SBI Cards and Payment Services Limited has scheduled its 28th Annual General Meeting (AGM) for Monday, August 31, 2026, to seek shareholder approval for material related party transactions (RPTs) with its promoter, State Bank of India (SBI), valued at approximately ₹28,000 crore for FY26-27. The meeting, to be held via Video Conferencing/Other Audio Visual Means (VC/OAVM), also aims to confirm the payment of an interim dividend of ₹2.50 per equity share and adopt the audited financial statements for FY25-26, in which the company reported a 13% YoY rise in profit after tax (PAT) to ₹2,167 crore.

The proposed RPTs, which represent 135.22% of the company’s annual consolidated turnover for FY25-26, are essential for ongoing banking services, borrowings, and operational support. Shareholders holding shares as of the record date, Monday, August 24, 2026, are eligible to vote. Remote e-voting will be open from Friday, August 28, 2026, at 10:00 A.M. (IST) until Sunday, August 30, 2026, at 5:00 P.M. (IST), facilitated by National Securities Depository Limited (NSDL). SBI, which holds a 68.58% direct equity stake in the company, is deemed interested in the transactions and will abstain from voting on this resolution as per SEBI Listing Regulations.

Proposed Related Party Transactions

The Board of Directors has recommended an omnibus approval for recurring transactions with SBI, valid for a period not exceeding fifteen months from the date of the AGM. The total value of these transactions is estimated at ~₹28,000 crore for FY26-27, with a permitted variance of 10% for FY27-28. The breakdown of the proposed transaction values is detailed below:

These transactions include fund-based credit limits, non-fund-based limits for foreign exchange and derivatives, and royalty payments for the use of the SBI brand logo. The royalty rate remains fixed at 0.20% of Total Income or 2% of Profit After Tax, whichever is higher. In FY25-26, the actual royalty paid was ₹43.33 crore, reflecting a stable cost structure despite revenue growth.

Financial Context and Governance

The RPT approval follows a strong financial performance in FY25-26, where total income grew 11% YoY to ₹20,708 crore. The company’s net interest margin (NIM) improved by 31 basis points to 11.2%, while gross non-performing assets (GNPA) declined significantly from 3.08% to 2.41%. The capital adequacy ratio (CRAR) stood at a robust 25.5%, well above the regulatory minimum of 15%, providing ample buffer for future growth.

The Audit Committee has reviewed and approved the RPTs, confirming they are conducted on an arm’s length basis and in the ordinary course of business. The committee assessed certificates from the Managing Director & CEO and CFO attesting to the fairness of the terms. No valuation report was deemed necessary given the nature of the banking and service agreements. The transactions are critical for liquidity management, leveraging SBI’s vast network for card sourcing, marketing, and collection activities.

What the Numbers Show

The scale of the proposed RPTs (~₹28,000 crore) relative to the company’s turnover (₹20,708 crore in FY25-26) highlights SBI Cards’ deep operational dependency on its promoter for funding and brand leverage. While this structure provides competitive advantages in customer acquisition and trust, it necessitates strict regulatory oversight to ensure arm’s length pricing. The stability of the royalty rate at 2% of PAT, despite PAT growing 13% YoY, indicates a predictable cost component that does not erode margin expansion during profitable periods. Furthermore, the inclusion of ₹27,135 crore towards borrowing and deposit limits underscores the reliance on SBI for low-cost funding, which contributed to the reduction in average cost of funds from 7.4% in FY24-25 to 6.6% in FY25-26.

Voting and Procedural Details

Members may join the AGM via VC/OAVM starting 30 minutes before the scheduled time. Large shareholders (holding ≥2%), promoters, institutional investors, directors, and auditors are exempt from the first-come-first-served restriction for joining the virtual meeting. Questions or views must be registered by August 24, 2026, via email to investor.relations@sbicard.com . The scrutinizer for the e-voting process is Mr. Vineet K Chaudhary of M/s VKC & Associates. Results will be declared within two working days of the meeting’s conclusion.

SBI Cards has achieved a 58% reduction in Scope 2 greenhouse gas emissions against its FY2019 baseline, marking significant progress toward its carbon neutrality target by 2030. The credit card issuer disclosed this milestone in its Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2026. The report, which received reasonable assurance from SGS India Private Limited, also highlights advancements in waste management, with recycled plastic card adoption reaching 16.89% of total issuance.

The filing was approved by the Board of Directors and signed by Managing Director and CEO Salila Pande on July 24, 2026. The report covers standalone operations and aligns with the Securities and Exchange Board of India’s Listing Obligations and Disclosure Requirements Regulations, 2015. SBI Cards operates 23 offices across India, serving 28 states, with no international operations. The company’s paid-up capital stood at ₹9,51,60,02,510 as of March 31, 2026.

Environmental Performance Metrics

SBI Cards’ environmental strategy focuses on reducing its carbon footprint through renewable energy adoption and operational efficiency. Total energy consumption for FY2025-26 was 11,716.10 GJ, down from 12,514.48 GJ in FY2024-25. Renewable energy sources accounted for 883.76 GJ of this total. The company achieved zero data breaches during the reporting period.

Waste Management and Circular Economy

Total waste generated increased to 120.920 metric tonnes in FY2025-26 from 94.033 metric tonnes in the previous year. This rise was primarily driven by a scheduled replacement of batteries, which occurs every three to five years. Battery waste alone accounted for 22.428 metric tonnes. The company recycled 1.823 metric tonnes of plastic waste and reused 17.94 metric tonnes of battery waste.

Social and Governance Highlights

SBI Cards employed 33,129 individuals as of March 31, 2026, including 4,218 permanent employees. Women constituted 27.19% of permanent employees, nearing the target of 29% by FY2027. The company spent 0.112% of its total revenue on employee well-being measures. No fatalities or high-consequence work-related injuries were reported. The company recorded two complaints under the Sexual Harassment of Women at Workplace Act, both of which were resolved without upholding any charges.

What the Numbers Show

The divergence between rising total waste generation and declining energy intensity suggests that SBI Cards is successfully decoupling operational efficiency from physical resource consumption. While battery replacement drove a spike in waste volume, the 58% drop in Scope 2 emissions indicates effective implementation of renewable energy initiatives, particularly at the Chennai office where approximately 80% of electricity consumption is now met through renewable sources.