ASSISTANT COMMISSIONER OF INCOME TAX 8 2 1, MUMBAI vs. PERCEPT LIVE PRIVATE LIMITED, MUMBAI

INCOME TAX APPELLATE TRIBUNAL, MUMBAI BENCHES, MUMBAI BENCH: C BEFORE SHRI SAKTIJIT DEY, VICE PRESIDENT AND SHRI GIRISH AGRAWAL, ACCOUNTANT MEMBER ITA 7254/MUM/2026 (िनधा�रण वष�/Assessment Year: 2014-15) Percept Live Private Limited DCIT- Circle 8(2)(1) 3rd Floor, Parijat House, Aaykar Bhavan, Next To Shah And Nahar, Maharshi Karva Road, Opp BMC Office, Worli Naka, New Marine Lines, Churchgate Vs. Mahalaxmi Station, Mumbai-400020, Maharashtra Mumbai-400018, Maharashtra अपीलाथ� Appellant ��थ� Respondent ITA 880/MUM/2026 (िनधा�रण वष�/Assessment Year: 2016-17) Assistant Commissioner Of Income Percept Live Private Limited Tax – 8(2)(1) P2, 3rd Floor, Raghuvanshi Estate Room No. 621A, Aayakar Bhawan, Senapati Bapat Marg, MK Road, Churchgate, Lower Parel West Vs. Mumbai-400020, Mumbai 400013 Maharashtra Maharashtra अपीलाथ� Appellant ��थ� Respondent

ITA 881/MUM/2026 (िनधा�रण वष�/Assessment Year: 2017-18) Assistant Commissioner Of Income Percept Live Private Limited Tax – 8(2)(1) P2, 3rd Floor, Raghuvanshi Estate Room No. 621A, Aayakar Bhawan, Senapati Bapat Marg, MK Road, Churchgate, Lower Parel West Vs. Mumbai-400020, Mumbai 400013 Maharashtra Maharashtra अपीलाथ� Appellant ��थ� Respondent

PAN of Assessee: AAFCP8727K

Assessee represented by: Shri Madhur Agrawal, Advocate and Shri Pankaj Jain, CA Revenue represented by: Shri Rajdeep Singh, CIT DR and Shri Ajay Soneji, Sr. DR सुनवाई की तारीख / Date of conclusion of hearing: 28.07.2026 घोषणा की तारीख / Date of pronouncement: 19.10.2026

O R D E R PER GIRISH AGRAWAL, ACCOUNTANT MEMBER:

These are three appeals, two are filed by Revenue and one by assessee. Each arises from a separate order passed by ld. CIT(A) against an assessment order passed u/s 143(3) of the Income-tax Act, 1961 (hereinafter referred to as the “Act”) by ld. Assessing Officer (hereinafter referred to as “ld. AO”). Details are tabulated below:

Assessment Order of ld. CIT(A) under ITA No. AY Appellant order u/s appeal 143(3) Dated DIN ITBA/APL/S/250/2025- 28.12.2018 26/1083070941(1) dated 880/Mum/2026 2016-17 Revenue passed by ACIT 27.11.2025 passed by Circle 7(3)(2) Addl./JCIT(A) Bhopal Mumbai Dated DIN ITBA/APL/S/250/2025- 06.12.2019 26/1083071006(1) dated 881/Mum/2026 2017-18 Revenue passed by ACIT 27.11.2025 passed by Circle 7(3)(2) Addl./JCIT(A) Bhopal Mumbai Dated DIN ITBA/APL/S/250/2025- 30.12.2016 26/1084447805(1) dated 7254/Mum/2026 2014-15 Assessee passed by DCIT 06.01.2026 passed by Circle 7(3)(2) Addl./JCIT(A)-1 Chennai Mumbai

