Event Details

The 28th Annual General Meeting of SBI Cards and Payment Services Limited will be held on Monday, August 31, 2026 at 11:00 A.M. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM) without physical attendance, in accordance with MCA and SEBI circulars.

Agenda Items

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt the Audited Financial Statements for the financial year ended March 31, 2026, together with reports of Board of Directors, Auditors, and comments of Comptroller and Auditor General of India (CAG).

2. Fixing of Auditors Remuneration: To authorize the Board of Directors to fix remuneration/fees of Statutory Auditors (Single or Joint Auditors) for FY 2026-27, as appointed by CAG.

3. Confirmation of Interim Dividend: To confirm payment of Interim Dividend of ₹2.50 per equity share (i.e., 25%) for FY 2025-26, as declared by the Board of Directors.

Special Business

4. Approval of Material Related Party Transactions with State Bank of India:

  • To consider and approve omnibus resolution for RPTs with SBI under Regulation 23 of SEBI Listing Regulations
  • Approval sought for contracts/arrangements/transactions from date of 28th AGM until next AGM (period not exceeding 15 months)
  • Transactions cover eight categories:
  • Banking services/Cash management/Transaction Banking services/Bank Charges/Fee & Commission
  • Banking facilities including fund-based credit limits for borrowings/Debentures and Non-fund based credit limits for Foreign Exchange/Derivatives/Bank Guarantee/Interest Expense/Finance Charges
  • Investment Transactions including Fixed Deposits/Purchase of bonds and G-Secs/T Bills and interest thereon
  • Advertisement/Marketing/Sourcing of Cards/Sales Promotion/Collection
  • Payment of Royalty
  • Corporate Card facility/Loans and Advances
  • Contribution to other funds
  • Cost allocation/Infrastructure sharing/Rentals/Leases and other arrangements

Financial Details of Proposed RPTs

Historical Transactions with SBI

  • FY 2025-2026: Aggregate transactions worth ₹22,295.46 crores (including Corporate Card limit of State Bank of India)
  • Current FY (2026-27) until preceding quarter: ₹22,082.81 crores (including Corporate Card limit of State Bank of India)

Proposed RPTs for FY 2026-2027

  • Total estimated value: ~₹28,000 crores
  • Breakdown by category:

1. Banking services/Cash management/Transaction Banking: ₹325.95 crores

2. Banking facilities (fund-based credit limits): ₹25,000.00 crores

3. Participation in NCDs: ₹2,000.00 crores

4. Investment Transactions (Fixed Deposits/G-Secs): ₹120.00 crores

5. Advertisement/Marketing/Sourcing: ₹425.00 crores

6. Payment of Royalty: ₹100.00 crores

7. Corporate Card facility/Loans: ₹15.00 crores

8. Contribution to other funds: ₹4.00 crores

9. Cost allocation/Infrastructure sharing: ₹10.04 crores

Materiality Thresholds

  • Company's materiality threshold for FY26: ₹2,035.38 crores (calculated as ₹2,000 crore + 5% of annual consolidated turnover above ₹20,000 crore)
  • FY25-26 annual consolidated turnover: ₹20,707.62 crores
  • Proposed RPT value as percentage of FY26 turnover: 135.22%
  • Proposed RPT value as percentage of SBI's FY26 consolidated turnover: 3.95%

Royalty Payment Details

  • Royalty rate: 0.20% of Total Income or 2% of Profit After Tax, whichever is higher
  • Historical royalty payments:
  • FY 2025-2026: ₹43.33 crores
  • FY 2024-2025: ₹38.33 crores
  • FY 2023-2024: ₹48.16 crores
  • Royalty as percentage of net profits: Consistently 2% for last three financial years

Shareholding Information

  • SBI's direct equity stake in company (as on March 31, 2026): 68.58%
  • SBI's indirect equity stake (including subsidiaries): 68.92%

Voting Information

  • Record date for voting: Monday, August 24, 2026
  • Remote e-voting period: Friday, August 28, 2026 (10:00 AM IST) to Sunday, August 30, 2026 (5:00 PM IST)
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer appointment: Mr. Vineet K Chaudhary of M/s VKC & Associates, Company Secretaries
  • Results declaration: Within two working days from conclusion of meeting

Additional Compliance Information

  • Related party: State Bank of India (Promoter and Holding Company)
  • Relationship: SBI is promoter with financial interest in the company
  • Transaction basis: Arm's length and ordinary course of business
  • Audit committee approval: Already obtained with confirmation that transactions are at arm's length and in ordinary course
  • Voting restriction: No related party (including SBI) shall vote to approve the RPT resolution

Document Availability

  • Notice and Integrated Annual Report available on company website: www.sbicard.com
  • Documents available for inspection at Registered Office and Corporate Office during business hours
  • Members can send queries to investor.relations@sbicard.com by August 24, 2026