Directors Report of SBI Cards and Payment Services Ltd.

Mar 31, 2025

Your Directorsâ 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 COMPANYâS 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: -

S. No	Particulars	FY 2024-25	FY 2023-24
1	Income	18,637.15	17,483.50
2	Finance Cost	3,178.40	2,595.22
3	Operating & Other Expenses	12,731.25	11,459.73
4	Depreciation and Amortization	146.82	196.75
5	Profit /(Loss) Before Tax	2,580.68	3,231.80
6	Tax	664.27	823.92
7	Profit /(Loss) After Tax	1,916.41	2,407.88
8	Add: Opening surplus in statement of profit and loss	7,728.02	6,042.02
9	Add: Transfer from/to other comprehensive income	-0.49	-1.17
10	Less: Amount transferred from retained earnings for unclaimed customer credit balance above 10 years	1.23	1.39
11	Less: Transfer to Statutory Reserve	383.28	481.58
12	Less: Interim equity dividend	237.74	237.74
	(amount '' 2.50 per share in FY 24-25, '' 2.50 per share in FY 23-24)
13	Balance of P&L Account C/F to Balance Sheet	9,021.69	7,728.02

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.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Managementâs 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 (âListing Regulations") the Dividend
Distribution Policy of the Company is available on Companyâs
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)

Pa rticulars	FY 2024-25	FY 2023-24
Capital Redemption Reserve	3.40	3.40
General Reserve	28.03	24.37
Statutory Reserves	2,651.63	2,268.35
Capital Reserve (on account of amalgamation)	(71.51)	(71.51)
Securities Premium	1,166.10	1,154.93
Retained Earnings	9,021.69	7,728.02
Share application money pending allotment	-	0.04
Share Options outstanding account	15.41	12.75
Cash flow hedging reserve	-	-
Equity investment - OCI	15.61	12.71
Total	12,830.36	11,133.06

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 Boardâs 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%. Companyâs 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:

â¢ 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:

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

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

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

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

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

â¢ 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

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
Companyâs 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

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 âfit and properâ 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 AUDITORâS REPORT

During the year under review, the office of the Comptroller
and Auditor General of India (hereinafter referred to as
âCAG") 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
Auditorsâ 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
AUDITORâS 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

part of the ongoing processes in the Company. Managementâs
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 Companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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:

â¢ Risk Management Policy

â¢ Cyber Security Policy

^â¢ Information Security Policy

â¢ Vendor Risk Management Policy

^â¢ Model Risk Management Policy

^â¢ Business Continuity Management (BCM) Policy

^â¢ Credit Risk Policy

^â¢ Counter Party Risk Policy

^â¢ Fraud Risk Management Policy

^â¢ Operational Risk Management Policy

^â¢ Cloud Adoption Policy

^â¢ ICAAP Policy

The key governance bodies that have been established by SBI

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

^â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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).

â¢ Policy and Process Review Committee (PPRC) -

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

^â¢ 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.

â¢ 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.

^â¢ 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.

â¢ 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.

â¢ Committee of Executives for Monitoring and FollowÂ¬
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.

â¢ 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.

â¢ Asset Liability Committee - Management level
committee, chaired by MD and CEO, established to set
and implement the Companyâs policy and strategy in
respect of the management of its balance sheet.

â¢ 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 âRBI guidance note
on operational risk management and resilience issued in
Aprâ24" 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

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 Companyâs 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. Itâs 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)

â¢ 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 Shareholdersâ 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
organizationâs 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.

^(a)	Total Options granted during the year ended March 31,2025	Nil
	Total Options granted till the date of report	1,34,75,650
(b)	Number of options vested: â¢ During the year ended March 31,2025 â¢ Total Options Vested as on the date of the Annual report	52,780 12,746,070
^(c)	Options exercised during the year;	3,85,835
(d)	The total number of shares arising as a result of exercise of option;	3,85,835
^(e)	Options lapsed in FY 2024-25;	2,250
(f)	The exercise price;	'' 152.10
⁽g⁾	Variation of terms of options;	None
(h)	Money realised by exercise of options during the year;	'' 5.87 Crores
(i)	Total number of options in force;	301,275
(j)	Employee wise details of options granted to;
(i)	Key managerial personnel;	No options were granted to the KMP during the FY 24-25
(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

â¢ 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
âSBI Card Employee Stock Option Plan 2023â.

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 Companyâs 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.

âRestricted 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 âMEâ (âMeets 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.

(a)	Total Options granted during the year ended March 31, 2025	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, 2025	NIL
^(c)	Options exercised during the year;	NIL
(d)	The total number of shares arising as a result of exercise of option;	NIL
^(e)	Options lapsed in FY 2024-25;	1,42,130
(f)	The exercise price;	''10/-
⁽g⁾	Variation of terms of options;	None
(h)	Money realised by exercise of options during the year;	NIL
(i)	Total number of options in force;	3,95,225
(j)	Employee wise details of options granted to;-
(i)	Key managerial personnel;	No options were granted to the KMP during the FY 24-25
(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	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

	Gross	Inflow	Gross Co	mplaints	Net Com (Subset of G	plaints ross Inflow)
	As of March 31, 2025	As of March 31, 2024	As of March 31, 2025	As of March 31, 2024	As of March 31, 2025	As of March 31, 2024
No. of cases pending at the beginning of the year	3,223	3,225	2,802	2,724	97	78
No. of cases received during the year	193,971	315,634	135,713	170,640	5,476	6,208
No. of cases redressed during the year	194,581	315,636	136,015	170,562	5,473	6,189
No. of Cases pending at the end of the year	2,613	3,223	2,500	2,802	100	97

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 Aprâ22.

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

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.

DIRECTORSâ 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 Companyâs 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 personâs 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 COMPANYâS 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 stakeholderâs 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,
Companyâs 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

Mar 31, 2023

Your Directorsâ are pleased to present the Twenty Fifth (25^th) Annual Report along with the Audited Annual Accounts of your Company for the financial year ended March 31, 2023.

FINANCIAL SUMMARY, STATE OF COMPANYâS AFFAIRS AND BUSINESS PERFORMANCE

The financial performance of the company for the financial year ended March 31, 2023 and for the previous year is summarized below: -

('' In Crores)
S.No	Particulars	2022-23	2021-22
1	Income	14285.67	11301.52
2	Finance Cost	1647.63	1027.32
3	Operating & Other Expenses	9443.66	7953.48
4	Depreciation and Amortization	163.81	148.56
5	Profit /(Loss) Before Tax	3030.57	2172.16
6	Tax	772.10	556.02
7	Profit /(Loss) After Tax	2258.47	1616.14
8	Add: Opening surplus in statement of profit and loss	4481.06	3418.78
9	Add: Transfer from/to other comprehensive income	(3.41)	5.16
10	Less: Amount transferred from retained earnings for unclaimed customer credit balance above 10 years	5.89	NIL
11	Less: Transfer to Statutory Reserve	451.69	323.23
12	Less: Interim equity dividend (amount '' 2.50 per share in FY 22-23, '' 2.50 per share in FY 21-22)	236.52	235.79
13	Balance of P&L Account C/F to Balance Sheet	6042.02	4481.06

In FY23, the Company sourced 52.02 lacs new accounts with 46% YoY growth. Cards-in-force grew by 22% to reach 1.68 Crore as on March 31, 2023. The Company generated spends of '' 2,62,498 Crore at 41% YoY growth. In terms of cards-in-force and spends, SBI Card is the 2^nd largest credit card issuer. Receivables grew by 30% YoY to close the year at '' 40,722 Crore.

