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Coforge Board Defends Leadership Exits as Brokerages See Limited Impact
Two senior Coforge directors left after an internal audit found problems in how performance scores were shared.
The audit said the former chairman received the lowest score, but the full board did not see that information.
Coforge’s remaining directors said they asked for explanations before the resignations happened.
The company said its business, finances and strategy were not affected.
It also said the board had no continuing disagreement.
A new search has begun for two independent directors.
Jefferies said the issue looked more like a conduct matter than a serious business problem.
Nuvama also said Coforge’s financial outlook remained intact and kept it as a top pick.
Coforge repeated its target of a 20.5–21% EBITDA margin for FY27.
Coforge said two directors resigned after a KPMG audit found discrepancies in the reporting of board evaluation scores.
The company said the departures had no impact on operations, financial reporting, strategy or its financial outlook.
The audit found that former chairman OP Bhatt’s lowest evaluation rating was not shared with the full board.
Jefferies and Nuvama said the episode appeared contained and maintained positive views on Coforge’s growth prospects.
Coforge reaffirmed its FY27 guidance, including a consolidated EBITDA margin target of 20.5–21%.
- Who
- Coforge’s remaining board members, former chairman OP Bhatt, former Nomination and Remuneration Committee chair DK Singh, company management, Jefferies and Nuvama.
- What
- Coforge addressed the resignations of two directors after a KPMG audit found discrepancies in the reporting of board evaluation scores.
- Where
- The matter concerns Coforge, headquartered in Greater Noida, India, and its listed operations in India.
- When
- The resignations occurred in September; the company said the internal audit began in August, and Coforge’s share price fell 3.91% in intraday trading on September 15.
- Why
- The departures followed questions about why the former chairman’s evaluation results were not shared with the full board.
Company and supportive brokerages
Governance and market concerns
Nature of the issue
Company and supportive brokerages
Coforge and Jefferies characterized the matter as a conduct or process issue involving departing directors rather than a threat to business performance.
Governance and market concerns
The audit found that the former chairman’s lowest evaluation rating was not disclosed to the full board, raising concerns about the board’s evaluation and oversight process.
Effect on the business
Company and supportive brokerages
Coforge, Jefferies and Nuvama said operations, financial reporting, strategy and FY27 guidance were unaffected.
Governance and market concerns
The resignations and the company’s share-price pressure could prompt investors to question governance, even though the articles do not identify an operational or financial impact.
Board unity
Company and supportive brokerages
The company said claims of tension between independent and executive directors were unfounded and that major decisions were taken unanimously.
Governance and market concerns
DK Singh said in his resignation letter that the circumstances could make it difficult for him to exercise the independent judgment needed to protect shareholders’ interests.
Key facts
- Audit firm
- KPMG conducted an internal audit that began in August.
- Former chairman
- OP Bhatt resigned one day before DK Singh stepped down as Nomination and Remuneration Committee chair.
- Board response
- Coforge said the resignations followed requests for explanations after the audit findings.
- FY27 EBITDA guidance
- The company maintained its consolidated EBITDA margin target of 20.5–21%.
- Brokerage view
- Jefferies retained a Buy rating and a Rs 2,040 price target.
- Nuvama view
- Nuvama said it saw no impact on financial reporting or operations and continued to rank Coforge as its top IT-services pick.
- Share-price move
- Coforge shares declined 3.91% in intraday trading on September 15.
Sources
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