SBI Cards & Payment Services Ltd Auditor Reports

Independent Auditors Report

To the Members of

SBI Cards and Payment Services Limited

Report on the audit of the financial statements

OPINION

We have audited the accompanying financial statements of ‘SBI Cards and Payment Services Limited (the ‘Company), which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements including a summary of material accounting policies and other explanatory information (the ‘financial statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013, as amended (the ‘Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its profit and other comprehensive income), its changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the financial statements in accordance with the Standards on Auditing (‘SAs) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the ‘Auditors responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

EMPHASIS OF MATTER

We draw attention to the following matters stated in the financial statements:

a) Note no. 37.1.2, regarding carrying of additional impairment provision amounting to Rs.220 crores by way of management overlay over and above the impairment provision as per approved ECL model as of March 31, 2026 for the reasons stated in the said note.

b) Note no. 56.19.5, regarding reversal of GST liability amounting to Rs.76.57 crores (including Rs.54.41 crores pertaining to FY 2024-25) on late payment fees billed but not collected from the customers, pursuant to change in tax practice for payment of GST on late payment fees which is in line with GST laws.

Our opinion is not modified in respect of the above matters.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter	How the matter was addressed in the audit
1 Assessment of impairment loss allowance based on expected credit loss (ECL) on Loans (Refer note -37.1.2 of the financial statements)	Our audit procedures relating to the expected credit loss (ECL) include the following, among others:
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the financial assets.	We obtained a comprehensive understanding of ECL model with the help of presentations & active interaction with risk management team of the Company.
For recognition of impairment loss on loans to the customers, where no significant increase in credit risk (SICR) has been observed, such assets are classified in "Stage 1" and a 12 months ECL is recognised. Loans that are categorised into SICR are considered in "Stage 2" and those which are in default or there exists objective evidence of impairment are considered to be in "Stage 3". Lifetime ECL is recognised for stage 2 and stage 3 Loans. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.	We examined the policies approved by the Board of Directors of the Company.
Quantitative factors like days past due, behavior of the customer, historical losses incurred on defaults and macro-economic data points identified by the Managements expert and qualitative factors like nature of the underlying loan, deterioration in credit quality correlation with macro-economic variables are used to determine expected losses, revision in the management overlay and related Reserve Bank of India (RBI) guidelines, to the extent applicable, etc. have been taken into account in the ECL computation. Considering the inherent judgmental nature, the complexity of model involved, degree of estimate involved in the model and computation of impairment loss allowance along with the significance of the amount and its impact on the financial statements of the Company, this area has been considered as key audit matter.	We also verified the methodology adopted for computation of ECL (‘ECL Model) that meets the requirement of policies approved by the Board of Directors, procedures and controls for assessing and measuring the credit risk and that ECL model itself and output of the ECL model are consistent with the documented ECL model. We also verified that the ECL model and its output has the approval of the Audit Committee of the Board of Directors.
	We have also examined and discussed with the management the basis / reasoning for creating additional provision by way of management overlay over and above the impairment provision as per approved
	ECL model. We also examined that Companys accounting policies in relation to impairment allowance are in accordance with Ind AS 109.
	We also evaluated:
	• the assumptions used in the calculation of ECL and its various aspects such as determination of Probability of Default, Loss Given Default, Exposure at Default, Staging of Loans, etc.;
	• the completeness and accuracy of source data used by the Management for ECL computation; and
	• ECL computations for their reasonableness. Portfolio categorisation into appropriate stages (Stage 1, Stage 2 and Stage 3) for purposes of measurement of ECL was analysed on the basis of their past-due status.
	• The adequacy of presentation and disclosures in the financial statements with respect to expected credit loss including the specific disclosure made with regards to revision in ECL model.
2 Performing an audit in an automated environment that is driven by IT systems & applications	Our audit procedures with respect to this matter included the following:
The business operates in an automated environment and has a complex IT structure as significant number of transactions are processed through its interdependent IT systems.	Having obtained a comprehensive understanding of the IT systems and the automated environment of the Company, identification of related checks and balances, information systems audit report submitted by an outside expert (CERT-In empaneled vendor), report submitted by internal audit cell on internal financial controls as designed & operative in automated environment, we redesigned our audit procedures so as to align with the automated process.
Appropriate IT general controls and IT application controls are required to ensure that such IT systems process operations in an accurate, complete, effective, efficient, and consistent way for reliable financial reporting.	With respect to IT system, our focus includes user access and security controls, network operations, automated calculations, and database management. In detail:
Due to pervasive use of IT systems, high level of automation and its impact on the financial reporting of the business, we have considered ‘IT Systems and Controls to be a key audit matter.	• Ensured that systems are developed, configured and implemented to meet financial reporting objectives.
	• Assessed User Access Management i.e., process of identifying, tracking, controlling and managing a specified users access to an IT system.
	• Covered logics & controls over reports used in business which are system driven.
	Where control deficiencies have been identified, we have tested compensating controls or performed alternative audit procedures, wherever necessary.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and auditors report thereon, The Annual Report is expected to be made available to us after the date of this auditors report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to ‘Those Charged With Governance (TCWG).

