APR Filing for ODI (RBI FIRMS): Who Needs It and Who Does Not
Whether APR Filing for ODI (RBI FIRMS) applies to a given business is the first thing worth settling, and it is where most of the early questions land. The questions below are the ones raised most often in practice; the full scope of the service is on the APR Filing for ODI (RBI FIRMS) page.
Who is required to file an APR — only companies, or individuals too?
Both. Under the Foreign Exchange Management (Overseas Investment) Rules, 2022 and the RBI's Overseas Investment Directions, the APR obligation applies to any person resident in India that has acquired equity capital in a foreign entity reckoned as ODI — an Indian entity or a resident individual, including a resident individual investing in an operating overseas entity under the Liberalised Remittance Scheme (LRS). If you personally hold equity in a foreign entity that qualifies as ODI, you carry the same annual APR obligation as a company would.
In practice: This is easy to miss for resident individuals who set up a small overseas entity years ago under LRS and have since treated it as a personal matter outside any CA engagement. The APR obligation continues regardless of how informally the structure has been run.
Do we need audited financials of the foreign entity every year, or can unaudited accounts be used?
Audited financial statements are the default requirement: the Overseas Investment Directions state that the APR shall be based on the audited financial statements of the foreign entity. The exception is narrow — where the Indian investor does not have control in the foreign entity and the law of the host country does not provide for mandatory audit, the APR may be based on unaudited financial statements certified as such by the statutory auditor of the Indian entity (or by a chartered accountant where statutory audit is not applicable). If the Indian investor has control, audited accounts are needed even where local law does not require an audit. Separately, no APR is required where the investor holds less than 10% without control and has no financial commitment other than equity, or where the foreign entity is under liquidation.
In practice: AD banks may push back on unaudited financials that are not certified as required, or where the Indian investor in fact has control. Confirm the control position and get the certification prepared properly the first time rather than risk the filing being returned.
Can the APR be filed directly by the company, or must it go through a bank?
The APR is filed on the FIRMS portal, and the designated AD Category-I bank (the bank through which the original ODI remittance was routed, or the bank currently designated for the Indian Party's FEMA reporting) acts as the reporting conduit and verifies the filing before it is treated as accepted by RBI. The Overseas Investment Directions require the APR to be submitted through the designated AD bank; the Indian investor (or its authorised consultant) prepares the data and the AD bank's verification and forwarding is a mandatory part of the process.
In practice: Choosing the right AD bank relationship manager matters more than people expect — a bank team unfamiliar with ODI/APR filings can slow the process with avoidable back-and-forth. We coordinate directly with the AD bank's trade/FEMA desk rather than leaving that liaison to the client.
What information does the APR actually require about the foreign entity?
It requires the foreign entity's financial performance for the year (from its audited or certified financial statements), the Indian Party's current shareholding position and any change during the year, outstanding loan and guarantee balances extended by the Indian Party, details of dividend or other repatriation received during the year, and confirmation that the foreign entity remains operational (or disclosure if it has ceased operations).
In practice: The 'continues to be operational' confirmation is easy to overlook but matters — if a foreign entity has quietly stopped trading, that needs to be disclosed and the ODI structure re-assessed, not glossed over in a routine annual filing.
We extended a loan to our overseas subsidiary but hold no equity in it directly (it's held via another entity). Do we still need to file an APR?
Yes, but the reporting route has changed under the 2022 framework. Loans and guarantees are now 'financial commitment' rather than ODI, and the APR obligation attaches to the Indian investor's ODI (equity) in the foreign entity. Where the borrower is a step-down subsidiary held through your direct overseas subsidiary, the step-down entity's details and the outstanding loan or guarantee are reported in the APR filed for that ODI against the relevant UIN. Confirm the reporting position for your structure with the AD bank.
In practice: An overseas loan or guarantee is sometimes treated informally as 'just an intercompany loan' by finance teams who don't realise it was reported to RBI as a financial commitment and must be reflected in the annual APR.
Where this sits in the wider engagement
APR Filing for ODI (RBI FIRMS) rarely arrives on its own. The statutory basis and the current requirements are set out on the APR Filing for ODI (RBI FIRMS) service page, and the related services are grouped under Fema Rbi.
What PNPC does
PNPC Global has practised since 1986 across India and the UAE. On APR Filing for ODI (RBI FIRMS) we take the work end to end — reviewing the facts, preparing and filing what is required, and dealing with the authority through to closure.