Ground No. 1 Whether on the facts and in the circumstances of the case, the Ld. CIT(A) was justified in allowing depreciation under section 32 of the Income-tax Act, 1961 on goodwill allegedly arising from the acquisition of a loss-making business having negative net worth from a related party and which lacked any demonstrable capacity to generate future economic benefits? Ground No. 2 Whether on the facts and in the circumstances of the case, the Ld. CIT(A) was justified in accepting the transaction between the assessee company and its parent company, with no real change in control, management, or commercial substance that constitutes a colourable device intended to obtain undue tax benefits? 2.1. Assessee has raised the following grounds of appeal in ITA No. 7254/Mum/2026 for AY 2014-15: Ground No.1 The Addl Commissioner of Income Tax (Appeals)-1, Chennai [herein after referred to as Addl CIT(A)] erred in passing an ex parte order confirming the disallowance of depreciation on Goodwill amounting to Rs.18,65,84,262, without considering the application for adjournment filed by the Appellant. The Appellants pray that the Jurisdictional Assessing Officer (JAO) be directed to allow the claim of depreciation amounting to Rs.18,65,84,262. Ground No.2 The Addl CIT(A) erred in holding that value of goodwill acquired on slump sale is Rs. 14,21,00,000/- instead of Rs. 88,83,37,047/- determined by the Appellants. Ground No.3 Without prejudice to the above, even assuming but not admitting that the Deputy Commissioner of Income Tax 7(3)(2), Mumbai (“DCIT”) has correctly valued the goodwill at Rs.14.21 crores, in that case the balance consideration of Rs.73.79 crores shall be allocated towards acquisition of commercial rights/intangible assets or any other fixed assets and depreciation thereon should be granted thereon under section 32 of the Act. The Appellants pray that suitable directions be given to the JAO in the matter.

2.2. Both the grounds of appeal by Revenue are interlinked. They raise a single question whether depreciation on goodwill arising from slump sale acquisition of a business from parent company is allowable. Depreciation involved is Rs. 12,49,22,397/- in AY 2016-17 and Rs. 8,88,33,708/- in AY 2017-18.

2.3. Assessee in its appeal for AY 2014-15 impugns the order of ld. CIT(A) which dismissed its appeal for non-prosecution. Ground No. 1 is against the manner of disposal. Ground Nos. 2 and 3 are on merits of disallowance of depreciation of Rs. 18,65,84,262/-.

2.4. Issues raised in all three appeals arise from the same transaction and are inter-linked. Accordingly, all the three appeals are taken up together for adjudication by passing this consolidated order. ITA No. 880/Mum/2026 is taken as the lead appeal.

3.1 During the previous year relevant to AY 2014-15, assessee acquired the live musical events business of Percept on going concern basis under a slump sale Business Transfer Agreement (hereinafter referred to as “BTA”). The recitals of BTA are placed in the paper book submitted by the assessee. They record that seller was engaged in business including inter alia event management and organizing dance and music festival in India under the name and style of ‘Sunburn’ and other events. It is also recorded that buyer was set up to conduct that business and that parties agreed to sale and purchase of the business on going concern basis.

3.2. Assessee recorded the entire amount of Rs. 88,83,37,047/- as goodwill in its books and claimed depreciation at 25%. It obtained a business valuation report dated 31.03.2014 from Anmol Sekhri Consultants Pvt. Ltd. (Report No. ASC-3804). Before ld. CIT(A) in AY 2014-15, assessee stated that this report valued intellectual property rights of the business at Rs. 73.79 crore and goodwill at Rs. 14.21 crore. Aggregate of the two is Rs. 88.00 crore. Ld. AO on the other hand has recorded from the same report, a business value of Rs. 73.36 crore. We shall revert to this variation later.

3.3. Depreciation claimed in AY 2014-15 was Rs. 22,20,84,262/- being 25% of Rs. 88,83,37,047/-. Ld. AO recorded in the narration that claim was Rs. 22,00,00,000/- being 25% of Rs. 88 crore. Computation in the 4 same order however shows the claim as Rs. 22,20,84,262/-. For AY 2016-17 assessee claimed Rs. 12,49,22,397/- being 25% of opening written down value of Rs. 49,96,89,589/-. For AY 2017-18 assessee claimed Rs. 8,88,33,708/- towards depreciation.

