Reference: GILA/ID/IPO-001/AIR
Board seat: Independent Director, Non-Executive
Primary board location: Hyderabad, with operating-site meetings at two metro airports
Meeting model: Seven board/committee cycles in the filing year; at least three site visits
Mandate type: Pre-IPO Board Build & IPO Readiness
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A promoter-founded aviation-services platform holding long-duration ground-handling, cargo-terminal and lounge contracts at multiple Indian airports. It is not an airline and does not own airport concessions.
Consolidated revenue is in the ₹1,800–2,600 crore band, more than 12,000 badge-cleared workers serve 25+ stations, and one institutional investor is preparing a partial offer for sale. A mainboard filing is targeted in 12–18 months.
The board problem and strategic reason for appointment
The IPO will expose contract concentration, security-cleared labour, airline receivables, service-level penalties and the difference between concession-backed revenue visibility and cancellable operating permissions. The board needs an independent director who can make the risk story investible without making it cosmetic.
The board is not buying a credential. It is appointing an independent decision-maker who can convert this problem into a governed sequence of choices, evidence and accountability. Success will be judged by the quality of decisions and control improvement, not by the number of recommendations made.
Board position, authority and interfaces
Expected Chair of the Risk Management Committee and member of Audit. Direct interfaces include the COO, airport security compliance head, internal audit and the IPO steering committee.
The appointee will have direct, unfiltered access to the Company Secretary and to the relevant control-function leaders. Any advisory support requested by the board must remain management-executed: the director sets questions, tolerances and evidence standards, but does not become an executive or consultant.
First 12–18 month strategic charter
- Reconcile every station contract to revenue recognition, renewal rights, minimum guarantees and termination exposure; create a board view of airline debtor ageing and set counterparty limits; validate badge, background-check, safety and subcontract-labour controls at the three largest stations; stress-test the offer-document growth case against loss of one anchor-airline contract
- Convert the listing workplan into a board-owned assurance map: each offer-document assertion, restated-financial dependency, material contract, litigation disclosure and KPI must have an executive owner, an independent challenge point and dated evidence.
- Create a post-listing operating rhythm before filing: quarterly close rehearsals, UPSI controls, disclosure escalation, analyst-communication discipline, committee calendars and a board-paper standard capable of surviving public scrutiny.
Decision profile sought
Essential evidence
- Former airport, airline-operations or aviation-services executive with P&L authority; completed IPO or listed-board risk experience; ability to interrogate workforce safety, security and concession economics
Differentiators
- Experience chairing enterprise risk during a high-growth listing; exposure to international ground-handling standards or aviation insurance
GILA will assess completed Indian capital-markets exposure, judgement under filing pressure, and the ability to distinguish genuine governance readiness from transaction theatre. Candidates should expect a case discussion based on an ambiguous board decision from this mandate, not a career-history interview alone.
Independence, suitability and downside diligence
The search will apply Section 149(6), Sections 164–165, Schedule IV and the applicable listing or sector rules to the entity’s legally verified status at the appointment date. Databank/proficiency status, listed-entity directorship and committee ceilings, pecuniary relationships, relatives’ interests, recent audit/advisory work and interlocking directorships will be checked. The appointment is subject to formal legal and secretarial confirmation; this posting is not a substitute for that determination.
Mandate-specific screens: Current commercial relationship with any served airline, airport operator or security contractor; recent advisory work for the BRLMs; family interests in airport staffing vendors.
Before accepting the seat, the candidate will receive under NDA the latest board composition, committee charters, material litigation/regulatory schedule, related-party map, last audited accounts, current D&O policy and the specific risk papers necessary to make an informed liability assessment.
Twelve-month outcomes
The board expects a board with a defensible pre-filing record, no last-minute committee architecture, and a credible first-year listed-company calendar. For this particular seat, the evidence will be:
- Contract register and concentration dashboard signed off by Risk and Audit; zero overdue high-risk badge or labour-control exceptions at sampled stations; downside case and mitigation disclosed consistently across board, DRHP and lender materials
Commitment, protection and economics
- Expected load: 30–38 days in the filing year, including due-diligence and site work; 20–24 thereafter.
- Terms: Five-year term subject to approvals; sitting fees and commission within applicable law; enhanced committee-chair fee and offer-period D&O run-off.
- Protection: Appointment letter, deed of indemnity where legally available, appropriate D&O cover including discovery/run-off terms, access to independent advice under the board-approved protocol, and complete minuting of dissent.
- Equity: No stock options where the appointment is legally an independent-director seat subject to Section 149(9). Any private-company structure outside that perimeter will be expressly classified and separately advised; no equity is implied by this posting.
Search process
Conflict pre-clearance → GILA/SYMPHONY™ board-fit interview → mandate case → document-led diligence under NDA → references from board peers and control functions → NRC/owner interviews → statutory, regulatory and reputation checks → board recommendation. Candidate consent, disclosures and appointment approvals will follow the law and the entity’s constitutional documents.