Backed by robust portfolio growth, the Company delivered an impressive Profit after Tax of '' 2,258.47 Crore at 40% YoY growth with ROAA of 5.6% and ROAE of 25.3%.

The detailed business and financial performance is covered 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 financial year 2022-23, the Company had allotted 29,01,900 Equity Shares of '' 10/- each to the eligible employees 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 '' 9,43,17,24,890/-consisting of 94,31,72,489 equity shares of '' 10/- each as on March 31, 2022 to '' 9,46,07,43,890/-consisting of 94,60,74,389 equity shares of '' 10/- each as on March 31,2023. There has been no change in the nature of business during the year under review.

ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review there was no alteration in Memorandum of Association and Articles of Association.

The Securities and Exchange Board of India vide its notification number SEBI/LAD-NRO/GN/2023/119 dated February 2, 2023 (âSEBI Notification"), had amended the Securities and Exchange

Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (âSEBI NCS Regulation").

Pursuant to the amendment(s), If an issuer is a company, it shall ensure that its Articles of Association require its Board of Directors to appoint the person nominated by the debenture trustee(s) in terms of clause (e) of sub regulation (1) of regulation 15 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as a director on its Board of Directors.

Further, pursuant to Regulation 15(1)(e) of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, it shall be the duty of every debenture trustee to appoint a nominee director on the Board of the company in the event of:

(i) two consecutive defaults in payment of interest to the debenture holders; or

(ii) default in creation of security for debentures; or

(iii) default in redemption of debentures.

Accordingly, in order to comply with the said amendment the Board of Directors of the Company at its meeting held on July 10, 2023, had inter alia, approved the insertion of a new clause 33(ii)(e) in the Articles of Association of the Company, subject to the approval of the member of the Company by way of special resolution.

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.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year under review, as stipulated under the Master Direction - NonBanking Financial Company - Systemically Important NonDeposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, 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, 2023, 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 2022-23 in accordance with provisions of the Companies Act, 2013 and the Dividend Distribution Policy of the Company, as amended. (FY 2021-22 - '' 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 (âListing Regulations") the Dividend Distribution Policy of the Company is available on Companyâs website at https://www.sbicard.com/sbi-card-en/assets/docs/ pdf/who-we-are/notices/sbi-cards-dividend-policy.pdf . The dividend distribution policy forms a part of this report.

RESERVES

During the year ended March 31, 2023, the Company appropriated '' 451.69 Crores towards the Statutory Reserves ('' 323.23 Crores in FY22) 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, 2023 is as follows: Other Equity (Figure in '' Crores)
Particulars	2022-23	2021-22
Capital Redemption Reserve	3.40	3.40
General Reserve	21.12	13.11
Statutory Reserves	1,786.77	1,335.08
Capital Reserve (on account of amalgamation)	(71.51)	(71.51)
Securities Premium	1,049.16	988.09
Retained Earnings	6,042.02	4,481.06
Share application money pending allotment	-	-
Share Options outstanding account	40.13	47.97
Cash flow hedging reserve	(0.34)	-
Equity investment - OCI	13.23	12.32
Total	8,883.99	6,809.52

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 Boardâs 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 24^th Annual General Meeting held on August 26, 2022, 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) for the Financial Year 2022-23 and thereafter upto the date of the next annual general meeting of the Company to be held in FY 2023-24 or fifteen months from the date of 24^th Annual General Meeting, whichever is earlier.

Since the approval as mentioned above is valid upto the date of the Annual General Meeting of the Company to be held in FY 2023-24, 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 25^thAnnual 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%. Companyâs CAR is well above the regulatory requirement at 23.08% with 20.37% as Tier 1 Capital, as of March 31,2023.

DEBENTURES ISSUE OF DEBENTURES

During the Financial Year 2022-23, your Company has raised money by issuance and allotment of following debentures:

â¢ '' 750 Crores - 7,500 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of face value of '' 10,00,000/- each.

â¢ '' 250 Crores - 250 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Subordinate Tier II, Listed, Non-Convertible Debentures of face value of '' 1,00,00,000/- each.

â¢ '' 500 Crores - 5,000 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of face value of '' 10,00,000/- each.

â¢ '' 350 Crores - 3,500 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed, Non-Convertible Debentures of face value of '' 10,00,000/- each.

REDEMPTION OF DEBENTURES

During the Financial Year 2022-23, following Non-Convertible Debentures were duly redeemed on due date:

â¢ Series 06, 1000 Unsecured Non-Convertible Debentures of '' 10,00,000/- each.

â¢ Series 13, 4500 Unsecured Non-Convertible Debentures of '' 10,00,000/- each.

â¢ Series 15, 1750 Unsecured Non-Convertible Debentures of '' 10,00,000/- each.

â¢ Series 17, 4100 Unsecured Non-Convertible Debentures of '' 10,00,000/- each.

â¢ Series 18, 3000 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 (âBoard") 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. Dinesh Khara, Chairman, Non-Executive Director (Nominee of SBI); Mr. Rama Mohan Rao Amara, Managing Director & CEO (Nominee of SBI); Mr. Mihir Narayan Prasad Mishra, Non-Executive Director (Nominee of SBI); Dr. Tejendra Mohan Bhasin, Independent Director; 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.

During the year under review, Mr. Ashwini Kumar Tewari, Non-Executive Director (Nominee of SBI) resigned from the directorship of the Company with effect from July 14, 2022, consequent upon his stepping down from the position of Managing Director (IB, T & S) in State Bank of India.

Further, the Board of Directors of the Company appointed Mr. Swaminathan Janakiraman as a Non - Executive Director (Nominee of SBI) (DIN: 08516241) of the Company w.e.f.

July 22, 2022, 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 at their 24^th Annual General Meeting held on August 26, 2022 had approved appointment of Mr. Swaminathan Janakiraman as a Nominee Director (Non - Executive Director, Nominee of SBI) (DIN: 08516241) of the Company w.e.f. July 22, 2022. Further, Mr. Swaminathan Janakiraman resigned from the directorship of the Company with effect from June 26, 2023, consequent upon his appointment as Deputy Governor, Reserve Bank of India.

Mr. Nalin Negi, Chief Financial Officer of the Company had tendered his resignation from the services of the Company and was ceased to be the Chief Financial Officer of the Company w.e.f. July 31, 2022.

During the year under review, the Shareholders of the Company at their 24^th Annual General Meeting held on August 26, 2022 have approved re-appointment of Mr. Dinesh Kumar Mehrotra (DIN: 00142711) and Ms. Anuradha Nadkarni (DIN: 05338647) as Independent Directors of the Company for the second term of three years w.e.f. from November 14, 2022.

The Shareholders of the Company have also approved reappointment of Mr. Rama Mohan Rao Amara as Managing Director and CEO of the Company for a further period of one year w.e.f. January 30, 2023.

