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Facts
The Revenue appealed against the CIT(A)'s order concerning transfer pricing adjustments for corporate guarantee commission and notional interest on an interest-free loan, as well as disallowances under Section 14A. The CIT(A) had restricted the corporate guarantee commission to 0.5%, applied LIBOR for notional interest, and confined Section 14A disallowances to investments yielding exempt income.
Held
The Tribunal held that corporate guarantee is an international transaction and restricted the ALP to 0.5%, affirming the CIT(A)'s decision. For notional interest, the Tribunal directed it to be determined based on LIBOR plus a spread of 1% (total 2.91%), considering the need for a margin over the base rate. The disallowance under Section 14A was confirmed to be limited to investments yielding exempt income.
Key Issues
1. Whether the ALP for corporate guarantee commission should be restricted to 0.5%. 2. Whether notional interest on an interest-free loan should be benchmarked to LIBOR plus a spread. 3. Whether disallowance under Section 14A should be computed only on investments yielding exempt income.
Sections Cited
143(3), 144C, 14A, 144, 92CA(3), 92B, Rule 8D, Finance Act 2022
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Income Tax Appellate Tribunal, ‘J’ BENCH
आदेश / O R D E R PER AMIT SHUKLA (J.M): The present appeal has been filed by the Revenue against the order dated 28/04/2025 passed by the Commissioner of Income Tax (Appeals)–57, Mumbai, arising out of the assessment framed under Section 143(3) read with Section 144C of the Income Tax Act, 1961, for the Assessment Year 2018-19. The Revenue, being aggrieved by the reliefs granted by the learned CIT(A), has raised multiple grounds of appeal
assailing the findings both on Transfer Pricing “1.Whether in the facts and circumstances of the case and in lave, the Ld. CIT(A) is correct in restricting the Transfer Pricing (IP) adjustment on account of charging of corporate guarantee commission to 0.50% as against the 1.55% as determined by the TPO in order w/s 920A(3) of the Income Tax Act, 1961 dated 16/07/20217
2. Whether in the facts and circumstances of the case and in law, the La CIT(A) is correct in restricting the Transfer Pricing (TP) adjustment on account of charging of notional interest on interest free loan to the AE to LIBOR as against the LIBOR + Spread as determined by the TPO In order u/s 92CA(3) of the income Tax Act, 1961 dated 16/07/20217
3. Whether in the facts and the circumstances of the case and in law, the Ld. CIT(A) is justified in deleting the disallowance of Rs. 44,77.347/-on account of depreciation on Factory premises when the said promises along with all its flutures is being used by agencies to whom job work it outsourced by the attes 4. "Whether in the facts and the circumstances of the case and in law, the LaL.CIT(A) is justified in restricting the disallowance u/s 144 p.w.r Rule RD made by the Assessing Officer to Rs. 97,10,344/- without appreciating the fact that the disallowance u/s 144 of the Income-tax Act, 1961 has been carried out as per the formula laid down in Rule BD of the Income tax Rules and by following the CBDT Circular No. 5/2014 dated 11/02/2014 wherein it had been held that disallowance u/s 144 v.w.r BD can be even made when the assessee had not earned any exempt income during the year.
1. 5. Whether in the facts and the circunstances of the case and the law, the Ld. CIT(A) justified in holding that the disallowance Ws 144 r.w.r Rule 8D should be restricted to the extent of the exempt Income earned during the year and falling to appreciate that the provisions of section 144 clearly stipulates that expenditure incurred in relation to income "not Rosy Blue (India) Pvt. Ltd. includible in total income has to be considered for computing the disallowance W 1487 6. Whether in the facts and the circumstances of the case and in law, the Ld.CIT(A) is Justified in holding that the disallowance Ws 14Arwr Rule SD should be restricted to the extent of the exempt income earned during the year, whereas in Finance Act 2022, explanation to section to 144 has been inserted which provides that of the applicability of the said section even in the absence of exempt income, and which being clarificatory in nature has retrospective effect.”
