Registrar to an Issue

A registrar to an issue (RTI) is a capital-market intermediary registered with the Securities and Exchange Board of India that provides the back-office infrastructure for a public securities offering. In the Indian primary-market architecture, the registrar sits between the issuer and the two national depositories – National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) – and is responsible for receiving applications, verifying investor credentials, eliminating duplicate bids, computing the basis of allotment, and transmitting depository instructions so that shares reach successful applicants’ demat accounts. Without a registered RTI, no public issue of capital in India can proceed.

The two dominant registrars are KFin Technologies and Link Intime India , which together handle the majority of mainboard and SME IPO mandates on both the Bombay Stock Exchange and National Stock Exchange . Smaller registrars such as Bigshare Services , Cameo Corporate Services , and Maashitla Securities serve a meaningful share of SME-platform and rights-issue mandates.

Regulatory framework

Registration and category

SEBI first formalised the role of registrars and share-transfer agents under the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. The regulations distinguish between two categories of registered entity:

• Category I: Entities that act as both registrar to an issue and share-transfer agent. They may handle new public offerings as well as the post-listing transfer of securities on behalf of listed companies.
• Category II: Entities that act solely as share-transfer agents, managing the post-listing registry for existing listed companies without taking on new-issue mandates.

All registrars handling IPO or rights-issue mandates must hold a valid Category I certificate of registration issued by SEBI. Registration is granted for five years and is subject to renewal. SEBI maintains an updated register of all Category I and Category II entities on its website, and an intermediary conducting business with a lapsed or cancelled certificate commits an offence under the SEBI Act, 1992.

Obligations under the SEBI ICDR Regulations

The substantive obligations of the RTI during a public issue are governed by the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations), read with periodic circulars. The ICDR Regulations require the issuer to appoint a registrar and specify the registrar’s name, registered address, and SEBI registration number prominently in the offer document filed with SEBI and on the issuer’s website.

SEBI may impose penalties, suspend, or cancel registration if the RTI fails to comply with processing timelines, data-security obligations, or investor-grievance-redressal requirements prescribed in the 1993 Regulations and the ICDR Regulations.

SEBI SCORES and investor grievances

All registrar-related investor grievances are escalated through SEBI SCORES (SEBI Complaint Redress System). An investor who has not received allotted shares, has not received a refund, or has received incorrect allotment can file a complaint on the SCORES portal, which logs it against the registrar and the issuer. Registrars are required to resolve SCORES complaints within a prescribed turnaround time; failure to do so attracts regulatory notice.

Functions during a public issue

Bid collection and SCSBs

In the ASBA (Application Supported by Blocked Amount) framework, investors submit bids through their banks (Self-Certified Syndicate Banks, or SCSBs) or through the UPI-linked application process introduced by SEBI in 2019. The registrar does not directly interact with individual applicants at the point of bid submission; instead, it receives consolidated bid data from the stock-exchange bidding system (BSE’s BIDS or NSE’s iBBS), which in turn aggregates data uploaded by SCSBs and stock brokers.

The registrar’s first major function is to pull this raw bid data from the exchange system and reconcile it against the data independently held by the SCSBs. Any discrepancy – for example, a bid recorded on the exchange that does not appear in the SCSB’s blocked-amount register – is flagged for resolution before the basis of allotment is finalised.

Third-party verification

Before allotment, the registrar performs three categories of verification on every valid application:

1. PAN verification: Each application contains a Permanent Account Number (PAN). The registrar cross-checks the PAN against the Income Tax Department’s database to confirm it is valid, not cancelled, and matches the name provided.
2. Demat account verification: The registrar confirms that the beneficiary account number (BO ID) provided by the applicant exists in either NSDL’s or CDSL’s depository participant records and is active.
3. Bank account verification: For ASBA applications, the registrar confirms that the blocked bank account is linked to the PAN of the applicant, preventing third-party fund usage.

Applications that fail any of these three checks are classified as technically invalid and are rejected before the basis of allotment is computed. SEBI’s ICDR Regulations mandate that the registrar maintain a log of all rejections, the reasons, and the count, which is disclosed in the basis-of-allotment document published on the stock exchange websites.

Duplicate elimination

A single PAN is permitted to submit only one application in any given IPO. If the same PAN appears across multiple applications – whether submitted through different SCSBs, different broker terminals, or different UPI handles – all applications from that PAN are typically rejected. The registrar’s deduplication function identifies such instances. Prior to 2021, SEBI allowed the highest-value application to survive deduplication; subsequent circulars moved to full rejection of all applications from a duplicate PAN to eliminate gaming.

