Fino Payments Bank Limited has initiated a postal ballot process to seek shareholder approval for critical governance matters related to its Managing Director and Chief Executive Officer, Rishi Gupta. The bank has issued a comprehensive notice dated January 29, 2026, outlining two key resolutions that require member approval through remote electronic voting.

Key Resolutions for Shareholder Approval

The postal ballot encompasses two significant resolutions that will shape the bank's leadership structure:

Executive Compensation Structure for FY 2024-25

The first resolution seeks approval for Mr. Rishi Gupta's comprehensive remuneration package for FY 2024-25, which has already received Reserve Bank of India approval. The compensation structure demonstrates a balanced approach between fixed and performance-based components:

The RBI approved the fixed remuneration of ₹2.44 crore through its letter dated November 26, 2024, and subsequently approved the performance bonus of ₹3.26 crore via letter dated December 10, 2025. The compensation structure includes malus and clawback clauses in accordance with RBI guidelines and the bank's compensation policy.

Leadership Continuity and Re-appointment

The second resolution addresses leadership continuity by proposing Mr. Gupta's re-appointment for a three-year term. His current tenure as MD & CEO expires on May 01, 2026, having been approved by shareholders at the 6th Annual General Meeting in September 2022. The RBI has already granted approval for his re-appointment through its letter dated January 27, 2026.

E-voting Process and Timeline

The bank has established a comprehensive electronic voting framework to facilitate shareholder participation:

Shareholders whose names appear in the Register of Members or Register of Beneficial Owners as on the cut-off date will be eligible to participate in the voting process. The bank is sending the postal ballot notice electronically to members whose email addresses are registered with depositories or the registrar.

Executive Profile and Performance Metrics

Mr. Rishi Gupta, 57, brings over 30 years of experience in financial services and has been instrumental in the bank's transformation journey. As one of Fino's founding members, he has led the organization through significant milestones, including becoming the first payments bank to list on stock exchanges in November 2021.

Under his leadership, the bank has achieved notable financial performance in FY 2024-25:

The bank recently received 'In-principle' approval from the RBI for conversion into a Small Finance Bank, marking the first instance of a payments bank in India receiving such approval. This achievement reflects the strength of the bank's operating model and governance standards under Mr. Gupta's stewardship.

Regulatory Compliance and Governance

The postal ballot process adheres to comprehensive regulatory requirements under the Companies Act, 2013, SEBI Listing Regulations, and Banking Regulation Act, 1949. The bank has appointed qualified scrutinizers to ensure fair and transparent voting processes, with results expected within two working days of the e-voting conclusion.

Members can access the complete postal ballot notice on the bank's website at www.fino.bank.in , stock exchange websites, and NSDL's e-voting portal at www.evoting.nsdl.com . The resolutions, if passed by requisite majority, will be deemed effective from the last date of e-voting, March 29, 2026.

Fino Payments Bank Limited announced its financial results for the quarter ended December 31, 2025, revealing a challenging performance with significant declines in profitability despite maintaining operational efficiency and strong capital adequacy ratios. The bank subsequently conducted an earnings call with investors and analysts on January 30, 2026.

Financial Performance Overview

The bank's financial performance for Q3FY26 showed mixed results, with declining revenues and profits but improved capital strength:

Revenue Composition and Trends

The bank's total income of ₹39,441 lakhs comprised interest earned of ₹6,296 lakhs and other income of ₹33,145 lakhs. Interest earned showed growth of 27.6% compared to Q3FY24, rising from ₹4,935 lakhs. However, other income declined significantly to ₹33,145 lakhs from ₹41,199 lakhs in the previous year quarter, representing a 19.5% decrease.

Income on investments contributed ₹4,617 lakhs to total interest earned, while interest on balances with RBI and inter-bank funds added ₹1,679 lakhs. The decline in other income, which primarily relates to fees and commission from various banking services including CASA, micro-ATMs, and digital payment services, impacted overall revenue performance.

Nine-Month Performance Analysis

For the nine months ended December 31, 2025, the bank's performance showed similar trends:

Capital Adequacy and Financial Ratios

Despite the profit decline, Fino Payments Bank maintained strong capital metrics. The Capital Adequacy Ratio improved to 73.15% in Q3FY26 from 65.78% in Q3FY24, well above regulatory requirements. The bank's net worth stood at ₹55,052 lakhs compared to ₹57,502 lakhs in the previous year.

Earnings per share declined to ₹1.47 (basic) from ₹2.78 in Q3FY24. Return on Assets decreased to 0.27% from 0.63% in the corresponding quarter of the previous year. The debt-equity ratio increased to 1.53 from 1.11, while total debts to total assets ratio rose to 25.27% from 21.16%.

Earnings Call and Investor Communication

Following the results announcement, Fino Payments Bank conducted an earnings call with investors and analysts on January 30, 2026. The bank has made the audio recording of this call available on its website, ensuring transparency in investor communication. As per SEBI Listing Regulations, the company will submit the transcript of the earnings call in due course.

Leadership Changes and Exceptional Items

The board approved the re-appointment of Mr. Prayag Shashikant Gadgil as Head of Internal Audit for a two-year term from February 2, 2026, to February 1, 2028. Mr. Gadgil brings over 25 years of internal audit experience and holds qualifications as Chartered Accountant, Company Secretary, and Certified Internal Auditor.

The bank recognized exceptional items of ₹310 lakhs during the quarter, related to the estimated impact of new labour codes implemented by the Government of India in November 2025. This provision reflects the bank's assessment of additional compliance costs under the consolidated labour law framework.