ROC Annual Filing FY 2025-26: AOC-4, MGT-7 & AGM Deadline Guide

Your FY 2025-26 financial year ended on March 31 — but the compliance clock is still ticking. Every private limited company, public company, and One Person Company registered under the Companies Act, 2013 must hold its Annual General Meeting by September 30, 2026 and then file a cascade of forms with the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA). Miss the AGM deadline without ROC permission, and Section 99 penalties apply immediately. Miss the filing deadlines that follow, and ₹100 per day accrues — for every officer in default, with no upper cap.

For CA firms, August is not a quiet month. It is the window to finalise audit-ready accounts, get Directors' Reports drafted, check director KYC status, and begin AGM coordination across company clients — well before the September crunch. This guide gives you the exact deadlines, the form-by-form requirements, a practical preparation checklist, and the penalties you need to communicate clearly to your clients.

Who Must File ROC Annual Returns for FY 2025-26

All entities incorporated under the Companies Act, 2013 must complete annual ROC compliance regardless of turnover, profit, or operational activity. This includes:

• Private limited companies — including newly incorporated and shell companies
• Public limited companies — listed and unlisted
• One Person Companies (OPCs) — exempt from AGM but must still file AOC-4 and MGT-7
• Section 8 companies (non-profit) — full compliance applies
• Foreign company subsidiaries incorporated in India
• Dormant companies — use simplified Form MSC-3, but annual filing still required

LLPs are different. LLPs registered under the Limited Liability Partnership Act, 2008 file Form 11 (Annual Return) by May 30 and Form 8 (Statement of Account & Solvency) by October 30, 2026. This guide covers companies only.

Small Companies (paid-up capital ≤ ₹2 crore AND turnover ≤ ₹20 crore) qualify for simplified filings — MGT-7A instead of MGT-7, and reduced Directors' Report disclosures. Verify whether your clients qualify, because filing the full MGT-7 when MGT-7A applies wastes time and creates unnecessary data entry.

The September 30 AGM Deadline — Why It Cannot Slip

Section 96(1) of the Companies Act, 2013 is unambiguous: every company (other than OPCs) must hold an AGM within six months from the close of each financial year. For FY 2025-26 (ended March 31, 2026), that deadline is September 30, 2026.

The only escape valve is Section 96(2): the ROC may, on application, grant an extension of up to three months for special reasons. This is not a routine ask. Routine filing workload, audit delays, or "the CA was unavailable" do not qualify. Do not count on an extension.

Why the AGM matters beyond compliance: The financial statements that go into AOC-4 — the Balance Sheet, Profit and Loss Account, Cash Flow Statement — must first be adopted at the AGM. They must be placed before shareholders after being approved at a board meeting and certified by the statutory auditor. If the AGM does not happen, AOC-4 cannot be validly filed.

AGM notice requirements: Under Section 101, you must give members at least 21 days' clear notice before the AGM (shorter notice is permitted with consent of 95% of members). If your AGM is September 30, the notice must go out by September 8 at the latest. That means board approval of accounts must happen even earlier — target mid-August.

Complete Filing Calendar for FY 2025-26

Assuming the AGM is held on the last permissible date — September 30, 2026 — here are all the ROC filing deadlines:

If your AGM is earlier, all deadlines shift earlier. A company that holds its AGM on August 31, 2026 must file AOC-4 by September 30, MGT-7 by October 30, and ADT-1 by September 15. CA firms should push clients toward early AGMs — the buffer protects everyone.

Form-by-Form: What Each Filing Contains

AOC-4 — Filing Your Financial Statements

AOC-4 is the primary financial disclosure form under Section 137 of the Companies Act, 2013. It contains:

• Audited Balance Sheet, P&L Account, and Cash Flow Statement (mandatory for all except certain small companies)
• Directors' Report — including the Management Discussion & Analysis, business overview, risk factors, and outlook
• Auditor's Report signed by the statutory auditor
• Secretarial Audit Report in Form MR-3 (mandatory for listed companies and companies with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore)
• Form AOC-2 as an annexure — disclosing related party transactions that are not at arm's length or not in the ordinary course of business

XBRL filing threshold: Companies with paid-up capital of ₹5 crore or more OR turnover of ₹100 crore or more must file AOC-4 in XBRL format using structured data tags aligned to the MCA taxonomy. XBRL tagging is a specialist task that adds 3–5 working days to the process. Check this threshold now.

Example: Malhotra Pharma Pvt Ltd has paid-up capital of ₹3 crore and turnover of ₹45 crore. XBRL is not required — they file the standard AOC-4. Their sister concern, Malhotra Labs Pvt Ltd, has turnover of ₹120 crore — XBRL is mandatory.

MGT-7 / MGT-7A — Annual Return

Filed under Section 92, the annual return is a comprehensive snapshot of the company's state as on March 31, 2026:

• Registered office address and principal business activities
• Details of all share classes, face value, and paid-up capital
• Complete list of shareholders with their shareholding percentage
• List of directors and Key Managerial Personnel (CFO, Company Secretary, CEO)
• Details of all secured and unsecured borrowings
• Penalties or punishments imposed on the company or its officers during FY 2025-26

MGT-8 certification: If the company has paid-up capital of ₹10 crore or more OR turnover of ₹50 crore or more, the MGT-7 must be certified by a practising Company Secretary (CS) in Form MGT-8. Plan for this well in advance — practising CS availability tightens in October-November.

