SBI cards and Payment Services Limited has announced a postal ballot process to seek shareholder approval for the appointment of two Independent Directors to its Board. The company issued the postal ballot notice on January 5, 2026, in compliance with Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Proposed Director Appointments

The postal ballot seeks approval for two special resolutions concerning the appointment of Independent Directors:

Both appointments require approval through special resolutions as per Regulation 25(2A) of the SEBI Listing Regulations. The directors were initially appointed as Additional Independent Directors by the Board based on recommendations from the Nomination and Remuneration Committee.

E-Voting Process and Timeline

The company has implemented an electronic voting system through National Securities Depository Limited (NSDL) for the postal ballot process. Key dates and procedures include:

In accordance with Ministry of Corporate Affairs circulars, the company will send postal ballot notices only through email to shareholders whose email addresses are registered with the company, registrar, or depositories. Physical copies of postal ballot forms will not be distributed, and shareholders must communicate their votes exclusively through the remote e-voting system.

Director Profiles and Qualifications

Smt. Anuradha Rao brings nearly four decades of experience in banking and financial services. She previously served as Deputy Managing Director (Strategy and Digital Banking) at State Bank of India and as Managing Director and CEO of SBI Funds Management Limited. She holds directorships at Sundaram Finance Limited and Northern Arc Capital Limited, with qualifications including a Master of Science in Physics from University of Hyderabad and certification as a Certified Associate of the Indian Institute of Bankers.

Smt. Parvathy Vairava Sundaram has extensive central banking experience, having served as Executive Director at Reserve Bank of India until her superannuation in November 2019. Her expertise spans banking regulation and supervision, including oversight of the Asset Quality Review (2015-17) and migration of banks to Risk Based Supervision. She currently serves as an Independent Director at Indel Money Limited and holds qualifications including Master of Arts and CAIIB certification.

Regulatory Compliance and Governance

The appointments align with regulatory requirements under the Companies Act, 2013, and SEBI Listing Regulations. Both directors have submitted declarations confirming their independence criteria and eligibility for appointment. The company has received necessary disclosures, including confirmations that neither director is debarred from holding directorial positions.

Voting rights will be calculated based on the paid-up value of shares registered in shareholders' names as of the cut-off date. The postal ballot notice and related documents are available on the company's website at www.sbicard.com and NSDL's e-voting platform at www.evoting.nsdl.com . Results will be communicated to both BSE Limited and National Stock Exchange of India Limited upon declaration.

SBI Cards and Payment Services Limited has completed the allotment of 29,896 equity shares to eligible employees under its Employee Stock Option Plans on December 22, 2025. The Nomination and Remuneration Committee of the Board approved this allotment through its resolution dated December 22, 2025.

ESOP Allotment Details

The share allotment was executed under two distinct ESOP schemes with different exercise prices:

The shares were allotted to eligible participants of the company pursuant to the exercise of options under the SBI Card-Employee Stock Option Plan 2019 and Employee Stock Option Plan 2023.

Impact on Share Capital

The allotment has resulted in an increase in the company's paid-up capital structure:

The paid-up capital increased from ₹9,51,54,75,040 consisting of 95,15,47,504 equity shares to ₹9,51,57,74,000 consisting of 95,15,77,400 equity shares, each with a face value of ₹10.00.

Regulatory Compliance

SBI Cards and Payment Services Limited has informed both the BSE Limited and the National Stock Exchange of India Limited about this allotment under Regulation 30. The company has also uploaded the relevant information on its official website at www.sbicard.com for stakeholder reference.

The event was timestamped at December 22, 2025, at around 05:37 PM, with the communication signed by Payal Mittal Chhabra, Chief Compliance Officer and Company Secretary of SBI Cards and Payment Services Limited.