Registrar to an IPO: What the RTA Does From Your Bid to Demat Credit

Most people who apply for an IPO never think about the registrar to an IPO until something goes wrong: shares don’t show up, money stays blocked, or the allotment page says “not allotted” and you want to know why. Yet this one intermediary sits between your bid and your demat account for almost the whole journey. We think it’s worth ten minutes to understand who they are, what the rules make them do, and where you should go when you have a problem.

What a registrar to an IPO actually is

The formal name is “registrar to an issue”, and the definition sits in the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, last amended on February 10, 2025. It’s a person appointed by the company (or the selling shareholders) to do three things on their behalf:

• Collect applications from investors for the issue.
• Keep a proper record of the applications and money received from investors, or paid to the seller of the securities.
• Help the company determine the basis of allotment in consultation with the stock exchange, finalise the list of people entitled to shares, and process and dispatch allotment letters, refund orders, certificates and related documents.

Read that list again and you’ll notice something. The registrar doesn’t decide the price, doesn’t market the issue and doesn’t hold your money. It is the record-keeper and the processor. In practice, that makes it the closest thing an IPO has to a back office for investors.

The same regulations also cover the “share transfer agent”, the entity that maintains the records of a company’s security holders and handles transfers and redemptions after listing. The two roles often go together, which is why you’ll see the short form RTA used loosely for both.

Two categories, and a capital floor

A firm can’t just set itself up as a registrar. It has to register with SEBI under one of two categories:

• Category I: can act as both a registrar to an issue and a share transfer agent. The minimum net worth required is ₹50,00,000.
• Category II: can act as either a registrar to an issue or a share transfer agent, not both. The minimum net worth required is ₹25,00,000.

Those net-worth figures come from the capital adequacy clause (regulation 7) of the regulations. They aren’t huge numbers by market standards. The bigger safeguards are elsewhere: the code of conduct, record-keeping duties, inspections and the conflict-of-interest rule below.

Worked example: can this registrar handle the issue?

Regulation 13A says no registrar can act for an issue if it is an “associate” of the issuing company. One test of association is controlling, directly or indirectly, not less than 10% of the voting power of the other side.

Take a hypothetical. Company A plans an IPO. Registrar R’s promoter group holds 12% of Company A’s voting power. Since 12% is above the 10% threshold, R and Company A are associates, and R cannot be the registrar for that issue. If the holding were 8%, this particular test would not be triggered, though the regulation’s other associate tests would still need checking. The point for investors is simple: the rulebook tries to keep the record-keeper independent of the company whose shares it is allotting.

Your bid’s journey, step by step

Since SEBI’s circular of August 9, 2023, listing has to happen within three working days of the issue closing (T+3, where T is the closing date), down from six. The rule became mandatory for public issues opening on or after December 1, 2023. That compressed calendar puts a lot of pressure on the registrar, so it helps to see where it fits.

On T day: bids close

Online ASBA applications through 3-in-1 accounts can be submitted till 5 pm on the closing day. Bank ASBA through internet or mobile banking, and syndicate UPI ASBA, close at 4 pm. UPI mandates have to be accepted by 5 pm. The sponsor bank sends its final certificate for UPI applications before 9:30 pm, and SCSBs and syndicate members send theirs for bank and syndicate ASBA before 7:30 pm.

There’s an extra check here that matters to you. Under the same circular, SCSBs must confirm that the PAN on the application matches the PAN linked to the bank account before blocking funds, and that confirmation goes to the registrar along with the final certificate.

On T+1: the registrar’s busiest day

This is where the registrar earns its fee. It runs a third-party verification, matching the PAN in your demat account with the PAN in your bank account. If they don’t match, the application stays invalid when the basis of allotment is finalised. The circular wants the third-party check on UPI applications done before 9:30 am on T+1 and on non-UPI applications before 1 pm.

Rejections and the basis of allotment are to be finalised before 6 pm on T+1, and the stock exchange has to approve the basis before 9 pm the same day.

A PAN mismatch between your demat and bank account doesn’t get fixed on allotment day. The registrar treats it as an invalid application, and that’s the end of it for that issue.

On T+2: money moves, shares move

Fund transfer instructions start no later than 9:30 am. Money for allotted shares should move before 2 pm, and unblocking for the rest should be done before 4 pm. The corporate action to credit shares to demat accounts starts before 2 pm and should be completed before 6 pm. The listing application goes to the exchanges before 7:30 pm.

