Independent Director — Audit Committee Chair · IPO-Readiness NBFC

Reference: GILA/ID/FS-IPO/2601 Board seat: Independent Director, Non-Executive Location of board meetings: Western India (Mumbai/Pune corridor), with two meetings per year outside the head office Term: Five consecutive years from date of appointment, eligible for one re-appointment Status: Live. Board reconstitution targeted for completion at least two full quarters ahead of DRHP filing.

Anonymised client snapshot

An RBI-registered non-banking financial company operating in the Middle Layer under the Scale Based Regulation framework, with assets under management in the ₹15,000–25,000 crore band and a stated trajectory into the Upper Layer within the medium term.

• Roughly 70% of the book is secured — split across MSME loan-against-property, used commercial vehicle financing and a growing supply-chain finance vertical.
• 1,000+ branches across 17–19 states, with a deliberate tier-3 and below distribution bias and an in-house collections field force rather than a heavily outsourced model.
• Institutionally owned. Two global private equity sponsors hold a combined controlling stake following successive primary rounds; a founding management team retains a meaningful minority holding and continues to run the business.
• Externally rated in the AA category on long-term instruments, with a funding mix spanning term loans, NCDs, direct assignment and an active co-lending book with two large private banks.
• Statutory auditors rotated within the last two financial years. Ind AS-compliant since transition, with ECL modelling in place under Ind AS 109.
• DRHP filing targeted within the next four to six quarters, with a primary-plus-OFS structure anticipated.

Why this seat, and why now

This is not a compliance-filling appointment. The board is being reconstituted deliberately in advance of the offer document so that the governance record shown to SEBI, to the book-running lead managers and to anchor investors reflects at least four to six board cycles of genuine independent oversight — not a board assembled the quarter before filing.

The company is simultaneously managing three transitions that a listing will expose to daily public scrutiny: the shift from sponsor-driven governance to public-market governance; the tightening of RBI's expectations as the entity approaches Upper Layer thresholds; and the professionalisation of a founder-built credit culture into one that can survive a stress cycle under quarterly disclosure. The incoming Independent Director is expected to be a material part of how those three transitions are managed.

Where this seat sits

The board currently comprises nine directors. This appointment is one of two independent seats being filled in the same window; the second carries a technology and information-security orientation and is being run as a separate mandate.

Committee expectations for this seat:

• Audit Committee — Chair. The mandate is explicit: this appointee is being brought in to chair, not merely sit on, the Audit Committee. Candidates must be able to satisfy Section 177 financial literacy requirements comfortably and to hold their own with a Big Six audit partner on ECL staging assumptions.
• Risk Management Committee — Member, with specific attention to ALM, concentration risk and the co-lending partner exposure.
• IT Strategy Committee — Member, in line with RBI's Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices.
• Attendance expected at the NRC on ESOP and pre-IPO compensation matters, though formal membership is not currently contemplated.

Charter of the role — first twelve months

1. Own the restated financials conversation. Restatement under SEBI ICDR is where NBFC IPOs most often lose time. The Audit Committee Chair is expected to run the restatement adjustments, the qualification history and the auditor's emphasis-of-matter trail as a governed process with dated closure, not as a last-mile scramble with the BRLMs.
2. Interrogate the ECL model. Specifically: staging criteria, PD/LGD calibration against actual recovery experience in the used-CV book, the treatment of restructured accounts, and the divergence — if any — between Ind AS provisioning and RBI's IRACP norms, including the impairment reserve mechanics.
3. Stress-test the co-lending and direct assignment arrangements. First-loss structures, de-recognition treatment, partner-bank credit filters and what happens to the book if a partner exits at 90 days' notice.
4. Chair the related-party review. Sponsor-affiliate transactions, management fee arrangements, and any advisory or placement fees flowing to sponsor-affiliated entities will be read closely by the regulator and by proxy advisory firms. This needs a clean, defensible register before filing.
5. Set the disclosure discipline early. KPI selection and the Basis of Issue Price section under SEBI's KPI disclosure framework must be defensible for three years post-listing. Independent directors who allow flattering-but-fragile metrics into the offer document create a permanent problem.
6. Whistleblower and fraud reporting. Establish that the vigil mechanism has actually been used, that reports reach the Audit Committee Chair unfiltered, and that the RBI fraud reporting timeline is being met — not merely documented.

