Stock Appreciation Rights in India

Introduction In India’s dynamic startup ecosystem, many companies are exploring innovative employee incentives like Stock Appreciation Rights (SARs). This article explains SARs, their benefits, and operational mechanisms, and compares them with traditional Employee Stock Ownership Plans (ESOPs).

What Are Stock Appreciation Rights?

Stock Appreciation Rights (SARs) offer employees the chance to benefit from the increase in a company’s stock value without actually holding the shares. Essentially, SARs allow employees to receive a payout based on the appreciation of the company’s stock, which can be settled in cash, shares, or a combination of both.

Benefits of SARs

SARs align employee incentives with company performance, boosting profitability without the dilution of shareholder stakes. They are particularly advantageous because they don’t require employees to purchase the stock or find a buyer for their options. This makes SARs an attractive alternative to direct equity options like ESOPs.

How Do SARs Work? 

SARs function similarly to stock options but without actual stock transfer:

  1. Grant: SARs are granted to employees based on specific criteria.
  2. Vest: Over time, these rights vest according to pre-determined rules.
  3. Exercise: Employees can exercise their vested SARs to receive the benefit, which is the difference between the stock’s current value and its value at the time of the SAR grant.

SARs vs. ESOPs 

While both tools aim to motivate employees, they have distinct differences:

  • Ownership: ESOPs involve actual share ownership, whereas SARs provide a financial benefit without transferring shares.
  • Risk: ESOPs expose employees to the ups and downs of stock ownership, while SARs offer a gain without the financial risk of owning stock.
  • Impact on Shareholders: ESOPs can dilute shareholder equity, but SARs, especially when cash-settled, do not.
  • Administrative Complexity: SARs are generally simpler to manage compared to ESOPs due to fewer regulatory requirements.

SARs under the Companies Act, 2013 

The Companies Act, 2013 does not specifically mention SARs, unlike provisions detailed for ESOPs. This absence of specific guidelines means that the issuance and management of SARs can be more flexible in unlisted companies. Typically, the value of SARs is treated as a form of bonus to the employees, which does not require share issuance or equity dilution. Companies need to ensure that any financial benefit from SARs is accounted for as employee compensation in their financial statements and taxed accordingly.

SARs in Listed vs. Unlisted Companies

  • Listed Companies: Need to adhere to SEBI (SBEB) Regulations which provide a structured framework for SARs, including requirements for shareholder approval and disclosures.
  • Unlisted Companies: Enjoy more flexibility in structuring and issuing SARs due to less stringent regulatory oversight, though good governance practices are recommended to maintain transparency and fairness.


SARs provide an effective mechanism for private limited companies to reward employees. They offer benefits based on company performance, which helps align employee interests with those of the company and its shareholders. SARs are particularly useful in situations where companies want to avoid equity dilution but still incentivize their employees through financial gains linked to the company’s success.

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