Who are IPO Architects?

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First Gate — Can Your Entity Launch an IPO?

StartAn entity wants to raise public capital
Company (C) PAN — IPO-ReadyPublic limited companies are the standard IPO vehicle — even LIC and IRCTC listed as 'C' PAN companies
Trust (T) PAN — IPO-ReadyREITs and InvITs are SEBI-regulated trusts that raise public capital by issuing units
The Other 8 PAN Types — Not DirectlyIndividual, HUF, Firm/LLP, AOP, BOI, Local Authority, AJP and Government Agency must first restructure
IPO-BoundStructure cleared — the sixteen architects take over

The IPO Circle — Five Teams, One Listing

Sixteen Architects, Five Teams

1. IPO-Bound Structure
2. Governance & Compliance
3. The Deal Team
4. Market Infrastructure
5. The Principals

#	Architect	Role in the IPO
1	IPO-Bound Structure	The gatekeeper. Of India's 10 PAN card types, only Company (C) and Trust (T) PAN entities can launch an IPO — public limited companies are the standard issuer (even state-owned LIC and IRCTC listed as 'C' PAN companies), while Trust (T) covers REITs and InvITs raising public capital as SEBI-regulated trusts. The other 8 PAN categories — Individual (P), HUF (H), Firm/LLP (F), AOP (A), BOI (B), Local Authority (L), Artificial Juridical Person (J) and Government Agency (G) — cannot directly launch an IPO; they must first restructure into a public limited company or an eligible trust.
2	Independent Directors	Non-executive board members with no material pecuniary relationship with the company — mandated under SEBI (LODR) regulations to ensure corporate governance, oversee management and protect minority shareholder interests.
3	Statutory & Governance Committees	Board-level committees mandated by the Companies Act 2013 and SEBI — the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders Relationship Committee — responsible for internal controls and compliance oversight.
4	Legal Counsel	Drafts the Draft Red Herring Prospectus (DRHP) and the Red Herring Prospectus (RHP), conducts exhaustive legal due diligence, ensures compliance with SEBI (ICDR) regulations and handles litigation disclosures.
5	Statutory Auditors	Chartered Accountants who audit the company's financials, issue the restated financial statements for the preceding three years as required in the DRHP, and provide comfort letters to the underwriters.
6	Merchant Bankers (BRLMs)	The primary architects of the IPO — they orchestrate due diligence, determine valuation and issue pricing, draft the offer documents, and market the issue to institutional investors during roadshows.
7	Underwriter	Guarantees to subscribe to the shares if the IPO fails to meet the minimum subscription threshold, typically 90% — ensuring the capital raise succeeds; frequently the BRLMs themselves.
8	Registrar & Transfer Agent (RTA)	SEBI-registered entities such as KFintech or Link Intime — manage the basis of allotment, finalize the list of successful allottees, process refunds for rejected bids, and facilitate the credit of shares to investors' demat accounts.
9	Market Maker	A registered broker mandated for SME IPOs to provide liquidity by continuously quoting two-way (buy and sell) prices for a specified period post-listing.
10	Regulator — SEBI	Reviews the DRHP, issues observations, mandates disclosure standards and regulates the entire IPO process to ensure market integrity and investor protection.
11	Depositories — CDSL / NSDL	Central Depository Services Limited and National Securities Depository Limited hold the equity shares in electronic (dematerialized) form and facilitate the seamless transfer of shares upon allotment.
12	Exchanges — NSE / BSE	Grant in-principle approval for listing, provide the bidding platform and facilitate secondary-market trading post-IPO.
13	Brokers — Zerodha, Groww etc.	Interface with retail and institutional investors — allowing them to place ASBA bids during the IPO window and execute trades post-listing.
14	Bankers to the Issue (SCSBs)	Self-Certified Syndicate Banks run the ASBA (Application Supported by Blocked Amount) mechanism — they block the application funds in the investor's bank account and transfer only the exact amount to the issuer upon successful share allotment.
15	Promoters / Founders	The original controllers of the business — either raising fresh capital for the company or diluting their own stakes through an Offer for Sale (OFS) — and subject to strict SEBI lock-in periods post-listing.
16	Investors — QIBs, NIIs, RIIs	The ultimate capital providers subscribing to the issue — segmented into Qualified Institutional Buyers (QIBs), Non-Institutional Investors (NIIs / HNIs) and Retail Individual Investors (RIIs), each with specific reservation quotas.

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