RESPONSIBILITIES OF THE MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards ("Ind AS") notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the management and Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Companys Board of Directors is also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control(s).

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with ‘Those Charged With Governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide ‘Those Charged With Governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with ‘Those Charged With Governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the ‘Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in Annexure - ‘A, a statement on the matters specified in paragraph 3 and 4 of the Order.

2. We also enclose our report in terms of section 143(5) of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us by the management, in Annexure - ‘B, on the directions and sub-directions issued by Comptroller and Auditor General of India.

3. As required by section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of those books;

c. the balance sheet, the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards ("Ind AS") notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time;

e. on the basis of the written representations received from the directors as at March 31, 2026 and taken on record by the Board of Directors, none of the directors are disqualified as at March 31,2026 from being appointed as a director, in terms of section 164(2) of the Act;

f. with respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure - ‘C;

g. with respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act;

h. with respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in note 44 to its financial statements;

ii. The Company has not entered into any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. (a) The Management has represented that, to the best of its knowledge and belief as disclosed in note no. 8 to the financial statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief as disclosed in note no. 8 to the financial statements, no funds (which are material either individually or in aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material misstatement.

v. During the year the Company has declared and paid interim dividend, which is in accordance with section 123 of the Act.

vi. Based on our examination, which included test checks, and in accordance with the requirements of Implementation Guide on Reporting on Audited Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules 2014, except for our comments below, the Company has used the accounting softwares for maintaining its books of account for the financial year ended March 31, 2026 which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with. The audit trail has been preserved by the Company as per statutory requirements for record retention.

I n respect of accounting software operated by a third-party service provider and used for payroll and allied functions of the Company, the feature of recording audit trail (edit log) facility was enabled, as confirmed by the third-party service provider/ consultant of the service provider. However, we are unable to independently verify and confirm the same. Also, we are not in a position to confirm whether the audit trail feature in the accounting software operated by third party service provider has been tampered with and preserved as per statutory requirements for record retention.

For V.K. Dhingra & Co.,	For S.P. Chopra & Co.,
Chartered Accountants	Chartered Accountants
Firm Regd. No. 000250N	Firm Regd. No. 000346N
Vipul Girotra	Ankur Goyal
Partner	Partner
Membership No. 084312	Membership No. 099143
UDIN 26084312CWJRKO9999	UDIN 26099143GNIJXD4471
Place: New Delhi	Place: New Delhi
Date: April 27, 2026	Date: April 27, 2026

Annexure - ‘A to Independent Auditors Report

(Referred to in paragraph ‘1 under Report on other legal and regulatory requirements section of the Independent Auditors Report of even date on the financial statements of SBI Cards and Payment Services Limited for the year ended March 31, 2026)

Based on the audit procedures performed and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) In respect of its property, plant and equipment, intangible assets and right-of-use assets;

a. (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and relevant details of right-of- use assets;

(B) The Company has maintained proper records showing full particulars of intangible assets;

b. The Company has a programme of physical verification of property, plant and equipment under which all property, plant and equipments are verified, once in a block of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. The last such physical verification was carried out during the year 202324. According to the information and explanations given to us, no material discrepancies were noticed on such verification;

c. The Company is not having any immovable property. Hence, reporting under clause 3(i)(c) of the Order is not applicable to the Company;

d. The Company has not revalued any of its property, plant and equipment (including right-of-use assets) and intangible assets during the year;

e. According to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, as amended.

