Annual Compliance for Private Limited Company 2026: AOC-4, MGT-7/MGT-7A, AGM, Audit, Due Dates & Penalties

Last Reviewed 07 November 2026

Running a private limited company in India involves more than filing income-tax and GST returns. A company registered under the Companies Act, 2013 must also complete annual corporate-law compliances with the Registrar of Companies (ROC), even where the business had little or no turnover during the year.

For most private companies, the annual ROC cycle revolves around three milestones: finalisation and audit of the financial statements, holding the Annual General Meeting (AGM), and filing the financial statements and annual return with the Ministry of Corporate Affairs (MCA).

The filing form, due date and supporting documents can change depending on whether the company qualifies as a small company, has subsidiaries or associates, follows Ind AS, falls within XBRL requirements, has reportable deposits or non-deposit amounts, has overdue payments to micro or small enterprises, or appoints/reappoints an auditor.

This guide explains the FY 2025–26 compliance cycle for a typical Indian private limited company and highlights important 2026 changes that can affect the filing approach.

Quick answer: For a private limited company whose financial year ended on 31 March 2026, a normal non-first AGM is generally required by 30 September 2026, unless a valid extension applies. Financial statements are generally filed within 30 days of the AGM and the annual return within 60 days of the AGM. The exact due date therefore depends on the actual AGM date.

What Is Annual ROC Compliance?

Annual ROC compliance is the set of recurring corporate filings, meetings, disclosures and records that a company must complete under the Companies Act, 2013 and the rules made under it.

For a normal private limited company, the core annual cycle typically includes:

• preparation and statutory audit of annual financial statements;
• approval of the financial statements and Board's Report by the Board;
• holding the AGM within the applicable statutory period;
• filing the financial statements with the ROC in the applicable AOC-4 form;
• filing the annual return in Form MGT-7 or MGT-7A;
• completing applicable event-based or conditional filings such as ADT-1, DPT-3 and MSME Form I; and
• maintaining statutory registers, minutes, disclosures and supporting records.

Annual filing should not be treated as a year-end upload exercise. The figures and corporate information reported to MCA should reconcile with the audited financial statements, statutory registers, share-capital records, director data and other filings made during the year.

Does Every Private Limited Company Have to File Annual ROC Returns?

In general, yes. An active private limited company remains subject to annual Companies Act compliance even if:

• it had no sales during the year;
• it made a loss;
• there were very few transactions;
• business operations were temporarily inactive; or
• no dividend was declared.

A company should not assume that "nil business" means "nil ROC compliance".

Different rules may apply where the company's legal status has changed, for example where it has been struck off, is under liquidation, has obtained dormant status, is undergoing insolvency proceedings or is subject to a specific regulatory order. Those cases should be reviewed separately.

FY 2025–26 ROC Compliance Calendar for a Private Limited Company

The table below uses a company with a 31 March 2026 year-end as the standard example.

Important: 30 October and 29 November are not universal fixed annual-filing dates. They arise only where the AGM is actually held on 30 September. If the AGM is held earlier, the AOC-4 and MGT-7/MGT-7A deadlines move earlier.

Step 1: Determine Whether the Company Is a "Small Company"

This assessment matters because a qualifying small company uses the abridged annual return in Form MGT-7A instead of MGT-7 and may receive other compliance relaxations.

With effect from 1 December 2025, the prescribed financial thresholds for the definition of a small company were increased to:

• paid-up share capital not exceeding ₹10 crore; and
• turnover not exceeding ₹100 crore.

However, the financial thresholds are not the only test. Section 2(85) contains exclusions. For example, a holding company, subsidiary company, Section 8 company or a company/body corporate governed by a special Act does not qualify merely because it is below the financial limits.

Practical point for FY 2025–26

Do not carry forward the older ₹4 crore / ₹40 crore thresholds into the 2026 annual-filing process. At the same time, do not select MGT-7A merely because paid-up capital and turnover appear below ₹10 crore and ₹100 crore. Confirm the complete statutory definition and the company's status before selecting the form.

This is particularly important because choosing the wrong annual-return form can cause rework, certification issues and inconsistent MCA records.

Step 2: Finalise the Books and Statutory Audit

Before the annual ROC forms are prepared, the finance team should close the financial year and complete the statutory audit.

The annual financial statements generally include, as applicable:

• Balance Sheet;
• Statement of Profit and Loss;
• Cash Flow Statement, where required;
• Statement of Changes in Equity, where applicable;
• notes to accounts and significant accounting policies; and
• consolidated financial statements where consolidation is required.

