The 67-year-old declined the offer as it was clashing with the shooting schedule and release of his forthcoming film "Escape Plan", said a statement.
In 2009, Stallone made his Bollywood debut with "Kambakkht Ishq". He featured alongside actors Akshay Kumar and Kareena Kapoor in the film.
"Escape Plan", an action thriller that also features Arnold Schwarzenegger, is distributed by PVR pictures in India and releases Oct 25.
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