(ii) According to the information and explanations given to us and on the basis of our examination of the records of Company in respect of inventory:

(a) The Company does not have any inventory hence reporting under clause 3(ii)(a) of the Order is not applicable;

(b) The Company has been sanctioned the working capital limit in excess of Rs.5 crores, in aggregate during the year, from banks or financial institutions on the basis of security of current assets. The amount reported in quarterly statements filed by the Company with such banks or financial institutions during the year are in agreement with the books of account of the Company and no material differences were observed therein.

(iii) The Company is a Non-Banking Financial Company - Middle Layer (NBFC-ML) registered with Reserve Bank of India (RBI) and is in the business of credit card services, in the nature of credit to the customers, which are treated as loans in the financial statements.

During the year, in the ordinary course of business, the Company has made investments in and granted loans and advances in the nature of loans, secured and unsecured loans to companies, firms, limited liability partnership and other parties. With respect to such investments, loans and advances:

a) The provisions of paragraph 3(iii)(a) of the Order are not applicable to the Company as its principal business is treated as loans in the financial statements.

b) In our opinion having regard to the nature of the Companys business, the investments made and the terms and conditions of the grant of loans and advances in the nature of loans are not prejudicial to the Companys interest.

c) The Company is a non-banking financial company engaged in the business of issuing credit card to the customers. In respect of loans and advances in the nature of loans, the schedule of repayment of principal and interest payment for EMI portion of portfolio is stipulated, rest of the portfolio is non- EMI portion which do not constitute any schedule of repayment. During the year, 62,810 no. of accounts (0.9%) in EMI portfolio have defaulted. Considering that the EMI and non-EMI loans are tagged under the same account of the customer, amount for the EMI defaulted accounts is not separately ascertainable. Further, the parties in general are repaying the principal amounts and are also generally regular in payment of interest, except for the instances where there are delays or defaults in repayment of principal and/ or interest and in respect of which the Company has recognised necessary provisions in accordance with the principles of Indian Accounting Standards (Ind AS) and the guidelines issued by the Reserve Bank of India ("RBI") for Income Recognition and Asset Classification (which has been disclosed by the Company in Note 8, Note 37.1.2 (as disclosed below) and note 57.6 to the financial statements), as applicable. Having regard to the nature of the Companys business and the volume of information involved, it is not practicable to provide detailed itemised list of loan assets where delinquencies in the repayment of principal and interest have been identified, and the details are given as under:

Details of loans and ECL as at March 31, 2026

						(Rs. in crores)
	Loans			Impairment loss allowance
	Stage 1	Stage 2	Stage 3	Stage 1	Stage 2	Stage 3
Corporate - Secured	6.61	-	-	0.08	-	-
Corporate - Unsecured	497.95	24.74	-	4.08	0.18	-
Retail - Secured	269.65	3.73	0.30	1.13	0.34	0.05
Retail - Unsecured	52,692.07	2,061.38	1,369.80	682.70	464.43	788.88
Total	53,466.28	2,089.85	1,370.10	687.99	464.95	788.93

(d) The principal amount overdue for more than ninety days, in respect of loans and advances in the nature of loans, as at the year-end is Rs. 1,113.64 crores (excluding interest and other fees of Rs.256.46 crores) as per breakup hereunder.

Reasonable steps are being taken by the Company for recovery of the principal and interest.

				(Rs. in crores)
Number of cases (Borrowers)	Principal	Interest	Other Fees	Total
2,23,509	1,113.64	159.34	97.12	1,370.10

(e) The Company is a NBFC and is in the business of credit card services, in the nature of credit to the customers, which are treated as loans in the financial statements. Hence, reporting under clause 3(iii)(e) of the Order is not applicable;

(f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporting under clause 3(iii) (f) of the Order is not applicable.

The Company has not provided any guarantee or security during the year to companies, firms, limited liability partnerships or any other parties.

(iv) The Company has given credit card advances of Rs.0.13 crore to five Directors and Rs.0.51 crore to seventeen related parties in the ordinary course of business. (Refer note 8). The Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of such loans. The Company has not made any investment and provided any guarantee and security covered by section 185 and 186 of the Act.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder to the extent notified. Hence reporting under clause 3(v) of the Order is not applicable. Further, the provisions of sub-section (1) of Section 73 are not applicable to the Company as it is a non-banking financial company registered with RBI, engaged in the business of credit card services. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against the Company in this regard.

