An Advent vote ends O.P. Bhatt's term as Coforge chairman
India's fastest-growing IT services firm lost its chairman after its largest shareholder voted against him three weeks after a committee including its own nominee had backed him.
O.P. Bhatt has resigned as chairman of Coforge after the company's largest shareholder, the private equity firm Advent International, voted against extending his term — three weeks after a board committee including Advent's own nominee had signed off on that extension.
The reversal denied the former State Bank of India chairman the 75% shareholder support a special resolution requires. It is a rare case in India's $315bn IT outsourcing industry of a minority investor using its votes to block a chairman's reappointment, and the market treated it as a governance event: Coforge shares fell 5.3% when the resignation was disclosed on Wednesday.
How the vote failed
The arithmetic is unusually clear, because the opposition came from one identifiable place.
Public investors — mutual funds, insurers and foreign asset managers — own 68.2% of Coforge, with domestic mutual funds alone holding 30%. Advent and a small number of other corporate bodies hold the remaining 31.8%. The company has no promoter, which means no controlling family or founder to settle a boardroom disagreement privately.
When the resolution went to a vote on 23 August, around 88% of public investors participated and nearly 90% of them backed Bhatt, including Norway's Norges Bank Investment Management, Nordea Asset Management and most domestic funds. Advent was the only large non-institutional holder to vote against. That was enough: total support came to 65%, short of the 75% threshold.
Advent, which owns 21.18% of the company — about 93.8 million shares — and other public investors backed four other resolutions on the same day, including the reappointment of the chief executive, Sudhir Singh. The objection was to the chairman specifically.
Three weeks earlier
What makes the vote striking is the sequence. On 27 July, the company's nomination and remuneration committee — which includes Advent's representative — reappointed Bhatt for a further five-year term, according to Coforge's annual report. Advent then voted the other way in August.
Bhatt, who chaired State Bank of India until 2011 and has sat on the boards of Tata Consultancy Services, Tata Motors Passenger Vehicles and Tata Steel, became Coforge chairman on 29 June 2024. Because he turned 75 on 7 March 2026, listed-company rules required a shareholder vote for him to continue; the company sought a term running from 1 May to 30 April 2032.
In his resignation email, dated 8 September, Bhatt said staying was untenable while the disagreement stood.
Staying on "while there remains a disagreement" over what he called his good faith actions in the board evaluation process "would not be conducive to the effective functioning of the board", he wrote.
The board has appointed Vivek Sharma, a non-executive independent director, as interim chairman until 1 January 2027. Sharma is a senior advisor to Advent.
The board evaluation report
Coforge disclosed a second element in the same stock-exchange filing: findings by its internal auditor.
As part of the internal audit plan for the second quarter of FY26, the auditor reviewed the process followed in the board evaluation exercise conducted under the chairman's guidance, and the resulting board evaluation report — an internal assessment of how the board and its directors are performing.
The review identified, in the company's words, "certain concerns in relation to the manner in which the BER had been dealt with and presented to the board", including that certain material information relating to the report and to the chairman's performance had not been fully disclosed to the board when it was presented.
The company has not said what that information was. Mint reported that it could not independently establish either the concerns or the undisclosed material, and that emails to Advent and Coforge, and messages to Bhatt and to Advent's managing partner Shweta Jalan, went unanswered.
Some in the governance community read the framing itself as significant.
"This is a rare instance and underlines a point of disagreement between O.P. Bhatt and the largest shareholder, Advent, that was brought to the fore," said Shriram Subramanian, founder of the Bengaluru proxy advisory firm InGovern Research Services. The company, he added, appeared to have "couched it as a matter of board evaluation, rather than disagreements in strategies or policies".
How Advent got here
Advent's stake is a by-product of the largest acquisition an Indian IT services company has made. At the end of December, Coforge agreed to buy Encora, a US data analytics and digital engineering firm, for $2.39bn, paying Encora's majority owner — Advent — in shares. Advent became Coforge's largest shareholder in April, taking roughly 21%.
Jalan and another executive, Atin Jain, joined the Coforge board on 23 April once the Encora deal closed, with Jalan going onto the nomination and remuneration committee and Jain onto the audit committee.
This is also the second time this year that a Coforge resolution has run into shareholder opposition. In January, public shareholders rejected a proposal giving Advent the right to nominate members to the audit, nomination and remuneration committees, forcing the company to withdraw those privileges.
Coforge is not a company in trouble. It closed last year with $1.87bn in revenue and growth of 29.2%, the fastest among two dozen listed Indian IT firms. What it has instead is an ownership structure with no promoter, a large shareholder that arrived through an acquisition it was paid for in stock, and a boardroom disagreement that has now been settled by a vote rather than in private.
