Annual Performance Report (APR) for Overseas Investment in 2026

Written by Nihal Srivastava, Krystal7 Consultants. Last updated 27 September 2026.

An Annual Performance Report (APR) is the yearly return an Indian investor files for each foreign entity it holds as overseas direct investment (ODI). Regulation 10(4) of the Foreign Exchange Management (Overseas Investment) Regulations, 2022 makes it due by 31 December each year. For a foreign entity with a 31 December year end, the date moves to 31 December of the next year. You file Form APR with your designated AD bank, on audited accounts. A late APR filed within three years costs a flat INR 7,500.

This page covers who files, who is exempt, and which accounts the APR rests on. It then explains bank filing in 2026, the late submission fee, and how the APR sits beside Form FC and the FLA return.

What is an Annual Performance Report under ODI?

An Annual Performance Report is a yearly FEMA return on each foreign entity in which a person resident in India holds ODI. It reports the entity's capital structure, profit, net worth and the money it sent back to India. It also reports any step down subsidiary acquired, set up, wound up or transferred during the year. You file it in Form APR through your designated authorised dealer (AD) bank.

The Central Government notified the Foreign Exchange Management (Overseas Investment) Rules, 2022 as G.S.R. 646(E) on 22 Aug 2022.

The RBI notified the Overseas Investment Regulations, 2022 (Notification No. FEMA 400/2022-RB) the same day. It also issued the Overseas Investment Directions, 2022 as A.P. (DIR Series) Circular No. 12.

RBI now carries those Directions in its Master Direction on Overseas Investment (FED Master Direction No. 15/2024-25 dated 24 Jul 2024). The current text is updated as on 1 Apr 2026. We call it "the Master Direction" below. Form APR itself sits in RBI's Master Direction on Reporting under FEMA.

Form APR replaced Form ODI Part II, the APR form under the old FEMA 120/2004-RB regime. The late fee table in the Master Direction still names both, as "Form ODI Part II/APR". So a bank letter that asks for "ODI Part II" means the APR.

Two defined terms decide whether you are in scope. Paragraph 1 of the Master Direction restates both from the OI Rules.

ODI means buying unlisted equity capital of a foreign entity, or subscribing to its memorandum. It also covers 10 percent or more of a listed foreign entity's paid up equity, or a smaller listed stake with control.

Control means the right to appoint a majority of the directors, or to control management or policy decisions. It includes rights through shareholding, management rights, or shareholder or voting agreements "that entitle them to ten percent or more of voting rights". So 10 percent or more of the voting rights counts as control.

Two points follow from the definition and its Explanation. Any unlisted foreign equity is ODI, however small the stake. And once an investment counts as ODI, it stays ODI even if the stake later falls below 10 percent or control ends.

RBI uses the APR to see what happened to money after it left India. Your AD bank relies on it too. Regulation 12 bars any further financial commitment to the entity, and any transfer of the investment, while a reporting delay stays unregularised.

Item	Position on 27 Sep 2026
Legal basis	Regulation 10(4), OI Regulations, 2022 (FEMA 400/2022-RB)
Form	Form APR (earlier Form ODI Part II)
Who files	A person resident in India whose equity in the foreign entity counts as ODI
How many	One APR for each foreign entity (each UIN); step down subsidiaries go inside it
Due date	31 December each year; 31 December of the next year if the entity's year ends on 31 December
Accounts	Audited; unaudited only if the investor has no control and host law requires no audit
Certified by	Statutory auditor of the Indian entity, or a chartered accountant where no statutory audit applies
Filed with	Designated AD bank, which reports it in RBI's online OID application
Late fee	INR 7,500 flat, if filed within three years of the due date
Effect of a missed APR	No further financial commitment or transfer until regularised (regulation 12)
2025 and 2026 changes	None to the APR itself; RBI references moved to Regional Offices through PRAVAAH from 1 Apr 2026

Who must file an APR?

Every person resident in India whose equity in a foreign entity counts as ODI files an APR for that entity. That covers Indian companies, LLPs, partnership firms and other bodies corporate. It also covers resident individuals, trusts and societies that hold ODI.

Regulation 10(4) puts the duty on "a person resident in India acquiring equity capital in a foreign entity which is reckoned as ODI". The Form APR notes add that the duty runs every year for as long as the person stays invested.

The APR is filed for each foreign entity, not for each investor or each group. RBI tracks each foreign entity by a Unique Identification Number (UIN). Your AD bank obtains the UIN when it reports your first Form FC in the OID application, under paragraph 16(3) of the Master Direction. So if your company holds three foreign entities, you file three APRs.

Step down subsidiaries do not get their own APR. You report them inside the APR under clause (c) of the Explanation to regulation 10(4). That covers any step down subsidiary acquired, set up, wound up or transferred during the year. Any change in the foreign entity's shareholding pattern goes in the same place.

Two or more Indian residents may hold the same foreign entity. Then clause (b) of the Explanation to regulation 10(4) puts the duty on the highest stake. If holdings are equal, the APR may be filed jointly. Paragraph 17(3) of the Master Direction also lets one investor file after the others authorise it. A foreign partner's stake does not move the duty, because only Indian residents count.

Resident individuals are in scope when their foreign holding is ODI. Paragraph 17(3) of the Master Direction says a chartered accountant certifies their APR, since they have no statutory auditor.

Situation	APR needed?	Why
Indian company owns 100% of a foreign subsidiary	Yes	ODI with control
Indian company holds 40% of a foreign joint venture	Yes	ODI; 10% or more of voting rights is control under the OI definition
Indian company holds 6% of an unlisted foreign company, no control, equity only	No	Proviso to regulation 10(4)
Same 6% holding, plus a loan or guarantee to that company	Yes	A financial commitment other than equity removes the exemption
Resident individual holds ODI in a foreign operating company	Yes	Certified by a chartered accountant (Master Direction paragraph 17(3))
Two Indian companies hold 60% and 40%	The 60% holder files	Highest stake rule in regulation 10(4)
Two Indian companies hold 50% each	Jointly, or one authorised by the other	Regulation 10(4) and Master Direction paragraph 17(3)
Indian company holds 3% of a listed foreign company, no control	No APR	This is overseas portfolio investment; Form OPI applies instead

Who is exempt from filing an APR?

