SHELL INDIA MARKETS PRIVATE LIMITED,MUMBAI vs. DEPUTY COMMISSIONER OF INCOME TAX CIRCLE 3(4), MUMBAI

आदेश / O R D E R PER AMIT SHUKLA (J.M): This appeal by the assessee is directed against the final assessment order dated 31 July 2024 passed under section 143(3) read with section 144C(13) and section 144B of the Income-tax Act, 1961, in pursuance of the directions issued by the Dispute Resolution Panel, Mumbai, under section 144C(5) for the assessment year 2020–21. The controversy before us straddles substantial transfer pricing adjustments Shell India Markets Pvt. Ltd. across multiple business segments of the assessee, together with certain corporate tax disallowances and consequential issues, all resting on a detailed factual and legal matrix.

2. The assessee, Shell India Markets Private Limited, is an Indian subsidiary of the Shell Group headquartered in the Netherlands. It is engaged in downstream oil operations, including retail sale of petroleum products, supply of lubricants and bitumen, as well as activities relating to a liquefied natural gas receiving terminal, a technology centre and a financial shared services unit. The assessee filed its return of income on 29 January 2021 declaring total income of Rs. 215,80,20,615/-. The case was selected for scrutiny and statutory notices were issued. In the course of assessment proceedings, it came to the notice of the Assessing Officer that the assessee had entered into substantial international transactions with its associated enterprises. Accordingly, the matter was referred to the Transfer Pricing Officer (TPO), Ward 4(1)(1), under section 92CA for determination of the arm‘s length price.

3. The TPO, after examining the transfer pricing documentation and carrying out his analysis, passed an order dated 29 July 2023 under section 92CA(3). He proposed an aggregate transfer pricing adjustment of Rs. 536,75,63,935/- across various streams of services, namely:

1. (i) provision of SBO IT services from Bengaluru; (ii) provision of SBO services from Chennai; Shell India Markets Pvt. Ltd. (iii) provision of technical services under the Project & Technology (P&T) division, E&P segment; (iv) cost allocation charges; and (v) mark-up on recoveries.

S No. Nature of adjustment Amount (INR) 1 Provision of SBO(IT) Services 109,94,08,144 (Bengaluru) 2 Provision of SBO Services (Chennai) 102,56,73,395 3 Provision of Technical Services 48,62,63,073 4 Cost Allocation Charges 269,01,24,471 5 Mark up on Recoveries 6,60,94,852 Total 536,75,63,935

4. Based on the aforesaid findings of the TPO, the Assessing Officer passed a draft assessment order dated 26 September 2023 under section 144C(1). In addition to incorporating the transfer pricing adjustments, he also made a corporate tax disallowance under section 40(a)(ia) amounting to Rs. 8,82,155/- on the ground of alleged short deduction of tax at source on a payment of Rs. 29,40,517/-.

5. The assessee filed detailed objections before the Dispute Resolution Panel (DRP) on 25 October 2023. After hearing the assessee, the DRP, by directions dated 29 June 2024, substantially upheld the action of the TPO. Pursuant thereto, the Assessing Officer passed the final assessment order dated 31 July 2024 under section 143(3) read with section 144C(13) and section 144B, sustaining the transfer pricing adjustments as well as the disallowance under section 40(a)(ia).

General Ground: 1 On the facts and in the circumstances of the case and in law, the AU/Ld. AO- NaFAC Transfer Pricing Officer (TPO)/Hon'ble DRP have erred in completing the assessment of the Appellant under Section 143(3) r.w.s. 144C(13) and 144B of the Act, wherein the total income is assessed at Rs. 755,61,45,499 in pursuance to the Directions issued by the DRP, as against Rs. 215,80,20,610 returned income. TRANSFER PRICING GROUNDS:

2. Provision of SBO IT services (Bengaluru) (Adjustment of INR 109,94,08,144) On facts and in circumstances of the case and in law, the learned AU/AO/TPO/DRP/have erred in making an upward adjustment amounting to INR 109,94,08,144 in respect of Provision of SBO IT services (Bengaluru) by the Appellant to Associated Enterprises ("AE"), alleging the same to be not at arm's length in terms of provisions of Chapter - X of the Act 2.1 Not appreciating the business model, functional, Asset & risk analysis undertaken by the Appellant and have further erred in not accepting the economic analysis undertaken by the Appellant in accordance with the provisions of the Act, read with rules, for determination of the ALP for provision of SBO IT services. 2.2 Rejecting the functionally comparable companies selected by the Appellant to benchmark the transaction of provision of SBO II services (Bengaluru) without giving any cogent reasons. 2.3 Accepting comparable companies with different functional, assets & risk profile as compared to the Appellant by cherry picking and placing reliance on AY 2017-18/AY 2018-19 comparable set which is non-contemporaneous. Further also not providing detailed economic analysis conducted for identification of the said comparables 2.4. Placing reliance on AY 2017-18/AY 2018-19 comparable set that is stated to be using some of the unjustified screening filters leading to distorted comparable companies with different functional, assets & risk profile as compared to the Appellant. 2.5 Not taking due cognizance of the submission of the Appellant wherein detailed contentions on non-comparability in relation to comparables proposed by learned TPO were highlighted. 2.6 Not appreciating that the Appellant's services are in the nature of basic information technology ("IT") and Information Technology enabled Services ("ITeS") and therefore, cannot be compared with high end service provider.

Shell India Markets Pvt. Ltd. 2.7. Not allowing to the Appellant, the benefit of working capital adjustment to account for the difference in its working capital position vis-à-vis that of the comparable companies, 2.8 Not allowing to the Appellant, the benefit of risk adjustment to account for the differential risk profile, as compared to the comparable companies.

3. Provision of SBO services (Chennai) (Adjustment of INR 102,56,73,395) On facts and in circumstances of the case and in law, the learned AU/AO/TPO/DRP have erred in making an upward adjustment amounting to INR 102,56,73,395 in respect of Provision of SBO services (Chennai) by the Appellant to AE, alleging the same to be not at arm's length in terms of provisions of Chapter - X of the Act: 3.1 Not appreciating the business model, functional, asset & risk analysis undertaken by the Appellant and have further erred in not accepting the economic analysis undertaken by the Appellant in accordance with the provisions of the Act, read with rules, for determination of the ALP for provision of SBO Chennai services. 3.2 Rejecting the functionally comparable companies selected by the Appellant to benchmark the transaction of provision of SBO services (Chennai) without giving any cogent reasons. 3.3 Accepting comparable companies with different functional, assets & risk profile as compared to the Appellant by not sharing the search process for identifying the comparables, cherry picking and placing reliance on AY 2017-18 and AY 2018-19 comparable set 3.4 Placing reliance on AY 2017-18/AY 2018-19 comparable set with unjustified screening filters leading to distorted comparable companies with different functional, assets & risk profile as compared to the Appellant 3.5 Not taking due cognizance of the submission of the Appellant wherein detailed contentions on non-comparability in relation to comparables proposed by learned TPO were highlighted.

Shell India Markets Pvt. Ltd. 3.6 Not appreciating that the shared services which are low end services in the nature of back-office support completely different in nature from that of high-end Information Technology enabled Services ("ITS") and therefore, cannot be held comparable 3.7 Accepting comparable companies with different functional, assets & risk profile as compared to the Appellant by placing reliance un previous year's comparable set. 3.8 Not allowing to the Appellant, the benefit of working capital adjustment to account for the difference in its working capital position vis-à-vis that of the comparable companies 3.9 Not allowing to the Appellant, the benefit of risk adjustment to account for the differential risk profile, as compared to the comparable companies 4. Provision of technical services ( P & T division – E & P segment) (Adjustment of In response to the 48,62,63,073) On facts and in circumstances of the case and in law, the learned AU/AO/TPO/DRP have erred in making an upward adjustment amounting to INR 48,62,63,073 in respect of provision of technical services (E&P segment) by the Appellant to AF, alleging the same to be not at arm's length in terms of provisions of Chapter X of the Act 4.1 Not accepting the economic analysis ('at cost principle') and placing reliance on earlier year's comparable set (ie AY 2018- 19/AY 2017-18) that makes use of unjustified screening filters leading to distorted comparable companies with different functional, assets & risk profile as compared to the Appellant. 4.2 Not accepting the economic analysis (at cost principle) and accepting comparable companies with difforent functional, assets & risk profile as compared to the Appellant by cherry picking and placing reliance on previous year's (AY 2017- 18/AY 2018-19) comparable set. Further also not providing detailed economic analysis conducted for identification of the said comparables 4.3 Not appreciating the business model, functional, asset & risk analysis undertaken by the Appellant and have further erred in not accepting the economic analysis (at cost principle)

