INTRODUCTION
The case issued on November 13, 2025, by the Justices Manoj Misra and J.B. Pardiwala, in Poly Medicure Ltd. v. Brillio Technologies Pvt. Ltd. (2025 INSC 1314) can be considered a massive turnaround in the jurisprudence and interpretation of consumer protection, particularly on the provision of the Consumer Protection Act, 1986, Section 2(1)(d), which does not include commercial entities in the definition of consumer. The case was credited to disagreement in bad software purchased by a business to automate its businesses, which evidently indicates that there is tension between the interest of the consumer and businesses. The enactment of the CPA 1986 to bring immediate relief to single consumer has been an uphill task in determining personal and commercial use especially in business-to-business (B2B) transactions involving items like software.1
The decision says that the Act was intended to support the weak and not the complex business actors and has highlighted a test that it is a profit nexus.2 It is anchored on the case like Laxmi Engineering Works v. P.S.G. Industrial Institute (1995) 3 SCC 583 that made a difference in large scale commercial purchases and tools of self employment.3 Unique Shanti Developers (2020) 2 SCC 265 which provided some general guidelines of establishing commercial intent. The rejection of the appeal makes it clear to the Court that automation tools aimed at enhancing efficiency and profitability do not come under the jurisdiction of the consumer forums and such cases need to be addressed by the civil courts.4
In this case study, the judges conducted the analysis of the judgment through considering 10 additional landmark cases such as the Cheema Engineering Services v. Economic Transport Organization v. Rajan Singh5. In order to frame the new interpretation of the commercial purpose, in the Charan Spinning Mills (P) Ltd.6 it was analyzed with factual evidence, issues, pitfalls taken into account and broader implication and how the case challenges the boundaries of the CPA in an age of booming digital economy in India where lawsuits against software are on the rise.
FACTS
Poly Medicure Ltd. is a company, incorporated under Companies Act, 1956 engaged in importation and exportation of medical equipments, and had an interest in adopting an export/import documentation system at its plant. It has also secured a product license of Brillio opti suite software sold by Brillio technologies Pvt. Ltd. in order to automate its business. The license and other development costs were paid out. The software, however, failed and Poly Medicure filed Consumer Complaint No. 515 of 2019 to the State Consumer Disputes Redressal Commission, Delhi stating that the service failed and wanted back the money with interest of 18 percent.7
The purchase was in the case contested on the basis of maintainability, with Brillio stating that the purchase was one that was commercial in nature that prevented Poly Medicure as a consumer under a sub-clause in the CPA 1986, of Section 2(1)(d). On August 19, 2019, the State Commission declined the complaint assuming that purchase of the software was made at a profit motive as long as this was in the efficiency of the business. On June 15, 2020, Poly Medicure went to the federal
Consumer Disputes Redressal Commission (NCDRC) ruled that the dismissal was reasonable.8 The issue that was appealed to the Supreme Court on whether the transaction was a non-commercial transaction as defined in the Act with regard to the claims of self-use was in the context of self-use claims.
The software facilitated such functions as export document sets, sales document clubbing, bill of exchange, duty drawback tracking, letter of credit management, container indents, ECGC policy management, export packing credit and FOREX cover- such functions positively participating in the profit-making activities of the import/export business and more specifically, Poly Medicure.9
ISSUES
The biggest query was whether Poly Medicure concerned a consumer in Section 2(1) (d) CPA 1986 because the purchase of the software had a nexus to commercial affairs. The sub-issues were: (1) Interpretation of the meaning of commercial purpose as contrasted with the Explanation that allows exceptions of self-employment;
(2) whether business automation software, in the absence of the intent of resale, can be regarded as a personal use; and
(3) whether the profit nexus test is applicable in a B2B transaction.
On the basis of Poly Medicure argued that it was an end-user, and did not resell or make any profit directly. Pureearth Infrastructure Ltd.10 has the equivalents of self-employment. Brillio counter argumented that the software allowed profit-making business, and was thus commercial according to National Insurance Co. Ltd. v. Harsolia Motors11 and According to the case Shrikant G. Mantri v. Punjab National Bank12, in order to demonstrate that B2B disputes are not subject to consumer forums, it is necessary to mention that.13
Whether the facilitation of profit was the primary motive of the transaction so as to draw the difference between corporate efficiency tools and aids of personal livelihood was the matter reviewed by the Court.14
CONFRONTING THE PITFALL
The judgment has cleverly escaped the pitfalls in defining the existence of commercial purpose, such as uncertainty of hybrid transactions, excessive self-employment claims, and trial shopping by commercial players. The Court does not adhere to rigid formulas and that the possibility of depressing the welfare orientation of the CPA, by adhering to a test of fact-specific profit nexus that was used in Lilavati Kirtilal Mehta Medical Trust (supra).