4.1 Ld. AO rejected these submissions and held that facts were distinguishable. Business of live music events was purchased from Percept which holds 89.99% shares of assessee. Business was carried on under same management and control. Ld. AO therefore, held that it was not a genuine transfer and that purpose of BTA was to create artificial assets for claiming higher depreciation. Reliance was placed on ACIT v. Jitendrakumar Gupta (2015) 58 taxmann.com 99 (Delhi Trib.) for power of Assessing Officer to determine correct actual cost where assets are inflated. Ld. AO further observed the following, which is extracted below for ready reference: “Since the assessee has bought a business having negative value at whopping cash consideration of Rs.65 Crores and Liability of Rs.23 Crores totaling to Rs.88 Crores, that too from a Parent company and effective contract and management continues to be enjoyed by the same management. The transaction is therefore not a genuine and bonafide one but the sole purpose is to shift / transfer the existing liabilities / losses and creating of fictitious assets on the books of accounts and avail undue benefits of depreciation claim.”

4.2 Ld. AO nevertheless proceeded to apply the valuation report. As extracted by ld. AO, the valuation report arrived at business value of approximately Rs. 72.60 crore by discounted cash flow method and Rs. 67.13 crore by price earning method. Weighted average with control premium of 5% came to Rs. 73.36 crore. It was recorded that at page 35 of the report, valuer had stated that goodwill and business shall be taken at 20% of valuation. Ld. AO therefore took goodwill at Rs. 14.21 crore being 20% of average purchase consideration of Rs. 71.03 crore. Depreciation of Rs. 3.55 crore at 25% was allowed on this goodwill. Balance claim of Rs. 18,65,84,262/- (Rs. 22,20,84,262/- less Rs. 3,55,00,000/-) was disallowed. Total loss was assessed at Rs. 14,10,43,390/-.

5.1. Assessment for AY 2015-16 is not under appeal before us but has a bearing on the consistency contended before ld. CIT(A). It was framed u/s 143(3) on 06.12.2017 by DCIT Circle 7(3)(2) Mumbai. Assessee had its return on 30.11.2015, reporting total loss of Rs. 7,80,51,504/-. Notice u/s 143(2) was issued on 12.04.2016. Notice u/s 142(1) along with questionnaire were issued on 22.09.2017. Authorised representative of the assessee filed the details called for from time to time and the case was discussed with the authorised representative. Ld. AO recorded that assessee is engaged in the business of event management and advertising services and that on examination of details furnished and after discussion with the authorised representative, the returned loss of Rs. 7,80,51,504/- is accepted. The assessment order is placed at pages 123 and 124 of the paper book. It contains no discussion on BTA, goodwill or depreciation.

6.1. Assessee filed a note before ld. AO wherein, in substance, it submitted that goodwill is an asset within Explanation 3 to section 32(1) as held in CIT v. Smifs Securities Ltd. (2012) 348 ITR 302 (SC) and that excess of consideration over net tangible assets is goodwill as accepted by Hon’ble Delhi High Court in Triune Energy Services Pvt. Ltd. v. DCIT (2016) 65 taxmann.com 288 (Del). It further submitted that predecessor ld. AO had allowed the same depreciation in AY 2015-16 and that there was no loss to Revenue as amount of goodwill was offered to tax by the other company.