Shell India Markets Pvt. Ltd. undertaken by the Appellant in accordance with the provisions of the Act, read with rules, for determination of the ALP for provision of technical services Without prejudice to the above, on the facts and circumstances of the case and in law, not appreciating that the Appellant corroborated benchmarking of P&T transaction (E&P segment) under 'other method' as prescribed under Rule 10AB of the Income-tax Rules, 1962, as it may produce better or more appropriate ALP on the facts of the case 4.4 Rejecting the economic analysis ('at cost Principle') undertaken by the appellant using CUP method as the most appropriate method to determine the arm's length price for provision of technical services in relation to upstream/E&P business: 4.5 Applying the same benchmark for determining the ALP of two distinct segments viz. Exploration and production ("E&P") and non-E&P services, without appreciating the inherent differences and commercial circumstances between the aforesaid two segments 4.6 Not appreciating provisions of Rule 10B(2) of Income Tax Rules, 1962 ('The Rules') for benchmarking this international transaction, wherein the rule recognizes conditions prevailing in the markets in which the respective parties to the transactions operate, including the geographical location and size of the markets, and the law and Government orders in force as comparable factors. 4.7 Not appreciating the Appellant's business model, functional, asset and risk profile, the prevalent Production Sharing Contract (PSC) framework and other International regulations, and thereby disregarding the 'at cost remuneration model of the Appellant to be at arm's length. 4.8 Disregarding the at-cost principle followed by other consortium members of the PSCs under the PSC framework as a CUP/ Other Method, for benchmarking the price charged by the Appellant from its AIs for provision of technical services in relation to upstream business Shell India Markets Pvt. Ltd. 4.9 Disregarding the various unique factors prevailing in the oil and gas industry in determination of the ALP of Appellant's transaction pertaining to upstream / E&P business, which justifies the "at cost principle 4.10 Without prejudice, not taking due cognizance of the submission of the Appellant wherein detailed contentions on non-comparability in relation to comparables proposed by learned TPO were highlighted. 4.11 Not allowing to the Appellant, the benefit of working capital adjustment to account for the difference in its working capital position vis-à-vis that of the comparable companies. 4.12 Not allowing to the Appellant, the benefit of risk adjustment to account for the differential risk profile, as compared to the comparable companies 5. Cost allocations (Adjustment of INR 269,01,24,471) On facts and in circumstances of the case and in law, the learned AU/AO/TPO/DRP have erred in making an upward adjustment amounting to INR 269,01,24,471 in respect of payments made by the Appellant to AE for Cost allocations, alleging the same to be not at arm's length in terms of provisions of Chapter-X of the Act 5.1 In applying other method' inappropriately by not providing any document or material on record for determining the ALP as 'NIL" for this transaction Thus, effectively none of the six prescribed methods for determining the ALP as per the Act have been applied to benchmark this international transaction by the TPΟ 5.2 Questioning the commercial expediency of services received, by disregarding the cost allocation arrangements/ agreements without providing any cogent reasons which is against the provisions of Section 37 of the Act 5.3 Disregarding the documentary evidence furnished by the Appellant and thereby concluding that no services have been rendered and no benefit has been received by the Appellant from such services. Thus, rejecting the benchmarking analysis conducted by the Appellant to benchmark the aforesaid international transaction.

Shell India Markets Pvt. Ltd. 5.4 Adopting an inconsistent approach vis-à-vis the approach adopted by the Ld. TPO/AO of the non-resident AEs and without appreciating that the factum of services stands accepted in the hands of such AEs 5.5 Adopting an inconsistent approach by the Ld TPO/AO by disallowing the cost allocation pertaining to downstream business, however, accepting cost allocation pertaining services segment. 5.6 Exceeding his jurisdiction by questioning the receipt of service and accrual of benefit 5.7 Not appreciating the huge intrinsic and creative value of these services without which it is very difficult to sustain in a highly competitive environment 5.8 Not granting the relief of indirect taxes, which are paid by Appellant to the government, while computing the adjustment.

6. Recovery of salary and related expenses (Markup on recoveries) (Adjustment of INR 6,60,94,852) On facts and in circumstances of the case and in law, the learned ALU/AΟ/ΤΡΟ/DRP have erred in making an upward adjustment amounting to INR 6,60,94,852 in respect of Recovery of salary and related expenses, alleging the same to be not at arm's length in terms of provisions of Chapter-X of the Act 6.1 Not appreciating that these expenses are pass through costs and the Appellant neither provides any services nor assumes any risk in relation to incurrence and recovery of these costs and thereby no mark-up is warranted. 6.2 Re-characterizing recovery of expenses/pass through cost as provision of support services and rejecting the benchmarking undertaken by the Appellant and applying TNMM to benchmark the transaction 6.3 Rejecting the benchmarking undertaken by the Appellant and applying TNMM to benchmark the transaction Shell India Markets Pvt. Ltd. 6.4 Not taking due cognizance of the submission of the Assessee wherein detailed contentions on non-comparability in relation to comparables proposed by the TPO were highlighted 6.5 Not providing detailed economic analysis undertaken for identification of comparables and computation of the proposed arm's length margin of 9.88 percent. 6.6. Not providing sufficient opportunity to the Appellant by not sharing the search process /economic analysis undertaken by the TPO for identification of comparables and computation of the proposed arm's length margin [ie, operating profit (OP)/ total cost (TC)] CORPORATE TAX GROUNDS 7. Disallowance of Rs. 8,82,155 under section 40(a)(ia) of the Act for short deduction of Tax. On the facts and in the circumstances of the case, the Ld. AO- NaFAC has erred in holding that the assessee has deducted short tax on an expenditure amounting to Rs. 29,40,517 and disallowed Rs. 8,82,155 i.e., 30 percent of such estimated expenses under section 40(a)(ia) of the Act. The Ld. AO-NaFAC failed to appreciate that complete documents (including Form 26A obtained from vendor was provided) and erred in not following the directions of the Honorable DRP. The Appellant prays that the said disallowance is erroneous, unwarranted and hence, be deleted.

8. Disallowance of Rs. 6,75,000 due to mismatch in the amount disallowed under Section 40(a)(in) as per Clause 21(b) and 34(a) of Tax Audit Report vis-à-vis amount disallowed in the Return of Income On the facts and in the circumstances of the case, the Ld. AO- NAFAC has erred in making disallowance of Rs. 6,75,000 as made by the Central Processing Centre, Income Tax Department while passing rectification order dated 22 March 2022 under Section 154 of the Act. The Appellant prays that the said disallowance is erroneous, unwarranted and hence, be deleted, Shell India Markets Pvt. Ltd.

9. Short grant of an advance tax credit of Rs. 5,33,124 On the facts and in the circumstances of the case, and in law, the learned Officer-NaFAC has erred in granting advance tax credit of Rs. 167,37,50,000 as against Rs. 167,42,83, 124 (including Rs. 5,33,124 pertaining to merged entity - Pennzoil Quaker State India Limited) as claimed by the Appellant in its ROI filed on 29 January 2021 The Ld. AO-NaFAC failed to appreciate the fact that credit of Rs. 533,124 is appearing in Form 26AS of POSIL which has merged with the Appellant. The Appellant prays that the Ld. AO-NaFAC to directed to grant credit of the balance advance tax amount 10. Levy of interest under section 234B of the Act. On facts and in circumstances of the case and in law, the Ld. AO- NaFAC has erred in levying consequential interest u/s. 234B of the Act for additions/disallowances made to the total income in the final assessment order Levy of interest (Rs. 65,95,467) under section 234D. On facts and in circumstances of the case and in law, the Ld. AO-NaFAC has erred in levying interest under Section 234D of the Act. The Ld. AO-NaFAC failed to appreciate that the refund on which interest under Section 234D is levied was only determined and never granted to the Appellant The Appellant prays that the Ld. AO-NaFAC be directed not to levy interest under Section 234D of the Act 12. Initiation of penalty proceedings under section 270 of the Act On facts and in circumstances of the case and in law, the learned Transfer Pricing Officer, the Ld. AO-NaFAC/DRP have erred in erred in initiating penalty proceedings for under- reported income of income u/s. 270A of the Act on the additions/disallowances made in the final assessment order without appreciating the facts that the Appellant has not under- reported income in its Return of Income.

13. Other Grounds:

Shell India Markets Pvt. Ltd. On the facts and circumstances of the case, the FAO dated 31 July 2024 is bad in law in not following the Hon'ble DRP directions dated 29 June 2024 under Section 144C(10) read with Section 144C(13) of the Act, consequently all further proceedings are also vitiated and invalid in law. The impugned FAO dated 31 July 2024 is invalid since the same is not in accordance with the procedure laid down under the provisions of section 144C of the Act.‖ 7. For the sake of clarity and convenience, we propose to deal with the transfer pricing grounds segment-wise, and thereafter address the corporate tax grounds and consequential issues. While doing so, the overlapping grounds and additional grounds shall be disposed of in a consolidated manner to avoid repetition. Ground No. 2 – Provision of SBO IT Services (Bengaluru) 8. During the year, the assessee provided support services in the nature of ―information technology enabled services‖ (ITES) and ―software development services‖ amounting in aggregate to INR 2390,01,77,042 to its associated enterprises. These services were provided to various operating companies of the Shell Group on a cost-to-cost basis. However, in order to comply with Indian transfer pricing regulations, the assessee, in its return of income, suo motu offered a mark-up at the rate of 12% on the relevant cost base, resulting in an enhanced income of INR 286,80,21,245/- in the return of income as entered income.

9.1. The TPO also made specific comments on only one of the comparables originally relied upon by the assessee, namely I Services India Pvt. Ltd., and thereafter reconfigured the comparable set.

10.1. After analysing the assessee‘s submissions, the TPO finally culled out the following set of seven companies as comparables for the combined SBO IT (ITES and software development) functions:

S No. Name of the Comparable Weighted Average % 1 Maveric System 11.04 2 Mindtree Ltd 12.49 3 Infosys BPM 16.44 4 Tech Mahindra Business services 16.60 5 Nihilent Ltd. 24.13 6 Tata Elexi 28.69 7 Cybage Software 46.44 Range 16.44% to 24.13% Median 16.60% Shell India Markets Pvt. Ltd.

• For ITES functions, the assessee‘s search yielded 9 comparables with an arm‘s length margin range of 5.15% to 9.28%; • For software development services, 14 comparables were identified, with a margin range of 3.66% to 15.12%; and • On a combined basis for these two closely-linked functions, the overall range worked out to 5.15% to 13.02%.

