Annual Performance Report (APR) Filing Guide: Deadlines, Format, Penalties

An Annual Performance Report, or APR, can apply when a person resident in India holds equity capital in a foreign entity and that investment is classified as Overseas Direct Investment (ODI). The report is made for each relevant foreign entity through the designated Authorised Dealer (AD) bank.

Short answer: Under regulation 10(4) of the Foreign Exchange Management (Overseas Investment) Regulations, 2022, an APR is generally due by December 31 each year. The regulation contains specific exceptions, so residence, ownership, control and other financial commitment must be checked before treating a US LLC or corporation as an APR case.

This guide was checked against the RBI regulations and current Overseas Investment Master Direction on October 25, 2026. It is general information, not a conclusion about a particular structure.

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What Is the Annual Performance Report Under RBI?

The APR reports prescribed information about a foreign entity in which a person resident in India has made ODI. It is an annual overseas-investment report, not a US income-tax return and not a substitute for maintaining the US company’s books.

The report is made with respect to each foreign entity. Its content is drawn from the foreign entity’s financial statements and the applicable RBI reporting format. Older material may refer to APR as Form ODI Part II, but current overseas-investment reporting uses the forms and instructions under the 2022 framework. Initial ODI reporting is now discussed in terms of Form FC in the current Overseas Investment Master Direction.

APR information can include the foreign entity’s ownership, financial performance and changes involving subsidiaries or shareholding during the reporting year. The current form and the designated AD bank’s written checklist should govern the actual submission.

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Who Must File the APR?

The starting rule is that a person resident in India who acquires equity capital in a foreign entity and whose investment is classified as ODI submits an APR for each foreign entity every year. This can include an Indian entity, LLP or resident individual, depending on the facts.

It is not enough to ask whether the foreign company earned revenue. First determine:

• whether the investor is a person resident in India for FEMA purposes;
• whether the investment is ODI rather than Overseas Portfolio Investment;
• the ownership percentage and whether the investor has control;
• whether there is other financial commitment beyond equity; and
• whether the foreign entity is under liquidation.

Where more than one person resident in India has made ODI in the same foreign entity, the regulations address who reports: the investor with the highest stake generally submits the APR, while equal holdings may require a joint filing arrangement. The designated AD bank should confirm the responsibility and authorisation it requires.

Who Is Exempt?

Regulation 10(4) states that APR reporting is not required where either:

1. the resident holds less than 10% of the equity capital, without control, and has no other financial commitment apart from equity capital; or
2. the foreign entity is under liquidation.

All parts of the first exception must be satisfied. A holding below 10% does not create an exemption if the resident has control or another financial commitment. Conversely, inactivity alone is not one of the stated exceptions. Apply the actual regulation to the investor and foreign entity rather than using a generic “dormant company” rule.

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What Is the APR Filing Deadline?

APR is generally due by December 31 each year. Where the foreign entity’s accounting year ends on December 31, the APR is due by December 31 of the following year.

The rule is tied to the foreign entity’s accounting year; it is not a universal March-to-March reporting period. Ask the AD bank for its internal cut-off, current form and document checklist early enough for certification and bank review before the regulatory due date.

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How Is the APR Filed? Step-by-Step Process

Step 1: Confirm applicability. Review FEMA residence, the investment classification, ownership, control, other financial commitment and the two regulation 10(4) exceptions.

Step 2: Identify the reporting relationship. Locate the foreign entity’s UIN and the designated AD Category-I bank that holds the overseas-investment record. A UIN records the investment; the RBI Master Direction expressly says its allotment is not an approval of the investment.

Step 3: Finalise the financial information. APR is ordinarily based on the foreign entity’s audited financial statements. Unaudited statements are allowed only in the narrower case where the resident investor does not have control and the host jurisdiction does not require an audit. Those unaudited statements still require the certification described by the regulations.

Step 4: Obtain certification. The current Master Direction clarifies that where statutory audit is not applicable, the APR is certified by a chartered accountant, including for a resident individual. Resident-individual self-certification should not be assumed.

Step 5: Complete and submit the current APR format. Reconcile the report with the foreign entity’s statements, ownership records and relevant investment information, then submit the agreed package through the designated AD bank. The bank, not the investor, handles the RBI reporting channel.

Step 6: Keep the submission record. Retain the submitted report, supporting statements, certification, bank correspondence and acknowledgement in the company’s compliance file. Use the retention period appropriate to the underlying records and applicable requirements rather than assuming one universal period.

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What Documents Are Required for APR Filing?

