Coforge engages Egon Zehnder to recruit two independent directors

IT services firm Coforge Ltd has engaged global executive search firm Egon Zehnder to recruit two additional independent directors, interim Chairperson Vivek Sharma said on an investor call on Monday, days after its Chairman and Nomination and Remuneration Committee head quit after an internal audit finding.

Sharma told investors that the company had already seen significant interest from candidates in India and abroad.

Earlier this week, Coforge’s non-executive independent director and Nomination and Remuneration Committee Chairperson DK Singh resigned, alleging "differences and tension" between independent and executive directors.

The IT services firm, however, refuted Singh's claims as "unfounded" and an "afterthought", saying his resignation followed an internal audit review that flagged governance lapses in how he and former Chairman OP Bhatt handled a board evaluation exercise.

The development came just days after Bhatt abruptly stepped down following the internal audit's findings that he and Singh withheld crucial board evaluation reports, including the lowest rating assigned to the Chairman's category from other board members.

Audit Committee chairperson Anil Chanana said he had intervened to widen the scope of the company's FY27 governance audit after auditors initially proposed reviewing only the whistleblower mechanism and insider trading.

"It covered the completeness, accuracy and consistency of matters reported to the board and its committees across regulatory, financial, strategic, risk, ESG, BRSR, CSR, investor grievances, whistleblower and internal control areas," he said.

Given the sensitivity and seriousness of the matter, Chanana said the board sought an explanation from the two directors who have since resigned.

He added that these matters have nothing to do with and have no impact on the company’s operations and/or its financials.

Coforge Chief Financial Officer Saurabh Goel said the current quarter was on track to be the one in which Coforge signs the highest number of large deals in its history and that FY27 guidance -- a consolidated EBITDA margin of 20.5-21 per cent and free cash flow conversion above 100 per cent of profit after tax -- stood unchanged.

"The four-year guidance of close to USD 5 billion (in revenue) remains intact. There is no impact on, no change to the outlook that we have set so far. The management team remains fully focused on execution, with no disruption to our business or client engagements," he said.