Further, during the year under review, Ms. Rashmi Mohanty was appointed as the Chief Financial Officer of the Company w.e.f. October 21, 2022.

As on March 31,2023, the Company had three Key Managerial Personnel namely Mr. Rama Mohan Rao Amara, MD and CEO; Ms. Rashmi Mohanty, CFO and Ms. Payal Mittal Chhabra, Company Secretary. Company Secretary also act as Compliance Officer of the Company for the purposes of SEBI, Stock Exchanges and other listing compliances.

The shareholders of the Company at the 23^rd Annual General Meeting held on August 26, 2021, had appointed Mr. Shriniwas Yeshwant Joshi (DIN: 05189697) as Independent Director of the Company for a term of three years w.e.f. December 4, 2020 till December 3, 2023. Accordingly, the term of Mr. Shriniwas Yeshwant Joshi will conclude on December 3, 2023.

In view of the knowledge, background, experience and contribution (including time commitment) made by Mr. Joshi during his tenure, it would be in the interest of the Company to have continued association with him as Independent Director. Accordingly, the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Shriniwas Yeshwant Joshi as Independent Director of the Company for the second term of three years w.e.f. from December 4, 2023 to December 3, 2026. Further, the Board of Directors of the Company, at its meeting held on July 10, 2023, recommended to the shareholders, re-appointment of Mr. Shriniwas Yeshwant Joshi as Independent Director of the Company for the second term of

three years w.e.f. from December 4, 2023 to December 3, 2026. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 proposing his candidature for re-appointment as an Independent Director on the Board of the Company.

Mr. Rama Mohan Rao Amara, Managing Director & CEO of the Company has tendered his resignation from the directorship and CEO Position of the Company, owing to his transfer back to State Bank of India and will cease to be the Managing Director & CEO of the Company w.e.f. the close of business hours on August 11, 2023.

Further, the Board of Directors of the Company at its meeting held on July 10, 2023 appointed Mr. Abhijit Chakravorty (DIN: 09494533) (nominee of SBI) as Managing Director & CEO of the Company for a period of two years w.e.f. Saturday, August 12, 2023, subject to the approval of members of the Company. Nomination and Remuneration Committee and the Board of Directors recommends appointment of Mr. Abhijit Chakravorty, as Managing Director & CEO of the Company.

Your Directors place on record their sincere appreciation for the contribution made by Mr. Ashwini Kumar Tewari, Mr. Swaminathan Janakiraman and Mr. Rama Mohan Rao Amara 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 integrated Corporate Social Responsibility into its business practices. Your Company has taken up innovative CSR projects with an aim of creating sustainable impact by facilitating access, enhancing collaboration, and building capacity in areas such as Education, Health, Environment sustainability, Skill Development and Disaster Management.

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, Your Company has formulated a CSR policy. The contents of this policy are available on the Companyâs website at https://www.sbicard.com/en/who-we-are/policies-and-codes.page.

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

Nomination and Remuneration Policy of the Company. Further, the Nomination and Remuneration Committee is responsible to ensure âfit and properâ 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, 2023 of the credit cards issued to Directors of the Company was '' 0.03 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 âCAG") exercising the power conferred under section 139 of the Companies Act, 2013, appointed M/s. Mahesh C Solanki & Co., Chartered Accountants, (Firm Registration No. 006228C) and M/s. Ambani & Associates LLP (Firm Registration No. 016923N) as the Joint Statutory Auditors of the Company for the financial year 2022-23. Statutory Audit was duly done by the referred firms. Also, Supplementary Audit of the Company was conducted by Principal Director of Audit (Industry & Corporate Affairs), New Delhi in accordance with Section 143 of the Companies Act, 2013.

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

The Statutory Auditorsâ report and Comments of the CAG are self-explanatory in nature and does not require any comments from Directors of the Company.

Further, Statutory Auditors of the Company, single or joint for the Financial Year 2023-24 will be appointed by the Comptroller and Auditor General of India.

SECRETARIAL AUDIT REPORT

M/s. Chandrasekaran 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 the FY 2022-23.

The total amount involved in these frauds was '' 0.69 Crores and the recovery against this amount (pertaining to current year as well as the previous years) was '' 0.52 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. Managementâs Discussion and Analysis Report section covers the Technology aspect of the business in detail.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During FY 2022-23, the Company incurred foreign currency expense of an amount of '' 607.48 Crores on network, other service charges and other expenses (FY 2021-22: '' 446.39 Crores).

The dividend remitted for the FY 2022-23 in foreign currency was '' NIL (FY 2021-22: '' NIL).

The foreign exchange earnings during the FY 2022-23 were '' 792.92 Crores (FY 2021-22: '' 462.34 Crores) Income in foreign currency represents Incentive Income from network partners.

INTERNAL FINANCIAL CONTROLS

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 and has obtained certificate from Statutory Auditor in this regard.

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 Companyâs 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

Company has in place a robust and comprehensive Risk Management framework enumerating risk based decision making and risk management processes encompassing existing risks, new risks that may have arisen, the likelihood and impact of risks and reporting significant changes adjusting to the risk priorities. Management Discussion and Analysis Report section covers this aspect of the business in detail.

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 employeeâs 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 aforesaid information. Shareholders interested in obtaining this information may access the same from the Companyâs 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 Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity. They are highly qualified, recognized, experienced (including proficiency) and respected individuals in their respective fields. Itsâ an optimum mix of expertise (including financial expertise), leadership and professionalism.

EMPLOYEE STOCK OPTION SCHEME(S)

â¢ SBI Card Employees Stock Option Plan 2019 (ESOP Plan 2019)

Pursuant to the recommendation of the Board of Directors in 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 share-holdersâ value creation, create a culture of ownership among the executives, works towards successful Initial Public offering and employees to enhance their commitment to organization, motivate management to collaborate and attract and retain key talent, critical to organizationsâ 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 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.

DIRECTORSâ 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 31,2023, 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, 2023 is available on the Companyâs 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 Requirement) Regulations, 2015 describing the initiatives taken by Company from environmental, social and governance

perspective, has been appended herewith as Annexure 5 and is also displayed on the website of the Company i.e. https://www.sbicard.com/en/who-we-are/annual-reports.page.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirement) 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, 2023.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYâS 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.

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 organization with primary objective of enhancing stakeholderâs 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, 2023.

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board Dinesh Khara

Date: July 10, 2023 CHAIRMAN

Place: Mumbai DIN: 06737041

Mar 31, 2022

Your Directors are pleased to present the Twenty Fourth (24th) Annual Report along with the Audited Annual Accounts of your Company for the financial year ended March 31, 2022.

