Both let you turn paper equity into cash, but the buyer is different, and that changes a lot. In a secondary, an outside investor buys your existing shares directly, so money flows from them to you and the company's bank balance is untouched. In a buyback, the company itself uses its own cash to repurchase your shares, which reduces its reserves and usually needs board and sometimes shareholder approval. Secondaries often happen alongside a funding round when new investors want more ownership, while buybacks are the company deliberately creating a liquidity window for founders and employees. Pricing, eligibility, and tax treatment can differ between the two, and in India a buyback has its own tax mechanics that are not the same as a straight capital gains sale. Those rules change, so confirm how your specific transaction is structured and taxed with a CA before deciding.
2 resources, 1 India-specific, 1 link-checked.
The India-specific piece: perquisite tax at exercise, capital gains at sale, and the startup deferral, with worked examples in rupees.
From ClearTax by ClearTax
Open cleartax.in →A calm explainer of what a secondary actually is, who has to approve it, and how the price gets set, before you raise it with your board.
From Carta by Carta
Open carta.com →The same ground, over in Raise money, our Starting Up track.
