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xxxG IDHxxx
CG-TL-E-31072026-275002
EXTRAORDINARY
PART III—Section 4
5872 GI/2026
(1)
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INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA
NOTIFICATION
HYDERABAD, the 30th July, 2026
Insurance Regulatory and Development Authority of India (Registration, Capital Structure,
Transfer of Shares and Amalgamation of Insurers) (Amendment) Regulations, 2026
F. No. IRDAI/Reg/ 9/223/2026.—In exercise of the powers conferred by section 2C, section 3,
section 3A, section 6A, section 35, section 37, sub-section (4A) of section 37A and section 114A of the
Insurance Act, 1938 and section 14 and section 26 of the Insurance Regulatory and Development
Authority Act 1999, the Authority, in consultation with Insurance Advisory Committee, hereby makes the
following amendments to Insurance Regulatory and Development Authority of India (Registration, Capital
Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024, namely: -
CHAPTER I- PRELIMINARY
1.
Short Title and Commencement
(1) Short Title: These regulations may be called the Insurance Regulatory and Development
Authority of India (Registration, Capital Structure, Transfer of Shares and Amalgamation of
Insurers) (Amendment) Regulations, 2026.
(2) Commencement: These regulations shall come into force on the date of their publication in the
Official Gazette.
CHAPTER II – AMENDMENT TO INSURANCE REGULATORY AND DEVELOPMENT
AUTHORITY OF INDIA (REGISTRATION, CAPITAL STRUCTURE, TRANSFER OF SHARES
AND AMALGAMATION OF INSURERS) REGULATIONS, 2024
2.
In sub-clause (j) of clause (1) of regulation 3 of Insurance Regulatory and Development Authority of
India (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers)
Regulations, 2024 (hereafter referred to as the principal regulations), for the words “excluding
individuals”, the words “incorporated in any Financial Action Task Force compliant jurisdiction” shall
be substituted.
3.
In sub-clause (l) of clause (1) of regulation 3 of the principal regulations:
(1) After the words and hyphen “means -”, the words and colon “any of the following, which meets
one or more of the conditions in clause (69) of Section 2 of Companies Act, 2013:” shall be
inserted.
(2) Para (iii) shall be substituted as under:
“(iii) a Core Investment Company registered with Reserve Bank of India under Reserve Bank of
India (Core Investment Companies) Directions, 2025, as amended from time to time.”
(3) After para (viii), the words “which meets one or more of the conditions in clause (69) of Section
2 of Companies Act, 2013” shall be omitted.
4.
In sub-clause (aa) of clause (1) of regulation 3 of the principal regulations, after the numbers “2008”,
the words “or a body corporate incorporated in any Financial Action Task Force compliant jurisdiction”
shall be inserted.
5.
For sub-clause (cc) of clause (1) of regulation 3 of the principal regulations, following clause shall be
substituted, namely:
“(cc) “Transacting entities”, for the purpose of Chapter VI, means entities involved in the
amalgamation or transfer as per scheme filed with the Authority under section 35 of the Act.”
6.
For sub-clause (dd) of clause (1) of regulation 3 of the principal regulations, following clause shall be
substituted, namely:
“(dd) “Transferee insurer” means:
(i) For the purpose of Chapter VI, the resulting entity after completion of transfer or amalgamation
and carrying on insurance business.
(ii) For the purpose of Chapter VII, the insurer with whom the original insurer is amalgamated in
accordance with the scheme of amalgamation.”
7.
For sub-clause (ee) of clause (1) of regulation 3 of the principal regulations, following clause shall be
substituted, namely:
“(ee) “Transferor entity”, for the purpose of Chapter VI, means an entity that is seeking to
transfer its business or amalgamate with another entity in accordance with a scheme prepared
under section 35 of the Act.”
8.
Following explanation shall be inserted in sub-clause (ff) of clause (1) of regulation 3 of the principal
regulations, namely:
“Explanation: In case of fresh issuance of equity shares by any insurer, decrease in shareholding
of any shareholder pursuant to non-subscription on pro-rata basis, shall be also treated as shares
intended to be transferred.”
9.
After clause (4) of regulation 4 of the principal regulations, the following clause shall be inserted,
namely:
“(5) Such other class of insurance business as may be notified by the Central Government in
consultation with the Authority from time to time.”
10. Sub-clause (b) of clause (1) of regulation 6 of the principal regulations shall be substituted as under:
“(b) The applicant shall make application for issuance of NOC in the specified format.