6.2 Ld. AO did not accept the submissions and recorded reasoning similar to AY 2014-15 as extracted below for ready reference: “The assessee company has acquired the business of live music events from M/s Percept Ltd i.e. parent company which holds 89.99% of shares of the assessee company at Rs.65,00,00,000 as against the book value of Rs.(-) 23,83,37,047 and the difference of Rs.88,83,37,000 was claimed as goodwill of the business. A successful business will develop customer loyalty and an overall positive reputation in its community, which will cause its market value to be greater than its book value. A company may also generate a higher value if it proves over time that it can generate superior revenues than its competition through managerial 7 expertise, its reputation within its business sector, and other company attributes, as against this the business of live events has eroded the net worth of the business. The assessee company has bought a business having negative value that too from a parent company and effective contract and management continues to be enjoyed by the same management. The transaction is therefore not a genuine and bonafide one but the sole purpose was to shift / transfer the existing liabilities / losses and creating of fictitious assets on the books of accounts and avail undue benefits of depreciation. Assessee has planned the evasion of tax by buying the music business of negative net worth from the holding company and claiming the depreciation on the goodwill.”

6.3 Ld. AO further held that acquisition of the live music business from parent company was a colourable device to avoid legitimate tax dues and attracted the rule laid down in McDowell & Co. Ltd. v. CTO (1985) 154 ITR 148 (SC). Depreciation of Rs. 12,49,22,397/- was disallowed and total loss was assessed at Rs. 8,17,48,740/-.

7.1 Note filed by assessee and reasoning of ld. AO are the same as in AY 2016-17. Ld. AO again held acquisition to be a colourable device attracting McDowell & Co. Ltd. (supra). Depreciation of Rs. 8,88,33,708/- was disallowed and total loss was assessed at Rs. 10,46,13,684/-.

7.2 We find that 25% of Rs. 25,90,98,309/- works out to Rs. 6,47,74,577/- and not Rs. 8,88,33,708/-. Written down value recorded by ld. AO therefore, does not reconcile with the depreciation claimed. This needs verification.

8.1 Ld. CIT(A) allowed the appeal in both years viz. AY 2016-17 and AY 2017-18 by orders dated 27.11.2025 of identical reasoning. It was held that assessee had established possession of goodwill by paying excess value over net assets to an identified seller and that goodwill is a depreciable intangible asset within section 32. Ld. CIT(A) observed that ld. AO had allowed depreciation on goodwill in AY 2015-16 on the same factual matrix and had not brought on record any convincing reason to depart from that position. Reliance was placed on Radhasoami Satsang v. CIT (1992) 193 ITR 321 (SC). Ld. CIT(A) further held as under which is extracted below for ready reference: “The holding of shares by the transferor company in the transferee company is not against The Indian Companies Act, 2013 or any other relevant act and accordingly legitimate as per the law of the land and in no way could be charged as colorable device to avoid tax as referred by the Ld. AO in the case of McDowell & Company Limited Vs. CTO (1986 AIR 649).”

8.2 Ld. CIT(A) accordingly allowed the ground relating to depreciation and treated all other grounds as consequential. Revenue is aggrieved and is in appeal before the Tribunal in ITA Nos. 880 and 881/Mum/2026.

10.1 We have perused the paper book wherein the stamp paper records stamp duty paid on consideration of Rs. 90,00,00,000/- and states that it forms part of APA executed on 31.05.2022 between assessee, Percept, BookMyShow Live Private Limited, Big Tree Entertainment Private Limited and Spacebound Web Labs Private Limited for purchase of all intellectual property rights in ‘Sunburn’ by Spacebound Web Labs Private Limited. Recitals at page 136 of the paper book records that assessee is controlled by Percept and that assessee exclusively owns all irrevocable right title and interest in intellectual property rights in ‘Sunburn’. They further record that Spacebound Web Labs Private Limited agreed to purchase the same from assessee.