Basis of allotment

Once valid applications are identified and deduplicated, the registrar computes the basis of allotment. This document specifies how many shares each category of investor (Retail Individual Investors, Non-Institutional Investors, Qualified Institutional Buyers) receives, given the level of oversubscription. For heavily oversubscribed retail tranches, the basis is expressed as a lottery: the registrar, in the presence of a stock-exchange representative, conducts a computerised draw to determine which applicants receive the minimum lot and which receive nothing.

The basis of allotment is submitted to the designated stock exchange, approved by the exchange, and then published on the exchange’s website and the registrar’s allotment-status portal. This document is a public record.

Depository instructions and refund initiation

Following approval of the basis of allotment, the registrar transmits electronic credit instructions to NSDL and CDSL, directing them to credit shares to the demat accounts of successful applicants. Simultaneously, the registrar instructs SCSBs to unblock the funds of unsuccessful applicants, and in cases where partial allotment occurs (common in the non-institutional investor category), to unblock the proportionate surplus.

The T+1 listing timeline introduced by SEBI in 2023 compressed these steps significantly. Under T+6 listing (the older standard), the registrar had six days after issue closure to complete processing; T+1 listing now requires completion within one day of issue closure for mainboard issues, placing considerable operational demand on both registrar infrastructure and the banking system.

Post-listing share-transfer agent functions

Category I registrars continue to manage the company’s share registry after listing. Functions include processing off-market transfer requests, updating shareholder addresses, issuing duplicate share certificates, managing corporate actions such as dividends and bonus issues, and maintaining the register of members as required under the Companies Act, 2013.

T+1 listing timeline (post-2023)

SEBI’s circular of 27 October 2023 (SEBI/HO/CFD/TPD1/CIR/P/2023/171) mandated T+1 listing for all mainboard public issues closing on or after 1 December 2023. The following condensed timeline applies:

The transition from T+6 to T+1 required registrars to automate previously manual verification steps, upgrade system capacity, and negotiate real-time data feeds from depositories. KFin Technologies and Link Intime both undertook significant technology investments in 2022-2023 in preparation.

Market structure and consolidation

Historical fragmentation

Through the 1990s and 2000s, India had dozens of registrars, many operating regionally or serving a narrow client base. SEBI progressively tightened net-worth requirements and technology-infrastructure standards, causing smaller registrars either to exit or to confine themselves to post-listing share-transfer work rather than new-issue mandates.

Karvy’s exit and KFin’s emergence

The most consequential event in recent market structure was the SEBI order of November 2019 that barred Karvy Stock Broking from taking new clients following the discovery that client securities had been pledged without authorisation. Although Karvy Computershare (the registrar business) was legally separate from Karvy Stock Broking, the reputational damage led to issuers migrating mandates. The registrar business was subsequently acquired, and the entity was rebranded as KFin Technologies following investment by General Atlantic in 2017 and an IPO in 2022.

Link Intime’s integration with Vistra and Computershare

Link Intime India was founded in 2000 as a subsidiary of Link Market Services Australia. In subsequent years it became part of the Vistra Group’s corporate-services portfolio. In 2022, the global fund-administration group Computershare completed its acquisition of Vistra’s financial-services businesses, bringing Link Intime under Computershare’s global umbrella while the Indian entity retained its distinct SEBI registration and brand.

Comparison of major registrars

Allotment-status lookup

After the basis of allotment is published, investors can check their allotment status by entering their application number, PAN, or DP/client ID on the registrar’s allotment-status portal. All three major portals also aggregate live allotment data from the BSE and NSE websites, which publish the basis-of-allotment document and the registrar’s contact details for each issue.

An investor who believes they were wrongly rejected, received incorrect allotment, or has not received a refund despite a rejected application should first contact the registrar through its website grievance form. If unresolved within 30 days, the investor may escalate to SEBI SCORES.

References

1. SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, as amended.
2. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
3. SEBI Circular SEBI/HO/CFD/TPD1/CIR/P/2023/171, 27 October 2023 – T+1 listing framework for public issues.
4. SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 – UPI mechanism for non-institutional investors in public issues.
5. SEBI Annual Report 2023-24, Chapter 4: Intermediaries.
6. BSE and NSE websites, basis-of-allotment archive (various issues, 2022-2025).