(ba) Every application in the specified format shall be accompanied by proof in support of payment
of non-refundable fee of rupees ten thousand along with applicable taxes towards processing of the
said application through any of the recognised modes of electronic fund transfer.
(bb) The Competent Authority, after examining the matters considered relevant and upon
satisfaction, shall issue the NOC subject to the conditions as may be specified in the said issuance
letter.”
11. In sub-clause (c) of clause (1) of regulation 6 of the principal regulations, the word “specified” shall
be omitted, and after the words and number “Form IRDAI/R1”, the words “as per Schedule 1” shall
be inserted.
12. In sub-clause (a) of clause (3) of regulation 6 of the principal regulations, the word “the specified
format” shall be substituted with “Schedule 2”.
13. Para (iii) and (v) of sub-clause (a) of clause (3) of regulation 6 shall be omitted.
14. In clause (4) of regulation 6 of the principal regulations, after the word and number “Form IRDAI/R3”,
the words “as per Schedule 3” shall be inserted.
15. In the table in clause (2) of regulation 8 of the principal regulations, in particulars column for serial
number 5, after the words and figures “Investment after 15 years post grant of R3”, the words and
colon “: In case of change in shareholding pattern” shall be inserted.
16. First proviso of clause (2) of regulation 8 of the principal regulations shall be substituted as under:
“Provided that the Competent Authority may relax the lock-in period in following circumstances:
(a) To enable the insurer to list its shares on the stock exchange(s) in India; or
(b) Under circumstances of distressed financial position of any insurer or its shareholder(s); or
(c) Amalgamation or reorganization pursuant to change in applicable law of any insurer or its
shareholder(s).”
17. In clause (1) of regulation 9 of the principal regulations, the word and number “Schedule 1” shall be
substituted with the word and number “Schedule 4”.
18. In regulation 10 of the principal regulations, for the words “In case the applicant is promoted by a
Special Purpose Vehicle (SPV), the following conditions shall be complied with”, the words “A Special
Purpose Vehicle may be promoter of an applicant, upon satisfaction of the Authority, subject to the
following conditions” shall be substituted.
19. Clause (6) of regulation 10 of the principal regulations shall be omitted.
20. Clause (3) of regulation 12 of the principal regulations shall be substituted as under:
| “(3) Till the time of commencement of insurance business: | |
|---|---|
| | (a) The equity shares of the Applicant and SPV shall be issued at its face value; |
| | (b) The infusion of funds in the Applicant and SPV, by its shareholders, shall be commensurate |
| | with the percentage of their equity stake in the Applicant and SPV: |
Provided that equity shares of insurer or SPV may be issued at premium, after the
commencement of business, subject to the prior-approval of the Authority in accordance with
section 6A of the Act read with Regulation 21 of these Regulations.”
21. After clause (3) of regulation 17 of the principal regulations, the following clause shall be inserted:
“(4) In case of investment by Foreign Investors or Foreign Promoter, compliance of Indian Insurance
Companies (Foreign Investment) Rules, 2015 shall be adhered to.”
22. For regulation 21 of the principal regulations, the following shall be substituted, namely:
“21 Requirement of Prior-Approval for transfer of shares:
No registration of transfer of shares or issue of equity capital of an insurer shall be made without
prior-approval of the Authority in any of following cases:
(1)
On the basis of equity holding of the transferee:
(a) Where the total paid-up equity capital holding of transferee before the transfer is five
percent or less, and after the transfer, total paid-up equity holding of transferee is likely
to exceed five percent of the paid-up equity capital of the insurer.
(b) Where the total paid-up equity capital holding of transferee before the transfer is more
than five percent, and after the transfer:
(i) Total paid-up equity holding of transferee is likely to exceed ten percent or twenty-
five percent or fifty percent or seventy-five percent.
(ii) The transferee is likely to be the single largest shareholder of the insurer.
(2)
On the basis of equity holding proposed to be transferred: where the nominal value of
shares intended to be transferred by any individual, firm, group, constituents of a group, or
body corporate under same management, jointly or severally exceeds five percent of the
paid-up equity capital of the insurer in a financial year.
Provided that notwithstanding any of the above, even when the acquisition or aggregate holding
of any person is proposed to be less than five percent and if the concerned insurer suspects that
dubious methods have been adopted to get over the ceiling of five percent to camouflage the real
purpose by individuals or groups with a view to acquire controlling interest in the insurer, a
reference shall be made to the Authority by the concerned insurer. In such cases, it shall be in
order for the Authority to pass such order as may be deemed fit.
Provided further that the requirement of prior-approval for transfer of shares under this
regulation shall also apply for transfer of shares carried out amongst group entities.”