One of the principal pitfalls, which involve the self-employment Clause of corporations, is covered by drawing a distinction between individuals and corporations.15 The Court stated that the companies can be persons but not consumers where purchases boost profits in Ashok Iron Works Pvt. Ltd.16 The software automation used, in this instance, saved money and streamlined the situation, which had a direct relationship to revenue, as opposed to comfort items (e.g., refrigerators) in Harsolia Motors (supra).
To make this analysis more comprehensive, more cases are to be included:
This additional landmark case coverage makes bold and more formidable the judicial interpretation that, consistent with the exclusion of companies and commercial acquisition, is an area of protection of the Consumer Protection Act. The statutory exception of Section 2(7) of the CPA 2019 of goods or services that have been obtained on a commercial basis is not made in a vacuum but a uniform jurisprudential conclusion on what the welfare purpose of the Act is to individual end-users.17
The difference between capital investment in expanding the business and procurement in self-employment is confirmed by Rajan Singh. The commercial purpose of machinery purchase that was already a subject of a commercial business is by definition a commercial purpose that can be compared directly with the reasoning presented in Poly Medicure Ltd. where software was acquired to increase the efficiency and the profitability of an already existing commercial business.18 The nexus of profit generation, which places them out of the definition of consumer transaction categorically, exists in both cases. This is in contrast to the parameter exemption, which was achieved in Paramount Digital Colour Lab19 when the individual who is unemployed makes a purchase to start a business venture based on sole livelihood, the purchase was treated as self-employment, but not as large-scale trade. This is a contrast to the fact that the exception is restricted and that targets those individuals who are entering the market, as opposed to those organizations who are already established and increasing their business-like Poly Medicure.
Similarly, the principle can be applied in services. In order to carry out business, State Bank of Bikaner and Jaipur20 clarified that the offering of banking services is a commercial object. This can be directly applied to such services as special software or SaaS services- they are modern business processes, and the process of acquiring it has the same functional equivalent to borrowing a line of credit or other business financial services. The warning contained in Morgan Stanley Mutual fund v. Kartick Das21 enlarging the jurisdiction of consumer forum in commercial investment cases is another boundary which can be used to restate the fact that CPA is not a panacea to all aggrieved parties but a special remedy to a special and vulnerable group.
Finally, New India Assurance Co. Ltd. v. R. Srinivasan22 provides a good analogy of such assets in the form of a commercial vehicle or, consequently, software of business critical importance. The decision of the court was that the insurance of a vehicle being used as a commercial commodity (a taxi) is not a consumer purchase because it is primarily focused on profit making. This is based on the ruling of National Insurance Co. Ltd. v. Harsolia Motors that sets out the same rule that the nature of underlying asset will determine the nature of the transaction. Therefore, it is a commercial activity which is done by a company insuring its servers or buying the software running on its servers and whether the software is regarded as goods or not.23
This whole case law depicts a judicial consensus that has been resolved. It should be noted that the commercial purpose exclusion is a purposive application because it serves to keep the CPA as a shielding element to the individual consumers and not a sword to the business entities. This gives a big protection distance in Micro, Small, and Medium Enterprises (MSMEs) because where functional vulnerability of such companies takes a back seat, its formal legal position of commercial organization takes its place. They must have recourse, as is determined by this jurisprudence, not to the hastier forums of the CPA, but to the more challenging walks of civil contract law.24
The judicial definition of the nature of a commercial purpose under the consumer protection law has been continuously revised by a series of landmark rulings to the effect that it has established a sound doctrinal foundation that tends to keep business to business dealings out of it under the Consumer Protection Act. The presence of a profit nexus provides one with a clear cut line in the jurisprudence as evident in the case of United India Insurance Co. Ltd. v. Pushpalaya Printers.25 In this instance, the Supreme Court determined that the defects in machine in a printing company having an insurance policy covered by a commercial policy lacked any uncertainty that they were of commercial nature as they formed part of revenues generating processes. This argument is analogously close to the situation of software breakdown in the business world, failure of accounting or design software purchased by a business enterprise puts a business process which is profit-oriented in squarely out of the protection of the consumer law.
