Tax Implications of ESOP Transactions: What You Need to Know

  • Written Written by Shubhika Sundriyal 26 December 2023 | 4 min read
  • Editor's Note :

    Understanding how ESOP taxation works can be an uphill task. Inadequate understanding may hinder your ability to maximize their benefits and optimize profitability. So read on to gain a complete understanding of the tax implications associated with ESOP transactions, ensuring you make informed decisions.


Are you puzzled by the tax implications of ESOP transactions? Don't worry, as we've thoroughly examined the various aspects of ESOP taxation and organized the information for you.

An Employee Stock Option Plan (ESOP) is a widely used equity-based compensation strategy. These plans are extended by companies to their employees as a means to motivate, retain, and reward them over the long term.

However, here's the twist – it's subject to taxation, not just once but twice.

Just when you thought one tax process was challenging enough, there's another layer of complexity added to the mix!

But fear not, as we've simplified it for you in the blog.

So, without further delay, let's dive in.

How Do ESOPs Work?

how do esop work

To understand the taxation nuances surrounding ESOPs, let's begin by diving into the mechanics of ESOPs.

ESOPs grant employees the privilege, though not the obligation, to exercise these options and convert them into shares following a predetermined period known as the exercise period. Typically, these options become exercisable after the completion of the exercise period, allowing employees to do so at a price lower than the fair market value.

Here is the broad framework of how ESOPs work:

1. Designing the ESOP Scheme or Plan

Designing an Employee Stock Ownership Plan (ESOP) involves creating a structured scheme where employees are granted company shares. This plan caters to their interests in the company's success while boosting employee motivation and loyalty. The phase includes determining eligibility criteria, vesting schedules, and communication strategies to ensure a clear and engaging program.

2. Allocation of Stock Options

Allocating stock options in an ESOP involves distributing company shares to eligible employees. This process typically considers factors like job performance and tenure. By granting employees the right to buy company stock at a set price, it encourages them to contribute to the company's success while offering a sense of ownership and alignment with corporate goals.

3. Vesting of Options

Vesting in ESOPs marks the gradual ownership accrual for employees. Over a predetermined period, participants earn the right to exercise their stock options. This incentivizes long-term commitment, ensuring that employees stay engaged in the company’s growth, as their ownership stake matures over time.

4. Exercise of Options

The exercise of ESOP options is the key moment when employees convert their granted stock options into actual shares. This process allows them to become the company's shareholders, sharing in the financial success they've contributed to. It transforms commitment into tangible ownership, creating a fulfilling relationship between employees and the company's prosperity.

5. Liquidity Events

Liquidity events in ESOPs trigger the conversion of employee-owned shares into cash. Typically occurring during events like mergers or acquisitions, this provides employees with the opportunity to realize the value of their vested shares, offering a reward for their dedication and contributing to the success of the company.

6. Employee Participation & Communication

Keeping employees informed about the plan, its benefits, and their role in it fosters engagement. Regular communication builds a sense of ownership, aligning everyone with the company's growth and creating a collaborative and motivated work environment.

7. Regulatory Compliance

Ensuring regulatory compliance in ESOPs involves adhering to government regulations, tax laws, and reporting requirements. By staying compliant, companies maintain the integrity of their employee stock ownership plans, promoting trust and confidence among participants.

8. Administration & Record-Keeping

Effective administration and meticulous record-keeping are the backbone of ESOPs. This process involves managing stock transactions, maintaining participant records via the Cap table, and ensuring accurate financial reporting. A well-organized administration ensures transparency, accountability, and the overall success of the employee stock ownership plan.

So that’s how the entire ESOP framework works.

Tip: You can leverage a robust ESOP and Captable management software to simplify ESOP monitoring, efficient communication, and transparency. It highlights everything related to your ESOPs - right from your Balance Pool to Vested-Unvested Options and Lapsed to Exercisable ones.

ESOP monitoring Dashboard Vega Equity

Now, let’s get to the meat of the matter.

How Is ESOP Tax Calculated?

how esop tax calculated

Understanding income tax can be quite challenging, as famously expressed by Albert Einstein. However, rest assured that we have simplified and clarified everything for you, so there's no need to worry.

Let's begin with the fundamental concept that the taxation of Employee Stock Option Plans (ESOPs) involves a dual assessment. Initially, it is considered as part of the salary income, and subsequently, it is treated as a capital gain. This twofold taxation occurs upon exercising the option after the vesting period and later, when deciding to sell the acquired shares.

To delve into the first scenario, the taxation on income is contingent on the individual's income level, with the employer deducting Tax Deducted at Source (TDS). The value derived from exercising ESOPs is termed the Perquisite value. In simpler terms, the Perquisite income is calculated as the difference between the FMV as on date of the exercise and the Exercise Price.

Moreover, determining the market value of the shares involves two methods based on the company's trading status. For unlisted companies, the valuation is established by the merchant banker. On the other hand, for publicly traded companies or listed companies, the market value is ascertained through the opening and closing values on the recognized stock exchange.

Transitioning to the second scenario, taxation is applied to the capital gain incurred when the employee sells the acquired stocks. The Capital Gain is computed as the share sales price minus the market value of shares when exercising.

The Capital Gains Tax on ESOPs varies, depending on factors such as the duration for which the ESOP shares are held, whether they are traded on a stock exchange, and the residence of the individual who owns the shares.

Now, let’s take up a practical scenario to better understand the tax implications for the employee.

A Practical Scenario of ESOP Taxation


Rahul is an employee of XYZ Ltd., a company based in India. As part of his compensation package, Rahul has been granted ESOPs.


Rahul is granted 1,000 stock options at an exercise price of Rs. 100 per share.

The current market price of the company's stock at the time of exercise is Rs. 150 per share. Rahul decides to exercise his options after the vesting period.

Tax Implications:

1. Tax at the time of Exercise

The difference between the market price at the time of exercise and the exercise price is considered as a perquisite.

In this case: Rs. 150 (market price) - Rs. 100 (exercise price) = Rs. 50 per share.

Perquisite value for 1,000 shares = Rs. 50 * 1,000 = Rs. 50,000.

Here, Rahul must pay tax on this perquisite value as per his income tax slab. This amount will be added to his salary income for the financial year.

2. Tax at the time of Sale:

When Rahul sells the shares, he will incur capital gains tax.

The capital gain is calculated as the selling price minus the market price at the time of exercise.

Let's assume Rahul sells the shares at Rs. 160 per share.

Capital gain per share = Rs. 160 (selling price) - Rs. 150 (market price at exercise) = Rs. 10 per tax implication for the employee share.

Capital gain for 1,000 shares = Rs. 10 * 1,000 = Rs. 10,000.

Here, Rahul needs to pay tax on this capital gain. If he holds the shares for more than 12 months, it will be considered a long-term capital gain, and he may be eligible for a lower tax rate.

It's important for employees to be aware of these tax implications and plan accordingly. Additionally, tax laws may change, so it's advisable to consult with a tax professional for the most up-to-date and accurate information.

Final Thoughts

By this point, you likely have a decent understanding of questions such as "How is ESOP tax calculated?" and "What are the tax implications of ESOP transactions?"

Getting a good grasp of the ESOP taxation scheme may seem like a tax code written in an alien language! But we hope this blog broke down the dual taxation journey for you and will help you make informed financial decisions.

Stay tax-savvy!

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