Shareholders meeting

June 25, 2026 BSE Limited National Stock Exchange of India Limited P.J. Towers, Exchange Plaza, 5th Floor, Plot No. C/1, G Dalal Street, Block, Bandra - Kurla Complex, Bandra (E), Mumbai- 400 001 Mumbai - 400 051 Scrip Code: 543386 Symbol: FINOPB Dear Sir/ Madam, Sub: Notice of Postal Ballot - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Pursuant to Regulation 30 of the Listing Regulations, please find enclosed a copy of the Postal Ballot Notice dated June 24, 2026 together with the Explanatory Statement thereto (“Postal Ballot Notice”), for seeking approval of the members of the Bank on the Special Business, as set out below, through Postal Ballot by means of remote e-voting process (“e-voting”), pursuant to the provisions of Sections 110 and 108 of the Companies Act, 2013 read with applicable guidelines / circulars / rules issued by the Ministry of Corporate Affairs inter alia including General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 including the latest being the General Circular No. 03/2025 dated September 22, 2025 (collectively termed as (“MCA Circulars”) and Securities and Exchange Board of India, from time to time, (“SEBI Circulars”) (MCA Circulars and SEBI Circulars are collectively termed as “Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable laws, rules, and regulations: Sr. Description of Resolution Type of No. Resolution 2. Approval/ratification for the re-appointment of Mr. Rishi Gupta (DIN: Ordinary 01433190) as Managing Director and Chief Executive Officer (“MD & resolution CEO”) of the Bank with effect from May 02, 2026 to May 21, 2026 (both days inclusive) In compliance with the applicable Circulars, the Postal Ballot Notice is being sent to all members whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz. National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with NSDL/CDSL and/or KFin Technologies Limited (“RTA”) as on Friday, June 19, 2026 (“cut-off date”). The Bank has engaged the services of NSDL for facilitating e-voting to enable the members to cast their votes electronically. The e-voting on the resolution as set out in the Postal Ballot Notice shall commence on Saturday, June 27, 2026 at 9:00 a.m. (IST) and ends on Sunday, July 26, 2026 at 5:00 p.m. (IST). The e-voting module shall be disabled by NSDL thereafter. Fino Payments Bank Limited Registered Office: Mindspace Juinagar, Plot No Gen 2/1/F, Tower 1, 8th Floor, TTC Industrial Area, MIDC Shirwane, Juinagar, Navi Mumbai - 400 706 | CIN: L65100MH2007PLC171959 | Tel: (+91 22) 7104 7000 | Website: www.fino.bank.in | Email: cs@fino.bank.in The Postal Ballot Notice shall also available on the Bank’s website at www.fino.bank.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and also on the e-voting website of NSDL at www.evoting.nsdl.com. The results of the Postal Ballot will be announced within two working days of conclusion of e- voting. Kindly take the same on record. Yours faithfully, For Fino Payments Bank Limited Basavraj Loni Company Secretary & Compliance Officer Place: Navi Mumbai Encl.: As above Fino Payments Bank Limited Registered Office: Mindspace Juinagar, Plot No Gen 2/1/F, Tower 1, 8th Floor, TTC Industrial Area, MIDC Shirwane, Juinagar, Navi Mumbai - 400 706 | CIN: L65100MH2007PLC171959 | Tel: (+91 22) 7104 7000 | Website: www.fino.bank.in | Email: cs@fino.bank.in FINO PAYMENTS BANK LIMITED Registered Office: Mindspace Juinagar, 8th Floor, Plot No. Gen 2/1/F, Tower 1, TTC Industrial Area, MIDC Shirwane, Juinagar, Navi Mumbai, Thane - 400706 CIN: L65100MH2007PLC171959 | E-mail: cs@fino.bank.in Website: www.fino.bank.in | Phone: +91 22 7104 7000 POSTAL BALLOT NOTICE [Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended and applicable circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time] VOTING STARTS ON VOTING ENDS ON Saturday, June 27, 2026 at 9:00 a.m. (IST) Sunday, July 26, 2026 at 5:00 p.m. (IST) Dear Members, NOTICE is hereby given pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (“Rules’’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”) (including any statutory modification or re-enactment thereof for the time being in force), and in accordance with the applicable guidelines / circulars / rules issued by the Ministry of Corporate Affairs (“MCA”) inter alia including General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 including the latest being General Circular No. 03/2025 dated September 22, 2025, (collectively termed as “MCA Circulars”) and applicable circulars issued by Securities and Exchange Board of India, from time to time (collectively termed as “SEBI Circulars”) (MCA Circulars and SEBI Circulars are collectively termed as “Circulars”), to transact the special business as set out hereunder by passing Ordinary Resolution by the Members of Fino Payments Bank Limited (“Bank”) through Postal Ballot via remote Electronic Voting (“e-Voting”) only. Pursuant to Sections 102 and 110 and other applicable provisions of the Act read with the Rules made thereunder, the statement pertaining to the said Resolution setting out the material facts and the reasons/rationale thereof is annexed to this Postal Ballot Notice for your consideration and forms part of this Postal Ballot Notice (‘‘Notice’’). In terms of the Circulars, the Bank is sending this Notice only in electronic form, to those Members whose e-mail addresses are registered with the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) (collectively termed as “Depositories”)/ KFin Technologies Limited (“RTA”). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the e-Voting system. In respect of those Page 1 of 22 Members who have not registered their email ids, the Bank has provided the mechanism in this Notice to register their email ids. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, the Circulars and SS-2, the Bank is providing e-Voting facility to its Members, to enable them to cast their votes electronically. The Bank has engaged the services of NSDL for the purpose of providing e-Voting facility to its Members. The instructions for e-Voting are appended to this Notice. The Notice is also available on the website of the Bank www.fino.bank.in. Members holding equity shares of the Bank on the Cut-off Date desiring to exercise their vote through the e-Voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by e-Voting not later than 5.00 p.m. (IST) on Sunday, July 26, 2026. The e-Voting facility will be disabled by NSDL immediately thereafter. ORDINARY BUSINESS 1. Ap [Showing first 8,000 characters — download PDF for full document]