I have an underconstruction property which is going on. can I sell my esops and use that amount for this to get exemption from capital gains??

Ans: Please ensure that ESOPs are held for more than 12 months. If same is the case then you may be able to utilize the proceeds against the house purchased.

Kindly consult your CA before moving ahead.

Ans: 01. You can offset your LTCG tax liability by investing the proceeds in Residential house property.
Exemption u/s 54-F is available only, if you construct a residential house, with in specified time (3 Years). Alternatively, you can also purchase a constructed house, 1 year before or 2 year after earning LTCG.
Most welcome for any further clarification. Thanks.

Ans: You are correct. You cannot claim exemption u/s 54 in this case.
Most welcome for any further clarifications. Thanks.

Ans: Yes. You may sell your shares (esops) now & take advantage of Exemption u/s 54-F, subject to the condition that Construction should be completed with in specified period, from the date of sale of Shares. Sale proceeds from this sale may be used to complete the construction of your new residential house/flat.
Most Welcome for further clarifications, if any. Thanks.

Ans: You invested Rs.?65?lakh in an under-construction flat (purchased Nov 2024, possession in Dec 2027). You’ve paid 50% and executed the sale deed. You sold a commercial property in June 2025 for Rs.?1.15?crore. You wish to know if gains from that sale can be used tax-efficiently by applying them toward your current flat purchase. Let’s explore carefully from all angles.

? What Is Your Capital Gain Status?

– You sold the commercial property in June 2025.
– That counts as a long-term capital asset.
– Indexation benefit applies if held for over 24 months.
– If bought more than 2 years earlier, it’s a long-term gain.

You can compute your taxable gain using indexed cost. This will reduce your tax liability significantly.

? Key Tax Rule: Exemption Using Reinvestment

– Section 54F allows exemption if you reinvest sale proceeds into a residential property.
– The new property must be purchased or under construction.
– You must invest within specified periods.

The flat you purchased in Nov 2024 is under-construction, so it may qualify. But detail matters.

? Conditions Under Section 54F

– You must invest the net sale proceeds fully into a residential property.
– You bought the new flat before or within 2 years of sale.
– You must complete construction within 3 years of sale.
– Unsurpassed funds become taxable.
– You must not hold more than one residential property at sale time.

Check off each:

You haven’t completed construction yet.

Purchase occurred before sale or within 2 years.

You must complete by June 2028 (i.e., within 3 years).

So far, you meet timelines.

? How Much Can You Exempt?

– Exemption is proportional to amount reinvested vs proceeds.
– If full proceeds are used, full gain is exempt.
– If only part is used, exemption is partial.

Your sale fetched Rs.?1.15?crore. You invested Rs.?65?lakh so far.
Thus Rs.?50?lakh remains to be invested by Dec 2027 or by sale of new flat (within 3 years).
Exemption equal to Rs.?65?lakh / Rs.?1.15?crore portion.
Balance gain above that proportion becomes taxable.

? Timeline You Should Meet

Sale date: June 2025 → 3-year window ends June 2028.
So you must complete construction and register possession transaction by June 2028.

Ensure builder’s possession date of Dec 2027 gives enough latitude.

? Using Capital Gain Account Scheme

– If you can’t invest full proceeds before filing ITR, you can deposit balance in Capital Gain Account Scheme.
– That deposited amount must be used within allowed period.
– Until used, exemption holds.

This helps meet exemption while ensuring proper use.

? What If You Don’t Reinvest Full Amount?

– Only the reinvested portion is exempt.
– Unused capital gain becomes taxable in that financial year.
– Therefore, plan whether to invest balance of Rs.?50?lakh.

? Long-Term Gain Tax Calculation Example

– Assume indexed profit was Rs.?40?lakh.
– If you reinvest Rs.?65?lakh fully, entire gain is exempt.
– If you reinvest Rs.?35?lakh only, exemption proportion = 35/115.
– Rest becomes taxable.

