Our Services

Reduing Tax Cost of Merger & Aquisition

A specialised M&A tax advisory service focused on structuring transactions to minimise tax leakage, reduce capital gains and indirect tax exposure, and maximise deal value—while ensuring full regulatory compliance.

Structuring Mergers & Acquisitions to Minimise Tax Leakage and Maximise Deal Value

In mergers and acquisitions, a significant portion of deal value is often lost due to inefficient tax structuring, avoidable capital gains exposure, stamp duty leakages, indirect tax costs, and post-merger tax inefficiencies. Many transactions that appear commercially sound become tax-inefficient after execution.

At PGAS & Associates, our specialised service—Reducing Tax Cost of M&A—is designed to identify, manage, and lawfully minimise the total tax cost of M&A transactions, while ensuring full compliance with Indian and cross-border regulatory frameworks.

We work closely with promoters, investors, boards, and legal advisors to ensure that tax considerations are embedded into transaction design from day one.

Tax-Driven M&A Structuring Advisory

Designing the Deal Right—Before It Is Signed

Our advisory begins at the transaction conceptualisation stage, where tax decisions have the highest impact.

We assist in:

  • Evaluating mergers, demergers, slump sales, share acquisitions, asset transfers, and joint ventures
  • Comparing alternative structures to determine lowest overall tax incidence
  • Aligning commercial objectives with Income-tax Act, GST, Stamp Duty, Companies Act, and FEMA requirements

Our approach ensures that tax efficiency does not compromise regulatory defensibility.

Capital Gains & Transaction Tax Optimisation

We focus on reducing or deferring capital gains and transaction-level taxes, wherever legally permissible.

Our services include:

  • Capital gains optimisation for promoters and shareholders
  • Structuring tax-neutral mergers and demergers under applicable provisions
  • Slump sale vs share sale tax impact analysis
  • Planning to mitigate MAT exposure and deferred tax consequences
  • Advisory on stamp duty and indirect tax implications on business transfers

Due Diligence and Valuation Support

Identifying Risks That Erode Deal Value

We conduct transaction-oriented tax due diligence aimed at protecting buyers and sellers from post-deal tax surprises.

This includes:

  • Review of direct and indirect tax compliances and assessments
  • Identification of contingent liabilities and historical tax exposures
  • Analysis of withholding tax, transfer pricing, and litigation risks
  • Structuring recommendations to ring-fence or mitigate identified risks

Our due diligence outputs directly support pricing negotiations, indemnity clauses, and deal documentation.

Valuation Support for Tax Defensibility

Valuation is a critical factor in minimising future tax disputes.

We provide:

  • Fair value assessments aligned with Income-tax Rules, FEMA pricing guidelines, and Ind AS
  • Valuation support using DCF, market multiples, and transaction benchmarks
  • Structuring valuations to withstand scrutiny from tax authorities, RBI, SEBI, and appellate forums

Our valuation inputs help ensure that transaction pricing does not trigger avoidable tax challenges.

Cross-Border M&A & International Tax Efficiency

Cross-border transactions involve complex tax and regulatory interplay.

We advise on:

  • Inbound and outbound transaction structuring to minimise withholding tax and capital gains exposure
  • FEMA-compliant valuation and pricing under ODI, FDI, and Non-Debt Instrument Rules
  • Treaty analysis, PE exposure assessment, and profit repatriation planning
  • Post-merger overseas investment structuring and compliance

Our solutions are designed to be tax-efficient, RBI-compliant, and commercially practical.

Transaction Execution & Regulatory Compliance

Tax planning is effective only if implemented correctly.

We support clients through:

  • Drafting tax-optimised Schemes of Amalgamation and Demerger
  • Coordinating approvals with NCLT, MCA, SEBI, RBI, and CCI
  • Ensuring compliance under Companies Act, FEMA, Income-tax Act, and Ind AS
  • Managing post-transaction tax filings, accounting adjustments, and disclosures

Post-Merger Tax Optimisation & Integration

We continue to support clients after deal closure by:

  • Aligning post-merger tax positions and group structures
  • Eliminating inefficiencies arising from legacy entity structures
  • Optimising operational synergies without triggering additional tax costs
  • Strengthening internal tax controls and reporting mechanisms

Tax Dispute & Litigation Support in M&A Matters

Where transactions come under scrutiny, we provide robust support including:

  • Representation before tax authorities, DRP, ITAT, NCLT, and High Courts
  • Assistance in disputes involving capital gains, valuation, slump sales, and transfer pricing
  • Support for MAP and APA proceedings in cross-border matters

Ongoing Strategic Advisory

We act as long-term advisors to help clients:

  • Plan future restructurings and capital infusions efficiently
  • Design tax-efficient exit strategies for promoters and investors
  • Ensure that M&A transactions continue to deliver value over time

Due Diligence and Valuation Support

We conduct transaction-oriented tax due diligence aimed at protecting buyers and sellers from post-deal tax surprises.
This includes:
Our due diligence outputs directly support pricing negotiations, indemnity clauses, and deal documentation.
Valuation is a critical factor in minimising future tax disputes.
We provide:
Our valuation inputs help ensure that transaction pricing does not trigger avoidable tax challenges.
Cross-border transactions involve complex tax and regulatory interplay.
We advise on:
Our solutions are designed to be tax-efficient, RBI-compliant, and commercially practical.
Tax planning is effective only if implemented correctly. We support clients through:
We continue to support clients after deal closure by:
Where transactions come under scrutiny, we provide robust support including:
We act as long-term advisors to help clients:

Reducing Tax Cost. Protecting Value. Delivering Compliant Transactions.

At PGAS & Associates, we believe the true success of an M&A transaction lies not just in closing the deal—but in how efficiently it is structured and sustained from a tax perspective.

Contact us today to discuss how our Reducing Tax Cost of M&A service can help you execute transactions that are tax-efficient, compliant, and value-accretive.