We have considered the submissions and carefully perused the record placed before us, which includes voluminous paper books and precedents. The first issue concerns the adjustment made in respect of a corporate guarantee extended by the assessee on behalf of its wholly-owned subsidiary, Tai Shan Gems Ltd., in favour of ABN AMRO Bank. The guarantee of HKD 6,24,00,000, equivalent to INR 51,77,32,800, was furnished to enable the subsidiary to avail banking facilities. No fee was charged by the assessee for providing this guarantee, its stand being that the same constituted a shareholder activity and did not fall within the scope of international transaction as defined under Section 92B of the Act. The Transfer Pricing Officer rejected this contention, holding that the provision of corporate guarantee is an international transaction within the meaning of Explanation 1(c) to Section 92B, and proceeded to determine the ALP of guarantee fee at 1.55%, thereby making an adjustment of Rs. 80,24,858/-. The Assessing Officer endorsed this adjustment.
It was pointed out that the Tribunal in the assessee’s own case for earlier years, notably AYs 2013-14 and 2014-15, had considered identical facts and had restricted the ALP of such corporate guarantee commission to 0.5%. The relevant portion of the order of the Tribunal for AY 2014-15 is as under: “9. Brief facts are, during the transfer pricing proceedings, the Transfer Pricing Officer found that the assessee has provided corporate guarantee on behalf of its AEs towards loan availed by them from Barclays Bank and ABN Amro Bank. Since, the assessee had not charged any commission/fee from the AEs for the corporate guarantee so provided, the Transfer Pricing Officer determined the fee/commission for corporate guarantee @ 1.25% on the quantum of loan availed and proposed an adjustment of Rs. 32,62,150.
10. In appeal proceedings, learned Commissioner (Appeals) directed the Assessing Officer to determine the commission on corporate guarantee @ 0.5% on the loans availed.
11. Before us, the learned Counsel for the assessee submitted, the provision of corporate guarantee being a shareholder’s activity will not come within the ambit of international transaction as defined under section 92B of the Act. Without prejudice, he submitted, the commission on corporate guarantee should be reduced to 0.2% as against 0.5% determined by learned Commissioner (Appeals). In this context, he relied upon the decision of the Hon'ble Jurisdictional High Court in CIT v/s Asian Paints (India) Ltd., [2016] 75 Taxman.com 152 (Bom.).
12. The learned Departmental Representative strongly relied upon the observations of learned Commissioner (Appeals).
We have considered rival submissions in the light of decision relied upon and perused material on record. As far as the contention of learned Counsel for the assessee that provision of corporate guarantee is not an international transaction, we are not convinced with it. A reading of Explanation–1(c) of section 92B of the Act, makes it clear that the provision of any kind of guarantee will come within the ambit of international transaction under section 92B of the Act.
Rosy Blue (India) Pvt. Ltd. Further, as rightly observed by learned first appellate authority, the Tribunal, Mumbai Bench, in Everest Kanto Cylinders Ltd. v/s DCIT, [2013] 34 Taxman.com 19 (Mum.) while negating identical contention made by the assessee has held that provision of corporate guarantee is an international transaction. The aforesaid decision of the Co–ordinate Bench has also been upheld by the Hon'ble Jurisdictional High Court in case of the same assessee as reported in [2015] 58 Taxman.com 254 (Bom.). That being the case, we do not find any merit in the submissions of the assessee that provision of corporate guarantee is not an international transaction. As regard the arm's length rate of fee/commission, the learned Counsel for the assessee relying upon the decision of the Asian Paints India Ltd. (supra) has submitted that it should be reduced to 0.2%. However, on careful perusal of the decision rendered in case of Asian Paints (supra), we find that in the facts of the said case the assessee itself had charged commission @ 0.2% over the years and the Tribunal has accepted the claim of the assessee which was not contested by the Revenue. Taking note of these facts the Hon'ble Jurisdictional High Court has dismissed the appeal of the Revenue. These are not the facts in case of the present assessee. Therefore, we are not inclined to interfere with the decision of learned Commissioner (Appeals) on this issue. This ground is dismissed.”
Following the aforesaid decisions, the learned CIT(A) restricted the adjustment to 0.5% after observing as under:
6.1.2 The appellant has submitted that an identical issue arose in AY.2013-14 and AY.2014-15 and the Hon’ble Tribunal upheld the Ld. CIT(Appeals) finding that the ALP of corporate guarantee fee ought to be restricted to 0.5%. The relevant extract of Tribunal’s order for AY 2014-15[ITA No. 1724/Mum/2019] dated 16th February 2021, as submitted by the appellant is quoted as under : “9. Brief facts are, during the transfer pricing proceedings, the Transfer Pricing Officer found that the assessee has provided corporate guarantee on behalf of its AEs towards loan availed by them from Barclays Bank and ABN Amro Bank. Since, the assessee had not charged any Rosy Blue (India) Pvt. Ltd. commission/fee from the AEs for the corporate guarantee so provided, the Transfer Pricing Officer determined the fee/commission for corporate guarantee @ 1.25% on the quantum of loan availed and proposed an adjustment of Rs. 32,62,150.
