Proposed Resolution

Ordinary Resolution: Approval/ratification for the re-appointment of Mr. Rishi Gupta (DIN: 01433190) as Managing Director and Chief Executive Officer (MD & CEO) of the Bank with effect from May 02, 2026 to May 21, 2026 (both days inclusive).

Voting Process and Methods

  • Voting Method: Remote e-voting only through NSDL
  • Cut-off Date: Friday, June 19, 2026 for determining eligibility to vote
  • Voting Period: Commences on Saturday, June 27, 2026 at 9:00 a.m. (IST) and ends on Sunday, July 26, 2026 at 5:00 p.m. (IST)
  • Service Provider: National Securities Depository Limited (NSDL)
  • Notification Method: Electronic notice sent to all members with registered email addresses with Depositories/RTA

Scrutinizer Appointment

The Board of Directors has appointed Mr. Tribhuwneshwar Kaushik and in his absence, Mr. Savyasachi Joshi of M/s. Kaushik Joshi & Co., Practising Company Secretaries, as the Scrutinizer for scrutinizing the e-Voting process in a fair and transparent manner.

Result Declaration and Compliance

  • Results will be announced within two working days of conclusion of e-voting
  • Results along with Scrutinizer's Report will be placed on Bank's website (www.fino.bank.in) and NSDL website (www.evoting.nsdl.com)
  • Results will be communicated to Stock Exchanges (BSE and NSE) and displayed on notice board at Registered Office
  • The resolution if passed shall be deemed passed on the last date of e-voting (July 26, 2026)

Background and Rationale

The explanatory statement provides detailed context:

  • Mr. Rishi Gupta was initially appointed as MD & CEO effective May 02, 2017
  • Board approved his re-appointment for three years from May 02, 2026 to May 01, 2029 on October 17, 2025
  • RBI approved the re-appointment vide letter dated January 27, 2026
  • Subsequent material developments led to Mr. Gupta's arrest and subsequent bail
  • Mr. Ketan Merchant was appointed as Interim CEO effective February 27, 2026
  • The original postal ballot for full-term reappointment was withdrawn on March 26, 2026
  • Mr. Gupta tendered voluntary early retirement effective May 21, 2026
  • Ratification is required for his brief tenure from May 02-21, 2026 under Section 196(4) of Companies Act and Regulation 17(1C) of SEBI Listing Regulations

Additional Information

The notice includes comprehensive voting instructions for shareholders holding shares in both physical and demat mode, with detailed helpdesk information for technical support during the e-voting process.