Reference: GILA/PB/P04/2608
Company stage: PE-backed / Pre-IPO
Seat classification: Contractually independent, non-executive private-company board seat; final statutory classification to be confirmed before appointment
Primary board geography: Bengaluru and Mumbai with branch and site visits
Meeting pattern: Six boards, monthly Safety/Integration Committee and quarterly Audit
Status: Confidential retained-search specification; client identity only after conflict pre-clearance and NDA.

Anonymised company context

A PE-backed maintenance, modernisation and installation platform for elevators, escalators and accessibility systems, created by acquiring regional service businesses and selected manufacturer-independent portfolios.

Revenue is ₹2,200–3,000 crore with more than 100,000 units under service or inspection arrangements. The sponsor is building a national brand and considering an IPO after branch, safety and systems integration.

Calibrated market hint: The manufacturer-independent model, Bengaluru–Mumbai centres and regional roll-up may suggest several private building-services platforms. Candidates must treat any inference as confidential and disclose it only for conflict screening.

Why the seat exists now

Recurring maintenance revenue is attractive, but asset records, technician competence, spare-part provenance, response times, contract scope and incident reporting vary by acquired business. The board needs independent safety and economic truth before presenting a national annuity story.

For a PE-backed business, IPO readiness begins by separating sponsor exit objectives from the legal and commercial interests of the company. Governance must be capable of surviving a change of ownership: related-party economics, acquisition accounting, debt, management incentives, control functions and operating claims need an evidence trail before bankers arrive.

Board design, authority and boundaries

Independent non-executive director; Chair of Safety, Integration & Risk and Audit member. The seat has no certification, installation or operating sign-off authority.

The appointee is expected to ask for evidence, frame choices, record dissent and hold management accountable. The appointee is not a part-time executive, broker, operating consultant, fundraiser or representative of the investor who proposed the name. Management remains responsible for execution.

Strategic charter — first 18 months

1. Create a unit-level installed-base register linking customer, location, equipment type, contract scope, inspection, breakdown, parts and revenue
2. Establish fatal-risk controls for work at height, electrical isolation, pit/top access, lifting and lone work
3. Govern technician competence, subcontractors, callout, rescue and severe-incident review
4. Reconcile contracted units, serviced units, billable visits, uptime, renewals, receivables and cash
5. Test spare-part provenance, compatibility, warranty and product-liability exposure
6. Integrate acquired contracts, customer consents, employee liabilities, systems, brand and seller earn-outs
7. Review branch and acquisition cohort economics including deferred maintenance and underpriced contracts
8. Build statutory committee, internal audit, disclosure, related-party, BRSR safety and first-year listed-company readiness before filing

Decisions likely to reach this director

• Whether an acquired portfolio should be suspended pending asset verification
• Whether a national uptime claim is supportable
• Whether service prices cover the maintenance required for safe operation

These are not hypothetical interview prompts. They describe the type of decision on which the board expects an independent company-interest view, including the ability to say “not yet,” “only with conditions,” or “stop.”

Candidate market — evidence, not labels

Essential

• Elevator/building services, field maintenance, industrial safety, multi-site services, audit or PE integration leader
• Board risk judgement
• Recurring-contract and technician-workforce depth
• Independence from sponsor, sellers and OEMs

Particularly valuable

• Vertical-transport safety or regulator experience
• National field-service integration
• Serious incident investigation
• Service roll-up or public-company transition

The search is deliberately open to former operators, founders, functional leaders, investors with genuine board experience, regulators, academics with operating relevance and experienced directors. Prior service on a listed board is useful but not a proxy for judgement.

IICA Databank and legal eligibility position

This search does not impose IICA Independent Directors Databank registration or the proficiency test as a blanket application gate. The disclosed company is presently private, and the seat is designed as a contractually independent non-executive board role. Before appointment, counsel and the Company Secretary will determine whether the company’s actual legal form, public-company status, holding/subsidiary relationships, borrowing or other facts trigger any statutory independent-director requirement. If the seat is later redesignated as a statutory Independent Director role during conversion or IPO preparation, the appointee must complete every then-applicable requirement before that redesignation.

All candidates must still have a valid DIN before appointment, complete required KYC/consent/disclosures, be free of Section 164 disqualification, remain within applicable Section 165 limits, and satisfy the Articles, shareholders’ agreement, investor consent rights and any sector-specific fit-and-proper rules. “Not required to be in the Databank today” does not mean “unregulated” or “low-liability.”

Independence and conflict screens

Relationships with OEMs, acquired sellers, landlords, inspection authorities, contractors, customers, insurers, sponsor or bankers; paid safety certification; earn-out or acquisition fee interests.

GILA will map pecuniary, advisory, investment, family, customer, supplier, competitor and investor relationships across the look-back period agreed with counsel. A fund nominee is not automatically independent; a well-known listed-company director is not automatically suitable; and a small equity holding is not automatically harmless. Substance and perception will both be assessed.

Downside diligence offered to the candidate

Before consent, the shortlisted candidate will receive under NDA: the cap table and side letters; Articles and shareholders’ agreement; last six board packs and minutes; cash/runway case; material contracts; regulatory, litigation, IP and related-party schedules; insurance policies; founder/KMP employment and equity terms; latest audit or financial review; whistleblower and incident summary; and a written statement of the expected board/committee classification. The candidate may request independent legal advice through an agreed protocol.

First-year evidence of success

The target is a board and control environment capable of supporting sponsor exit, refinancing or IPO without a last-minute governance rebuild. For this mandate, the board will look for:

• Installed-base and revenue reconcile unit by unit
• Safety controls and technician competence are verified
• Acquisitions operate on one incident/control system
• IPO materials describe recurring revenue and safety without unsupported aggregation

Commitment, economics and protection

• Expected commitment: 30–38 days in integration/pre-IPO year, including unannounced field observation.
• Commercial terms: Three-year term with statutory conversion if required. Fixed cash fee and chair differential; no acquisition or inspection fee. Product/public-liability, employment and securities D&O cover mandatory.
• Minimum protection: a written appointment letter, information and inspection rights, minuting of dissent, a deed of indemnity to the extent legally available, appropriate D&O with advancement and run-off, and access to independent advice.
• No hidden commercial role: no placement fee, sales referral, government liaison, customer introduction or consulting retainer is implied by the board appointment. Any separate engagement would require prior board approval, conflict review and clear disclosure; in many cases it will be prohibited.

Search and appointment process

Conflict pre-clearance → founder and lead-investor conversations held separately → GILA/SYMPHONY™ board-fit assessment → live mandate case → cap-table/SHA and board-pack diligence under NDA → references including one from a difficult company period → joint founder/investor/NRC session → legal, reputation and independence checks → board/shareholder appointment under the constitutional documents.

Source and interpretation note

The portfolio is drafted against the Companies Act, 2013 — official MCA text, including the distinction in Section 149 between private companies, listed public companies and prescribed public-company classes, together with the applicable Appointment and Qualification of Directors Rules. The current SEBI LODR text is a future-state design reference only where a company genuinely approaches listing; it is not presented as automatically applicable to a private Series A, B or C company.

The company’s counsel and Company Secretary must confirm the applicable law, legal form, sector rules, investor-rights mechanics and director classification using the facts existing on the appointment date.