public perception.

In cases where there is any ambiguity regarding materiality, the Authorized KMPs may consult the Managing Director, Audit Committee, Board, legal counsel or external advisors.

7. TIMELINES FOR DISCLOSURE

The Company shall disclose material events or information to the Stock Exchange(s) within the timelines prescribed under SEBI LODR Regulations.

Where any material event occurs or information becomes available during the course of the Board Meeting, disclosure shall be made within the prescribed timeline from closure of the Board Meeting.

In case disclosure is delayed, the Company shall provide appropriate explanation for such delay.

8. CONTINUING DISCLOSURE OBLIGATIONS

The Company shall:

provide regular updates in respect of material developments;
disclose material changes occurring after initial disclosure;
continue disclosure till the event is resolved or closed.

9. DISCLOSURE ON WEBSITE

All disclosures made to the Stock Exchange(s) under Regulation 30 shall be hosted on the website of the Company for a minimum period of five years or such other period as prescribed under applicable law.

Thereafter, disclosures may be archived in accordance with the archival policy of the Company.

10. RESPONSE TO RUMOURS

The Authorized KMPs may, subject to applicable laws and regulatory requirements:

respond to media queries or market rumours;
confirm, deny or clarify reported events;
provide clarification sought by Stock Exchange(s).

The Company shall comply with requirements relating to verification of market rumours as may be applicable under SEBI LODR Regulations.

11. INTERNAL REPORTING MECHANISM

All functional heads, departmental heads and employees shall promptly inform the Authorized KMPs regarding any event or information that may be material in nature.

The Company Secretary & Compliance Officer shall coordinate with internal departments for:

collection of relevant information;
preparation of disclosures;
submission to Stock Exchange(s);
maintenance of records.

12. RECORDS AND DOCUMENTATION

The Company shall maintain proper records of:

disclosures made to Stock Exchange(s);
supporting documents;
internal approvals and notes;
correspondence with regulatory authorities.

Such records shall be maintained in accordance with applicable laws and the document retention policy of the Company.

13. DISCLOSURES

This Policy shall be:

disclosed on the website of the Company;
communicated to relevant employees and functional heads;
reviewed periodically for regulatory compliance.

14. INTERPRETATION

Words and expressions used but not defined herein shall have the meanings assigned under the Companies Act, 2013, SEBI LODR Regulations or any other applicable law.

In case of any inconsistency between this Policy and applicable laws, the provisions of applicable laws shall prevail.

15. AMENDMENT

The Board of Directors may amend, modify or revise this Policy from time to time in accordance with applicable laws.

Any amendment to applicable laws shall automatically apply to this Policy to the extent required.

16. REVIEW OF POLICY

This Policy shall be reviewed periodically by the Board of Directors in accordance with applicable laws.

17. EFFECTIVE DATE

This Policy shall be effective from the date of approval by the Board of Directors of United Interactive Limited.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS