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Financial Reporting · Financial Instruments: Scope and Definitions

Extinguishing Financial Liabilities with Equity Instruments (Ind AS 109 Appendix D)

Updated 5 October 2026 · Fact-checked

Ind AS 109 Appendix D covers a debtor that issues its own equity instruments to a creditor to settle a financial liability, fully or partly. The equity is measured at fair value. The difference between the liability's carrying amount and that fair value goes to profit or loss. Check the scope exclusions first, then compute.

Understand Extinguishing Financial Liabilities with Equity Instruments

A debt for equity swap happens when a company cannot or does not want to repay a loan in cash. It renegotiates with the lender and gives shares instead. Appendix D to Ind AS 109 tells the debtor how to account for this.

The core idea is simple. Issuing equity is treated as consideration paid to settle the liability. So the liability is derecognised, the equity is recognised, and any difference is a gain or loss. This follows the derecognition rule in Ind AS 109: a financial liability is removed when it is extinguished, and the difference between its carrying amount and the consideration paid goes to profit or loss.

The equity instruments are measured at their fair value on the date they are issued (the date the liability is extinguished), using Ind AS 113. Only if that fair value cannot be measured reliably do you measure the equity at the fair value of the liability extinguished. The equity is then split into share capital (face value) and securities premium or other equity as applicable.

Gain or loss = carrying amount of the liability (or part) extinguished − fair value of equity instruments issued. If the carrying amount is higher, you have a gain. If the fair value of shares is higher, you have a loss. It is recognised in profit or loss, and you should disclose it as a separate line item or in the notes.

Appendix D does not apply in three situations: (a) the creditor is also a direct or indirect shareholder and is acting in that capacity as shareholder; (b) the creditor and the entity are controlled by the same party or parties before and after the transaction, and the substance is an equity distribution or contribution; (c) the settlement by equity is under the original terms of the liability, for example a conversion option in a convertible instrument. If the liability is only partly settled, you also check whether part of the consideration relates to a modification of the remaining liability.

Key rules to remember

Gain or loss on extinguishment
Gain / (Loss) = Carrying amount of liability extinguished − Fair value of equity instruments issued
Recognise in profit or loss. Positive means gain, negative means loss.
Measurement of equity issued
Equity issued = Fair value of equity instruments on the date of extinguishment
Use the fair value of the liability extinguished only if the fair value of equity cannot be measured reliably.
Equity split
Share capital = Number of shares × Face value; Securities premium = Fair value of equity − Share capital
Assumes shares are issued at a fair value above face value.
Partly settled liability
Consideration = Part for liability extinguished + Part for modification of remaining liability
If part of the equity relates to the remaining liability, allocate the consideration and assess modification of that remaining liability.
Scope exclusions
Not covered: creditor acting as shareholder; common control with equity distribution or contribution in substance; settlement under original terms
Check these before applying Appendix D.

How to solve Extinguishing Financial Liabilities with Equity Instruments questions

Use this order for any question on a debt for equity swap. It protects you from losing marks on scope and measurement.

  1. 1Check the scope. Is the creditor acting as a shareholder? Are the parties under common control with an equity distribution or contribution in substance? Was the equity issued under the original terms, such as a conversion option? If yes, Appendix D does not apply.
  2. 2Identify the carrying amount of the liability being extinguished. Include accrued interest and unamortised costs if the question says so, because the carrying amount is at amortised cost.
  3. 3Find the fair value of the equity issued on the date of extinguishment: number of shares × fair value per share. Use the fair value of the liability only if the equity fair value is not reliably measurable.
  4. 4Decide if the whole liability or only a part is extinguished. If only part, check whether some consideration relates to a modification of the remaining liability and allocate accordingly.
  5. 5Compute the gain or loss: carrying amount extinguished − fair value of equity issued. Recognise it in profit or loss.
  6. 6Pass the journal entry: debit the liability (and any loss), credit share capital at face value, credit securities premium for the balance, and credit any gain to profit or loss.
  7. 7State the disclosure: show the gain or loss as a separate line item or in the notes, and write a one-line conclusion.

Quickest way: Three-number shortcut

When to use it: Use this for MCQs and short numerical questions when the whole liability is settled and the question gives the carrying amount and share details.

  1. Write the three numbers: carrying amount of the liability, fair value of equity (shares × fair value per share), and face value of the shares.
  2. Subtract: carrying amount − fair value of equity. Positive is a gain, negative is a loss.
  3. Share capital = shares × face value. Premium = fair value of equity − share capital. Check that the journal balances.

Common mistakes in Extinguishing Financial Liabilities with Equity Instruments

  • Measuring the equity at its face value or at the carrying amount of the liability.

    Students treat the swap like a normal share issue at par, or assume that the liability value is the price of the shares.

    Fix: Use the fair value of the shares on the date of extinguishment. Use the liability's fair value only if the equity cannot be measured reliably.

  • Applying Appendix D when the creditor is acting as an existing shareholder.

    The question says 'debt settled by shares' and students jump to the calculation without reading the facts.

    Fix: Read the facts for the creditor's capacity. If the creditor acts as a shareholder, or the parties are under common control with an equity contribution in substance, Appendix D is excluded.

  • Reversing the sign of the gain or loss.

    Students forget which side is the consideration and which is the liability.

    Fix: Think of it as paying consideration. If you pay less (fair value of shares) than you owe (carrying amount), it is a gain. If you pay more, it is a loss.

  • Crediting the difference to equity or to securities premium instead of profit or loss.

    Students confuse the difference with a premium on shares.

    Fix: The gain or loss on extinguishment goes to profit or loss. The premium is only the fair value of the shares minus their face value.