10. In appeal proceedings, learned Commissioner (Appeals) directed the Assessing Officer to determine the commission on corporate guarantee @ 0.5% on the loans availed.
11. Before us, the learned Counsel for the assessee submitted, the provision of corporate guarantee being a shareholder’s activity will not come within the ambit of international transaction as defined under section 92B of the Act. Without prejudice, he submitted, the commission on corporate guarantee should be reduced to 0.2% as against 0.5% determined by learned Commissioner (Appeals). In this context, he relied upon the decision of the Hon'ble Jurisdictional High Court in CIT v/s Asian Paints (India) Ltd., [2016] 75 Taxman.com 152 (Bom.).
The learned Departmental Representative strongly relied upon the observations of learned Commissioner (Appeals).
13. We have considered rival submissions in the light of decision relied upon and perused material on record. As far as the contention of learned Counsel for the assessee that provision of corporate guarantee is not an international transaction, we are not convinced with it. A reading of Explanation–1(c) of section 92B of the Act, makes it clear that the provision of any kind of guarantee will come within the ambit of international transaction under section 92B of the Act. Further, as rightly observed by learned first appellate authority, the Tribunal, Mumbai Bench, in Everest Kanto Cylinders Ltd. v/s DCIT, [2013] 34 Taxman.com 19 (Mum.) while negating identical contention made by the assessee has held that provision of corporate guarantee is an international transaction. The aforesaid decision of the Co–ordinate Bench has also been upheld by the Hon'ble Jurisdictional High Court in case of the same assessee as reported in [2015] 58 Taxman.com 254 (Bom.). That being the case, we do not find any merit in the submissions of the Rosy Blue (India) Pvt. Ltd. assessee that provision of corporate guarantee is not an international transaction. As regard the arm's length rate of fee/commission, the learned Counsel for the assessee relying upon the decision of the Asian Paints India Ltd. (supra) has submitted that it should be reduced to 0.2%. However, on careful perusal of the decision rendered in case of Asian Paints (supra), we find that in the facts of the said case the assessee itself had charged commission @ 0.2% over the years and the Tribunal has accepted the claim of the assessee which was not contested by the Revenue. Taking note of these facts the Hon'ble Jurisdictional High Court has dismissed the appeal of the Revenue. These are not the facts in case of the present assessee. Therefore, we are not inclined to interfere with the decision of learned Commissioner (Appeals) on this issue. This ground is dismissed.” The appellant has further pointed out that for AY 2013-14, The Hon’ble Tribunal, vide order dated 23rd July 2021 (para 8.1 and 8.2) has relied on the Tribunal’s order for AY 2014-15 and restricted the ALP on corporate guarantee fee to 0.5%. Similarly, the appellant has pointed out that Hon’ble ITAT for AY 2021-22 has decided on similar lines. On perusal of the order of Hon’ble ITAT for AY 2021-22 dated 27.11.2024 No. ITA -5387/M/2024 , it is noted that the facts were similar and the appellant had provided corporate guarantee to same subsidiary, i.e Tia Shan Gems Ltd without charging any commission and based on appellate orders of earlier years computed adjustment on account of Corporate Guarantee at 0.5%, whereas the TPO after obtaining information from banks computed the commission rate @1% , and this adjustment was upheld by Hon’ble DRP. However, Hon’ble ITAT has relied upon its earlier order for AY.2013-14 where the rate of 0.5% was determined as applicable and upheld. From the above, it is clear that the issue involved is recurring in nature and there is no change in the facts and circumstances of the instant assessment year to differ from the binding decisions of Hon’ble ITAT Mumbai rendered in the own case of the appellant. Respectfully relying upon these decisions of Hon’ble ITAT as mentioned above, the claim of the appellant that corporate guarantee is not an international transaction is rejected and the ALP of corporate guarantee fee is
We find that this issue is recurring in nature and there is no change in the facts and circumstances for the year under consideration. The consistent line of decisions in the assessee’s own case has crystallised the position that while corporate guarantee constitutes an international transaction, the arm’s length commission is to be restricted to 0.5%. Respectfully following these binding precedents, we uphold the findings of the learned CIT(A) and dismiss this ground raised by the Revenue.
