SBI Cards & Payment Services Ltd Directors Report

Boards Report

Dear Members,

The Directors are pleased to present the Twenty Eighth (28^th) Annual Report along with the Audited Annual Accounts of the Company for the financial year ended March 31, 2026.

FINANCIAL SUMMARY, STATE OF COMPANYS AFFAIRS AND BUSINESS PERFORMANCE

The financial performance of the Company for the financial year ended March 31, 2026 and for the previous year is summarized below: -

		(Rs. in Crores)
S. No. Particulars	FY 2025-26	FY 2024-25
1 Income	20,707.62	18,637.15
2 Finance Cost	3,071.58	3,178.40
3 Operating & Other Expenses	14,586.60	12,731.25
4 Depreciation and Amortization	136.25	146.82
5 Profit /(Loss) Before Tax	2,913.19	2,580.68
6 Tax	746.48	664.27
7 Profit /(Loss) After Tax	2,166.71	1,916.41
8 Add: Opening surplus in statement of profit and loss	9,021.69	7,728.02
9 Add: Transfer from/to other comprehensive income	4.32	-0.49
10 Less: Amount transferred from retained earnings for unclaimed customer credit balance above 10 years	1.45	1.23
11 Less: Transfer to Statutory Reserve	433.34	383.28
12 Less: Interim equity dividend (amount Rs.2.50 per share in FY 25-26, Rs.2.50 per share in FY 24-25)	237.90	237.74
13 Balance of P&L Account C/F to Balance Sheet	10,520.03	9,021.69

SBI Card is the 2^nd largest credit card issuer in the country in terms of cards-in-force.

Cards-in-force grew by 6% to reach 2.21 Crores as on March 31, 2026. Retail spends of Rs.3,53,764 Crores were 15% higher YoY. Receivables grew by 2% YoY to close the year at Rs.56,926 Crores.

The Company generated EBCC of Rs.7,876 Crores in FY26 with 6% YoY growth. Credit costs including write-offs and provisions for FY26 was Rs.4,962 Crores, increasing 2% YoY. Gross credit costs as percentage of average receivables declined from 9.0% in FY25 to 8.6% in FY26. Consequently, higher revenue generation during FY26 resulted in improved profitability with Profit After Tax (PAT) in FY26 at Rs.2,167 Crores as compared to 1,916 Crores in FY25, leading to an increase in Return on Average Assets (ROAA) to 3.2% in FY26 from 3.1% in FY25.

The detailed business and financial performance are explained in the Management & Discussions Analysis section of the Annual Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, the Company did not have any subsidiary, associate and joint venture company.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR UNDER REVIEW

During the FY 2025-26, the Company had allotted 2,12,900 Equity shares of Face value of Rs.10/- each to the eligible participants of the Company pursuant to the exercise of options under the SBI Card - Employee Stock Option Plan 2019 (ESOP Plan 2019) at the exercise price of 152.10 per share and 30,397 Equity shares of Face value of Rs.10/- each to the eligible participants of the Company pursuant to the exercise of options under the SBI Card - Employee Stock Option Plan 2023 (ESOP Plan 2023) at the exercise price of Rs.10 per share. Accordingly, the paid-up capital of the Company increased from Rs.9,51,35,69,540/- consisting of 95,13,56,954 equity shares of Face value of Rs.10/- each as on March 31, 2025 to Rs.9,51,60,02,510/- consisting of 95,16,00,251 equity shares of Face value of Rs.10/- each as on March 31, 2026. There has been no change in the nature of business during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year under review and the date of the report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Master Direction-Reserve Bank of India (Non-Banking Financial Companies-Financial Statements: Presentation and Disclosures) Directions, 2025, as updated from time to time and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

DIVIDEND

During the year ended March 31,2026, the Board of Directors have declared interim dividend of 25% (Rs. 2.50/- per equity share of the face value of Rs.10/-) for the financial year 202526 in accordance with provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Dividend Distribution Policy of the Company, as amended. (FY 25 - Rs.2.50/- per equity share).

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Dividend Distribution Policy of the Company is available on Companys website at https://www.sbicard.com/sbi-card-en/assets/ docs/pdf /who-we-are/notices/sbi-cards-dividend-policy.pdf and accordingly forms a part of this report.