No APR is needed in three cases. The first is a holding below 10 percent without control, where the only financial commitment is equity. The second is a foreign entity under liquidation, from the date liquidation starts. The third is the broken period in the year you disinvest. Each exemption is narrow, so test it before you skip a filing.

Below 10 percent, no control, equity only

The proviso to regulation 10(4) exempts a person who holds "less than 10 per cent. of the equity capital without control". It adds a third condition. There must be "no other financial commitment other than by way of equity capital". A shareholder loan, a guarantee or a debt instrument to the same entity brings the APR back. So does a voting agreement that gives you 10 percent or more of the votes, because that is control.

Liquidation

The same proviso exempts a foreign entity under liquidation. The Form APR notes set the start point as the date the liquidation process begins. Transactions from the last APR up to that date go in Form FC, not in a final APR. Keep the liquidator's appointment papers on file, because the AD bank will ask why the APR stopped.

Broken period at disinvestment

The Form APR notes exempt "the broken period (i.e. full year not completed) at the time of disinvestment". You report the sale or closure in Section G of Form FC instead. It is due within 30 days of receiving the proceeds.

Portfolio holdings

A listed foreign stake below 10 percent without control is overseas portfolio investment (OPI), not ODI. Regulation 10(3) requires a person resident in India, other than a resident individual, to report OPI in Form OPI. The form is due within 60 days from the end of each half year ending September and March. Resident individuals who get foreign shares under an employee stock plan report through their employer's Indian office or subsidiary.

Some reasons we hear for skipping a year are not exemptions. A loss, nil revenue or a dormant entity still needs an APR. So does a small investment, an entity in a country with no audit rule, or an entity whose last APR was also missed.

What is the due date for the APR in 2026?

The APR is due by 31 December every year. Where the foreign entity's accounting year ends on 31 December, the APR is due by 31 December of the next year. So a foreign year ended 31 Mar 2026 and one ended 31 Dec 2025 are both due on 31 Dec 2026.

Regulation 10(4) makes the APR due "every year by 31st December". It then adds that where the foreign entity's accounting year ends on 31 December, the APR is due "by 31st December of the next year". The Form APR notes repeat the same words.

The foreign entity's accounting year drives the date. Your Indian company's 31 March year end does not. A UAE joint venture on a calendar year and a Singapore subsidiary on a March year can fall due on the same day. Their accounts closed nine months apart.

Foreign entity's accounting year	Year end	APR due by	Months from year end to due date
1 Jan 2025 to 31 Dec 2025	31 Dec 2025	31 Dec 2026	12
1 Apr 2025 to 31 Mar 2026	31 Mar 2026	31 Dec 2026	9
1 Jul 2025 to 30 Jun 2026	30 Jun 2026	31 Dec 2026	6
1 Oct 2025 to 30 Sep 2026	30 Sep 2026	31 Dec 2026	3
1 Jan 2026 to 31 Dec 2026	31 Dec 2026	31 Dec 2027	12

The table applies the words of regulation 10(4). Read literally, only a 31 December year end gets the extra year. A foreign entity with a September year end then has three months to finish its audit and file. The regulation gives no other date for these year ends. We plan these audits from the day the year closes. If the audit may miss 31 December, raise it with your AD bank before the due date and keep its reply on file.

The regulation does not provide for an extension of the APR date. The Master Direction's amendment footnotes show no change to its reporting paragraph. After 31 December, the only route is filing with the late submission fee.

Which financial statements does the APR use?

The APR rests on the audited financial statements of the foreign entity, under clause (a) of the Explanation to regulation 10(4). Unaudited statements are allowed only when two conditions both hold. The Indian investor must have no control in the foreign entity. And the host country's law must not require an audit. The unaudited statements then need a certificate.

The certificate comes from the statutory auditor of the Indian entity. Where the Indian investor has no statutory audit, a chartered accountant signs instead. The auditor's certificate in Form APR repeats both conditions: audit "is not mandatory in host country/jurisdiction and the IE/RI does not have 'control'".

Does the Indian investor have control?	Does host country law require an audit?	Basis for the APR
Yes	Yes	Audited financial statements
Yes	No	Audited financial statements (the unaudited option is not available)
No	Yes	Audited financial statements
No	No	Unaudited statements, certified by the Indian statutory auditor or a chartered accountant

The second row is the one that catches groups out. A wholly owned subsidiary in a country that exempts small companies from audit still needs audited accounts for the APR. The Indian parent has control, so the unaudited option is closed. We see founders skip the foreign audit to save cost, then find in November that the APR cannot go in.

The control test is wide. Since 10 percent of the votes counts as control, a joint venture where the Indian partner holds that much sits in the first two rows. The unaudited route mostly serves passive minority stakes that also carry a loan or guarantee, so the equity only exemption does not apply.

Three practical points on the accounts:

1. Use the foreign entity's own financial statements for the reporting period. Form APR asks for the entity's profit, dividend and net worth, and lists step down subsidiaries separately.
2. Report amounts in actuals, in the foreign currency and in rupees. Name the currency by its SWIFT code, as the Form APR notes require.
3. Keep the signed audit report with the APR file. The AD bank and the Indian auditor will both want to see it.

Who signs and certifies the APR?

Three parties sign Form APR. The Indian entity or resident individual signs a declaration. The statutory auditor of the Indian entity certifies the report, or a chartered accountant where no statutory audit applies. The designated AD bank then adds its own certificate and reports the APR to RBI.