23. In proviso to clause (4) of regulation 22 of the principal regulations, the word “fifty lakh” shall be
substituted with the word “ten lakh”.
24. Regulation 25 of the principal regulations shall be omitted.
25. Throughout the chapter VI of the principal regulations:
(1)
For the words “transacting insurers”, the words “transacting entities” shall be substituted.
(2)
For the words “transferor insurer”, the words “transferor entity” shall be substituted.
26. In regulation 30 of the principal regulations:
(1) After the words “No insurance business of an insurer”, the words “or non-insurance
business of any company,” shall be inserted.
(2) The word “other” shall be omitted.
27. After regulation 30 of the principal regulations, the following regulation shall be inserted, namely:
“30A Amalgamation or transfer of non-insurance business with insurance business
(1) Eligibility criteria:
(a) Transferor entity is either an insurer or a company holding more than 50% of the paid-up
equity capital of the insurer with which it proposes to amalgamate or to transfer its business.
(b) Such holding company shall have no other non-insurance business than holding the insurer
as on date of submission of application under section 35 of the Act.
(c) The scheme of amalgamation shall be prepared under section 35 of the Act.
(2) Condition for amalgamation:
(a) Policyholders’ fund of the transferee insurer cannot be used, at any point of time, to meet any
liabilities or claims or obligations arising out of amalgamation.
(b) The Board of Directors of the transferee insurer will satisfy itself that such amalgamation will
not adversely impact the interest of the policyholders of the transferee insurer.
(c) The transferee insurer shall demonstrate, to the satisfaction of the Authority, that the solvency
of the said insurer, post amalgamation, will remain above control level.
(d) The transferee insurer shall be in compliance with extant investment norms.
(e) Consideration: In consideration for the amalgamation, the transferee insurer shall only be
permitted to issue its equity shares to the shareholders of the transferor entity. No other form
shall be permissible for payment of consideration. The said shareholders of the transferor
entity shall be required to meet the ‘Fit and Proper’ criteria as laid down in Schedule 4.
Provided that where the share exchange ratio results in fractional entitlements, such
fractional entitlements shall be settled in cash, based on the fair value of shares.
(3) Conditions related to post amalgamation:
(a) Post amalgamation, transferee insurer must only engage in insurance business for which it
has been granted certificate of registration by the Authority.
(b) Transferee insurer and its promoters shall ensure that the solvency of the said insurer, post
amalgamation, remains above control level, at all times.
(c) Transferee insurer and its promoters shall ensure that the interest of the policyholders of the
said insurer, post amalgamation, remains protected at all times.
(d) Transferee insurer shall ensure that the insurance operations are carried out in compliance
with all requirements of the Insurance Regulatory Development Authority Act, 1999, Insurance
Act, 1938, the Rules and the Regulations framed thereunder and the directions issued by the
Authority.
(e) The Authority may impose such additional conditions as may be considered necessary.”
28. Regulation 36 of the principal regulations shall be substituted as under:
“36. Non-refundable processing fee of Rupees Ten Lakh along with applicable taxes shall be
remitted to the Authority by each of the transacting entities, along with application seeking “in-
principle” approval.”
29. For regulation 50 of the principal regulations, the following regulation shall be substituted:
“50. Subscribers to the Instruments: The other forms of capital issued by any insurer may
be subscribed by any entity incorporated, set-up or registered under any law for the time being
in force in India or in any Financial Action Task Force compliant jurisdiction, subject to
compliance with all other applicable laws including but not limited to laws pertaining to taxation,
foreign exchange, prevention of money laundering, combating the financing of terrorism.”
30. In clause (4) of regulation 56 of the principal regulations, the words “by way of penalty” shall be
omitted.
31. After regulation 56 of the principal regulations, the following regulation shall be inserted:
“56A. Name of the Insurer:
(1) No person other than an insurer shall use as part of its name or in connection with its
business any of the words “insurance”, “insurer”, “assurance”, “re-insurance”, “insurance
company” or any of their derivatives and no person shall carry on the insurance business in
India unless it uses as part of its name at least one of such words.
Provided that the existing insurers shall also comply with this regulation within a time period
of twelve (12) months from the date of notification of the Insurance Regulatory and
Development Authority of India (Registration, Capital Structure, Transfer of Shares and
Amalgamation of Insurers) (Amendment) Regulations, 2026 or within such period as may be
permitted by the Authority.
(2) No insurer shall change its name without obtaining No-objection certificate from the
Competent Authority.”