13.1 We first take up condonation of delay in ITA No. 7254/Mum/2026. Order of ld. CIT(A) is dated 06.01.2026. Limitation of 60 days expired on 07.03.2026. Assessee has stated the delay at 71 days. On our reckoning till 10.06.2026 which is the date of presentation stated by it, the delay works out to 95 days. Variation in the figure does not affect the explanation. Assessee says that it did not receive any intimation of the order. This is supported by an affidavit. Record shows that assessee had responded to earlier notices of ld. CIT(A). Nothing on record suggests that it was aware of the order before 27.04.2026. It filed appeal within 45 days of knowledge. Hon’ble Supreme Court in Collector Land Acquisition v. Mst. Katiji (1987) 167 ITR 471 (SC) has advised a liberal approach where there is sufficient cause. Amount in dispute is substantial. Revenue’s own appeals on same issue are before us. We therefore condone the delay and admit the appeal for adjudication.

13.2 We turn to additional evidence. Computation of income for AY 2023-24 and Asset Purchase Agreement (APA) came into existence long after assessment for AY 2014-15 was concluded. We however note that APA of 31.05.2022 existed when ld. CIT(A) was hearing the appeal in 2025. Assessee did not file it then and only sought adjournments. This conduct is not appreciated. Even so APA records that assessee held intellectual property rights in ‘Sunburn’ and sold them for Rs. 90,00,00,000/-. This has a direct bearing on the claim that part of consideration paid under BTA was for intellectual property rights and not for a fictitious asset. It also bears on the allocation of Rs. 73.79 crore to such rights. Rule 29 permits production of additional evidence for any substantial cause. We admit both documents for the limited purpose of verification by ld. AO. Revenue shall have full opportunity to rebut them.

13.3 On merits, section 32(1) allows depreciation on intangible assets being know-how, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature. Explanation 3 to section 32(1) reads as under which is extracted below for ready reference: “Explanation 3. For the purposes of this sub-section, the expressions “assets” and “block of assets” shall mean: (a) tangible assets, being buildings, machinery, plant or furniture; (b) intangible assets, being know-how, patents, copyrights, trade marks, licences, franchises or any other business or commercial rights of similar nature.”

13.4 Hon’ble Supreme Court in Smifs Securities Ltd. (supra) has held that goodwill is an asset within section 32 on which depreciation is allowable. Hon’ble Delhi High Court in Triune Energy Services Pvt. Ltd. (supra) applied the same principle to excess of slump sale consideration over net tangible assets. The proposition that goodwill is a depreciable asset is therefore settled. Revenue’s grounds as framed are not directed against that proposition. They are directed against the genuineness of the transaction and the existence of goodwill having regard to negative net worth.

13.5 Settled position on eligibility however does not dispense with proof of facts. A claim of depreciation requires that assets were in fact acquired and that their actual cost is determined. It also requires that the transaction is real. These are questions of fact. Neither ld. AO nor ld. CIT(A) has examined them with evidence. We discuss why.

13.6 Ld. AO has relied on three facts. These are relationship between buyer and seller common management and negative net worth of the business. Relationship alone does not make a transaction a sham. Book net worth is also a different concept from value of intangible rights.

Business valued by income approach can have commercial value though its book net worth is negative. Nevertheless, a loss making business of negative net worth acquired by a subsidiary from its parent for cash of Rs. 65,00,00,000/- is a circumstance that calls for close scrutiny. It requires proof of actual payment and of what was actually transferred. Ld. AO has not examined these.

13.7 Ld. AO has held the transaction to be a colourable device relying on McDowell & Co. Ltd. (supra). Hon’ble Supreme Court in Azadi Bachao Andolan (supra) and Vodafone International Holdings B.V. (supra) has explained that tax planning within the framework of law is permissible and that only sham transactions without commercial substance are to be disregarded. A finding of sham has to be supported by material. In AY 2016-17 and 2017-18, ld. AO has recorded the conclusion without any finding on payment of consideration or on what was transferred.

13.8 Ld. AO has also taken inconsistent positions on the same transaction. For AY 2014-15, ld. AO held the transaction not genuine and meant to create fictitious assets yet accepted goodwill of Rs. 14.21 crores and allowed depreciation of Rs. 3.55 crore on it. For AY 2016-17 and 2017-18, depreciation was disallowed in full as a colourable device. Either the transaction is a sham in its entirety or it gave rise to some depreciable asset whose cost has to be determined. Both cannot hold together.