Certain classes such as qualifying small companies may be exempt from preparing a cash flow statement under the Companies Act definition of "financial statement". The accounting framework, Schedule III format and disclosure requirements should be assessed based on the company's facts.

Finance-control checks before Board approval

A robust year-end ROC process should reconcile at least the following:

This reconciliation is often more valuable than correcting errors after an MCA form has already been filed.

Step 3: Hold the Required Board Meeting and Approve Annual Documents

Before the AGM, the Board generally considers and approves the financial statements and Board's Report and authorises the relevant signatories.

Private companies should also confirm that their overall Board-meeting requirements for the year have been met.

Under Section 173, the standard rule is at least four Board meetings every year with no more than 120 days between two consecutive meetings. A small company, One Person Company and dormant company benefit from a reduced meeting framework, subject to the statutory conditions.

At this stage, management should also make sure that annual director disclosures, minutes and statutory registers are complete and consistent with the annual-return data.

Step 4: Hold the Annual General Meeting

Section 96 requires every company other than an OPC to hold an AGM.

For a company following a 31 March financial year:

• the first AGM is required within nine months from the close of the first financial year; and
• subsequent AGMs are generally required within six months from the close of the financial year, with no more than 15 months between two AGMs.

The Registrar may, for special reasons, extend the time for holding an AGM other than the first AGM by a period not exceeding three months.

Accordingly, 30 September is not the correct deadline in every case. It is the usual outer date for a subsequent AGM of a 31 March year-end company where no extension applies.

Why the actual AGM date matters

The two principal annual ROC filing clocks run from the AGM:

• AOC-4: generally 30 days from the AGM; and
• MGT-7/MGT-7A: 60 days from the AGM.

Holding an AGM earlier therefore advances the annual-filing deadlines.

Step 5: File the Financial Statements AOC-4

Section 137 requires the company to file a copy of its financial statements and prescribed accompanying documents with the Registrar, generally within 30 days of the AGM.

For a normal standalone private company, the relevant form is commonly AOC-4. Depending on the company's facts, an alternative or additional form may apply, including:

• AOC-4 CFS where consolidated financial statements are required; or
• AOC-4 XBRL where the company falls within the prescribed XBRL class.

When can XBRL apply?

The prescribed XBRL classes include, among others:

• companies listed on stock exchanges in India and their Indian subsidiaries;
• companies having paid-up capital of ₹5 crore or more;
• companies having turnover of ₹100 crore or more; and
• companies required to prepare financial statements under the Companies (Indian Accounting Standards) Rules, 2015.

Specified banking, insurance, NBFC and housing-finance entities are dealt with separately under the applicable rules and forms.

Do not assume that a private company or a small company is automatically outside XBRL. Small-company status and XBRL applicability are separate legal tests.

What is generally attached with the financial-statement filing?

Depending on applicability, the filing pack may include:

• audited financial statements;
• auditor's report;
• Board's Report and applicable annexures;
• statement of subsidiaries/associates/joint ventures where required;
• consolidated financial statements and related disclosures where applicable;
• related-party disclosures/annexures where prescribed;
• CSR disclosures where applicable; and
• other documents required by the applicable AOC-4 form.

The signed financial statements uploaded to MCA should be the same financial statements approved/adopted through the corporate process. Avoid maintaining a separate "ROC version" with unexplained differences.

Step 6: File the Annual Return MGT-7 or MGT-7A

Section 92 requires the annual return to be filed with the Registrar within 60 days of the AGM. Where no AGM is held, the law contains a separate filing mechanism based on the date on which the AGM should have been held, together with reasons for not holding it.

Which annual-return form applies?

Is MGT-8 certification required?

Section 92(2) read with Rule 11(2) separately prescribes certification of the annual return by a company secretary in practice in Form MGT-8 for a listed company and for a company meeting the prescribed paid-up-capital or turnover thresholds. The existing Rule 11(2) thresholds include paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more.

The increase in the small-company limits from December 2025 creates a possible overlap for some private companies—for example, a company may satisfy the expanded small-company definition while also crossing a Rule 11(2) certification threshold. Where this occurs, do not assume that use of MGT-7A automatically removes the certification question. Check the current MCA form instructions and obtain company-secretary advice on the filing facts before submission.

