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 has submitted its quarterly compliance statement to stock exchanges, confirming no deviations in the utilization of funds raised through its Initial Public Issue for the quarter ended December 31, 2025. The statement was filed pursuant to Regulation 32 of SEBI's Listing Obligations and Disclosure Requirements Regulations, 2015.

IPO Fund Utilization Details

The bank's fund utilization statement provides comprehensive details of its public issue proceeds and their deployment:

Complete Fund Deployment Achieved

The bank has successfully utilized the entire net proceeds of Rs. 283.36 crore for the originally stated purpose of augmenting its Tier-1 capital base to meet future capital requirements. The statement confirms that there were no deviations in the objects or purposes for which the funds were raised, nor any variations in the amount of funds utilized as against the original disclosure.

Regulatory Compliance and Oversight

The quarterly statement was reviewed by the bank's Audit Committee during its meeting held on January 29, 2026. The committee confirmed that there were no deviations or variations in the utilization of the IPO funds during the reporting quarter. Company Secretary and Compliance Officer Basavraj Loni signed the compliance statement, which has also been made available on the bank's website at www.fino.bank.in .

Fund Utilization Framework

Under SEBI regulations, listed entities must report any deviations or variations in fund utilization, which could include:

• Deviation in the objects or purposes for which funds were raised
• Variation in the amount of funds actually utilized versus original disclosure
• Changes in terms of contracts referenced in fund raising documents

Fino Payments Bank's clean compliance record demonstrates effective fund management and adherence to its stated capital augmentation objectives since its public listing in 2021.