RBI · FEMA · Overseas investment
RBI APR Filing for Overseas Investment: Deadline, Audit Rules & Checklist
Indian residents with overseas direct investment may need to file an Annual Performance Report for each foreign entity. Understand the current deadline, exemptions, audit requirement, AD-bank process and what to do if an earlier APR was missed.
Quick Summary
APR is an annual FEMA reporting requirement linked to overseas direct investment.
A person resident in India whose equity investment in a foreign entity is treated as ODI generally has to submit an Annual Performance Report (APR) for each applicable foreign entity.
The normal deadline is 31 December. Where the foreign entity's accounting year ends on 31 December, the APR is due by 31 December of the following year.
The filing is made through the designated authorised dealer, or AD, bank. The APR is normally based on audited financial statements, with a limited unaudited route where the resident investor has no control and the host jurisdiction does not require an audit.
Applicability
Who must file an APR?
Under Regulation 10(4) of the Foreign Exchange Management (Overseas Investment) Regulations, 2022, a person resident in India who has acquired equity capital in a foreign entity that is reckoned as ODI must submit an APR for each foreign entity every year, unless an exemption applies.
This can include Indian companies and LLPs as well as resident individuals. The requirement is tied to the nature of the overseas investment, not simply to whether the investor describes the overseas business as a subsidiary or joint venture.
Where more than one Indian resident has made ODI in the same foreign entity, the person holding the highest stake is generally responsible for the APR. If the holdings are equal, the APR may be filed jointly. RBI directions also allow one investor to be authorised by the others for a joint filing.
Exceptions
When is an APR not required?
The regulations provide two important exemptions.
| Situation | APR position |
|---|---|
| Less than 10% equity, no control, and no financial commitment other than equity | APR reporting is not required. |
| Foreign entity is under liquidation | APR reporting is not required from the date the liquidation condition applies. |
| 10% or more, or control exists, or there is another financial commitment | Do not rely on the small-holding exemption; review the APR requirement. |
The exemption is conjunctive: merely holding less than 10% is not enough if there is control or another financial commitment such as a loan, guarantee or pledge.
Financial statements
Does the foreign entity need audited accounts for APR?
The default rule is that the APR is based on the foreign entity's audited financial statements.
Unaudited financial statements may be used only where both conditions are satisfied: the Indian resident does not have control in the foreign entity, and the laws of the host country or jurisdiction do not mandate an audit. In that case, the unaudited statements must be certified by the statutory auditor of the Indian entity, or by a chartered accountant where statutory audit is not applicable.
| Indian investor's position | Host jurisdiction requires audit? | APR basis |
|---|---|---|
| Has control | Yes or no | Audited financial statements |
| No control | Yes | Audited financial statements |
| No control | No | Unaudited statements may be used, with required certification |
Common trap
A foreign company may not need a local audit, but its APR still can.
This is particularly relevant for wholly owned overseas subsidiaries. A foreign company may qualify for an audit exemption under its local corporate law, but that does not automatically make unaudited accounts acceptable for India's APR.
If the Indian investor has control, the limited unaudited route in the OI Regulations is not available. Businesses should therefore determine the audit requirement early and discuss the expected documentation with their designated AD bank.
Practical workflow
How should an Indian business prepare for APR filing?
A useful starting point is to map every foreign entity against the Indian investor's ODI records before the year-end filing rush.
- Identify the foreign entity, UIN, ownership percentage and whether the Indian investor has control.
- List financial commitments including equity, loans, guarantees and pledges.
- Confirm the foreign entity's accounting year-end and whether audited statements will be required.
- Reconcile the foreign accounts with the Indian records for equity remitted, loans, interest, guarantees, dividends and other amounts received.
- Identify acquisitions, transfers or winding-up of step-down subsidiaries and changes in the foreign entity's shareholding during the reporting year.
- Check earlier APRs and other overseas-investment reporting for gaps before submitting the current filing.
