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ITFG clarifications on Ind AS 32 and Ind AS 33: preference shares and convertible instruments as equity or liability, foreign currency convertible bonds, and earnings per share in separate and consolidated statements

ITFG clarifications are the views of ICAI's Ind AS Technical Facilitation Group as on the date of each bulletin; they are not standards. On Ind AS 32, ITFG says the terms decide...

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Accounting Standards & Bookkeeping
Published
October 4, 2026
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Oct 4, 2026
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Last updated: October 2026Verified against: Government sources

Whether a preference share or a convertible is debt, equity or both decides where dividends and interest go and what the balance sheet shows. ITFG answered many such questions on Ind AS 32 and a few on earnings per share under Ind AS 33. This digest restates them in our own words and checks the paragraph each relies on.

Ind AS as on 1 April 2025 (ICAI Compendium of Ind AS 2025-26, the standards notified under the Companies (Indian Accounting Standards) Rules, 2015). Amendments notified after 1 April 2025 are not reflected in this article and should be checked on mca.gov.in. Capital-instrument terms and their accounting are part of financial statement preparation whenever a company raises money.

How to read the table

Each issue is cited by bulletin and issue as printed at the end of the answer; the compendium numbers them differently. The last column says whether the paragraph relied on reads the same in the compendium text. For the standard itself see our guides to equity or financial liability under Ind AS 32, earnings per share under Ind AS 33, compound instruments and the paragraph 28 split and the outline of Ind AS 32.

Digest

SituationITFG's viewReferenceParagraph relied on; still the same?
Compulsorily convertible debentures whose coupon equals the market rateLiability is the present value of the contractual cash flows at the market rate for a similar instrument without conversion; equity is the residualITFG Clarification Bulletin 13, Issue 10Ind AS 32, paragraph AG31: reads the same
Dividend on a liability-classified instrument declared after the year endAccrues at the year end like interest, through the effective interest method; the Ind AS 10 rule against accruing declared dividends is for equity instrumentsBulletin 7, Issue 6Ind AS 32, paragraph 35; Ind AS 10, paragraph 12: reads the same
Optionally convertible preference shares issued by a subsidiary to its holding company, issuer holds the options, dividend discretionaryEquity in the subsidiary's separate accounts; in the parent's separate accounts an investment (cost or Ind AS 109); eliminated on consolidationBulletin 14, Issue 7Ind AS 32, paragraph 16; Ind AS 27, paragraph 10: reads the same
Foreign currency convertible bond: which rate to discount the liability partThe market rate for a comparable instrument in the same currency and term without the conversion option, not the couponBulletin 15, Issue 1Ind AS 32, paragraphs 11(b)(ii), 28-29, AG31: reads the same
Non-cumulative redeemable preference shares with discretionary dividendCompound instrument: liability is the present value of the redemption amount, equity is the residual; dividends are recognised when declared and relate to equityBulletin 15, Issue 2Ind AS 32, paragraphs 31, AG37: reads the same
Preference shares with a holder's put at par at any time and a conversion-or-redemption choiceThe put is a demand feature, so the whole issue price is liability and nothing is equityBulletin 17, Issue 9Ind AS 32, paragraphs 15, 28-32; Ind AS 113, paragraph 47: reads the same
Rights offer of one class of shares to all holders of another class at a fixed price in any currencyEquity instrument: fixed number, fixed amount, offered pro rata to all existing owners of the same classBulletin 17, Issue 10Ind AS 32, paragraph 11(b)(ii): reads the same
Conversion option in preference shares redeemable in a foreign currencyDerivative liability: the exception is only for a convertible bond and is not extended by analogyBulletin 17, Issue 11Ind AS 32, paragraph 11(b)(ii): reads the same
Cumulative preference dividend arrears shown as a contingent liability before transitionIf the shares are wholly liability, measure at amortised cost from issue, with accrued unpaid dividend in the carrying amount; the difference at transition goes to retained earningsBulletin 20, Issue 3Ind AS 32, paragraphs AG25-AG26; Ind AS 101, paragraph 11: reads the same
EPS in the statements of a partly owned subsidiaryShown in both separate and consolidated statements; in separate statements, on profit attributable to that entity's own shareholdersBulletin 11, Issue 3Ind AS 33, paragraphs 4, 9: reads the same
Deferred foreign currency exchange difference balance and basic EPSNot deducted from profit for basic EPS, because the earlier option remains an option under Ind ASBulletin 10, Issue 5Ind AS 33, paragraph 12: reads the same

Issues left out

None of the compendium's issues 118 to 127 is left out as superseded. The issue on the deferred exchange balance relates to the transition relief for long-term foreign currency items and is history for companies already on Ind AS.