The investor's declaration in Form APR confirms these points:

1. Step down subsidiary acquisitions, closures and shareholding changes since the last APR are reported.
2. The step down subsidiary structure meets the rules that apply to the foreign entity.
3. Share certificates or other evidence of investment were received and given to the AD bank within six months.
4. The previous APRs for the foreign entity under this UIN have been filed.
5. All dues receivable from the foreign entity have been repatriated to India.
6. The information is true, and false information is a contravention of FEMA.

The auditor's certificate states whether the APR rests on audited or unaudited statements. For unaudited statements, it states that both conditions are met. It confirms that the investor repatriated all dues receivable under the UIN. The auditor checks this against the Foreign Inward Remittance Certificates (FIRCs) issued by the AD bank. The certificate carries the firm's registration number and a UDIN.

The repatriation line has teeth. Regulation 9(4) requires the investor to bring home all dues receivable from the foreign entity within 90 days of the date they fall due. It covers all dues, such as dividend, interest, royalty and fees, and also disinvestment and liquidation proceeds. If a declared dividend sits unpaid past 90 days, the auditor cannot sign the certificate as drafted.

The AD bank's certificate confirms that it holds the evidence of investment required by regulation 9(1). It also confirms that it checked the bona fides and that the previous APRs are reported in the online OID application. It records the date you submitted the APR.

What does the APR contain?

Form APR has twelve parts, a declaration and two certificates. It covers the reporting period, the UIN, the capital structure and control. It then covers two years of results, money repatriated to India, retained earnings, investment back into India and step down subsidiary changes. The table maps each part.

Part of Form APR	What you report	Where the data usually comes from
I. Reporting period	"APR for the period" from and to dates	Foreign entity's accounting year
II. UIN	The Unique Identification Number RBI allotted	First Form FC acknowledgement
III. Capital structure	Indian and foreign holdings, in amount and percent, at year end	Share register of the foreign entity
IV. Control	Whether the Indian entity, individual, trust or society has control	Shareholding and shareholder agreements
V. Shareholding changes	Changes in holdings of Indian residents and foreign partners during the year	Board minutes and share register
VI. Financial position	Net profit or loss, dividend and net worth, for the previous year and the current year	Audited financial statements
VII. Repatriation	Dividend, loan repayment, non equity exports realised, royalty, technical fees, consultancy fees and other receipts, current year and since commencement	Bank records and FIRCs
VIII. Profit	Profit for the current year	Audited financial statements
IX. Retained earnings	Profit retained and reinvested in the entity, worked out under the IMF's Balance of Payments and International Investment Position Manual	Audited financial statements
X. FDI into India	Investment by the foreign entity or its step down subsidiaries into India	Foreign entity and its subsidiaries
XI. Refund of excess share application money	Transaction details, if any	Bank records
XII. Step down subsidiary changes	For each step down subsidiary acquired, set up, wound up or transferred in the year: name, level, country, parent, investment amount and date, NIC 1987 and 2008 codes, stake, financial services flag	Group structure chart

The Form APR notes add five rules that catch careless filers. Figures "since commencement of business" in Part VII must be equal to or more than the current year figures. Negative retained earnings go in as zero. The foreign entity counts as the parent when you number the levels of step down subsidiaries. Where the foreign entity's core activity is outside a strategic sector, its step down subsidiaries must also have limited liability. Dates use the DD/MM/YYYY format, and all amounts go in actuals.

Part X matters for groups that also have foreign investment in India. RBI uses that data point to test the round tripping rule, which we cover below.

How do you file the APR in 2026?

You submit Form APR and its supporting papers to your designated AD bank, in the format and mode that bank asks for. The bank checks it and reports it in RBI's online OID application. There is no RBI portal where a company files its own APR. The 2026 changes did not alter this route.

Paragraph 17(1) of the Master Direction routes all overseas investment reporting "through the designated AD bank". Paragraph 28 says the Centralised Unit or Nodal Office of the AD bank makes the online report, with a maker, a checker and an authoriser. Companies and individuals have no login of their own.

Two portals cause confusion here:

• FIRMS is RBI's Foreign Investment Reporting and Management System for inbound FDI forms such as FC-GPR and FC-TRS. The APR is not filed there. The Master Direction does not mention FIRMS at all.
• PRAVAAH (pravaah.rbi.org.in) is RBI's portal for applications and references. Since 1 Apr 2026, AD banks send overseas investment references to RBI Regional Offices through PRAVAAH, under A.P. (DIR Series) Circular No. 02. A routine APR is a report, not a reference, so it still goes through the OID application.

The filing runs in this order:

1. Get the foreign entity's audited financial statements for the reporting period.
2. Fill Form APR, Parts I to XII, from those accounts and your bank records.
3. Sign the investor's declaration.
4. Get the statutory auditor's or chartered accountant's certificate, with UDIN.
5. Submit the pack to the designated AD bank's branch before 31 December.
6. Answer the bank's queries, which usually concern repatriation and step down subsidiaries.
7. Collect the bank's confirmation that it reported the APR in the OID application.

Document	Who provides it	Note
Form APR, signed by the authorised signatory	Indian entity or resident individual	One for each UIN
Audited financial statements of the foreign entity for the reporting period	Foreign entity and its auditor	Unaudited only if both conditions in the Explanation to regulation 10(4) hold
Certificate by the statutory auditor or chartered accountant, with UDIN	Indian auditor	Part of Form APR
Proof of repatriation of dividend, royalty, fees and other dues	AD bank (FIRCs) and the Indian entity	The auditor verifies these
Shareholding pattern at year end and changes during the year	Foreign entity	For Parts III to V
Step down subsidiary details, with NIC 1987 and 2008 codes	Foreign entity	For Part XII
Evidence of investment (share certificates), if not already given	Indian entity	Due within six months of remittance under regulation 9(1)
Acknowledgements of earlier APRs	Indian entity or AD bank	Supports the declaration on previous APRs
Board resolution and KYC papers	Indian entity	Only if the bank's own process asks for them

To switch banks, paragraph 26 of the Master Direction requires a no objection certificate from the existing AD bank. Do that well before December, not alongside the APR.

