SBI Cards and Payment Services Limited will hold its 28th Annual General Meeting (AGM) on Monday, August 31, 2026, to secure shareholder approval for material related party transactions (RPTs) valued at approximately ₹28,000 crore with its promoter, State Bank of India (SBI). The proposed omnibus approval covers a fifteen-month period extending into FY27-28, encompassing critical banking facilities, non-convertible debentures (NCDs), and brand royalty payments. This deep operational integration allows the company to maintain a competitive cost of funds while leveraging SBI’s brand trust for customer acquisition.

The transactions represent 135.22% of the company’s annual consolidated turnover for FY25-26, highlighting significant reliance on its promoter for liquidity and operational support. SBI, which holds a 68.58% direct equity stake in SBI Cards, will abstain from voting on the resolution as per SEBI Listing Regulations. The Board of Directors has recommended the resolution, noting that the transactions are conducted on an arm’s length basis and are essential for ordinary business operations. The AGM will also confirm the payment of an interim dividend of ₹2.50 per equity share for FY25-26.

Proposed Related Party Transactions

The total estimated value of the proposed transactions is ~₹28,000 crore. The majority of this value is allocated to banking facilities and NCD participation, reflecting the company’s strategy to secure low-cost funding from its parent bank. This structure contributed to a reduction in the average cost of funds from 7.4% in FY24-25 to 6.6% in FY25-26.

Royalty payments for the use of the SBI brand logo remain 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. The Audit Committee has reviewed and approved the RPTs, confirming they are fair and in the company’s interest. No valuation report was deemed necessary given the nature of the banking agreements.

Financial Context and Governance

The RPT approval follows a strong financial performance in FY25-26, where total income grew 11% year-on-year 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.

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). The notice of the AGM and the Integrated Annual Report were dispatched via email on August 03, 2026, in compliance with Section 108 of the Companies Act, 2013, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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’ strategic integration with its promoter. While this structure provides competitive advantages in customer acquisition and trust through brand leverage, 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% year-on-year, 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 liquidity management, enabling the company to maintain a lower cost of funds compared to industry peers.

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.