(vi) Pursuant to the rules made by the Central Government of India, the Company is not required to maintain cost records as specified under sub-section (1) of section 148 of the Act, hence reporting under clause 3(vi) of the Order is not applicable.

(vii) In respect of statutory dues:

a. In our opinion and according to the information and explanations given to us, the undisputed statutory dues including goods and service tax, provident fund, employee state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, as applicable have generally been deposited with the appropriate authorities and no undisputed amounts payable in respect of aforesaid dues are outstanding as at March 31, 2026 for a period of more than six months from the date they became payable, except for the following dues:

Nature of the Statue	Nature of the Dues	Amount (Rs. in crores)	Period to which the amount relates	Due Date	Date of payment	Remarks, if any
Stamp Duty Act	Stamp duty on issuance of equity shares pursuant to Initial Public Offer	0.50	F. Y. 2019-20	Not yet intimated	Nil	Provisional liability pending adjudication by SDM Headquarters (II), New Delhi
Stamp Duty Act	Stamp duty on issuance of debentures	0.50	F. Y. 2019-20	Not yet intimated	Nil	Provisional liability Pending adjudication by SDM Headquarters (II), New Delhi

b. The particulars of statutory dues referred to in sub-clause (a) as at March 31, 2026 which have not been deposited on account of a dispute, are as follows;

Nature of the Statue	Nature of the Dues	Amount (Rs. in crores)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	1. Income Tax on redemption of VISA share 2. Advertisement expenses disallowance	1.98	AY 2008 - 09	1. High Court of Delhi 2. Commissioner of Income Tax (Appeals)
Service Tax	1. Demand of service tax on unbilled revenue in case of associated enterprises 2. Demand of Service tax on difference between gross amounts appearing in income tax return vs service tax return	12.12	FY 2007-08 to FY 2011-12	Custom Excise and Service Tax Appellate Tribunal, Chandigarh
Service Tax	1. Service tax liability on reverse charge basis for payments made to service providers situated outside India.	1.40*	FY 2003-04to FY 2007-08	Custom Excise and Service Tax Appellate Tribunal, Chandigarh
	2. On alleged wrongful availment of CENVAT credit in respect of call centre services.
Goods and Service Tax	Excess credit availed: Mismatch between GSTR-3B and 2A	0.81*	FY 2019 - 20	Commissioner (Appeals), Gujarat
Goods and Service Tax	Excess credit availed: Mismatch between GSTR-3B and 2A	0.80*	FY 2018 - 19	Commissioner (Appeals), Tamil Nadu
Goods and Service Tax	Denial of ITC as the same is not appearing in GSTR-2A	0.03*	FY 2018 - 19	Commissioner (Appeals), Maharashtra
Goods and Service Tax	Denial of ITC as vendor has not filed GSTR-3B	0.52*	FY 2019 - 20	Commissioner (Appeals), Telangana
Goods and Service Tax	Delay in invoicing and ITC related issues	1.95	July 2017 to March 2020	Commissioner (Appeals), Karnataka
Goods and Service Tax	ITC availed basis the invoices issued by non-existent Company	0.40*	July 2017 to March 2018	Commissioner (Appeals), Haryana
Goods and Service Tax	Various ITC related issues	0.62*	July 2017 to March 2020	Commissioner (Appeals), Karnataka
Goods and Service Tax	Excess credit availed: Mismatch between GSTR-3B and 2A	0.22*	FY 2020-21	Commissioner (Appeals), Tamil Nadu
Goods and Service Tax	ITC denied in relation vendors whose registration cancelled retrospectively	1.36*	FY 2019-20	Commissioner (Appeals), Haryana
Goods and Service Tax	ITC denied in relation vendors whose registration cancelled retrospectively	0.13*	FY 2020-21	Commissioner (Appeals), Haryana
Goods and Service Tax	ITC availed in 3B is excess than GSTR- 2A	0.01*	FY 2021-22	Commissioner (Appeals), Uttar Pradesh
Goods and Service Tax	RCM and ITC availed on cancelled dealer	0.03*	FY 2021-22	Commissioner (Appeals), Tamil Nadu
Goods and Service Tax	ITC related issues (Supplier not filed GSTR-3B)	0.01*	FY 2018-21	Commissioner (Appeals), Rajasthan

AY = Assessment Year FY = Financial Year

* liability amount includes interest and penalty against which Rs.0.59 crores has been deposited

(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

(a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender;

(b) The Company has not been declared willful defaulter by any bank or financial institution or other lender.

