Avil Rakshith Salins — ACS A48442, Practising Company SecretarySalins & Co.
All form guides

07 November 2026 · Updated 07 November 2026

By Avil Rakshith Salins, Practising Company Secretary

Overseas direct investment: Form ODI and the Annual Performance Report

In short

An Indian company that sets up or invests in a business abroad makes an overseas direct investment (ODI) under the Foreign Exchange Management (Overseas Investment) Rules and Regulations, 2022. It reports the investment in Form ODI through its bank, and then files an Annual Performance Report (APR) for each foreign entity by 31 December every year.

What counts as overseas direct investment

An investment by an Indian entity in the equity capital of an unlisted foreign entity, or a stake of 10% or more in a listed one, or one that gives control. Most investments go through the automatic route, up to the limits in the rules.

Reporting

  • Form ODI, through the Indian entity's bank (the AD bank), when the investment is made
  • The Annual Performance Report (APR) for each foreign entity, by 31 December every year, on the foreign entity's accounts for its last financial year
  • The FLA return by 15 July, if the Indian company also has foreign investment or overseas investment outstanding

The Indian company's approvals

The board approves the investment by resolution. The Companies Act limits on loans and investments (section 186) apply alongside the FEMA limits.

Filed late

Delayed reports can be regularised with a late submission fee. Until a report is regularised, the entity cannot make further overseas investment.

Frequently asked questions

By 31 December every year, for each foreign entity in which the Indian company has made an overseas direct investment.

Yes. Investment in the foreign subsidiary's capital is overseas direct investment and is reported in Form ODI through the bank, followed by an APR every year.

The APR is filed on the accounts available, as the rules allow where an audit is not required in the host country.

It can be filed with a late submission fee. Further overseas investment is not allowed until the delay is regularised.

General information on the law as on 07 November 2026, not advice on any particular matter. Check the current MCA form and instruction kit before filing.

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