Capital gain tax is liable on difference between cost price and selling price. So, cost price will be FMV on the vesting date. eg You got the ESOP shares at 100, on vesting date FMV was 500. You sold at 700 2 months later. So, capital gain would be 700-500 into number of shares. FBT would be 30% of 500 -100. After deduction of FBT, 500 becomes your cost price. Else, it will be double taxation.