Coforge has accepted the resignation of DK Singh as an independent director and chairperson of its Nomination and Remuneration Committee (NRC), effective September 10, 2026. Singh cited differences and tension between independent and executive directors as the material reason for his departure.

The Board of Directors stated that Singh’s resignation followed an internal audit review of the Board Evaluation Exercise conducted during the July-September 2026 quarter. The internal auditor observed that evaluation reports were available only to the NRC Chair and the Chairman of the Board, and were not shared with other board members, including other independent directors. The auditor noted that the manner in which findings were presented did not cover all relevant aspects.

Board Response to Resignation

The Board disputed Singh’s claim of tension, stating that allegations of differences between independent and executive directors are unfounded. It highlighted that since 2024, the Board has operated with unanimity in approving business strategy and governance decisions. The Board noted that minutes of all meetings reflect cohesion among members.

During this period, the company executed several strategic milestones, including:

• Divestment of the AdvantageGo business
• Exit from the data centre business
• Acquisition of Encora
• Execution of the Sabre contract
• Decision to exit the loss-making India Government business

The Board emphasized that there has been no change in strategic direction or priorities with the addition of new board members. It reiterated that the Board will continue to act in the best interest of all stakeholders with integrity and transparency.

Committee Reconstitution

With Singh’s exit, the Board reconstituted the NRC and Stakeholders’ Relationship Committee (SRC). Ms. Beth Boucher, a Non-Executive Independent Director, was designated as the Chairperson of the NRC.

Mr. Vivek Sharma will serve as interim Chair until January 31, 2027. He will lead a global search for additional independent directors and oversee the process of electing a new Chair, considering both existing and newly appointed directors.

Context on Board Dynamics

Singh’s resignation letter noted that his decision followed the recent resignation of Chairman OP Bhatt earlier in the week. Singh had accepted a five-year second term with the board in February 2026 after completing his first two-year term. Similarly, OP Bhatt had agreed to a five-year second term in July 2026 after completing his first three-year term.

The Board pointed out that the Board Evaluation Report recorded the highest possible score of 5 out of 5 for the performance of the Executive Director (CEO). This rating was given by four Independent Directors and one Executive Director, which the Board cited as evidence of alignment and confidence between independent and executive directors.

The Board Meeting that approved these changes commenced at 5:45 pm and concluded at 5:51 pm on September 11, 2026.

Coforge Limited accepted the resignation of its Chairperson and Independent Director, O P Bhatt, with immediate effect on September 9, 2026. The departure follows an internal audit review that identified concerns regarding the disclosure of material information in the Board Evaluation Report. The company clarified that the matter is unrelated to financials, financial reporting, operations, or business guidance.

The internal auditor reviewed the Board Evaluation Exercise for Q2 FY26 as part of its standard plan. The review highlighted that certain material information related to the report and the Chairman’s performance had not been fully disclosed to the Board when presented.

Internal Audit Concerns

The Board sought an explanation from Mr. Bhatt regarding these observations. While the Chairman stated he had acted in good faith, he tendered his resignation on September 8, 2026, while the Board was still evaluating his response. The company clarified that the resignation followed these specific concerns and the subsequent process to seek his explanation.

Mr. Bhatt confirmed in his resignation email that there were no other material reasons for his departure. He cited that continuing on the Board amid disagreements over his good faith actions in the evaluation process would not be conducive to effective functioning.

Interim Leadership Appointment

The Board designated Vivek Sharma, a Non-Executive Independent Director, as the interim Chairperson until January 31, 2027. Mr. Bhatt also ceases to be a member of all Company Committees with immediate effect.

Directorship Details

Mr. Bhatt holds directorships in other listed entities. His current roles include:

The disclosure was made under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The Board thanked Mr. Bhatt for his services during his tenure.