DCB Bank Limited has secured regulatory approval from the Reserve Bank of India for amendments to its Articles of Association, specifically addressing the governance framework for whole-time directors. The approval, granted on March 16, 2026, follows the bank's earlier intimation to stock exchanges in October 2025.

Key Amendment Details

The amendment focuses on Article 140B, which governs the special position of whole-time directors within the bank's organizational structure. The revision introduces greater flexibility in the tenure management of these key executive positions.

Comparative Analysis of Changes

The amendment brings a significant shift in how whole-time directors' tenure is managed within the bank's governance framework.

Regulatory Compliance

The bank had initially communicated its intention to amend the Articles of Association through reference number CO:CS:RC:2025-26:206 dated October 17, 2025. The RBI's approval demonstrates the bank's commitment to maintaining regulatory compliance while enhancing its corporate governance structure.

Governance Implications

The revised Article 140B provides the Board of Directors with enhanced authority to determine the tenure arrangements for whole-time directors. This change allows for more flexible succession planning while maintaining the provision that whole-time directors automatically cease their executive roles upon losing their directorship status.

The amendment reflects evolving corporate governance practices in the banking sector, where boards seek greater flexibility in managing executive tenure while ensuring continuity in leadership roles. The requirement for board approval ensures that any decisions regarding retirement by rotation are made through proper governance channels.

DCB Bank Limited announced significant board changes following its meeting held on March 09, 2026, with the appointment of a seasoned banking professional to strengthen its leadership structure.

Board Appointment Details

The bank's Board of Directors, acting on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Pushan Mahapatra as an Additional and Non-Executive Independent Director. The appointment carries specific terms and regulatory requirements:

Chairman Recommendation

In addition to the directorship appointment, the board recommended Mr. Mahapatra's candidature for the position of Non-Executive Part Time Chairman. This recommendation requires approval from the Reserve Bank of India, and the bank will make the necessary application to RBI for this approval.

Professional Background

Mr. Mahapatra brings extensive banking expertise to DCB Bank's leadership team. His professional credentials include:

• Total Experience: Over 40 years in banking sector
• SBI Group Tenure: 35 years in various senior leadership positions
• International Experience: Over 4 years at SBI's Hong Kong Branch as Vice President (Systems & Internal Audit)
• CEO Experience: Nearly 5 years as MD&CEO of SBI General Insurance Co. Ltd.
• Current Roles: Non-Executive Director with Zurich Kotak General Insurance Co. (India) Ltd since June 2024, and Independent Director on Angel One Trustee Limited

During his tenure at SBI General Insurance, Mr. Mahapatra successfully scaled the company's performance, establishing it as one of the leading private sector general insurance players in India. His expertise spans multiple banking domains including retail banking, corporate banking, technology, compliance, and audit functions.

Regulatory Compliance

The bank confirmed that Mr. Mahapatra meets all regulatory requirements for the appointment. He is not debarred from holding directorship by any SEBI order or other regulatory authority, and maintains no relationships with existing directors of the bank. The appointment follows all applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Next Steps

DCB Bank will seek shareholder approval for Mr. Mahapatra's directorship appointment within the prescribed timeframe as mandated by regulatory requirements. Simultaneously, the bank will proceed with the RBI application process for the chairman position recommendation.