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APR Filing 2026 is the annual RBI compliance requirement for Indian companies, LLPs and resident individuals with eligible Overseas Direct Investments (ODI) in foreign Joint Ventures (JV) or Wholly Owned Subsidiaries (WOS). The Annual Performance Report (APR), formerly Form ODI Part II, must be filed through the Authorised Dealer (AD) Bank by 31 December 2026 for the overseas financial year ending on or before 31 March 2026. It reports key details including the overseas entity’s ownership, investment, turnover, profit/loss, net worth, loans, dividends and other financial information.
Audited financial statements are generally required where the Indian investor has control; an unaudited-statement exception may apply where there is no control and the host country does not require an audit. Late or incorrect filing can lead to a Late Submission Fee, restrictions on further overseas transactions and FEMA compliance consequences. Businesses should therefore prepare their foreign financial statements, verify their UIN and investment details, and coordinate with their auditor and AD Bank well before the deadline.
Table of Contents
- What is APR filing, and why should you care?
- Who must File an APR? Understanding Eligibility Requirements
- The APR Filing Deadline: Mark Your Calendar for December 31, 2026
- What information does an APR contain?
- Can an Annual Performance Report (APR) be filed using unaudited financial statements?
- How to File Your APR: Step-by-Step Process
- Common Mistakes Companies Make When Filing APR
- APR Filing Requirements Under FEMA and RBI Guidelines
- What happens if you don't file your APR on Time?
- How Mercurius Can Help You Comply with APR Filing Requirements
- Take Action Now: Don't Wait Until December
- Ready to File Your APR Correctly and On Time?
What is APR filing, and why should you care?
If your company has invested money in a foreign business, you have a legal responsibility to file an Annual Performance Report (APR) with the Reserve Bank of India (RBI). Think of APR as a yearly health checkup for your overseas investment—it tells the RBI exactly how your foreign company is performing financially and operationally.
The APR is filed using Form APR (Previously known as Form ODI Part II), and it is mandatory for all Indian companies and individuals who are residents of India and have made Overseas Direct Investments (ODI) in Joint Ventures (JV) or Wholly Owned Subsidiaries (WOS).
On-time filing is not optional; missing the deadline can result in penalties, blocked international payments, and serious compliance issues.
Who must File an APR? Understanding Eligibility Requirements
Not every business needs to file an APR, but if you fall into any of these categories, filing is mandatory:
- Indian companies with overseas subsidiaries or joint ventures
• Resident individuals who invested abroad through the Liberalized Remittance Scheme (LRS)
• Limited Liability Partnerships (LLPs) with foreign investments
• Other body corporate entities with ODI
The key rule is simple: You must file an APR if you hold 10% or more of the equity capital, or if you have control — which includes the right to appoint a majority of directors or to direct management decisions, even on a minority stake. You are exempt only if all three apply: you hold under 10%, you have no control, and you have no financial commitment beyond equity capital (no loans, no guarantees).
This applies regardless of whether the overseas business is making profits or operating at a loss. Many companies make the mistake of assuming they don’t need to file if their foreign subsidiary is dormant or losing money—this is wrong. APR filing is mandatory in all cases.
The APR Filing Deadline: Mark Your Calendar for December 31, 2026
Here is the critical date you absolutely cannot miss: December 31 of every year. No extensions, no exceptions. Your APR must reach the Reserve Bank of India through your Authorized Dealer (AD) Bank by this date.
For 2026, you need to submit the APR that covers the financial year of your overseas entity ending on or before March 31, 2026. If you miss the December 31 deadline, you will face:
- A Late Submission Fee (LSF) of ₹7,500 per return
- Possible blocking of further international remittances by your AD Bank
- Potential FEMA violations and restrictions on future overseas investments
- Penalty of up to thrice the sum involved in the contravention
The smartest approach is to start preparing your APR by October 1 each year. This gives your auditors and accountants a full 90 days to gather financial documents, verify data, and file accurately without last-minute rush.
What information does an APR contain?
An APR is not just a bunch of numbers. It is a detailed financial snapshot of your foreign investment. Form APR requires you to report:
- Ownership structure: Who owns what percentage of the foreign company
- Financial performance: Turnover, profit or loss, net worth of the foreign entity
- Capital structure: How much money was invested and when
- Outstanding dues: Any loans or financial obligations of the foreign company
- Dividends and repatriations: Money sent back to India from overseas
- Any additional investments or guarantees provided
All amounts must be reported in the foreign currency in which the investment was made, using audited financial statements of the overseas entity.
Can an Annual Performance Report (APR) be filed using unaudited financial statements?
