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SME Advisory
ODI • APR

ODI Compliance and Annual Reporting Support

Never miss an ODI filing deadline — APR, Form ODI, FLA and ongoing FEMA/RBI reporting handled by our cross-border compliance team.

Part of our Global Expansion advisory. For background on the rules, read our ODI Compliance Guide for Indian Companies.

Discuss My ODI Structure

APR — Annual Performance Report

  • Mandatory for every Indian party with an overseas JV/WOS.
  • Covers financial performance, shareholding, repatriations and key transactions.
  • Filed annually through the AD-bank based on audited overseas financials.
  • Non-filing leads to compounding exposure and restrictions on further ODI.

Form ODI — Transaction Reporting

  • Part I — initial investment and UIN allotment.
  • Part II — APR submission.
  • Part III — disinvestment, closure and repatriation.
  • Required for every change in financial commitment, shareholding or structure.

FLA Return & Other Filings

  • FLA return — annual reporting of foreign liabilities and assets, includes overseas investments.
  • Linkage between FLA, APR and audited financials must reconcile.
  • Other FEMA reporting for guarantees, loans and balance-sheet changes.
  • Ongoing obligations tracked on our compliance calendar with advance reminders.

The ODI compliance cycle

After an Indian entity invests overseas, it must report the investment and keep reporting every year. The obligations come from the Foreign Exchange Management (Overseas Investment) Regulations, 2022 and are handled through the authorised dealer bank. They apply to every overseas entity in which the Indian investor has made ODI, and to step-down subsidiaries.

What gets filed, and when

  • At investment: Form ODI with the AD bank, with supporting valuation and board approvals, before or at the time of remittance.
  • Evidence of investment: share certificates or other proof must be submitted within the prescribed period after remittance.
  • Annual Performance Report (APR): for each overseas entity, based on its audited accounts, generally by 31 December each year.
  • Annual FLA return: where applicable, by 15 July.
  • Restructuring and disinvestment: changes to the structure, step-down investments and exits are reported in the prescribed forms.

Figures and timelines above reflect our understanding at the time of writing; confirm against the latest Act, Rules and notifications before relying on them.

When filings were missed

The 2022 regime introduced a Late Submission Fee, which lets most reporting delays be regularised without compounding. Until a delay is regularised, the investor may be unable to make further financial commitments or exit. We start with a reconciliation of every remittance, loan and guarantee against filings, then clear the backlog in a sequence the AD bank will accept.

Where the overseas entity has its own subsidiaries, combine this with a step down subsidiary review. For planning new investments, see ODI advisory.

Practical questions

What if the overseas entity is not audited?

The APR is based on audited accounts where local law requires an audit. Where it does not, the rules allow unaudited, certified financials in specified cases; check what the AD bank will accept.

Stay Ahead of Every ODI Filing

We track APR, Form ODI and FLA deadlines so you don't have to.

Discuss My ODI Structure