Annual ROC Compliance for Private Limited Companies: FY 2025-26 Guide

Company law - ROC annual compliance - FY 2025-26

Last reviewed: 9 October 2026. The AGM deadline for FY 2025-26 passed on 30 September, and the clock for the real work has now started: the 15-day ADT-1 window runs out on 15 October, AOC-4 is due on 30 October and the annual return follows on 29 November for companies that held their AGM on the last permitted day. This guide walks a private limited company through the whole annual cycle in the order it actually happens, with the forms, the dates, what each one costs if it slips, and the traps we see most often in practice.

1. What annual ROC compliance covers

Founders usually think of annual compliance as two forms, AOC-4 and MGT-7. In practice it has three layers, and a notice from the Registrar can come from any of them. The first layer is governance: holding the board meetings the Act requires, approving the accounts, and holding the AGM on time. The second is filing: ADT-1, AOC-4, MGT-7 or MGT-7A, MSME-1, DPT-3 and the directors' KYC. The third is maintenance: statutory registers, minutes, disclosures by directors, beneficial ownership declarations and the registered office requirements. A company can be perfectly on time with the forms and still be in default because the AGM was a day late or no director gave the annual disclosures.

Annual compliance applies to every company on the register, whether it traded, earned nothing or made a loss. There is no turnover threshold and no nil-activity exemption. If you are in the first year after incorporation, read our first-year compliance checklist alongside this guide, because the first AGM and first auditor rules differ.

2. The FY 2025-26 compliance calendar

The table assumes a private company with a 31 March year end that held its AGM on 30 September 2026. If your AGM was earlier, the after-AGM dates move earlier by the same number of days. Always count from the date the AGM was actually held.

Note two calendar quirks this year. 29 November 2026 is a Sunday and 31 October 2026 is a Saturday. The MCA portal accepts filings on those days, but do not plan to file at the last hour: the portal is slowest in the final days and a payment failure on the due date is still a late filing. Practically, aim to file AOC-4 and MSME-1 by Friday 30 October. We found no MCA circular extending the FY 2025-26 dates as on 9 October 2026. Relaxations have been given in earlier years, for example for FY 2024-25, but plan to the statutory dates unless a circular is actually notified.

3. The correct sequence: accounts, audit, board, AGM

Most late filings are caused by a broken sequence rather than a lazy filer. The accounts must be final before the auditor signs, the auditor must sign before the board approves, and the board must approve before the notice of the AGM goes out with the accounts attached. A compact timeline that works for a 31 March year end looks like this.

If you close your books monthly, the first two rows take days, not weeks. Our month-end close checklist shows the routine that keeps the year-end clean. The auditor's report is the long pole: statutory audit is a separate engagement by an independent chartered accountant, and it cannot be compressed to suit your filing date. Our note on statutory audit applicability and appointment covers the appointment side.

4. AGM rules and what a late AGM costs

Every company must hold an AGM within six months of the financial year end, so by 30 September for a March year end. The first AGM of a company can be held within nine months of the first financial year end. The gap between two AGMs cannot exceed 15 months. The notice must be given at least 21 clear days before the meeting, with shorter notice possible only if all members entitled to vote consent in writing or electronically. A private company is not excused from the AGM because it has two shareholders; the meeting can be short, but it has to be held and minuted.

The Registrar can extend the time for an AGM, other than the first AGM, by up to three months where there is a special reason. The application has to be made before the six-month period runs out, so it is not a remedy after the fact. A default attracts a fine on the company and every officer in default under Section 99, which can reach Rs 1 lakh with a further continuing fine of up to Rs 5,000 for each day the default continues. The business of the AGM that cannot be passed by circulation includes adoption of financial statements, so there is no workaround by written resolution.

One point that is often misunderstood: if the AGM is held late, the 30 and 60-day clocks for AOC-4 and MGT-7 run from the date the AGM is actually held. That means a late AGM does not automatically make AOC-4 late, but it is still a separate default under Section 99 and invites a closer look. Where the board and members are different people, also read our guide on board versus shareholder resolutions so that the right body approves the right item.

5. AOC-4: financial statements

AOC-4 carries the audited balance sheet, statement of profit and loss, cash flow statement where applicable, notes, the auditor's report and the board's report to the Registrar. It is due within 30 days of the AGM at which the accounts were laid before the members. The MCA filing fee depends on nominal share capital and ranges from Rs 200 to Rs 600; confirm the current slab on the MCA fee calculator at the time of filing.

• Standard AOC-4: used by most private companies.
• AOC-4 XBRL: prescribed for listed companies and their Indian subsidiaries, companies with paid-up capital or turnover at or above the prescribed limits, and companies required to follow Ind AS. If your company or its holding company sits in one of these classes, plan extra time for XBRL tagging.
• AOC-4 CFS: where consolidated statements are prepared.
• CSR-2: companies to which Section 135 applies file the CSR report as a separate form linked to the AOC-4 cycle. See our guide to CSR-2 filing.