32. In sub-clause (j) of clause (2) of regulation 58 of the principal regulations, the word and number
“Schedule 1” shall be substituted with the word and number “Schedule 4”.
33. After sub-clause (g) of clause (1) of regulation 61 of the principal regulations, the following regulation
shall be inserted:
“(h) Insurance Regulatory and Development Authority of India (Indian Insurance
Companies) (Amendment) Regulations, 2021”
34. Schedule 1 of the principal regulations shall be substituted with following schedules, namely:
| | S. | Particulars | Response |
|---|---|---|---|
| | No. | | |
| A) Information about Applicant | | | |
| 1 | | Basic Details i. Name ii. Address (Registered Office and Communication address) iii. Contact details (Name of Authorized person, email id and phone number) iv. Legal status (Company, Cooperative Society or Statutory body) and CIN Number v. Registration Number and address of registrar vi. Date of incorporation vii. Permanent Account Number | |
| 2 | | Class of Insurance Business for which registration is sought (Refer Regulation 4) | |
| 3 | | Capital Structure i. Amount of Authorized capital, total number of shares and face value per share ii. Amount of Issued capital and number of shares iii. Amount of Paid-up capital and number of shares iv. Details if there are different classes of shares v. Details if there are different voting rights | |
| B) Shareholders of applicant (separate for each promoter and investor) | | | |
| 1 | | Basic details: i. Name (including previous names, if any) ii. Address (registered address and communication address) | |
| | S. | Particulars | Response |
|---|---|---|---|
| | No. | | |
| | | iii. Contact details (Name of Authorized person, email id and phone number): iv. Legal status (Company, LLP etc.) and CIN Number v. Number and date of incorporation (date of birth in case of individual) vi. Residential status (in case of non-resident entity, please specify the country of residence and incorporation) vii. Permanent Account Number viii. Whether registered with any financial sector regulator in India or outside India. If yes, provide details thereof. ix. Ownership and control status (as per DPIIT Guidelines, Govt of India and FEMA as may be applicable) x. Proposed status of shareholder (i.e. Investor or Promoter) xi. In case of ‘Indian Promoter’, state the applicable sub-regulation under Regulation 3(1)(I) | |
| 2 | | Capital Infusion & Commitments: a) Capital Infusion i. % of equity stake proposed to be acquired. ii. Amount proposed to be infused in applicant iii. Source of funds to infuse capital in applicant iv. Source and capability to meet future capital requirement of the applicant b) Capital and other Commitments i. Details of capital and other commitments to the applicant ii. Details of financial liabilities and other financial commitments iii. Details of obligations and commitments of applicant to shareholders | |
| 3 | | Assets and Investments: a) Provide details of investments i. Investment in other insurer(s) or other applicant(s) in India ii. Investment in any insurance intermediary(ies) in India iii. Investment in insurers or insurance intermediaries outside India iv. Other investments in India v. Other Investments outside India vi. Other assets held b) Details of Liquid assets and investments | |
| 4 | | Business record and experience: i. Present occupation ii. Total number of years of operation in business/profession | |
| | S. | Particulars | Response |
|---|---|---|---|
| | No. | | |
| | | iii. Business record and experience in insurance business including insurance intermediation in India iv. Business record and experience in insurance business including insurance intermediation outside India v. Business record and experience in other business(es) in India or outside India. | |
| 5 | | Due Diligence: i. Past record of regulatory interventions, restrictive directions and/or proceedings including conviction against the shareholder or any of its promoter / group entities or any of their directors or KMPs, by any regulatory / statutory / judicial bodies in India or outside India. Please also furnish details of pending proceedings, if any. ii. Whether the shareholder has ever been adjudged as insolvent. If yes, provide details thereof. iii. Whether the shareholder(s) or its directors or key managerial personnel has ever been accused of or penalized for Insider trading, fraudulent or unfair trade practices or market manipulation iv. Details of civil/criminal/regulatory action taken / pending against the proposed shareholder or its directors or key managerial personnel. v. Whether the shareholder(s) or its directors have ever been refused (or had revoked) a