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

Reviewing financial statements, contracts, litigations, and regulatory compliances.

Identifying tax exposures under Income Tax Act, GST, and Stamp Duty laws

Performing fair value assessments using globally accepted valuation methods (DCF, EV/EBITDA, etc.).

Due Diligence and Valuation Support

We conduct comprehensive financial, tax, and legal due diligence to identify hidden risks, contingencies, and synergies.

Transaction Implementation and Regulatory Compliance

Our team ensures end-to-end execution support throughout the merger or acquisition process.

Drafting Scheme of Amalgamation/Demerger and obtaining NCLT approval.

Coordinating filings with MCA, SEBI, RBI, and CCI.

Supporting compliance under FEMA, ODI, FDI, and Non-Debt Instrument Rules.

Managing accounting, reporting, and tax documentation post-transaction.

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.