FINANCIAL SUMMARY, STATE OF COMPANYâS AFFAIRS AND BUSINESS PERFORMANCE

The financial performance of the Company for the financial year ended March 31,2022 and for the previous year is summarized below: -

			('' In Crores)
S. No.	Particulars	2021-22	2020-21
1	Income	11301.52	9713.58
2	Finance Cost	1027.32	1043.40
3	Operating & Other Expenses	7953.48	7223.19
4	Depreciation and Amortization	148.56	123.26
5	Profit /(Loss) Before Tax	2172.16	1323.73
6	Tax	556.02	339.21
7	Profit /(Loss) After Tax	1616.14	984.52
10	Add: Opening surplus in statement of profit and loss	3418.78	2719.51
11	Add: Transfer from other comprehensive income	5.16	5.55
12	Less: Transfer to Statutory Reserve	323.23	196.90
13	Less: Interim equity dividend declared (amount '' 2.50 per share in FY 21-22, '' 1 in FY 20-21)	235.79	93.90
14	Balance of P&L Account C/F to Balance Sheet	4481.06	3418.78

In FY22, the Company sourced 35.72 lacs new accounts at 33% YoY. Cards-in-force grew by 16% to reach 1.38 Crore as on March 31, 2022. In terms of cards-in-force, SBI Card is the 2nd largest credit card issuer. The company generated spends of ''1,86,353 Crore at 52% YoY. Receivables grew by 25% to close the year at ''31,281 Crore The remarkable portfolio growth has been achieved despite COVID related economic lockdown in the 1st quarter of FY22.

Backed by robust portfolio growth, the company delivered an impressive Profit after Tax of ''1,616 Crore at 64% YoY with ROAA of 5.4% and ROAE of 22.8%.

The detailed business and financial performance are covered 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 financial year 2021-22, the Company had allotted 26,47,033 Equity Shares of ''10/- each to the eligible employees 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 '' 9,40,52,54,560/-consisting of 94,05,25,456 equity shares of ''10/- each as on March 31, 2021 to '' 9,43,17,24,890/-consisting of 94,31,72,489 equity shares of ''10/- each as on March 31,2022.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.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year under review, as stipulated under the Master Direction -Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, 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, 2022, the Board of Directors have declared interim dividend of 25% (''2.50 per

equity share of the face value of ''10.00) for the financial year 2021-22 in accordance with provisions of the Companies Act, 2013 and the Dividend Distribution Policy of the Company, as amended. (March 31, 2021 - NIL)

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations") the Dividend Distribution Policy of the Company is available on Companyâs website at www.sbicard.com. The dividend distribution policy forms a part of this report.

RESERVES

During the year ended March 31, 2022, the Company appropriated ''323.23 Crores towards the Statutory Reserves (''196.90 Crores in FY21) 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, 2022 is as follows:

Other Equity Particulars	^(Fig^u	re in '' Crores)
Other Equity Particulars	2021-22	2020-21
Capital Redemption Reserve	3.40	3.40
General Reserve	13.11	13.08
Statutory Reserves	1,335.08	1,011.85
Capital Reserve (on account of amalgamation)	(71.51)	(71.51)
Securities Premium	988.09	935.19
Retained Earnings	4,481.06	3,418.78
Share application money pending allotment	-	2.92
Share Options outstanding account	47.97	40.50
Equity investment - OCI	12.32	7.29
Total	6,809.52	5,361.50

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 Boardâs Report. The Related Party Transactions Policy of the Company is available on the website of the Company and can be accessed at www.sbicard.com.

Pursuant to the provisions of Regulation 23 (4) of Listing Regulations, the Company has necessary approval of the Members for material related party transaction(s) undertaken in the FY 2021-22. Further, pursuant to the Clarification issued by SEBI vide its Circular No. SEBI/HO/ CFD/CMD1/CIR/P/2022/47 dated April 8, 2022, the Material Related party Transactions entered/ to be entered during the FY 2022-23 and thereafter till the next annual general meeting of the Company to be held in FY 202324 or fifteen months from the date of 24th Annual General Meeting, whichever is earlier, 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 %. Companyâs CAR is well above the regulatory requirement at 23.83% with 21.03% as Tier 1 Capital, as of March 31, 2022.

DEBENTURES ISSUE OF DEBENTURES

During the Financial Year 2021-22, your Company has raised money by issue and allotment of following debentures:

â¢ Raised '' 455 Crores by issue and allotment of 4,550 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of ''10,00,000/-each.

â¢ Raised '' 500 Crores by issue and allotment of 5,000 Fixed

Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of ''10,00,000/-

each.

â¢ Raised '' 500 Crores by issue and allotment of 5,000 Fixed

Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of ''10,00,000/-

each.

â¢ Raised '' 500 Crores by issue and allotment of 5,000 Fixed

Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of ''10,00,000/-

each.

â¢ Raised '' 650 Crores by issue and allotment of 6,500 Fixed

Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of ''10,00,000/-

each.

REDEMPTION OF DEBENTURES

During the Financial Year 2021-22, following Non-Convertible Debentures were duly redeemed on due date:

â¢ Series 05, 1000 Unsecured Non-Convertible Debentures of '' 10,00,000/- each.

â¢ Series 10, 1100 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 exempt 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 (âBoard") is in terms of the Companies Act, 2013, the RBI Directions and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Board consists of Nine Directors namely Mr. Dinesh Khara, Chairman, Non-Executive Director (Nominee of SBI); Mr. Swaminathan Janakiraman, Non-Executive Director (Nominee of SBI); Mr. Rama Mohan Rao Amara, Managing Director & CEO (Nominee of SBI); Mr. Mihir Narayan Prasad Mishra, Non-Executive Director (Nominee of SBI); Dr. Tejendra Mohan Bhasin, Independent Director; 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.

During the year under review, Mr. Ashwini Kumar Tewari (DIN: 08797991) and Mr. Mihir Narayan Prasad Mishra (DIN: 08321878) were appointed as Non - Executive Director (Nominee of SBI) of the Company w.e.f. April 5, 2021 and June 18, 2021, respectively.

Mr. Devendra Kumar, Non-Executive Director (Nominee of SBI) resigned from the directorship of the Company with effect from close of business of June 8, 2021, consequent upon change in his responsibilities in the State Bank of India.

Further, CA Rover Holdings (CARH) vide its letter dated June 18, 2021 had informed the Board of Directors (âBoard") of the Company that its shareholding in the Company had reduced to less than 10%. In terms of Article 33(ii)(b) of the Articles of Association of the Company, CARHâs right to nominate a director on the Board of the Company, being an Investor Shareholder, was subject to its shareholding amounting to at least 10%. Accordingly, vide the said letter CARH, had also offered to the Board to withdraw the nomination made by it for Mr. Sunil Kaul. The Board of the Company had accepted the withdrawal of nomination by CARH.

Accordingly, Mr. Sunil Kaul (nominated by CARH) (holding DIN: 05102910), resigned from the Directorship of the Company w.e.f. June 18, 2021.

During the year under review the Shareholders of the Company have approved re-appointment of Dr. Tejendra Mohan Bhasin and Mr. Rajendra Kumar Saraf as Independent Directors of

the Company for a second term of three years i.e. w.e.f. June 28, 2022 and August 14, 2022, respectively.

As on March 31,2022, the Company had three Key Managerial Personnel namely Mr. Rama Mohan Rao Amara, MD and CEO; Mr. Nalin Negi, CFO and Ms. Payal Mittal Chhabra, Company Secretary. Company Secretary also act as Compliance Officer of the Company for the purposes of SEBI, Stock Exchanges and other listing compliances.

Mr. Nalin Negi, Chief Financial Officer of the Company has tendered his resignation from the services of the Company and will cease to be the Chief Financial Officer of the Company w.e.f. July 31, 2022.