The financial statements filed must be the ones adopted at the AGM. If the members adopted a version with later corrections, file the adopted version and deal with changes through the proper revised-accounts route under Section 131, not by quietly uploading a different set. A One Person Company does not hold an AGM; its AOC-4 is due within 180 days of the financial year end, which for FY 2025-26 fell on 27 September 2026.

6. MGT-7 and MGT-7A: annual return

The annual return reports the shareholding, directors and key managerial personnel, meetings held, remuneration and contraventions during the year. It is due within 60 days of the AGM. One Person Companies and small companies file the shorter MGT-7A. For a private company, the small company definition is paid-up share capital up to Rs 10 crore and turnover up to Rs 100 crore as per the revised limits effective 1 December 2025 (earlier Rs 4 crore and Rs 40 crore). Holding companies, subsidiary companies, Section 8 companies and companies governed by a special Act cannot be small companies, so a wholly owned subsidiary of a larger group does not qualify even if it is tiny.

Where the annual return is required to be certified by a practising company secretary in Form MGT-8 - the trigger in Section 92(2) is paid-up capital or turnover at or above the prescribed limits - build that certification into the calendar. The certifying professional needs the registers and minutes at least a week before the due date, and it is the single most common reason for a late MGT-7 in larger private companies. The return is signed by a director and, where the company has one, the company secretary.

The return must also match your records. Shareholding in MGT-7 should tie to the register of members, to any share transfer or allotment forms filed during the year, and to the cap table you show an investor. A mismatch between MGT-7 and an earlier PAS-3 is the first thing a due diligence team notices.

7. Auditor appointment and ADT-1

A company appoints its first auditor within 30 days of incorporation through the board and thereafter appoints an auditor at the AGM for a term of five consecutive years, subject to the Section 141 eligibility conditions and the auditor's written consent. ADT-1 must be filed within 15 days of the appointment. Two practical points matter. First, annual ratification of the auditor is no longer required, so an auditor continuing within the five-year term does not trigger a fresh ADT-1 every year. Second, ADT-1 is a company filing even though the auditor consents; the company's director signs it and the delay fee applies to the company.

If the AGM was held on 30 September 2026 and an auditor was appointed or reappointed there, the 15-day window ends on 15 October 2026. When a mid-term vacancy arises through resignation, the auditor files ADT-3 and the company fills the casual vacancy within the prescribed time. For the rotation rules and when a private company is caught by them, see our statutory audit guide.

8. MSME-1 and delayed payments to small suppliers

Under the MCA order issued under Section 405, a company that has procured goods or services from micro or small enterprises and not paid within 45 days of acceptance reports the amount and the reason for delay in Form MSME-1. It is half-yearly: 30 April for dues outstanding as at 31 March, and 31 October for dues outstanding as at 30 September. Dues to medium enterprises are not reported. Non-filing or a false return attracts Section 405(4): a penalty on the company and imprisonment or fine for officers in default.

The filing has a tax edge. Section 43B(h) of the Income-tax Act disallows a payment to a micro or small supplier that is not made within the statutory limit by the due date for filing the return, so the same ageing report that feeds MSME-1 also tells you what may be disallowed. Treat them as one exercise. Ask your accountant for an MSME vendor ageing as at 30 September that uses the date of acceptance, not the invoice date, and check each vendor's Udyam registration.

9. DPT-3: deposits and director loans

DPT-3 is due by 30 June every year for the position as at 31 March. Many companies assume it is only for those that accept public deposits. It also reports outstanding receipts of money that are not deposits - the common example being a loan received from a director or from a shareholder - and for those receipts the company must have taken the prescribed declaration at the time of receipt. A company with no deposits but with a director's loan on its balance sheet still needs to file. This is a recurring trap for startups funded by founder loans before a priced round. If you missed the June 2026 date, file now: the additional fee keeps running and the investor diligence checklist will ask for it.

10. Directors: KYC, disclosures and board meetings

Director KYC. As reported from the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 (G.S.R. 943(E), 31 December 2025), routine DIR-3 KYC moved from every year to once in three financial years, due by 30 June of the relevant year, with a change in mobile number, email or residential address to be updated within 30 days through the KYC web form. Directors who completed KYC for 2025-26 are reported to have their next routine filing in April to June 2028. Because portal labels and secondary summaries differ on the effective date and form name, confirm on the MCA portal for each DIN before relying on a date. Keep the DSC valid too; our DSC guide covers renewal and registration.

Disclosures. Each director gives a declaration of non-disqualification in Form DIR-8 on appointment, and a disclosure of interest in Form MBP-1 at the first board meeting of every financial year. These do not go to the Registrar but must be in the company's records and are checked by the auditor and in diligence.

Board meetings. Section 173 requires at least four board meetings a year with no more than 120 days between two meetings. One Person Companies, small companies and dormant companies are treated as compliant if at least one meeting is held in each half of the calendar year with a gap of not less than 90 days. Meetings should follow Secretarial Standards SS-1, and the minutes must be signed within 30 days.