In this backdrop, he submitted that the assessee‘s 12% mark-up comfortably fell within the range and ought to have been accepted as being at arm‘s length.

• The minimum turnover filter of INR 1 crore is an objective filter designed to weed out start-up or defunct Shell India Markets Pvt. Ltd. entities. Once that threshold is applied, functional comparability and FAR analysis should guide the inclusion or exclusion of comparables. • In contrast, a mechanical 1/10 to 10 times turnover band is inherently subjective and arbitrary; there is no inherent logic as to why a multiple of ten, and not five or fifteen, should be treated as sacrosanct. • The adoption of this band, without any cogent reasoning, has resulted in exclusion of functionally comparable companies and allowed inclusion of entities with brand intangibles, diversified operations and significantly different risk profiles.

17. Ld. AR relying on the above extracted judgement submitted that TPO has applied 1/10-10 times turnover filter only to cherry pick the comparables after the completion of search process with an intent to exclude the companies which are otherwise comparable to the functional profile of the assessee. Lengthy arguments were placed by the Ld. AR on this issue. The crux of the arguments is that the TPO has applied a subjective turnover filter of 1/10-10 times while rejecting the minimum turnover filter of INR 1 Crore applied by the TPO without giving any cogent reasons.

18. Ld. AR argued for rejection of 5 of the comparables introduced by the TPO which are listed below:- S No. Name of the comparable Reasons 1 Tata Elxsi Limited 1.Brand value 2. Dissimilar functions 3. Diversified activities 4. Lack of segmental Shell India Markets Pvt. Ltd.

19. In order to buttress his arguments Ld. AR furnished a chart running into 40 pages with screenshots of annual reports and other relevant extracts. It was pointed out that the annual reports of all these comparables are already part of the record and filed as a separate paper book before the Tribunal.

Shell India Markets Pvt. Ltd. 22. To understand this point we have to look to the statutory frame work under Rule 10B(4) and Rule 10B(5) of the Income Tax Rules, 1962 which for the sake of ready reference are reproduced hereinbelow:-

―10B(4) The data to be used in analysing the comparability of an uncontrolled transactions with an international transaction or a specified domestic transaction shall be the data relating to the financial year (hereinafter in this rule and rule 10CA referred to as the ‗current year‘) in which the international transaction or the specified domestic transaction has been entered into: Provided that data relating to a period not being more than two years prior to the current year may also be considered if such data reveals facts which could have an influence on the determination of transfer prices in relation to the transactions being compared: Provided further that the first proviso shall not apply while analysing the compatibility of an uncontrolled transaction with an international transaction or a specified domestic transaction entered into on or after 1st day of April 2014. 10B(5) In a case there the most appropriate Method for determination of the arm‘s length price of an international transaction or a specified domestic transaction entered into on or after 1st day of April 2014 is the method …………. then notwithstanding anything contained in sub rule (4) the data to be used for analysing the comparability of an uncontrolled transaction with an international transaction or a specified domestic transaction shall be – (i) the data relating to the current year; or (ii) the data relating to the financial year immediately preceding the current year, if the data relating to the current year is not available at the time of furnishing the return of income by the assessee for the assessment year relevant to the current year.‖ Shell India Markets Pvt. Ltd.

(2) A dataset shall be constructed by placing the prices referred to in sub-rule (1) in an ascending order and the arm's length price shall be determined on the basis of the dataset so constructed: Provided that in a case referred to in clause (i) of sub-rule (5) of rule 10B, where the comparable uncontrolled transaction has been identified on the basis of data relating to the current year and the enterprise undertaking the said uncontrolled transaction, [not being the enterprise undertaking the international transaction or the specified domestic transaction referred to in sub-rule (1)], has in either or both of the two financial years immediately preceding the current year undertaken the same or similar comparable uncontrolled transaction then,- Shell India Markets Pvt. Ltd. (i) the most appropriate method used to determine the price of the comparable uncontrolled transaction undertaken in the current year shall be applied in similar manner to the comparable uncontrolled transaction or transactions undertaken in the aforesaid period and the price in respect of such uncontrolled transactions shall be determined; and (ii) the weighted average of the prices, computed in accordance with the manner provided in sub-rule (3), of the comparable uncontrolled transactions undertaken in the current year and in the aforesaid period preceding it shall be included in the dataset instead of the price referred to in sub-rule (1):

Provided further that in a case referred to in clause (ii) of sub- rule (5) of rule 10B, where the comparable uncontrolled transaction has been identified on the basis of the data relating to the financial year immediately preceding the current year and the enterprise undertaking the said uncontrolled transaction, [not being the enterprise undertaking the international transaction or the specified domestic transaction referred to in sub-rule (1)], has in the financial year immediately preceding the two financial years undertaken the same or similar comparable uncontrolled transaction then,— (i) the price in respect of such uncontrolled transaction shall be determined by applying the most appropriate method in a similar manner as it was applied to determine the price of the comparable uncontrolled transaction undertaken in the financial year immediately preceding the current year; and (ii) the weighted average of the prices, computed in accordance with the manner provided in sub-rule (3), of the comparable uncontrolled transactions undertaken in the aforesaid period of two years shall be included in the dataset instead of the price referred to in sub-rule (1):

Shell India Markets Pvt. Ltd. Provided also that where the use of data relating to the current year in terms of the proviso to sub-rule (5) of rule 10B establishes that,— (i) the enterprise has not undertaken same or similar uncontrolled transaction during the current year ; or (ii) the uncontrolled transaction undertaken by an enterprise in the current year is not a comparable uncontrolled transaction, then, irrespective of the fact that such an enterprise had undertaken comparable uncontrolled transaction in the financial year immediately preceding the current year or the financial year immediately preceding such financial year, the price of comparable uncontrolled transaction or the weighted average of the prices of the uncontrolled transactions, as the case may be, undertaken by such enterprise shall not be included in the dataset.

Shell India Markets Pvt. Ltd.  Third Proviso clearly mentions that for functional comparability current year’s data is most relevant. If any comparable is not functionally comparable in the current year then even if the comparable is functionally comparable for the prior two years, the same cannot be used as a comparable.

• Starting from the qualitative analysis dump of companies engaged in ITES/software support functions, the assessee first identified those entities that were broadly similar to the SBO IT functions. • From this pool, companies were weeded out by applying objective filters such as: (a) foreign exchange earnings of at least 25%; Shell India Markets Pvt. Ltd. (b) RPT threshold; and (c) other standard quantitative criteria. • The assessee then shortlisted a set of 17 companies for which segmental or overall margins were computed for three years (FYs 2017–18, 2018–19 and 2019–20), and from these, a further refined set of 8 companies was derived after applying additional filters relating to foreign exchange turnover and RPT.

The entire exercise is tabulated in the assessee‘s letter dated 17th June 2025 in the form of detailed tables and step-wise working:-

“TP Adjustment pertaining to Ground no. 2 for International Transaction of Provision of Services by SBO IT (TP Adjustment of INR 1,099,408,144) The captioned appeal came up for hearing before the Hon‘ble ‗H‘ Bench of the Tribunal on 4th June 2025 and the Hon‘ble ITAT members asked the Counsel/Appellant to submit list of comparable company‘s which are broadly similar to the functions of SBO IT (only for the IT Set). Considering Hon‘ble member‘s request, the appellant hereby submits the comparable analysis as under: 1. Summary of the comparable companies identified from the Qualitative Analysis (for the IT set): Count of Summary of the comparable (IT Set) comparable Comparable count as per transfer pricing study report (‘TP Report’) 14 Analysis for identifying additional comparable which are broadly similar to SBOIT functions (IT set), as requested by Hon’ble ITAT member as under: Add: Addl. comparable considered, similar to SBOIT functions from the existing Qualitative Analysis dump 22 Total count at this stage 36 Application of below Assessee’s filter as directed by the Hon’ble ITAT member to follow the contemporaneous process Shell India Markets Pvt. Ltd. Count of Summary of the comparable (IT Set) comparable of search as per the TP Study report (filter as mentioned in the TP Study Report) Less: Companies rejected under Forex<25% filter (from Additional count of 22) -8 Less: Companies rejected under Related Party Transaction (‘RPT’) filter (from Additional count of 22) -7 Less: Companies rejected under Employee cost to turnover <25% filter (from Additional count of 22) -2 Less: Companies rejected under Consistent loss making filter (from Additional count of 22) -2 Count of comparable finally considered by appellant from the Qualitative Analysis for IT set under SBO IT 17 2. The margin working/range of margin for the above 17 (i.e. IT Set) comparable is summarized as under: Sr. Dat Company Name Segment OP/TC OP/TC OP/TC Weighte No. a Name 2018 2019 2020 d flag (%) (%) (%) Average 1 C Rheal Software Ltd* -13.86% 3.11% -3.54% -4.37% 2 C DCIS Dot Com 2.15% -1.37% -5.09% -0.61% Solutions India Pvt Ltd. * 3 P Ideavate Solutions 1.51% -0.14% 1.28% 0.79% Pvt Ltd 4 P Harbinger Systems 7.93% 3.20% -4.66% 1.67% Pvt Ltd* 5 AR Orangescape 12.44% 0.79% 0.46% 3.39% Technologies Ltd. * 6 P Evoke Technologies 2.87% 3.62% 4.18% 3.66% Pvt. Ltd. * 7 P Isummation -0.19% 5.49% 4.97% 3.66% Technologies Pvt. Ltd. * 8 P Happiest Minds -3.79% 8.53% 13.66% 6.95% Technologies Pvt Ltd 9 P Infomile Technologies 8.68% 9.77% 5.16% 8.25% Ltd. * 10 AR Supreme Netsoft Pvt 9.59% 9.99% 14.35% 11.44% Ltd* 11 P Mindtree Ltd. * 13.71% 15.14% 10.74% 13.04% 12 P- R Systems Information 13.96% 11.01% 19.30% 15.12% Seg International Ltd. * Technology Services & Products 13 AR E-Zest Solutions Ltd. 21.83% 9.72% 16.37% 15.72% Shell India Markets Pvt. Ltd. Sr. Dat Company Name Segment OP/TC OP/TC OP/TC Weighte No. a Name 2018 2019 2020 d flag (%) (%) (%) Average * 14 P Great Software 14.31% 17.75% 16.77% 16.49% Laboratory Pvt. Ltd. 15 P Sasken Technologies 14.01% 19.35% 26.64% 19.81% Ltd. * 16 P Sagarsoft (India) Ltd. 29.06% 26.17% 8.65% 20.79% * 17 P C G-V A K Software 12.75% 29.43% 29.45% 24.84% & Exports Ltd. * NA - Not Available Counts 17 Mean 9.45% Median 8.25% 35th Percentile 3.66% 65th Percentile 15.12% *TP Report comparable The detailed PLI working along with the summary for the above 17 comparable is attached as Annexure 1.