The applicable documents depend on the investor, the foreign entity, control and the AD bank’s policy. A practical working file usually starts with:

• the current APR format and instructions;
• the foreign entity’s financial statements for its relevant accounting year;
• the applicable auditor or CA certification;
• the UIN and initial/current ODI reporting records;
• the foreign entity’s ownership or capital records;
• information about subsidiaries or shareholding changes during the year; and
• prior APR submissions and bank correspondence, if any.

The AD bank may request additional records to establish the figures and the bona fides of the reporting. For a US LLC, that could include an operating agreement or membership record; for a corporation, it may include a cap table or share records. Treat the bank’s written checklist as the controlling operational list rather than describing every possible item as mandatory.

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What Are the Penalties for Late or Non-Filing?

The current RBI Overseas Investment Master Direction lists an LSF of ₹7,500 per return for delayed APR and other specified periodic non-flow reports. That route is generally available for up to three years from the due date.

LSF is a delayed-reporting mechanism, not an automatic assurance that every historical case can be closed by paying ₹7,500. A filing outside the available route, an incomplete filing or a case involving other contraventions needs individual assessment. The Master Direction also restricts an AD bank from facilitating further outward remittance or financial commitment towards the foreign entity until delayed reporting is regularised; that is narrower than saying every operational payment is automatically frozen.

Do not assume that compounding is required in every late case, that LSF and compounding are always both payable, or that a particular regularisation outcome or timetable is guaranteed.

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Common APR Filing Errors

Check these points before preparing the submission package.

Using the wrong reporting period. Work from the foreign entity’s accounting year and the regulation’s deadline rule, not automatically from India’s April–March financial year.

Treating no activity as an automatic exemption. Check the two regulation 10(4) exceptions. Revenue, bank activity and APR applicability are different questions.

Assuming unaudited accounts are always acceptable. The exception depends on lack of control and host-jurisdiction audit requirements. A compilation or review should not be presented as a substitute for an audit where the regulation calls for audited statements.

Using self-certification for an individual. The current Master Direction states that CA certification applies where statutory audit is not applicable, including for resident individuals.

Working from obsolete forms or terminology. Older ODI Part references remain common online. Use the current APR format and the current Form FC/UIN records accepted by the designated AD bank.

Leaving joint-investor responsibility unresolved. Where several Indian residents have ODI in the same foreign entity, document who is responsible for the APR under the ownership rules before the deadline.

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How ZenoLedger Handles Your APR Filing

An APR engagement can begin with an applicability and records review: investor residence, ownership, control, financial commitment, UIN, prior reporting and the foreign entity’s accounting year. If APR applies, the scope can then identify the financial statements, certification and AD-bank package required.

ZenoLedger can coordinate records and the agreed submission process, but the AD bank controls its review and may request further information. Professional responsibilities, fees, exclusions and the handling of any historical delay are confirmed before work begins. No outcome, penalty relief or acceptance by the bank or RBI is guaranteed.

For a filing-specific scope, see APR filing support. For a broader review of overseas-investment records and cross-border documentation, see India–US compliance.

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Frequently Asked Questions

What is an Annual Performance Report?

It is an annual report under the RBI overseas-investment framework for a relevant foreign entity in which a person resident in India has ODI.

What is the last date for APR filing?

Generally December 31 each year. If the foreign entity’s accounting year ends December 31, the report is due December 31 of the following year.

Who is required to file the APR?

A person resident in India with equity capital in a foreign entity classified as ODI generally files, subject to the specific exceptions and joint-investor rules in regulation 10(4).

What is the penalty for late filing of APR?

The current Master Direction lists ₹7,500 per delayed APR while the filing remains eligible for the LSF route, generally up to three years from the due date. Other cases require individual review.

How is APR filed?

The reporting package is submitted through the designated AD Category-I bank holding the ODI record. Use that bank’s current process and checklist.

What does the APR form require?

The current form should be completed from the foreign entity’s financial statements, ownership information and relevant reporting-year changes. The AD bank may require supporting records.

Can I file APR for a US LLC that has never operated?

APR may still apply. Inactivity is not itself one of the regulation 10(4) exceptions; assess ownership, control, other financial commitment and liquidation status.

What happens if my AD bank has changed?

Confirm which designated AD bank holds the UIN and overseas-investment record, and obtain written instructions for transferring or regularising the reporting relationship before attempting the APR.

Primary sources

• Foreign Exchange Management (Overseas Investment) Regulations, 2022 — regulation 10(4), deadline, exceptions and financial-statement basis.
• RBI Master Direction — Overseas Investment — updated April 1, 2026; reporting, certification, UIN and delayed-reporting framework.

Sources checked October 25, 2026. Confirm the current forms and operating procedure with the designated AD bank before filing.