Your RSUs are taxed twice – at two different points, on two different amounts. At vesting, the full market value is salary (a perquisite that can push you into surcharge), converted at a specific SBI rate most people get wrong. At sale, only the movement SINCE vest is capital gains – 12.5 percent if you held the foreign shares over 24 months, slab rate if not, matched lot-by-lot on FIFO. Then comes the part that generates the most tax notices in India today: Schedule FA disclosure of every foreign holding. This calculator follows every lot from vest to sale to disclosure – the only India tool that does. Startup ESOPs with the 80-IAC tax deferral have their own tab.
Step 1 – Vest lots (add every vest; older holdings too, for correct FIFO)
Per lot: vest date, shares, FMV per share in the FOREIGN currency (vest-day market price from your broker statement), price paid per share (0 for RSUs; your discounted price for ESPP), and the SBI TT BUYING rate – the tool tells you exactly WHICH date’s rate the law wants (Rule 115: last day of the month BEFORE the vest month – using the vest-day rate is the classic error). Include earlier-year lots you still hold: their perquisite is not re-taxed, but FIFO needs them.
| Vest date | Shares | FMV/share (FX) | Paid/share (FX) | TT buying rate |
Enter EVERY disposal – including the shares the broker sold on vest day to cover withholding. The tool matches sales to lots on FIFO (oldest first), as CBDT Circular 768 requires. Rate hint = last day of the month before the SALE month.
| Sale date | Shares | Price/share (FX) | TT buying rate |
Computation – Old vs New Regime
Capital gains – FIFO lot matching
Schedule FA (Table A3) working values per lot
| Lot | Initial value | Peak value | Closing value |
RSU and ESOP Taxation – Frequently Asked Questions
Are RSUs taxed twice in India?
No – and yes, in a way people misunderstand. The vest value is taxed once as salary. When you sell, section 49(2AA) makes that already-taxed value your COST, so capital gains tax applies only to the movement after vesting. Two taxes, two different slices – never the same rupee twice. (Startup ESOPs can suffer a genuine timing squeeze though: perquisite tax at exercise, liquidity only at exit.)
Which exchange rate do I use for a vest?
The SBI telegraphic transfer BUYING rate on the LAST day of the month immediately BEFORE the vest month (Rule 115) – vest on 15 June means the 31 May rate. Using the vest-day rate is the single most common RSU filing error. Your employer’s Form 16 may use the vest-day rate for TDS (Rule 26 allows it) – adopt the Form 16 figure for salary and apply the correct rule to what you compute yourself.
My broker statement shows the full vest value. Do I report it again?
No. That value is already inside your Form 16 Part B (perquisites u/s 17(2), via Form 12BA). Reporting it again is double taxation of yourself. Reconcile: broker gross vest value = Form 12BA row 17 (approximately – exchange-rate dates differ slightly), and per-lot vest FMV = your cost basis for the sale leg.
How does sell-to-cover work and is the covered sale taxable?
Your broker sells a portion of vested shares (usually about 30 percent) and remits the proceeds so your employer can deposit TDS. That sale is a real disposal: the tiny difference between vest FMV and same-day sale price is a reportable short-term gain or loss – usually a few hundred rupees, but reporting it keeps AIS reconciliation clean. Caution: if you hold OLDER vested lots in the same account, FIFO legally matches the covered sale to the oldest lot – possibly a meaningful long-term gain rather than a rounding-error loss.
How are my US shares taxed when I sell?
Foreign-listed shares are treated like unlisted assets: held over 24 months = long-term, taxed at 12.5 percent without indexation (for transfers from 23 July 2024); 24 months or less = short-term at your slab. The gain is computed in dollars (sale price minus vest FMV) and converted at the SBI TT buying rate of the month-end before the sale month. Residents can set unused basic exemption against the LTCG.
How is ESPP taxed?