Based on three years‘ data, i.e. financial years 2017-18, 2018- 19 and 2019-20, the 35th and 65th percentile of the weighted average NCP earned by these broadly comparable independent companies performing functions similar to SBO IT ranges from 3.66 per cent to 15.12 per cent with median of 8.25 per cent. The markup of 12% offered by SIMPL for the said SBO IT segment is within the arm‘s length range of weighted average NCP of the broadly independent comparable companies. Based on the above, the said international transaction can be concluded to be adhering to arm‘s length principle, as required under the Indian TP Regulations. Further, basis similar analysis requested by the Hon‘ble ITAT member earlier, the comparable companies considered under Sr. Data Company Segment NCP NCP NCP Weighted No Flag Name Name 2018 2019 2020 Average (%) (%) (%) (%) 1 P Global 1.33% 1.42% 1.21% 1.31% Healthcare Billing Pvt Ltd* 2 P Remunance 8.43% 8.30% 4.44% 7.20% Systems Pvt. Ltd. 3 C Silgate 0.70% 12.69% 8.94% 7.55% Solutions Ltd* 4 P- R Systems Business 6.63% 14.19% 6.39% 9.28% Seg International process Ltd.* outsourcing services 5 AR Accenture 14.55% 15.34% 16.08% 15.38% Solutions Pvt. Ltd. 6 P Sundaram 27.76% 11.49% 12.55% 15.83% Business Services Ltd.* 7 P Cosmic Global 1.09% 24.32% 20.90% 16.01% Ltd.* 8 P Allsec 18.94% 21.74% 15.51% 18.34% Technologies Ltd.* Counts 8 Mean 11.36% Median 12.33% 35th Percentile 7.55% 65th Percentile 15.83% The markup of 12% offered by SIMPL for the said SBO IT segment is within the arm‘s length range of weighted average NCP of the broadly independent comparable companies. Based on the above, the said international transaction can be concluded to be adhering to arm‘s length principle, as required under the Indian TP Regulations.

3. Further, the Business Description/Nature of business for the above mentioned 17 comparable basis the Annual report/Website is attached as Annexure 2.

4. The Annual reports for FY 2019-20 of the above mentioned 17 comparableare attached as Annexure 3.

5. The Qualitative Analysis dump from both the databases for Prowess, Capitaline, Prowess Segmental and Capitaline Segmental is attached as Annexure 4. Our prayer In view of all the above stated facts and laws, the Appellant pleads that the said international transaction for provision of services by SBO IT may be concluded to be adhering to arm‘s length principle, as required under the Indian TP Regulations.

Shell India Markets Pvt. Ltd. 32. In our considered view, the interests of substantial justice, and the statutory mandate of a fair, contemporaneous comparability analysis, would best be served if the entire issue of transfer pricing adjustment in respect of provision of SBO IT services (Bengaluru) is restored to the file of the TPO/Assessing Officer for a de novo determination. While doing so, we deem it appropriate to issue the following broad directions:

(i) The TPO shall disregard the mechanical importation of comparables from AYs 2017–18 and 2018–19 and instead undertake a fresh, current-year search for AY 2020–21, in terms of Rule 10B(5) read with Rule 10CA, using data relating to the current financial year (and, where legitimately permissible, the immediately preceding year) and applying objective filters. (ii) In the course of this exercise, the TPO shall consider, in detail, the fresh comparable set and supporting analysis placed by the assessee in its letter dated 17 June 2025, together with all annexures, including: • the qualitative analysis dump; • the step-wise derivation of the final comparable set; and • the computation of multi-year and weighted margins. (iii) The TPO shall examine the functional profile, asset base and risk attributes of each proposed comparable vis-à-vis the assessee, and record clear findings on inclusion or exclusion.

Shell India Markets Pvt. Ltd. (iv) The TPO shall eschew arbitrary or unexplained filters— such as a 1/10 to 10 times turnover band—unless he is able to substantiate, by cogent reasoning, how any such filter aligns with the FAR profile of the assessee and the statutory rules. (v) It shall be open to the assessee to urge all contentions in law and on facts, including on the need, if any, for working capital or risk adjustments, and the TPO shall examine such contentions uninfluenced by the earlier rejection.

Ground No. 3 – Provision of SBO Services (Chennai) 35. We now turn to Ground No. 3 concerning the provision of SBO services by the Chennai unit. During the year, the assessee provided support services in the nature of ITES Shell India Markets Pvt. Ltd. (back-office shared services) amounting to INR 1203,84,20,125 to its associated enterprises. These services, too, were rendered on a cost-to-cost basis to various Shell group operating entities. For transfer pricing purposes, the assessee suo motu offered a mark-up of 8% on the relevant cost base, resulting in an enhanced income of INR 96,30,73,610 in its return. In its transfer pricing study, the assessee again adopted TNMM with OP/OC as PLI and itself as the tested party. For this segment, the assessee identified 9 comparables with an arm‘s length margin range of 5.15% to 9.28%, and concluded that its 8% mark-up fell within the arm‘s length range and ought to be accepted.

36.1. Following this earlier-year approach, the TPO eventually proposed a set of two comparables, Infosys BPM and Tech Mahindra Business Services, with the following margins:

S No. Name of the Comparable Weighted Average %

39. Ld. AR vehemently argued that the TPO has not provided any cogent reasons for rejecting the benchmarking analysis conducted by the assessee. The arguments of the Ld. AR in relation to the application of 1/10-10 times turnover filter have already been captured in the earlier part of this order. Ld. AR then referred to the chart already furnished by him to argue on two comparables selected by the TPO. Detailed arguments were made by the Ld. AR for rejection of (i) Infosys BPM and (ii) Tech Mahindra Business Services pointing out the functional differences with reference to the extract of annual reports reproduced in the chart furnished. Ld. AR pointed out that similar to SBO-IT Bengaluru the TPO has not carried out a fresh search and has used the comparable set which was used in AY 2017-18 and 2018-19. In so far as various comparables which assessee had chosen in its TP study report we had discussed this issue in length during the Shell India Markets Pvt. Ltd. hearing and it was found that even some of those comparables chosen by the assessee may not be comparable on FAR analysis and also the comparables chosen by the assessee have not been tested or analysed by the ld. TPO or ld. DRP. Therefore, in the interest of justice after providing opportunity of hearing to both the parties we direct the ld. AR to furnish fresh comparable companies after detailed search and file the list of such comparables which are particularly similar to the functional profile of the assessee. As in the case of the SBO IT segment, the Bench suggested that the assessee should place on record a fresh, objective, current- year comparability analysis for SBO Chennai. In response, the assessee filed, during the course of hearing, a letter specifically addressing the SBO Chennai segment, together with detailed annexures. In this letter, the assessee has: • started from the original 9 comparables in its transfer pricing study (including I Services India Pvt. Ltd.); • reduced the set for certain companies where foreign exchange earnings were below 25%; • mined the existing qualitative analysis dump for additional companies broadly similar to SBO Chennai functions; and • thereafter applied RPT and foreign exchange filters to arrive at a refined set of 8 comparables.

