Introduction
The APR filing due date 2026 for Financial Year 2025–26 is 31 December 2026. Maintaining the Annual Performance Report (APR) is a legal formality for Indian companies or individuals who invested abroad through Joint Ventures or Wholly Owned Subsidiaries, by following the process of Overseas Direct Investment (ODI). The APR annual filing helps the RBI (Reserve Bank of India) to maintain capital flow outside the country, including regulatory oversight, and streamlines approval for outward remittances.
On-time APR ODI annual filing avoids challenges to international operations and keeps the entity credible in front of international investors. Missing the APR deadline (31st December annually) triggers a heavy late submission penalty, which starts with ₹7,500, compounding penalties up to 300% of the total foreign investment and blocking the process of outward remittances. Let's dive into this guide to explore what the APR due date is for FY 2025-26, penalties for late filing, and how to file ODI APR.
Key Takeaways
- APR annual filing is a statutory formality under FEMA, administered by the Reserve Bank of India (RBI ).
- APR due date for FY 2025-26 is December 31, 2026. Indian investors who hold ODI status are required to file on or before 31st December.
- Through the APR, the RBI tracks total Indian capital invested abroad via ODI (Overseas Direct Investment).
- Late filing of the APR annual return attracts a flat penalty of ₹7,500 per return, with compounding penalties up to 300% of the investment.
- The foreign remittances will freeze if the default continues even after receiving the notice.
What is an Annual Performance Report (APR)?
Annual Performance Report (APR) is an annual filing requirement, governed by the Foreign Exchange Management Act (FEMA), 1999. Meanwhile, the APR framework falls under the Foreign Exchange Management (Overseas Investment) Rules and Regulations, 2022. APR RBI filing is a formal annual compliance requirement that is maintained by Indian entities or individuals who have made an Overseas Direct Investment (ODI) in Joint Venture (JVs) or Wholly-Owned Subsidiaries (WOS). APR (Annual Performance Report) must be filed on or before 31st December every year. The ODI-registered Indian entities are required to file APR with their designated Authorized Dealer (AD) Category-I Bank.
Have You Read?
Historically, APR was called Form ODI Part III, pre-2022 amendment. Following a series of significant modifications, compliance tracking for APR filing was reformulated and renamed as Form ODI Part II. Now, APR is filed as Form ODI Part II (or simply known as Form APR).
Who Needs to File APR?
APR (Annual Performance Report) filing is mandatory for each Indian entity or individual who made the Overseas Direct Investment (ODI) in Joint Ventures (VJs) or Wholly Owned Subsidiaries (WOS). Here is the complete checklist of the parties who should file the APR before its annual deadline:
- Indian Companies & Corporate Entities: Private Limited Companies, Public Companies, LLP’s, and Registered Partnership Firms that have supplied funding for foreign subsidiaries/joint ventures. Public Sector Undertakings (PSUs), registered Trusts, and Societies with ODI holding are also included to file the APR annually.
- Resident Individuals: Indian resident individuals who have accepted equity capital that qualifies as ODI (e.g., controlling stakes or direct business equity in an unlisted foreign entity.
- Dormant / Non-Operational Overseas Subsidiaries: APR filing is compulsory for each dormant/ non-operational overseas subsidiaries who made the Overseas Direct Investment (ODI) in JVs or WOS, regardless of revenue or operational activity. Annual compliance filing is mandatory until investment and UIN (Unique Identification Number) exist.
Special Rules for Multiple Investors
What if multiple Indian investors hold equity in the same foreign entity? That’s where special rules work, which are designed to streamline formalities related to APR (Annual Performance Report).
- Higher Stake Rule: In case there are numerous Indian investors equal in number in a foreign entity, the APR should only be filed by the one who has the maximum stake. The annual compliance is filed by the higher percentage staker on behalf of the other investors.
- Equal Stake Rule: If Indian investors hold equal percentage stakes in the same foreign entity, then the APR is filed after mutual interaction between all investors. But the APR is filed only by one investor on everyone’s behalf.
When You Cannot File the APR- Exemption?
If any Indian investor is holding less than 10% equity capital without control in a foreign entity. As per the Reserve Bank of India regulations under the Overseas Investment Rules, you do not need to file the APR (Annual Performance Report) form in the following cases:
- Indian investor does not need to file the APR if it holds less than 10% equity control in the foreign entity, including those that have no financial commitment.
- If your investment is declared as Overseas Portfolio Investment (OPI), then you do not need to file the APR.
- If a business is set up abroad but permanently closed, legally not existing, and not handling any listing accounts, then APR filing is not mandatory.
APR Filing Due Date for FY 2025-26
The RBI (Reserve Bank of India) strictly enforces that the APR must be filed on the fixed timeline regardless of the foreign entity’s local financial year. The APR (Annual Performance Report). The timetable for APR filing is shown as follows:
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Pro Tip: Start preparing the financial reports and balance sheet at least 120-90 days before the APR due date in 2026. Planning beforehand enables you to streamline outreach and conversion tasks, enabling you to submit all transactions in advance without getting stressed at the last minute.
What Documents Are Required to File APR in ODI?