The next issue relates to the adjustment made towards notional interest on interest-free loan advanced by the assessee to its wholly-owned subsidiary, Tai Shan Gems Ltd., Hong Kong. The assessee had extended a loan of USD 7,50,000, equivalent to INR 4,87,83,075, as part of capital funding without charging any interest. The contention of the assessee that such loan was a shareholder activity was not accepted by the TPO, who made an addition of Rs. 17,07,408/- by applying an interest rate of 3.5% based on LIBOR plus spread as per Bloomberg database.
It was submitted that in the assessee’s own case for earlier years, notably AY 2014-15, the Tribunal has held that such loan should be benchmarked with reference to LIBOR and not LIBOR plus spread. The learned CIT(A), relying upon the said decision of the Tribunal, accepted the assessee’s plea and deleted the adjustment after recording the following findings:
6.2.2 The appellant has submitted that the Hon’ble Tribunal, in the Appellant’s own case for AY 2014-15 has held that TP adjustment on notional interest on interest free loan granted to AE should be benchmarked to LIBOR. The relevant extract of the order dated 16.2.2021 in as submitted by the appellant is reproduced below: “7. We have considered rival submissions and perused materials on record. Though, learned Counsel for the assessee has submitted that advancing of interest free loans to the subsidiaries is a shareholder’s activity, hence, should not be subjected to arm's length price determination, however, we are not convinced. A perusal of Explanation–I(c) of section 92B of the Act makes it clear that capital financing including any type of long term and short term borrowing, lending, etc., comes within the ambit of international transaction. Since, the assessee has provided interest free loan to the AEs, which, under similar circumstances would not have been provided to unrelated parties, arm's length interest has to be determined. It is further observed, in the course of proceedings before the first appellate authority the assessee relying upon various judicial precedents had submitted that arm's length interest should be determined by applying LIBOR rate. Since, learned Commissioner (Appeals) has accepted the aforesaid contention of the assessee, we do not find any infirmity in the decision of learned Commissioner (Appeals). This ground is dismissed.” The appellant has further submitted that for AY.2013-14 and AY.2021-22, the Hon’ble Tribunal has relied on the Tribunal’s order for AY.2014-15 and restricted the ALP of notional interest on loan to AE at LIBOR and has also submitted the copies of these orders. On perusal of the order of Hon’ble ITAT for AY.2021-22 dated 27.11.2024 in it is noted that the facts were similar and the appellant had advanced interest free loan to its AE’s charging any commission and based on appellate orders of earlier years, Hon’ble ITAT has held that the Arm’s Length interest should be determined by applying the LIBOR rate. It is noted that vide ITAT order for AY.2013-14, in ITA No.308/Mum/2019, had not accepted the argument of the department that naked LIBOR rates without spread cannot be considered. Hon’ble ITAT in Rosy Blue (India) Pvt. Ltd. this regard had referred to the decision of Hon’ble Rajasthan High Court in the case of CIT vs. Vaibhav Gems Ltd. - 88 Taxmann.com 12, appeal against which was dismissed by Hon’ble Apex Court - 259 Taxmann130 (SC). From the above, it is clear that the issue involved is recurring in nature and there is no change in the facts and circumstances of the instant assessment year to differ from the binding decisions of Hon’ble ITAT Mumbai rendered in the own case of the appellant. Respectfully relying upon these decisions of Hon’ble ITAT as mentioned above, the claim of the appellant that interest free loan to wholly owned subsidiary is a shareholder activity is rejected and the ALP of notional interest on loan given to wholly owned subsidiary is directed to be determined on the basis of LIBOR. The appellant has submitted the computation in this regard as quoted above in its submissions, which may be perused and verified by the AO/TPO in this regard.
