How Does Esops Work in India

How Does ESOPs Work in India


In the ever-evolving landscape of employee benefits and incentives, Employee Stock Options (ESOPs) have emerged as a valuable tool that aligns the interests of employees with those of the company. ESOPs offer employees the opportunity to own a stake in the company they work for, fostering a sense of ownership and commitment. This article delves into the intricate workings of ESOPs in India, shedding light on their mechanisms, benefits, taxation, and regulatory framework.

Understanding ESOPs: The Basics

Employee Stock Options (ESOPs) are a form of employee compensation that provides employees with the right to purchase a certain number of company shares at a predetermined price, known as the exercise price or strike price. The objective is to create a sense of ownership, enhance employee motivation, and retain talented individuals within the organization.

Mechanisms of ESOPs

Granting of Options

Companies typically grant ESOPs to their employees based on certain criteria like performance, seniority, or role. These options come with a vesting period during which the employee needs to fulfill specific conditions, such as staying with the company for a certain number of years.

Vesting Period

The vesting period is crucial in ESOPs. It ensures that employees have a continued stake in the company and motivates them to stay for the long term. During this period, the employee cannot exercise their options.

Exercise Period

After the vesting period, employees can exercise their options by purchasing the company shares at the predetermined strike price. This allows them to become shareholders.

Sale of Shares

Employees can choose to hold onto their shares or sell them in the open market. If the company goes public, employees can also benefit from any increase in share value.

Benefits of ESOPs

Ownership and Motivation

ESOPs give employees a direct stake in the company’s success. This sense of ownership often leads to increased motivation, loyalty, and dedication to achieving the company’s goals.

Retaining Top Talent

ESOPs are an attractive tool for retaining skilled employees. As their financial interests become aligned with the company’s performance, employees are more likely to stay for the long haul.

Performance Alignment

ESOPs tie employee rewards to company performance, fostering a culture of accountability and alignment towards common objectives.

Tax Benefits

ESOPs can offer tax advantages for both employees and employers, making them an appealing compensation option.

Taxation of ESOPs

In India, ESOPs are subject to taxation at different stages:

When Options are Exercised

The difference between the market price of the share on the date of exercise and the exercise price is treated as a perquisite and is taxable as a part of the employee’s salary. Subject to income tax is the applicable treatment for this amount.

When Shares are Sold

If an employee sells the shares received through ESOPs after holding them for more than 24 months, the gains are classified as long-term capital gains (LTCG), and they are taxed at a lower rate with the benefit of indexation.

When Shares are Sold Within 24 Months

In the scenario where shares are sold within a span of 24 months following the exercise date, any profits generated are categorized as short-term capital gains (STCG),This is liable for taxation at the prevailing income tax slab rate applicable to the individual.

Regulatory Framework for ESOPs in India

ESOPs in India are governed by the Securities and Exchange Board of India (SEBI), the Companies Act, 2013, and various guidelines issued by the Reserve Bank of India (RBI). The regulatory framework ensures transparency, fairness, and protection of employee interests. Companies are required to disclose the details of their ESOP plans in their annual reports.

Challenges and Considerations

Valuation of Shares

Determining the fair value of shares for the purpose of setting the exercise price can be complex, especially for startups or unlisted companies.


As employees exercise their options and become shareholders, the ownership structure of the company changes, potentially leading to dilution of ownership for existing shareholders.


Employees may face challenges in selling their shares, especially if the company is not listed on the stock exchange.

Tax Complexity

Tax implications can be intricate, and employees need to be aware of the tax treatment at various stages of ESOP ownership.

Employee Stock Options (ESOPs) have become a vital component of employee compensation and retention strategies in India. They provide a unique opportunity for employees to become shareholders and participate in the growth and success of the company. However, the intricate mechanisms, taxation, and regulatory aspects demand careful consideration by both companies and employees. ESOPs can be a win-win arrangement, fostering a symbiotic relationship between an organization and its workforce, ultimately contributing to long-term growth and prosperity.

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