license or authorization to carry on any regulated financial business. If yes, provide details thereof. vi. Details of any censure or disciplinary actions initiated by any Governmental, Regulatory or professional body against the shareholder(s) or its directors or key managerial personnel. vii. Whether any qualification, reservation or adverse remarks on the books and accounts and financial statements were made by the auditors in their report of the shareholder(s), during the past five financial years. viii. Whether any Governmental, Regulatory or Professional Body has ever investigated any company, firm or organisation with which the directors and key persons of the shareholder have been associated as a director, officer, manager or shareholder. (If yes, provide details thereof) | |
| C) Business Plan of the Applicant | | | |
| 1 | | Geographical spread of business including states and union territories in which company plans to operate | |
| 2 | | Distribution channels and strategy | |
| 3 | | Marketing strategy | |
| 4 | | Underwriting strategy | |
| 5 | | Reinsurance strategy | |
| | S. | Particulars | Response |
|---|---|---|---|
| | No. | | |
| 6 | | Products to be sold i. Pricing strategy and Profitability criteria used in product pricing ii. Product features such as coverage periods, premium levels, non-forfeiture values, loan provisions etc. iii. Average policy size | |
| 7 | | Investment strategy | |
| 8 | | Information Technology (IT) i. IT systems to be deployed and areas of deployment ii. Cyber security policy iii. Degree of interconnectivity iv. Whether the systems to be bought off-the-shelf, developed locally or imported into India by the foreign investors. v. Degree to which the systems will be used for policyholder servicing. vi. Details of procedures and operations which will remain manual vii. Description of how the IT system will be used to develop the required Management Information System. | |
| 9 | | Customer service i. Policies and systems to be put in place w.r.t. grievance redressal ii. Strategy to increase insurance awareness iii. Proposed contribution to increase insurance penetration iv. Service standards planned to be introduced for various aspects of customer service v. Time schedule for various types of services proposed to be offered. | |
| 10 | | Risk Management Framework i. Enterprise Risk Management ii. Business Continuity Plan iii. Nature of internal controls to be put in place. | |
| 11 | | Financial Projections for 5 years along with key assumptions underlying the assumptions: The projections shall be duly approved by the Board of Directors of the applicant. The projections shall be accompanied by a certificate from a fellow actuary having Certificate of Practice from Institute of Actuaries of India with confirmation to the following effect: a) The projections are reasonable and workable. b) Certification of projections for the purpose of R1 of the applicant c) The financial projections are carried out on a technically sound basis. d) The assumptions / calculations are in line with applicable IRDAI Regulations / norms. | |
| S. | Particulars | Response |
|---|---|---|
| No. | | |
| | e) He/she does not have any conflict of interest in assessment of projection exercise. f) The solvency ratio / reserves etc. have been calculated in line with the applicable Regulations as amended from time to time. g) The other assumptions / calculations are also in line with applicable Regulations The projections shall include, at the minimum, the following: i. Premium income (ticket size) ii. Number of lives, policies, agents and insurance intermediaries iii. Segment wise Premium income iv. Segment wise claims or benefits, policyholders surplus and bonus declaration. v. Segment wise retention vi. Underwriting profit vii. Investment income viii. Operating Expenses (with break up in major heads), ix. Commission payouts x. Overall Expenses of Management xi. First year and renewal expense ratio xii. Available Solvency Margin, Required Solvency Margin and Solvency Ratio xiii. Capital requirements: Total, Indian and Foreign xiv. Break-even period and return on capital xv. Key Ratios (separate for each segment) a. Retention ratio b. Incurred Claim Ratio, Combined Ratio and Loss Ratio (as applicable) c. Persistency Ratio, if applicable xvi. Capital expenditure with break up in major heads xvii. Statutory reserves and Reserving methods used. xviii. Size of sales staff, sales support staff and administrative staff xix. The following as per the formats applicable for insurance companies under extant Regulations/Circulars: a. Cash flow statement b. Revenue Account c. Profit & Loss Account d. Balance Sheet (In addition, a sensitivity analysis of the business projections shall also be submitted on optimistic and pessimistic scenarios w.r.t. following assumptions: i. Solvency ratio | |