This is a commercial nexus rule which was cemented in Economic Transport Organization v. Charan spinning Mills (P) Ltd.26 The Court also limited the area of consumer forum to transport services contracted by a spinning mill, specifically so since the contract did not seek to provide a service of personal consumption, but rather was immediately related to the overall business activity of the mill, namely, to acquire raw materials to be used into final product. This was a normal B2B service that was bought with the best interest of the core purpose of commercial business of the respondent thus ruling out any allegation of being a consumer. Similar to the case in Shreejee Traco (India) Vs. Paperline International Inc.27 the controversies surrounding the importation of machinery were commercial as even the object of the importation was to be utilized in a profit-making production/manufacturing activity. The Court analyzed the end use of the goods in a business chain, which is in favour of the fact that the end purpose of exchange and not the nature of the goods is decisive.
The modern judicial system still ratifies this strict standard. One of the latest and significant restatements of the same is that of Bhandari Engineers & Builders Pvt. Ltd.,28 where the Supreme Court made it clear that the provision of the construction services to increase the business or create commercial premises is done in a commercial manner.29 The ruling emphasizes the aspect that a service, which is a capital asset to or operating component of a business entity, fails the consumer test. This is a huge challenge to any business including MSMEs who wish to sue over the unavailability of the requisite business infrastructure or software.
The extent of this exclusion could be determined through an upside-down oppositional argument which can be found in Annapurna B. Uppin v. Malsiddappa.30 The Court used a tool of self-employment exception in cases where the individual or sole proprietor is using the tools to earn a living and where such exposure to functional vulnerability did not signify organized corporate activity. This exception is still restricted though since it would not be applied in the case of a corporation purchasing software to streamline the office or make it more efficient; since such a purpose would not be in accordance with scaled commercial efficiency but personal livelihood. All of this leads to the formation of a type of profit nexus test when the acquisition or service taken was directly involved in a revenue generating or business expanding effort, the purchaser is viewed as a commercial one and the complaints cease to exist under the consumer court framework and must instead undergo the more cumbersome court litigation. This jurisprudence is highly paramount in the fact that it introduces enormous coverage gap to small corporations in the sense that they might possess a bargaining power and vulnerability like individual consumers in spite of their official business position.31
These cases restrain the traps like the difficulties in establishing intent by evidence e.g. in the case of Virender Singh v. Darshana Trading Co. (2025),32 Where expansion of machines was considered to be counted as a business opportunity. There is a challenge on entrapment in the value of a transaction or value on identity by the Court so that it is scrutinized on a case-by-case basis. Its rejection of the generalised interpretation will restrain the congestion of consumer forums by B2B arguments, in the event that the counsel of Kalpavruksha Charitable Trust v. Toshniwal Bros.33 is disregarded.
THE EFFECT OF THE DECISION
This decision provides commercial buying exclusions, and this fact has an impact on businesses to reduce congestions of consumer forums to commercial courts. It would encourage precision in B2B contracts which may include arbitration clauses. With MSMEs, demarcation of self-employment becomes much easier, omitting the offense of sincere self-employment and including self-employment seeking profit.34