Statutory eligibility — hard gates

• Meets every limb of Section 149(6) of the Companies Act, 2013, including the pecuniary relationship tests as applied to the company, its holding, subsidiary and associate entities, and to the sponsor group.
• Registered in the IICA Independent Directors Databank under Rule 6, with the online proficiency self-assessment test either cleared or a valid exemption available.
• Not disqualified under Section 164; valid DIN; no pending Section 167 vacation trigger.
• Within the Section 165 ceiling (20 companies, of which not more than 10 public) and the Regulation 17A ceiling of seven listed entities.
• Within Regulation 26 committee limits — ten memberships and five chairmanships across listed entities.
• Satisfies the company's board-approved fit and proper criteria as applicable to NBFC directors, including the signed declaration and undertaking and the annual deed of covenant.
• No director-level exposure that would create a Section 185 or Section 20-equivalent lending conflict with the entity or its lending partners.

Professional profile — what we are actually looking for

Essential

• Demonstrable IPO experience — this is the defining requirement of the mandate. Acceptable evidence: having served on the board or audit committee of an entity through a completed Indian main-board IPO; or having been the CFO, Company Secretary or lead advisor on record through a DRHP-to-listing cycle. Candidates who have been through a withdrawn or lapsed DRHP are of particular interest — that experience is often more instructive than a smooth listing.
• 20+ years in financial services, with genuine depth in credit rather than adjacency to it. Backgrounds that fit: senior banking (retail/SME/wholesale credit or risk), NBFC leadership, rating agency financial-sector head, RBI or SEBI supervisory experience, or Big Six financial services assurance partnership.
• Fluency in Ind AS 109, RBI's IRACP framework and the interaction between the two.
• Ability to read a securitisation and direct assignment structure without being briefed on it.

Strongly preferred

• Prior chairing of a listed-company Audit Committee.
• Exposure to RBI's Scale Based Regulation transition, including CRO independence, internal audit under RBIA and the compliance function requirements applicable to Middle and Upper Layer entities.
• Familiarity with the Digital Lending Directions and the Default Loss Guarantee framework, if the candidate has partnership-led origination experience.
• Understanding of proxy advisory firm methodology and how Indian institutional investors vote on financial-sector governance resolutions.

Explicitly not required

We are not looking for a former regulator brought in for signalling value alone, nor for a serial independent director carrying six existing seats. The time commitment on a pre-IPO NBFC board is materially above a steady-state listed board and we will test for genuine availability.

Conflict and disqualification screens

Candidates will be screened for: current or recent board or advisory positions at directly competing lenders in the MSME-LAP or used-CV segments; consulting relationships with the sponsors; audit or advisory relationships with the company within the look-back period under Section 149(6); family-office or personal exposure to the company's debt instruments; and any ongoing regulatory proceeding, SEBI order or NCLT matter involving the candidate personally.

Time commitment

• Board meetings: 6–8 per year, minimum four to satisfy Section 173.
• Audit Committee: 6–8 per year in the pre-IPO window, reducing to a normalised cadence post-listing. Expect materially longer sessions than the board itself.
• Risk Management Committee: 4 per year.
• Separate meeting of Independent Directors: at least one, per Schedule IV and Regulation 25(3).
• Additional pre-filing load: due diligence sessions with BRLMs and legal counsel, sign-off on the restated financials, participation in the analyst-meet dry run, and availability for the Audit Committee's review of the offer document. Budget an additional 8–12 working days across the filing window.
• Realistic total: 28–35 days per annum in the pre-IPO year.

Remuneration and terms

• Sitting fees at the upper end of the statutory ceiling under Section 197(5) read with Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014.
• Profit-linked commission under Section 197(1), payable annually, subject to shareholder approval — with an enhanced quantum for the Audit Committee Chair.
• No stock options. Section 149(9) prohibits stock options for independent directors, and candidates who raise equity participation as a condition will be screened out.
• Directors' and Officers' liability cover, extended to cover the offer document period and structured to survive cessation of office.
• Reimbursement of travel and incidental expenses at actuals.

Process

Longlist review → SYMPHONY™ structured interview (governance disposition, dissent behaviour, financial interrogation depth) → reference triangulation with three prior board colleagues → NRC interaction → Board interview → Section 149(6) and fit-and-proper verification → recommendation.

Appointment will be effected by the Board with shareholder approval; post-listing, any subsequent re-appointment will require a special resolution under Regulation 25(2A).