On careful consideration, we note that the principle emerging from earlier years is that LIBOR constitutes the appropriate benchmark for foreign currency loans advanced to Associated Enterprises. The rationale behind this is that when the transaction is denominated in foreign currency, the cost of funds in that currency not the domestic lending rate must guide the benchmarking exercise. This principle has already been settled in a long line of judicial precedents, including the decision of the Hon’ble Rajasthan High Court in Vaibhav Gems Ltd. subsequently affirmed by the Hon’ble Supreme Court.
At the same time, it cannot be overlooked that in any comparable uncontrolled transaction, no independent commercial lender would advance monies merely at its own cost of funds represented by LIBOR. LIBOR is essentially the inter-bank offered rate, which represents the cost at which Rosy Blue (India) Pvt. Ltd. prime banks borrow funds from one another in the international market. When such banks or financial institutions lend onward to unrelated borrowers, there is invariably an addition of a margin or spread to cover credit risk, administrative costs, and profit element. To ignore such a spread would be to disregard the very essence of the arm’s length principle, which requires us to place ourselves in the position of an independent lender transacting under uncontrolled conditions.
Therefore, while LIBOR is the correct base benchmark, transfer pricing jurisprudence mandates that we must also look to the economic reality of how uncontrolled loans are priced in the open market. Invariably, a certain number of basis points are added over LIBOR depending upon the creditworthiness of the borrower, tenor of the loan, and prevailing market conditions. In the facts of the present case, where the assessee has extended an interest-free loan to its wholly-owned foreign subsidiary, it would be reasonable to adopt a conservative spread of 100 basis points over LIBOR so as to align the transaction with what an independent party would have charged in comparable circumstances.
It is on this reasoning that, given the prevailing LIBOR rate of 1.91% during the year, we hold that the arm’s length interest should be determined at 2.91% (i.e. LIBOR + 1%). This adjustment, modest as it is, ensures fidelity both to the judicial precedents that mandate LIBOR as the benchmark and to the transfer pricing principle that the tested transaction must mirror the realities of uncontrolled market Rosy Blue (India) Pvt. Ltd. conditions. Accordingly, the grounds raised
by the Revenue are treated as partly allowed.
12. The next set of grounds pertains to the disallowance made under Section 14A read with Rule 8D. The assessee had earned exempt dividend income of Rs. 1,57,41,606/- and share of profit from partnership firm amounting to Rs. 3,94,988/-. Against this, it had suo motu disallowed Rs. 48,71,364/- being 1% of the average investments which had actually yielded exempt income. The Assessing Officer, however, proceeded to apply Rule 8D on the entire investment portfolio, including investments which yielded no exempt income, thereby making an additional disallowance of Rs. 97,10,344/-.
13. The learned CIT(A), after examining the matter, followed the Tribunal’s order in the assessee’s own case for AY 2013- 14 as well as the ruling of the Special Bench in ACIT v. Vireet Investments (P) Ltd. and also the judgment of the Hon’ble Delhi High Court in Era Infrastructure (India) Ltd., holding that only those investments which have actually yielded exempt income during the year should be considered for the purpose of disallowance. The relevant observations of the learned CIT(A) are reproduced below: “6.4.2 The appellant has claimed that it had made an investment aggregating to Rs.152,46,85,482/- out of which investments aggregating to Rs.6,65,60,702/- are in foreign subsidiaries and investments of Rs.97,10,05,142/- are in companies on which no exempt income is received. The appellant has investment of Rs.48,71,19,638/- only on which exempt income of Rs.1,61,36,594/- is received during the year. It has been claimed that the appellant suo-moto disallowed a Rosy Blue (India) Pvt. Ltd. sum of Rs.48,71,364/- under Section 14A of the Act calculated at the rate of 1% of the average value of investment on which dividend income is received during the year under consideration. It has been claimed that the Assessing Officer, in addition to the suo-moto disallowance by appellant computed a further disallowance under Section 14A of the Act read with Rule 8D(2)(ii) @ 1% investment of Rs.97,10,05,142/- on which no exempt income is received during the year. The appellant has relied upon the Hon’ble Tribunal in the appellant’s own case for AY.2013-14 in dated 23/07/2021 - wherein it has held that only those investments from which exempt income has been earned during the year, ought to be considered for the purpose of computing disallowance under Section 14A r.w.r. 8D. The relevant extract of the order, as