Intermediary: IDP Education and the Missing Contract

Intermediary explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

An Indian company helped its Australian parent place students in foreign universities. The department saw a facilitator between two parties; the Court looked for the contracts and found only one.

"Where the assessee neither had contractual obligations with students or foreign universities, nor received consideration from them, it could not be treated as an 'intermediary' under the GST laws." — IDP Education India Pvt Ltd v. Union of India [(2025:BHC-OS:7665-DB)], Writ Petition No. 2774 of 2024, Bombay High Court.

The structure

"The Assessee, IDP Education India Pvt. Ltd., a subsidiary of IDP Education Ltd., Australia (IDP Australia), assisted IDP Australia in admitting Indian students to foreign universities."

The contracts and the money both sat one level up: "IDP Australia entered into agreements with foreign universities for student admission and received a placement fee from them. The Petitioner was paid a share of the placement fee received by IDP Australia."

And the negative facts are the case: "There was no contractual relationship between the Petitioner and the foreign universities or students."

"The Petitioner paid IGST on these services and claimed a refund, treating them as exports of service. The refund claims were rejected by the Revenue on the grounds that the Assessee was an 'intermediary' under the IGST Act."

Why the label decides the refund

Section 2(13), IGST Act defines an intermediary as "a broker, agent or any person who arranges or facilitates the supply of goods or services between two or more persons, but does not include a person supplying such goods or services on his own account."

Section 13(8)(b) places the supply of intermediary services at "the location of the supplier."

So the classification is dispositive. An intermediary in India has its place of supply in India; the supply is therefore not an export under section 2(6), no zero-rating arises, and the refund under section 54 fails. Nothing else in the case turns on quantum.

The assessee's case

"the Assessee rendered services to IDP Australia on a principal-to-principal basis under a bipartite contract. The Assessee did not have any contractual obligation with the universities or with the students. Further, the Assessee did not raise any invoice or receive any consideration from the universities or the students."

Three supports:

• Circular No. 159/15/2021-GST dated 20.09.2021, which "clarified that the scope of intermediary under GST remains the same as under service tax";
• a CESTAT order dated 28.10.2021 in the assessee's own case under service tax, holding it was not an intermediary, "which had attained finality";
• refund orders passed in its favour by other jurisdictions under GST.

The Revenue's case was a single proposition: that the role "fell within the definition of 'intermediary', as it facilitated services between foreign universities and students."

The Court's reasoning

"The Court referred CESTAT's previous decision in the Assessee's own case (pre-GST regime) wherein it was held that the petitioner was not an intermediary."

"The Court found no substantial difference in facts or scope of services rendered by the Assessee between the earlier and current periods."

"It reaffirmed that the definition and scope of intermediary services remained the same under GST and Service Tax, as clarified in CBIC Circular."

"Attempt to differentiate agreements due to their renewal was rejected as the scope of services remained the same."

"Basis the above findings, the Court remanded the matter back to the Department for processing of the Assessee's refund claim."

The two principles worth extracting

"This ruling reiterates that the absence of a contractual link with the end user (university/student) is crucial in not qualifying as an 'intermediary'."

The test is contractual, not functional. Almost every service produces a benefit for someone beyond the immediate customer; that is not what section 2(13) captures. What it captures is a person who arranges a supply between two others — and that requires a relationship with those others, evidenced by contract, invoice or consideration. Here there were none of the three.

"The ruling also emphasizes the importance of consistency in adjudication when facts remain unchanged."

And that carries a documentary lesson. The assessee's strongest material was a finalised order in its own case under the earlier law plus favourable orders in other jurisdictions — which is why a service-tax-era classification finding is worth retrieving before contesting an intermediary allegation under GST, and why merely renewing an agreement, without changing its scope, does not reopen the question.

Key takeaways

• Section 2(13), IGST Act requires arranging or facilitating a supply between two or more persons, excluding supply on one's own account.
• Section 13(8)(b) places intermediary services at the supplier's location, defeating export treatment and the refund.
• The assessee had no contract, no invoice and no consideration involving the universities or students.
• Services to the foreign parent were on a principal-to-principal, bipartite basis.
• Circular No. 159/15/2021-GST confirms the scope is unchanged from the service tax regime.
• A CESTAT order in the assessee's own case, having attained finality, was decisive.
• Renewal of agreements, without a change in scope, does not alter the classification.
• The matter was remanded for processing of the refund.
• The test is the contractual link with the end user, not the practical effect of the service.

Read next

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• GST on Trade Receivables and Payables at the Year End

Disclaimer: Positions stated as on 5 September 2026, based on IDP Education India Pvt Ltd v. Union of India [(2025:BHC-OS:7665-DB)], sections 2(6), 2(13) and 13(8) of the IGST Act, 2017, section 54 of the CGST Act, 2017 and Circular No. 159/15/2021-GST, as summarised in the ICAI compilation Significant Judicial and Advance Rulings in GST (Second Edition, February 2026).