SBI Cards & Payment Services Ltd

Dear Members,

Your Directors' are pleased to present the Twenty Seventh (27^th) Annual Report along with the Audited Annual Accounts of your

Company for the financial year ended March 31, 2025.

The financial performance of the Company for the financial year ended March 31, 2025 and for the previous year is summarized below: –

( in Crores)

SBI Card is the 2^nd largest credit card issuer in the country in terms of cards-in-force. The Company crossed a major milestone of 2 Crore card base in FY25.

Cards-in-force grew by 10% to reach 2.08 Crore as on March 31, 2025. Retail spends of 3,08,779 Crore were at 18% YoY growth. Receivables grew by 10% YoY to close the year at 55,840 Crore.

The Company generated EBCC of 7,452 Cr in FY25 at 14% YoY growth. Credit costs including write-offs and provisions for FY25 stood at 4,872 Cr at 48% YoY increase. Gross credit costs as percentage of average receivables increased from

7.1% in FY24 to 9.0% in FY25. Higher credit costs impacted Company delivered Profit after theoverall Tax of 1,916 Crore at 20% YoY decline. Consequently, return on average assets (ROAA) declined to 3.1% in FY25 versus 4.6% in FY24 and return on average equity (ROAE) declined to 14.6% in FY25 versus 21.7% in FY24.

The detailed business and financial performance is explained in the Management & Discussions Analysis section of the

Annual Report.

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

Mr. Abhijit Chakravorty, former Managing Director and Chief Executive Officer of the Company resigned from the directorship and CEO Position with effect from close of business hours of

March 31, 2025. Thereafter, Ms. Salila Pande was appointed as the Managing Director and Chief Executive Officer of the Company with effect from April 1, 2025.

During FY 2024-25, the Company had allotted 3,88,435 Equity Shares of 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 Scheme 2019) at the exercise price of 152.10 per share. Accordingly, the paid-up capital of the Company increased from 9,50,96,85,190/-consisting of 95,09,68,519 equity shares of 10/- each as on March 31, 2024 to 9,51,35,69,540/-consisting of 95,13,56,954 equity shares of 10/- each as on March 31, 2025. There has been no change in the nature of business during the year under review.

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.

Management's Discussion and Analysis Report for the year under review, as stipulated under the Master Direction – Reserve

Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023, 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.

During the year ended March 31, 2025, the Board of Directors have declared interim dividend of 25% ( 2.50/- per equity share of the face value of 10/-) for the financial year 2024-25 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 2023-24 - 2.50/- per equity share).

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 Company's 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.

During the year ended March 31, 2025, the Company appropriated 383.28 Crores towards the Statutory Reserves ( 481.58 Crores in FY24) 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, 2025 is as follows:

Other Equity ( in Crores)

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 een months. AOC-2, is appended as Annexure 1 to the Board's 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 26^th Annual General Meeting held on August 9, 2024, 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 26^th Annual General Meeting and upto the date of the next annual general meeting of the Company for a period not exceeding

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 2025-26, the matters pertaining to entering into and/ or carrying out and/or continuing with material related party transactions with SBI and 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 are being placed for the approval of members at the ensuing AGM.

As per the Reserve Bank of India norms applicable for NBFC, the Company is required to keep a Capital Adequacy Ratio (CAR) of 15%. Company's CAR is well above the regulatory requirement at 22.85 % with 17.48% as Tier 1 Capital, as of March 31, 2025.

During the FY 24-25, the Company has raised money by issue and allotment of following debentures:

Raised 1,500 Crores by issue and allotment of 1,500

Fixed Rate, Unsecured, Rated, Taxable, Redeemable,

Subordinate Tier II, Listed Non-Convertible Debentures of 1,00,00,000/- each.

During the Financial Year 2024-25, following Non-Convertible

Debentures were duly redeemed on due date:

Series 24, 4,550 Unsecured Non-Convertible Debentures of 10,00,000/- each.