What happens if you file the APR late?

A late APR can still be filed with a late submission fee (LSF) within three years of its due date, under regulation 11. For an APR, the LSF is a flat INR 7,500. Until you regularise the delay, regulation 12 blocks any further financial commitment to that entity and any transfer of the investment. After three years, only compounding remains.

The LSF formula

Paragraph 18 of the Master Direction sets the LSF as INR 7,500 + (0.025% × A × n). "A" is the amount involved in the delayed reporting. "n" is the number of years of delay, rounded up to the nearest month and expressed to two decimal places. The notes to the table limit the LSF to 100 percent of A and round it upwards to the nearest hundred. They also say the LSF amount is per return.

Why the APR pays a flat fee

Paragraph 18 splits reporting into two rows. Returns that capture a flow of money take the full formula. Periodic returns that do not capture a flow take INR 7,500 only. The APR is named in the periodic row.

Type of reporting (Master Direction paragraph 18)	Forms	LSF in INR
Periodic reporting that does not capture flows	Form ODI Part II or APR, FLA return, Form OPI, evidence of investment, other periodic returns	7,500
Transactional reporting that captures flows or non fund based commitments	Form ODI Part I, Form ODI Part III, Form FC	7,500 + (0.025% × A × n)
Cap on any LSF	All	100% of A, rounded up to the nearest hundred

So an APR filed one month late and an APR filed 35 months late both cost INR 7,500. The length of the delay matters in two other ways. It keeps regulation 12 in force for longer. And past three years, the LSF option is gone.

Each late APR is a separate return, and paragraph 18 charges the LSF per return. So two missed years for one UIN mean two fees of INR 7,500, or INR 15,000 in all.

How to pay the LSF

Paragraph 18(3) says the LSF may be paid by demand draft in favour of "Reserve Bank of India", payable at the Regional Office concerned. The Master Direction mentions no other mode of payment, such as an online transfer. The prefix of your UIN fixes the Regional Office.

UIN prefix	RBI Regional Office
AH	Ahmedabad
BG	Bengaluru
BL, BY or PJ	Mumbai
BN, CA, GA or GH	Kolkata
CG, JM, JR, KA, ND, PT or WR	New Delhi
HY	Hyderabad
KO or MA	Chennai

Paragraph 18 also sets a 30 day clock. Where RBI issues an advice for the LSF and you do not pay within 30 days, the advice becomes null and void. If you apply again, the date of the new application becomes the reference date for the LSF. For an APR the amount stays INR 7,500, but regulation 12 stays in force meanwhile.

The three year window

Regulation 11(1) allows the LSF route for up to three years from the due date. Regulation 11(2) gave delays under the old FEMA 120/2004-RB regime three years from the 2022 notification. That window closed in August 2025.

APR due date	LSF route open until	Status on 27 Sep 2026
Any due date under the old FEMA 120/2004-RB regime	August 2025 (three years from 22 Aug 2022)	Closed; compounding only
31 Dec 2022	31 Dec 2025	Closed; compounding only
31 Dec 2023	31 Dec 2026	Open, closes on 31 Dec 2026
31 Dec 2024	31 Dec 2027	Open
31 Dec 2025	31 Dec 2028	Open

If you missed the APR due on 31 Dec 2023, file it with the LSF now, well before 31 Dec 2026. From 1 Jan 2027 that APR needs compounding instead of an INR 7,500 fee.

After three years

The Master Direction says a person who neither reports in time nor pays the LSF is liable to penal action under FEMA. The usual way out is compounding before RBI under the Foreign Exchange (Compounding Proceedings) Rules, 2024. RBI's compounding FAQ sets an application fee of INR 10,000 plus GST. The application can go physically or through PRAVAAH. The compounded amount is payable within 15 days of the order. Our note on the FEMA compounding application walks through the file.

What a missed APR blocks

Regulation 12 is the part that hurts in practice. It says a person with a reporting delay "shall not make any further financial commitment ... towards such foreign entity or transfer such investment". The bar covers fund based and non fund based commitments, whether direct or indirect. It lasts "till any delay in reporting is regularised".

That stops a capital call, a shareholder loan, a parent guarantee for a bank facility and a sale of the stake. It does not stop dues flowing back to India. Regulation 9(4) still requires you to repatriate them.

If your overseas file has several gaps, our compliance rescue team maps every UIN before choosing between LSF and compounding.

How does the APR fit with Form FC, disinvestment and other ODI reporting?

The APR is the annual return. Form FC reports each event: the first investment that creates the UIN, every later financial commitment, restructuring and disinvestment. Evidence of investment, the FLA return and Form OPI run on their own clocks. A clean ODI file needs all of them, because the APR declaration and the bank's certificate check the others.

Event or return	Form	Due	Filed with	LSF type
First investment in a foreign entity	Form FC (UIN allotted)	Before the first remittance or commitment	Designated AD bank	Formula
Each later financial commitment (equity, loan, guarantee)	Form FC	At the time of the remittance or commitment, whichever is earlier	Designated AD bank	Formula
Evidence of investment	Share certificates or other documents	Within six months of remittance or capitalisation	Designated AD bank	Flat INR 7,500
Dues receivable from the foreign entity	Repatriation, no form	Within 90 days of falling due (regulation 9(4))	Not applicable	Not applicable
FLA return	FLA return	15 July each year	RBI, on the FLAIR portal	Flat INR 7,500
Annual Performance Report	Form APR	31 December each year	Designated AD bank	Flat INR 7,500
Overseas portfolio investment (not resident individuals)	Form OPI	Within 60 days of the end of each September and March half year	Designated AD bank	Flat INR 7,500
Restructuring of the foreign entity's balance sheet	Form FC, Section F	Within 30 days of the restructuring	Designated AD bank	Formula
Disinvestment, transfer, buyback or liquidation	Form FC, Section G	Within 30 days of receiving the proceeds	Designated AD bank	Formula

Form FC and the UIN

Paragraph 16(3) of the Master Direction says Form FC goes to the AD bank "on or before making initial ODI". The bank reports it in the OID application to get the UIN. For later commitments, paragraph 27(1) gives the bank an extra 15 days to report to RBI. Those 15 days belong to the bank, and your own timeline does not move.