40. The content of the letter is reproduced as under:- ―Based on the Hon‘ble ITAT direction during the course of hearing dated 3rd May 2025, the Assessee submitted a additional comparable analysis on 29th May 2025 vide letter Shell India Markets Pvt. Ltd. dated 29th May June 2025, which is given below and reproduced for your ready reference: ―The Appellant had filed the captioned appeal before the Hon‘ble Tribunal on 20 September 2024 against the final assessment order dated 31st July 2024 passed by the Assessment unit under Section 143 (3) r.w.s. 144C (13) and 144B of the Income Tax Act, 1961 (‗the Act‘). TP Adjustment pertaining to Ground no. 3 for International Transaction of Provision of Services by SBO Chennai (TP Adjustment of INR 102,56,73,395) The captioned appeal came up for hearing before the Hon‘ble ‗H‘ Bench of the Tribunal on 6th May 2025. Where our counsel argued on ground no. 3 pertaining to the provision of services by SBO Chennai. The Hon‘ble ITAT members asked the Counsel/Appellant to submit list of comparable company‘s which are broadly similar to the functions of SBO Chennai segment. Considering Hon‘ble member‘s request, the appellant hereby submits the comparable analysis as under: 1. Summary of the comparable companies identified from the Qualitative Analysis: Count of Summary of the comparable comparable Comparable count as per transfer pricing study report (‘TP Report’) (including ‘I services India Pvt. Ltd.’) 9 Transfer Pricing Officer rejected only 1 comparable i.e. 'I Services India Pvt. Ltd.' -1 Comparable as per the TP Report (excluding ‘I Services India Pvt. Ltd.’) 8 Analysis for identifying additional comparable which are broadly similar to SBOC functions, as requested by Hon’ble ITAT member as under: Less: Comparable from TP report rejected, as Forex<25% (AR available as on today) -2 Comparable as per TP report 6 Add: Addl. comparable considered, similar to SBO Chennai functions from the existing Qualitative Analysis dump 12 Add: ‘Accenture Solutions Pvt. Ltd.’ (considered in the final list of comparable basis suggestion from the Hon’ble ITAT member) 1 Total count at this stage 19 Less: Rejected under Forex<25% filter -3 Less: Rejected under Related Party Transaction (‘RPT’) filter -8 Count of comparable finally considered by appellant from the Qualitative Analysis 8

2. The margin working/range of margin for the above 8 comparable is summarized as under. Sr. Data Company Segment NCP NCP NCP Weighted No Flag Name Name 2018 2019 2020 Average (%) (%) (%) (%) 1 P Global 1.33% 1.42% 1.21% 1.31% Healthcare Billing Pvt Ltd* 2 P Remunance 8.43% 8.30% 4.44% 7.20% Systems Pvt. Ltd. 3 C Silgate 0.70% 12.69% 8.94% 7.55% Solutions Ltd* 4 P- R Systems Business 6.63% 14.19% 6.39% 9.28% Seg International process Ltd.* outsourcing services 5 AR Accenture 14.55% 15.34% 16.08% 15.38% Solutions Pvt. Ltd. 6 P Sundaram 27.76% 11.49% 12.55% 15.83% Business Services Ltd.* 7 P Cosmic Global 1.09% 24.32% 20.90% 16.01% Ltd.* 8 P Allsec 18.94% 21.74% 15.51% 18.34% Technologies Ltd.* Counts 8 Mean 11.36% Median 12.33% 35th Percentile 7.55% 65th Percentile 15.83% *TP Report comparable The detailed PLI working along with the summary for the above 8 comparable is attached as Annexure 1. Based on three years‘ data, i.e. financial years 2017-18, 2018-19 and 2019-20, the 35th and 65th percentile of the weighted average NCP earned by these broadly comparable independent companies performing functions similar to SBO Chennai ranges from 7.55 per cent to 15.83 per cent with median of 12.33 per cent.

The markup of 8% suo-moto offered by SIMPL for the said SBO Chennai segment is within the arm‘s length range of weighted average NCP of the broadly independent comparable companies. Based on the above, the said international transaction can be concluded to be adhering to arm‘s length principle, as required under the Indian TP Regulations.

5. The Qualitative Analysis dump from both the databases for Prowess, Capitaline, Prowess Segmental and Capitaline Segmental is attached as Annexure 4. Our prayer In view of all the above stated facts and laws, the Appellant pleads that the said international transaction for provision of services by SBO Chennai may be concluded to be adhering to arm‘s length principle, as required under the Indian TP Regulations.”

Shell India Markets Pvt. Ltd. • Its own 8% suo motu mark-up falls within the 35th– 65th percentile arm‘s length corridor; and • It is comfortably above the lower bound (7.55%), and is thus consistent with the arm‘s length principle.

Sr. Data Company Segment NCP NCP NCP Weighted No Flag Name Name 2018 2019 2020 Average (%) (%) (%) (%) 1 P Global 1.33% 1.42% 1.21% 1.31% Healthcare Billing Pvt Ltd* 2 P Remunance 8.43% 8.30% 4.44% 7.20% Systems Pvt. Ltd. 3 C Silgate 0.70% 12.69% 8.94% 7.55% Solutions Ltd* 4 P- R Systems Business 6.63% 14.19% 6.39% 9.28% Seg International process Ltd.* outsourcing services 5 AR Accenture 14.55% 15.34% 16.08% 15.38% Solutions Pvt. Ltd. 6 P Sundaram 27.76% 11.49% 12.55% 15.83% Business Services Ltd.* 7 P Cosmic Global 1.09% 24.32% 20.90% 16.01% Ltd.* 8 P Allsec 18.94% 21.74% 15.51% 18.34% Technologies Ltd.* Counts 8 Mean 11.36% Median 12.33% 35th Percentile 7.55% 65th Percentile 15.83%

2. Accordingly, we set aside the impugned adjustment in Shell India Markets Pvt. Ltd. relation to the provision of SBO services (Chennai) and restore the matter to the file of the TPO/Assessing Officer with the following directions:

(i) The TPO shall carry out a fresh, current-year comparability analysis for AY 2020–21 in respect of the SBO Chennai segment, in accordance with Rule 10B(5) and Rule 10CA, using appropriate current-year data and, where permissible, immediately preceding year data.

(ii) In doing so, the TPO shall examine the fresh comparable set and detailed workings placed by the assessee during the hearing, including the process by which the final set of 8 comparables is derived, and the computation of multi-year margins and percentiles.

(iii) The TPO shall undertake a detailed FAR analysis vis-à-vis each proposed comparable, recording a reasoned conclusion on inclusion or exclusion, and shall not mechanically adopt either the earlier-year comparables or the present 2-company set unless independently justified.

(iv) The assessee shall be at liberty to urge all contentions in law and on facts; and the TPO shall grant due and effective opportunity of hearing and shall deal with the submissions by a speaking order.

Ground No. 4 – Provision of Technical Services (P&T Division – E&P Segment) 48. Ground No. 4 relates to the transfer pricing adjustment in respect of technical services rendered under the Project & Technology (P&T) division, specifically the upstream Exploration & Production (E&P) segment.  P&T Upstream - Explorations &Production (E&P) services INR 294.35 Crores. The E&P services have been provided by the assessee on cost-to-cost basis and no mark has either been charged or suo-moto offered in return of income. This is a subject matter of dispute before this Tribunal.  P&T Downstream - Other services (other than E&P services) INR 1138.62 Crores. In the case of other services, the assessee has offered a suo-moto markup of 16% on the cost incurred. In order to benchmark the suo-moto markup of 16%, the assessee has used TNMM as the most appropriate method with OP/OC as the PLI and the assessee as the tested party. The assessee undertook benchmarking exercises and selected 9 comparables with arm‘s length range of 5:15% to 9.28% and thus it concluded that the suo-moto markup of 16% is at arm‘s length.The suo-moto margin of 16% offered Shell India Markets Pvt. Ltd. by the assessee on other services was not disputed by the TPO.

Shell India Markets Pvt. Ltd. ―The Appellant had filed the captioned appeal before the Hon‘ble Tribunal on 20 September 2024 against the final assessment order dated 31st July 2024 passed by the Assessment unit under Section 143 (3) r.w.s. 144C (13) and 144B of the Income Tax Act, 1961 (‗the Act‘). The said appeal came up for hearing before the Hon‘ble ‗H‘ Bench of the tribunal on 21st July 2025 which got adjourned to 21st August 2025. On 18th June 2025, the Ld. DR shared, letter dated 18th June 2025 with respect to ground no. 4, pertaining to the international transaction of Provision of Technical Services. The said letter dated 18th June 2025 furnished by the DR has been enclosed as Annexure 1. Reply of the Appellant in respect of the said letter furnished by the DR is mentioned below. I. Nature of Services The services in question were provided by the P&T (Projects & Technology) unit of the Shell India Markets Pvt. Ltd. (SIMPL) to its AEs engaged in the upstream oil & gas business. These services are in relations to Production sharing Contract (‗PSC‘) entered with the relevant Governments by consortium for exploration and production of oil and gas.

II. India‟s position on upstream services rendered by affiliates under PSC. a) Model India – PSC - As prescribed by the Government of India It is pertinent to note that the Indian transfer pricing regulations under Rule 10B(2) of Income tax Rules, 1962 (‗Rules‘), require that arm‘s length pricing to be determined taking into account the government instruction/policy/order/ restriction and legal obligations. Extract of Rule 10B(2)(d) is mentioned below for your easy reference: ‗(d) conditions prevailing in the markets in which the respective parties to the transactions operate, including the geographical location and size of the markets, the laws and Government orders in force, costs of labour and capital in the markets, overall economic development and level of competition and whether the markets are wholesale or retail.‘ Shell India Markets Pvt. Ltd. In this context, Your Honor‘s will appreciate that Government of India, itself has published/displayed a Model PSC, which every organization has to follow in case they are entering into exploration and production contract. These PSC‘s mandates that any services rendered by consortium members or their affiliates are to be charged at cost only. This Model India PSC is available on the Indian Government Website (attached as Annexure 2). As will be noted that the draft Model PSC of India available on the Govt. of India website under the New Exploration Licensing Policy (NELP) (see section 3.1.4 Charges for services of Appendix C of the Model PSC) strictly mandate the “at cost” principle as the norm for charging by affiliates. (Refer Website link: 56cee2dfb848d4_MPSC_NELP-IV.pdf). Website screenshot below for easy reference:

Relevant paragraph of the said Draft Model PSC of India clearly states that only cost is to be charged by the affiliates of the Contractor. And the same is highlighted below for easy reference.