Series 25, 5,000 Unsecured Non-Convertible Debentures of 10,00,000/- each.

Series 26, 5,000 Unsecured Non-Convertible Debentures of 10,00,000/- each.

Series 27, 5,000 Unsecured Non-Convertible Debentures of 10,00,000/- each.

Series 28, 6,500 Unsecured Non-Convertible Debentures of 10,00,000/- each.

Series 19, 3,000 Unsecured Non-Convertible Debentures of 10,00,000/- each.

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.

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. Board consists of Eight Directors namely Mr. Challa Sreenivasulu Setty, Chairman, Non-Executive Director (Nominee of SBI);

Mr. Ashwini Kumar Tewari Non-Executive Director (Nominee of SBI); Mr. Shamsher Singh, Non-Executive Director (Nominee of SBI); Ms. Salila Pande, Managing Director & CEO (Nominee of SBI); Mr. Rajendra Kumar Saraf, Independent Director; Mr. Dinesh Kumar Mehrotra, Independent Director; Ms. Anuradha Nadkarni, Independent Director and Mr. Shriniwas

Yeshwant Joshi, Independent Director, as on the date of the Report.

Mr. Dinesh Khara, Chairman, Non-Executive Director (Nominee of SBI) resigned from the directorship of the Company with effect from close of business of August 27, 2024, consequent upon the completion of his term as Chairman of State Bank of India. Further, during the year under review, pursuant to Regulation 17(1D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the shareholder of the Company at the 26^th Annual General Meeting, had approved continuation of Directorship of Mr. Dinesh Khara, former Chairman serving on the Board of Directors of the Company for more than five years.

During the year under review, the Board of Directors of the Company appointed Mr. Challa Sreenivasulu Setty (DIN: 08335249) as Nominee Director (nominated by State Bank of India) and Chairman of the Board of the Company with effect from November 22, 2024, 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 also vide the resolution(s) passed through Postal Ballot conducted during the period under review, approved such appointment.

Mr. Nitin Chugh (DIN: 01884659), Non-Executive Director (Nominee of SBI) resigned from the directorship of the Company with effect from March 29, 2025, consequent upon his inability to devote adequate time for Board matters, due to his role in State Bank of India.

Mr. Abhijit Chakravorty (DIN: 09494533), the then Managing Director & CEO (Nominee of SBI) of the Company resigned from the directorship and CEO Position of the Company with effect from close of business hours of March 31, 2025, consequent upon his superannuation from the service of State Bank of India.

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.

Further, the Board of Directors of the Company appointed Mr. Shamsher Singh as a Non Executive Director (Nominee of SBI) (DIN: 09787674) of the Company 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.

Dr. Tejendra Mohan Bhasin, 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.

As on March 31, 2025, the Company had three Key Managerial Personnel namely Mr. Abhijit Chakravorty, Managing Director and Chief Executive Officer; Ms. Rashmi Mohanty, CFO and Ms. Payal Mittal Chhabra, Company Secretary. Company Secretary is also the Chief Compliance Officer of the October 1, 2024.

Your Directors, place on record their sincere appreciation for the contribution made by Mr. Dinesh Khara, Mr. Nitin Chugh, Mr. Abhijit Chakravorty and Dr. Tejendra Mohan Bhasin during their tenure on the Board of the Company.

Your 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 benefitingthousands 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.

Your 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 Company's website at https://www.sbicard.com/en/who-weare/policies-and-codes.page.

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 asw.e.f. October 11, 2024 as the CAG vide Annexure 2.

Company follows thefitand 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.

Companyw.e.f. The closing balance as on March 31, 2025 of the credit cards issued to Directors of the Company was 0.05 Crores.

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.

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 2024-25.

Statutory Audit was duly done by the said 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.

Further, M/s. APRA & Associates LLP, Chartered Accountants, (Registration No. 011078N/N500064) earlier appointed by CAG (Joint Statutory Auditor-I) w.e.f. September 30, 2024 had vacated the office its letter of the even date, appointed M/s. V.K. Dhingra & Co. Chartered Accountants, as the Joint Statutory Auditor I.

