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Secondary Share Sale Calculator: Proceeds, Discount & Tax (India)

Selling some shares in a secondary? Enter the number of shares, sale price, cost and holding period to see gross proceeds, the discount to the last primary round, an estimate of capital gains tax and what you keep.

QUICK ANSWERFor a resident individual, gains on unlisted Indian shares held for more than 24 months are long-term and taxed at 12.5% without indexation (for transfers on or after 23 July 2024), with ₹1.25 lakh of LTCG exempt each year across eligible assets; shorter holdings are taxed at slab rates. Secondaries often trade at a 10–40% discount to the last round price.

Proceeds = Shares × Sale price
Gain = (Sale price − Cost) × Shares
Tax ≈ Gain × rate × 1.04 cess

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⚠️ Tax estimate only; confirm with your CA.

What the Secondary Share Sale Calculator does

✅ Gross and net proceeds
✅ LTCG vs STCG by holding period
✅ Discount or premium to last round
✅ Stake you keep after the sale
✅ ESOP cost basis note

How to use the Secondary Share Sale Calculator

STEP 1
Enter your numbers
Type the figures you know. Every field starts with a realistic example so you can see how it works.
STEP 2
Read the result instantly
Results, tables and the plain-English explanation update as you type. No submit button, no login.
STEP 3
Test scenarios
Change one assumption at a time (valuation, growth, dilution, exit) to see what really moves the outcome.
STEP 4
Share or save
Copy the summary, send it on WhatsApp or print to PDF for your co-founders, board or investment committee.

Founder and employee secondaries in India

Secondary sales let founders, employees and early angels take some money off the table without the company issuing new shares. Buyers are usually new or existing investors who want more ownership. Because they buy common shares without the preferences of the latest round, they ask for a discount.

For ESOP shares, the cost for capital gains is the fair market value on the exercise date (that value was already taxed as a perquisite). Sales to non-residents must respect FEMA pricing rules, and most SHAs give investors a right of first refusal and co-sale rights.

Worked example

Selling 5,000 shares at ₹4,000 with a ₹10 cost, held 40 months: proceeds ₹2 Cr, gain about ₹2 Cr, estimated LTCG tax about ₹25.8 L, net about ₹1.74 Cr. The price is a 20% discount to a ₹5,000 last round.

Frequently asked questions

How are unlisted shares taxed in India?

After 23 July 2024, long-term gains (holding over 24 months) on unlisted shares are taxed at 12.5% without indexation; short-term gains are added to income and taxed at slab rates. Surcharge and cess apply.

Why do secondaries sell at a discount?

Secondary buyers usually get common shares without liquidation preference or other investor rights, the shares are illiquid, and the seller is often motivated.

Do founders need investor approval to sell?

Usually yes. Most Indian SHAs include right of first refusal, co-sale (tag-along) rights and founder lock-ins that require investor consent.

Is this tool free? Do I need to sign up?

Yes. It is completely free, needs no login and has no usage limit. FastFee builds payment collection software; these startup and investor tools are free resources for founders, angels and fund managers.

Is my data private?

Yes. Everything you type stays in your own browser on this device (local storage). Nothing is uploaded to FastFee. Export or print a copy if you need to keep it.

Use it together with

Cap Table Calculator →Founders, investors and ESOP ownership breakdown with value per holder and risk flags.Investor Return Calculator →Entry valuation, dilution and exit value to proceeds, MOIC and IRR.

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