Tax Consultant
1470 Points
Posted on 15 July 2026
ESOP taxation in India has two separate tax events, and both need to be reported in the ITR.
Stage 1 , Perquisite at exercise: When you exercise your stock options (convert options to shares), the difference between the Fair Market Value (FMV) of the shares on the exercise date and the exercise price is taxed as salary income under Section 17(2). This is a perquisite. Your employer deducts TDS on this and reflects it in Form 16 under perquisite income. It goes in Schedule S (Salary) of ITR-2 or ITR-3.
Stage 2 , Capital gains at sale: When you sell the shares received through ESOP, the difference between the sale price and the FMV on exercise date (your cost of acquisition) is capital gains. Holding period is calculated from the exercise date, not grant date. For listed equity shares held more than 12 months: 12.5% LTCG under Section 112A (Rs 1.25 lakh exempt). For less than 12 months: 20% STCG under Section 111A.
ITR form: ITR-2 works for most salaried ESOP holders (salary income + capital gains). ITR-3 only needed if you have business income in addition.
For foreign company ESOPs (MNC employees): you also need Schedule FA (Foreign Assets) to disclose the foreign shares, and Form 67 if TDS was deducted in the foreign country.
This [ESOP taxation guide for AY 2026-27](https://taxgarden.in/blog/esop-stock-options-taxation-india-ay-2026-27) covers both stages with examples and ITR schedule references.