RESERVES

During the year ended March 31, 2026, the Company appropriated Rs.433.34 Crores towards the Statutory Reserves ( 383.28 Crores in FY25) in accordance with Section 45-IC of the Reserve Bank of India Act, 1934.

Status of other reserves and share application money pending allotment (stated as other equity in financial statements) as on March 31, 2026 are as follows:

Other Equity		(Rs. in Crores)
Particulars	FY 2025-26	FY 2024-25
Capital Redemption Reserve	3.40	3.40
General Reserve	29.56	28.03
Statutory Reserves	3,084.97	2,651.63
Capital Reserve (on account of amalgamation)	(71.51)	(71.51)
Securities Premium	1,173.19	1,166.10
Retained Earnings	10,520.03	9,021.69
Share application money pending allotment	-	-
Share Options outstanding account	15.11	15.41
Cash flow hedging reserve	-	-
Equity investment - OCI	19.15	15.61
Total	14,773.90	12,830.36

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the prescribed Form AOC- 2, is appended as Annexure 1 to the Boards Report. The Related Party Transactions Policy of the Company is available on the website of the Company and can be accessed at https:// www.sbicard.com/en/who-we-are/policies-and-codes.page. The Shareholders of the Company at the 27^th Annual General Meeting held on August 29, 2025, accorded their approval for entering into and/or carrying out and/or continuing with material related party transaction(s) with State Bank of India (SBI) and SBI Capital Markets Limited (SBI CAP) from the date of the 27^th Annual General Meeting and upto the date of the

next annual general meeting of the Company for a period not exceeding fifteen months.

In the financial year 2025-26, the transactions with SBI in terms of aggregate value, have exceeded threshold limits prescribed for material related party transactions. The transactions have been continued so far in the financial year 2026-27 and are expected to exceed the prescribed threshold limits under the Listing Regulations and other laws as may be applicable from time to time so as to qualify as material related party transactions. Going forward also, the Company intends to continue such transactions with SBI.

Since the approval as mentioned above is valid upto the date of the next Annual General Meeting of the Company i.e. AGM to be held in FY 2026-27, the matters pertaining to entering into and/ or carrying out and/or continuing with material related party transactions with SBI from the date of the 28^th Annual General Meeting and upto the date of the next annual general meeting of the Company for a period not exceeding fifteen months is being placed for the approval of members at the ensuing AGM.

CAPITAL ADEQUACY

As per the Reserve Bank of India norms applicable for NBFC, the Company is required to keep a Capital Adequacy Ratio (CAR) of 15%. Companys CAR is well above the regulatory requirement at 25.47% with 19.99% as Tier 1 Capital, as of March 31, 2026.

DEBENTURES ISSUE OF DEBENTURES

During the FY 2025-26, the Company has raised money by issue and allotment of following debentures:

• Raised Rs.2,000 Crores by issue and allotment of 2,00,000 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed, Non-Convertible Debentures of Rs.1,00,000/- each.

REDEMPTION OF DEBENTURES

During the FY 2025-26, following Non-Convertible Debentures were duly redeemed on due date:

• Series 29, 7,500 Unsecured Non-Convertible Debentures of Rs.10,00,000/- each.

• Series 31,5,000 Unsecured Non-Convertible Debentures of Rs.10,00,000/- each.

• Series 32, 3,500 Unsecured Non-Convertible Debentures of Rs.10,00,000/- each.

• Series 22, 4,500 Unsecured Non-Convertible Debentures of Rs.10,00,000/- each.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

The Company, being a non-banking financial company registered with the RBI and engaged in the business of issuing credit cards, is exempted from complying with certain provisions of section 186 of the Companies Act, 2013. Other necessary details as required under the Section 186 of the Companies Act, 2013 are furnished in the financial statements of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board of Directors ("Board") is in terms of the Companies Act, 2013, the RBI Directions and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board consists of Seven Directors namely Mr. Challa Sreenivasulu Setty, Chairman, Non-Executive Director (Nominee of SBI); Mr. Ashwini Kumar Tewari, Non-Executive Director (Nominee of SBI); Ms. Salila Pande, Managing Director & CEO (Nominee of SBI); Mr. Shriniwas Yeshwant Joshi, NonExecutive Independent Director; Mr. Rajnikant Patel, NonExecutive Independent Director; Ms. Anuradha Rao, NonExecutive Independent Director and Ms. Parvathy Vairava Sundaram, Non-Executive Independent Director, as on the date of the Report.