Form FC after the last APR

Section G of Form FC asks for the date of submission of the last APR and the period it covers. It also asks for amounts repatriated since the last APR. No APR is due for the broken period before disinvestment or liquidation. So the Form APR notes let you report transactions since the last APR in Form FC.

Parent guarantees

A corporate guarantee for a foreign subsidiary's borrowing is a financial commitment by way of guarantee under regulation 5 of the OI Regulations. You report it in Form FC.

On 1 Apr 2026, A.P. (DIR Series) Circular No. 01 prescribed quarterly Form GRN returns on RBI's CIMS portal. These returns serve the Foreign Exchange Management (Guarantees) Regulations, 2026 (Notification No. FEMA 8(R)/2026-RB, 6 Jan 2026).

Regulation 4(c) of those Guarantees Regulations excludes a guarantee given in accordance with the OI Regulations. So a parent guarantee for an ODI entity stays in Form FC and does not go in Form GRN.

The FLA return

Indian entities with ODI also file the annual FLA return by 15 July, as RBI's FLA FAQ states. The FLA can go in on provisional figures and be revised once audited accounts are ready. The APR cannot. Our note on the FLA return due date covers the FY 2025-26 cycle.

Valuation

A disinvestment or a new investment at a price needs a valuation under the OI pricing rules, which feeds Form FC. Our valuation reports page sets out what we prepare. For one owner of the whole ODI calendar, our FEMA compliance team runs Form FC, APR, FLA and Form OPI together.

How does the APR work when a foreign owned Indian company invests abroad?

A foreign owned Indian company is an Indian entity under the OI Rules. When it invests abroad, it files the APR for each foreign entity, exactly as an Indian owned company would. The foreign parent does not file, and its group accounts do not replace the APR. The foreign entity's own year end sets the due date.

Take a US group whose Indian subsidiary sets up a company in Dubai to serve the Gulf. The Indian subsidiary then carries the whole ODI file for the Dubai company. That file holds the UIN, every Form FC, the APR, the FLA return and the repatriation record.

The two layer rule

Paragraph 20(2) of the Master Direction restates the round tripping limit. A person resident in India may not make a financial commitment in a foreign entity that has invested in India or later does so. The bar applies where the result is "a structure with more than two layers of subsidiaries". Part X of the APR asks for any FDI into India by the foreign entity or its step down subsidiaries. That is where RBI and the AD bank look first.

Group audit timetables

We often see a regional entity's own audit slip behind the group audit. The APR needs the foreign entity's own audited statements, because the Indian subsidiary has control. Put that entity's audit on the group calendar with a 31 December deadline.

The tax side

The APR is a FEMA return. Transactions between the Indian company and its overseas subsidiary still need the transfer pricing report. Under the Income Tax Rules, 2026 that report is Form 48 (earlier Form 3CEB), under section 172 of the Income Tax Act, 2025. The APR's repatriation figures and the Form 48 figures should reconcile.

Our foreign subsidiary compliance guide lists the wider set of filings. The compliance calendar for 2026-27 puts them in date order.

What changed in 2026

Nothing in 2025 or 2026 changed the APR's due date, form, accounts basis, exemptions or late fee. The changes that touch an ODI file are about where RBI handles references, and about late fee windows that closed or are closing. The table sets out each change with its date and instrument.

Date	Earlier position	Position now	Instrument	Effect on the APR
22 Aug 2022	APR in Form ODI Part II under FEMA 120/2004-RB	APR in Form APR under regulation 10(4)	FEMA 400/2022-RB; A.P. (DIR Series) Circular No. 12	Base rules still in force
24 Jul 2024	Directions stood as a circular	Directions carried in the Master Direction on Overseas Investment	FED Master Direction No. 15/2024-25 (RBI/FED/2024-25/121)	No change to the APR
August 2025	LSF available for delays under FEMA 120/2004-RB	Three year window from 22 Aug 2022 closed	Regulation 11(2)	Old regime delays now need compounding
28 Nov 2025	Master Direction referred to the old KYC Master Direction	Reference removed	A.P. (DIR Series) Circular No. 16	No change to the APR
31 Dec 2025	LSF available for APRs due 31 Dec 2022	Window closed	Regulation 11(1)	Compounding only for those APRs
6 Jan 2026 and 1 Apr 2026	Guarantees Regulations, 2000 (FEMA 8/2000-RB)	Guarantees Regulations, 2026 (FEMA 8(R)/2026-RB); quarterly Form GRN returns on CIMS from 1 Apr 2026	FEMA 8(R)/2026-RB; A.P. (DIR Series) Circular No. 01 (RBI/2026-27/02)	None; regulation 4(c) excludes guarantees given under the OI Regulations
1 Apr 2026	Overseas investment references handled at RBI's Central Office	References go to seven Regional Offices by UIN prefix, through PRAVAAH	A.P. (DIR Series) Circular No. 02 (RBI/2026-27/03)	APR still filed with the AD bank; references about it go to the Regional Office
24 Jun and 8 Sep 2026	Older formats and circulars under FEMA	Some returns modified; redundant circulars withdrawn	A.P. (DIR Series) Circulars No. 17, No. 18 and No. 21	None; the Master Direction on Overseas Investment cites none of them
31 Dec 2026	LSF available for APRs due 31 Dec 2023	Window closes	Regulation 11(1)	File before this date to stay on the INR 7,500 route

The Master Direction carries a footnote for each amendment. On 27 Sep 2026 they cite only three circulars: No. 09 of 7 Jun 2024 on portfolio investment in funds, No. 16 of 28 Nov 2025 and No. 02 of 1 Apr 2026.

