Reference: GILA/ID/AUD-028/QUICK
Board seat: Independent Director, Non-Executive
Primary board location: Bengaluru with dark-store and fulfilment-centre visits
Meeting model: Seven Audit meetings, six board meetings and monthly KPI review during year one
Mandate type: Audit Committee Chair & Financial Expert
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A listed technology-enabled rapid-delivery platform operating dark stores and fulfilment hubs, with inventory ownership in core categories and marketplace treatment in selected verticals.
Gross order value exceeds ₹25,000 crore; reported revenue is materially lower and heavily affected by incentives, cancellations, shrinkage and principal-versus-agent conclusions.
The board problem and strategic reason for appointment
The Audit Chair must make the economic model auditable. Contribution margin, delivery cost, advertising income, vendor rebates, rider incentives and store cohorts must reconcile to the financial statements rather than exist as investor-relations metrics.
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
Audit Committee Chair; Technology/Risk member for automated controls, fraud and data lineage; private access to CFO, controller, internal audit and data governance.
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
- Create a controlled dictionary and reconciliation for GOV, net revenue, contribution and adjusted EBITDA; test principal-versus-agent conclusions by category and contract; review vendor rebates, advertising income and promotion accruals for side agreements; govern shrinkage, rider fraud, refunds and dark-store impairment by cohort
- Reset the Audit Committee agenda around judgement-heavy accounting, cash conversion, control exceptions, related parties, audit quality and closure evidence instead of receiving compliance presentations.
- Establish private sessions with the statutory auditor, internal auditor, CFO and whistleblower function; define escalation triggers and protect the independence of each control function.
Decision profile sought
Essential evidence
- Digital commerce CFO, audit partner, platform finance or consumer-internet board leader; Audit Chair experience; automated revenue and data-lineage depth
Differentiators
- Experience through a platform IPO or accounting restatement; forensic analytics and high-volume payments exposure
GILA will assess audit-chair temperament, forensic curiosity, accounting depth relevant to the business model, and the courage to slow a transaction or close when evidence is weak. 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: Cloud, payment, vendor or logistics relationships; holdings or boards in direct rapid-delivery competitors; paid public commentary on the company’s valuation.
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 an Audit Committee that can explain the economic substance behind the numbers and prove that exceptions were closed, not narrated away. For this particular seat, the evidence will be:
- Every external KPI reconciles to controlled source data and accounts; cohort impairment and shrinkage triggers approved; incentive and rebate judgements supported contract by contract
Commitment, protection and economics
- Expected load: 28–36 days annually, with close and results peaks.
- Terms: Five-year term; Audit Chair differential; cyber, consumer, securities and D&O cover.
- 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.