Startups appoint nearly 90% of their external directors amid IPO planning: Longhouse

/ 3 min read
Summary

According to Longhouse, Indian startups are enhancing their board structures ahead of IPOs, with a focus on governance and investor confidence. The report highlights the strategic appointment of directors with financial and regulatory expertise, reflecting a shift towards governance maturity.

This signals not just regulatory compliance but a clear intent toward long-term value creation.
This signals not just regulatory compliance but a clear intent toward long-term value creation. | Credits: Getty Images

Indian startups are formalising IPO boards 1-3 years in advance as governance becomes the new competitiveness driver, with a deliberate focus on financial governance, investor alignment, and senior leadership experience, says a report by Bengaluru-based specialised executive search and advisory firm Longhouse. The report says nearly 90% of external directors were appointed during IPO preparation, highlighting companies' need to go public with highly experienced leaders.

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This signals not just regulatory compliance but a clear intent toward long-term value creation. The study examined a broad spectrum of factors, including IPO size, timing and tenure of board appointments, boardroom diversity, directors’ experience and sectoral expertise, remuneration trends, and committee compliance.

The report titled “Boardroom Structure and Remuneration in Startup IPOs” analyses how India’s unicorn startups are reshaping their boardrooms ahead of IPOs and explores the evolution of board compositions in venture-backed startups during their IPO journeys. 

The analysis finds that India’s IPO-bound startups are strategically appointing directors with profiles that enhance the organisation’s governance maturity and market credibility. Of the 187 external directors analysed, nearly two-thirds (65%) bring either financial or regulatory expertise (34%) or general management or business or strategy experience (28%), underscoring the premium placed on investor confidence and compliance. 

In comparison, specialists from the same industry (6%) and HR or former bureaucrat (5%) or legal experts (4%) are still few in number, showing that boards are focusing more on strategy and governance rather than on operational or functional expertise. However, the presence of nominee directors (23% of total) highlights the balancing act between investor oversight and independent governance credibility, particularly as startups transition to listed-company structures.

The report highlights that startups going public are building boards with highly experienced leaders. On average, external directors were 55 years old, and around 50% had an average of 31 years of work experience. Most boards had 6-8 directors, while larger IPOs (₹5,000+ crore) expanded to 9-11 members, indicating a stronger governance focus. 

Nearly 90% of external directors were appointed during IPO preparation, says the report. About 28% of external directors had startup experience, mainly in consumer tech and digital-first firms, while traditional /regulated sectors (insurance, travel aggregators, auto marketplaces) leaned more on financial and regulatory experts. However, only a total of 11 companies had directors appointed well before IPO planning, for proactive governance.

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For the appointment timeline analysis, the report considered 144 external directors out of a total of 187, excluding all nominee directors. Of these, 103 (around 72%) were appointed within six months of the DRHP filing, while 13 were added between six to twelve months. 

“The appointment of external directors closer to the filing of prospectuses can be attributed to several factors: these board members enhance credibility for both retail and institutional investors; SEBI’s regulations require companies to structure their boards in specific ways ahead of public listing; and founders often onboard directors who can guide them through the IPO process. Reflecting this, board structuring has become one of the most critical elements of IPO readiness,” said Anshuman Das, CEO and Founder, Longhouse.

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The study highlights the lower representation of women external directors on startup IPO boards, who only meet the regulatory requirements. Among the 34 startups analysed, only 25% of their external directors were women, slightly above the regulatory minimum but reflecting only a modest voluntary representation. 

The study shows that remuneration among external directors varies widely by expertise and company size. Around 24% of external directors earn ₹50 lakh annually, while about 40% fall in the ₹18–50 lakh range. Directors with regulatory/ financial expertise/former bureaucrat form the largest group (40%), followed by general management/business/ strategy advisor profiles (32%), same-industry specialists (27%), and HR/legal experts (33%)—each with a share of high-paying roles above ₹50 lakh. 

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The report is based on a mix of primary and secondary research carried out by Longhouse, covering 187 external directors across 34 startups that have gone public since 2021, collectively raising around ₹112,191 crore ($12.68 billion) through fresh equity issuances and offers for sale. As of late 2025, another 21 startups are at various stages of IPO preparation. 

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