None of the three amends paragraph 17 on reporting or paragraph 18 on the LSF. The Form APR that RBI hosts is still the version issued with the 22 Aug 2022 framework.

Worked example

IndCo Private Limited is an Indian company in Gurugram with a 31 March year end. It has two overseas investments. SingCo is a Singapore subsidiary, 100 percent owned, with a 31 March year end. GulfCo is a UAE joint venture with a 31 December year end. IndCo owns 40 percent of GulfCo and a UAE partner owns 60 percent.

Due dates for the 2026 cycle

SingCo's year ended 31 Mar 2026, so its APR is due by 31 Dec 2026. GulfCo's year ended 31 Dec 2025. Its APR is also due by 31 Dec 2026, because a 31 December year end moves to 31 December of the next year. GulfCo's year ending 31 Dec 2026 will be due by 31 Dec 2027.

Which accounts each entity needs

IndCo controls SingCo. Suppose SingCo qualifies for an audit exemption under Singapore law. The unaudited option still does not apply, because IndCo has control. SingCo needs audited accounts for the APR.

IndCo's 40 percent shareholding in GulfCo carries 40 percent of the voting rights. Under the OI definition, 10 percent or more of the voting rights is control. GulfCo's APR also needs audited accounts.

Who files and certifies

IndCo files both APRs, one for each UIN. The UAE partner is not a person resident in India, so the highest stake rule does not shift the duty. IndCo's statutory auditor signs the certificate on each APR, with a UDIN. The designated AD bank adds its certificate and reports both in the OID application.

The fee on a late APR

Suppose IndCo missed GulfCo's previous APR. That APR covered the year ended 31 Dec 2024 and was due by 31 Dec 2025. IndCo files it on 31 Aug 2026, eight months late.

Item	SingCo APR (2026 cycle)	GulfCo APR (2026 cycle)	GulfCo APR (late, previous cycle)
Accounting year	1 Apr 2025 to 31 Mar 2026	1 Jan 2025 to 31 Dec 2025	1 Jan 2024 to 31 Dec 2024
Due by	31 Dec 2026	31 Dec 2026	31 Dec 2025
Accounts basis	Audited (IndCo has control)	Audited (IndCo has control)	Audited
Certified by	IndCo's statutory auditor	IndCo's statutory auditor	IndCo's statutory auditor
Filed on	Plan by 30 Nov 2026	Plan by 30 Nov 2026	31 Aug 2026
Delay	None	None	8 months
LSF in INR	Nil	Nil	7,500
LSF route open until	Not needed	Not needed	31 Dec 2028

The LSF on the late APR is INR 7,500. The eight month delay does not change it, because the APR is periodic reporting. The delay matters for regulation 12. Say GulfCo made a capital call of USD 200,000 in June 2026. IndCo could not remit it until the late APR was filed and the LSF paid. The call waited about two months.

A late Form FC for contrast

Suppose IndCo also gave a corporate guarantee for SingCo's bank loan on 1 Jan 2026. It reported the guarantee in Form FC on 20 Aug 2026. Assume the rupee value of the guarantee, A, is INR 6,00,00,000 (INR 6 crore), for illustration.

Step	Working	Result
Delay	1 Jan 2026 to 20 Aug 2026 is 7 months and 19 days, rounded up	8 months
n	8 ÷ 12 = 0.6667, expressed to two decimals	0.67
Variable part	0.025% × 6,00,00,000 × 0.67 = 15,000 × 0.67	INR 10,050
Fixed part	Master Direction paragraph 18	INR 7,500
LSF before rounding	7,500 + 10,050	INR 17,550
Rounding	Upwards to the nearest hundred (notes to paragraph 18)	INR 17,600
Cap check	100% of A is INR 6,00,00,000	Cap does not bite

The same eight months cost INR 7,500 on the APR and INR 17,600 on the guarantee. On a larger guarantee, or a delay close to three years, the Form FC fee grows fast. The APR fee does not.

Common mistakes

1. Assuming the APR follows the Indian year. The foreign entity's accounting year sets the date. Fix: list every UIN with the foreign entity's year end and the resulting 31 December.
2. Skipping the foreign audit for a wholly owned subsidiary. The unaudited option needs both no control and no host audit mandate. Fix: order the foreign audit early for every entity you control, even if home law exempts it.
3. Treating a small stake as exempt when there is also a loan. The exemption needs equity as the only financial commitment. Fix: check the Form FC history for loans and guarantees before you skip an APR.
4. Filing one APR for a group. RBI tracks each foreign entity by UIN. Fix: file one APR for each UIN, with step down subsidiaries in Part XII.
5. Leaving dues unrepatriated. The declaration and the auditor's certificate both confirm repatriation, and regulation 9(4) gives 90 days. Fix: collect declared dividends, royalty and fees before the APR goes in.
6. Applying the LSF formula to an APR. The formula is for flow returns such as Form FC. Fix: budget a flat INR 7,500 for each late APR, and check the bank's advice against paragraph 18.
7. Letting the three year window lapse. After it, only compounding is left. Fix: file any APR due on 31 Dec 2023 before 31 Dec 2026.
8. Planning a capital call while an APR is overdue. Regulation 12 blocks it. Fix: clear every pending report for the entity before you commit more money or sell.
9. Missing a step down subsidiary change. Clause (c) of the Explanation to regulation 10(4) puts it in the APR. Fix: ask the foreign entity for a year end structure chart, compare it with last year's chart, and report every change in Part XII.
10. Looking for the APR on FIRMS. It is not there. Fix: file with the designated AD bank and keep its OID acknowledgement.