Three answers explained

Terms decide, not names (Bulletins 15 and 17). Ind AS 32 asks whether the issuer has a contractual obligation to deliver cash or another financial asset (paragraph 11) or to settle in a variable number of shares. A mandatory redemption makes a liability; dividends at the issuer's discretion belong to the equity part (AG25-AG26, AG37). Where the holder can demand par at any time, the demand feature takes the full price into liability, as paragraph 47 of Ind AS 113 puts a floor on such a liability at the amount payable on demand.

The currency exception (Bulletin 17, Issue 11). Paragraph 11(b)(ii) treats a conversion option in a foreign currency convertible bond as equity if the exercise price is fixed in any currency; IFRS has no such exception. ITFG refuses to stretch it to a preference share, so the option in such a share is a derivative liability.

Dividend timing (Bulletin 7, Issue 6). For liability instruments, the periodic payment accrues at the reporting date whenever declared; for equity instruments a dividend declared after the year end is not a liability at that date (Ind AS 10, paragraph 12).

What a finance team should take from this

  1. Read every term: redemption, put, dividend discretion, conversion and currency, and classify the pieces separately.
  2. Use a market rate for a similar non-convertible instrument to value the liability part; the coupon is not the test.
  3. Record EPS on the profit that belongs to the entity's own shareholders in each set of statements.

Need help classifying an instrument?

If you are structuring preference shares, convertibles or an investor round, our team can document the classification, the split and the effective interest workings through financial statement preparation.

Key takeaways

  • Redemption obligations make a liability; discretionary dividends go with equity.
  • A holder's put at par makes the whole instrument a liability.
  • The foreign currency convertible bond exception stays narrow.
  • EPS appears in both separate and consolidated statements, each on its own profit.

Read next

Disclaimer: Based on the Indian Accounting Standards as on 1 April 2025 (ICAI Compendium of Ind AS 2025-26, the standards notified under the Companies (Indian Accounting Standards) Rules, 2015) and, where named, the ITFG clarification bulletins of ICAI, as consulted on 4 October 2026. Amendments notified after 1 April 2025 should be checked on mca.gov.in. This article is general information, not legal advice; check the official text before acting.

Quick recapKey facts & short answers

Key Facts About ITFG

  • Applies in: All states across India, under the relevant central law.
  • Mode: Mostly online via the official government portal.
  • Typical timeline: Ranges from a few days to a few weeks depending on the case.
  • Non-compliance: May attract penalties, interest or late fees.
  • Expert help: TaxClue completes the entire process end to end for you.

Is a preference share with discretionary dividend equity?

Not if redemption is compulsory: it is then compound, with a liability for the redemption amount (ITFG Clarification Bulletin 15, Issue 2).

What discount rate splits a convertible?

The market rate for a comparable instrument without the conversion option (ITFG Clarification Bulletin 15, Issue 1).

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Disclaimer: This article is for general informational purposes only and does not constitute professional tax, legal or financial advice. Laws, rates and due dates change and can vary by individual case — always verify with the relevant government source (e.g. mca.gov.in, incometax.gov.in) or consult a qualified professional before acting. TaxClue accepts no liability for decisions taken based on this content.

People also ask

Questions, answered

Short, direct answers to the 6 questions readers ask most on this topic.

Not if redemption is compulsory: it is then compound, with a liability for the redemption amount (ITFG Clarification Bulletin 15, Issue 2).

The market rate for a comparable instrument without the conversion option (ITFG Clarification Bulletin 15, Issue 1).

No (ITFG Clarification Bulletin 17, Issue 11).

Yes, if for a fixed number at a fixed amount in any currency and pro rata to all holders of the same class (ITFG Clarification Bulletin 17, Issue 10).

Under ITFG Clarification Bulletin 11, Issue 3, EPS goes in separate and consolidated statements, each on its own basis.

No. They are guidance dated by their bulletins, and the standard prevails.