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, 2025.

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 2025-26 will be appointed by the Comptroller and Auditor General of India.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed M/s. Agarwal S. & Associates, Company Secretaries, as the Secretarial Auditor of the Company to carry out secretarial audit for the year 2024-25. The Secretarial Audit Report obtained financial 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.

Further, in terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, on the recommendation of the Audit Committee, approved the appointment of M/s Agarwal S. & Associates, as the Secretarial Auditors of the Company, to conduct the secretarial audit for five (5) consecutive years commencing from till FY 2029-30, subject to approval of the Members of the Company at the ensuing AGM, as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

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

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 2024-25.

The total amount involved in these frauds was 0.48 Crores and the recovery against this amount (pertaining to current year as well as the previous year) was 1.14 Crores.

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.

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. Management's Discussion and Analysis Report section covers the Technology aspect of the business in detail.

During FY 2024-25, the Company incurred foreign currency expense of an amount of 662.27 Crores on network, other service charges and other expenses (FY 2023-24: 687.94 Crores).

The dividend remitted for FY 2024-25 in foreign currency was NIL (FY 2023-24: NIL).

The foreign exchange earnings during FY 2024-25 were 612.47 Crores (FY 2023-24: 746.52 Crores). Income in foreign currency represents Incentive Income from network partners.

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 Company's 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 FY 2025-26 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.

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.

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's 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.

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 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. The Company has also reviewed and refreshed the Risk Management Framework in line with Regulatory Requirements, International Standards and Industry Best Practice, with the assistance of an independent external expert.

Risk Appetite - The Company acknowledges risk taking as a fundamental characteristic of providing financial services It is inherent to the Company's 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, and covering all regulatory assessments.

Risk Culture and Awareness - The Company's 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 operational risk management and respective roles and responsibilities relating thereto.

Risk Management Policies - 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 Risk Management Policies of the Company include, inter alia, the following: ⁿ Risk Management Policy ⁿ Cyber Security Policy ⁿ Information Security Policy ⁿ Vendor Risk Management Policy ⁿ Model Risk Management Policy ⁿ Business Continuity Management (BCM) Policy ⁿ Credit Risk Policy ⁿ Counter Party Risk Policy ⁿ Fraud Risk Management Policy ⁿ Operational Risk Management Policy ⁿ Cloud Adoption Policy ⁿ ICAAP Policy

The key governance bodies that have been established by SBI Card for Risk Management include, inter alia, the following: ⁿ Board of Directors - Primarily responsible for ensuring effective management of the operational 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. ⁿ 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. ⁿ Enterprise Risk Management Committee (ERMC) - The

ERMC of the Company is chaired by the MD & CEO. The CRO of the Company is the secretary to the Committee. The ERMC discusses and resolves issues under the guidance of the RMCB and the Board. ⁿ 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. ⁿ Portfolio and Strategy Committee (PSC) - Management level committee chaired by the MD and CEO. It provides oversight over and reviews portfolio performance and asset quality. It deliberates on all key issues related to this subject and drives appropriate interventions and reports into ERMC and RMCB. ⁿ Credit Approval Committees - These are management level committees set up to decide Corporate Card limit exposures up to a maximum of Rs 15 Cr (unsecured) and 20 Cr (Secured). ⁿ Policy and Process Review Committee (PPRC) -

Management level committee chaired by MD and CEO, to review/Approve new Policies, Processes, and changes thereto. ⁿ 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. ⁿ Vendor Risk Management Committee (VRMC) -

Management level committee, Chaired by COO, to provide oversight over the management of Vendor Risk, reporting into the ERMC and RMCB. ⁿ 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. ⁿ 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. n Committee of Executives for Monitoring and Follow-Up of cases of Frauds (COEMF) - Management level committee for review of Early Warning Signals for Fraud Risk and to review fraud losses > 5 lacs. n New Product Introduction Committee (NPI) -

Management level Committee, chaired by MD and CEO, set up to evaluate and decide on launch of new products, including co-brand associations. ⁿ Asset Liability Committee - Management level committee, chaired by MD and CEO, established to set and implement the Company's policy and strategy in respect of the management of its balance sheet. n 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.