Twice-stage like RSUs: the discount (market price on purchase date minus what you paid) is a salary perquisite at purchase – with a 15 percent lookback plan the taxable spread can exceed 15 percent. On sale, gains above the purchase-date FMV are capital gains with the same 24-month test. US qualified/disqualified treatment is irrelevant for India.
What is the startup ESOP tax deferral?
Employees of IMB-certified eligible startups (section 80-IAC) do not pay perquisite tax at exercise. It falls due within 14 days of the EARLIEST of: about five years from the allotment year (48 months from the end of the assessment year), selling the shares, or LEAVING the company – at the allotment-year rates. The exit trigger is the trap: resign and the full deferred tax is due even if the shares cannot be sold. Note: only ~3,700 of 1.9 lakh DPIIT startups hold IMB certification – DPIIT recognition alone does not qualify.
Do I need to disclose my RSUs in Schedule FA?
Vested shares (and ESPP shares, and your foreign brokerage cash account) – YES, every year you are ordinarily resident, whether or not you sold anything. The schedule runs on the CALENDAR year and needs initial, peak and closing values per holding. Unvested RSUs: the dominant view is no (you own nothing until vest), though some advisers disclose conservatively. Non-disclosure penalty: Rs 10 lakh per year under the Black Money Act (relief only where aggregate non-immovable foreign assets stay within Rs 20 lakh).
What are the CBDT NUDGE notices about?
Since November 2024 the department has been writing to taxpayers whose foreign holdings (reported automatically by the US and 100+ countries under FATCA/CRS) do not appear in Schedule FA – 24,678 taxpayers revised returns disclosing Rs 29,208 crore in round one; a second campaign followed in November 2025. If you hold RSUs, your broker already reports you – disclose before the SMS arrives, and correct past years where needed.
The US withheld tax on my dividends. Can I get it back in India?
US withholding (25 percent treaty rate with W-8BEN) is creditable against your Indian tax on that dividend under Rule 128 – compute it in our Foreign Tax Credit calculator and file Form 67 before your ITR. The dividend itself is taxed at your slab in India.
I changed jobs during the year and have RSUs from both employers.
Unvested RSUs forfeited at exit are never taxed. Vested ones from each employer sit in each Form 16 – and two Form 16s create their own trap (double standard deduction, double 87A). Consolidate them first in our Multiple Form 16 calculator, then bring the combined salary here as “salary excluding perquisite”.
Is there US estate tax on my US shares?
Potentially – US-situs assets (including shares of US companies) above USD 60,000 expose non-US-domiciled holders to US estate tax of up to 40 percent on death, and India has no estate-tax treaty with the US. Not an income-tax issue, but worth planning once holdings grow (joint accounts, insurance, or holding structures).
Which ITR form and what deadlines apply?
ITR-2 for salary + capital gains + foreign assets (ITR-3 if you also have business income). For AY 2026-27: 31 July 2026 (ITR-2) / 31 August 2026 (ITR-3 non-audit). File Form 67 before the return if claiming foreign tax credit; Schedule FA covers calendar year 2025.
Does the new Income-tax Act 2025 change RSU taxation from FY 2026-27?
No substantive change – sections renumber (17(2)(vi) becomes 17(1)(d), the valuation rule becomes Rule 15 of the 2026 Rules, Form 12BA becomes Form 123) and the startup-deferral deadline is re-expressed as 60 months from the tax-year end, which is the SAME date as before, not an extension. One thing that does NOT change: the foreign-currency computation benefit in s.72(6) is for NON-RESIDENTS on Indian shares only – residents selling US stock get no forex relief in either Act.
My employer used a different FMV than the market price. Which is correct?
For foreign-listed shares the rules technically require a SEBI Category-I merchant-banker valuation (the “specified date” can be up to 180 days before exercise). Employers of US-parent plans typically adopt the market/plan price and back it with periodic certificates. Use your employer’s Form 12BA figure – it is both your perquisite and, under section 49(2AA), your cost basis.
