MGT-7 and AOC-4 Filing Deadlines After AGM: FY 2025–26
The 30 September 2026 AGM date has passed. If your private company held its AGM, file AOC-4 within 30 days and MGT-7 within 60 days; if not, the same windows run from the last date it should have been held, with penalties.
CA Harun Raaj
pvtltd.co
For private limited companies with a financial year-end of 31 March 2026, the annual general meeting was due by 30 September 2026 — within six months of the close of the financial year (first proviso to s.96(1), Companies Act, 2013). That date has now passed. If the meeting was held, two mandatory ROC filings cascade from it: Form AOC-4 (financial statements) and Form MGT-7 or MGT-7A (annual return). If it was missed, AOC-4 falls due within 30 days of the last date the AGM should have been held (s.137(2)) and MGT-7 within 60 days (s.92(4)) — plus default consequences. Delayed FY 2025-26 filings attract full statutory additional fees and penalties from day one.
AGM deadline and extensions
Section 96(1) requires every company other than a One Person Company to hold an AGM each year: the first within nine months of the close of the first financial year, and every later one within six months of the financial year-end. For FY ending 31 March 2026 (not a first AGM), the deadline is 30 September 2026.
The Registrar could extend the time for "any annual general meeting, other than the first annual general meeting", by up to three months for any special reason — but only on an application made before the due date (third proviso to s.96(1)). No extension is available for a company's first AGM. If the 30 September 2026 date passed with neither a meeting nor an extension, the company is in default and the s.137(2)/s.92(4) backstop dates above apply.
Key point: if the AGM was held, both AOC-4 and MGT-7 timelines run from the date it was actually held; if no AGM was held, they run from the last date it should have been held.
Form AOC-4: financial statements filing
Every company must file its financial statements with the Registrar within 30 days of the AGM (s.137(1)): the statements "duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting". Where statements are not adopted, the unadopted statements are filed within 30 days as provisional, and the adopted statements again within 30 days of the adjourned AGM — so an "unadopted" filing is a recognised provisional step, not an invalid one. Where no AGM is held at all, the statements (with reasons for not holding the meeting) go within 30 days of the last date the AGM should have been held (s.137(2)). An OPC instead files its financial statements within 180 days of the financial year-end — 27 September 2026 for FY 2025-26, a date that has now passed.
FY 2025-26 filing deadline: AGM held on 30 September 2026 → AOC-4 due by 30 October 2026.
Penalty: failure to file attracts "a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees" for the company; the managing director and CFO (failing them, the director charged with compliance, failing that all directors) face ₹10,000 plus ₹100 per day up to ₹50,000 (s.137(3)).
Form MGT-7 / MGT-7A: annual return
Every company must file its annual return within 60 days of the AGM — or, where no AGM is held, within 60 days of the date it should have been held (s.92(4)). The return carries "the particulars as they stood on the close of the financial year" (s.92(1)).
Small company threshold: paid-up capital not more than ₹10 crore and turnover not more than ₹100 crore (Rule 2(1)(t), Specification of Definitions Details Rules, as amended by G.S.R. 880(E) dated 1 December 2025). The older ₹4-crore / ₹40-crore limits no longer apply.
FY 2025-26 filing deadline: AGM held on 30 September 2026 → MGT-7 / MGT-7A due by 29 November 2026.
Penalty: the company and every officer in default face "a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer" (s.92(5)). OPCs, small companies, start-ups and producer companies pay not more than half the specified penalty, capped at ₹2 lakh for the company and ₹1 lakh for an officer (s.446B).
Company secretary certification requirement
The annual return "filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8" (Rule 11(2), Management and Administration Rules).
The annual return is signed by a director and the company secretary — or, where there is no company secretary, by a company secretary in practice. For an OPC or small company, the return is signed by the company secretary, or where there is none, by the director.
Other post-AGM filings
Director KYC — note the changed rhythm. The old annual 30 September DIR-3 KYC cycle has been replaced: Rule 12A as substituted by the Appointment and Qualification of Directors Amendment Rules, 2025 (G.S.R. 943(E), 31 December 2025) requires every individual holding a DIN as on 31 March of a financial year to file KYC in Form DIR-3 KYC Web "on or before the 30th June of the immediately following every third consecutive financial year". Confirm the applicable cycle for each DIN before relying on the old September rhythm.
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See Also
Next steps on AGM and annual filing
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