Coforge after OP Bhatt: Advent’s growing influence puts board dynamics under spotlight

The abrupt exit of OP Bhatt as Chairman of Coforge has brought an old question in the company’s post-Encora structure into sharper focus ie, how much influence does Advent International now wield over the IT services company?

Bhatt resigned from Coforge’s board with immediate effect on September 8, after an internal audit flagged concerns around the manner in which the company’s Board Evaluation Exercise and the resulting Board Evaluation Report were handled and presented. The audit found that certain material information relating to the report and Bhatt’s own performance as chairman had not been fully disclosed to the board when the report was presented. Bhatt subsequently provided an explanation, but resigned before the board completed its review.

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On the face of it, the issue is about board processes. But the timing has raised questions about whether the audit findings were merely the immediate trigger for an exit that followed deeper differences between Bhatt and Advent International, Coforge’s largest shareholder.

A key event came just weeks earlier. At Coforge’s August 24 annual general meeting, shareholders voted on Bhatt’s continuation as a director from May 2027. The resolution required 75% approval but received only around 65%. Advent voted against it. Bhatt’s existing tenure was not cut short by that vote; the proposal related to his continuation after his current term.

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“From these developments, it appears that Advent’s vote played a significant role in the outcome, the voting outcome does suggest that there may have been some differences in the boardroom,” said Shriram Subramanian, founder and managing director of InGovern Research Services.

The backdrop to the shareholder vote is important. Advent’s influence at Coforge has increased significantly following the company’s $2.35-billion acquisition of Encora. The transaction was an all-stock deal, with Encora’s sellers, including Advent and Warburg Pincus, receiving shares representing about 20% of Coforge’s expanded share capital. The acquisition closed in April, with Coforge saying consolidation of Encora’s financials would begin from May 1, 2026.

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Coforge had also said following the transaction that two leaders from Advent were expected to join its board.
That makes the change in board dynamics particularly significant. Advent is no longer simply a private-equity investor exiting an asset; following the Encora deal, it has become a sizeable shareholder in the listed entity, with board representation and a direct interest in Coforge’s future growth.

The Bhatt episode therefore raises a broader question that does the departure of an independent chairman mark a shift towards greater shareholder influence over the board?

Subramanian, however, does not see the episode as an immediate concern for investors.

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“I don’t think investors need to be particularly worried about this. To some extent, it is positive that the differences in the boardroom are not being allowed to linger. Had he chosen to stay and the differences continued, it could potentially have led to a divided board. At least now, there is greater clarity on the board’s direction, and there is likely to be more unanimity in boardroom discussions,” he said.

For Coforge, the bigger test now will be whether the boardroom transition remains contained and management can stay focused on integrating Encora. Brokerages have so far largely separated the governance episode from Coforge’s operating story. CLSA and Nuvama have retained positive views, pointing to Encora synergies, growth and management execution.