(c) The term loans received during the year were applied for the purpose for which these term loans were obtained.

(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been utilized during the year for long-term purposes.

(e) The Company has no subsidiaries, associate and joint ventures, hence reporting under clause 3(ix) (e) of the Order is not applicable.

(f) The Company has no subsidiaries, associate and joint ventures, hence reporting under clause 3(ix) (f) of the Order is not applicable.

(x) According to the information and explanations given to us and on the basis of our examination of the records of the Company:

(a) The Company has not raised funds by way of an initial public offer or further public offer during the year. However, the Company has raised the funds of Rs.2,000 crores by issue of non-convertible debentures on private placement basis during the year. The money raised was applied for the purposes for which the same was raised.

(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year hence reporting under clause 3(x)(b) of the Order is not applicable, to that extent.

(xi) According to the information and explanations given to us:

(a) No fraud by the Company or no material fraud on the Company has been noticed or reported during the year. However, certain instances of customers frauds on the Company have been reported during the year. As informed, these primarily relate to fraudulent usage of credit cards issued by the Company. During the financial year 2025-26, the total amount involved in such frauds was Rs.0.73 crore. During the year, no employee fraud has been committed and reported.

(b) No report under sub-section (12) of section 143 of the Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014, as amended, with the Central Government, during the year and upto the date of this report.

(c) No whistle blower complaint was received by the Company during the year.

(xii) The Company is not a Nidhi Company hence reporting under clause 3(xii)(a) to 3(xii)(c) is not applicable.

(xiii) The transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. The details of such transactions have been disclosed in the financial statements as required by Ind AS 24 - Related Party Disclosures.

(xiv) (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) The reports of internal auditors of the Company for the period under audit have been considered by us during the course of audit.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with them, hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) (a) The Company is required to be registered under section 45-IA of the Reserve Bank of India (RBI) Act, 1934 (2 of 1934). The Company is a Non-Banking Financial Company - Middle Layer (NBFC-ML) registered with Reserve Bank of India (RBI) vide Registration Number 14.01328 under section 45 IA of the RBI Act, 1934.

(b) The Company has not conducted any non-banking financial or housing finance activities without a valid Certificate of Registration (COR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Hence, reporting under clause 3(xvi)(c) of the Order is not applicable.

(d) In our opinion, there is no Core Investment Company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

(xvii) The Company has not incurred cash losses during the financial year covered under our audit and in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on date of audit report indicating that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx)(a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act. Hence, reporting under clause 3(xx)(a) of the Order is not applicable for the year.

(b) There are no unspent amounts under sub section (5) of section 135 of the Companies Act towards Corporate Social Responsibility (CSR) pursuant to ongoing projects, Hence, reporting under clause 3(xx)(b) of the Order is not applicable for the year.

(xxi) The reporting under clause 3(xxi) is not applicable in respect of audit of financial statements of the Company since the Company has no subsidiaries, associate and joint ventures.

For V.K. Dhingra & Co.,	For S.P. Chopra & Co.,
Chartered Accountants	Chartered Accountants
Firm Regd. No. 000250N	Firm Regd. No. 000346N
Vipul Girotra	Ankur Goyal
Partner	Partner
Membership No. 084312	Membership No. 099143
UDIN.: 26084312CWJRKO9999	UDIN.: 26099143GNIJXD4471
Place: New Delhi	Place: New Delhi
Date: April 27, 2026	Date: April 27, 2026

Annexure - ‘B to the Independent Auditors Report

(Referred to in paragraph ‘2 under Report on other legal and regulatory requirements section of the Independent Auditors Report of even date on the financial statements of SBI Cards and Payment Services Limited for the year ended March 31, 2026)

Report on Directions and Sub-directions issued by the Comptroller & Auditor General of India under section 143(5) of the Companies Act, 2013 on annual accounts of SBI Cards and Payment Services Limited for the year ended March 31, 2026.

