Coforge CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 27 Feb 2026, 36 fund houses

• Approval for grant of special rights and covenants pursuant to the SSPA

  36 for0 against

Mutual fund votes, meeting of 25 Jan 2026, 38 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Increase in authorised share capital and consequent alteration to the capital clause of the Memorandum of Association.

  38 for0 against
• Issuance of equity shares of the Company on a preferential basis pursuant to a share SWAP arrangement.

  ›Against Angel One Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual FundTransparency Concern: Non-disclosure of financials of the Target Entities; without such disclosure, it would not be feasible to determine the fairness of the Valuation Report / Swap Ratio.
  • Groww Mutual Fund, Navi Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundResolution is compliant with law. Transparency Concern: Non-disclosure of financials of the Target Entities; without such disclosure, it would not be feasible to determine the fairness of the Valuation Report / Swap Ratio.
  • ICICI Prudential Mutual FundTarget acquired at expensive valuation leading to significant dilution
  • Kotak Mahindra Mutual FundThe Company has relied on two Valuers to reach at a Share Swap Ratio for the underlying acquisition. While the Valuation Report has provided the workings based on Income (DCF) Approach and Comparable Companies Method, the said Report does not contain the financial details about the two Target Entities. The Company has not disclosed the same under the regulatory requirement as well. Instead, the concerned tab which required the history of last 3-years turnover contained information about the Target Companies business line and Registered Office. As for other publicly available documents, the financial information for the Target Companies were only available based on the future projections, and not historical information / records. Without such information, we would not be able to determine or assess the fairness of the transaction. Hence, we do not support the resolution.
  • Nippon India Mutual FundTransparency Concern: Non-disclosure of financials of the target entities, it is not feasible to determine the fairness of the Valuation Report / Swap Ratio.

  28 for9 against
• Approval for grant of special rights and Covenants pursuant to the SSPA and adoption of the amended and restated Articles of Association of the Company.