The Board of Directors of the Company at its meeting held on February 17, 2025 appointed Ms. Salila Pande (DIN: 10941529) (nominee of SBI) as Managing Director & CEO of the Company for a period of two years w.e.f. April 1, 2025, subject to necessary approval(s) as may be required including approval of the shareholders of the Company. Further, the shareholders of the Company, vide the resolution(s) dated May 9, 2025 passed through Postal Ballot conducted during the period under review, approved the appointment of Ms. Salila Pande (DIN: 10941529) as the Managing Director and Chief Executive Officer of the Company for a period of two years commencing from April 1, 2025.

During the year under review, Mr. Shamsher Singh was appointed as Non-Executive Director (Nominee of SBI) (DIN: 09787674) w.e.f. April 17, 2025 subject to the approval of members of the Company, as per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The shareholders of the Company vide the resolution(s) dated July 10, 2025, passed through Postal Ballot, approved such appointment. Further, Mr. Shamsher Singh, Non-Executive Director (Nominee of SBI) (DIN: 09787674) resigned from the directorship of the Company w.e.f. close of business hours on November 13, 2025, consequent upon his inability to devote adequate time for Board matters, due to his role in the State Bank of India.

Dr. Tejendra Mohan Bhasin (DIN: 03091429), Non-Executive Independent Director, ceased to be Director of the Company upon completion of his second term as Independent Director of the Company with effect from the close of office hours on June 27, 2025.

Mr. Rajendra Kumar Saraf (DIN: 02730755), Non-Executive Independent Director, ceased to be Director of the Company upon completion of his second term as Independent Director of the Company w.e.f. close of business hours on August 13, 2025.

The Board of Directors of the Company appointed Mr. Rajnikant Patel (DIN: 00003135) as an Additional Independent Director of the Company for a term of three years w.e.f. August 13, 2025 till August 12, 2028, subject to the approval of members of the Company, as per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the shareholders of the Company, also at the Annual General Meeting held on August 29, 2025, had appointed Mr. Rajnikant Patel as an Independent Director for a term of three years w.e.f. August 13, 2025 till August 12, 2028.

Further, the Board of Directors of the Company appointed Ms. Anuradha Rao (DIN:07597195) as an Additional Independent Director of the Company for a term of three years w.e.f. November 13, 2025 till November 12, 2028, subject to the approval of members of the Company, as per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the shareholders of the Company vide the resolution(s) dated February 06, 2026, passed through Postal Ballot, had approved the appointment of Ms. Anuradha Rao as an Independent Director for a term of three years w.e.f. November 13, 2025 till November 12, 2028.

Mr. Dinesh Kumar Mehrotra (DIN:00142711) and Ms. Anuradha Nadkarni (DIN:05338647), Non-Executive Independent Directors, ceased to be Directors of the Company upon completion of their second term as Independent Directors of the Company w.e.f. close of business hours on November 13, 2025.

Thereafter, the Board of Directors of the Company appointed Ms. Parvathy Vairava Sundaram (DIN: 07005574) as an Additional Independent Director of the Company for a term of three years w.e.f. December 9, 2025 till December 8, 2028, subject to the approval of members of the Company, as per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the shareholders of the Company vide the resolution(s) dated February 06, 2026, passed through Postal Ballot, had approved the appointment of Ms. Parvathy Vairava Sundaram as an Independent Director for a term of three years w.e.f. December 9, 2025 till December 8, 2028.

As on March 31, 2026, the Company had three Key Managerial Personnel namely Ms. Salila Pande, Managing Director and Chief Executive Officer; Ms. Rashmi Mohanty, Chief Financial Officer and Ms. Payal Mittal Chhabra, Chief Compliance Officer and Company Secretary.