The annual return captures corporate information rather than merely accounting data. It may cover matters such as the registered office, business activities, shareholding, members, directors/KMP, meetings, remuneration and statutory compliance information.

Current V3 practical requirement: registered-office photograph

Under the current MCA V3 annual-filing workflow, the annual-return filing requires a latest photograph of the registered office showing the external building and the company's name and address prominently visible, aligned with Section 12(3)(a).

This is not a cosmetic attachment. Before taking the photograph, verify that the company's name and registered-office details are displayed appropriately at the premises.

The V3 workflow also uses structured shareholder/debenture-holder information. Companies with frequent share transfers or a large cap table should reconcile the register of members before preparing the upload files.

What Happens If the AGM Is Not Held?

Not holding an AGM does not simply suspend annual filing.

For financial statements, Section 137 provides that where an AGM has not been held, the signed financial statements and required documents are to be filed within 30 days of the last date before which the AGM should have been held, together with the facts and reasons for not holding the AGM.

Similarly, Section 92 requires the annual return to be filed within 60 days of the date on which the AGM should have been held, together with the required statement of reasons.

A missed AGM can therefore create two separate issues:

1. non-compliance relating to holding the AGM; and
2. non-compliance relating to annual ROC filings.

Management should not postpone AOC-4 and MGT filing indefinitely merely because the AGM itself was missed.

Conditional ROC Compliances Often Missed by Private Companies

The annual filing cycle should include an applicability review instead of assuming that only AOC-4 and MGT-7/MGT-7A matter.

DPT-3 : deposits and specified amounts not treated as deposits

DPT-3 can apply even where a company does not think of itself as accepting "public deposits". The Companies (Acceptance of Deposits) Rules require reporting of specified deposit information and prescribed transactions/amounts not treated as deposits.

The normal annual timeline is 30 June for the relevant information as at 31 March.

For FY 2025–26, MCA provided a special relaxation allowing filing without additional fee up to 31 July 2026 because of MCA data-centre restoration work. That was a temporary 2026 relief and should not be treated as the normal annual due date.

A finance team should map year-end balances such as director-related funding, inter-corporate amounts and other receipts against the deposit rules instead of deciding DPT-3 applicability from the ledger caption alone.

MSME Form I : overdue amounts to micro and small suppliers

MSME Form I is a conditional half-yearly return. Under the current framework, it applies to specified companies where payments to micro or small enterprise suppliers remain outstanding for more than 45 days from the date of acceptance or deemed acceptance.

The normal filing dates are:

• 31 October for the April–September period; and
• 30 April for the October–March period.

A nil return is not required merely because the company purchases from MSMEs. The reporting condition should be tested against actual overdue balances.

ADT-1 : auditor appointment or reappointment

ADT-1 is linked to the appointment/reappointment of the statutory auditor; it should not be mechanically treated as an annual form every year during an existing five-year appointment.

Where an auditor is appointed or reappointed at the AGM, the notice is generally filed within 15 days of the appointment.

The audit file should contain the auditor's consent, eligibility certificate, appointment resolution and relevant communication in addition to the MCA filing.

DIR-3 KYC : important change from 31 March 2026

A common compliance checklist still says that every director must file DIR-3 KYC every year by 30 September. That is no longer the current rule.

With effect from 31 March 2026, MCA replaced the annual KYC framework with an abridged once-in-three-financial-years DIR-3 KYC Web requirement, with the prescribed filing by 30 June following the relevant three-year cycle. The revised framework also requires specified changes in contact/residential particulars to be updated within the prescribed event-based timeline.

For FY 2025–26 compliance planning, review each director's DIN/KYC position rather than blindly creating an annual 30 September task.

CSR, beneficial ownership and other conditional forms

Depending on the company, further filings or disclosures may arise from:

• Corporate Social Responsibility applicability;
• significant beneficial ownership;
• related-party transactions;
• changes in share capital or allotments;
• creation/modification/satisfaction of charges;
• loans, guarantees and investments;
• foreign investment or overseas investment rules;
• cost records/cost audit; or
• sector-specific regulation.

These are not automatically annual ROC forms for every private company, but they should form part of the year-end legal-compliance review.