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, The Wealth Company Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundCompliant with law. Power vested on the incoming Investors to appoint Directors on the Committees (AC & NRC) is not a good practice – Committee positions should be determined considering the role of the Committee and the expertise of the Director, and not on the basis of any Special Right.
  • Angel One Mutual FundGovernance Concern: Power vested on the incoming investors to appoint Directors on the Committees (Audit Committee & Nomination & Remuneration Committee) is not a good practice – Committee positions should be determined considering the role of the Committee and the expertise of the Director, and not on the basis of any Special Right.
  • Bank of India Mutual Fund, Jio BlackRock Mutual FundCoforge will acquire 100% equity of Encora and the existing shareholders of Encora shall be granted Coforge’s equity shares, through a share-swap arrangement. The current shareholders of Encora will hold around 20% equity in Coforge upon completion of the transaction. Accordingly, a share purchase agreement (SPA) was executed between the company and the shareholders of Encora. The SPA provides Advent International (the majority shareholder) through its two holding companies, the special right to nominate two directors on the board which shall include the right to have a nominee director on each of the Audit Committee and Nomination and Remuneration Committee. Other amendments protect Coforge’s interest, as the shareholders of Encora are subject to lock-in restrictions on 50% of their shareholding until 30 June 2027, are prohibited from acquiring additional shares that would trigger an open-offer obligation and are restricted from transferring their shares to competitors or strategic investors. While we recognise that some of the proposed amendments protect Coforge’s interest, we raise concerns on the 5% threshold for board nomination rights and committee composition rights. We generally support board nomination rights for strategic investors, provided they meet a reasonable minimum shareholding threshold of 10%, which also aligns with the minimum shareholding required for other public shareholders to be able to propose a resolution. However, we do not support committee nomination rights, irrespective of an embedded minimum shareholding threshold, since the determination of committee composition is the board’s prerogative and must be decided independently by the board.
  • Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Power vested on the incoming Investors to appoint Directors on the Committees (AC & NRC) is not a good practice – Committee positions should be determined considering the role of the Committee and the expertise of the Director, and not on the basis of any Special Right.
  • HDFC Mutual FundAdvent International has requested special rights to nominate directors to the board; however, the minimum shareholding requirement proposed for these nominations is inadequate. Hence, we do not support this resolution
  • ICICI Prudential Mutual FundCommittee positions should not be based on any Special Right
  • Invesco Mutual FundCoforge will acquire 100% equity of Encora and the existing shareholders of Encora shall be granted Coforge’s equity shares, through a share-swap arrangement. The current shareholders of Encora will hold around 20% equity in Coforge upon completion of the transaction. Accordingly, a share purchase agreement (SPA) was executed between the company and the shareholders of Encora. The SPA provides Advent International (the majority shareholder) through its two holding companies, the special right to nominate two directors on the board which shall include the right to have a nominee director on each of the Audit Committee and Nomination and Remuneration Committee. Other amendments protect Coforge’s interest, as the shareholders of Encora are subject to lock-in restrictions on 50% of their shareholding until 30 June 2027, are prohibited from acquiring additional shares that would trigger an open-offer obligation and are restricted from transferring their shares to competitors or strategic investors. While we recognise that some of the proposed amendments protect Coforge’s interest, we raise concerns on the 5% threshold for board nomination rights and committee composition rights. We generally support board nomination rights for strategic investors, provided they meet a reasonable minimum shareholding threshold of 10%, which also aligns with the minimum shareholding required for other public shareholders to be able to propose a resolution. However, we do not support committee nomination rights, irrespective of an embedded minimum shareholding threshold, since the determination of committee composition is the board’s prerogative and must be decided independently by the board. This is in line with our ESG framework.
  • Kotak Mahindra Mutual FundA share purchase agreement (SPA) was executed between the company and the shareholders of Encora. The SPA provides Advent International, through its two holding companies, the special right to nominate two directors on the board which shall include the right to have a nominee director on each of the Audit Committee and Nomination and Remuneration Committee. Committee Members should be appointed considering the committee responsibilities and the expertise and skills of the Director, and not on the basis of any Special Rights. If the company will appoint their people on the Audit and NRC committee, then the committees would not be independent and it may impact the decision making capabilities of the committee. We have governance concern with the resolution. Hence, we do not support it.
  • LIC Mutual FundGovernance Concern: Power vested on the incoming Investors to appoint Directors on the Committees (AC & NRC) is not a good practice Committee positions should be determined considering the role of the Committee and the expertise of the Director, and not on the basis of any Special Right.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Excessive power vested on the incoming Investors to appoint Directors on the Committees.
  • Quantum Mutual FundThe share purchase agreement provides for nomination rights to the management of Encora viz Advent international at the threshold of 5% shareholding in the company. The nomination rights include committee representation in Audit and NRC. We are of the view that the proposed nomination rights will dilute the independence in Audit and NRC committee. We support 100% independence in Audit and NRC committees which will be vitiated by the nomination rights. Therefore, we do not favor the resolution.
  • SBI Mutual FundCoforge will acquire 100% equity of Encora and the existing shareholders of Encora shall be granted Coforge’s equity shares, through a share-swap arrangement. The current shareholders of Encora will hold around 20% equity in Coforge upon completion of the transaction. Accordingly, a share purchase agreement (SPA) was executed between the company and the shareholders of Encora. The SPA provides Advent International (the majority shareholder) through its two holding companies, the special right to nominate two directors on the board which shall include the right to have a nominee director on each of the Audit Committee and Nomination and Remuneration Committee. Other amendments protect Coforge’s interest, as the shareholders of Encora are subject to lock-in restrictions on 50% of their shareholding until 30 June 2027, are prohibited from acquiring additional shares that would trigger an open-offer obligation and are restricted from transferring their shares to competitors or strategic investors. While we recognise that some of the proposed amendments protect Coforge’s interest, we raise concerns on the 5% threshold for board nomination rights and committee composition rights. We generally support board nomination rights for strategic investors, provided they meet a reasonable minimum shareholding threshold of 10%, which also aligns with the minimum shareholding required for other public shareholders to be able to propose a resolution. However, we do not support committee nomination rights, irrespective of an embedded minimum shareholding threshold, since the determination of committee composition is the board’s prerogative and must be decided independently by the board. Hence, we do not support the resolution.
  • UTI Mutual FundWhile we recognise that some of the proposed amendments protect Coforge’s interest, we raise concerns on the 5% threshold for board nomination rights. Further, we do not support committee nomination rights, irrespective of an embedded minimum shareholding threshold, since the determination of committee composition is the board’s prerogative and must be decided independently by the board.

  18 for19 against
• Enhancement of the existing investment limits under Section 186 of the Companies Act, 2013.