11. Event-based filings that sit beside the annual cycle

Annual forms do not replace event-based filings. These are the ones that most often fall through the cracks, and the Registrar's data shows them as separate defaults.

A company with foreign shareholders, including an NRI founder, has the RBI overlay as well, and the books must support it. The FLA return is easy to miss because it is not an MCA form.

12. Cost of default

The additional fee is a fee, not a penalty, and filing late does not stop the Registrar from also levying the penalty. They are cumulative. If your backlog is old, our note on what happens after the CCFS-2026 window closed explains the position for pending AOC-4, MGT-7 and ADT-1 filings.

13. Worked examples

Example 1: A company that files a little late

A private company holds its AGM on 30 September 2026. It files AOC-4 on 12 November 2026, which is 13 days after the 30 October due date, and MGT-7 on 20 December 2026, which is 21 days after the 29 November due date. Additional fee: 13 days x Rs 100 = Rs 1,300 for AOC-4 and 21 days x Rs 100 = Rs 2,100 for MGT-7, a total of Rs 3,400 plus the normal filing fees. The two delays are counted separately; filing MGT-7 on time would not have cured the late AOC-4. The Registrar can still initiate Section 137 and Section 92 penalty proceedings against the company and its officers.

Example 2: A late AGM and how the clocks reset

A company's accounts are not ready, and it holds the AGM on 20 December 2026 without an extension from the Registrar. The AGM is 81 days late (1 October to 20 December), which is a Section 99 default for the company and each officer in default. From the actual AGM date, AOC-4 is due on 19 January 2027 and MGT-7 on 18 February 2027. If these are filed on those dates there is no additional fee for AOC-4 or MGT-7, but the Section 99 exposure remains. The cleaner course would have been to apply to the Registrar for an extension before 30 September.

Example 3: A backlog that has crossed the disqualification line

A company incorporated in 2021 has not filed AOC-4 or MGT-7 for FY 2022-23, FY 2023-24 and FY 2024-25. Each year's pair is now more than a year late. For one year's pair filed 400 days late, the additional fee alone is Rs 100 x 400 days x 2 forms = Rs 80,000, and the same arithmetic repeats for each year. More importantly, three continuous years of default means every director is disqualified under Section 164(2) for five years, the DIN is deactivated, and the director cannot sign filings or be appointed elsewhere until the position is regularised. The order of work then matters: clear the filings oldest year first, restore compliance, and take advice on the disqualification status of each director.

Example 4: MSME-1 for 31 October 2026

A trading company bought goods worth Rs 4 lakh from a micro enterprise, accepted on 1 August 2026, and has not paid by 30 September 2026. The dues are 60 days old on the reporting date, so they exceed the 45-day limit and must be reported in the April-to-September MSME-1 due on 31 October 2026, with the reason for delay. Because payment was not made within the statutory limit, the same Rs 4 lakh may also face a Section 43B(h) disallowance for the year in which the due date falls, so the tax position should be checked in parallel.

14. Month-by-month checklist

A calendar tied to your own company profile beats a generic list. Our compliance calendar builder lets you switch on ROC, GST, TDS and other lines and print your own date list. If you are setting up a new entity, the company registration checklist shows what to have ready before incorporation.

15. Mistakes that cause notices

• Counting from the wrong date. Teams count 30 and 60 days from the board meeting or from 30 September rather than from the AGM actually held.
• Filing before the accounts are adopted. AOC-4 attaches the adopted statements; a draft or unsigned set invites a resubmission.
• Treating a nil company as exempt. A dormant or loss-making company still files every year until it exits through strike-off. See our note on strike-off via Form STK-2.
• Ignoring DPT-3 for founder loans. The declaration at receipt and the June filing are both needed.
• MGT-7 that does not match the register of members. Allotments and transfers during the year must reconcile.
• Auditor appointed but ADT-1 forgotten. The audit is signed, the form is not filed, and the default shows on the MCA master data.
• Expired DSC or unregistered director DSC on the day. Renew a month ahead.
• Leaving everything to the last week. The portal, the auditor and the practising CS all become bottlenecks together.

16. Who does what

Annual compliance involves several professionals, and it helps to be clear about the boundaries. The statutory audit and the auditor's report are the independent auditor's work and cannot be delegated to the company's accountant. Certification of the annual return in Form MGT-8, where required, is by a practising company secretary. The company, through its directors, remains responsible for the accuracy of what is filed. Our firm supports the bookkeeping that feeds the accounts, the preparation of ROC forms, the compliance calendar and the follow-up with your auditor and company secretary; it does not replace the independent roles above.

Frequently asked questions

Disclaimer: This article is for general guidance only and is not a substitute for advice on your company's specific facts and the latest law. Dates assume a 31 March year end and an AGM held on 30 September 2026. DIR-3 KYC details and any MCA relaxation circulars should be confirmed on mca.gov.in before you act.