The shareholders of the Company at their Extra-ordinary General Meeting held on November 15, 2019 had appointed Mr. Dinesh Kumar Mehrotra and Ms. Anuradha Nadkarni as Independent Directors of the Company for a term of three years w.e.f. November 14, 2019 till November 13, 2022. Accordingly, the term of Mr. Mehrotra and Ms. Nadkarni will conclude on November 13, 2022.

In view of the knowledge, background, experience and contribution (including time commitment) made by Mr. Mehrotra and Ms. Nadkarni during their tenure, it would be in the interest of the Company to have continued association with them as Independent Directors. Accordingly, the Nomination and Remuneration Committee had recommended the appointment of Mr. Dinesh Kumar Mehrotra and Ms. Anuradha Nadkarni as Independent Directors of the Company for the second term of three years w.e.f. from November 14, 2022 to November 13,2025. Further, the Board of Directors of the Company, at its meeting held on July 28, 2022, recommended to the shareholders, reappointment of Mr. Mehrotra and Ms. Nadkarni as Independent Directors of the Company for the second term of three years w.e.f. from November 14, 2022 to November 13, 2025.The Company has received a notice in writing under Section 160 of the Companies Act, 2013 proposing their candidature for re-appointment as an Independent Director on the Board of the Company.

Mr. Ashwini Kumar Tewari, Non-Executive Director (Nominee of SBI) resigned from the directorship of the Company with effect from July 14, 2022, consequent upon his stepping down from the position of Managing Director (IB, T & S) in State Bank of India.

Your Directors place on record their sincere appreciation for the contribution made by Mr. Devendra Kumar, Mr. Sunil Kaul and Mr. Ashwini Kumar Tewari during their tenure on the Board of the Company.

Further, the Board of Directors of the Company appointed Mr. Swaminathan Janakiraman as a Non - Executive Director (Nominee of SBI) (DIN: 08516241) of the Company w.e.f. July 22, 2022, 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 Company has received a notice in writing regarding candidature of Mr. Swaminathan Janakiraman for appointment as Nominee Director. Appointment of Mr. Swaminathan Janakiraman as a Non - Executive Director (Nominee of SBI) on the Board is recommended by the Nomination and Remuneration Committee. The Board also recommends the appointment of Mr. Swaminathan Janakiraman as Non - Executive Director (Nominee of SBI), to the members of the Company.

CORPORATE SOCIAL RESPONSIBILITY

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 & differently abled individuals in areas of Education, Health, Environment sustainability, Skill 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 the CSR policy are disclosed on the website of the Company at www.sbicard.com. 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 Circular/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 âfit and properâ 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.www.sbicard.com.

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, 2022 of the credit cards issued to Directors of the Company was '' 0.04 Crores.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Independent Directors on the Board of SBI Cards and Payment Services Limited 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 âCAG") exercising the power conferred under section 139 of the Companies Act, 2013, appointed M/s. S. Ramanand Aiyar & Co., Chartered Accountants (Registration No. 000990N), as the Statutory Auditor of the Company for the financial year 2021-22. Statutory Audit was duly done by the referred firm. Also, Supplementary Audit of the Company was conducted by Principal Director of Audit Industry & Corporate Affairs, New Delhi, on behalf of Comptroller and Auditor General of India, in accordance with Section 143 of the Companies Act, 2013.

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

The Statutory Auditorsâ report and Comments of the CAG are self-explanatory in nature and does not require anycomments from Directors of the Company.

Further, Statutory Auditors of the Company, single or joint for the Financial Year 2022-23 will be appointed by the Comptroller and Auditor General of India.

SECRETARIAL AUDIT REPORT

M/s. Chandrasekaran 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 the FY 2021-22.

The total amount involved in these frauds was ''0.97 Crores and the recovery against this amount (pertaining to current year as well as the previous years) was ''1.01 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

FOREIGN EXCHANGE EARNINGS AND OUTGO

During FY 2021-22, the Company incurred foreign currency expense of an amount of '' 446.39 Crores on network, other service charges and other expenses (2020-21: '' 313.54 Crores).

The dividend remitted for the FY 2021-22 in foreign currency was '' NIL (2020-21: '' NIL).

The foreign exchange earnings during the FY 2021-22 were ''462.34 Crores (2020-21: ''292.72 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 organization, including adherence to the Companyâs 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 and has obtained certificate from Statutory Auditor in this regard.

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 Companyâs operations in future.

RISK MANAGEMENT AT SBI CARD

Company has in place a robust and comprehensive Risk Management framework enumerating risk based decision making and risk management processes encompassing existing risks, new risks that may have arisen, the likelihood and impact of risks and reporting significant changes adjusting to the risk priorities. Managementâs Discussion and Analysis Report section covers this aspect of the business in detail.

PARTICULARS OF EMPLOYEES

Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on the website of the Company, at www.sbicard.com.

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

EMPLOYEE STOCK OPTION SCHEME

Pursuant to the recommendation of the Board of Directors in 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 June 17, 2020.

The brief details of the Employees Stock Option Scheme are detailed as below:
^(a)	Total Options granted during the year ended March 31, 2022	Nil
	Total Options granted till the date of report	13,475,650
(b)	Number of options vested:
	> During the year ended March 31, 2022	24,02,295
	> As on the date of the Annual report	48,52,855
^(c)	Options exercised during the year;	24,55,263
(d)	The total number of shares arising as a result of exercise of option;	24,55,263
(e)	Options lapsed;	7,000
(f)	The exercise price;	'' 152.10
⁽g⁾	Variation of terms of options;	None
(h)	Money realized by exercise of options during the year;	'' 37.34 Crores
(i)	Total number of options in force;	90,65,440 (including options vested but not exercised)
(j)	Employee wise details of options granted to;-
	(i) Key managerial personnel;	No options were granted to the KMP during the FY21-22
	(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.www.sbicard.com.

UPDATE ON CUSTOMER COMPLAINTS

Particulars	Gross Inflow		Net Complaints (Subset of Gross Inflow)
As of March 31,2022		As of March 31, 2021	As of March 31, 2022	As of March 31, 2021
No. of cases pending at the beginning of the year	12,150	5,959	81	133
No. of cases received during the year	7,33,546	6,22,099	11,777	6,415
No. of cases redressed during the year	7,36,713	6,15,908	10,448	6,467
No. of cases pending at the end of the year	8,983	12,150	1,410	81

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

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

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.

The number of complaints reported by the Company in the Annual Report for FY 20-21 comprises Net Internal Complaints and Gross Banking Ombudsman Complaints. Effective FY 2122 organization is moving towards reporting both gross and Net complaints received from internal & external channels post validation. The complaints reported also include 218,150 complaints which were redressed within the next working day.

The organization has been working towards enriching customer experience by focusing on Customer complaints. While there is no industry-wide consistent definition around tagging of complaints, we have expanded the scope to capture a more significant number of issues from the voice of customers (VOC), to help make the processes more customer-centric.

DIRECTORSâ 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, 2022, 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;

(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 were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Companyâs website at www.sbicard.com.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 describing the initiatives taken by Company from environmental, social and governance perspective, has been appended herewith as Annexure 5 and is also displayed on the website of the Company i.e.www. sbicard.com.

CEO/CFO CERTIFICATION

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYâS 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 (www.sbicard.com). 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.

