Decoding ESOP Buyback: Your Guide to Maximizing Returns

  • Written Written by Ali Nasir Kidwai 19 December 2023 | 4 min read
  • Editor's Note :

    Uncover the potential gains and insights into the world of ESOP buyback programs, offering a valuable resource for businesses seeking to optimize their employee ownership strategies for mutual prosperity. Whether you're an entrepreneur contemplating the next steps or an employee seeking a deeper understanding, we invite you to immerse yourself in this exploration. Dive in!


In 2018, Flipkart established a precedent by initiating a 100% Employee Stock Ownership Plan (ESOP) buyback, catalyzing a trend that has since gained considerable momentum and continues to evolve.

The landscape of Indian startups has undergone a profound transformation, evident in the statistics: about 40 startups collectively announced ESOP buybacks totaling approximately $440 million in 2021.

Pioneering companies like FirstCry, PharmEasy, and Cred are actively embracing employee liquidation for diverse motivations, contributing to a sustained and unabated surge in this direction.

Let's navigate through this blog to understand how these ESOP Buyback programs work and what firms can stand to gain from them. Dive in!

ESOP Buyback programs

Source: inc42

Explaining - ESOP Buyback

ESOP buybacks involve repurchasing employee stock options previously granted as part of an Employee Stock Ownership Plan. This process usually occurs when employees exercise their stock options by purchasing company shares at a predetermined price. The company then buys back these shares from the employees for various reasons, such as managing ownership changes, adjusting company valuation, or using it as an incentive to retain or reward employees.

Factors That Trigger ESOP Buybacks

ESOP buybacks serve various purposes. In cases where an organization's shares aren't listed, buybacks offer employees an exit strategy. Additionally, some companies see the potential for higher valuation upon listing and use ESOP buybacks as a means to maximize returns on their shares.

trigger esop buybacks

Source: dqindia

The expanding ESOP presence in companies experiencing increased revenues and valuation could potentially introduce investors to businesses with unavailable shares. Companies often repurchase their shares from the public to elevate stock prices and bolster investor confidence. Moreover, publicly traded stocks serve as a defense against hostile takeover attempts. Employees utilize these shares to assert ownership, safeguarding the company's control from undeserving parties.

Even so, it's uncommon for listed companies to engage in ESOP buybacks, a practice primarily observed among startups and companies listed overseas. The primary motive behind companies repurchasing their ESOPs is to offer liquidity to their employees. Additionally, they aim to manage and control dilution within the company, which stands as another significant rationale.

Further, here is a list of Indian startups that opted for ESOP Buybacks.

opted for esop buybacks

How does ESOP Buybacks Work?

ESOPs, or employee stock options, are granted to employees in addition to their salaries either upon hiring or during performance evaluations. Startups commonly offer ESOPs to all employees, whereas companies in later growth stages often utilize them as incentives for higher-level employees to mitigate turnover rates.

Ideally, ESOPs are only liquidated in 'exit' events, such as listing the company in Initial Public Offerings (IPOs) or selling the company. ESOP buybacks replicate exit scenarios, providing employees a chance to generate wealth. Yet, these buyback programs involve various terms and conditions, including:

Employee Stock Ownership Plan buybacks

Some Crucial Benefits of ESOP Buybacks

ESOP buybacks, or Employee Stock Ownership Plan buybacks, can offer several advantages for companies and their employees. Here are some key benefits:

stock ownership plan

Source: economictimes

Retaining Key Talent: ESOPs are used to retain and motivate employees. A buyback allows employees to cash in their vested shares, allowing them to realize the value they've accrued. This can be particularly enticing for key employees seeking opportunities elsewhere.

Reducing Dilution: When a company issues new shares to fund its ESOP, it can dilute existing shareholders' ownership. Buybacks help mitigate this dilution by repurchasing shares from employees who choose to sell, thus keeping the ownership structure more stable.

Improving Financial Metrics: A buyback can positively impact financial metrics like- return on equity (ROE) and earnings per share (EPS). By decreasing the number of outstanding shares, earnings get distributed among fewer shares, potentially increasing EPS. This can enhance the company's appeal to investors.

Enhancing Employee Loyalty and Morale: When employees see that the company is willing to repurchase their shares at fair market value, it can foster loyalty and a sense of appreciation. This leads to improved morale and increased dedication to the company's success.

Strategic Use of Capital: ESOP buybacks can be a strategic capital allocation. Instead of paying dividends, a company can reinvest in its shares, signaling confidence in its future and utilizing capital effectively.

Tax Benefits: In some cases, ESOP buybacks have tax advantages. The tax treatment can differ based on the structure of the ESOP and local tax regulations. Consultation with tax experts is crucial to understand the specific implications.

However, it's important to note that ESOP buybacks need to be carefully planned and executed. They should align with the company's financial strategy and not strain its cash reserves or hinder its growth prospects. Additionally, regulatory compliance and fairness in offering buyback opportunities to employees are essential aspects to consider.

Therefore, Vega Equity can be a valuable tool for ESOP buybacks in managing talent, optimizing capital structure, and improving financial metrics, but they require a balanced approach that considers both the company's and employees' interests.

Final Thoughts

As we look ahead, the role of ESOP buybacks remains integral in shaping a company's trajectory. As companies strive to navigate these complex dynamics with their forward-thinking solutions, Vega Equity stands ready to empower businesses to maximize the potential of their ESOP buyback programs. Companies can efficiently manage ESOPs through Vega Equity and bolster employee engagement and satisfaction. Book a demo today!

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