SBI Life Seeks Nod for ₹1.30 Lakh Crore Related Party Deals with SBI, Yes Bank & Group Entities

Mumbai, February 28, 2026: SBI Life Insurance Company Ltd. has issued a Postal Ballot Notice seeking approval from its members for a series of material Related Party Transactions (RPTs) for the financial year 2026-27. The proposed transactions, valued at over ₹1.30 lakh crore, involve the company's promoter, State Bank of India (SBI), along with other related entities including Yes Bank Limited, SBI DFHI Limited, and SBI Capital Markets Limited.

In a regulatory filing made on Saturday, the insurance giant informed the stock exchanges that the Notice has been dispatched electronically to its members. The move is in compliance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates shareholder approval for material RPTs.

Why is Shareholder Approval Required?

According to SEBI LODR regulations, a transaction with a related party is considered 'material' if it exceeds certain thresholds. For SBI Life, based on its consolidated turnover of ₹84,985 crore for FY 2024-25, the materiality threshold stands at ₹4,124.62 crore.

The proposed omnibus limits for FY 2026-27 with the four related parties far exceed this limit, thereby necessitating approval from the shareholders via a postal ballot. The voting will be conducted solely through remote e-voting, in line with Ministry of Corporate Affairs (MCA) guidelines.

Key Proposed Transactions & Limits

The company is seeking approval for four separate resolutions, each pertaining to a different related party. The transactions primarily involve the purchase and sale of investments, premium income, and commission expenses, all stated to be in the ordinary course of business and at arm's length.

Here is the breakdown of the proposed omnibus limits:

1. State Bank of India (Promoter & Holding Company) - Total Limit: ₹40,900 crore

• Investments (Purchase/Placement): ₹15,000 crore

• Investments (Sales/Maturity): ₹15,000 crore

• Premium Income: ₹6,000 crore

• Commission Expenses: ₹4,400 crore

• Derivative Contracts (PFCE): ₹500 crore
  (Note: The notional value of derivative contracts may exceed the materiality threshold.)

2. SBI DFHI Limited (Fellow Subsidiary) - Total Limit: ₹30,000 crore

• Investments (Purchase/Placement): ₹15,000 crore

• Investments (Sales/Maturity): ₹15,000 crore

3. SBI Capital Markets Limited (Fellow Subsidiary) - Total Limit: ₹30,000 crore

• Investments (Purchase/Placement): ₹15,000 crore

• Investments (Sales/Maturity): ₹15,000 crore

4. Yes Bank Limited (Promoter Group Entity) - Total Limit: ₹30,000 crore

• Investments (Purchase/Placement): ₹15,000 crore

• Investments (Sales/Maturity): ₹15,000 crore

The Business Rationale

In the explanatory statement attached to the notice, SBI Life emphasized that these transactions are integral to its regular business operations.

• Premium Income & Commission: The company clarified that premium rates and commission payments are strictly governed by IRDAI regulations. Products offered to related parties are identical to those available to all corporate agents, and commission rates are uniformly applied, ensuring no preferential treatment.

• Investment Transactions: Purchases and sales of investments, including fixed deposits with SBI, are conducted at prevailing market prices or at published card rates, ensuring arm's length pricing.

• Derivative Contracts: Derivative transactions with SBI are part of the company's hedging strategy to manage interest rate sensitivity, with terms similar to those offered by unrelated counterparties.

Voting Process and Timeline

The company has appointed M/s. Mehta and Mehta, Company Secretaries, as the Scrutinizer for the e-voting process.

• Cut-off Date: Friday, February 20, 2026 (Members on this date are eligible to vote).

• E-voting Period: Commences at 9:00 A.M. (IST) on Sunday, March 01, 2026, and ends at 5:00 P.M. (IST) on Monday, March 30, 2026.

• Result Declaration: The results of the Postal Ballot will be declared on or before Thursday, April 02, 2026.

In accordance with SEBI norms, related parties, including the promoter SBI and its associates, are restricted from voting on these resolutions. The outcome will be published on the company's website and communicated to the stock exchanges.