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.

SBI Card 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 organization with primary objective of enhancing stakeholderâs 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, 2022.

(f) Name of the debenture trustees with full contact details: ACKNOWLEDGEMENT

Your Directors wish to thank the Reserve Bank of India, Companyâs Bankers, customers, shareholders, employees and collaborators for their valuable assistance, support and co-operation.

For and on behalf of the Board Dinesh Khara

Date: July 28, 2022 CHAIRMAN

Place: Mumbai DIN: 06737041

Mar 31, 2021

Your Directors are pleased to present the Twenty Third (23rd) Annual Report along with the Audited Annual Accounts of your Company for the financial year ended March 31, 2021.

FINANCIAL SUMMARY, STATE OF COMPANYâS AFFAIRS AND BUSINESS PERFORMANCE

The financial performance of the company for the financial year ended March 31,2021 and for the previous year is summarized below: -

			(H In Crores)
S. No	Particulars	2020-21	2019-20
1	Income	9,713.58	9,752.29
2	Finance Cost	1,043.40	1,300.93
3	Operating & Other Expenses	7,223.19	6,617.92
4	Depreciation and Amortization	123.26	103.80
5	Profit /(Loss) Before Tax	1,323.73	1,729.64
6	Tax	339.21	484.82
7	Profit /(Loss) After Tax	984.52	1,244.82
8	Add: Opening surplus in statement of profit and loss	2,719.51	1,726.65
9	Add: Transfer from other comprehensive income	5.55	(3.00)
10	Less: Transfer to Statutory Reserve	196.90	248.96
11	Less: Interim equity dividend (amount H 1 per share)	93.90	-
12	Balance of P&L Account C/F to Balance Sheet	3,418.78	2,719.51

FY21 was predominated by COVID-19 pandemic and resulted in global economic downturn. The pandemic led to government mandated lockdowns which disrupted the growth momentum of Indian economy. Subsequently as the lockdowns eased gradually, the environment continued to remain challenging and uncertain. SBI Card effectively navigated the challenges by following the below aspects:

â¢ Ensuring business continuity: SBI Card assessed and focused on business continuity from the very initial onset of Covid-19 and lockdown. Company''s investment in technology over the past few years enabled smooth transition to a remote work environment during lockdowns and disruptions.

â¢ Enhancing and utilizing digitization: Company focused on building a complete Digital Journey for Customers across new acquisition, onboarding, servicing and collections.

â¢ Building and enhancing product mix: SBI Card focused on augmenting its portfolio in the premium segment. During the year, Company launched its first card in the super-premium/ HNI segment, AURUM and introduced premium variant of its popular fuel co brand, BPCL SBI Card OCTANE. SBI Card entered into partnership with Paytm to launch an array of cards in both mass and affluent segments. SBI Card has been engaging continuously with leading digital/Payment platforms and entered into partnerships with Google Pay and Jio Pay during the year.

â¢ Managing Risks: SBI Card kept a sharp eye on potential risks and taken measures in accordance. While Company continued to pursue sustainable growth, it has calibrated

its risk strategies and strengthened its portfolio monitoring mechanisms and recalibrated our underwriting models.

The nationwide lockdowns and subsequent restrictions led to disruptions and slowdown in new card acquisitions and also adversely impacted cardholder spends. Post easing of COVID lock-down there has been a strong business recovery in terms of higher new accounts, spends and receivables.

Company''s market share on Cards in Force as on March 31, 2021 improved to 19.1% as against 18.3% as on March 31, 2020. Its Cards-in-force grew by 12% YOY to close at 1.18 Cr as on March 31, 2021 as against 1.05 Cr as on March 31, 2020. The market share of cardholder spends improved to 19.4% for FY21 as against 17.9% in FY20 . Cardholder spends in FY21 stood at J 122,416 Cr as against J 130,915 Cr in FY20 registering a decline of 6% YOY. Cardholder receivables grew by 4% YOY to close at J 25,114 Cr as on March 31, 2021 as against J 24,141 Cr as on March 31,2020.

In FY21 while SBI Card''s total income remained largely flat as compared to FY20 , reductions in finance costs led to net revenues growth of 3% YOY. Focus on operating efficiencies led to 3% decline YOY in operating costs. Earnings before credit costs stood at J 4,024 Cr at 10% growth YOY. The credit risk continued to be impacted by the macro-economic variables around us and led to higher credit costs. To cover the Company for future credit risks, SBI Card created additional provisions of H 297 Cr by way of management overlay over and above the provisions required as per expected credit loss (ECL) model. This led to higher credit costs of 39% YOY and decline in profit after tax. The company achieved Profit after Tax (PAT) of J 985 Cr in FY21 as compared to J 1,245 Cr in FY20 .

With consistent efforts of the employees and business partners backed by SBI Card''s robust business model and ethics, Company continued to effectively navigate its business in turbulent times. SBI Card''s business fundamentals are robust. Company follows healthy financial and corporate governance principles, which form its core strength. While the external environment continues to be volatile, Company is closely monitoring it to manage challenges and leverage opportunities.

The detailed business and financial performance is covered 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. Hardayal Prasad, erstwhile Managing Director and Chief Executive Officer of the Company resigned from the directorship and CEO Position with effect from close of business hours of July 31, 2020. Thereafter, Mr. Ashwini Kumar Tewari was appointed as the Managing Director and Chief Executive Officer of the Company with effect from August 1, 2020.

Further, Mr. Ashwini Kumar Tewari, erstwhile Managing Director and Chief Executive Officer of the Company resigned from the directorship and CEO Position with effect from close of business hours of January 27, 2021. Thereafter, Mr. Rama Mohan Rao Amara was appointed as the Managing Director and Chief Executive Officer of the Company with effect from January 30, 2021.

During the FY21, the Company had allotted 15,68,662 Equity Shares of H 10/- each to the eligible employees of the Company pursuant to the exercise of options under the SBI Card - Employee Stock

H 152.10 per share. Accordingly, the paid-up capital of the Company increased from H 9,38,95,67,940/-consisting of 93,89,56,794 equity shares of H 10/- each as on March 31, 2020 to H 9,40,52,54,560/-consisting of 94,05,25,456 equity shares of H 10/- each as on March 31, 2021. 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.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, updated as on February 17, 2020 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

DIVIDEND

Due to COVID 19 impact and the uncertainty caused by it, your Company has considered it prudent to not propose dividend for the financial year ended March 31,2021.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) the Dividend Distribution Policy of the Company is available on Company''s website at www.sbicard.com.

RESERVES

During the year ended March 31,2021, the Company appropriated H 196.90 Crores towards the Statutory Reserves (H 248.96 Crores in FY20 ) in accordance with Section 45-IC of the Reserve Bank of India Act, 1934.

Status of other reserves and shares pending allotment (stated as other equity in financial statements) as on March 31,2021 is as follows:

Other Equity		(H in Crores)
Particulars	2020-21	2019-20
Capital Redemption Reserve	3.40	3.40
General Reserve	13.08	12.99
Statutory Reserves	1,011.85	814.95
Capital Reserve (on account of amalgamation)	(71.51)	(71.51)
Securities Premium Reserve	935.19	904.74
Retained Earnings	3,418.78	2,719.51
Share application money pending allotment	2.92	-
Share Options outstanding account	40.50	18.18
Equity investment - OCI	7.29
Total	5,361.50	4,402.26

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 www.sbicard.com.