  • Ignoring the fact that the liability is only partly settled.

    Students apply the full carrying amount without reading how much was extinguished.

    Fix: Use the carrying amount of only the part extinguished. Assess whether the remaining liability is substantially modified and whether part of the consideration relates to it.

  • Using the fair value of shares on the date of the agreement rather than the date of issue.

    Students pick the first date mentioned in the question.

    Fix: Use the fair value on the date the equity instruments are issued and the liability is extinguished, unless the question clearly gives a different date for extinguishment.

Worked examples

Example 1

Case: Meridian Ltd, an Ind AS company, owes ₹50,00,000 to Sunrise Bank (carrying amount at amortised cost, including accrued interest). The bank is not a shareholder and is unrelated to Meridian. Meridian is in difficulty, so the bank agrees to accept 4,00,000 equity shares of ₹10 each in full settlement. On the date of issue, each share has a fair value of ₹11. Show the accounting.

Show the solution
  1. Scope check: the bank is not a shareholder, there is no common control, and the settlement is not under the original terms. Appendix D applies.
  2. Fair value of equity issued = 4,00,000 × ₹11 = ₹44,00,000.
  3. Gain = ₹50,00,000 − ₹44,00,000 = ₹6,00,000, recognised in profit or loss.
  4. Share capital = 4,00,000 × ₹10 = ₹40,00,000. Securities premium = ₹44,00,000 − ₹40,00,000 = ₹4,00,000.
  5. Journal: Dr Loan from Sunrise Bank ₹50,00,000; Cr Share capital ₹40,00,000; Cr Securities premium ₹4,00,000; Cr Profit or loss (gain on extinguishment) ₹6,00,000. Debits and credits both total ₹50,00,000.

Answer: Meridian recognises equity of ₹44,00,000 (share capital ₹40,00,000 and securities premium ₹4,00,000) and a gain of ₹6,00,000 in profit or loss, and the loan is derecognised.

Example 2

Case: Kavya Ltd has a loan from Orbit Finance with a total carrying amount of ₹80,00,000. Orbit is an unrelated lender. Kavya issues 5,00,000 equity shares of ₹10 each to settle ₹50,00,000 of the loan (carrying amount of that part). The shares have a fair value of ₹12 each on the issue date. No part of the shares relates to any change in the terms of the remaining loan. Compute the gain or loss and give the entry. Also state the remaining liability.

Show the solution
  1. Scope check: Orbit is not a shareholder acting as such, there is no common control, and there is no conversion clause in the original terms. Appendix D applies.
  2. Fair value of equity issued = 5,00,000 × ₹12 = ₹60,00,000.
  3. Carrying amount of the part extinguished = ₹50,00,000.
  4. Gain/(loss) = ₹50,00,000 − ₹60,00,000 = (₹10,00,000), which is a loss in profit or loss.
  5. Share capital = 5,00,000 × ₹10 = ₹50,00,000. Securities premium = ₹60,00,000 − ₹50,00,000 = ₹10,00,000.
  6. Journal: Dr Loan from Orbit Finance ₹50,00,000; Dr Profit or loss (loss on extinguishment) ₹10,00,000; Cr Share capital ₹50,00,000; Cr Securities premium ₹10,00,000. Both sides total ₹60,00,000.
  7. Remaining liability = ₹80,00,000 − ₹50,00,000 = ₹30,00,000. Since no consideration relates to it, no allocation is needed. Assess separately whether any other changes to its terms are a substantial modification.

Answer: Kavya recognises a loss of ₹10,00,000 in profit or loss, equity of ₹60,00,000 (share capital ₹50,00,000 and securities premium ₹10,00,000), and the remaining loan stays at ₹30,00,000.

Exam tips

  • Start every answer with the scope check. Many questions hide a fact, such as a shareholder creditor or a conversion option, that takes the case outside Appendix D.
  • Show the gain or loss formula in one line, then the numbers. Examiners give marks for the method even if arithmetic slips.
  • Always give the journal entry with the split of equity into share capital and securities premium, and check that debits equal credits.
  • In case-scenario MCQs, look for the fair value per share on the issue date. Distractor options usually use face value or the carrying amount of the liability.
  • State the presentation point at the end: the gain or loss is shown in profit or loss and disclosed separately, not taken to equity.

Practice questions from Financial Instruments: Scope and Definitions

Extinguishing Financial Liabilities with Equity Instruments in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Extinguishing Financial Liabilities with Equity Instruments: frequently asked questions

What is Appendix D of Ind AS 109?

It is the guidance on how a debtor accounts when it issues equity instruments to a creditor to settle all or part of a financial liability. It treats the equity as consideration paid, measured at fair value, with the difference recognised in profit or loss.

How do you calculate the gain or loss on a debt for equity swap?

Subtract the fair value of the equity instruments issued from the carrying amount of the liability extinguished. A positive result is a gain and a negative result is a loss. Both go to profit or loss.

When does Appendix D not apply?

It does not apply when the creditor is acting in its capacity as a shareholder. It also does not apply when the parties are under common control and the substance is an equity distribution or contribution. It does not apply either when the equity is issued under the original terms of the liability, such as a conversion option.

What if the fair value of the equity cannot be measured reliably?

Then you measure the equity instruments at the fair value of the liability extinguished. This is a fallback only. The first choice is always the fair value of the equity on the issue date.

What if only part of the liability is settled with equity?

Use the carrying amount of the part extinguished to compute the gain or loss. If part of the consideration relates to a modification of the remaining liability, allocate the consideration between the two parts and assess the modification of the remaining liability.