The Directors, place on record their sincere appreciation for the contribution made by Mr. Shamsher Singh, Dr. Tejendra Mohan Bhasin, Mr. Rajendra Kumar Saraf, Mr. Dinesh Kumar Mehrotra and Ms. Anuradha Nadkarni during their tenure on the Board of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to simplify the lives of its stakeholders through trust and excellence. As a responsible corporate citizen, the Company has been undertaking and participating in the socially important projects to strengthen public infrastructure benefiting thousands of needy individuals that includes youth, women, elderly and differently abled individuals in areas of Education, Health, Environment Sustainability, Skill Development, Rural Development and Disaster Management.

The Company has also framed a CSR policy in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The contents of this policy are available on the Companys website at https://www.sbicard.com/sbi-card-en/ assets/docs/pdf/who-we-are/notices/csr_policy_sbicpsl.pdf.

The Corporate Social Responsibility and ESG Committee of the Board monitors the Corporate Social Responsibility Policy of the Company from time to time and also oversees the implementation of the CSR policy and projects.

The annual report on the CSR activities undertaken by the Company during the financial year under review, in the prescribed format has been appended herewith as Annexure 2.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company follows the fit and proper criteria as laid down by RBI Directions and the Nomination and Remuneration Policy of the Company framed under Section 178 of the Companies Act, 2013, SEBI Regulations and RBI Circulars/Directions for appointment and remuneration of Directors. Nomination and Remuneration Committee of the Board recommends for appointment of a Director based on the Fit and Proper Criteria Policy and Nomination and Remuneration Policy of the Company. Further, the Nomination and Remuneration Committee is responsible to ensure ‘fit and proper status of proposed/existing directors. The Nomination and Remuneration Policy of the Company along with the changes made therein is available on the website of the Company i.e. https://www. sbicard.com/en/who-we-are/policies-and-codes.page.

Apart from receiving sitting fees for attending Board and Committee meetings by the eligible Non-Executive Directors of the Company and credit card transactions in the ordinary course of business, there are no pecuniary relationship of the Non-Executive Directors with the Company.

The closing balance as on March 31, 2026 of the credit cards issued to Directors of the Company was Rs.0.13 Crores.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company have given declaration that they fulfill the criteria of independence specified in Section 149 of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the same has been relied upon by the Company.

AUDITORS AND COMMENTS ON AUDITORS REPORT

During the year under review, the office of the Comptroller and Auditor General of India (hereinafter referred to as "CAG") exercising the power conferred under section 139 of the Companies Act, 2013, appointed M/s. V. K. Dhingra & Co. Chartered Accountants (Registration No. 000250N) (Joint Statutory Auditor-I) and M/s. S.P. Chopra & Co., Chartered Accountants, (Registration No. 000346N) (Joint Statutory Auditor-II) as the Joint Statutory Auditors of the Company for the financial year 2025-26.

Statutory Audit was duly done by the said firms. There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors in their reports. The Statutory Auditors report is self-explanatory in nature and does not require any comments from Directors of the Company.

Also, Supplementary Audit of the Company was conducted by the Comptroller and Auditor General of India in accordance with Section 143(6)(a) of the Companies Act, 2013, on the financial statements of the Company for the year ended March 31, 2026.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor and CAG in their reports.

Further, Statutory Auditors of the Company, single or joint for the Financial Year 2026-27 will be appointed by the Comptroller and Auditor General of India.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members at their 27^th Annual General Meeting held on August 29, 2025, had appointed M/s. Agarwal S. & Associates, Company Secretaries, as the Secretarial Auditor of the Company for a term of five years, i.e., from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 obtained from M/s. Agarwal S. & Associates, Company Secretaries is enclosed with this report as Annexure 3. The Secretarial Audit Report does not contain any qualification or reservations or adverse remarks.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors have not reported any incident of fraud to the Audit Committee.

FRAUD REPORTING

Certain instances of customer frauds on the Company, primarily relating to fraudulent usage of credit cards issued by the Company, have been reported during FY 2025-26.

The total amount involved in these frauds was Rs.0.85 Crores ( 0.12 Crores related to accounts charged off or sold) and the recovery against this amount (pertaining to current year as well as the previous year) was Rs.0.66 Crores.

SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meetings have been complied with by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

While the business activity of the Company does not result in any material consumption of energy, still the Company is committed to continue its efforts towards the conservation of energy. Energy conservation and technology updation are a part of the ongoing processes in the Company. Managements Discussion and Analysis Report section covers the Technology aspect of the business in detail.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During FY 2025-26, the Company incurred foreign currency expense of an amount of Rs.976.34 Crores on network, other service charges and other expenses (FY 2024-25: Rs.662.27 Crores).

The dividend remitted for FY 2025-26 in foreign currency was Rs.Nil (FY 2024-25: NIL).

The foreign exchange earnings during FY 2025-26 were Rs.702.82 Crores (FY 2024-25: Rs.612.47 Crores). Income in foreign currency represents Incentive Income from network partners.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies, processes and structure for ensuring the orderly and efficient conduct of its business with adequate and effective internal financial control across the organisation, including adherence to the Companys policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Also, the Company has an internal audit system commensurate with the size of the Company and periodic audits of the internal functions and processes of the Company are ensured. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Company is not required to maintain cost records as stated under section 148 of the Companies Act, 2013.

The Company is in compliance with necessary FEMA provisions on downstream investment.

RBI vide its notification dated December 05, 2025 has issued the "Reserve Bank of India (Non-Banking Financial Companies - Undertaking of Financial Services) (Amendment) Directions, 2025" and the "Reserve Bank of India (Commercial Banks- Undertaking of Financial Services) (Amendment) Directions, 2025". As per the notification, if lending activity is carried out by any of the group entities of a Commercial Bank, regulations as applicable to Upper Layer NBFC shall be applicable to that group entity of the commercial bank. Since the Company is engaged in lending activity and is part of SBI group, as per RBIs notification, the Company falls under the category of Upper

Layer NBFCs. Your Company has taken all necessary actions to comply with the amended Directions.

During the period under review, there were no instances of one-time settlement with any Banks or Financial Institutions. Accordingly, reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions, is not applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

During the year under review, no application was made by the Company under the Insolvency and Bankruptcy Code, 2016 neither any proceeding under the said Code is pending.

RISK MANAGEMENT AT SBI CARD

The Company has in place a robust and comprehensive Risk Management Framework to identify, assess, control, monitor, mitigate, govern and report on its most material risks. This framework includes policies, processes, systems and tools to facilitate risk- based decision making, to ensure risks are mitigated and managed in line with the Risk Appetite Framework set by the Board. This covers existing risks as well as new risks that may have arisen or may be emerging. The Management Discussion and Analysis Report section covers this aspect of the business in detail.

Risk Appetite - The Company acknowledges risk taking as a fundamental characteristic of providing financial services. It is inherent to the Companys business and arises in every transaction undertaken by the Company. The Company utilizes its risk capacity judiciously in pursuit of its strategic goals and risk objectives, including, but not limited to, adequate capital levels, planned earnings, stable credit ratings, better liquidity management, third party risk management, regulatory compliance, safeguard from information security & cyber risk, customer complaints management, business continuity and covering all regulatory assessments.

Risk Culture and Awareness - The Companys Board establishes the tone from the top and promotes the risk culture within the organization, as given in the Risk Management policy. The Board encourages senior management to adopt ethical business practices and to design, deploy and ensure adherence to the code of conduct. General risk management education as well as customized training programs relevant to the concerned role holders are delivered, for creating awareness, knowledge and skills about risk management and respective roles and responsibilities relating thereto.

Risk Management- To manage risks across various products and processes, the Company has adopted the three Lines of Defense (LOD) Model that details the risk management related roles & responsibilities of the various functions, across all organizational levels, of the Company.

The key governance bodies that have been established by the Company for Risk Management include, inter alia, the following:

• Board of Directors"- Primarily responsible for ensuring effective management of the material risks in the Company. The Board has the ultimate responsibility for ensuring that the senior management establishes and maintains an adequate and effective system of internal controls.

• Risk Management Committee of the Board (RMCB) - Chaired by an Independent Director, it monitors the risk management practices of the Company and reviews the appropriateness and effectiveness of risk governance.

• Enterprise Risk Management Committee (ERMC) - The ERMC of the Company is chaired by the MD & CEO. The ERMC discusses and resolves issues under the guidance of the RMCB and the Board.