Further, the Company has taken note of "RBI guidance note on operational risk management and resilience issued in Apr'24" and accordingly aligned its, Operational risk policy and process manuals, including the supporting manual like RCSA, Incident loss, KRMI/KRMI Framework etc. to upgrade and enhance its policies, processes, systems, practices and tools. These changes provide a more structured approach to the identification, assessment, monitoring, and reporting of operational risks.

A Risk aggregation mechanism has been introduced to provide a comprehensive enterprise-level risk view. Further, a structured approach for acceptance or mitigation of residual high risks has been formalized, ensuring operational risks are treated and mitigated as and when Risk severity is High. Additionally, the Company is in the process of implementing a GRC tool to automate and centralize all Operational risk management related processes/ activities on to a unified platform.

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 employee's 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 Company's website. In accordance with Section 136 of the Companies Act, 2013, this information is available for inspection by shareholders.

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.

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

Further, during the period under review, no Independent Director was appointed/ re-appointed.

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 - Employees Stock Option Plan 2019. Post- IPO of the Company, SBI Card - Employees Stock Option Scheme 2019 was ratifiedby the Shareholders through Postal Ballot on 17^th June 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 organization's 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 Employees Stock Option Plan 2019 are detailed as below:

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

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'.

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 Company's success.

The Scheme is in compliance with the Securities and Exchange

Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Further, during the period under review the shareholders of the

Company vide postal ballot resolution dated February 6, 2025 had approved the amendment in Clause 9.7 of the SBI Card Employee Stock Option Plan 2023. Following is the amended Clause 9.7 of the ESOP Plan 2023.

"Restricted Share Units (RSU)

Vesting of Options in each year shall be contingent upon all the below conditions being met: i) the Participant being actively and continuously employed with the Company i.e., not having resigned and / or not serving notice period, ii) the Participant meeting a ‘ME' ("Meets Expectations") or above rating for the appraisal cycle immediately prior to the relevant Vesting Date."

The relevant details and the rationale behind the amendments in ESOP Plan 2023 are mentioned in the Explanatory Statement accompanying the Notice of the Postal Ballot dated January 2, 2025. The said notice is available on the website of the Company at www.sbicard.com. Further, the amended ESOP Plan 2023 is also available on the website of the Company.

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

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

Gross inflowmeans 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,

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.

Pursuant to Section 134(3)(c) of the Companies Act, 2013 your

Directors state that:

(a) in the preparation of the annual accounts for the year ended

March 31, 2025, 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 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.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31, 2025 is available on the Company's website at https://www.sbicard. com/en/who-we-are/annual-reports.page.

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.

SBI Card has implemented various web accessibility features on the website as per applicable guidelines, to ease the login process for the Cardholders with special needs. Some of these features are Alt text & Labelling tags, Text to speech, Keyboard accessibility, Voice Captcha, Calendar accessibility. Website pre-login pages are enabled with H1 & H2 Tags and have been appropriately titled to support accessibility and keyboard support.

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

The endeavor is to provide customers with fair treatment at all times. Accordingly, SBI Card has an assisted Credit Card application journey in place for person's 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.

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, 2025.

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 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.

During the year under review, the Company has complied with provisions relating to the Maternity Benefit Act, 1961.

Your 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.

Your 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 stakeholder's 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) P articulars of the Board Meetings held during the 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) Compl iance 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, 2025.

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

Your Directors wish to thank the Reserve Bank of India, Company's Bankers, customers, shareholders, employees and collaborators for their valuable assistance, support and cooperation.

Date: July 25, 2025 CHAIRMAN Place: Mumbai DIN: 08335249