ROC Annual Compliance for Private Limited Companies: The FY 2025-26 Filing Calendar
A private limited company has to file with the Registrar of Companies every year, whether or not it did any business. This guide covers the AGM, the AOC-4 and MGT-7A filings that follow it, the forms that fall due through the year, and the daily late fee that builds up when a filing slips.
Why it matters
Annual Filing Is Not Optional
Directors often assume a dormant company has nothing to file. The Companies Act works the other way round: the obligation follows the registration, not the turnover.
The late fee has no ceiling
AOC-4 and MGT-7A carry ₹100 a day each, with no upper limit. A year's delay on both crosses ₹70,000.
Directors can be disqualified
Miss annual filings for three years in a row and every director is disqualified for five years, across all companies.
Banks and buyers check the ROC
Filing history is public on the MCA portal. Lenders, investors and tender committees look at it during due diligence.
The company can be struck off
The Registrar can remove a company that hasn't filed for two consecutive years, and restoring it means going to the Tribunal.
The AGM sets every other date
For FY 2025-26, the annual general meeting must be held by 30 September 2026, which is six months from the close of the financial year. A newly incorporated company gets nine months from the end of its first financial year. The AOC-4 and MGT-7A deadlines are counted from the date you actually hold the AGM, not from 30 September, so an early AGM means earlier filing dates.
Get the accounts audited
Your statutory auditor signs the balance sheet, profit and loss account, cash flow statement where applicable, and the audit report.
Hold a board meeting
The board approves the financial statements and the directors' report, and authorises the notice calling the AGM.
Send the AGM notice
At least 21 clear days before the meeting, to every member, director and auditor, with the financial statements attached.
Hold the AGM and record minutes
Members adopt the accounts, note the auditor's position and approve any dividend. Minutes go into the minute book within 30 days.
File AOC-4, then MGT-7A
Within 30 days and 60 days of the AGM date respectively.
An AGM can be called at shorter notice if at least 95% of the members entitled to vote agree in writing. This helps small family-owned companies where all the shareholders are available.
Filing calendar for a private limited company
| Form | What it is | Due date |
|---|---|---|
| MSME-1 | Half-yearly return of dues outstanding to micro and small suppliers beyond 45 days (April to September) | 31 October 2026 |
| AOC-4 or AOC-4 XBRL | Financial statements, directors' report and audit report | Within 30 days of the AGM |
| ADT-1 | Intimation of auditor appointment, where an auditor is appointed or reappointed at the AGM | Within 15 days of the AGM |
| MGT-7A (small companies and OPCs) or MGT-7 | Annual return | Within 60 days of the AGM |
| MSME-1 | Half-yearly return for October to March | 30 April 2027 |
| DPT-3 | Return of deposits and of money received that is not treated as a deposit, including director loans | 30 June 2027 |
| DIR-3 KYC | Director KYC, now once every three financial years | 30 June, in the year it falls due |
DIR-3 KYC is no longer an annual filing. Under the amendment notified on 31 December 2025 and effective from 31 March 2026, a director files a unified Form DIR-3 KYC Web once every three financial years, by 30 June. If your name, address, mobile number or email changes in between, you must update it within 30 days, and any change of email or mobile needs a fresh filing regardless of the three-year cycle. Missing it means the DIN is deactivated and a ₹5,000 fee to restore it.
What goes into each form
AOC-4: financial statements
- Audited balance sheet and profit and loss account
- Notes to accounts and the auditor's report
- Directors' report with the board's responsibility statement
- AOC-2 for related party contracts, where applicable
- Certified by a practising CA, CS or cost accountant
MGT-7A: annual return
- Registered office, business activity and holding or subsidiary details
- Shareholding pattern and changes during the year
- Directors and key managerial personnel, with changes
- Meetings of members and of the board, with attendance
- Penalties or compounding during the year
MSME-1: supplier dues
- Amounts owed to micro and small suppliers beyond 45 days
- Supplier name, PAN and the amount outstanding
- Reasons for the delay
- Filed even when the amount is nil in some cases, so check your Udyam vendor list each half year
DPT-3: deposits and other receipts
- Outstanding loans from directors, backed by a declaration that the money is not borrowed
- Advances from customers held beyond the permitted period
- Inter-corporate loans and share application money pending allotment
- Balances as on 31 March
Watch the auditor's term. An auditor is appointed for five consecutive years, so ADT-1 isn't needed every year. It is needed when you appoint a new auditor, reappoint at the end of a term, or fill a casual vacancy. A resignation is reported separately in ADT-3 within 30 days.
Are you a small company now?