Documents to Keep Ready for Annual ROC Filing

A practical document pack should normally include:

1. final signed audited financial statements;
2. statutory auditor's report;
3. Board's Report and applicable annexures;
4. Board meeting notices, resolutions and signed minutes;
5. AGM notice, attendance/proxy records, resolutions and minutes;
6. updated register of members and share-transfer/allotment history;
7. director and KMP details and changes during the year;
8. register of directors and key managerial personnel;
9. declarations/disclosures of directors, as applicable;
10. details of related parties and related-party approvals;
11. list and ageing of micro and small enterprise creditors;
12. details of deposits and amounts not treated as deposits;
13. details of subsidiaries, associates and joint ventures;
14. current registered-office photograph for MGT-7/MGT-7A;
15. MGT-8 certification, where applicable after testing Rule 11(2);
16. DSCs of authorised signatories and professional certification details where applicable; and
17. prior-year SRNs and current-year event-based ROC filing records for reconciliation.

ROC Filing Fees, Additional Fees and Penalties

It is important to distinguish three different concepts:

1. Normal MCA filing fee

The normal filing fee depends on the applicable statutory fee table and, for relevant company forms, factors such as nominal share capital. The current MCA portal should be used to determine the exact amount for the company.

2. Additional filing fee for delay

For filings under Sections 92 and 137 where the relevant filing period expired after 30 June 2018, the prescribed additional fee is ₹100 per day of delay for the relevant annual-return or financial-statement filing.

This is a filing fee consequence. It should not be confused with an adjudicated statutory penalty.

3. Statutory penalties

For failure to file the annual return within the Section 92 timeline, Section 92(5) provides for a penalty of ₹10,000, with a further ₹100 per day for continuing failure, subject to the statutory caps of ₹2 lakh for the company and ₹50,000 for an officer in default.

For failure to file financial statements within the Section 137 timeline, Section 137(3) similarly provides for a company penalty of ₹10,000 plus ₹100 per day for continuing failure, capped at ₹2 lakh. Responsible officers can also face a separate penalty, subject to the statutory cap.

Accordingly, a prolonged default can create both:

• accumulating additional filing fees; and
• separate statutory exposure for the company and responsible officers.

Qualifying companies may have specific penalty-relief provisions under the Act, but those provisions should not be assumed to waive the portal's additional filing fee.

Common Annual ROC Filing Mistakes

1. Treating 30 October and 29 November as universal due dates

These are common dates only where a normal subsequent AGM is held on 30 September. The legal filing periods run from the actual AGM date.

2. Using the old small-company thresholds

The prescribed thresholds changed from 1 December 2025. Using an old checklist can result in the wrong annual-return form.

3. Assuming "no turnover" means no filing

Annual corporate compliance ordinarily continues while the company remains active.

4. Filing MGT-7/MGT-7A without reconciling the cap table

Shareholder names, shareholding, transfers and capital should agree with the register of members and prior ROC filings.

5. Ignoring the registered-office photograph requirement

The current V3 annual-return workflow expects a recent registered-office photograph with the company's name and address visibly displayed.

6. Treating DPT-3 as relevant only to public deposits

Certain amounts that are not treated as deposits under the rules can still trigger annual reporting. Review the underlying nature of year-end balances.

7. Filing ADT-1 every year without checking the auditor's tenure

ADT-1 is linked to appointment/reappointment or other applicable auditor events, not merely the passage of another financial year.

8. Continuing to follow the old annual DIR-3 KYC calendar

From 31 March 2026, the KYC regime changed to a three-year cycle. Director-specific applicability should be checked.

9. Missing CFS or XBRL applicability

A private company's standalone legal form does not by itself answer whether consolidated accounts or XBRL filing is required.

10. Waiting until the last filing day

DSC issues, expired DSCs, master-data mismatches, professional certification, large shareholder files or portal validations can delay filing. A well-controlled company should target completion ahead of the statutory deadline.

A Better Annual ROC Compliance Process for Finance Teams

For growing private companies, the most reliable approach is to run annual ROC compliance as a controlled close process.

Phase 1 : Year-end legal and finance reconciliation

Immediately after 31 March:

• reconcile share capital and statutory registers;
• identify director/KMP changes;
• assess small-company status;
• assess Ind AS, CFS and XBRL applicability;
• map related parties;
• age MSME creditors;
• review deposits/non-deposit amounts; and
• confirm auditor tenure.

Phase 2 : Audit and Board approval

Before the AGM:

• close audit adjustments;
• finalise signed financial statements;
• prepare the Board's Report and annexures;
• complete applicable Board approvals; and
• prepare the AGM pack.