• Operational Risk Management Committee (ORMC) -

Management level Committee, reporting in to the ERMC, set up to provide oversight over all operational risks, issues, incidents and other matters and to ensure these risks are managed within appetite.

• Credit Risk Management Committee (CRMC) -

Management level Committee chaired by the MD and CEO. It is responsible for implementation of credit risk management framework, periodically reviewing the organizations credit risk strategy, policies and processes to ensure effective identification, measurement, monitoring and mitigation of credit risk.

• Credit Approval Committee- Management level Committee which decides Corporate Card limit exposures.

• Policy and Process Review Committee (PPRC)-

Management level Committee chaired by MD and CEO, to review/approve new Policies, Processes, and changes thereto.

• Information Security Committee (ISC)- Management level Committee, chaired by MD and CEO, responsible for identifying, assessing, monitoring, and mitigating all information security related risks across the organization.

• Third Party Risk Management Committee (TPRMC)-Management level Committee, Chaired by COO, to provide oversight over the management of Third-Party/ vendor Risk, reporting into the ERMC and RMCB.

• Compliance Review Committee (CRC)- Management level Committee, constituted to enhance the compliance culture within the Company. Its objectives are to ensure compliance with Policy and to monitor Compliance Risk management activities to ensure that the Compliance Risk issues are appropriately managed.

• Fraud Identification and Loss Approval Committee (FILAC)- Management level Committee, chaired by COO, set up to review fraud and customer Liability cases, based on inputs from Fraud, Investigations and other teams.

• Committee of Executives for Monitoring and FollowUp of cases of Frauds (COEMF)- Management level Committee for review of Early Warning Signals for Fraud Risk.

• Product Governance Committee (PGC)- Management level Committee, chaired by MD and CEO, set up to evaluate and decide on launch of new products, including co-brand associations.

• Asset Liability Committee- Management level Committee, chaired by MD and CEO, established to set and implement the Companys policy and strategy in respect of the management of its balance sheet. It reviews the results of past actions to assess the appropriateness of past decisions with a view to identify ways in which to improve future decisions.

• Employee Disciplinary Action Committee (EDAC)-Management level Committee, set up to review the findings of the enquiries/investigations conducted on the concerns related to employee matters and recommends corrective actions.

The Company continues to enhance its risk management capabilities through improved data analysis, technology-driven monitoring systems, early warning indicators and periodic stress testing exercises. Special emphasis has also been placed on strengthening cyber resilience, data privacy controls, third party risk management and operational continuity measures considering evolving digital ecosystem and external risk environment. The Company believes that a strong risk culture, disciplined governance practices and prudent risk appetite framework collectively enhance organizational resilience, safeguard stakeholder interests and support sustainable growth in a dynamic business environment.

PARTICULARS OF EMPLOYEES

The Directors would like to place on record their sincere appreciation for the contributions made by employees of the Company at all levels. The ratio of the remuneration of each Director to the median employees remuneration including other details and the list of top 10 employees in terms of remuneration drawn in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure 4.

Other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are available on the website of the Company, at www.sbicard.com. The Annual Report including the financial statements are being sent to the shareholders excluding the said details. Shareholders interested in obtaining this information may access the same from the Companys website. In accordance with Section 136 of the Companies Act, 2013, this information is available for inspection by shareholders.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public as defined in the Non-Banking Financial Companies (Reserve Bank of India) Directions, as amended to date.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity. They are highly qualified, recognized, experienced (including proficiency) and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

EMPLOYEE STOCK OPTION SCHEME(S)

• SBI Card Employee Stock Option Plan 2019 (ESOP Plan 2019)

Pursuant to the recommendation of the Board of Directors at their Meeting held on January 16, 2019, the Shareholders at the Extra-ordinary General Meeting held on February 22, 2019 had approved the SBI Card-Employee Stock Option Plan-2019. Post- IPO of the Company, SBI Card - Employee Stock Option Plan- 2019 was ratified by the Shareholders through Postal Ballot on June 17, 2020.

