TL;DR
- The ODI Annual Performance Report (APR) is due by 31 December every year for each foreign entity, under Regulation 10(4) of the Foreign Exchange Management (Overseas Investment) Regulations 2022.
- Where the foreign entity's accounting year ends on 31 December, it is due by 31 December of the next year.
- It is filed through the designated AD bank, and a late APR attracts a flat late submission fee of ₹7,500.
Quick Answer: The ODI Annual Performance Report is due by 31 December every year for each foreign entity, under Regulation 10(4) of the Overseas Investment Regulations 2022. Where the foreign entity's accounting year ends on 31 December, it is due by 31 December of the next year. A late APR attracts a flat late submission fee of ₹7,500.
The Annual Performance Report (APR) is the yearly return a person resident in India files for each foreign entity in which it holds overseas direct investment (ODI). It reports the foreign entity's financial position, changes in shareholding, repatriation to India and any step-down subsidiaries. It is filed through the designated AD bank, which reports it to the Reserve Bank of India (RBI).
ODI APR at a glance
| Point | Position | Source |
|---|---|---|
| Due date | By 31 December every year, for each foreign entity | Regulation 10(4), OI Regulations 2022 |
| December year-end entities | By 31 December of the next year | Regulation 10(4) |
| Who files | The person resident in India; the highest stakeholder among joint investors | Regulation 10(4), Explanation (b) |
| Where filed | Through the designated AD bank, in Form APR | Regulation 10(1); Master Direction on Reporting, Part VIII |
| Late fee | Flat ₹7,500 per return, within three years | Part XIII; Regulation 11(1) |
What Is the ODI Annual Performance Report?
Form APR is the annual report required by Regulation 10(4) of the Foreign Exchange Management (Overseas Investment) Regulations 2022, in force since 22 August 2022. It applies to a person resident in India acquiring equity capital in a foreign entity that is reckoned as ODI, for as long as that person stays invested.
What Does Form APR Report?
Under Part VIII of the Master Direction on Reporting, the form captures four things:
- changes in the shareholding pattern of the foreign entity;
- its financial position;
- repatriation from the foreign entity to India;
- details of step-down subsidiaries, including any acquired, set up, wound up or transferred.
Failing to report step-down subsidiary changes is treated as non-submission of the APR.
When Is the ODI APR Due?
By 31 December every year, for each foreign entity. The one exception is a foreign entity whose accounting year ends on 31 December: its APR is due by 31 December of the following year.
| Foreign entity's accounting year ends | APR due by |
|---|---|
| 31 March 2026 | 31 December 2026 |
| 30 June 2026 | 31 December 2026 |
| 31 December 2025 | 31 December 2026 |
| 31 December 2026 | 31 December 2027 |
These dates are derived from Regulation 10(4). The APR is based on the foreign entity's audited financial statements, under Explanation (a).
Can Unaudited Accounts Be Used?
Only when two conditions hold together: the resident investor does not have control of the foreign entity, and the host country's law does not require an audit. The APR may then use unaudited statements certified by the statutory auditor of the Indian entity, or by a chartered accountant where statutory audit does not apply.
Which Investors Are Exempt?
Regulation 10(4) has one proviso with two cases, and the Master Direction on Reporting adds a third.
| Exemption | Condition | Source |
|---|---|---|
| Small passive holding | Less than 10% of the equity capital, without control, and no financial commitment other than equity | Proviso to Regulation 10(4), clause (i) |
| Liquidation | The foreign entity is under liquidation, from initiation of the process | Proviso to Regulation 10(4), clause (ii); Master Direction on Reporting |
| Broken period on exit | A part year at the time of disinvestment | Master Direction on Reporting, APR instructions |
Where an exemption is borderline, advisory services can help you confirm the position before the due date.
Who Must File the APR?
The person resident in India that holds the ODI, whether an Indian entity or a resident individual. Where several residents invest in the same foreign entity, the one holding the highest stake files, under Explanation (b). Where holdings are equal, the APR may be filed jointly.
The investor must also ensure that all previous years' APRs have been submitted to the designated AD bank, under APR instruction 6 of the Master Direction on Reporting. Year-wise compliance reporting across entities shows you which past APRs are still open.
Where Is the APR Filed?
With the designated AD bank, under Regulation 10(1) and Part VIII of the Master Direction on Reporting under FEMA, updated as on 1 October 2026. The AD bank enters it into RBI's online OID application. ODI returns are not filed on the FIRMS platform used for inward foreign investment.
Which Other ODI Forms Run Alongside the APR?
| Form | Purpose | Where filed |
|---|---|---|
| Form FC | Financial commitment: at the time of remittance or commitment, whichever is earlier; restructuring and disinvestment: within 30 days | Designated AD bank |
| Form APR | Annual performance of each foreign entity | Designated AD bank |
| Form OPI | Overseas portfolio investment | Designated AD bank |
| FLA return | Annual return of foreign liabilities and assets, by 15 July | Directly with RBI's statistics department |
The FLA return applies to Indian entities with ODI, not to resident individuals, and is covered in the guide to the annual FLA return. Form FC and Form APR replaced the older Form ODI parts from 22 August 2022.
What Is the Late Submission Fee for an APR?
A flat ₹7,500 per return. Row 1 of the late submission fee matrix in Part XIII of the Master Direction on Reporting covers the APR with other returns that do not capture flows. The variable formula in row 2 applies to flow returns such as Form FC, not to the APR.
| Point | Position | Source |
|---|---|---|
| Fee | ₹7,500 per return | Part XIII, row 1 |
| Window | Within three years from the due date | Regulation 11(1) |
| Payment | Through the designated AD bank | Master Direction on Overseas Investment, para 18 |
| Unpaid advice | Void if not paid within 30 days | Part XIII |
What Happens While an APR Is Overdue?
The investor may not make any further financial commitment to that foreign entity, or transfer the investment, until the delay is regularised, under Regulation 12. A failure to report within time, with or without the fee, is a contravention under section 13 of FEMA 1999. A compliance dashboard that flags each overdue APR lets you regularise the delay before the next commitment.
How Are APR Deadlines Tracked Across Foreign Entities?
A group with several foreign subsidiaries owes one APR per entity, each on its own accounting year. A compliance management platform holds each APR as a dated obligation with the AD bank acknowledgement as evidence.
LexComply does not file with the AD bank or RBI; the resident investor does. You can get in touch to see how APR dates would be tracked.
Common Mistakes to Avoid
- Applying the formula fee to an APR. Row 1 of Part XIII sets a flat ₹7,500 for the APR; the 0.025% formula in row 2 is for flow returns.
- Filing on FIRMS. ODI returns go through the designated AD bank (Regulation 10(1)), which reports into RBI's OID application.
- Claiming the 10% exemption with a loan outstanding. The proviso to Regulation 10(4) also requires no financial commitment other than equity.
- Using unaudited accounts where the investor has control. Explanation (a) allows unaudited statements only without control and where host law needs no audit.
- Leaving step-down subsidiary changes out. The APR instructions treat that omission as non-submission of the APR.
- Making a new commitment while an APR is overdue. Regulation 12 bars further financial commitment or transfer until the delay is regularised.
Legal Disclaimer
This article is general information on Indian foreign exchange law, current as at the date shown above. It is not legal advice and does not take account of any particular investment's facts. Obtain professional advice before acting on any position described here.