Who Does What in an IPO? Merchant Banker, Registrar, Bankers, Syndicate, Depositories, Exchanges and Advisers

Reviewed on: 12 September 2026. Reviewed by Abhipra RTA Team.

An IPO succeeds when the issuer and every appointed intermediary know both their own responsibility and the handoff to the next participant. A merchant banker coordinates the transaction, but that does not remove the issuer's responsibility for accurate disclosures, approvals and compliance. A registrar processes critical issue data, but does not decide the issuer's business case or legal position.

Indian IPO team of issuer executives and specialist advisers coordinating issue preparation in a boardroom

The Issuer Remains Accountable

The issuer's board and management set the fund-raising proposal, approve the transaction within their authority, appoint intermediaries, supply complete records and stand behind the disclosures made in the offer document. They should establish one controlled source for capital history, financial information, material contracts, litigation, promoter and shareholder data, and use-of-proceeds information.

No role map replaces transaction-specific advice from the appointed merchant banker, legal counsel, auditors, company secretary and other professionals.

IPO Role Map

Participant Primary contribution Key handoff or evidence Boundary to remember
Issuer and board Set the transaction purpose, make approvals, provide records and own disclosures. Board/committee records, data room, appointment letters and management confirmations. The issuer cannot outsource accountability for inaccurate or incomplete information.
Lead merchant banker / book running lead manager Leads diligence, offer-document coordination, issue structure and applicable regulatory/exchange interface; coordinates post-issue work. Reviewed offer-document inputs, issue timetable, participant agreements and post-issue coordination record. Legal, accounting and operational work may be delegated, but the designated lead merchant banker retains the responsibilities imposed by the applicable framework.
Registrar to the issue Supports application-data processing, reconciliation, basis-of-allotment operations, allotment records, investor communication data and demat-credit coordination. Controlled application files, exception register, reconciliation packs, allotment files and audit trail. It is not the issuer's board, merchant banker, bank, exchange or depository.
Bankers to the issue and SCSBs Support the application-payment and ASBA ecosystem under the applicable issue process. Blocking/payment confirmations, channel reports and exceptions requiring resolution. They do not determine allotment or replace application-data controls.
Syndicate members, brokers, RTAs and collecting DPs Provide authorised routes for bid/application collection where applicable. Channel-level intake data and acknowledgement/validation records. Eligibility and process requirements should be checked against the current exchange and SEBI framework.
Depositories and depository participants Support demat infrastructure, beneficiary-account interfaces and credit of allotted securities. ISIN and beneficiary data controls, depository confirmations and unresolved-item log. Depositories do not prepare the offer document or run issuer due diligence.
Stock exchanges Process listing-related applications, issue-process requirements and applicable approvals or observations. Exchange filings, approvals, listing application and final process confirmations. Exchange process requirements do not replace SEBI, Companies Act or issuer-specific professional review.
Legal counsel, auditors, company secretary and other advisers Provide specialist legal, financial, restatement, governance, secretarial, tax or other input. Opinion/work-paper boundaries, reviewed schedules and sign-off trail. Scope, reliance and responsibility must be recorded; they do not displace the issuer's disclosures.

From Preparation to Listing: The Handoffs That Matter

The following sequence is deliberately simplified. The actual schedule must follow the offer structure and instructions in force for the particular issue.

Issuer records and approvals
        |
        v
Lead merchant banker-led diligence and offer-document coordination
        |
        v
Exchange / regulatory filing and issue setup
        |
        v
Application channels, ASBA/UPI and banker/SCSB controls
        |
        v
Registrar reconciliation and basis-of-allotment operations
        |
        v
Depository credit, listing steps and ongoing RTA handover

Each arrow should have an owner, a cut-off date, a source system, an exception path and an approval record. This is more useful than a long contact list when issue pressure increases.

What Official Sources Say About Key Interfaces

SEBI's ICDR Regulations, 2018, last amended on 21 March 2026, and the ICDR Master Circular dated 9 February 2026 provide the current primary-market framework. The regulations require the issuer to appoint a registrar with connectivity to all depositories and place post-issue coordination responsibilities on the designated lead merchant banker in the applicable framework.

NSE's ASBA procedure describes application routes through self-certified syndicate banks and the UPI-enabled ASBA mechanism through eligible intermediaries, including syndicate members, registered stock brokers, RTAs and depository participants. The applicable channel, limits and issue mechanics must be confirmed for the particular offer.

Primary-Market Context

SEBI's Annual Report 2025-26 shows why clean operating handoffs matter at scale. The figures below are market context, not a prediction of an issuer's ability to raise capital, receive approvals or list.

Selected primary-market indicators reported by SEBI
Indicator FY2024-25 FY2025-26 Operational implication
IPOs completed 320 366 More issue teams and more handoffs required controlled execution.
IPO amount raised Rs 1,72,328 crore Rs 1,88,616 crore Data integrity has material transaction and investor-service significance.
SME IPOs completed 241 257 Process discipline matters across both main-board and SME routes.

Text chart: reported IPO activity

IPOs completed
FY2024-25  320 | ##############################
FY2025-26  366 | ##################################

IPO amount raised (Rs crore)
FY2024-25  172,328 | ###############################
FY2025-26  188,616 | ##################################

SME IPOs completed
FY2024-25  241 | ######################
FY2025-26  257 | ########################

The values also appear in the table, so the comparison does not depend on colour or image interpretation.

Registrar Controls During the Issue Window

Registrar-to-an-Issue operations team reconciling IPO processing handoffs in an Indian office

For the registrar workstream, useful controls include a dated application-data intake, channel-wise reconciliation, duplicate or technical-exception handling, approved basis-of-allotment inputs, beneficiary-file validation, depository confirmation, investor-query routing and a preserved exception archive. The exact operating design depends on the issue and current instructions.

Issuer teams should not email passwords, OTPs, unmasked PAN or bank details, specimen signatures, or full KYC packs through ordinary email. Use the secure submission method authorised for the transaction.

How Abhipra Can Assist

Abhipra RTA Services can support issuer teams and appointed advisers with registrar-to-an-issue planning, share-capital and shareholder-data reconciliation, ISIN and depository coordination, controlled issue-process records, allotment operations and the transition to ongoing shareholder servicing. Final transaction decisions, legal conclusions, offer-document disclosures and regulatory compliance remain with the issuer and its appointed professionals.

Contact Abhipra RTA Services or call 011-42390783 for an RTA workflow discussion. Please request the authorised secure-document route before sharing transaction information.

Source Links

Disclaimer

This article is for general educational and operational awareness only. It is not legal, tax, accounting, investment, merchant-banking or transaction advice. Role scope, offer structure, eligibility, application channels, timeline, allocation, listing and post-issue requirements depend on the issuer's facts and the law, regulations, circulars, exchange requirements and depository instructions in force for the relevant issue. Obtain advice from appropriately appointed professionals before acting.