So invest wisely. Full exemption depends on complete reinvestment.

? Your Action Steps

– Ensure that new flat purchase is registered before June 2027.
– Keep track of total payments made before due date.
– After purchase, invest balance sale proceeds into Capital Gain Account Scheme if needed.
– Use deposit and payments toward construction by June 2028.
– At ITR filing, submit proof of purchase, payments, and bank statement of deposit.

Your tax officer will check these.

? Multiple Property or Joint Ownership?

– You should not hold any other new property at sale time.
– Joint ownership of original home is allowed.

If you already own another residential property before sale, then Section 54F exemption won’t apply.

? If Construction Gets Delayed

– If builder delays possession beyond Dec 2027, your exemption eligibility still holds as long as possession is before June 2028.
– If builder delays further beyond June 2028, your exemption may be in jeopardy.
– In that case, un-invested capital gain becomes taxable.

So keep proof of builder timeline and extension documents.

? What Happens on Flat Possession?

– After possession and registration, your flat becomes the asset for exemption.
– Any remaining funds deposited in CGAS must be withdrawn/used within allowed time.
– Copies of registration and builder receipts are needed at ITR time.

? If You Repay Loan Instead?

– You can use sale proceeds to pay loan on flat.
– This counts as investment in property.
– Accounts for Section 54F exemption.

This helps utilize funds fully while getting exemption.

? Importance of Record Keeping

– Retain sale deed and purchase deed.
– Keep all builder payment receipts.
– Maintain CGAS deposit challans.
– Builders estimates on completion timelines.
– These help support exemption claims.

Poor documentation may invite inquiries.

? Alternative: Invest into Capital Gain Bonds?

– Under Section 54EC, you can invest in specified bonds within 6 months of sale.
– But the lock-in is 5 years.
– And you can invest only up to Rs. 50 lakh in one financial year.
– These bonds offer exemption on gain only partially.

If you need liquidity soon, CGAS route is better.

? Consider Portfolio Re-balancing

– You already invested Rs.?65 lakh in real estate.
– That is now an illiquid asset.
– Remaining sale proceeds should fund new flat (an asset for same purpose).
– Do not extend to investment property.
– Keep any extra funds in mutual funds for future goals.

That builds long-term wealth and liquidity.

? Mutual Funds vs Real Asset Balance

– Real estate helps save tax via Section 54F.
– But real estate is not a productive investment.
– Mutual fund SIPs offer better return, liquidity, and diversification.
– Once you complete flat investment, any residual amount should go into actively managed equity funds.
– This avoids over-exposure to property and boosts net worth.

? Role of a Certified Financial Planner

– CFP can draft your tax filing plan.
– They ensure exemption is claimed properly.
– They optimise reinvestment and use of CGAS.
– They also crafting your post-leverage portfolio structure.
– They guide review of mutual funds for future goals.

Your situation merits full CFP involvement.

? Timing: When to File ITR?

– Sale happened in FY?2024–25; file ITR after March 2026.
– If you complete flat purchase by Dec 2027, report in ITR FY?2027–28.
– Or deposit in CGAS before due of ITR FY?2024–25 to claim in that year.

Work with your taxation team to align documentation.

? Final Insights

– You qualify for Section 54F exemption for your under-construction flat.
– Exemption is proportional to reinvestment amount in flat.
– Invest full Rs.?1.15?crore sale proceeds to fully exempt tax.
– If you fall short, can use CGAS till June 2028.
– Maintain records of payment and possession.
– Avoid holding another residential property.
– Post-construction, SEBI the residual should be parked in equity.
– MF investments give better growth and liquidity.

Your current plan is workable. Just follow timelines and documentation to secure your exemption.

Best Regards,
K. Ramalingam, MBA, CFP,
Chief Financial Planner,
www.holisticinvestment.in
https://www.youtube.com/@HolisticInvestment