Just two days after the resignation of Coforge Ltd chairman O.P. Bhatt, D.K. Singh, the head of its nomination and remuneration committee (NRC), has put in his papers, saying that the induction of three members of private equity giant Advent International on the board could lead to “changes in direction and priorities” of the firm.
The country’s seventh-largest technology services firm announced Singh’s resignation on Friday evening.
Bhatt had resigned as the company’s chairman early on 8 September, citing differences with the board members. In his resignation letter, Singh too cited differences with the board members as one of the reasons for his exit.
“When I joined the board in 2024, it was transitioning from a private equity-led board to a more independent board,” he wrote in his resignation letter dated 10 September. “While I believe that transition was moving in the right direction, it also created some differences and tension, particularly between the independent and executive directors.”
He said the new may further orchestrate changes at the country’s fastest-growing tech services firm. ended last year with $1.87 billion in revenue, up 29.2% from a year ago.
“While I welcome constructive debate and different viewpoints, I believe the current circumstances may make it increasingly difficult for me to effectively fulfil my responsibilities as an independent director and, most importantly, to exercise the independent judgement I believe is necessary to act in the best interests of the company and all of its shareholders,” Singh wrote. He had joined the board in December 2024.
Coforge chairman Bhatt was voted out by Advent, Coforge’s largest shareholder, due to alleged non-transparency.
holds 21.2% stake in the company. When Coforge completed Encora’s acquisition in April 2026, Shweta Jalan, the managing partner of Advent, and Atin Jain, a director in the private equity firm that held a controlling stake in the US firm, joined Coforge’s board. Vivek Sharma, who was appointed senior advisor to Advent in 2024, was appointed in Coforge’s board as an independent director on 1 April 2026.
Bhatt’s exit came after Coforge’s internal auditor KPMG flagged that he and Singh had allegedly withheld information pertaining to the board evaluation report from other board members.
According to the company’s stock exchange filing of 10 September, Bhatt had got the lowest rating in the evaluation report, and he did not share the same with other members of the board, save for Singh, who as the NRC head had access to it.
Coforge’s board evaluation exercise saw its six members rank each other. This was because the exercise was for FY26, and three of the Advent members were not part of it.
Chief executive Sudhir Singh was given the highest possible ranking of five, while Bhatt got the lowest ranking, implying that CEO did not think highly of the chairman.
Coforge on the latest exit
In its latest filing, the company said it was surprised with the claims made in NRC chair Singh’s letter.
“At the outset, the board, including the independent directors are surprised with the allegation that there were differences and tension between the independent directors and the executive directors. The allegation is unfounded and more pertinently appears as an afterthought,” Coforge said in its sixth disclosure in three days.
The company also said Singh, despite all his allegations, had accepted a second term. “It is relevant to note that, prior to the internal audit observations being raised, Mr D.K. Singh had accepted a five-year second term with the board starting in February 2026 after completion of his first term of two years,” Coforge said.
With the latest exit, Coforge now has seven directors along with three independent directors, including Beth Boucher, Anil Chanana and Vivek Sharma, who is now the interim chairperson of the company.
However, Institutional Investor Advisory Services does not count Sharma as an independent director, as he was appointed as a senior advisor to Advent in 2024.
This implies that Coforge’s seven-member board will have only two independent directors, as against the norm of three for listed companies.
For now, the company’s board has reconstituted its NRC and also its stakeholders’ relationship committee (SRC). It has designated Beth Boucher as the chairperson of the NRC.
Vivek Sharma will lead a global search for adding additional independent directors to the board and will also elect the new chairperson, which will be considered from a pool of existing and newly-appointed directors.
A corporate governance expert said the company will have to look out for a director who is truly independent.
“Coforge has to immediately start looking for an independent director that qualifies for the role as is stated in Sebi’s rules. Companies must not take advantage of rules allowing flexibility and this time, they must look to appoint a director who is truly independent, in letter and in spirit,” said Sharmila Gopinath, independent corporate governance consultant.