If the person resident in India does not have control in the foreign entity, and the host jurisdiction does not mandate an audit, the APR in India may be submitted on unaudited financial statements certified as such by the statutory auditor of the Indian entity, or by a chartered accountant where a statutory audit does not apply. The board of the Indian company must ratify and adopt those unaudited accounts. Rewrite As Assuming unaudited statements are always acceptable. In most cases — particularly where you have control — audited financials are mandatory, and filing without them will be rejected.
How to File Your APR: Step-by-Step Process
The APR filing process involves coordination between your accounting team, statutory auditor, and your bank. Here is how it works:
Step 1: Collect Foreign Financial Statements
Start by gathering audited financial statements from your overseas subsidiary or joint venture. These must be certified by a qualified auditor in that country.
Step 2: Get a Statutory Audit Certificate
Your Indian Statutory Auditor or Chartered Accountant must review and certify the APR form. They verify that all information is accurate and complete.
Step 3: Fill Out Form APR
Complete all sections of Form APR with your investment details, financial data, and performance information. Be extremely careful with spelling, numbering, and calculation of figures.
Step 4: Obtain Required Signatures
The Authorized Signatory from your company and the Statutory Auditor must sign every page of the APR. Print hard copies for submission.
Step 5: Submit Through Your AD Bank
Approach your Authorized Dealer Category I bank with the completed, signed APR. They will verify your submission and forward it to the RBI on your behalf. Keep a copy of the submission receipt.
Common Mistakes Companies Make When Filing APR
To help you avoid problems, here are the biggest APR filing mistakes we see:
- Filing Late: Submitting after December 31 automatically invites penalties.
- Wrong Currency Reporting: Mixing currencies or not converting to the investment currency causes rejection.
- Skipping Audits: Trying to file with unaudited statements is rejected by the RBI.
- Poor Coordination: Delays getting documents from foreign subsidiaries means missing the deadline.
- Incorrect UIN: Entering your 13-digit Unique Identification Number wrong causes processing errors.
- Incomplete Information: Leaving sections blank or providing vague data leads to rejection and resubmission.
APR Filing Requirements Under FEMA and RBI Guidelines
Your APR filing must comply with the Foreign Exchange Management Act (FEMA), 1999, and the Foreign Exchange Management (Overseas Investment) Rules, 2022. Key compliance requirements include:
- Using your Unique Identification Number (UIN) issued by RBI
- Reporting actual investment amounts without rounding
- Including two-year comparative financial data
- Maintaining consistency with previously filed information
- Repatriating dividends within prescribed timelines
- Reporting any additional investments or share transfers within 30 days
Non-compliance with these guidelines is treated as a FEMA violation. This can result in the AD Bank blocking all your international payments until compliance is restored.
What happens if you don’t file your APR on Time?
The consequences of missing APR deadlines are serious and can damage your company’s international operations:
✗ Your AD Bank may refuse to process any overseas remittances (dividends, royalties, consultancy fees)
✗ You cannot approve future overseas investments/ remittances until the overdue APR is filed
✗ The RBI may flag your company for enhanced scrutiny on all FEMA matters
✗ You have to pay a Late Submission Fee (LSF) of ₹7,500 per return or can go up to thrice the sum involved in the contravention
✗ You may be required to formally compound the violation with the RBI, which involves additional procedures and costs
✗ In extreme cases, your company’s FEMA history can be negatively affected for years
The best protection against these issues is simple: file on time, every time.
How Mercurius Can Help You Comply with APR Filing Requirements
APR filing is complex, and getting it wrong can be costly. At Mercurius, we handle the entire APR filing process for Indian companies with overseas investments. Here’s what we do for you:
✓ We coordinate with your foreign subsidiary to gather accurate financial statements
✓ Our professional accountants prepare and review your complete APR submission
✓ We ensure full compliance with RBI guidelines and FEMA regulations
✓ We file through your AD Bank and maintain all documentation
✓ We provide guidance on related filings like FLA Returns
✓ We help you fix any past compliance gaps or missed filings
✓ We keep you informed about changing RBI requirements
Our expertise spans multiple countries and investment structures, so we handle overseas subsidiaries in the US, UK, UAE, Singapore, and everywhere else. We take the regulatory burden off your shoulders so you can focus on growing your business internationally.
Take Action Now: Don’t Wait Until December
If you have investment overseas, your APR filing deadline is December 31. But successful filing starts now. Start gathering your foreign financial statements immediately. Connect with your Statutory Auditor. And reach out to us at Mercurius for professional guidance.
APR filing is not something you can rush or postpone. The RBI deadline is firm, and penalties are real. Let our team of experienced compliance professionals handle this for you.
Ready to File Your APR Correctly and On Time?
Contact Mercurius today for a free APR filing consultation. Our team will review your overseas investments, identify any compliance gaps, and ensure your 2026 APR is filed accurately and within the RBI deadline. Don’t let penalties and blocked payments hurt your international business growth—reach out now and let us handle your APR compliance.
