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Financial Reporting · Financial Instruments: Equity and Financial Liabilities

Measuring Equity Issued and Recognising Gain or Loss (Ind AS 109 Appendix D)

Updated 5 October 2026 · Fact-checked

When a company issues its own shares to a lender to settle a financial liability, it measures the shares at their fair value (or the liability's fair value if that is more reliably measurable). The difference from the liability's carrying amount, after removing it, goes to profit or loss. Credit share capital and securities premium with the fair value.

Understand Measuring Equity Issued and Recognising Gain or Loss

A debt-for-equity swap happens when a company in difficulty, or one that simply wants to reduce debt, gives its lender shares instead of cash. The lender agrees to take equity in full or part settlement of the loan. Appendix D to Ind AS 109 (Extinguishing Financial Liabilities with Equity Instruments, based on IFRIC 19) tells you how to account for it.

The key idea is that issuing shares is treated as consideration paid to settle the liability. So the liability is derecognised, and the shares are recorded at the value of what was given up. The difference between the liability's carrying amount and that consideration is a gain or loss. It is not a direct adjustment to equity.

How do you measure the shares? First choice: the fair value of the equity instruments issued. If that cannot be measured reliably, use the fair value of the financial liability extinguished. Fair value of shares of a listed company is usually the quoted price on the date of extinguishment, which is when the shares are issued and the liability is settled.

The gain or loss is: carrying amount of the liability extinguished minus fair value of the equity issued. If carrying amount is higher, you have a gain. If lower, a loss. Both go to profit or loss, and you disclose them separately.

Partial settlement needs one extra step. If only part of the liability is settled by equity, you must judge whether the consideration also covers a modification of the remaining liability. If it does, split the consideration between the part extinguished and the part that remains. If it does not, the whole consideration relates to the part extinguished.

Know the scope limits. Appendix D does not apply in these cases:

  • The creditor is a direct or indirect shareholder and is acting in that capacity.
  • The debtor and creditor are controlled by the same party before and after the transaction, and the substance is an equity distribution or contribution.
  • The shares are issued under the original contractual terms of the liability, such as a conversion option.

In these cases the accounting follows the substance of the transaction. It is not automatically a capital contribution. It depends on whether the creditor is acting as a shareholder.

Key rules to remember

Measurement of equity issued
Equity credited = Fair value of equity instruments issued (if not reliably measurable: fair value of liability extinguished)
Measure at the date the liability is extinguished, which is the date the shares are issued.
Gain or loss on extinguishment
Gain / (Loss) = Carrying amount of liability extinguished − Fair value of equity issued
Positive means gain, negative means loss. Recognise in profit or loss and disclose as a separate line.
Partial settlement
Consideration allocated to part extinguished + Consideration allocated to remaining liability = Total equity issued at fair value
Allocate only if part of the consideration relates to modification of the remaining liability. Otherwise all of it relates to the part extinguished.
Journal entry
Dr Financial liability (carrying amount); Cr Share capital (face value); Cr Securities premium (balance of fair value); Cr / Dr Profit or loss (gain / loss)
Carrying amount is the amortised cost on the settlement date, including accrued interest.

How to solve Measuring Equity Issued and Recognising Gain or Loss questions

Use this sequence for any question where shares are issued to settle a loan, debenture or other financial liability.

  1. 1Confirm the scope. Check that shares are issued to a creditor to extinguish a financial liability, wholly or partly, and that it is not under the original conversion terms or a transaction with a shareholder acting as shareholder.
  2. 2Find the carrying amount of the liability on the settlement date. Bring the amortised cost up to date, including accrued interest and unamortised transaction costs.
  3. 3Measure the equity issued at the fair value of the shares on the date of extinguishment. Fair value of shares = number of shares × fair value per share. Use the liability's fair value only if share value is not reliably measurable.
  4. 4If only part is settled, decide whether any consideration relates to modifying the remaining liability. If yes, allocate. If no, treat all consideration as relating to the part extinguished.
  5. 5Compute gain or loss = carrying amount of the part extinguished − fair value of the consideration allocated to it.
  6. 6Split the equity credit into share capital (number of shares × face value) and securities premium (the balance).
  7. 7Write the journal entry and check that debits equal credits, then state the profit or loss effect and disclose it separately.

Quickest way: Three-line swap check

When to use it: Use when the question gives you the liability, the number of shares, and the fair value per share, and asks for the entry or the gain or loss.

  1. Line 1: Equity = shares × fair value per share on the issue date.
  2. Line 2: Gain or loss = carrying amount − Line 1.
  3. Line 3: Share capital = shares × face value, securities premium = Line 1 − share capital. Post Dr liability, Cr equity items, Cr or Dr P&L.

Common mistakes in Measuring Equity Issued and Recognising Gain or Loss

  • Measuring the shares at face value or at the liability amount.

    Students follow the old habit of issuing shares against a debt at the amount owed, or at par.

    Fix: Always start with the fair value of the shares on the settlement date. Use the liability's fair value only when share fair value cannot be measured reliably.

  • Taking the difference directly to equity or retained earnings.

    Students think a swap with a lender is a capital transaction and avoid a P&L effect.

    Fix: The difference between the carrying amount and the fair value of equity issued goes to profit or loss under Appendix D. Say so clearly in the answer.

  • Using the principal instead of the carrying amount.

    The question states the loan amount, and students forget accrued interest or unamortised costs.

