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.

FINANCIAL SUMMARY, STATE OF COMPANY’S AFFAIRS AND BUSINESS PERFORMANCE

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

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
the overall profitability, and the Company delivered Profit after
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.

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

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.

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS 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.

DIVIDEND

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).

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 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.

RESERVES

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
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 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 fifteen months.

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.

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%. Company’s CAR is well above the regulatory
requirement at 22.85 % with 17.48% as Tier 1 Capital, as of
March 31, 2025.

DEBENTURES
ISSUE OF DEBENTURES

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.

REDEMPTION OF DEBENTURES

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.

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.
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 Company w.e.f.
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.

CORPORATE SOCIAL RESPONSIBILITY

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 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.

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-we-
are/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 as Annexure 2.

POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS

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, 2025 of the credit cards
issued to Directors of the Company was ' 0.05 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 AUDITOR’S 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 2024-25.

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.

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 w.e.f. October 11, 2024 as the CAG vide
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.

SECRETARIAL AUDIT REPORT AND SECRETARIAL
AUDITOR’S REPORT

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
financial year 2024-25. The Secretarial Audit Report 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.

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 FY 2025-26
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.

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 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.

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

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 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
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.

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 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.

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 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:

• Risk Management Policy

• Cyber Security Policy

^• Information Security Policy

• Vendor Risk Management Policy

^• Model Risk Management Policy

^• Business Continuity Management (BCM) Policy

^• Credit Risk Policy

^• Counter Party Risk Policy

^• Fraud Risk Management Policy

^• Operational Risk Management Policy

^• Cloud Adoption Policy

^• ICAAP Policy

The key governance bodies that have been established by SBI

Card for Risk Management include, inter alia, the following:

^• 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.

• 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
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.

• 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.

• 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.

• 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).

• Policy and Process Review Committee (PPRC) -

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

^• I nformation 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.

• 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.

^• 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 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.

• 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.

• 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.

• 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.

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 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.

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. It’s an optimum mix
of expertise (including financial expertise), leadership
and professionalism.

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

EMPLOYEE STOCK OPTION SCHEME(S)

• SBI Card Employees 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 - Employees Stock Option Plan - 2019.
Post- IPO of the Company, SBI Card - Employees Stock Option
Scheme - 2019 was ratified by 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.

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 Employees 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’.

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.

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

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 Apr’22.

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 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 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) t he 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 31,2025
is available on the Company’s 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

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.

Employee Trainings

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.

Customer Support

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.

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, 2025.

DECLARATION REGARDING COMPLIANCE BY BOARD
MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY’S 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 ACT, 1961

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

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

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) 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, 2025.

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

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.

For and on behalf of the Board

Challa Sreenivasulu Setty

Date: July 25, 2025 CHAIRMAN

Place: Mumbai DIN: 08335249