13.9 Ld. CIT(A) in AY 2016-17 and 2017-18 allowed the claim in full. We find no examination of BTA, valuation report or bifurcation of assets in those orders. The main reason is consistency with AY 2015-16. Assessment order for AY 2015-16 is placed before us at pages 123 and 124 of the paper book and has been noted in para 5.1. It records only that on examination of details furnished and after discussion with the authorised representative, the returned loss of Rs. 7,80,51,504/- is accepted. It does not refer to BTA, goodwill or depreciation and does not show whether depreciation on goodwill was claimed or on what basis it was allowed. An assessment which accepts the returned loss without any discussion on the issue cannot be taken as a considered view of ld. AO on eligibility of goodwill for depreciation or on its cost. It therefore does not support the observation of ld. CIT(A) that ld. AO had allowed depreciation on goodwill in AY 2015-16 on the same factual matrix. Further, depreciation was not allowed in full for AY 2014-15. Ld. AO had restricted it to goodwill of Rs. 14.21 crore. Submission of assessee recorded by ld. CIT(A) that depreciation on goodwill was allowed in AY 2014-15 is therefore correct only in part. Ld. CIT(A) did not notice this.

13.10 Ld. CIT(A) has also recorded that ld. AO found no prospect of growth to justify goodwill. This reasoning is not found in the assessment orders in so many words. Ld. AO’s reasoning was negative net worth and common management. We also agree with ld. DR that res judicata does not strictly apply to income-tax proceedings as each assessment year is separate. Hon’ble Supreme Court in Radhasoami Satsang (supra) has however held that consistency should be followed where facts are the same. Whether facts are the same is itself unverified here.

13.11 Ground No. 2 of assessee states that ld. CIT(A) held value of goodwill at Rs. 14.21 crore. We note that this valuation was made by ld. AO. Ld. CIT(A) only sustained it by dismissing the appeal. This factual assumption in the ground is not correct.

13.12 We now turn to the valuation report on which both sides rely. The competitive mapping carries date 31.03.2014 and gives sales PBT and PAT of a US listed cable network company for periods ended September 2011 to September 2014. A report dated 31.03.2014 cannot ordinarily contain figures for September 2014. The relevance of the comparable to an Indian live events business is also not explained on that page. The profit and loss projections for five years ended 31.03.2019 as recorded in the paper below are as under: 31ST 31ST 31ST 31ST 31ST PARTICULARS MAR MAR MAR MAR MAR 2015 2016 2017 2018 2019 Sales 1,735 3,375 4,908 6,261 7,680 Expenses including 1,563 2,836 3,790 4,527 5,249 depreciation Profit before tax 172 539 1,119 1,734 2,431 Tax 56 175 363 563 789 Profit after Tax 116 364 756 1,171 1,642 Working Capital 176 540 795 766 2,404 Changes in Working 348 363 255 (29) 1,637 Capital Depreciation 0.29 0.40 0.41 0.43 0.42

13.13. Report states that projections were provided by assessee and were assumed on best effort basis. Sales are projected to rise from 1,735 to 7,680 and profit after tax from 116 to 1,642 in five years. We express no view on whether such projections were realistic or were achieved. That is a matter of comparison with actual results of assessee for the years that followed. It has to be done by ld. AO.

13.14. Ld. Counsel for the assessee says ld. AO did not doubt the valuation. This is not borne out. Ld. AO took only 20% of the valuation as goodwill in AY 2014-15 and rejected the claim in full on genuineness without testing the valuation in the later years. No authority below has therefore tested the valuation. The variations noted in para 3.2 also 16 remain unexplained, namely business value of Rs. 73.36 crore as extracted by ld. AO, consideration paid of Rs. 88,83,37,047/- and assessee’s own allocation before ld. CIT(A) of Rs. 88.00 crore. Rs. 73.79 crore ascribed to intellectual property rights appears to be the balance after deducting Rs. 14.21 crore and not a separately valued figure. Nothing in the pages placed before us shows an itemized bifurcation of assets transferred as pointed out by ld. CIT DR.