    Fix: Compute the amortised cost at the settlement date first. Then compare it with the fair value of shares.

  • Using the share price on the agreement date rather than the issue date.

    Questions give several dates and students pick the first one.

    Fix: The liability is extinguished when the shares are issued. Use the fair value on that date unless the question says otherwise.

  • Ignoring the remaining liability in a partial settlement.

    Students book the whole equity value against the part settled, even when the terms of the rest were changed.

    Fix: Ask if any consideration relates to modifying the rest. If so, allocate it, and account for the remaining liability under the modification rules of Ind AS 109.

  • Putting the full fair value into share capital.

    Students forget that share capital carries face value only.

    Fix: Credit share capital at face value times the number of shares and the rest to securities premium.

Worked examples

Example 1

Case: Meru Ltd has a term loan from Bank X with a carrying amount of ₹50,00,000 (including accrued interest) on 31 March 2027. On that date, it issues 2,00,000 equity shares of face value ₹10 each to the bank in full settlement. The quoted price of the shares on that date is ₹22 per share. Pass the journal entry and state the gain or loss.

Show the solution
  1. Scope: shares are issued to a creditor to extinguish the entire financial liability. Appendix D applies.
  2. Carrying amount of the liability = ₹50,00,000.
  3. Fair value of equity issued = 2,00,000 × ₹22 = ₹44,00,000. Share price is reliably measurable, so use it.
  4. Gain = ₹50,00,000 − ₹44,00,000 = ₹6,00,000, recognised in profit or loss.
  5. Share capital = 2,00,000 × ₹10 = ₹20,00,000. Securities premium = ₹44,00,000 − ₹20,00,000 = ₹24,00,000.
  6. Entry: Dr Term loan ₹50,00,000; Cr Share capital ₹20,00,000; Cr Securities premium ₹24,00,000; Cr Profit or loss (gain on extinguishment) ₹6,00,000. Debits ₹50,00,000 equal credits ₹50,00,000.

Answer: Gain of ₹6,00,000 in profit or loss. Equity is recorded at ₹44,00,000 (share capital ₹20,00,000 and securities premium ₹24,00,000).

Example 2

Case: Nila Ltd has an unlisted loan of ₹80,00,000 carrying amount from Lender Y. On 30 September 2026, it issues 3,00,000 shares of ₹10 face value to Lender Y to settle ₹60,00,000 of the carrying amount. The remaining ₹20,00,000 continues on the same terms. Nila Ltd concludes that the fair value of the shares cannot be measured reliably. The fair value of the ₹60,00,000 liability part settled is ₹54,00,000. No part of the consideration relates to modifying the remaining liability. Pass the journal entry and state the gain or loss.

Show the solution
  1. Scope: partial settlement by issue of equity. Appendix D applies.
  2. No consideration relates to the remaining liability, so all equity issued relates to the part extinguished.
  3. Share fair value is not reliable, so measure the equity at the fair value of the liability extinguished = ₹54,00,000.
  4. Gain = carrying amount of part extinguished ₹60,00,000 − ₹54,00,000 = ₹6,00,000, in profit or loss.
  5. Share capital = 3,00,000 × ₹10 = ₹30,00,000. Securities premium = ₹54,00,000 − ₹30,00,000 = ₹24,00,000.
  6. Entry: Dr Loan from Lender Y ₹60,00,000; Cr Share capital ₹30,00,000; Cr Securities premium ₹24,00,000; Cr Profit or loss ₹6,00,000. The remaining ₹20,00,000 stays as a liability.

Answer: Equity recorded at ₹54,00,000 and a gain of ₹6,00,000 in profit or loss. Loan balance after the swap is ₹20,00,000.

Exam tips

  • Always write the scope check in one line. Examiners award marks for saying that Appendix D applies and why.
  • Show the fair value measurement hierarchy: shares first, liability second. State the reason when you switch.
  • Present the journal entry with separate lines for share capital, securities premium and profit or loss. Check that it balances.
  • In partial settlement cases, explicitly say whether any consideration relates to the remaining liability. This one sentence often carries marks.
  • If the case mentions a shareholder-lender, check whether the creditor is acting in its capacity as a shareholder. If it is, say Appendix D does not apply and account for the transaction according to its substance. Do not assume it is automatically a capital contribution.

Practice questions from Financial Instruments: Equity and Financial Liabilities

Measuring Equity Issued and Recognising Gain or Loss: frequently asked questions

Where is the gain or loss on a debt-for-equity swap shown?

It goes to profit or loss, not directly to equity. Ind AS 109 Appendix D requires the difference between the carrying amount of the liability and the fair value of equity issued to be recognised there. Disclose it as a separate line item.

At what value are the shares recorded?

At the fair value of the equity instruments issued. If that cannot be measured reliably, use the fair value of the liability extinguished. The credit is split into share capital at face value and securities premium for the rest.

How do I treat a partial settlement of a loan by shares?

Decide whether part of the consideration relates to modification of the remaining liability. If it does, allocate the consideration between the two parts. If it does not, treat all consideration as relating to the part extinguished.

Does Appendix D apply when the lender is already a shareholder?

Not when the lender is a direct or indirect shareholder acting in that capacity. It also does not apply where the debtor and creditor are controlled by the same party before and after and the substance is an equity distribution or contribution, or where shares are issued under the original contractual terms, such as a conversion option. In those cases the accounting follows the substance of the transaction.