MGT-7A is available for small companies (both thresholds: capital ≤ ₹2 crore AND turnover ≤ ₹20 crore) and OPCs. The form requires far fewer disclosures. If Anand Services OPC has turnover of ₹80 lakh and capital of ₹1 lakh, they file MGT-7A — not the full MGT-7.

ADT-1 — Auditor Appointment

ADT-1 must be filed within 15 days of the AGM whenever an auditor is appointed or reappointed. The company files ADT-1, not the auditor.

Under Section 139(2), listed companies and certain other public companies cannot reappoint the same audit firm after a maximum term of 10 years (two consecutive terms of 5 years). Private companies are subject to mandatory rotation after 10 years. Check whether your client's current audit firm is approaching term limits — a new appointment requires additional board and shareholder approval.

Preparation Checklist: August and September 2026

Most delays happen upstream of filing, not at the MCA portal. Here is the practical sequence:

August 2026 (Start Now)

• [ ] Confirm audit completion date with the statutory auditor — get a firm commitment in writing
• [ ] Verify director DIN status for all directors on MCA21: a deactivated DIN (due to pending DIR-3 KYC) prevents all MCA filings
• [ ] Complete DIR-3 KYC for any director whose KYC is overdue — deadline September 30 annually
• [ ] Collect Form MBP-1 disclosures of interest from all directors (must be updated at each board meeting)
• [ ] Draft Directors' Report — this is the most time-consuming document; start early
• [ ] Identify related party transactions for AOC-2 annexure — cross-reference with ledger data
• [ ] Check XBRL applicability for each company client; assign XBRL tagging work if required
• [ ] Verify auditor term limits — if a new auditor must be appointed, initiate the process

September 2026

• [ ] Board Meeting: Formally approve audited financial statements (required before AGM)
• [ ] Issue AGM notice with at least 21 clear days' notice (by September 8 if AGM is September 30)
• [ ] Dispatch financials to all members (or make available on website for large companies)
• [ ] Conduct AGM and pass all resolutions — adoption of accounts, auditor reappointment, dividend declaration if any
• [ ] Prepare AGM minutes within 30 days of AGM (Section 118)

October–November 2026 (Post-AGM Filing Sprint)

• [ ] File ADT-1 by October 15
• [ ] File AOC-4 (and AOC-4 CFS if applicable) by October 30
• [ ] File MGT-7 / MGT-7A by November 29
• [ ] File MGT-14 for any special resolutions within 30 days of passing

Common Mistakes and the Penalties They Trigger

Mistake 1: Filing AOC-4 before board approval of accounts.

The financial statements must be approved by the Board in a board meeting and signed by at least two directors (or the sole director in case of OPC) before they can be placed at the AGM or filed with ROC. Filing without proper board approval exposes directors to Section 134 violations.

Mistake 2: Ignoring director KYC.

If even one director's DIN is "Deactivated — KYC not done," MCA will block your filing. This is a fixable problem, but it takes 3–5 working days after KYC update for the system to reflect it. Don't discover this in October.

Mistake 3: Not filing MGT-14 for resolutions.

Every resolution passed at the AGM that requires MGT-14 filing (special resolutions, certain ordinary resolutions) must be filed within 30 days. CA firms sometimes forget this in the rush of AOC-4 and MGT-7, triggering a separate penalty.

Mistake 4: Skipping AOC-2 when applicable.

If the company transacted with related parties on terms not at arm's length, the AOC-2 annexure to the Directors' Report is mandatory. Omitting it makes the Directors' Report incomplete and the AOC-4 filing defective.

The real penalty arithmetic: Rohan Enterprises Pvt Ltd files its MGT-7 220 days late (filed in June 2027 instead of November 2026). The company has three directors.

• Company penalty: 220 × ₹100 = ₹22,000
• Each director penalty: 220 × ₹100 = ₹22,000 each
• Total for three directors: ₹66,000
• Grand total: ₹88,000 — plus professional fees to handle the late filing

The CCFS-2026 scheme, which offered a 90% fee waiver on additional fees for pending ROC filings, closed earlier in 2026. No equivalent relief window is currently open. Filing on time is the only cost-free option.

Key Takeaways

• Every company (except OPC) must hold its AGM by September 30, 2026 — Section 96(1) of the Companies Act, 2013
• AOC-4 (financial statements) is due 30 days after the AGM: October 30 if AGM is on September 30
• MGT-7 / MGT-7A (annual return) is due 60 days after the AGM: November 29 if AGM is September 30
• ADT-1 (auditor reappointment) must be filed within 15 days of AGM: October 15 if AGM is September 30
• Late filing penalties run at ₹100 per day with no cap, applying separately to the company and each officer in default
• XBRL filing is mandatory where paid-up capital ≥ ₹5 crore or turnover ≥ ₹100 crore — check now, not in October

How corpus Helps

corpus keeps your company clients' books audit-ready throughout the year, not just at quarter-end. The platform's structured ledger ensures that the Balance Sheet and P&L that go into AOC-4 reconcile precisely with GSTR-3B, GSTR-1, and TDS challans — eliminating the last-minute reconciliation scrambles that push AGMs to the September 30 deadline every year.

For CA firms managing multiple company clients, corpus's multi-client dashboard gives you a single view of which companies have completed FY 2025-26 closing, which have outstanding audit queries, and which statutory filings are approaching their deadline. Generate the trial balance, schedules, and groupings your auditor needs directly from corpus — and start this AGM season ahead of the curve.

Begin your FY 2025-26 annual filing preparation on corpus today so your company clients reach the AGM window with everything in order.