| | S. | Particulars | Response |
|---|---|---|---|
| | No. | | |
| | | ii. Volume of Sales iii. Average size of sales iv. Claims experience v. Size of sales force vi. Levels of mortality, morbidity, policy termination (Life) vii. Administrative expenses (including inflation) viii. Investment income ix. Break even period) | |
| D) Action plan to ensure compliance with the following | | | |
| 1 | | Protection of Policyholders Interest including customer service and grievance redressal | |
| 2 | | Motor Third Party Obligations (if applicable) | |
| 3 | | Rural and Social Sector Obligations | |
| E). Details and Documents to be submitted along with the application | | | |
| 1 | | i. All the details/documents as specified in Regulation 6(2)(b) ii. Copy of Resolution passed by Board of each of the promoter and investors authorizing investment in the applicant. iii. Copies of approvals, as may be applicable, obtained by applicant, promoter and investor: a. Approval of relevant jurisdiction or sector regulator(s); b. Approval under Foreign Exchange Management Act, 2000 c. Approval of Competition Commission of India d. Approval from other statutory bodies iv. Particulars of the previous applications, if any, filed with the Authority by the applicant or any of its promoter(s) or investors(s). v. Changes, if any, in any of the information submitted to the Authority at any prior stages vi. Proof in support of payment of the fee as specified in the Regulations vii. Letter of consent of promoter(s)/investor(s) confirming compliance with all stipulations as may be laid down by the IRDAI. viii. Copy of agreement in place / proposed to be entered into between the applicant and/or amongst the shareholders. ix. Details of Directors and Key Managerial Personnel of the applicant, if finalized. x. Details pertaining to proposed promoters and investors, as applicable a. Net Worth Certificate duly certified by practicing Chartered Accountant (or its equivalent in the jurisdiction of incorporation in | |
| S. | Particulars | Response |
|---|---|---|
| No. | | |
| | case of a foreign shareholder) which inter-alia includes bifurcation of assets on the basis of their liquidity. b. Financial statements for last 5 financial years c. Income tax returns filed for 5 years prior to the date of application. d. Memorandum of Association and Articles of Association e. Shareholding pattern / details of partners f. Undertaking to infuse capital in insurer to meet its solvency and/or business requirement. g. Details of capital raised during the past 5 years (if applicable) h. List of Directors and Key Managerial Personnel i. Brief note about the background, financial strength etc. j. Details of directorship, partnership, shareholding in other entities. k. Any other information, as may be considered relevant. xi. Shareholding pattern as per Exhibit 1 to Form IRDAI/R1 xii. Self-attested certificate confirming that the information furnished in form IRDAI/R1 along with the attachments therewith is correct and complete, and nothing has been concealed and/or suppressed. | |
Certification
I, _____________________the undersigned, solemnly declare that the facts given in this application form
on behalf of M/s……(Name of Applicant)…. are true to the best of my knowledge and that the projections
and estimations are based on reasonable assumptions.
Date:
Signature of the Authorised Person
Place:
Name and Designation
Exhibit 1 to Form IRDAI/R1: Shareholding Pattern & Capital Structure of I) Applicant and II) Promoter(s)
I.
Shareholding Pattern of Applicant
| Category | Name of Shareholder | Indian /Foreign | Name of Beneficial owner | Number of shares | Face value | Issue Price | Paid-up equity share capital (Rs. in Crore) | Percentage shareholding | Premium, if any, (Rs. in Crore) | f ( | Total | Percentage in Total Fund (Rs. in Crore) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | unds | |
| | | | | | | | | | | | Rs. in Crore) | |
| Promoter /Investor | | | | | | | | | | | | |
| | Grand Total | | | | | | | 100% | | | | 100% |
| Category | Name of Shareholder | Indian /Foreign | Name of Beneficial owner | Number of shares | Face value | Issue Price | Paid-up equity share capital (Rs. in Crore) | Percentage shareholding | Premium, if any, (Rs. in Crore) | f ( | Total | Percentage in Total Fund (Rs. in Crore) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | unds | |
| | | | | | | | | | | | Rs. in Crore) | |
| Promoter /Investor | | | | | | | | | | | | |
| | Grand Total | | | | | | | 100% | | | | 100% |
II.