Sr. No. " Directions/ Sub-Directions	Auditors responses
A Directions
1 Assess the fair valuation of all the investments, both quoted and unquoted, made directly by the Company or through Trusts, for Post retirement benefits of the employees. This includes verifying valuation methodologies, ensuring consistency with Ind AS and reviewing supporting documentation. The auditor shall provide a brief note on the valuation approach, its reasonability, and compliance with applicable regulations, reporting any material deviations or misstatements.	The Company has planned assets in the form of Gratuity Policy from IRDAI approved insurer Company. The valuation of planned assets is based on fund value declared by the insurance Company on the product.
	All other post-retirement benefits are not funded.
2 Whether the Company has a system in place to process all the accounting transactions through IT system? If yes, whether review of this system and controls that are significant to the Companies financial reporting process as well as cyber security has been done and material discrepancies found, if any, have been suitably reported? The implications of processing of accounting transactions outside IT system on the integrity of the accounts along with the financial implications may also be reported.	Yes, the Company has adequate system in place to process accounting transactions through IT systems. We have reviewed the systems and controls that are significant to the Companys financial reporting process and no material discrepancies was noticed by us.
	Further the Company has appointed an outside expert (CERT- In empaneled vendor) to undertake the audit of IT systems (including Cyber security) of the Company.
	As per final report dated 25.03.2026 of outside expert as above, there were 147 observations in the audit of IT systems. Out of these, 123 observations were validated and closed by the outside expert and 24 observations were open as per their report. Out of 24 open observations, 5 were categorized as high risk, 12 of medium risk and 7 of low risk. Besides timelines have been set to close these open observations.
	As per our assessment and based on the information and explanations given to us, none of open observations are significant enough to impact the Companys financial reporting process.
	Based on the audit procedures carried out by us and according to information and explanations given to us, no accounting transactions have been processed or carried outside the IT systems of the Company. Accordingly, in our opinion, there are no implications on the integrity of the accounts along with financial implications.
3 Whether funds (grants/ subsidy etc.) received/ receivable for specific schemes from Central/ State governments or its agencies were properly accounted for as per the applicable accounting standards or norms and whether the received funds were utilized as per its term and conditions?	According to information and explanations given to us and based on our examination of relevant records, no funds (grants/ subsidy etc.) were received or are receivable for specific schemes from the Central/ State government or its agencies during the year.
	In view of above, the issue of accounting of grants/ subsidy and interest thereon is not applicable.
Whether accounting of interest earned on grants received has been done as per terms and conditions of the Grant. List the cases of deviation
4 Whether the Company has identified the key Risk areas? If yes, whether the Company has formulated any Risk Management Policy to mitigate these risks? If yes,	As explained to us and based on the information made available to us, the Company has a robust Risk Management Policy covering both key risk areas and risks mitigation measures. The policy is periodically reviewed by the Board of Directors through its sub-committee.
(a) whether the Risk Management Policy has been formulated considering global best practices?
(b) whether the Company has identified its data assets and whether it has been valued appropriately?	As explained to us, the Risk Management Policy is based on global best practices.
	As explained to us, the Company has data assets such as Customer Data and other data sets which the Company uses for its own operations and formulating business strategies and no values are assigned to them.
5 Whether the Company is complying with the Securities and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015, and other applicable rules and regulations of SEBI, Department of Investment and Public Asset Management, Ministry of Corporate Affairs, Department of Public Enterprises, Reserve Bank of India, Telecom Regulatory Authority of India, CERT-In, Ministry of Electronics and Information Technology and National Payments Corporation of India wherever applicable? If not, the cases of deviation may be highlighted.	Based on the information and explanations given to us, secretarial audit report of the Company and audit procedures carried out by us, the Company is complying with the Securities and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015, and other applicable rules and regulations of SEBI, Department of Investment and Public Asset Management, Ministry of Corporate Affairs, Department of Public Enterprises, Reserve Bank of India, Telecom Regulatory Authority of India, CERT-In, Ministry of Electronics and Information Technology and National Payments Corporation of India, to the extent applicable.
B Sub-Directions
1 Investments	The titles of ownership in respect of all the investments (held in Demat account) of the Company as on March 31, 2026 are as under:
Whether the titles of ownership in respect of CGS/ SGS/ Bonds/ Debentures etc. are available in physical/ demat form and these, in aggregate, agree with the respective amounts shown in the Companys books of accounts? If not, details may be stated.	(a) 1,001 shares invested in SBI Foundation. These shares are held in demat form and demat statement only provides the number of shares and not the amount thereof. Number of shares as per demat statement are in agreement with number of shares in the financial books. Since the demat statement does not contain the amount of investment hence the amount of investment cannot be matched with books of accounts, to that extent.
	(b) 1,12,996 shares invested in Online PSB Loans Limited (formerly known as Capita World Platform Pvt. Ltd.) in July, 2018. These shares are held in demat form and demat statement only provides the number of shares and not the amount thereof. Number of shares as per demat statement are in agreement with number of shares in the financial books. Since the demat statements does not contain the amount of investment hence the amount of investment cannot be matched with books of accounts, to that extent.
	(c) The Company has invested in Government Securities and T-Bills. These securities are held in demat form with Bank of Baroda. As on March 31, 2026, Government Securities having face value of Rs.4,435 crores and T-Bills having face value of Rs.2,250 crores have been invested and are in agreement with Companys books of accounts.
2 Loans
In respect of provisioning requirement of all restructured, rescheduled, renegotiated loan whether a system of periodical assessment of realisable value of securities available against all such loans is in place and adequate provision has been created during the year? Any deficiencies in this regard, if any, may be suitably commented upon along with financial impact.	The Company offers restructuring of the outstanding loans and advances (loans) in equitable monthly instalments to customers, who have shown willingness to pay; but are unable to make the required payment on account of financial stress. As per the Companys policy, all such loans and advances (loans) are classified as Stage 3 assets and adequate provision is created on such assets as per ECL computation against the total outstanding of such loans and advances (loans). As on March 31, 2026, all restructured loans do not have any underlying securities and total outstanding of restructured loans and advances (loans) stands at Rs.22.23 crores against which a provision of Rs.12.80 crores has been made in the books of accounts.
3 Whether the security control for digital payment products and services are in compliance with the directions of RBI for Digital Payment Security Control dated 18th February 2021.	The RBI Master Direction on Digital Payment Security Controls dated February 18, 2021, has provided necessary guidelines (General Controls as defined in Para 4 to Para 73 of the said Master Direction) for the Regulated Entities (REs) to set up a robust governance structure and implement common minimum standards of security controls for digital payment products and services.
	As on March 31, 2026, the Company is compliant in respect of directions (General Controls) contained in paragraphs 4 to 73.
	Further General Controls specified in paragraphs 54, 68, 69 and 71 are not applicable to the Company.