Pursuant to the provisions of Regulation 23 (4) of Listing Regulations, necessary approval of the Members was obtained for material related party transaction(s).

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 24.8% with 20.9% as Tier 1 Capital, as of March 31, 2021

DEBENTURES

ISSUE OF DEBENTURES

During the FY21, the Company has raised money by issue and allotment of following debentures:

â¢ Raised H 400 Crores by issue and allotment of 4000 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of H 10,00,000/- each.

â¢ Raised H 500 Crores by issue and allotment of 5000 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of H 10,00,000/- each.

â¢ Raised H 450 Crores by issue and allotment of 4500 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of H 10,00,000/- each.

â¢ Raised H 550 Crores by issue and allotment of 5500 Fixed Rate, Unsecured, Rated, Taxable, Redeemable, Senior, Listed Non-Convertible Debentures of H 10,00,000/- each.

REDEMPTION OF DEBENTURES

During the Financial Year 2020-21, following Non-Convertible Debentures were duly redeemed on due date:

â¢ Series 09, 5000 Unsecured Non-Convertible Debentures of H 10,00,000/- each.

â¢ Series 11, 4000 Unsecured Non-Convertible Debentures of H 10,00,000/- each.

â¢ Series 12, 5000 Unsecured Non-Convertible Debentures of H 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 exempt 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 (âBoardâ) is in terms of the Companies Act, 2013, the RBI Directions and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Board consists of Nine Directors namely Mr. Dinesh Kumar Khara, Chairman, Non-Executive Director (Nominee of SBI); Mr. Ashwini Kumar Tewari, Non-Executive Director (Nominee of SBI); Mr. Rama Mohan Rao Amara, Managing Director & CEO (Nominee of SBI); Mr. Mihir Narayan Prasad Mishra, Non-Executive Director (Nominee of SBI); Dr. Tejendra Mohan Bhasin, Independent Director; Mr. Rajendra Kumar Saraf, Independent Director; Mr. Dinesh Kumar Mehrotra, Independent Director; Ms. Anuradha Shripad Nadkarni, Independent Director and Mr. Shriniwas Yeshwant Joshi, Independent Director as on the date of the Report.

During the year under review Mr. Ashwini Kumar Tewari was appointed as Managing Director & CEO of the Company w.e.f. August 1, 2020 and Mr. Devendra Kumar was appointed as Non - Executive Director (Nominee of SBI) of the Company w.e.f. August 21,2020.

Further, during the year under review the Board of Directors of the Company also appointed Mr. Shriniwas Yeshwant Joshi as an Additional (Independent) Director of the Company, pursuant to Section 161 of the Companies Act, 2013, effective December 4, 2020. He has been appointed as an Independent Director for a term of three consecutive years with effect from the said date, subject to the approval of members of the Company at the General Meeting (GM). Also, in terms of the referred Section, Mr. Shriniwas Yeshwant Joshi will hold office as a Director up to the date of the ensuing AGM. The Company has received a notice in writing proposing candidature of Mr. Joshi for appointment as a Director at the ensuing AGM. Appointment of Mr. Joshi as an Independent Director on the Board is recommended by the Nomination and Remuneration Committee. The Board recommends appointment of Mr. Shriniwas Yeshwant Joshi as an Independent Director of the Company.

Further, Mr. Rama Mohan Rao Amara was appointed as Managing Director & CEO (nominee of SBI) (DIN: 08951394) of the Company with effect from January 30, 2021 for a period of two years. Mr. Ashwini Kumar Tewari and Mr. Mihir Narayan Prasad Mishra were appointed as Non - Executive Director (Nominee of SBI) of the Company w.e.f. April 5, 2021 and June 18, 2021, respectively.

During the year under review Mr. Hardayal Prasad, the then Managing Director & CEO resigned from the directorship and CEO Position, owing to his Voluntary retirement from the State Bank of India and

Mr. Shree Prakash Singh, Non-Executive, Non-Independent Director (Nominee of SBI) resigned from the directorship of the Company consequent upon his superannuation from the State Bank of India, w.e.f. close of business hours on July 31,2020.

Further, Mr. Rajnish Kumar the then Chairman of the Company also resigned from the directorship of the Company with effect from the close of business hours of October 6, 2020, owing to completion of his term as the Chairman of the State Bank of India.

Mr. Ashwini Kumar Tewari the then Managing Director & CEO of the Company resigned from the directorship and CEO Position of the Company with effect from the close of business hours of January 27, 2021, owing to his appointment as the Managing Director of State Bank of India.

Mr. Nilesh Shivji Vikamsey, Independent Director, resigned from the directorship of the Company with effect from November 5, 2020, due to personal reasons.

Further, CA Rover Holdings (CARH) vide its letter dated June 18, 2021 had informed the Board of Directors (âBoardâ) of the Company that its shareholding in the Company had reduced to less than 10%. In terms of Article 33(ii)(b) of the Articles of Association of the Company, CARH''s right to nominate a director on the Board of the Company, being an Investor Shareholder, was subject to its shareholding amounting to at least 10%. Accordingly, vide the said letter CARH, had also offered to the Board to withdraw the nomination made by it for Mr. Sunil Kaul. The Board of the Company had accepted the withdrawal of nomination by CARH.

Accordingly, Mr. Sunil Kaul (nominated by CARH) (holding DIN: 05102910), resigned from the Directorship of the Company w.e.f. June 18, 2021.

Your Directors place on record their sincere appreciation for the contribution made by Mr. Rajnish Kumar, Mr. Hardayal Prasad, Mr. Shree Prakash Singh, Mr. Nilesh Shivji Vikamsey, Mr. Devendra Kumar and Mr. Sunil Kaul during their tenure on the Board of the Company.

As on March 31, 2021, the Company had three Key Managerial Personnel namely Mr. Rama Mohan Rao Amara, MD and CEO, Mr. Nalin Negi, CFO and Ms. Payal Mittal Chhabra, Company Secretary. Company Secretary also act as Compliance Officer of the Company for the purposes of SEBI, Stock Exchange and other listing compliances.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company has been undertaking and participating in the socially important projects in the fields of health, education, Disaster Management (COVID relief), livelihood and skill enhancement, old age home/orphanage

and gender equality, ensuring environmental sustainability and ecological balance, etc. The Company has also framed a CSR policy in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

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 Circular/Directions for appointment 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 âfit 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. www.sbicard.com.

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.