Shareholding Pattern of Promoter
| Category | Name of Shareholder | Indian /Foreign | Name of Beneficial owner | Number of shares | Face value | Issue Price | Paid-up equity share capital (Rs. in Crore) | Percentage shareholding | Premium, if any, (Rs. in Crore) | f ( | Total | Percentage in Total Fund (Rs. in Crore) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | unds | |
| | | | | | | | | | | | Rs. in Crore) | |
| Promoter /Investor | | | | | | | | | | | | |
| | Grand Total | | | | | | | 100% | | | | 100% |
| Category | Name of Shareholder | Indian /Foreign | Name of Beneficial owner | Number of shares | Face value | Issue Price | Paid-up equity share capital (Rs. in Crore) | Percentage shareholding | Premium, if any, (Rs. in Crore) | f ( | Total | Percentage in Total Fund (Rs. in Crore) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | unds | |
| | | | | | | | | | | | Rs. in Crore) | |
| Promoter /Investor | | | | | | | | | | | | |
| | Grand Total | | | | | | | 100% | | | | 100% |
Schedule 2
Form IRDAI/R2 (APPLICATION FOR REGISTRATION)
[Refer Regulation 6(2)(d)/(e) & 6(3(a)]
| | S. No. | | Particulars | Response |
|---|---|---|---|---|
| A) Organisational & Governance Structure | | | | |
| 1 | | Organisation structure of the applicant and reporting relationships | | |
| 2 | | Key Management Personnel (KMPs) | | |
| | | Composition along with allocation of responsibilities | | |
| | | Details pertaining to each of the KMP: i. Name: ii. Date and place of birth: iii. Address: iv. Permanent Account Number: v. Passport / identity card details (Number, date and place of issue, date of expiry and issuing authority) vi. Bank account details: [Account number, name and address of bank and status of bank account (whether active or dormant)]. vii. Academic qualification: viii. Professional qualification: ix. Prior work experience in insurance business, if any x. Prior work experience other than in insurance, if any xi. Residential status xii. Details of business interest or relationship with applicant or its group entities xiii. Details of equity capital held in applicant or in its group entities | | |
| | | Due Diligence & Fit and Proper i. Details of censure or disciplinary action initiated against the KMP by any Government, regulatory or professional body. ii. Details of dismissal from office or employment, disciplinary proceedings by the previous employer or refusal of entry into any profession or occupation iii. Details of conviction of the KMP for any offence involving moral turpitude iv. Whether any governmental, regulatory or professional body has ever investigated any employer, company or organization with which the Key Management Person has been associated as a director, officer, manager or shareholder? v. Whether any company or organization with which the Key Management Person was associated as a director, officer, manager, has ever been wound up, gone into receivership or ceased trading either whilst the Key | | |
| | S. No. | | Particulars | Response |
|---|---|---|---|---|
| | | Management Person was associated with it; or within one year after the Key Management Person so ceased to be associated? vi. Whether the KMP has ever been declared bankrupt; vii. Details of convictions for any offence involving fraud or other dishonesty; viii. Any disqualification from acting as a Director/ Key Management Person in any company; ix. Whether the key management person has ever been refused (or had been revoked) a license or authorization to carry on or to be associate with any regulated financial business activity during the past five years. | | |
| | | Details of other engagements i. Whether the Key Management Person is also a Principal officer / Specified person / employee of Insurance Corporate Agent, employee of Insurance Broker, Director or Employee of any other insurance intermediaries or Insurer or reinsurer in India or in any foreign country or director of any other company in India or in any foreign country. ii. Whether the KMP is in the full time employment of the applicant? If not, then please give the full details of other employment/ engagement: iii. Whether the KMP is on deputation / secondment from any other organization? If yes, a. furnish the full particulars of the Parent Organization: b. whether any remuneration etc., is paid by the Parent Organization, if so complete details of the remuneration. iv. Whether the KMP is in full time / part time employment of any group company / associated company or the promoting partner of the applicant? | | |
| 3 | | Board of Directors | | |
| | | 1. Composition along with allocation of responsibilities (separate details of representation on the Board by Promoter/Investor and details of Independent Directors) | | |
| | | Details pertaining to each of the Director: i. Name: ii. Date and place of birth: iii. Address: iv. Permanent Account Number: v. Passport / identity card details (Number, date and place of issue, date of expiry and issuing authority) vi. Bank account details: [Account number, name and address of bank and status of bank account (whether active or dormant)]. | | |
| S. No. | | Particulars | Response |
|---|---|---|---|
| | vii. Academic qualification: viii. Professional qualification: ix. Prior work experience in insurance business, if any x. Prior work experience other than in insurance, if any xi. Residential status xii. Details of business interest or relationship with applicant or its group entities xiii. Details of equity capital held in applicant or in its group entities xiv. Director Identification Number | | |