The objective of employee stock option plan is to reward employees to align individual performance with Company objectives and drive Shareholders value creation, create a culture of ownership among the executives and employees to enhance their commitment to organization, motivate management to collaborate and work towards successful initial public offering and attract and retain key talent, critical to organizations success. The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, which was subsequently replaced by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The brief details of the Employee Stock Option Plan 2019 are detailed as below:

(a) Total Options granted during the year ended March 31,2026	Nil
Total Options granted till the date of report	1,34,75,650
(b) Number of options vested:
• During the year ended March 31,2026	Nil
• Total Options Vested as on the date of the Annual report	12,746,070
(c) Options exercised during the year;	2,12,900
(d) The total number of shares arising as a result of exercise of option;	2,12,900
(e) Options lapsed in FY 2025-26;	17,060
(f) The exercise price;	Rs. 152.10
(g) Variation of terms of options;	None
(h) Money realised by exercise of options during the year;	Rs. 3.24 Crores
(i) Total number of options in force;	71,315
(j) Employee wise details of options granted to;-
(i) Key managerial personnel;	No options were granted to the KMP during the FY 25-26
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	NIL
(iii) Identified employee who was granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	NIL

Company is using fair value method to value its options. The detailed disclosures pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been placed on website of the Company i.e. https://www. sbicard.com/en/who-we-are/annual-reports.page.

• SBI Card Employee Stock Option Plan 2023 (ESOP Plan 2023)

Pursuant to the recommendation of the Board of Directors at its Meeting held on June 5, 2023, the Shareholders of the Company through Postal Ballot on July 23, 2023, had approved ‘SBI Card Employee Stock Option Plan 2023. Further, SBI Card Employee Stock Option Plan 2023 was amended by the Shareholders through Postal Ballot on February 06, 2025.

The purpose of this Plan is to reward Employees to align individual performance with Company objectives; to create a culture of ownership and participation among the Employees to enhance their commitment to the Company; and to attract, motivate and retain talent, critical to the Companys success. The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The brief details of the Employee Stock Option Plan 2023 are detailed as below:

(a) Total Options granted during the year ended March 31,2026	NIL
Total Options granted till the date of report	5,71,877 [Restricted Share Units (RSU)- 3,46,604, Performance Share Units (PSU)- 2,25,273]
(b) Number of options vested during the year ended March 31, 2026	81,962
(c) Options exercised during the year;	30,397
(d) The total number of shares arising as a result of exercise of option;	30,397
(e) Options lapsed in FY 2025-26;	26,754 (RSU-9,827, PSU-16,927)
(f) The exercise price;	Rs.10/-
(g) Variation of terms of options;	None
(h) Money realised by exercise of options during the year;	Rs. 0.03 Crores
(i) Total number of options in force;	3,34,474 (RSU-1,59,692, PSU-1,74,782)
(j) Employee wise details of options granted to;-
(i) Key managerial personnel;	No options were granted to the KMP during the FY 25-26
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	NIL
(iii) Identified employee who was granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	NIL

Company is using fair value method to value its options. The detailed disclosures pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been placed on website of the Company i.e. https://www.sbicard.com/en/ who-we-are/annual-reports.page.

UPDATE ON CUSTOMER COMPLAINTS

Particulars	Gross Inflow		Gross Complaints		Net Complaints (Subset of Gross Inflow)
	As of March 31, 2026	As of March 31, 2025	As of March 31, 2026	As of March 31, 2025	As of March 31, 2026	As of March 31, 2025
No. of cases pending at the beginning of the year	2,613	3,223	2,500	2,802	100	97
No. of cases received during the year	160,221	193,971	116,487	135,713	8,484	5,476
No. of cases redressed during the year	160,148	194,581	116,424	136,015	8,493	5,473
No. of cases pending at the end of the year	2,686	2,613	2,563	2,500	91	100

Note:

Gross inflow means any issue raised by our customers across channels and recognized and tagged as a complaint basis the initial voice of the customer.

Gross Complaints is excluding 0-1 working day resolution for Internal Channel Gross inflow, implemented effective Apr22.

Net Complaints mean all gross complaints identified as complaints post validation and checking internal and external records including any document provided by the customers.

