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Financial Reporting · Recognition and Derecognition of Financial Instruments

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

Updated 5 October 2026 · Fact-checked

When a debtor issues its own equity instruments to a creditor to settle a financial liability, the equity is a consideration paid. Measure it at fair value, derecognise the liability's carrying amount, and take the difference to profit or loss. If equity fair value cannot be measured reliably, use the liability's fair value.

Understand Extinguishing Financial Liabilities with Equity Instruments

A company owes money to a lender. The lender agrees to take shares instead of cash. This is a debt-for-equity swap. Appendix D to Ind AS 109 (based on IFRIC 19) tells the debtor how to account for it.

The key idea is simple. Issuing shares to settle a debt is treated as the debtor paying the debt with consideration. The shares are the consideration paid. So the liability is extinguished, and Ind AS 109 requires the difference between the carrying amount of the liability and the consideration paid to go to profit or loss.

The equity instruments are measured at their fair value on the date the liability is extinguished. That is the date the shares are issued and the debt is settled. If the fair value of the equity cannot be reliably measured, use the fair value of the liability extinguished instead. If only part of the liability is settled, decide whether part of the consideration relates to a modification of the remaining liability. If so, allocate the consideration between the part extinguished and the part that remains.

The gain or loss is: carrying amount of the liability less fair value of equity issued. If carrying amount is higher, you book a gain. If lower, you book a loss. The equity is credited at fair value, not at the amount of debt. Face value goes to share capital and the balance to securities premium (or other equity reserve as per the Companies Act and Schedule III).

The Appendix applies only when the creditor is dealing with the debtor as a creditor. It does not apply where the creditor is also a direct or indirect shareholder acting in its capacity as a shareholder, where the creditor and entity are controlled by the same party before and after, and the swap is in substance a capital contribution, or where settling the liability is in accordance with the original terms of the instrument (for example, a conversion feature in a compound instrument).

Key rules to remember

Gain or loss on extinguishment
Gain/(Loss) = Carrying amount of liability extinguished − Fair value of equity instruments issued
A positive result is a gain in profit or loss. A negative result is a loss in profit or loss.
Measurement of equity issued
Equity at fair value on the date of extinguishment
If equity fair value is not reliably measurable, use the fair value of the liability extinguished.
Journal entry (full settlement)
Dr Financial liability (carrying amount); Cr Share capital (face value); Cr Securities premium (fair value − face value); Cr/Dr Profit or loss (balancing figure)
Carrying amount is the amortised cost at the settlement date, including accrued interest if it is part of the liability.
Partial settlement
Allocate consideration between the part extinguished and the part that remains
If part of the consideration relates to modification of the remaining liability, allocate it and apply the modification rules to the remaining part.
Scope exclusions
Not applicable if: creditor is also a direct or indirect shareholder acting as shareholder; common control before and after with capital contribution substance; or equity issued per original terms
In these cases Appendix D does not apply, so check scope before computing.

How to solve Extinguishing Financial Liabilities with Equity Instruments questions

Use this order for any question on debt settled by issuing shares.

  1. 1Check scope. Confirm the creditor acts as a creditor and the shares are not issued under the original conversion terms or as a capital contribution by a shareholder or common-control party.
  2. 2Find the carrying amount of the liability at the settlement date. Use amortised cost and include accrued interest that is being settled.
  3. 3Find the fair value of the equity instruments issued on the extinguishment date. Number of shares × fair value per share.
  4. 4If equity fair value is not reliably measurable, use the fair value of the liability extinguished.
  5. 5Compute gain or loss: carrying amount − fair value of equity issued. Take it to profit or loss.
  6. 6Split the credit to equity: face value to share capital and the balance of fair value to securities premium.
  7. 7If only part of the liability is settled, allocate the consideration and apply the modification rules to the remaining liability.
  8. 8Write the journal entry and check that debits equal credits.

Quickest way: Three-number shortcut

When to use it: Use for full settlement questions where shares, face value and fair value per share are given.

  1. Write three numbers: carrying amount of debt, fair value of shares issued, face value of shares issued.
  2. Gain or loss = first minus second. Premium = second minus third.
  3. Journal: Dr Liability at carrying amount. Cr Share capital at face value. Cr Securities premium at premium. Cr P&L for a gain, or Dr P&L for a loss.
  4. Check that total debits equal total credits before moving on.

Common mistakes in Extinguishing Financial Liabilities with Equity Instruments

  • Crediting equity at the carrying amount of the debt instead of fair value.

    Students think the shares simply replace the debt rupee for rupee, as in older conversion accounting.

    Fix: Equity is the consideration paid and is measured at fair value. The difference goes to profit or loss.