| | Due Diligence & Fit and Proper i. Details of censure or disciplinary action initiated against the director by any Government, regulatory or professional body. ii. Details of dismissal from office or employment, disciplinary proceedings by the previous employer or refusal of entry into any profession or occupation iii. Details of conviction of the director for any offence involving moral turpitude iv. Whether any governmental, regulatory or professional body has ever investigated any employer, company or organization with which the director has been associated as a director, officer, manager or shareholder? v. Whether any company or organization with which the director was associated as a director, officer, manager, has ever been wound up, gone into receivership or ceased trading either whilst the director was associated with it; or within one year after the director so ceased to be associated? vi. Whether the director has ever been declared bankrupt; vii. Details of convictions for any offence involving fraud or other dishonesty; viii. Any disqualification from acting as a Director/ Key Management Person in any company; ix. Whether the director has ever been refused (or had been revoked) a license or authorization to carry on or to be associated with any regulated financial business activity during the past five years. | | |
| | Details of other engagements i. Whether the director is also a Principal officer / Specified person / employee of Insurance Corporate Agent, employee of Insurance Broker, Director or Employee of any other insurance intermediaries or Insurer or reinsurer in India or in any foreign country or director of any other company in India or in any foreign country. | | |
| | S. No. | | Particulars | Response |
|---|---|---|---|---|
| | | ii. Whether the director is in the full time employment of the applicant? If yes, then please give the full details of said employment/ engagement: iii. Whether the director is nominated by any other organization? If yes, a. Furnish the full particulars of the said Organization: b. Whether any remuneration etc., is paid by the said Organization, if so complete details of the remuneration iv. Whether the director is in full time / part time employment of any group company / associated company or the promoting partner of the applicant? | | |
| B) | | Confirmation that Share application money shall be brought in prior to issuance of R2 approval. | | |
| C) | | Plan of action w.r.t. conflict of interest under Regulation 17(3) | | |
| D) | | Additional details/documents to be submitted: i. All documents as specified under Reg. 6(3)(a) ii. Compliance Status of the conditions stipulated in R1 approval iii. Changes, if any, in any of the information submitted to the Authority at any prior stages (i.e. NOC stage or R1 stage), along with details thereof. iv. Proof in support of payment of the fee as specified in the Regulation. v. Self-attested certificate confirming that the information furnished in form IRDAI/R2 along with the attachments therewith is correct and complete, and nothing has been concealed and/or suppressed. | | |
Note: Shareholder (Promoter/Investor) of the applicant company/Promoter shall not hold any full-time
position in the applicant company.
Certification
I, _____________________the undersigned, solemnly declare that the facts given in this application form
on behalf of M/s……(Name of Applicant)…. are true to the best of my knowledge and that the projections
and estimations are based on reasonable assumptions.
Date:
Signature of the Authorised Person
Place:
Name and Designation
***
Schedule 3: FORM IRDAI/R3
(Refer sub-Regulation (4) of Regulation 6)
INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA
(Seal of the Authority)
CERTIFICATE OF REGISTRATION
Registration Number: ….xxx….
This is to certify that (Name of insurer and address) ……(xxxx)……………………………………….
has this day…..(xxx)….been registered in accordance with the provisions of sub section (2A) of section
3 of the Insurance Act, 1938 (4 of 1938) to transact the …….(xxx)……class of business.
Given under the seal of the Authority at Hyderabad this….(xx) ….day of…(xxx)…two thousand and
………(xxx)………..
Signature
(Competent Authority)
INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA
***
Schedule 4: Fit and Proper Criteria
(Refer Regulation 9 and clause (j) of sub-Regulation (2) of Regulation 58)
Determination of “Fit and Proper” Status - Illustrative criteria for determining “fit and proper”
status of applicants, promoters and/or Investors
In determining whether any individual and/or entity is “fit and proper” to be a promoter or investor of
Insurer, the following factors, as may be relevant, shall be taken into account, including but not limited
to the following:
(1) The individual or entity’s integrity, reputation, track record:
(a) The financial strength of the promoter or investor.
(b) Ability to infuse capital to meet business, solvency and regulatory requirements.
(c) Compliance with all applicable laws in India including Prevention of Money Laundering Act,
FEMA and taxation law.
(d) Ability to access capital or financial markets to source funds that may be needed for any
future capital infusion.
(e) Business record, business and financial position and past experience.
(2) Due-diligence
(a) Approval or NOC by other regulatory bodies in India and/or outside India, as applicable;
(b) Insider trading, fraudulent or unfair trade practices or market manipulation by the
promoters, investors or any of its group entities.
(c) Proceedings including conviction against the individual or entity or any of its promoter or
group entities or any of its KMPs, by any regulatory or statutory or judicial bodies in India
or outside India.
(3) Interests of policyholders and general public at large.
(4) Impact on the management and governance structure.
(5) Agreement between shareholders and impact on control or management.
(6) Shareholding pattern and Capital structure of the promoter or investor.
(7) Source of funds for investment.
(8) Beneficial ownership of shares of the insurer and the investors and promoters of the insurer.”
G. R. SURYA KUMAR, Executive Director
[ADVT.-III/4/Exty./249/2026-27]
and Published by the Controller of Publications, Delhi-110054. SARVESH KUMAR
KUMAR SRIVASTAVA
Date: 2026.07.31 20:14:55
+05'30'
SRIVASTAVA
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