The Company receives complaints from both internal and external channels. Internal channels include various touch points within the organization i.e. in person by visiting SBI Card Office/branch, by telephone, mail, fax, e-mail, website, mobile app, or on social media channels. External channels include any customer approaching external bodies including Reserve Bank of India (RBI), Banking Ombudsman Office, Consumer Education & Protection Department (CEPD), Corporate Center of State Bank of India including complaints received from any external sources by them, Department of Public grievances/ Centralized Public Grievance Redress and Monitoring System (DOPG /CPGRAMS), National Consumer Helpline/Integrated Grievance Redressal Mechanism (NCH/ INGRAM), etc.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31,2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31,2026 is available on the Companys website at https://www.sbicard. com/en/who-we-are/annual-reports.page.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The Business Responsibility and Sustainability Report as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant SEBI Circulars, describing the initiatives taken by Company from environmental, social and governance perspective, has been appended herewith as Annexure 5 alongwith the Independent Reasonable Assurance Statement from SGS India Private Limited and is also displayed on the website of the

Company i.e. https://www.sbicard.com/en/who-we-are/ annual-reports.page.

ACTION WITH RESPECT TO SERVICES EXTENDED TO PERSONS WITH DISABILITIES

Digital Developments

The Company is continuously working to enable various web accessibility features on the website as per applicable guidelines to ease the website browsing and simplify the login process for the Cardholders with special needs. Some of these features are introduction of ‘Skip to Main Content, dark/light mode, text size changes on the homepage and other critical pages, Alt text & Labelling tags, Text to speech, Keyboard accessibility, Voice Captcha, Calendar accessibility on the login section. Website pre-login pages are enabled with H1 & H2 Tags and have been appropriately titled to support accessibility and keyboard support.

These developments demonstrate the Company commitment to inclusivity and compliance, ensuring that all customers, including those with disabilities, can use the website with ease and equity. Considering the overall scope, phased implementation is planned in such a way that customers get earliest benefits on the most important/used sections.

Employee Trainings

The Company implemented trainings framework for employees to sensitize them to interact with customers and employees with disabilities and provide any support which may be required.

Customer Support

The endeavor is to provide customers with fair treatment at all times. Accordingly, the Company has an assisted Credit Card application journey in place for persons with vision impairment and Hearing/Speech impairment, wherein, the application form is read out/shown and explained to Card applicants in presence of a witness (relatives). Most Important Terms and Conditions of the Card, fees and charges and features are explained and the applicant is helped in form filling. Adequate measures are in place to protect the interest of such customers with disabilities.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO of the Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the year ended March 31, 2026.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at https://www.sbicard.com/en/who-we-are/policies-and- codes.page. Pursuant to Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and Senior Management of the Company forms part of the Annual Report.

STATEMENT ON MATERNITY BENEFIT

During the year under review, the Company has complied with provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

CORPORATE GOVERNANCE INCLUDING DETAILS PERTAINING TO BOARD MEETINGS, PERFORMANCE EVALUATION, COMMITTEE DETAILS, VIGIL MECHANISM, CREDIT RATING, ETC.

The Company has a strong and committed corporate governance framework, which encompasses policies, processes and people, by directing, controlling and managing activities with objectivity, transparency and integrity.

The Company is committed to ensure fair and ethical business practices, transparent disclosures and reporting. The focus of the Company is on being compliant towards Statutory requirements, regulations and guidelines and ethical conduct of business throughout the organisation with primary objective of enhancing stakeholders value while being a responsible corporate citizen. In Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with Certificate from Practising Company Secretary regarding compliance of conditions of Corporate Governance has been appended herewith as Annexure 6 and forms part of this Annual Report.

Further, the Corporate Governance Report which forms part of this Report also covers the following:

(a) Particulars of the Board Meetings held during the financial year under review.

(b) The details with respect to composition of the Committees of the Board and establishment of Vigil Mechanism.

(c) The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made.

(d) Compliance with provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(e) The credit ratings of the Company as at the end of March 31, 2026.

(f) Name of the Debenture Trustees with full contact details.

ACKNOWLEDGEMENT

The Directors wish to thank the Reserve Bank of India, Companys Bankers, customers, shareholders, employees and collaborators for their valuable assistance, support and cooperation.

	For and on behalf of the Board
	Challa Sreenivasulu Setty
Date: July 24, 2026	CHAIRMAN
Place: Mumbai	DIN:08335249