 

For V.K. Dhingra & Co.,	For S. P. Chopra & Co.,
Chartered Accountants	Chartered Accountants
Firm Regd. No. 000250N	Firm Regd. No. 000346N
Vipul Girotra	Ankur Goyal
Partner	Partner
Membership No. 084312	Membership No. 099143
UDIN.: 26084312CWJRKO9999	UDIN.: 26099143GNIJXD4471
Place: New Delhi	Place: New Delhi
Date: April 27, 2026	Date: April 27, 2026

Annexure ‘C to the Independent Auditors Report

(Referred to in paragraph 3(f) under ‘Report on other legal and regulatory requirements section of the Independent Auditors Report of even date on the financial statements of SBI Cards and Payment Services Limited for the year ended March 31, 2026)

Report on the internal financial controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to the financial statements of ‘SBI Cards and Payment Services Limited ("the Company") as at March 31, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

MANAGEMENT RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The management of the Company is responsible for establishing and maintaining internal financial controls with reference to financial statements based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the "Guidance note on audit of internal financial controls over financial reporting" (the "Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements of the Company based on our audit. We conducted our audit in accordance with the Guidance note on audit of internal financial controls over financial reporting (the ‘Guidance Note) and the Standards on Auditing, issued by the Institute of Chartered Accountants of India and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those standards and the guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

A Companys internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Annexure - ‘C to the Independent Auditors Report

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the Company has maintained, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2026, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the guidance note on ‘Audit of internal financial controls over financial reporting issued by the ‘Institute of Chartered Accountants of India.

For V.K. Dhingra & Co.,	For S.P. Chopra & Co.,
Chartered Accountants	Chartered Accountants
Firm Regd. No. 000250N	Firm Regd. No. 000346N
Vipul Girotra	Ankur Goyal
Partner	Partner
Membership No. 084312	Membership No. 099143
UDIN 26084312CWJRKO9999	UDIN 26099143GNIJXD4471
Place: New Delhi	Place: New Delhi
Date: April 27, 2026	Date: April 27, 2026