The thresholds were raised with effect from 1 December 2025. A private company is a small company if its paid-up share capital is up to ₹10 crore and its turnover is up to ₹100 crore, provided it isn't a holding or subsidiary company, a Section 8 company, or governed by a special Act.
| Requirement | Small company | Other private company |
|---|---|---|
| Annual return | MGT-7A, the abridged form | MGT-7 |
| Company secretary certificate on the annual return | Not required | Required if paid-up capital is ₹10 crore or more, or turnover is ₹50 crore or more |
| Board meetings | Two a year, one in each half, at least 90 days apart | Four a year, not more than 120 days apart |
| Cash flow statement | Not required | Required |
| Auditor rotation | Not applicable | Applies above prescribed limits |
| Internal financial controls reporting by the auditor | Exempt | Applicable |
Many family-run companies in Vadodara that previously filed MGT-7 now qualify as small companies under the higher limits. It's worth rechecking your status before this year's filing, because it changes the form you file and the certification you need.
Records to keep, even if nothing happened
- Statutory registers: members, directors and key managerial personnel, charges, and directors' shareholding, kept at the registered office.
- Minute books: board and general meeting minutes, entered within 30 days of each meeting.
- Form MBP-1: each director's disclosure of interest, given at the first board meeting of the financial year and whenever the interest changes.
- Form DIR-8: each director's declaration that they aren't disqualified, taken at the start of the year.
- Registered office proof: the company name board and correspondence address must match what the ROC has on record. Any change is filed in INC-22.
The Companies Fresh Start Scheme 2026 lets companies clear delayed annual filings at a fraction of the usual additional fee. The window is short and the reported closing dates differ between sources, so confirm the current position on the MCA portal before relying on it. If you have several years pending, this is the cheapest route to getting clean.
What late filing actually costs
| Default | Consequence |
|---|---|
| AOC-4 filed late | Additional fee of ₹100 per day, with no maximum, plus penalties on the company and officers in default |
| MGT-7 or MGT-7A filed late | Additional fee of ₹100 per day, with no maximum, plus penalties on the company and every officer in default |
| AGM not held on time | Penalty on the company and on every officer in default, and the Registrar's approval is needed to extend the date |
| Annual filings missed for three straight years | Every director is disqualified for five years and cannot be reappointed in any company |
| DIR-3 KYC missed | DIN deactivated, restored on payment of ₹5,000 |
| No filing for two consecutive years | The Registrar can strike the company off the register |
This guide is general information on Indian tax and corporate law as it stood on 11 September 2026, and is not advice for any particular case. Rules, due dates and forms change, and how they apply depends on your facts. Please confirm the current position before acting, or speak to a qualified professional.
Who this applies to
Who Needs to File This Year
Every company registered on or before 31 March 2026 has FY 2025-26 filings to complete.
Companies with no activity
A company that didn't trade still files AOC-4 and MGT-7A with nil figures. Dormant status has to be applied for, in Form MSC-1, and is not automatic.
Manufacturing companies
Units in Makarpura, Por, Waghodia and Nandesari with MSME suppliers need MSME-1 by 31 October, along with the annual filings.
One Person Companies
An OPC doesn't hold an AGM. AOC-4 is due within 180 days of the financial year end, and MGT-7A within 60 days of that date.
Companies incorporated in 2025-26
Your first financial statements, first auditor appointment in ADT-1 and INC-20A commencement filing all need to be in order.
Frequently asked questions
Answers to Your ROC Filing Questions
What are the ROC due dates for FY 2025-26?
Hold the AGM by 30 September 2026. File AOC-4 within 30 days of the AGM and MGT-7A, or MGT-7, within 60 days of it. ADT-1 is due within 15 days of the AGM where an auditor is appointed, and MSME-1 for April to September is due by 31 October 2026.
My company had no business last year. Do I still have to file?
Yes. AOC-4 and MGT-7A are filed with nil figures, and the accounts still need to be audited. The late fee of ₹100 a day applies to a dormant company exactly as it does to an active one.
Is DIR-3 KYC still an annual filing?
No. From 31 March 2026, directors file the unified Form DIR-3 KYC Web once every three financial years, by 30 June. You must still update within 30 days if your particulars change, and a change of email or mobile number needs a fresh filing.
What is the late fee for AOC-4 and MGT-7A?
₹100 per day per form, with no upper limit, running from the day after the due date. Penalties on the company and on officers in default can be levied on top of that.
Does my company qualify as a small company now?
From 1 December 2025, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore is a small company, provided it isn't a holding or subsidiary company or a Section 8 company. Small companies file the abridged MGT-7A and need only two board meetings a year.
What happens if I haven't filed for the last three years?
The directors become disqualified for five years and the Registrar can strike the company off. Check whether the Companies Fresh Start Scheme 2026 is still open on the MCA portal, because it substantially reduces the additional fee on delayed annual filings.
AGM Due by 30 September? Let's Get Your Filings in Order.
Send us your audited accounts or your MCA login, and we'll confirm which forms are due, check your small company status and file them from our Jetalpur office.
C M Patel & Company, Chartered Accountants
204, Pavan Complex, Jetalpur Road, Jetalpur, Vadodara, Gujarat 390007
Phone +91 99740 37318 · Email info.cmpatelandcompany@gmail.com
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