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IRDAI- Order in the matter of M/s Topspot Insurance Broking Private Limited

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  • IRDAI- Order in the matter of M/s Topspot Insurance Broking Private Limited

The Insurance Regulatory and Development Authority of India (IRDAI / Authority) has issued an Order in the matter of M/s Topspot Insurance Broking Private Limited (hereinafter referred to as the “Broker“) vide Order bearing reference number IRDAI/INT/ORD/MISC/20/01/2026 dated January 29, 2026 (“Order”), with respect to an application from the Broker bearing URN No. DB 14225-24, providing intimation to the Authority for change in its shareholding pattern (“Application”). While scrutinizing the Application, the Authority observed that the Broker had allotted shares to its promoters without obtaining its prior approval.

The Show Cause Notice (“SCN”) bearing reference number IRDAI/INT/BRK/DB 902/21/SCN, dated November 21, 2025, was issued by the Authority to the Broker. The Broker submitted its response dated December 1, 2025. Another response declining a personal hearing was received dated December 2, 2025, and further submissions were received dated December 23, 2025 and December 31, 2025 on additional queries raised dated December 22, 2025 and December 24, 2025, respectively.

ChargeViolationObservation of the AuthorityDecision of the Authority
1

Violation of:

Regulation 25(2) read with Schedule II, Form T of the IRDAI (Insurance Brokers) Regulations, 2018 (“Broker Regulations”).

Regulation 25(2) reads as follows:

“Ownership and control of shares… The process of transfer of shares or contribution or equivalent in case of Insurance Broker is given in Schedule II – Form T of these regulations.”

Clause 1 of Schedule II, Form T provides that:

“The insurance broker shall seek prior approval of the Authority for transfer of shares or issue of equity capital of an insurance broker which would result in change in the shareholding, where:”

  • After transfer, the total paid-up capital holding of the transferee in the shares of the insurance broker is likely to exceed twenty per cent of its paid-up capital; or
  • The nominal value of the shares intended to be transferred by an individual, or group, constituents of a group or body corporate under the same management, jointly or severally exceeds ten per cent of the paid-up capital of the insurance broker.

The Authority observed that:

The Broker effected changes in its shareholding pattern on March 31, 2023 and September 30, 2023, whereby the joint/cumulative change in the shareholding pattern on account of the above transactions were 12.15% and 10.75% respectively, which exceeded ten per cent of its paid-up capital mandating prior approval of the Authority under Regulation 25(2) read with Schedule II – Form T of the Broker Regulations.

Warning and Advisory

The Broker has violated Regulation 25(2) read with Schedule II – Form T of the Broker Regulations.

The Authority issued a warning to the Broker for failure to obtain prior approval for change in its shareholding pattern.

The Authority further advised the Broker to ensure strict and continuous compliance with the regulatory requirements in future, otherwise appropriate action shall be taken as per law.

The Authority has also directed the Broker to:

  • Place the Order before its Board at the next immediate meeting for noting and for initiation of appropriate corrective and preventive measures.
  • Submit a copy of the minutes of the said Board meeting to the Authority.

The Broker, if aggrieved by the Order, may prefer an appeal to the Securities Appellate Tribunal as per Section 110 of the Insurance Act, 1938.

A copy of the Order is attached for your ready reference.

Attachment

Source Category: IRDAI

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