(Refer page no. 115 of Annexure 2)

 From a bare reading of the above clauses, it is clear that the Govt. of India strictly mandates the globally and industry wide practice of „at cost‟ principle for PSC.  The Government of India signs PSCs which are based on the aforesaid model PSC; and thereby it is a government order/restriction of ‗At cost‘ pricing for all consortium members (including the affiliates).  Further, the Production Sharing Contracts are drafted and issued by the Ministry of Petroleum & Natural Gas in India and once it is signed and activated, it has the sovereign sanctity. This clearly implies that such PSCs signed by Govt. of India is legally enforceable and has a standing in eyes of law. The Comptroller and Auditor General (CAG) of India also audits the PSCs applied and enforced from time to time. Hence, the terms of PSC cannot be disputed under the Income Tax Act (which is also enacted by Parliament only). Hence, the generalized statements/contentions of the DR in his letter does not hold good both in practice and law.

Shell India Markets Pvt. Ltd.  In accordance with Rule 10B(2)(d) of the Income Tax Rules, the order/mandate of Government of India in the PSC regarding ―at cost‖ has to be followed and adopted for the purpose of arm‘s length price determination. b) Signed PSCs by Government of India strictly mandate “at cost” –– Few signed PSCs enclosed. As per the ITAT hearing dated 4th June 2025, the Appellant submits the signed PSCs executed in India, by Shell Group, for similar services (i.e., when Indian entities are availing services from overseas AEs), are also required to follow „At cost‟ principle. Accordingly, this ‗at cost‘ principle is uniformly followed & adopted for both services availed and rendered.  The Signed PSC attached as Annexure 3A:Parties to Contract are Government of India, ONGC, and BG Exploration & Production India Ltd.  The Signed PSC attached as Annexure 3B:Parties to Contract are Government of India, ONGC, Enron Oil & Gas India Ltd. (which was later acquired over by BG Exploration & Production India Ltd.), and Reliance Industries Ltd. In this context, it is relevant to mention that both the above- mentioned PSC‘sreiterates the fact that no element of profit shall be charged by contractors' affiliates while rendering services. Relevant paragraph (from Annexure 3A) stating the fact that only cost is to be charged by the affiliates of the Contractor is highlighted below for easy reference.

(Refer page no. 111 of Annexure 3A)

Relevant paragraph (from Annexure 3B) stating the fact that only cost is to be charged by the affiliates of the Contractor is highlighted below for easy reference.

(Refer page no. 113 of Annexure 3B)

Conclusion: In light of the above, PSC‟s signed by the Government of India, (being sovereign restriction) bind the Shell Group of entities to render services only „At cost‟ principle. This „At cost‟ principle being mandated by the Government, would need to be respected and consequently the transaction ought to be considered at ALP. Further, the principle of „at cost‟ is uniformly III. Technical position under Indian Transfer Pricing Regulations a) Rule 10B(2)(d) of the Income Tax Rules Considering the above PSC‘s and the nature of services, the law makers themselves have provided for such exigency under Rule 10B(2)(d) of the Income Tax Rules. The said rule supports the contention of the Appellant that parties should operate, considering the conditions prevailing in the markets/laws and Government orders in force. As per Rule 10B(2)(d) of the Rules, conditions prevailing in the markets in which the respective parties to the transactions operate, including the geographical location and size of the markets, the laws and Government orders in force, costs of labour and capital in the markets, overall economic development and level of competition and whether the markets are wholesale or retail must be given due regard to while determining whether a particular transaction is at ALP. The appellant would like to place on record the fact that the Hon‘ble Mumbai ITAT in case of Reliance Industries Ltd. (ITA 579/ Mum./ 2021) has given complete relief to the assessee for exactly the same transaction, where Reliance Industries Ltd. has provided similar services to its AE at cost. The summary of Reliance decision is mentioned in the below section. b) Reliance Industries Ltd. (ITA 579/ Mum./ 2021)

The Appellant would like to highlight that in case of Reliance Industries Ltd. (ITA 579/ Mum./ 2021), it was held that where there is a legal condition precedent in entering transaction in respective Production Sharing Contract market that the AE's affiliates are not allowed to have any mark up on a supply of services to AE, the ALP is required to be determined having regard to this condition. The relevant extract from Reliance judgment is extracted below: Extract of ITAT ruling (Para 71)

Shell India Markets Pvt. Ltd. ―…Having heard both the parties and perused the material available on record, we find that this is a recurring issue and has been decided in favour of the assessee in preceding assessment years. We further find that in assessment years 2014-15 and 2015- 16, coordinate bench of the Tribunal vide order dated 08/03/2022, observed as under…‖ Extract of ITAT ruling [Para 71 (Para 73 of coordinate bench ruling)] ―…Undoubtedly, one of the critical factors in determining the ALP, as recognized by rule 10B(2)(d), is conditions prevailing in the market in which AEs operate, and once it's a legal condition precedent in entering the transaction in the respective PSC market is that the AE's affiliates are not allowed to have any mark up on a supply of services to the AE, the determination of ALP is required to be having regard to this condition. Viewed thus, the cost-to-cost rendition of services can indeed be viewed as an arm's length transaction. In view of these discussions, and being consistent with the co-ordinate bench decisions, we uphold the action of the CIT(A) and decline to interfere in the matter…‖ Further, the Appellant has summarized below the similarity between the ITAT ruling in case of Reliance Industries Ltd. vis a vis the Appellant‘s fact of the case.

Subject In case of Reliance Industries Appellant’s (SIMPL) fact of the Limited (RIL) (as extracted case from the Mumbai ITAT order) PSC - The RIL’s AE had entered into - The appellant’s AE had entered into production sharing agreement production sharing agreement with the with the Government of various foreign Government (i.e. Kurdistan for exploration and Nigeria, Arab republic of Egypt, etc.) development of petroleum for exploration and development of - Pursuant to said PSC, any petroleum professional or administrative - Pursuant to said PSC, any services services provided by AE’s provided by AE’s affiliate (i.e. SIMPL) affiliate (i.e. RIL) shall be on shall be on cost-to-cost basis cost-to-cost basis. - Pursuant to PSCs (in our case Nigeria PSC), charges for providing technical P&T (E&P) related services shall reflect the actual cost only and must be consistent with international market prices and shall not include any element of profit.

Shell India Markets Pvt. Ltd. Subject In case of Reliance Industries Appellant’s (SIMPL) fact of the Limited (RIL) (as extracted case from the Mumbai ITAT order) Scope - of Professional or administrative - Professional, administrative, scientific services pertaining to drilling and technical services for the direct work operations for exploration and benefit of Petroleum Operations which development of petroleum includes drilling operations for exploration and development of petroleum Application - RIL provided support - SIMPL has provided support services to its AE for drilling services to its AEs for drilling and of Rule operations carried out by the exploration operations carried out 10B(2)(d) AE. by the AE. basis the - RIL charged its AE on cost to - SIMPL charged its AE on cost to PSC cost basis considering the cost basis considering the restrictions mentioned in the restrictions mentioned in the PSC PSC signed by overseas AEs signed by overseas AEs. - RIL submitted that since the transaction would get - SIMPL submits that the transaction covered by Rule 10B(2)(d) is governed by the PSC (Model and theamount charged by India PSC and overseas PSC) and the RIL was at arm’s length. hence would get covered by Rule 10B(2)(d) and the amount charged by the Appellant is at arm’s length. Accordingly, under both the cases i.e., SIMPL and RIL, the taxpayer is bound by provisions mentioned in PSC i.e. to render services at cost. c) Enron Global Exploration and Production Ltd (Delhi ITAT No 861 of 2005) Further, the Appellant would like to highlight the fact that Indian companies under PSC arrangement also receive services from their foreign counterparts on a cost-to-cost basis. Reference in this regard can also be made to the case of ACIT vs Enron Global Exploration and Production Ltd (IT Appeal no.861 (Delhi) of 2005) wherein foreign affiliate had rendered services to its Indian counterpart on cost-to-cost basis without any mark-up. The relevant extract from ITAT decision in case of Enron Global Exploration and Production Ltd. is extracted below.

Considering the above ITAT ruling, which support the cost-to-cost rendering of services under PSC we submit that similar cost to cost rendition of services by the Appellant should be considered at arm‟s length and the addition made be deleted. d) High Court/Supreme Court respecting „No profit clause of the PSC‟ and „Provisions of PSC should prevail‟. The Appellant would like to bring to your Honor‘s notice that in a separate and independent case of Enron Oil & Gas International Inc. the Uttarakhand High Court vide its judgement dated 11 September 2009, has upheld that the clauses of PSC has to be respected by the parties to the Contract and the affiliates of parties to contract. The relevant paragraphs from the High Court‘s judgment is extracted below: (The said HC judgement is attached as Annexure 4)

‗23. As has been discussed above, in terms of the Article 3.1.4.b of appendix C of the PSC the assessee cannot charge a profit from the joint venture as it is an affiliate of EOGIL. The PSC has been passed by both the Houses of Parliament as required under Section 42(1) of the Act. The assessees have clearly substantiated the fact that there is no element of profit.