13.15. Claim in AY 2016-17 and AY 2017-18 is on written down value carried forward from AY 2014-15. Actual cost and character of assets determined for AY 2014-15 therefore decide the claims of the later years. Treating one year in isolation will lead to conflicting results.

13.16 Ground No. 1 of assessee is against dismissal by ld. CIT(A) for non-prosecution. Ld. CIT(A) is required u/s 250(6) to pass an order stating points for determination decision and reasons. Dismissal for non-prosecution without adjudication on merits does not meet this requirement. Mere remark that there is no reason to differ from ld. AO is not a reasoned decision. At the same time we cannot ignore that assessee sought only adjournments on three occasions and filed nothing despite several notices. It cannot claim indulgence again. Considering large amount involved and fresh evidence now admitted, we are of the view that the issue deserves adjudication on merits.

13.17. In view of above, we find that all three appeals need fresh factual examination. Both sides are before us with unverified claims and unexplained variations. We therefore set aside orders of ld. CIT(A) in all three appeals. We restore the issue of depreciation on goodwill and other intangible assets for all three assessment years to ld. AO for fresh adjudication. Restoration of AY 2014-15 directly to ld. AO is for reasons of consistency as stated above.

3.18. Ld. AO shall decide afresh after examining the following: i. Complete BTA with schedules identifying assets and liabilities transferred and values if any, ascribed to them. ii. Evidence of actual payment of Rs. 65,00,00,000/- including mode and source of funds. iii. Complete valuation report including basis of projections and comparable and allocation between intellectual property rights and goodwill. Ld. AO shall reconcile business value of Rs. 73.36 crore with consideration of Rs. 88,83,37,047/- and with allocation of Rs. 88.00 crore. Ld. AO shall also obtain explanation for figures dated after 31.03.2014 and compare projections with actual results. iv. APA dated 31.05.2022 and computation of income for AY 2023-24 admitted by us to find nature and extent of intangible assets held by assessee and whether they were acquired under BTA. v. Tax treatment of the transaction in the hands of Percept including computation of capital gain on slump sale, if any. vi. Questionnaire issued and details furnished in assessment proceedings of AY 2015-16 along with assessment order placed at pages 123 and 124 of the paper book, to find whether depreciation on goodwill was claimed and the basis on which it was allowed. Depreciation claimed and allowed in that year shall be reconciled with opening written down value of Rs. 49,96,89,589/- adopted for AY 2016-17. vii. Actual cost u/s 43(1) of each asset and its eligibility for depreciation u/s 32 with rate applicable. Resulting written down values for each year shall be worked out and reconciled including the figures for AY 2017-18. viii. If ld. AO holds the transaction to be a colourable device, a specific finding shall be recorded supported by evidence having regard to Azadi Bachao Andolan (supra) and Vodafone International Holdings B.V. (supra). Relationship between parties by itself shall not suffice. 13.19. Ld. AO shall decide all three years on a consistent footing and after giving assessee reasonable opportunity of being heard. Assessee shall file all documents promptly and shall not seek unnecessary adjournments. We have not expressed any opinion on merits. All contentions of both sides remain open.

Order is pronounced in the open court on 19 October, 2026

Sd/- Sd/- (Saktijit Dey) (Girish Agrawal) Vice President Accountant Member Dated: 19 October, 2026 MP, Sr.P.S. Copy to : 1 The Appellant 2 The Respondent 3 DR, ITAT, Mumbai 4 Guard File 5 CIT BY ORDER, ABHINAV ANANT Digitally signed by ABHINAV ANANT GAVANDE GAVANDE Date: 2026.10.28 12:40:41 +05'30' (Dy./Asstt.Registrar) ITAT, Mumbai