ROC Annual Filing Deadlines for Private Limited Companies — FY 2025-26
AOC-4, MGT-7A, ADT-1, DIR-3 KYC — exact deadlines for FY 2025-26 based on AGM by 30 Sep 2026. Missing these costs ₹100/day per form in MCA late fees.
HRA Research Desk
Chartered Accountant · Harun Raaj & Associates
Every private limited company incorporated in India must complete four mandatory annual filings with the Registrar of Companies (ROC) after the close of each financial year. These are not optional. They are not deferrable without penalty. And they cascade: the AGM must happen first, because three of the four forms measure their deadlines from the date of the AGM.
This guide covers every deadline for FY 2025-26, the forms required, who qualifies for simplified versions, and the late fee structure. Read it before your September calendar fills up.
The AGM: Everything Starts Here
Under s.96(1) of the Companies Act 2013, every company must hold its Annual General Meeting within six months of the close of each financial year. For FY 2025-26, which ends on 31 March 2026, the AGM must be held by 30 September 2026.
One exception: the first AGM of a newly incorporated company can be held within nine months of the first financial year-end, or within 18 months of the date of incorporation, whichever is earlier, under the proviso to s.96(1). First-year companies therefore sometimes have more time.
The Registrar can, on application, extend the AGM deadline by up to three months under s.96(1), but the application must be made before the deadline, not after it passes. Do not count on this as a planning tool.
The AGM is the trigger event. Once you know your AGM date, every downstream filing deadline is calculable.
AOC-4: Financial Statements
Statutory basis: s.137 Companies Act 2013; Rule 12 Companies (Accounts) Rules 2014
What it is: The AOC-4 form files the company's adopted financial statements (balance sheet, profit and loss account, cash flow statement, notes) and the Board's Report with the ROC.
Deadline: Within 30 days of the AGM. If the AGM is held on 30 September 2026, the AOC-4 deadline is 29 October 2026.
XBRL requirement: Companies with a paid-up share capital of ₹5 crore or more, or with a turnover of ₹100 crore or more, must file financial statements in XBRL format (Extensible Business Reporting Language) under the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules 2011. If your company does not cross either threshold, the normal AOC-4 form (PDF attachments) applies.
Common mistake: Some founders believe the financial year-end is the AOC-4 deadline. It is not. The deadline is 30 days from the AGM, which itself is triggered by the financial year-end. The two-step structure is intentional: the accounts must be approved and adopted at the AGM before they are filed.
MGT-7A: Annual Return for Small Companies
Statutory basis: s.92 Companies Act 2013; Rule 11 Companies (Management and Administration) Rules 2014; Companies (Management and Administration) Amendment Rules 2021
What it is: The annual return contains details of the company's shareholders, directors, registered office, share capital, debentures, and other statutory particulars as at the close of the financial year.
Which form applies:
The Companies (Management and Administration) Amendment Rules 2021 introduced MGT-7A, a simplified annual return form for small companies and One Person Companies (OPCs). A company qualifies as a "small company" under s.2(85) of the Companies Act 2013 if its paid-up share capital does not exceed ₹4 crore and its turnover as per the last financial statements does not exceed ₹40 crore. If both thresholds are met, MGT-7A applies. If either threshold is exceeded, the full MGT-7 form applies instead.
Deadline: Within 60 days of the AGM. For an AGM on 30 September 2026, the MGT-7A (or MGT-7) deadline is 29 November 2026.
Signing requirement: For companies required to file MGT-7 (not MGT-7A), the annual return must be certified by a Company Secretary in Practice (CS in Practice) if the paid-up capital of the company is ₹10 crore or more or if the turnover is ₹50 crore or more, under the proviso to s.92(2).
ADT-1: Auditor Appointment
Statutory basis: s.139 Companies Act 2013; Rule 4 Companies (Audit and Auditors) Rules 2014
What it is: ADT-1 is the notice of appointment or reappointment of the statutory auditor filed with the ROC. The auditor is appointed at the AGM, and the company must notify the ROC within 15 days.
Deadline: Within 15 days of the AGM. For an AGM on 30 September 2026, the ADT-1 deadline is 14 October 2026.
Five-year term: Under s.139(1), an individual auditor can serve for a maximum term of five consecutive years, and an audit firm for a maximum of two terms of five consecutive years (i.e., 10 years total), after which a mandatory cooling-off period applies. If a rotation is due at this AGM, the ADT-1 must reflect the new appointment. The appointment of an auditor to fill a casual vacancy under s.139(8) has a separate 30-day notification requirement.
