Fino Payments Bank conducted a comprehensive business update call on March 2, 2026, to address stakeholder concerns following the arrest of Managing Director and CEO Rishi Gupta in connection with a GST investigation. The call, hosted by Go India Advisors and moderated by Sheetal Khanduja, featured CFO Ketan Merchant and Head of Finance Anup Agarwal providing detailed clarifications on the ongoing situation.

Investigation Details and Leadership Response

CFO Ketan Merchant, who has assumed interim leadership as Head of Organization, clarified that the investigation by the Directorate General of GST Intelligence (DGGI) Hyderabad relates to alleged GST evasion by certain program managers associated with multiple banks. The bank emphasized that it has no role in the business operations of the program managers in question and remains fully compliant with all GST regulations.

Business Continuity and Financial Stability

During the call, management provided reassuring operational metrics demonstrating business stability. Customer balances stood at approximately ₹2,250 crores as of February 26, 2026, and have remained intact with daily account openings maintained at around 10,000. The bank's daily throughput continues at ₹1,300 crores per day, consistent with historical averages.

Program Manager Business Model Clarification

Chief Business Officer Shailesh Pandey explained that program managers are payment service providers who identify merchants and refer them to banks for UPI transaction services. These program managers work with multiple banks, with Fino being just one of their banking partners. The three program managers involved in the investigation represent approximately 8-10% of the bank's overall throughput.

Real Money Gaming Business Cessation

Management confirmed that all real money gaming transactions were immediately banned by the bank in August 2025 following government regulations. The third quarter financial results already exclude any revenue from real money gaming activities, with the impact representing approximately 10% of digital payment services revenue during the April-August 2025 period.

Regulatory Engagement and SFB Plans

The bank continues proactive engagement with all regulators including RBI, SEBI, and other authorities. Management confirmed that the Small Finance Bank conversion timeline of 18 months from December 5, 2025, remains unaffected, with no regulatory concerns expressed regarding normal banking operations or the conversion process.

Risk Management and Compliance Framework

Tejas Maniar from the risk management team outlined the bank's robust monitoring controls, including pre-onboarding and post-onboarding checks for all program managers and merchants. The bank maintains strict KYC norms, conducts merchant site visits, and requires program managers to have existing banking relationships with other institutions as a precondition for onboarding.

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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.