SBI Cards & Payment Services Ltd

Dear Members,

Your Directors' are pleased to present the Twenty Fifth (25th) Annual Report along with the Audited Annual Accounts of your

Company for the financial year ended March 31, 2023.

FINANCIAL SUMMARY, STATE OF COMPANY'S 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)

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 2nd 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

("SEBI Notification"),

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

MANAGEMENT'S 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, 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 ("Listing Regulations") the Dividend Distribution Policy of the Company is available on Company's 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 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 https:// www.sbicard.com/en/who-we-are/policies-and-codes.page .

The Shareholders of the Company at the 24th 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 24th 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 25th 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%. Company's 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:

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

• 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.

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

• 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:

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

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

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

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

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 ("Board") 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 24th 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 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 24th 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 23rd 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. of the Company had 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 Company's website at https://www.sbicard.com/en/who-weare/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

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 Circulars/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 ‘fit 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. 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 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 and Auditor General of India (hereinafter referred to as "CAG") 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.

Thereareno or adverse remarks or disclaimers made by Statutory Auditor and CAG in their reports.

The Statutory Auditors' 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

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 2022-23. 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 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.

the criteria of independence

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 of the Comptroller

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 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

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.

During the year under review, no application was made by the Company under the Insolvency and Bankruptcy Code, 2016 ), leadership and professionalism 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 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 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, 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 Company's 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 highlyqualified,recognized, experienced (including proficiency) and respected individuals in their respective fields. Its' an optimum mix of expertise

. (includingfinancial

EMPLOYEE STOCK OPTION SCHEME(S)

• 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.changes adjustingtotherisk Post- IPO of the Company, SBI Card - Employees Stock Option Scheme 2019 was ratified by the Ballot on 17th June 2020.

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, which by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

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

• SBI Card Employees Stock Option Plan 2023 (ESOP Plan 2023)

The Board of Directors of Company at their Meeting held on June 5, 2023, inter alia, approved introduction and implementation of ‘SBI Card Employee Stock Option Plan 2023', subject to approval of the shareholders of the Company.

The same has been put up for approval of the Shareholders of the Company through Postal Ballot. The evoting on the same had commenced from June 24, 2023 and will end on July 23, 2023.

UPDATE ON CUSTOMER COMPLAINTS

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 April'22. Net Complaints means allgrosscomplaintsidentified validation and checking internal and external records including any as complaints post document provided by the customers.

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.

DIRECTORS' 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 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 Company's 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 COMPANY'S 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 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. of

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 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, 2023.

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

ACKNOWLEDGEMENT

Your 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

Annexure -2 to the Board's Report