1. The Core Rule — Gross vs Net Revenue
Whether your company recognizes revenue on a gross or net basis depends on one question: are you acting as a principal or an agent in the transaction?
This assessment is governed by IND AS 115 — Revenue from Contracts with Customers (India's converged version of IFRS 15), and it's one of the most commonly tested areas in statutory audits — and one of the most frequently misapplied.
IND AS 115 is unambiguous: amounts collected on behalf of a third party are not your revenue — they don't increase your equity. If you're merely arranging a transaction and keeping a fee, only that fee is your revenue.
Consider an e-commerce marketplace collecting ₹1,000 from a buyer for a product sold by a third-party seller. The marketplace keeps ₹150 as commission and remits ₹850 to the seller. Is revenue ₹1,000 or ₹150?
The answer lies in a careful assessment of control. Under IND AS 115, the central question is: does the entity control the specified good or service before it is transferred to the customer?
- If yes — you're a principal and recognize revenue at the gross amount.
- If no — you're an agent and recognize revenue at the net amount — your fee or commission.
2. How the Flow Works — Principal, Agent & Customer
Before applying the indicators, it helps to visualize the three-party relationship that raises this question in the first place.
When your company is the agent, the principal is ultimately responsible for the goods/services. Your company earns a commission for arranging the transaction.
The critical distinction: just because your company invoices the customer or collects the full cash amount does not automatically make it a principal. Many Indian companies — from travel portals to telecom resellers — invoice the end customer for the full amount but are, in substance, merely acting as an intermediary.
Common audit finding. Statutory auditors in India frequently raise this during IND AS audits, especially for companies transitioning from old Indian GAAP. The top-line revenue figure can change dramatically depending on whether an entity is assessed as principal or agent — even though bottom-line profit stays the same.
3. IND AS 115 Indicators — Are You a Principal?
IND AS 115 sets out three key indicators to help assess whether an entity controls the good or service before it reaches the customer. If these indicators point towards control, the entity is a principal.
These are indicators, not a checklist. One indicator alone might be sufficient, or several might need to be weighed together. The overarching principle remains: does the entity control the specified good or service before it is transferred to the customer?
In many Indian business arrangements — commission agents, C&F agents, marketplace platforms, franchise models — these indicators produce mixed results. That's exactly when careful professional judgement is required.
4. Example 1 — Goods (Electronics Retailer)
TechBazaar is a retail electronics store in Mumbai that sells both new products (bought outright from manufacturers) and refurbished gadgets (taken on consignment from individual sellers).
Scenario A: New Products (Bought from Manufacturers)
TechBazaar purchases smartphones and laptops directly from manufacturers, paying within 30 days of delivery. Goods are stored in TechBazaar's own warehouse and insured under its own policy. TechBazaar sets its own MRP-compliant selling prices, decides on festive discounts, and handles all post-sale customer support.
Assessment:
✅ Primary responsibility — TechBazaar is the customer-facing entity for returns, exchanges and complaints.
✅ Inventory risk — Goods sit in TechBazaar's warehouse; loss from damage or unsold stock is TechBazaar's.
✅ Pricing discretion — TechBazaar sets prices and decides on discounts and promotions.
TechBazaar buys a smartphone from Samsung for ₹15,000 and sells it to a customer for ₹18,500.
Revenue recognized: ₹18,500 (gross) | Gross margin: ₹3,500
Scenario B: Refurbished Gadgets (Consignment Model)
Individual sellers bring used gadgets to TechBazaar's showroom. The seller sets the base price; TechBazaar can adjust it within ±5% under a pre-agreed formula. TechBazaar earns 12% commission on the selling price. Unsold gadgets are returned to the seller after 90 days, and no warranty is provided on refurbished goods.
Assessment:
❌ Primary responsibility — No warranty or post-sale service from TechBazaar; the seller is responsible for the product's condition.
❌ Inventory risk — Unsold units are returned to the seller; obsolescence risk stays with the seller.
❌ Pricing discretion — The seller sets the base price; TechBazaar's adjustment range is pre-approved and limited.
TechBazaar does not control the refurbished gadgets before they transfer to the customer.
A refurbished tablet sells for ₹8,000. TechBazaar remits ₹7,040 to the seller and keeps ₹960 (12% commission).
Revenue recognized: ₹960 (net commission only) | No COGS entry — the inventory was never TechBazaar's asset.
5. Example 2 — Services (Food Delivery Platform)
QuickBite is a food delivery platform (the Swiggy/Zomato model). A customer orders food worth ₹500 through the app. The restaurant prepares the food, QuickBite arranges the delivery rider, and the customer pays ₹500 + ₹40 delivery fee = ₹540 to QuickBite. QuickBite remits ₹425 to the restaurant and keeps ₹75 platform commission + ₹40 delivery fee.