Before filing the Annual Performance Report (APR) with your Authorized Dealer (AD) Category-I bank via Form ODI II, you have to first gather all required documents. The following are the APR documents that you are required to prepare before filing:
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UIN (Unique Identification Number)
It is issued by the RBI and comes with a 13-digit number issued for JV/WOS. It must be active and correctly mapped on the entity and other structures.
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Foreign Entity’s Financial Statement
Current updated balance sheet, profit & loss account, and notes to accounts for the overseas JV/WOS. The control stage depends on whether these are to be audited or not.
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Proof of Investment
A valid proof that determines that you hold specific equity in a foreign entity. The investment history must also be recorded with your authorized bank.
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Board Resolution:
Authorizing the signatory for APR submission and naming the authorized signatory.
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Auditor’s Certificate
The statutory auditor certification in accurate format must be attached on the last page of ODI Form-II alongside the company stamp and signature of the authorized signatory.
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Repatriation Proof
Bank advice document or FIRC (Foreign Inward Remittance Certificate) for dividends/royalties received.
How to File the Form ODI Part II: Complete Filing Process
To report the annual performance and financial status, Indian investors with financial commitment in Joint Venture (JVs) or wholly-owned subsidiaries (WOS) abroad are required to file the APR every 31st December of each year. The filing process is as follows:
Step 1: Prepare Required Documents
Before starting the filing process, the Indian investor is first required to prepare all supporting documents and details. Collect the UIN, audited financial statement, repatriation records, and chartered accountant/CPA certification.
Step 2: Enter Entity & Ownership Details
Must fill out the details section-wise; start by mentioning the information of the entity such as the legal name of the foreign entity, country of incorporation, date of incorporation, and UIN. In the ownership section, mention the Percentage of equity held by the Indian Party/Individual and other foreign partners.
Step 3: Financial & Operational Details
In financial metrics, you are required to mention the total assets, net worth, and total liabilities. Meanwhile, in the operational metrics section, mention the gross turnover, revenue, profit/loss before tax, and loss/profit after tax.
Step 4: Financial Commitment & Repatriation
You are required to mention the details of the guarantee issued, loan extended, and additional capital injected during the financial year. Meanwhile, required details related to income repatriated in India vs entitlement.
Step 5: Verification and Certification
The authorized signatory must sign and stamp each page of the ODI Form-II. Furthermore, the chartered accountant in India must verify all documents and details against the foreign entity’s financial records.
Step 6: Details Submission to AD Bank
In the end, the details must be submitted to your designated Authorized Dealer (AD) bank. The AD bank directly reports APR data to the RBI’s FIRMS portal.
Penalties and Consequences for APR Late-filing or Non-filing
APR (Annual Performance Report) filing is more than a legal requirement for Indian entities that invested in JVs or WOS abroad. Missing the 31st December deadline results in strict legal action. Late APR filing or missing its due date triggers monetary, operational, and statutory consequences. The major consequences include:
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Winding Up
Managing the statutory and financial operations is non-negotiable to make international operations seamless. To avoid operational friction, must ensure that you meet all ODI (Overseas Direct Investment) compliance formalities, including APR annual filing (filed 31st December every year). Start preparing for annual filing mid June-junly to avoid late filing consequences. Prepare all supporting documents in advance and keep financial records to make the annual filing process faster and error-free.
Delay in filing the APR ODI results in immediate strict penalties such as Late Submission Fee (LSF), blocked remittances, and severe RBI regulatory penalties. But all these challenges can be managed on a single platform, as JustStart helps Indian investors comply with all RBI formalities.
Frequently Asked Questions (FAQs)
- Who must file the Annual Performance Report (APR)?
Ans. Filing the APR is mandatory for each Indian entity or individual who has made the Overseas Direct Investment (ODI) in a Joint Venture (JV) or a Wholly Owned Subsidiary (WOS).
- What is the due date for APR filing under FEMA in 2026?
Ans. APR filing due date is December 31, 2026 (every year).
- What form is used to file the APR?
Ans: Annual Performance Report (APR) is filed using the form ODI-II (simply referred to as the APR form) through an authorized dealer bank.
- Are audited financial statements mandatory for the APR?
Ans. Yes, providing the audited financial statement is mandatory for the APR, but an exemption applies when an Indian investor lacks control by owning less than 10% equity, and the host local laws on overseas entities do not require an audit.
- What is the penalty for late APR filing?
Ans. Late APR filing attracts the flat Late Submission Fee (LSF) of ₹7,500 per return.
- Is an APR required if the foreign subsidiary is dormant or has no revenue?
Ans. Yes, APR filing is strictly required even for foreign subsidiary is dormant or has no revenue or no financial activity.
- Who files the APR when multiple Indian investors hold stakes in one foreign entity?
Ans. The person with the highest percentage stake is responsible for filing the APR (Annual Performance Report) when there is a situation that creates where multiple Indian investors hold stakes in one foreign entity.
- Can I file the APR after the deadline?
Ans. Yes, you can file the APR after 31st December. But marking it as a FEMA regulation violation attracts the mandatory late submission fee (LSF) up to ₹7,500 per return. If the delay is more than three years, then compounding will have to be done.