Common mistake: Companies that continue with the same auditor year after year sometimes assume they do not need to file ADT-1. This is incorrect. ADT-1 must be filed each year a formal appointment or reappointment is made at the AGM.
DIR-3 KYC: Director KYC Annual Update
Statutory basis: Rule 12A Companies (Appointment and Qualification of Directors) Rules 2014
What it is: Every director who has been allotted a Director Identification Number (DIN) must submit their KYC details to the MCA each year through either DIR-3 KYC (full web form with OTP verification) or DIR-3 KYC-WEB (where details are already on record and only OTP confirmation is needed).
Deadline: 30 September each year. For the current cycle, the deadline is 30 September 2026.
Who must file: Every director with an active DIN, regardless of whether they are currently a director in any active company or not. The obligation runs with the DIN holder, not the company. If a company has three directors, all three must complete DIR-3 KYC individually.
Consequence of non-filing: If DIR-3 KYC is not completed by 30 September, the DIN is marked "Deactivated due to non-filing of DIR-3 KYC" on the MCA portal. A deactivated DIN cannot be used to authorise any company filing. Reactivation requires filing DIR-3 KYC with a late fee of ₹5,000 per DIN.
Critical point: This is the one deadline in this list that does not depend on the AGM date. It is a fixed calendar deadline of 30 September, regardless of when the AGM is held or whether it has been held at all. Founders who focus only on the post-AGM forms sometimes miss DIR-3 KYC entirely.
Late Fee Structure
The Companies Act 2013 does not set a cap on late fees for annual filing forms. Under the Companies (Registration Offices and Fees) Rules 2014, Schedule X, late fees are levied on the basis of the delay period from the due date.
For most annual forms (AOC-4, MGT-7, MGT-7A, ADT-1), the late fee structure is:
- Up to 30 days late: 2x the normal filing fee
- 31 to 60 days late: 4x the normal filing fee
- 61 to 90 days late: 6x the normal filing fee
- 91 to 180 days late: 10x the normal filing fee
- Beyond 180 days: 12x the normal filing fee
A commonly cited figure of ₹100 per day is sometimes used as a shorthand, but the actual late fee is a multiplier of the base government fee, not a flat per-day penalty. The base fee depends on the company's authorised share capital. For most small private limited companies (authorised capital of ₹1 lakh to ₹5 lakh), the base fee per form is ₹200, so a 12x multiplier means ₹2,400 per form at maximum delay, plus the original ₹200.
The more serious consequence of late or non-filing is not the fee: it is that MCA portal operations, including filing of other statutory forms, may get blocked while the defaults are outstanding. This cascades into operational paralysis for the company.
Complete Deadline Summary for FY 2025-26
Assuming AGM is held on the last permissible date (30 September 2026):
If your AGM is held earlier than 30 September (which is recommended), each downstream deadline moves earlier proportionally. Holding the AGM in August, for example, moves the AOC-4 deadline to September and the MGT-7A to October.
Three Common Mistakes Founders Make
Mistake 1: Confusing the financial year-end deadline with the filing deadline. The filing deadlines run from the AGM, not from 31 March. Many founders assume they have until some time in April or May. The actual sequence is: close books by late May, adopt accounts at AGM by September, file with ROC within 30 or 60 days of AGM.
Mistake 2: Forgetting DIR-3 KYC for every director. It is common to complete DIR-3 KYC for the managing director but overlook nominee directors or investor-appointed directors. Every DIN holder must file. Check your board composition in the MCA portal against who has completed KYC.
Mistake 3: Not checking the XBRL threshold each year. A company that was below the ₹5 crore paid-up or ₹100 crore turnover threshold last year may have crossed it this year. The XBRL requirement changes the filing process significantly: you need an XBRL converter tool, a qualified professional, and additional preparation time. Do not discover this requirement on the day of filing.
What Happens If the AGM Is Not Held
If a company fails to hold the AGM within the statutory period, the Registrar can call an AGM on the application of any member under s.97 of the Companies Act 2013. The company and every officer who is in default is liable to a penalty under s.99: ₹1 lakh for the company and ₹1 lakh for each officer in default, with a further penalty of ₹5,000 per day of continuing default.
Beyond the statutory penalty, an AGM that does not happen means financial statements that are not adopted, which means AOC-4 cannot be filed, which means the company is in default on multiple fronts simultaneously.
Hold the AGM on time. Everything else follows from it.
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Harun Raaj & Associates handles annual ROC compliance for private limited companies, including AGM assistance, financial statement preparation, and all MCA filings. Learn more at pvtltd.co.
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