  • Taking the gain or loss to equity or reserves.

    Since shares are issued, students assume the whole transaction sits in equity.

    Fix: Ind AS 109 requires the difference between carrying amount and consideration paid to be recognised in profit or loss.

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

    The date of negotiation looks like the date of the deal.

    Fix: Measure at the date the liability is extinguished, which is when the shares are issued and the debt settled, unless the question gives one date only.

  • Applying Appendix D to a convertible bond converted under its original terms.

    Both involve debt turning into shares.

    Fix: Conversion per original terms is outside this Appendix. Use the compound instrument rules in Ind AS 32.

  • Using face value of the liability instead of amortised cost as the carrying amount.

    Students ignore unamortised transaction costs, discount or accrued interest.

    Fix: Take the carrying amount at settlement date from the amortised cost schedule.

  • Putting the whole fair value in share capital.

    Students forget the Companies Act split into face value and premium.

    Fix: Credit face value to share capital and the excess of fair value over face value to securities premium.

Worked examples

Example 1

Case: Alpha Ltd owes Bank B a term loan with a carrying amount of ₹50,00,000 (including accrued interest). Alpha is in difficulty and issues 4,00,000 equity shares of face value ₹10 each to the bank in full settlement. The bank acts only as a lender. The fair value of each share on the settlement date is ₹11. Show the accounting.

Show the solution
  1. Scope: bank is a creditor only and shares are not under original terms, so 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, taken to profit or loss.
  4. Share capital = 4,00,000 × ₹10 = ₹40,00,000.
  5. Securities premium = ₹44,00,000 − ₹40,00,000 = ₹4,00,000.
  6. Entry: Dr Term loan ₹50,00,000; Cr Share capital ₹40,00,000; Cr Securities premium ₹4,00,000; Cr Profit or loss (gain) ₹6,00,000. Debits ₹50,00,000 equal credits ₹50,00,000.

Answer: Alpha recognises a gain of ₹6,00,000 in profit or loss, share capital of ₹40,00,000 and securities premium of ₹4,00,000.

Example 2

Case: Beta Ltd has a loan from Lender L with a carrying amount of ₹20,00,000. Beta issues 1,50,000 equity shares of face value ₹10 each to settle it fully. The market price of the share on the settlement date is ₹14. Beta also had a share price of ₹12 on the date the agreement was signed. Lender L is not a shareholder. Compute the gain or loss and pass the entry.

Show the solution
  1. Use the fair value on the date the liability is extinguished, which is the issue date: ₹14. The ₹12 on the agreement date is not used.
  2. Fair value of equity = 1,50,000 × ₹14 = ₹21,00,000.
  3. Loss = ₹20,00,000 − ₹21,00,000 = (₹1,00,000), a loss in profit or loss.
  4. Share capital = 1,50,000 × ₹10 = ₹15,00,000.
  5. Securities premium = ₹21,00,000 − ₹15,00,000 = ₹6,00,000.
  6. Entry: Dr Loan ₹20,00,000; Dr Profit or loss (loss) ₹1,00,000; Cr Share capital ₹15,00,000; Cr Securities premium ₹6,00,000. Debits ₹21,00,000 equal credits ₹21,00,000.

Answer: Beta recognises a loss of ₹1,00,000 in profit or loss, share capital of ₹15,00,000 and securities premium of ₹6,00,000.

Exam tips

  • Always state the scope check in one line. Examiners often hide a shareholder-creditor or an original-terms conversion to test this.
  • Show the formula: carrying amount − fair value of equity. Marks are given for the working even if arithmetic slips.
  • Write the journal entry with the profit or loss line clearly labelled as gain or loss.
  • If the question gives share price on two dates, pick the extinguishment (issue) date and say why.
  • In theory answers, quote the logic: equity issued is consideration paid, so it is measured at fair value.

Practice questions from Recognition and Derecognition of Financial Instruments

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

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

It is recognised in profit or loss. It is the difference between the carrying amount of the liability extinguished and the fair value of the equity instruments issued. It does not go to reserves.

Which fair value do I use if the shares are unlisted?

Use a reliable fair value of the equity instruments under Ind AS 113. If that cannot be measured reliably, use the fair value of the liability extinguished instead.

Does Appendix D apply when a convertible debenture converts as per its terms?

No. Conversion under the original terms is covered by the compound instrument rules of Ind AS 32. Appendix D deals with equity issued to settle a liability otherwise.

What if the lender is also a shareholder?

If the lender is a direct or indirect shareholder and acts as a shareholder, Appendix D does not apply. The same holds where the swap is in substance a capital contribution within a common-control group.