The allotment advertisement goes up before 9 pm on T+2 on the websites of the issuer, the merchant banker and the registrar. Newspapers carry it on T+3, and no later than T+4.

On T+3: trading starts

By now the registrar’s main job for the issue is done. The shares are in demat accounts, the money is unblocked, and the stock trades.

Worked example: mapping a real calendar

Say a hypothetical IPO closes on a Monday with no holidays that week. T+1 is Tuesday, when the registrar finishes rejections and the basis of allotment. T+2 is Wednesday, when your shares should be credited and your unused money unblocked. T+3 is Thursday, listing day. If you applied for one lot of 50 shares at ₹297 each, ₹14,850 would be blocked. If you get the lot, that ₹14,850 is debited on Wednesday. If you don’t, the full ₹14,850 should be unblocked the same day. We cover the full schedule, holiday quirks included, in our guide to the IPO T+3 listing timeline.

The records the registrar must keep

This part is dull to read and very useful when there’s a dispute. Every registrar to an issue must keep records of:

• All applications received from investors in the issue.
• All rejected applications and the reasons for rejection.
• The basis of allotment as finalised with the stock exchange.
• The terms and conditions of purchase of securities.
• The allotment of securities.
• The names of allottees and non-allottees.
• Refund orders sent to investors for application money received from them.

And these records have to be preserved for a minimum of eight years. That figure was raised from three years by a 2018 amendment. So if you’re chasing an old allotment or refund question, the records should exist. You just have to ask the right entity.

The registrar is required to keep the reason your application was rejected. If you never got one, ask for it.

When something goes wrong: who to ask

Here’s the practical sequence we’d follow.

Not allotted? In an oversubscribed issue, that’s usually just the outcome of the basis of allotment, not a mistake. Check the basis of allotment document and the allotment advertisement on the registrar’s website once it’s out, which should be by 9 pm on T+2.

Rejected? Common causes are a PAN mismatch, a UPI mandate that wasn’t approved in time, or a bid that broke the lot or price-band rules. Our explainer on IPO application rejection reasons goes through them one by one. The registrar holds the rejection record, so it’s the right place to ask why.

Money still blocked after T+2? Unblocking is meant to be done by 4 pm on T+2. Compensation for delays in unblocking ASBA money is now computed from T+3 day, according to the August 2023 circular. Raise it with your bank (the SCSB) and the registrar.

Shares not credited? The corporate action for credit should be complete before 6 pm on T+2. If you were allotted shares and they’re not in your demat account, the registrar is the first stop.

How fast should they respond? The regulations require a registrar to take adequate steps to redress investor grievances within 21 calendar days of receiving the complaint, and to keep SEBI informed of the number and nature of complaints and how they were resolved. Every registrar must also have a compliance officer responsible for monitoring compliance with SEBI’s rules. If you get nowhere, SEBI’s complaint process is the next step.

Where to find the registrar for any IPO

Look up the registrar named in the issue’s red herring prospectus when you apply, and keep it handy. You’ll want that name on T+1 evening, when the basis of allotment is approved, and on T+2, when the allotment advertisement goes live.

Three things we’d do before applying

1. Match your PANs. Make sure the PAN on your demat account and on the bank account you’ll block funds from is the same. The registrar’s T+1 check rejects mismatches outright.
2. Approve the UPI mandate early. The cut-off is 5 pm on T day. Don’t leave it to the last hour.
3. Note the registrar’s name. It turns a vague “where are my shares?” into a specific question to the right desk.

None of this changes whether an IPO is a good investment. That’s a separate question, which we look at in our guide to IPO investing in India. But knowing what the registrar does means fewer surprises between the day you bid and the day the stock lists.

Quick recap

The registrar to an IPO collects and records applications, verifies PANs, helps finalise the basis of allotment with the exchange, and handles allotment and refund paperwork. It’s registered with SEBI under Category I or II, can’t act for a company it’s associated with, must keep issue records for at least eight years, and has 21 calendar days to deal with investor grievances. On a T+3 calendar, its decisive work happens on T+1 and T+2.

Disclaimer: This article is for information and education only and is not investment advice. Please do your own research or consult a SEBI-registered adviser before making any investment decision.