- Complete the APR and certification, then submit it through the designated AD bank and retain acknowledgement of filing.
Do not confuse the filings
APR and the FLA return are separate.
An APR reports the performance and specified changes relating to an overseas entity in which the Indian resident has ODI. The Annual Return on Foreign Liabilities and Assets (FLA) is a separate RBI reporting requirement for applicable Indian entities.
Filing an APR does not by itself discharge an applicable FLA obligation, and filing an FLA return does not replace the APR.
Delayed reporting
What if an earlier APR was missed?
RBI's current overseas-investment directions allow delayed APR reporting to be regularised through the designated AD bank with a Late Submission Fee. For APR, the current LSF matrix specifies ₹7,500 per return.
The LSF facility is available up to three years from the due date of the delayed reporting. Regulation 12 also restricts further financial commitment in the foreign entity, and transfer of the investment, until the reporting delay is regularised.
If the delay falls outside the LSF window or there are other FEMA contraventions, the appropriate regularisation route should be reviewed on the specific facts rather than assuming the ₹7,500 LSF resolves every issue.
Watch the explainer
RBI APR Filing: 31 December Deadline
This CBTD video explains who should check the APR requirement, why audit status matters and why businesses with overseas entities should prepare before the December deadline.
APR / ODI compliance review
Does your Indian business have an overseas subsidiary, JV or other ODI?
Share the basic structure and filing position. We can coordinate a CA review of the APR requirement, audit basis, earlier reporting gaps and AD-bank filing process.
Start with a free 10-minute CA call.
Current-cycle preparation
APR checklist before 31 December
- List every foreign entity and its UIN.
- Confirm stake, control and all financial commitments.
- Decide whether audited financial statements are required.
- Engage the overseas auditor early where an audit is needed.
- Reconcile the foreign accounts with Indian ODI and remittance records.
- Check step-down subsidiary and shareholding changes for the reporting year.
- Identify any earlier APR or overseas-investment reporting gap.
- Allow time for certification and AD-bank queries rather than filing on the final day.
Primary references
RBI material used for this guide
- RBI: Foreign Exchange Management (Overseas Investment) Regulations, 2022
- RBI: Foreign Exchange Management (Overseas Investment) Directions, 2022
The article also incorporates practical preparation points from CA Samir Mahajan's September 2026 APR note. AD-bank requirements and the facts of a particular overseas investment should be checked before filing.
FAQs
APR questions for Indian investors with overseas entities
What is the APR filing deadline?
An APR is generally due by 31 December every year. Where the foreign entity's accounting year ends on 31 December, the APR is submitted by 31 December of the following year.
Does every small overseas shareholding require an APR?
No. An exemption applies where the Indian resident holds less than 10% of the foreign entity's equity capital without control and has no other financial commitment other than equity. A foreign entity under liquidation is also exempt from APR reporting under Regulation 10(4).
Can I use unaudited accounts for APR?
Only in the limited case where the Indian resident has no control and the host jurisdiction does not mandate audit. The unaudited financial statements then require the certification specified under the RBI framework.
What if our wholly owned US or UK subsidiary does not need a local audit?
Local audit exemption does not automatically permit unaudited accounts for APR. If the Indian investor has control, the limited unaudited route is not available under Regulation 10(4).
What is the Late Submission Fee for a delayed APR?
Under the current RBI LSF matrix, delayed APR reporting carries an LSF of ₹7,500 per return. The LSF route is available up to three years from the reporting due date.
Is APR the same as the FLA return?
No. They are separate reporting requirements. An Indian entity may have an FLA obligation in addition to APR reporting.
APR due 31 December
Check the filing and audit position before December becomes the bottleneck.
If your Indian company, LLP or resident investment structure has an overseas entity, share the facts and the APR issue you need reviewed.
Disclaimer: This guide is general information and is not legal, tax, FEMA, banking, accounting or professional advice. APR applicability, certification, audit and regularisation depend on the facts and the rules and directions in force at the relevant time.