Greater effects include deterring forum-shopping like in decreasing filings after Harsolia. In the digital market, it influences the software disputes, since it is considered in line with the amendments to CPA 2019 that is concerned with the individual protection. The emerging technology can be enhanced in terms of definition which will assist policymakers create transparency in USD 350 billion e-commerce market in India by 2026. Lastly, it facilitates the ethos of the CPA, which ensures that the actual consumers have equitable access to the opportunities, however, is a contributor to the commercial efficiencies.35
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Footnotes
1. Neha Joshi, Consumer Protection in the Digital Era: Challenges for Software Purchases, 12 INDIAN J.L. & TECH. 45 (2025), https://www.ijlt.in/archive/volume12/IJLT-Volume12.pdf
2. Manoj Misra, Corporate Self-Use of Enterprise Software is a “Commercial Purpose”, CASE MINE (2025), https://www.casemine.com/commentary/in/corporate-self%E2%80%91use-of-enterprise-software-is-a-%E2%80%9Ccommercial-purpose%E2%80%9D:-supreme-court%E2%80%99s-profit%E2%80%91nexus-test-and-the-narrow-scope-of-the-self%E2%80%91employment-exception-%E2%80%94-poly-medicure-ltd.-v.-brillio-technologies-pvt.-ltd.-(2025-insc-1314)
3. Laxmi Eng’g Works v. P.S.G. Indus. Inst., (1995) 3 SCC 583
4. Lilavati Kirtilal Mehta Med. Tr. v. Unique Shanti Devs., (2020) 2 SCC 265
5. (1997) 1 SCC 131
6. (2010) 4 SCC 114
7. Poly Medicure Ltd. v. Brillio Techs. Pvt. Ltd., (2025) INSC 1314 (India), https://lilythomas.net/supreme-court-company-purchasing-software-to-enhance-efficiency-profit-is-not-a-consumer-within-consumer-protection-act
8. Anirudh Burman, E-Commerce and Consumer Protection in India: The Emerging Trend, 3 PMC J. L. & TECH. 123 (2021), https://pmc.ncbi.nlm.nih.gov/articles/PMC8267237/
9. Abhishek Bansal, Dominant Purpose and Nexus with Profit Generation – Not A Consumer!, AMLEGALS (2023), https://amlegals.com/dominant-purpose-and-nexus-with-profit-generation-not-a-consumer
10. (2020) 12 SCC 235
11. (2023) 8 SCC 362
12. (2023) 8 SCC 362
13. Nat’l Ins. Co. Ltd. v. Harsolia Motors, (2023) 8 SCC 362
14. Shrikant G. Mantri v. Punjab Nat’l Bank, (2022) 5 SCC 42
15. Karnataka Power Transmission Corp. v. Ashok Iron Works Pvt. Ltd., (2009) 3 SCC 240
16. (2009) 3 SCC 240
17. Sandeep Sharma, Exploring the Dynamics of the Consumer Protection Act, 2019: An Analysis of Its Impact on Consumer Rights in India, 11 INT’L J. L. 89 (2025), https://www.lawjournals.org/assets/archives/2025/vol11issue1/11025.pdf
18. Cheema Eng’g Servs. v. Rajan Singh, (1997) 1 SCC 131
19. Paramount Digital Colour Lab v. AGFA India (P) Ltd., (2018) 3 SCC 114
20. Synco Indus. v. State Bank of Bikaner & Jaipur, (2002) 2 SCC 1
21. (1994) 4 SCC 225
22. (2000) 3 SCC 242
23. Poly Medicure Ltd. v. Brillio Techs. Pvt. Ltd., (2025) INSC 1314 (India), https://amlegals.com/impact-of-digital-personal-data-protection-act-2023-on-msmes
24. Neeraj Arora, Consumer Protection Law in India: Challenges and Prospects in the Digital Age, 3 ACR J. 45 (2025), https://acr-journal.com/article/consumer-protection-law-in-india-challenges-and-prospects-in-the-digital-age-1544
25. (2004) 3 SCC 694
26. (2010) 4 SCC 114
27. (2003) 9 SCC 79
28. (2022) 5 SCC 785
29. Poly Medicure Ltd. v. Brillio Techs. Pvt. Ltd., (2025) INSC 1314 (India), https://www.linkedin.com/posts/mansi-bajaj-a3b31427_mbassociates-supremecourtofindia-consumerprotectionact-activity-7396060908575186944-OKYy
30. (2023) SCC OnLine SC 1234
31. Virender Singh v. Darshana Trading Co., SLP(C) No. 5510/2020 (India), https://www.mondaq.com/india/dodd-frank-consumer-protection-act/1605154/self-employment-vs-commercial-purpose-a-crucial-distinction-in-consumer-rights
32. ibid
33. (1999) 9 SCC 236
34. Aishwarya S., A Critical Review of Consumer Protection Act, 2019 and Its Applicability to E-Commerce, 5 SHODHKOSH: J. VISUAL & PERFORMING ARTS 2183 (2024), https://www.researchgate.net/publication/394631503_A_CRITICAL_REVIEW_OF_CONSUMER_PROTECTION_ACT_2019_AND_ITS_APPLICABILITY_TO_E-COMMERCE
35. Prateek Bhattacharya et al., Consumer Protection in Electronic Contracts: Safeguarding Rights in the Digital Economy, 4 INT’L J. CONTEMP. RES. MGMT. 112 (2025), https://www.multiarticlesjournal.com/counter/d/4-4-112/IJCRM202544112.pdf