The Annual Performance Report (APR) is the yearly compliance return a person resident in India must file for every foreign entity in which they hold Overseas Direct Investment (ODI). Mandated by Rule 23 of the Foreign Exchange Management (Overseas Investment) Rules, 2022, read with Regulation 10(3) of the OI Regulations, 2022, it is submitted in Form APR through the designated Authorised Dealer (AD) bank by 31 December each year, reporting the foreign entity’s financial and operational performance.

Definition

An APR is a statutory annual disclosure on the performance of a foreign joint venture (JV) or wholly owned subsidiary (WOS) in which an Indian resident holds ODI. In plain terms, once Indian money is invested abroad as equity capital, the investor must report to the RBI every year, through their AD bank, on the performance of the overseas entity until the investment is fully divested. The reporting instrument is Form APR.

Governing Provision

The APR sits within the overseas investment framework notified on 22 August 2022, which replaced the 2004 ODI regime. The obligation flows from Rule 23 of the FEM (Overseas Investment) Rules, 2022 and Regulation 10(3) of the FEM (Overseas Investment) Regulations, 2022, with operational detail in the FEM (Overseas Investment) Directions, 2022 and RBI Master Direction No. 15/2024-25 dated 24 July 2024. Filing is routed through the designated AD Category-I bank to the RBI.

Who Must File the APR

The filing duty attaches to any person resident in India, an Indian entity (company, LLP, registered partnership) or a resident individual, that has made ODI by acquiring equity capital in a foreign entity. The report is filed for each foreign entity every year, regardless of the entity’s profitability or dormancy, and continues until the investment is fully extinguished. Where two or more residents have invested in the same foreign entity, the holder of the larger stake files; equal holdings may file jointly.

Key Features

The APR is a continuing obligation with distinct characteristics that separate it from one-time investment reporting. The points below capture its defining attributes under the 2022 framework.

No	Key Points	Particulars
1	Annual Filing	Filed annually in Form APR through the designated AD bank, with a hard due date of 31 December.
2	One Return Per Entity	One APR per foreign entity, due each year until full disinvestment, regardless of performance.
3	Audited Financial Statement	Based on the audited financial statements of the foreign entity where the resident has control and holds 10% or more equity.
4	CA/CPA Certification	CA/CPA certification is permitted where statutory audit does not apply, and the host jurisdiction does not mandate an audit.
5	Pending APR	Pending APRs block further overseas financial commitment until the delay is regularised.

Filing Exemptions

The OI Rules carve out narrow situations where no APR is required, recognising that some holdings are neither strategic nor capable of influencing the foreign entity. These exemptions are specific and should be read against Rule 23(4) rather than assumed. Outside these cases, the filing obligation is absolute and survives even a loss-making or inactive overseas entity.

Under Rule 23(4) of the OI Rules, 2022, an APR is not required where the resident holds less than 10% of equity capital without control and has no other financial commitment, or where the foreign entity has entered liquidation.

Related Terms

Overseas Direct Investment (ODI)
Wholly Owned Subsidiary (WOS)
Authorised Dealer (AD) Bank
Form FC (Overseas Investment)
Unique Identification Number (UIN)
Liberalised Remittance Scheme (LRS)

Frequently Asked Questions

Is the APR the same as Form FC?

No. Form FC is filed at the time of investment or financial commitment to obtain a Unique Identification Number for the foreign entity. The APR is a separate, recurring annual return in Form APR that reports the foreign entity’s performance every year after investment, under Rule 23 of the OI Rules, 2022.

When is the APR due?

The APR must be filed by 31 December each year for each foreign entity. This is a fixed calendar-year deadline and does not move with the foreign entity’s own accounting year. In practice, the report covers the foreign entity’s accounting year ending on or before the preceding 31 March.

Does the APR need audited accounts?

Where the resident has control and holds 10% or more equity, the APR is based on the audited financial statements of the foreign entity. Where a statutory audit is not applicable, and the host country does not require an audit, the APR may be certified by a chartered accountant instead.

References

Foreign Exchange Management Act, 1999.
Foreign Exchange Management (Overseas Investment) Rules, 2022
Foreign Exchange Management (Overseas Investment) Regulations, 2022
Foreign Exchange Management (Overseas Investment) Directions, 2022
RBI FED Master Direction No. 15/2024-25

Author Bio

Sanjeev Kumar

Meet Sanjeev Kumar, a distinguished advocate before the Supreme Court of India, High Courts, and National Tribunals. Founding Partner of Juriskps Law Offices, a premier law firm, he specializes in commercial, corporate, tax, arbitration, and IPR matters. His incisive legal insights enrich Setindiabiz’s blog with expert commentary.

Annual Performance Report (APR) for ODI