Assessment — Food Order Component (₹500)
❌ Primary responsibility — The restaurant is responsible for food quality, preparation and hygiene; a complaint about the food ultimately goes back to the restaurant.
❌ Inventory risk — QuickBite never takes title to the food; if an order is cancelled after preparation, the restaurant bears the loss (subject to platform policy).
❌ Pricing discretion — The restaurant sets its own menu prices; QuickBite may charge a platform or surge fee on delivery, but does not alter the food price.
Note on delivery services. The ₹40 delivery fee is a separate performance obligation where QuickBite is the principal — it controls the delivery service, engages the riders, and is responsible for timely delivery. So the delivery fee is recognized gross. This is a classic case of being an agent for one performance obligation and a principal for another, within the same contract.
Would the answer change if QuickBite ran its own cloud kitchens?
Yes. If QuickBite operates its own cloud-kitchen brands — controlling the menu, recipes, ingredients, pricing and food quality — then QuickBite controls the food before transfer. For its own brands, QuickBite is the principal and recognizes the full food price as gross revenue. This is exactly why listed food-delivery companies separately disclose revenue from owned brands versus marketplace commission.
6. Example 3 — Digital (E-commerce Marketplace)
ShopKaro operates an online marketplace (the Amazon/Flipkart marketplace model). Third-party sellers list products; when a customer buys a product for ₹2,000, ShopKaro deducts 18% commission (₹360) and remits ₹1,640 to the seller. The seller is responsible for product quality and handles returns; the seller sets the price, though ShopKaro may recommend pricing based on competition.
Assessment — Marketplace Transactions
❌ Primary responsibility — The seller is responsible for product quality and fulfils returns/refunds through ShopKaro's system.
❌ Inventory risk — Products sit with the seller (or in ShopKaro's fulfilment centre under an FBA-like model, but title never transfers to ShopKaro); the seller bears unsold-inventory risk.
⚠️ Pricing discretion — The seller controls pricing; ShopKaro can recommend but not override. Discounts funded from ShopKaro's own margin need separate assessment.
GST angle for Indian companies. Under GST, the e-commerce operator (ECO) is required to collect TCS (Tax Collected at Source) under Section 52 of the CGST Act on the net value of taxable supplies made through it. This TCS mechanism itself reinforces the agent characterization — GST law recognizes the marketplace as a facilitator, not the seller.
7. Quick Reference — Principal vs Agent
| Indicator | Principal (Gross) | Agent (Net) |
|---|---|---|
| Control before transfer | Controls the good/service before the customer receives it | Arranges for another party to provide it |
| Primary responsibility | Responsible for quality, returns, post-sale service | Not responsible — merely facilitates the connection |
| Inventory risk | Bears risk of unsold, damaged or obsolete inventory | No inventory risk — goods returned to supplier if unsold |
| Pricing discretion | Sets or significantly influences the selling price | Price set by the principal; agent may only recommend |
| Revenue recognized | Full amount charged to the customer | Only the commission/fee retained |
| COGS recognized? | Yes — cost of goods/services is a separate expense | No — amounts passed to principal are a liability, not COGS |
| Remuneration form | Margin between purchase price and selling price | Commission, fee, or percentage of transaction value |
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Explore IND AS Tools →8. Why It Matters — Real Business Impact
You might ask: if the profit or loss impact is the same either way, why does it matter? The bottom line (net profit) is indeed unchanged. But the top line (revenue) can change dramatically, with real consequences.
Real-world example. When Indian food-delivery platforms filed their IPO documents, there was significant analyst debate about whether GMV (Gross Merchandise Value) or net revenue (commissions) should be the benchmark for valuation. IND AS 115's principal-agent guidance was at the heart of that conversation.
Getting this assessment right isn't academic — it directly shapes how stakeholders perceive your business, how regulators evaluate compliance, and how auditors sign off on your financials.
9. FAQs
What is the difference between a principal and an agent under IND AS 115?
A principal controls the specified good or service before it is transferred to the customer and recognizes revenue at the gross amount charged. An agent arranges for another party to provide the good or service and recognizes revenue only at the net amount it retains — its fee or commission.
Does invoicing the customer for the full amount make a company the principal?
No. Collecting the full cash amount or issuing the invoice does not, by itself, determine principal status. Many Indian companies — travel portals, telecom resellers, marketplaces — invoice the full amount but are, in substance, agents because they never control the good or service before transfer.
Can a company be a principal for one part of a contract and an agent for another?
Yes. Each distinct performance obligation is assessed separately. A food delivery platform, for example, is typically an agent for the food (the restaurant controls it) but a principal for the delivery service (the platform controls and is responsible for the delivery itself).
Why does the gross vs net presentation matter if net profit is unchanged?
Net profit is unaffected, but top-line revenue can change dramatically. That affects revenue-based ratios, bank covenants tied to revenue thresholds, management incentives linked to revenue targets, and investor perception of a company's scale — which is why it's a frequent statutory audit focus area.