  ›Against Angel One Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance and Transparency Concern: Inadequate Disclosures with regards to the Underlying Transaction - the Company should explain as to why the proposed valuation is fair and reasonable, as the same cannot be determined by the shareholders due to the absence of financial information of the Target Entities.
  • Groww Mutual Fund, Navi Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. Governance and Transparency Concern: Inadequate Disclosures w.r.t. the Underlying Transaction - the Company should explain as to why the proposed valuation is fair and reasonable, as the same cannot be determined by the shareholders due to the absence of financial information of the Target Entities.
  • ICICI Prudential Mutual FundTarget acquired at expensive valuation leading to significant dilution
  • Kotak Mahindra Mutual FundThe Company has not given the explanation that why the proposed valuation is fair and reasonable, as the same cannot be determined by the shareholders due to the absence of financial information of the Target Entities. The Explanatory Statement only states that the Company shall make investments in Encora by way of Share-Swap Method in light of a Shareholders Agreement. In the absence of material information (financial statements) which could help shareholders assess the fairness of the Valuation for the Underlying Transaction, we do not favour the resolution.
  • LIC Mutual FundGovernance and Transparency Concern: Inadequate Disclosures w.r.t. the Underlying Transaction - the Company should explain as to why the proposed valuation is fair and reasonable, as the same cannot be determined by the shareholders due to the absence of financial information of the Target Entities.
  • Nippon India Mutual FundGovernance & Transparency Concern: Inadequate Disclosures w.r.t. the underlying transaction. Unreasonable proposed valuation in the absence of financial information of the target entities.

  28 for9 against
• To raise capital by way of a qualified institutions placement or any permitted means to eligible investors through an issuance of equity shares and/or other eligible securities.

  ›Against Angel One Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Inadequate disclosures with regards to the particulars of the Loan to be availed by Coforge UK (and / or its own Subsidiaries) – Since the onus of the Loan is falling on the shareholders, the Company should provide adequate details to enable shareholders take informed decision in the matter. Significant dilution; No justification / reason has been provided for not opting Rights Issue to raise funds to bridge the loan – Rights Issue will protect the otherwise significant (potential) dilution from arising.
  • Groww Mutual Fund, Navi Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Inadequate disclosures w.r.t. the particulars of the Loan to be availed by Coforge UK (and / or its own Subsidiaries) – Since the onus of the Loan is falling on the shareholders, the Company should provide adequate details to enable shareholders take informed decision in the matter. Significant dilution; No justification / reason has been provided for not opting Rights Issue to raise funds to bridge the loan – Rights Issue will protect the otherwise significant (potential) dilution from arising.
  • ICICI Prudential Mutual FundTarget acquired at expensive valuation leading to significant dilution
  • Kotak Mahindra Mutual FundThe Company is willing to raise US $ 550 Million to pay off such debts raised by its Subsidiaries, thereby indicating that the risk shall ultimately be borne by the Company s shareholders. It also means that the QIP shall be made to pay off the Subsidiary Entity s debts, not for expansion and R&D. Company has not provided specific details in the matter, so as to enable the shareholders to take informed decision in the matter. Further, combining this with the fact that there may be significant dilution from the Issue. In the absence of adequate information in this regard, and the amount concerned being significant in nature, transparency is the concern in this matter. Hence, we do not support the resolution.
  • LIC Mutual FundGovernance Concern: Inadequate disclosures w.r.t. the particulars of the Loan to be availed by Coforge UK (and / or its own Subsidiaries) Since the onus of the Loan is falling on the shareholders, the Company should provide adequate details to enable shareholders take informed decision in the matter. Significant dilution; No justification / reason has been provided for not opting Rights Issue to raise funds to bridge the loan Rights Issue will protect the otherwise significant (potential) dilution from arising.
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosures w.r.t. the particulars of the Loan to be availed by the company

  28 for9 against

Mutual fund votes, meeting of 6 Dec 2025, 38 fund houses

• To consider and if thought fit, approving, with or without modification, the proposed Scheme of amalgamation between Transferor Company and Coforge Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme").MoreLess

  38 for0 against

Mutual fund votes, meeting of 2 Nov 2025, 39 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To approve the re-appointment of Mr. D K Singh (DIN: 10485073), as an Independent Director of the Company

  38 for0 against
• To approve the appointment of Mr. John Speight (DIN: 09160041), as an Executive Director of the Company