Shell India Markets Pvt. Ltd. as well as by the Tribunal, that there is no element of profit, ………. The appeals filed by revenue have no force and the same is liable to be dismissed. The appeals filed by the assessees are liable to be allowed‘ Further, the said High Court judgment also gives reference to the Supreme Court‟s decision as under:

‗12. The aforesaid view taken by the Division Bench of this Court has been affirmed by the Hon‘ble Supreme Court in the case reported as CIT versus Enron Oil and Gas India Limited : [2008] 305 ITR 75 (SC).‟ In conjunction with the above HC order, the Appellant also relies on the Judgement of Supreme Court in the case of Commissioner of Income Tax, Dehradun &Anr. v/s. Enron Oil & Gas India Ltd., Appeal 5433 of 2008, dated 2 September 2008. Wherein the Supreme court has mentioned that provisions of PSC would prevail. ‗16. Section 42 of the 1961 Act was enacted to ensure that where the structure of the PSC was at variance with the accounting principles generally used for ascertaining taxable income, the provisions of the PSC would prevail.‘ Basis the above judgement, it is crystal clear that the provisions of the PSC would prevail. Accordingly, all parties to the PSC including Government will have to abide by and accede to the clauses of the PSC which includes, no markup to be charged by affiliates of parties to the Contract. Hence, rendering of services to AE by the Appellant on cost-to-cost basis on the strength of the PSC, should be considered at Arm‟s Length.

IV. Global position on upstream services rendered by affiliates under Production Sharing Contracts (PSC) a) Global PSC‟s The Production Sharing Contracts (PSCs) are binding agreements signed by the Government with Oil & Gas operators and their affiliates for the drilling and exploration Shell India Markets Pvt. Ltd. activities. These contracts mandate that any services rendered by consortium members or their affiliates are to be charged at cost only, with no profit margin permitted.

In relation to the same, the appellant had submitted before the TPO, the Global PSC signed by Shell group company (situated in Nigeria), where it is mentioned that the services shall reflect the actual cost only and must be consistent with international markets. The extract of Nigeria PSC is attached as Annexure 5 and screenshot for the relevant paragraph from the PSC is captured below:

The Global PSC requires that the contractor and it‘s affiliates (in this case, SIMPL) should charge for services ‗at cost‘. This is in line with the global industry practice and in terms of agreement under the PSCs with any Government.

V. Global Policy uniformly and consistently followed across Shell Group In line with the Global PSC as well as the India Model/signed PSC‘s, Shell India Market Pvt. Ltd. Is required to adopt a uniform ‗at-cost‘ pricing policy for upstream services. In accordance with these principles, the Shell group affiliates render‘s support/ technical services without charging any markup. This principle based on standard industry contracts gets implemented through PSCs and Joint Operator Agreement (JOAs), which prohibit the operator and its affiliates from earning a profit (or incurring a loss) while executing the contracts. These clauses mandate cost recovery only, without margin. This is reflected in the Shell Global TP documentation, particularly Annexure 6 (Refer page number 24). In the O&G industry, it has been a common and long-standing Shell India Markets Pvt. Ltd. practice that services to projects, especially in Upstream, are provided at fees that ensure recovery of only costs, without the inclusion of a profit margin for the service provider. This so- called ‗at-cost principle‘ is directly linked to a common characteristic of the O&G industry, namely that the operator is not allowed to benefit or lose from its position and therefore the services have to be rendered on cost-to-cost basis. Relevant paragraph of said Shell Global policy (Annexure 6) , stating the said facts is highlighted below for easy reference.

(Refer relevant Page no. 24)

Independent auditor‟s certificates confirming that Shell Group companies (in USA and Netherlands) also charge to the Operator „at cost‟, for the year 2019 and 2021 To further substantiate the application of ‗at-cost‘ pricing, the Appellant has furnished independent auditor certificates from other Shell group companies (e.g., Shell International Exploration and Production B.V. & Shell International and Production Inc.) confirming that similar upstream technical services are rendered globally by Shell Group on a cost-to-cost basis, without markup. These certificates are attached as Annexures 7A, 7B, 7C and 7D, which validates the consistency of the cost-to-cost policy across Shell Group entities and support the Appellant‘s ‗At cost‘ approach in India. Summary of the above attached certificates is tabulated below: Sr. Name of Operator Name of AE Year Annexure No. Shell International Shell Petroleum Exploration and Production Development 1 B.V. & 2019 Annexure 7A Company of Shell International and Nigeria Limited Production Inc. (jointly Sr. Name of Operator Name of AE Year Annexure No. referred to as SIEP) Shell Development 2 SIEP 2019 Annexure 7B Oman LLC SIEP 3 Shell Egypt N.V. 2019 Annexure 7C Petroleum SIEP 4 Development Oman 2021 Annexure 7D LLC The relevant extract of Independent auditor‟s certificate are extracted below for easy reference. And the entire copy of the said auditors certificate is attached as per the above table.

ReferAnnexure 7A Refer Annexure 7A Refer Annexure 7B Refer Annexure 7B Refer Annexure 7C Refer Annexure 7C Refer Annexure 7D

Refer Annexure 7D VI. DRP‟s observation in Assessee‟s own case for AY 2020- 21 and 2021-22 emphasizing on Rule 10B(2)(d) With reference to the P&T division – EP segment, for AY 2020- 21 and AY 2021-22, the Appellant took a ground for ‗Other Method‘, relying on the above mentioned judicial precedent in case of Reliance Industries Ltd. (ITA 579/ Mum./ 2021). Considering the said decision of Reliance Industries Ltd., the Hon‘ble DRP in case of Appellant for AY 2021-22 and AY 2020- 21 commented as under:

For AY 2020-21, refer to para 8.3.3 of DRP directions dated 29 June 2024, wherein the Hon‟ble DRP mentioned that: ―8.3.3. Further, in its submission dated 25.04.2024, the applicant has relied on the ruling of Hon‟ble ITAT in the case of Reliance Industries Ltd. (ITA 579/ Mum/2021) to stress that if government regulations does not allow charge of mark-up on costs, then, benchmarking on cost to cost basis without mark-up has to be allowed‖ The Hon‟ble DRP of SIMPL in AY 2020-21, gave reference to the Reliance decision as under: ―8.3.3……Undoubtedly, one of the critical factors in determining the ALP, as recognized by rule 10B(2)(d), is conditions prevailing in the market in which AEs operate, and once it's a legal condition precedent in entering the transaction in the respective PSC market is that the AE's affiliates are not allowed to have any mark up on a supply of services to the AE, the determination of ALP is required to be having regard to this condition. Viewed thus, the cost-to-cost rendition of services can indeed be viewed as an arm's length transaction. In view of these discussions, and being consistent with the co-ordinate bench decisions, we uphold the action of the CIT(A) and decline to interfere in the matter…‖ Hon‟ble DRP‟s conclusion in case of SIMPL in AY 2020-21: ―8.3.4. With utmost reverence to the decision of the Hon‘ble ITAT, the DRP being an extension of the assessment proceedings have to take a consistent stand in line with the Revenue‟s stand…….” as far as the Departmental appeals are concerned as once the Department has appealed against a particular issue decided against it by an appellate forum, the lower authorities have to follow the Departmental stand till it reaches finality. Hence the Panel follows the same stand as in previous years‖ Even for AY 2021-22, the Reliance ITAT decision has been acknowledged and exactly same observations were made by the DRP in its Directions for AY 2021-22.

Shell India Markets Pvt. Ltd. Accordingly, the Appellant hereby submits that even the DRP in Appellant‘s own case has been effectively conceded and concluded that SIMPL‘s case is squarely covered by the Mumbai ITAT‘s decision in the case of Reliance Industries Ltd. (supra). However, the Hon‘ble DRP have chosen to confirm the addition in case of SIMPL, merely to support the stand taken by lower tax authorities (i.e. the TPO). Considering the same, it is submitted before Your Honor that provisions of Rule 10B(2)(d) is directly applicable in case of the services rendered by SIMPL and accordingly, the TP adjustment ought to be deleted. Viewed thus, the cost-to-cost rendition of such services by the Appellant can be considered to be at arm's length basis various rulings mentioned above.

VII. Attempt by DR to compare the transaction with some other controlled transactions: In the concluding para of the letter dated 18 June 2025, the learned DR has made an absurd recommendation by stating that ‗the markup on technical services provided to down-stream AE be applied to mark-up technical services provided to upstream AEs i.e. transaction under evaluation‘. As a matter of basic Arm‘s length comparability principle it is absolutely incorrect to compare two different categories of services. Without prejudice, the Appellant would like to state the said argument of Learned DR would not be legally tenable, as ALP of one controlled transaction cannot be compared with other controlled transactions. The said comparison (controlled vs controlled) violates the principle of transfer pricing provision of the Indian Income Tax Act. To support the above contention, the Appellant places reliance on Mumbai ITAT (TS-557-ITAT-2012(Mum)in case of Tecnimont ICB Pvt. Ltd. vs Additional Commissioner of Income-tax. The relevant portion of the case law is mentioned below and the case law is attached as Annexure 8. ‗‗……In such later case, the ALP of the transaction or the arm's length profit cannot be considered as benchmark for the purposes of making comparison in other cases. That appears to be the probable reason for which the legislature has ignored the controlled transactions, even though at ALP, and restricted the ambit only to uncontrolled transactions for computing ALP in respect of international transactions between two AEs.

VIII.Our prayer In light of the above facts, legal precedents, and documentary evidence, the Appellant humbly submits that the Provision of Technical Services at Cost to its AEs is: In line with the Model India – Production Sharing Contracts  (PSC) - As prescribed by the Government of India; In line with PSCs signed by the Indian government with third  party (i.e. RIL and ONGC); Shell India Markets Pvt. Ltd. In full compliance with Rule 10B(2)(d) of the Income Tax  Rules, supporting the contention that conditions prevailing in the markets/laws and Government orders in force should be considered; In line with the facts of the case, mentioned by Hon‘ble  Mumbai ITAT in case of Reliance Industries Ltd; In line with various other HC and SC rulings mentioned  above; and Which is acceded to by the Hon‘ble DRP in assessee‘s owns  case for AY 2020-21 and AY 2021-22 Therefore, we respectfully plead that the transaction on cost-to- cost basis be accepted as being at arm‟s length.‖

• the PSC framework; • the conduct of other consortium members; • the expert opinion on record; and • the absence of any truly comparable third-party uncontrolled transaction for such specialised services, Shell India Markets Pvt. Ltd. represents the most appropriate determination of the arm‘s length price within the meaning of section 92C, read with Rule 10B and Rule 10AB. The TPO‘s recourse to ITES comparables, and the resultant adjustment of INR 48,62,63,073, is therefore unsustainable.