APR filing checklist

1. List every foreign entity you hold as ODI, with its UIN, stake, control position and accounting year end.
2. Mark each entity's due date, moving a 31 December year end to 31 December of the next year.
3. Test each entity against the three exemptions: equity only below 10 percent without control, liquidation, and the broken period at disinvestment.
4. Decide the accounts basis for each entity, using both conditions in clause (a) of the Explanation to regulation 10(4).
5. Schedule the foreign entity's audit so the signed accounts reach you at least six weeks before 31 December.
6. Reconcile dividend, royalty, fees and loan repayments with the FIRCs, and repatriate anything overdue under regulation 9(4).
7. Collect the year end shareholding pattern and the step down subsidiary details, with NIC codes.
8. Complete Form APR, Parts I to XII, in actuals with SWIFT currency codes.
9. Obtain the certificate from the statutory auditor or chartered accountant, with UDIN.
10. Submit the pack to the designated AD bank and get its confirmation of reporting in the OID application.
11. File any overdue APR with the INR 7,500 LSF, paying by demand draft to the Regional Office for your UIN prefix.
12. Record the acknowledgement date so next year's declaration on previous APRs is accurate.

If you would like us to review an overdue or complex APR file, send the UIN list through our contact page.

Frequently Asked Questions

Is Form APR the same as Form ODI Part II?+

Yes. Form APR does the job Form ODI Part II did under the old FEMA 120/2004-RB regime. Since 22 Aug 2022, regulation 10(4) of the Overseas Investment Regulations, 2022 requires the report in Form APR. The late fee table in paragraph 18 of RBI's Master Direction on Overseas Investment still names both, as "Form ODI Part II/APR".

Does a resident individual with shares in a foreign company need to file an APR?+

Yes, if the holding counts as ODI and no exemption applies. Any unlisted foreign equity is ODI. A resident individual holding less than 10 percent without control, with equity as the only commitment, is exempt under the proviso to regulation 10(4). Where an APR is due, paragraph 17(3) of the Master Direction requires a chartered accountant to certify it.

Do I file a separate APR for each step down subsidiary?+

No. You file one APR for each foreign entity that has a UIN. Clause (c) of the Explanation to regulation 10(4) requires you to report, inside that APR, any step down subsidiary acquired, set up, wound up or transferred during the year. Part XII of Form APR captures each such subsidiary's name, level, country, stake, investment and NIC codes.

What is the late submission fee for an APR?+

The late submission fee for an APR is a flat INR 7,500, under paragraph 18 of RBI's Master Direction on Overseas Investment. The formula of INR 7,500 plus 0.025% of the amount times the years of delay applies to flow returns such as Form FC. The APR is periodic reporting, so the delay does not raise the fee within the three year window. The fee is per return, so each late year costs INR 7,500.

Can I pay the late submission fee online?+

Paragraph 18(3) of RBI's Master Direction on Overseas Investment provides for a demand draft in favour of "Reserve Bank of India". The draft is payable at the Regional Office mapped to your UIN prefix. The Master Direction mentions no online mode of payment for the LSF. If RBI issues an advice and you do not pay within 30 days, the advice lapses.

What happens if an APR is more than three years late?+

Regulation 11(1) allows the late submission fee route only up to three years from the due date. After that, the delay stays a contravention of FEMA. The usual route is compounding before RBI under the Foreign Exchange (Compounding Proceedings) Rules, 2024. RBI's compounding FAQ sets an application fee of INR 10,000 plus GST, and payment within 15 days of the order.

Is an APR needed if the foreign company made a loss or has no operations?+

Yes. The exemptions in regulation 10(4) cover a small equity only stake without control, an entity under liquidation and the broken period at disinvestment. A loss, nil revenue or a dormant status is not among them. The APR simply reports the loss and the net worth, on audited accounts unless both conditions for unaudited accounts hold.

Do I need an APR for a foreign entity that is being wound up?+

No APR is due once the liquidation process has started. The proviso to regulation 10(4) exempts a foreign entity under liquidation, and the Form APR notes fix the date as the start of the liquidation process. Transactions since the last APR go in Form FC. Proceeds must come back within 90 days of distribution under regulation 9(4).

Do I file an APR for the year in which I sell my stake?+

Not for the broken period. The Form APR notes exempt the part year before disinvestment. You report the sale, transfer, buyback or closure in Section G of Form FC within 30 days of receiving the proceeds, under regulation 10(2). APRs for all complete years before the sale must already be on record.

Is the APR filed on the RBI FIRMS portal?+

No. FIRMS handles inbound FDI reporting such as FC-GPR and FC-TRS. Under paragraph 17(1) of RBI's Master Direction on Overseas Investment, overseas investment reporting goes through the designated AD bank. The bank reports the APR in RBI's online OID application. Since 1 Apr 2026, the PRAVAAH portal carries references to RBI's Regional Offices, but not routine APRs.

Is the APR the same as the FLA return?+

No. The FLA return goes to RBI's Department of Statistics and Information Management on the FLAIR portal, by 15 July each year, under regulation 10(5). It may use provisional figures. The APR goes to the AD bank by 31 December, on audited figures, for each foreign entity. An Indian entity with ODI usually files both.

Who files the APR when two Indian companies each hold 50 percent?+

Regulation 10(4) says that where holdings are equal, the APR may be filed jointly by the holders. Paragraph 17(3) of RBI's Master Direction on Overseas Investment also allows one investor to file after the other authorises it. Agree the route in writing, so the declaration on previous APRs matches the bank's record for that UIN.