Closing Balance as on March 31,2021 of the credit cards issued to Directors of the Company was H 0.02 Crores.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Independent Directors on the Board of SBI Cards and Payment Services Limited 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 (LODR) 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 âCAGâ) exercising the power conferred under section 139 of the Companies Act, 2013, appointed M/s. S. Ramanand Aiyar & Co., Chartered Accountants (Registration No. 000990N), as the Statutory Auditor of the Company for the financial year 2020-21. Statutory Audit was duly done by the referred firm. 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 Principal Director of Audit Industry & Corporate Affairs, New Delhi in accordance with Section 143 of the Companies Act, 2013. The observations made by the Principal Director of Audit Industry & Corporate Affairs, New Delhi in his Audit Report for the Financial Year 2020-21 and Board explanation to such observations are stated herein below:

A. Cash Flow Statement CAG observation:

Cash Flow from Investing Activities:

Capital expenditure on property, plant and equipment- H56.95 crore

The above amount includes an amount of H 3.46 crore being amount due to capital creditors for purchase of capital goods. As it is a non-cash item, it should not have been considered while calculating net cash outflow from capital expenditure on property, plant and equipment. Inclusion of non-cash item has resulted in overstatement of Net cash used in investing activities by H 3.46 crore and understatement of net cash generated/ (used) in operating activities by same amount.

Companyâs Response:

Since capital creditors are part of trade payables, Company has been capturing movement in trade payables under cash from operating activity through changes in working capital. However, to comply with CAG''s observation and for better presentation of financial statements, from the next financial year, capital expenditure on Property Plant and equipment would be shown net off capital creditors under the head cash flow from Investing activities.

B. Comments on disclosure:

CAG observation:

â¢ Company has updated the estimation method of the credit risk classification/ staging criteria between Stage 1, 2 and 3 (e.g. all borrower''s linked accounts are grouped under highest delinquency stage and an account remains in stage 3 till entire over dues are cleared) during 2020-21 to recognize the potential risk, if any, in select segments. Impact due to change in estimation method has resulted in an increase in impairment loss by H 91 crore. However, the Company has neither quantified the financial impact of H 91 crore nor stated that estimating the impact is impracticable in future years which resulted in non-compliance to paras 39 and 40 of Ind AS 8 which stipulate that an entity shall disclose the nature and amount of a change in an accounting estimates that has an effect in the current period or is expected to have an effect in future periods. If the amount of the effect in the future period is not disclosed because estimating it is impracticable, an entity shall disclose that fact.

Companyâs Response:

To comply with Ind AS requirement and CAG''s observation, necessary disclosure would be provided with respect to such

CAG observation:

â¢ The Company has provided Expected Credit Loss (ECL) amounting to H 331.71 crore for the Stage 1 loan. ECL has been calculated by multiplying the Probability of Default (PD), Loss given Default (LGD) and Exposure at Default (EAD). The Company disclosed vide note 37.2.2 (B)(c) that Credit Conversion Factor (CCF) has been applied while calculating EAD. As per the set formula, EAD for Stage 1 loan worked out to H 22,328 crore. PD and LGD in respect of Retail-unsecured loan was estimated at 2.28 percent and 65.90 percent respectively. However, the Company has adjusted the impact of CCF in the PD which led to increase of PD to 2.47 percent. This fact has not been disclosed in the said Note. Further, 1.52 percentage adopted as conversion factor has also not been disclosed. Hence, the note is deficient.

Companyâs Response:

To comply with CAG''s observation, going forward from the next financial year, while we will continue to consider Credit Conversion Factor (CCF) impact for Expected Credit Loss (ECL) calculations, Probability of Default (PD) will be shown as per base calculations and details of CCF factor and its application shall be appropriately disclosed as footnote below ECL calculations in the financial statements.

Further, Statutory Auditors of the Company, single or joint for the Financial Year 2021-22 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, the Board of Directors appointed M/s. Chandrasekaran Associates, Company Secretaries, as the Secretarial Auditor of the Company to carry out secretarial audit for the financial year 2020-21. The Secretarial Audit Report obtained from M/s. Chandrasekaran 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 the FY 2020-21.

The total amount involved in these frauds was H 0.98 Crores and the recovery against this amount (pertaining to current year as well as the previous years) was H 1.11 Crores.

RISK MANAGEMENT AT SBI CARD

Company has in place a robust and comprehensive Risk Management framework enumerating risk based decision making and risk management processes encompassing existing risks, new risks that may have arisen, the likelihood and impact of risks and reporting significant changes adjusting to the risk priorities. Management''s Discussion and Analysis Report section covers this aspect of the business in detail.

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, is 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 aforesaid information. 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 through electronic mode.

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

EMPLOYEE STOCK OPTION SCHEME

Pursuant to the recommendation of the Board of Directors in their Meeting held on January 16, 2019, the Shareholders at the Extraordinary 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 June 17, 2020

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 2020-21, the Company incurred foreign currency expense of an amount of H 313.54 Crores on network, other service charges and other expenses (2019-20: H 483.24 Crores)

The dividend remitted for the FY 2020-21 in foreign currency was H NIL (2019-20: H NIL).

The foreign exchange earnings during the FY 2020-21 were H 292.72 Crores (2019-20: H 385.17 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 organization, 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 and has obtained certificate from Statutory Auditor in this regard.

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.

(a) Total Options granted during the year ended March 31, 2021 131950

The objective of employee stock option plan is to reward employees to align individual performance with Company objectives and drive share-holders'' value creation, create a culture of ownership among the executives, works towards successful Initial Public offering and employees to enhance their commitment to organization, motivate management to collaborate 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.

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

Total Options granted till the date of report 13,475,650

(b) Number of options vested:

> During the year ended March 31,2021 2424170

> As on the date of the Annual report 2437365

(d) The total number of shares arising as a result of exercise of option; 1760432

(e) Options lapsed; 187515

(f) The exercise price; H 152.10 per equity share

(g) Variation of terms of options; NA

(h) Money realized by exercise of options; H 26.78 Crores

(i) Total number of options in force; 11,527,703 (including options vested but not

exercised)

(j) Employee wise details of options granted to;-

(i) Key managerial personnel; No options were granted to the KMP during the

(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.

(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;

FY20 -21

ne During the financial year ended March 31, 2021, ns options were granted to following employees:

Sl.	Name	Options
No.		granted
1	Mr. Piyush Balasaria	63700
2	Mr. Sajith Rajan	68250

Company is using fair value method to value its options. The detailed disclosures pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014, have been placed on website of the Company i.e. www.sbicard.com.

DIRECTORSâ 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, 2021, 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

Act, the Annual Return as on March 31, 2021 is available on the

Company''s website at www.sbicard.com.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report as stipulated under Regulation

34 of SEBI (Listing Obligations and Disclosure Requirement)

Regulations, 2015 describing the initiatives taken by Company from environmental, social and governance perspective, has been appended herewith as Annexure 5 and is also displayed on the website of the Company i.e. www.sbicard.com.

CEO/CFO CERTIFICATION

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYâS 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 (www.sbicard. com). 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.

UPDATE ON CUSTOMER COMPLAINTS

The Company receives complaints both from 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, email, 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, Directorate of Public Grievances / Centralized Public Grievance Redress and Monitoring System (DOPG / CPGRAMS), National Consumer Helpline / Integrated Grievance Redressal Mechanism (NCH / INGRAM). Please note that the number of complaints reported by SBI Card in the Annual Reports for FY20 & FY21 comprise only of Net Internal Complaints and Gross Banking Ombudsman Complaints.

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

SBI Card 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.

SBI Card 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 organization 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, 2021.

(f) Name of the debenture trustees with full contact details.

ACKNOWLEDGEMENT

The Board of 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 Dinesh Kumar Khara

Date: July 23, 2021 CHAIRMAN

Place: Mumbai DIN: 06737041

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