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Taurus Mutual Fund, Unifi Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual Fund, Taurus Mutual Fund, Unifi Mutual FundJohn Speight, 59, is the Business Head for UK and Europe Geo leading all business operations in the region. He is being appointed as Executive Director from 10 October 2025. He is based in London, and he joined Coforge in July 2018. He has over 40 years of experience in the IT industry, having worked with both client and services firms. We recognize John Speight’s remuneration largely comprises performance-based stock options aggregating Rs. 407.5 mn (as per our calculations) and more than 85% of his remuneration is variable pay at maximum payout. However, we raise concern that his remuneration is high in absolute amounts, and it is unclear how the company has benchmarked his remuneration. Given the quantum of remuneration, the board must provide greater clarity with respect to remuneration benchmarking. While we recognize the company’s strong financial performance, considering stock options grants in FY25, executive remuneration aggregated 19.8% of FY25 PBT, which is high. Since John Speight will be replacing Gautam Samanta (ED upto 10 October 2025) on the board, we believe executive remuneration will remain at similar levels in FY26. The company must consider disclosing granular performance metrics that determine variable pay. We do not support the resolution.
  • Bank of India Mutual FundJohn Speight, 59, is the Business Head for UK and Europe Geo leading all business operations in the region. He is being appointed as Executive Director from 10 October 2025. He is based in London, and he joined Coforge in July 2018. He has over 40 years of experience in the IT industry, having worked with both client and services firms.We recognize John Speight’s remuneration largely comprises performance-based stock options aggregating Rs. 407.5 mn (as per our calculations) and more than 85% of his remuneration is variable pay at maximum payout. However, we raise concern that his remuneration is high in absolute amounts, and it is unclear how the company has benchmarked his remuneration. Given the quantum of remuneration, the board must provide greater clarity with respect to remuneration benchmarking. While we recognize the company’s strong financial performance, considering stock options grants in FY25, executive remuneration aggregated 19.8% of FY25 PBT, which is high. Since John Speight will be replacing Gautam Samanta (ED upto 10 October 2025) on the board, we believe executive remuneration will remain at similar levels in FY26. The company must consider disclosing granular performance metrics that determine variable pay. We do not support the resolution.
  • Invesco Mutual FundJohn Speight, 59, is the Business Head for UK and Europe Geo leading all business operations in the region. He is being appointed as Executive Director from 10 October 2025. He is based in London, and he joined Coforge in July 2018. He has over 40 years of experience in the IT industry, having worked with both client and services firms. We recognize John Speight’s remuneration largely comprises performance-based stock options aggregating Rs. 407.5 mn (as per our calculations) and more than 85% of his remuneration is variable pay at maximum payout. However, we raise concern that his remuneration is high in absolute amounts, and it is unclear how the company has benchmarked his remuneration. Given the quantum of remuneration, the board must provide greater clarity with respect to remuneration benchmarking. While we recognize the company’s strong financial performance, considering stock options grants in FY25, executive remuneration aggregated 19.8% of FY25 PBT, which is high. Since John Speight will be replacing Gautam Samanta (ED upto 10 October 2025) on the board, we believe executive remuneration will remain at similar levels in FY26. The company must consider disclosing granular performance metrics that determine variable pay. We do not support the resolution. This is in line with our ESG framework.

  33 for6 against

Mutual fund votes, meeting of 26 Sep 2025, 38 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt: (a) the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 including Balance Sheet as at March 31, 2025, the Statement of Profit and Loss for the year ended on that date, together with the Reports of the Board of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025 including Balance Sheet as at March 31, 2025, the Statement of Profit and Loss for the year ended on that date, together with Report of the Auditors thereon;MoreLess

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundNon-disclosure of financial statements of all Subsidiary Companies.
  • Baroda BNP Paribas Mutual FundNon-Compliant with Companies Act, 2013 & SEBI LODR Regulations: Non-disclosure of financial statements of all Subsidiary Companies for FY 2024-25.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundUnqualified financial statements. Compliant with Indian Accounting Standards. Non-Compliant with Companies Act, 2013 & SEBI LODR Regulations: Non-disclosure of financial statements of all Subsidiary Companies for FY 2024-25.

  30 for5 against
• To confirm Interim Dividend aggregating to INR 76 per equity share of the face value of INR 10 each for the Financial Year 2024-25.

  37 for0 against
• To appoint a Director in place of Mr. Gautam Samanta (DIN:09157177) who retires by rotation and being eligible, offers himself for re-appointment.

  38 for0 against
• To approve the appointment of M/s Parikh & Associates, as secretarial auditors of the Company.

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundPrevious auditors’ remuneration not available; it cannot be ascertained as to whether there is any material change in the proposed Audit fee.
  • Baroda BNP Paribas Mutual FundTransparency Concern: Previous auditors’ remuneration not available; it cannot be ascertained as to whether there is any material change in the proposed Audit fee.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern on the merits of proposed Auditors. Transparency Concern: Previous auditors’ remuneration not available; it cannot be ascertained as to whether there is any material change in the proposed Audit fee.

  32 for6 against

Mutual fund votes, meeting of 17 Apr 2025, 36 fund houses

• To consider and approve the sub-division/ split of equity shares and consequent alteration of the Capital Clause of the Memorandum of Association of the Company

  36 for0 against