Does a 5 percent stake in an unlisted foreign startup need an APR?+

The stake is ODI, because any unlisted foreign equity is ODI under RBI's Master Direction on Overseas Investment. But the proviso to regulation 10(4) exempts it from the APR if you have no control and equity is your only financial commitment. A convertible note, loan or guarantee to the startup would bring the APR back.

Does an overdue APR stop dividends from coming back to India?+

Regulation 12 bars further financial commitment to the foreign entity and any transfer of the investment until the delay is regularised. It does not bar the receipt of dividend, royalty or fees from the entity. Regulation 9(4) still requires you to repatriate those dues within 90 days of their due date. File the overdue APR anyway, because the next capital call will need it.

Does the auditor's certificate on the APR need a UDIN?+

Yes. Form APR includes a certificate by the statutory auditor or chartered accountant with space for the signature, stamp, firm name, registration number and UDIN. The certificate states whether the APR rests on audited or unaudited statements. It also confirms, against the Foreign Inward Remittance Certificates, that all dues under the UIN were repatriated.

Which RBI office deals with my APR questions after April 2026?+

A.P. (DIR Series) Circular No. 02 of 1 Apr 2026 moved overseas investment references from RBI's Central Office to seven Regional Offices. The office depends on your UIN prefix; for example, ND goes to New Delhi and BG to Bengaluru. Your AD bank sends the reference through PRAVAAH. The LSF demand draft is payable at the same office.

Does the APR replace the transfer pricing report on overseas subsidiary transactions?+

No. The APR is a FEMA return to RBI through the AD bank. Transactions between an Indian company and its overseas subsidiary still need the accountant's report under section 172 of the Income Tax Act, 2025, filed in Form 48 (earlier Form 3CEB). The repatriation figures in the APR should reconcile with Form 48.

Can I change my AD bank before filing the APR?+

Yes, but plan it early. Paragraph 26 of RBI's Master Direction on Overseas Investment requires all transactions for a foreign entity to go through one designated AD bank. To switch, you approach the new bank with a no objection certificate from the existing one. Complete the switch well before 31 December, so the APR goes to the bank that holds the UIN file.

Sources

• Reserve Bank of India, Foreign Exchange Management (Overseas Investment) Regulations, 2022, Notification No. FEMA 400/2022-RB, 22 Aug 2022, https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12380&Mode=0
• Reserve Bank of India, Foreign Exchange Management (Overseas Investment) Directions, 2022, RBI/2022-2023/110, A.P. (DIR Series) Circular No. 12, 22 Aug 2022, https://rbi.org.in/scripts/NotificationUser.aspx?Mode=0&Id=12381
• Reserve Bank of India, Master Direction on Overseas Investment, RBI/FED/2024-25/121, FED Master Direction No. 15/2024-25, 24 Jul 2024, updated as on 1 Apr 2026, https://rbi.org.in/scripts/NotificationUser.aspx?Mode=0&Id=12710
• Reserve Bank of India, Form APR (Annual Performance Report) with notes, 22 Aug 2022, https://www.rbi.org.in/hindi1/Upload/Returns/PDFs/FORM%20APR%2022082022C172346CFDD64D89979E63A2492C53B8.PDF
• Reserve Bank of India, Form FC with instructions, https://www.rbi.org.in/hindi1/Upload/Returns/PDFs/FORM%20FC7DF68A285653466B9DA18CEBEDCA3263.PDF
• Reserve Bank of India, Overseas Investment, Submission of References to the Reserve Bank, RBI/2026-27/03, A.P. (DIR Series) Circular No. 02, 1 Apr 2026, https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=13359&Mode=0
• Reserve Bank of India, Reporting under FEMA, Returns pertaining to Foreign Exchange Management (Guarantees) Regulations, 2026, RBI/2026-27/02, A.P. (DIR Series) Circular No. 01, 1 Apr 2026, https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=13358&Mode=0
• Reserve Bank of India, Foreign Exchange Management (Guarantees) Regulations, 2026, Notification No. FEMA 8(R)/2026-RB, 6 Jan 2026, https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=13269&Mode=0
• Reserve Bank of India, Modification of Returns and Reporting requirements under FEMA, 1999, RBI/2026-27/174, A.P. (DIR Series) Circular No. 17, 24 Jun 2026, https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=13550&Mode=0
• Reserve Bank of India, Review of Circulars issued under FEMA, RBI/2026-27/175, A.P. (DIR Series) Circular No. 18, 24 Jun 2026, https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=13551&Mode=0
• Reserve Bank of India, Review of Circulars issued under FEMA, RBI/2026-27/254, A.P. (DIR Series) Circular No. 21, 8 Sep 2026, https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=13696&Mode=0
• Reserve Bank of India, FAQs on the Foreign Liabilities and Assets (FLA) Return, updated 1 Jul 2026, https://www.rbi.org.in/commonman/english/scripts/FAQs.aspx?Id=1171
• Reserve Bank of India, FAQs on Compounding of Contraventions under FEMA, 1999, updated 1 Oct 2024, https://www.rbi.org.in/commonman/english/scripts/FAQs.aspx?Id=835
• Ministry of Finance (Press Information Bureau), Overseas investment rules and regulations notified, 22 Aug 2022, https://www.pib.gov.in/PressReleasePage.aspx?PRID=1853679
• Ministry of Finance, Foreign Exchange Management (Overseas Investment) Rules, 2022, G.S.R. 646(E), 22 Aug 2022, linked from the PIB release above (definitions quoted here as restated in paragraph 1 of the RBI Master Direction), https://egazette.nic.in/WriteReadData/2022/238239.pdf
• Income Tax Department, FAQs and guidance notes on forms under the Income Tax Rules, 2026 (Form 48, earlier Form 3CEB), https://www.incometaxindia.gov.in/faqs-and-guidance-notes-on-forms-as-per-income-tax-rules-2026