submitted by the appellant is as under: “12.3. The ld. AR argued before us that no objective satisfaction was recorded by the ld. AO for disregarding the claim of the assessee. We find that assessee had only made an adhoc disallowance of Rs. 1 lakh in the instant case u/s.14A of the Act and had also not provided the basis of arriving at such disallowance before the lower authorities. Hence, there is no need to record any satisfaction by the ld. AO to disapprove the said adhoc disallowance. The ld. AO had proceeded to make the disallowance based on computation mechanism provided under Rule 8D (2)(iii) of the Rules, which action cannot be faulted with. The only dispute before us is with regard to disallowance made under Rule 8D(2)(iii) of the Rules. We find that the Hon’ble Special Bench of Delhi Tribunal in the case of ACIT vs. Vireet Investments reported in 165 ITD 27 had held that only those investments which had yielded exempt income to the assessee during the year alone should be considered for the purpose of making the disallowance under Rule 8D(2)(iii) of the Rules. Respectfully following the same, we hereby direct the ld. AO to consider only the investments of Rs.40,01,64,994/- and apply 0.5% thereon for the purpose of working out the disallowance under Rule 8D(2)(iii) of the Rules which would work out to Rs.20,00,825/-. The ld. AO is directed to disallow a sum of Rs.19,00,825/- (20,00,825- 1,00,000) in the instant case u/s.14A of the Act read with Rule 8D(2)(iii) of the Rules. Accordingly, the ground No.4 raised by the assessee is partly allowed.”
The appellant has submitted that following the above order of Hon’ble ITAT for AY.2013-14, CIT(A) vide order dated 17.02.2020 for AY.2016-17 and vide order dated 28.11.2023 for AY.2017-18 have restricted the disallowance under Section 14A of the Act by considering only those investments from which exempt income has been earned during the year. No appeal was filed by the department against the order of CIT(A) for AY.2016-17 and on appeal against the Order of CIT(A) for AY.2017-18, Hon’ble ITAT dismissed the departmental appeal by upholding the order of CIT(A). It is noted that amendment made in the section 14A of the Act vide Finance Act 2022 has been held to be prospective in nature by Hon’ble Delhi High Court in the case of Era Infrastructure (India) Ltd. - 141 Taxmann.com 289. It is noted that the decision of Hon’ble ITAT Delhi Special Bench in the case of Vireet Investment (P) Ltd.-82 Taxmann.com 415 is applicable in the instant case where it has been held that only those investments are to be considered for computing average value of investment, which yielded exempt income during the year. Based on this decision, Hon’ble jurisdiction ITAT Mumbai has passed various orders including that in the case of the appellant also. The appellant has claimed that it has already disallowed an amount of Rs.48,71,364/- by fully considering the investments from which exempt income has been earned during the year, and the AO is directed to verify this contention of the appellant. Therefore, since the issue involved is recurring in nature and there is no change in facts and circumstances of the instant assessment year as compared to earlier years, relying on the binding decision of Hon’ble ITAT in the own case of the appellant as discussed above, the disallowance u/s.14A is directed to be computed by considering only those investments which had yielded exempt income to the assessee during the year alone should be considered for the purpose of making the disallowance under Rule 8D(2)(iii) of the Rules. As a result, the additional disallowance of Rs.97,10,344/- made by the Assessing Officer is directed to be deleted after due verification.”
We find no infirmity in the findings of the CIT(A). The underlying principle of Section 14A is to disallow only that expenditure which has a proximate nexus to earning exempt Rosy Blue (India) Pvt. Ltd. income. Investments which yield no exempt income in a given year cannot, by any logical or legal construction, be said to have occasioned expenditure relatable to exempt income. This position has been repeatedly affirmed by the Tribunal in assessee’s own case for earlier years and by the Special Bench in Vireet Investments (P) Ltd., which has attained wide acceptance. Furthermore, the amendment brought by the Finance Act, 2022 to Section 14A has been held to be prospective in nature, as recognised by the Hon’ble Delhi High Court in Era Infrastructure (India) Ltd., and cannot be applied retrospectively to the year under appeal.
In view of the foregoing, we affirm the decision of the learned CIT(A) in directing that disallowance under Section 14A should be confined only to investments which yielded exempt income during the relevant year. The additional disallowance made by the Assessing Officer is accordingly directed to be deleted after due verification.
In the result, the appeal of the Revenue is partly allowed in terms indicated above.
Order pronounced on 29th August, 2025.