Registrar to an Issue
A Registrar to an Issue (RTI) is a SEBI-registered intermediary appointed by the issuing company to manage the administrative and operational processes of a public issue, including processing applications, maintaining application data, conducting the allotment, handling refunds, and crediting shares to successful allottees' demat accounts.
The Registrar to an Issue is a critical operational backbone of the Indian IPO process, functioning as the back-office engine that ensures every application received from retail investors, high net-worth individuals (HNIs), and institutional buyers is properly recorded, validated, and processed. While the merchant banker manages the commercial and strategic aspects of the issue, and the underwriter assumes the risk of subscription, the registrar handles the data-intensive work of managing potentially millions of individual applications.
SEBI mandates that every public issue by a listed or to-be-listed company appoint a SEBI-registered Registrar to the Issue. The registration of RTIs is governed by SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. Companies of significant size — including Kfin Technologies (formerly Karvy Fintech) and Link Intime India (now part of MUFG) — are among the prominent RTIs operating in India and handle the back-end processing for a large number of mainboard and SME IPOs.
The RTI's responsibilities begin during the subscription period, when applications are received through the ASBA (Application Supported by Blocked Amount) route via banks and UPI handles. The RTI collects, consolidates, and reconciles application data received from the self-certified syndicate banks (SCSBs), stock exchanges, and the UPI ecosystem. Any discrepancies in application data — such as mismatched PAN numbers, invalid demat account details, or incorrect bank account information — are flagged and resolved during this period.
After the subscription window closes, the RTI performs the allotment computation in accordance with the basis of allotment approved by the stock exchanges. For oversubscribed issues, this involves a computerised lottery for the retail category, where each valid application for the minimum lot size has an equal probability of being allotted. For the QIB and HNI categories, allotment is done on a proportionate basis. The basis of allotment document, which summarises the subscription statistics and the allotment methodology, is prepared by the RTI and submitted to the stock exchanges for their approval before allotment is effected.
Once allotment is completed, the RTI coordinates with the depositories (CDSL and NSDL) to credit allotted shares into successful applicants' demat accounts. Simultaneously, the blocked application amounts in the bank accounts of non-allottees or partially allotted applicants are released. The RTI also manages post-allotment queries from investors, issues allotment advice, and maintains the register of shareholders. In the event of a bonus issue, rights issue, or stock split by the company after listing, the RTI is typically the Share Transfer Agent as well, managing ongoing changes to the share register.