NSEChange in Director(s)11 Sept 2026 · 11 Sept 2026, 07:46 pm
Change in Director(s)
Coforge Limited · COFORGE
✦ AI SummaryMgmt Change
Coforge Limited has informed the Exchange regarding Change in Director(s) of the company. Mr. DK Singh, Non-Executive Independent Director and Chairperson of the NRC, has resigned with immediate effect. Mr. Vivek Sharma will lead a global search for adding additional independent directors to the board.
Analysis Scores
Earnings Impact2/10
Growth Catalyst3/10
Governance Concern6/10
Regulatory Risk1/10
Balance Sheet Risk1/10
Liquidity Impact8/10
Market Sentiment5/10
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Coforge Limited has informed the Exchange regarding Change in Director(s) of the company.
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COFORGE_11092026194601_SE_Intimation_of_resignation_II_DK_Singh.pdf
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September 11, 2026
The Manager, The General Manager,
Department of Corporate Services Department of Corporate Services
BSE Limited The National Stock Exchange of India Limited
Floor 25, P.J. Towers, Exchange Plaza,
Dalal Street, Mumbai – 400 001 Plot No. C/1, G Block, Bandra Kurla Complex,
BSE Scrip code: 532541 Bandra, Mumbai – 400 051
Equity ISIN: INE591G01025 NSE Symbol: COFORGE
Dear Sir/Madam,
Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015, as amended ("SEBI Listing Regulations")
– Outcome of the meeting, Resignation of Independent Director and Reconstitution of Committees
Pursuant to Regulation 30 and other applicable provisions of the SEBI Listing Regulations, it is hereby
informed that the members of the Board of the Company have noted the resignation of Non-Executive
Independent Director and Chairperson of the NRC, Mr. DK Singh (DIN: 10485073) with immediate effect.
Accordingly, he also ceases to be member of the Committees of the Company with immediate effect. There is
no other material reason for his resignation other than the reason stated in his resignation email dated September
10, 2026. He is not a director on the board of any other listed entity and accordingly does not hold membership
of any board committee of a listed entity.
As interim Chair till January 31, 2027, Mr. Vivek Sharma will lead a global search for adding additional
independent directors to the board. He will also oversee the process of electing the new Chair, which will
consider both existing and newly appointed directors. Mr. Sharma’s global governance experience with listed
companies is expected to assist the Board in this process.
Further, the Board has reconstituted Nomination and Remuneration Committee (NRC) and Stakeholders’
Relationship Committee (SRC) and has designated Ms. Beth Boucher, Non-Executive Independent Director,
as the Chairperson of the NRC. The detailed constitution is provided on the website of the Company.
The additional details are enclosed as Annexure A. The email of his resignation as received by the members of
the Board is enclosed as Annexure B to this letter.
The Board Meeting commenced at 05:45 PM IST and concluded at 05:51 PM IST on September 11, 2026.
This is for the information of the Exchanges and the members.
Thanking You,
Yours Faithfully,
For Coforge Limited
Barkha Sharma
Company Secretary & Compliance Officer
Encl.: As above
Coforge Limited Registered office: www.coforge.com
Special Economic Zone, Plot No. TZ-2& 2A Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Secretarial@coforge.com
Sector - Tech Zone, Greater Noida (UP) - 201308, India Palam Road, Gurugram - 122015, Haryana, India
T: +91 120 4592300 | F: +91 120 4592 301 T: 0124-4627837 CIN: L72100HR1992PLC128382
Annexure A
The Company wishes to reiterate the following information, along with the attached letter of resignation from Mr DK Singh,
as an Independent Director and NRC Chair, from the Board.
1. As part of the Internal Audit plan for the current financial year ending on 31st March, 2027, the Company's internal auditor
reviewed the process followed in relation to the Board Evaluation Exercise in July-September 2026 quarter. The internal
auditor reviewed the video recordings of the relevant NRC and Board meetings, the Board Evaluation Reports which was
sourced on their behalf from the survey agency and the Minutes of the relevant Board and NRC Meetings to arrive at their
observations.
2. The internal auditor made the observations that the relevant Reports were available to the NRC Chair and the Chairman of
the Board alone but, departing from past practice, were not made available to other members of the Board, including the
independent directors. They observed that the manner in which the evaluation findings were presented (without sharing copies
of the report), by the Chairman of the Board and the NRC Chair, did not cover all relevant aspects and findings. In particular,
while the Chairman’s performance category received the lowest rating in the Reports, this finding was not disclosed or
discussed before the NRC or the Board by the NRC Chair and the Chairman of the Board.
3. Given that the Reports were available with the Chairman of the Board and the NRC Chair, basis these observations, the
Members of the Board including the Independent Directors, sought explanations from (only) two directors- the Chairman of
the Board and the NRC Chair.
4. With regard to the contents of Mr. D K Singh’s letter, the Board wishes to state the following:
a. 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.
b. Since 2024, while transitioning from being a private-equity Board to a Board with no promoter, the Board has worked in
close cooperation, with all business strategy and governance decisions being approved unanimously. The minutes of all Board
meetings reflect such cohesion and unanimity amongst the Board members. During this period the firm has registered very
significant growth despite headwinds that the industry has faced and has created significant shareholder value. The Board,
including all the independent directors, have worked constructively to enable the Company to take key decisions
expeditiously.
c. Consequently, during the tenure of the Board, the Company achieved significant milestones including the divestment of the
AdvantageGo business, the exit from the data centre business, the acquisition of Encora, the execution of the Sabre contract
and the decision to exit the loss-making India Government business.
d. It is reiterated that with the recent addition of board members coming in, there has not been any change in direction and
priorities in terms of strategy and the Board will continue to act in the best interest of all stakeholders with integrity and
transparency.
e. It is relevant to note that, prior to the internal audit observations being raised, Mr DK Singh had accepted a five-year second
term with the board starting in February 2026 after completion of his first term of two years. Similarly, Mr. OP Bhatt had
also agreed to accept a five year second term in July 2026 with the Board, after completion of his first term of three years.
f. Further, the Board Evaluation Report recorded the highest possible score of 5 out of 5 for the performance of the Executive
Director (CEO), with the rating being given by four Independent Directors and one Executive Director. These facts
demonstrate that there has been a high degree of alignment and confidence between the Independent Directors and Executive
Directors.
5. The Board considers it important to clarify that the NRC Chair’s resignation followed the concerns identified in the internal
audit review and the subsequent process undertaken by the Board to seek and consider his explanation in relation to those
concerns from both the Chairman of the Board and the NRC Chair. As stated, an explanation has been sought only from the
Chairman of the Board and NRC Chair. The internal audit / governance review, and the observations referred to above should
be viewed in that context. It is apparent that the NRC Chair has resigned as a consequence of these events.
Coforge Limited Registered office: www.coforge.com
Special Economic Zone, Plot No. TZ-2& 2A Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Secretarial@coforge.com
Sector - Tech Zone, Greater Noida (UP) - 201308, India Palam Road, Gurugram - 122015, Haryana, India
T: +91 120 4592300 | F: +91 120 4592 301 T: 0124-4627837 CIN: L72100HR1992PLC128382
Annexure B
Email received from Mr. D K Singh on September 10, 2026:
Dear Board Members,
After careful consideration, I have decided to resign from the Board of Directors of Coforge Ltd. , effective
immediately.
Th
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