Ground No. 5 – Cost Allocations (Adjustment of In response to the 269,01,24,471)

Application / Prayer for admission of additional evidence In respect of the captioned appeal filed before the Hon‘ble members of the Tribunal on 20 September 2024 against the order dated 31 July 2024 passed by the Assessment Officer under Section 143(3) r.w.s. 144C(13) of the Income-tax Act, 1961 ('the Act') for the year under consideration i.e. AY 2020- 21, we state as under: In relation to the transfer pricing adjustment made by the Learned AO/TPO for the Cost Allocation transaction, the Appellant prays to admit the following documents submitted before your Honors, which were not submitted before the lower authorities, as additional evidences under Rule 18(4) & (5) and 29 of The Appellate Tribunal Rules, 1963 (‗the Rules‘) for just and proper adjudication of Ground of Appeal s raised in the captioned appeal: Sr. Particulars of Documents Page No. No. Summary along with copy of email evidences of AY 2022-23 linked with AY 2020-21 so as to 1 justify the service and benefit test, as these are 1 – 568 continuing services and benefit of which has extended for more than a year Copy of transfer pricing order/assessment order for the NR entity (i.e. Shell International Petroleum Co. Ltd.) for the following years 2 569 – 570 - AY 2011

12. (TP Order) 571 - AY 2012 13. (TP Order) 572 - 651 - AY 2020 21. (AO Order)

Shell India Markets Pvt. Ltd. Sr. Particulars of Documents Page No. No. Copy of transfer pricing order/assessment order for the NR entity (i.e. Shell Information 3 Technology Intl. BV) for the following years 652 - AY 2012-13 (TP Order) 653 – 694 - AY 2020-21 (AO Order) Copy of transfer pricing order/assessment order for the NR entity (i.e. Shell International BV) for the following years 4 695 – 696 - AY 2011-12 (TP Order) 697 - 700 - AY 2012-13 (TP Order) 701 – 748 - AY 2020-21 (AO Order) Copy of transfer pricing order/assessment order for the NR entity (i.e. Shell Global Solutions International BV) for the following years 5 749 – 764 - AY 2010-11 (TP Order) 765 – 778 - AY 2011-12 (TP Order) 779 – 826 - AY 2020-21 (AO Order) Copy of transfer pricing order/assessment order for the Appellant (i.e. Shell India Markets Pvt. Ltd.) for the following years 827 – 842 - AY 2011-12 (TP Order) 6 843 – 854 - AY 2012-13 (TP Order) 855 – 959 - AY 2020-21 (TP Order) 960 - 969 - AY 2020-21 (AO Order)

Background: For the captioned year, the learned Transfer Pricing Officer (‗TPO‘) has inter alia has made following Transfer Pricing adjustment in the hands of the Appellant: Particulars Amount in Rs. Transfer Pricing Adjustment to the value of the international transactions entered into by the Appellant with Foreign AEs in respect of allocation of cost by 2690,124,471 Foreign AEs to Shell India Markets Pvt. Ltd. (SIMPL)

Apart from the above, during the course of the assessment proceedings, the Assessing Officer (‗AO‘) has also proposed certain other transfer pricing additions to the returned income of the Appellant. Aggrieved by the proposed adjustments, the Appellant filed objections with the Dispute Resolution Panel -2, Mumbai (‗DRP‘). However, the Hon‘ble DRP confirmed the additions and accordingly final assessment order was passed by the learned Shell India Markets Pvt. Ltd. AO. Aggrieved by the said final assessment order, the Appellant has preferred the captioned appeal before your Honors. Reasons for non-submission of above documents before the lower authorities: During the aforesaid assessment year, the AEs of the Appellant provided certain services on cost to cost basis to the Appellant, the cost of which was allocated to SIMPL based on reasonable allocation keys. In a Shell group‘s typical set-up, a Shell entity, as per level of its expertise & specialization, provides services to all operating companies of the Shell group as per their need and requirements. Usually, such service provider entity will have global portals accessible to the group entities for availing required services. In this regard, the Appellant wish to highlight that during the course of the transfer pricing assessment proceedings, the learned TPO considered the Arm‘s Length Price as NIL and stated that assessee has not demonstrated the service and benefit test. The TPO has erroneously without considering the submissions/evidences filed made by the Appellant for the service and benefit test considered the ALP as NIL and hence, the quantum of adjustment computed by the TPO is incorrect. In this regard, the Appellant, under Counsel‘s guidance collated certain crucial evidences in the form of email evidences linked to AY 2020-21/PPT, to justify the service and benefit test as these are continuing services received from AE, the benefit of which extends beyond a year. Also the Appellant has collated, the transfer pricing order/assessment order copies of NR entities of the Appellant who has provided same services to the Appellant in the earlier year as well as AY 2020-21. Also the transfer pricing order/assessment order copies of SIMPL for the said respective year has been collated in the above additional evidence, to justify the Mirror ALP and Article 13(8) argument. The Appellant submits that these additional evidences go to the root of the matter in arriving at the correct ALP of the international transaction entered with the AEs.

Shell India Markets Pvt. Ltd. In view of Counsel‘s guidance being available at a later point of time, it is humbly submitted that the Appellant could not submit these documents / evidences before the lower authorities for the captioned year. More lenient view should be adopted by the Hon‟ble Members, since this appeal before the Hon‟ble Tribunal is the first Appeal which has been argued fully in the Appellant‟s case based on merits It is respectfully submitted that, in the Appellant‘s case, against the draft assessment order, the Appellant had filed its objections before the Hon‘ble DRP. Subsequently, the learned AO passed the final assessment order under Section 143(3) read with Section 144C(5) of the Act, pursuant to the directions of the Hon‘ble DRP. Against the said final assessment order, the Appellant has preferred this appeal before your Honors. Your Honors would appreciate that the proceedings before the Hon‘ble DRP is a continuation of assessment proceeding as it was only the draft assessment order which was being challenged before them. The final assessment order was yet to be passed by the assessing officer. Hence, the DRP is not an appellate authority and the proceedings before the DRP is continuation of assessment proceedings. This view is also fortified by the decision of the Hon'ble Bombay High Court in the case of Vodafone India Services Pvt. Ltd. vs. Additional Commissioner of Income Tax & Ors. [2013] 39 taxmann.com 201 (Bombay). In view of the above, this being first appeal, the Appellant most humbly prays before your Honors that more lenient view should be adopted and above mentioned additional evidences should be admitted and should be considered for deciding the captioned matter. Justification for additional evidence: In the interest of natural justice, it is respectfully submitted that the above referred evidences are material and extremely relevant to support our contentions and are important documents for deciding the appeal, and, therefore, deserve to be admitted as additional evidences. It is also submitted that since Shell India Markets Pvt. Ltd. this Hon‘ble Tribunal is the final fact finding authority, if these additional evidences are admitted it would enable substantial justice to the Appellant. In view of the same, the Appellant submits that the above mentioned evidences are very relevant and material for deciding the issue on merits. The Appellant, therefore, request Hon‘ble Members to admit the said crucial evidences under Rule 29 of the Rules and consider the same appropriately while disposing off the above appeal. Prayer: In view of the above submission, the Appellant most respectfully prays before your Honors to admit the above mentioned additional evidences and consider the same while adjudicating the captioned matter.

Shell India Markets Pvt. Ltd. 84. Ground No. 5 is accordingly treated as allowed for statistical purposes, with the impugned adjustment on downstream cost allocations being set aside to the file of the Assessing Officer and Transfer Pricing Officer for fresh adjudication in the light of our observations.

Ground No. 6 – Recovery of Salary and Related Expenses (Mark up on Recoveries) – Adjustment of INR 6,60,94,852

Shell India Markets Pvt. Ltd. Whether or not a particular item is truly pass through depends on the facts and requires an appreciation of the functional profile of the parties, the contractual terms and the conduct actually observed. In the present case the assessee has consistently maintained that it has not provided any independent service to the Associated Enterprises and has only facilitated the secondment of its employees.

Ground Nos. 7 and 13 – Disallowance under section 40(a)(ia) for alleged short deduction of tax

Ground No. 8 – Disallowance due to mismatch under section 40(a)(ia)

Ground No. 9 – Short grant of advance tax credit

Ground No. 10 – Levy of interest under section 234B and Ground No. 12 – Initiation of penalty under section 270A

Ground No. 11 – Levy of interest under section 234D 111. Ground No. 11 relates to the levy of interest under section 234D of the Act amounting to INR 65,95,467. In its written submissions the assessee has set out the factual matrix in considerable detail. The assessee had earlier filed appeals against an intimation under section 143(1) and a rectification order under section 154, both issued by the Centralised Processing Centre. Pursuant to the order of the Commissioner of Income Tax (Appeals) dated 3 August 2023, the Jurisdictional Assessing Officer issued an order dated 10 Shell India Markets Pvt. Ltd. May 2024 giving effect to the appellate order. Along with this order a computation of income was issued in which a refund of INR 131,90,93,429 was determined as due to the assessee.

Order pronounced on 19th November, 2025.