Phase 3 : AGM and filing

After the AGM:

• record signed minutes and resolutions;
• file AOC-4 within the applicable period;
• file ADT-1 where an appointment/reappointment requires it;
• prepare the latest registered-office photograph;
• reconcile the shareholder/debenture-holder upload; and
• file MGT-7 or MGT-7A within the applicable period.

Phase 4 : Post-filing control

After successful filing:

• download and archive SRNs, challans and acknowledgements;
• verify the MCA master data where relevant;
• update the compliance tracker;
• retain final filed copies with supporting evidence; and
• record the next due date rather than rebuilding the calendar next year.

This process reduces the risk of inconsistencies between finance records, Board records and MCA data.

Practical Example

Assume ABC Private Limited:

• has a 31 March 2026 financial year-end;
• is not holding its first AGM;
• holds its AGM on 15 September 2026;
• is not granted an AGM extension; and
• has completed its audit before the AGM.

Its principal annual-filing timetable would ordinarily be:

The example demonstrates why a company should calculate deadlines from its actual corporate events, not from a generic internet compliance calendar.

When Professional Assistance Is Useful

Professional support can be particularly useful where:

• prior-year ROC filings are pending;
• the company has not held its AGM on time;
• the auditor is unavailable or there is an auditor change;
• shareholding records do not match MCA data;
• the company has subsidiaries/associates or needs consolidation;
• XBRL or Ind AS may apply;
• DPT-3 classification is unclear;
• there are material MSME overdue balances;
• there have been loans, guarantees, share allotments or related-party transactions; or
• the company is receiving MCA/ROC notices.

For a broader view of available support, see [Compliance Desk services](/services.php) or review [service and pricing options](/price.php).

Frequently Asked Questions

1. What is the ROC annual filing due date for a private limited company for FY 2025–26?

For a normal private company, financial statements are generally filed within 30 days of the AGM and the annual return within 60 days of the AGM. If a subsequent AGM is held on 30 September 2026, the commonly resulting dates are 30 October 2026 for AOC-4 and 29 November 2026 for MGT-7/MGT-7A.

2. Is ROC annual filing required if a private limited company has zero turnover?

Generally, yes. An active company's annual Companies Act obligations do not disappear merely because there was no turnover or business activity.

3. What is the difference between AOC-4 and MGT-7?

AOC-4 is used for filing the company's financial statements and prescribed documents. MGT-7 is the annual return containing corporate and governance information. They arise under different sections and have different filing periods.

4. Who can file MGT-7A instead of MGT-7?

MGT-7A is the abridged annual-return form for an OPC and a qualifying small company. Small-company eligibility must be tested under the complete Section 2(85) definition and current thresholds.

5. What are the current small-company limits in 2026?

From 1 December 2025, the prescribed financial thresholds are paid-up share capital not exceeding ₹10 crore and turnover not exceeding ₹100 crore, subject to the statutory exclusions in the definition.

6. Is 30 September the annual ROC filing deadline?

No. 30 September is commonly the outer AGM date for a subsequent AGM of a company with a 31 March year-end, where no extension applies. AOC-4 and MGT-7/MGT-7A have separate filing periods calculated from the actual AGM date.

7. Is DPT-3 mandatory for every private limited company?

Not automatically in every fact pattern. DPT-3 applicability depends on deposits and prescribed transactions/amounts not treated as deposits under the applicable rules. The year-end balance sheet and underlying transactions should be reviewed before deciding applicability.

8. Does every director still have to file DIR-3 KYC every year by 30 September?

No. With effect from 31 March 2026, the KYC framework moved to a once-in-three-financial-years DIR-3 KYC Web cycle, with prescribed event-based updating for specified changes. Each DIN holder's position should be checked individually.

9. What happens if AOC-4 or MGT-7 is filed late?

Late filing can attract the prescribed ₹100-per-day additional fee for the relevant Section 92/137 filing, and statutory penalties can apply separately to the company and responsible officers.

10. Can a company file annual returns if the AGM was not held?

The Companies Act provides a filing mechanism even where the AGM was not held: the relevant filing period is linked to the date on which the AGM should have been held, and the company must provide the prescribed reasons. This does not cure the separate AGM default.

Need Help With Annual ROC Compliance?

If you are unsure which ROC filings apply to your private limited company, whether MGT-7 or MGT-7A is appropriate, or how to regularise an earlier filing gap, Compliance Desk can help review the company's records, identify the applicable filings and support the annual compliance process.

You can explore service page or review Pricing page for more information or professinal advice. we will be more than happy to serve you.