AOC-4 and MGT-7 for FY 2025-26: extended to 31 Dec 2026 and 31 Jan 2027 without extra fees, but the AGM date did not move
GC 05/2026 allows FY 2025-26 AOC-4 by 31 Dec 2026 and MGT-7/7A by 31 Jan 2027 without additional fees; AGM time is not extended.
CA Harun Raaj
pvtltd.co
MCA General Circular No. 05/2026, dated 24 October 2026, gives FY 2025-26 one more window: financial statements in the AOC-4 family up to 31 December 2026, and annual returns in MGT-7 and MGT-7A up to 31 January 2027, without payment of additional fees.
Read the whole circular, though, and there is a second half that matters more than the dates. The same document says in terms that it does not extend the time for holding the AGM. Companies that were late with the meeting stay late with the meeting.
Legal basis: MCA General Circular No. 05/2026, File No. Policy-17/111/2022-CL-V-MCA, dated 24 October 2026.
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The two new dates
The operative paragraph:
"2. In view of the representations received and to enable companies to complete their annual statutory filings, it has been decided that companies will be allowed to file:
(a.) the financial statements in e-forms AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS) for the financial year 2025-26 up to 31st December, 2026;
(b.) for filing annual returns in e-Forms MGT-7 and MGT-7A for the financial year 2025-26 up to 31st January, 2027,
without payment of additional fees."
Two notes on the wording. First, the circular names five AOC-4 variants and two annual-return forms. If your company files a form that is not named there, this paragraph does not mention it. Second, the "without payment of additional fees" words sit at the end of the list and apply to both limbs — the AOC-4 window and the MGT-7/MGT-7A window alike.
What the circular refuses to extend
Paragraph 3 is the part to send to anyone who reads the extension as "the annual filing season moved":
"3. However, it is hereby clarified that this General Circular shall not be construed as conferring any extension of statutory time for holding of AGMs by the companies under the Act and the companies which have not adhered to the relevant statutory timelines shall be liable under the relevant provisions of the Act."
So: file later, but hold the meeting on the date the Act required. A company that held its AGM in time and now uses the extra weeks to file is squarely inside the relief. A company that pushed its AGM past its statutory date has a separate exposure that this circular does not touch — the circular says so itself ("shall be liable under the relevant provisions of the Act",).
This is the one paragraph worth quoting to a board that asks whether the extension "covers" a delayed meeting. It does not.
What happens if you miss even the new windows
Paragraph 4 controls the exit from the relief:
"4. Any filings made subsequent to the currency of this General Circular would attract payment of all fees, including additional fees, as provided in the Companies (Registration Offices and Fees) Rul e s , 2014, from the date when such filings were actually due under the Act."
The words "from the date when such filings were actually due under the Act" are the sting. Additional fees are not computed from the end of the extended window; they run from the date the filing was actually due. If a filing is made after the window, paragraph 4 says the fees run from the original due date.
Reading "the currency of this General Circular"
Paragraph 4 turns on a phrase that has no dates attached to it: filings made "subsequent to the currency of this General Circular". Read with paragraph 2, the windows the circular gives are the AOC-4 window to 31 December 2026 and the annual-return window to 31 January 2027. Paragraph 4 says that filings after the currency of the circular attract all fees, including additional fees, under the Rules.
Two consequences follow, and both are worth writing into the file note. First, the two windows end on different dates, so a company can be inside the relief for its returns while already outside it for its statements. Second, the reversion is not to a fresh clock: additional fees run "from the date when such filings were actually due under the Act". Paragraph 4 measures the additional fees from the original due date, not from the end of the window.
What the circular does not decide
The document is careful about its own limits, and three things it does not do are worth naming.
It does not amend the Act. It is a relaxation of additional fees and an extension of time, issued with the approval of the Competent Authority. The sections that require the statements, the return and the meeting are untouched, which is exactly why paragraph 3 can say what it says about AGMs.
It does not extend the meeting. That is stated, not implied.
It does not set the fee amounts. It points to the Companies (Registration Offices and Fees) Rules, 2014, and those Rules are not part of this file — so no slab, multiple or cap is quoted in this note. If a demand arrives, the arithmetic comes from the Rules and the circular governs only the window.
A board note in five lines
For a board that wants the position on one page, the circular supports five sentences and no more: statements up to 31.12.2026; returns up to 31.01.2027; no additional fees inside those windows; no extension of the AGM time; after the windows, all fees including additional fees from the date actually due. Everything else a director may ask — fee quantum, portal behaviour, adjudication practice — sits outside this document.
A working order for the next two months
- Confirm your AGM position first. If the meeting was held inside its statutory time, you are in the relief; if it was not, paragraph 3 applies to you regardless of these filing dates.
- Check the form, not just the year. The circular names specific forms — the five AOC-4 variants and MGT-7/MGT-7A.
- File the statements before the returns if the two documents share figures: the financial-statement window closes 31 December 2026, a month before the annual-return window closes 31 January 2027.
- Do not treat the window as free time after it shuts. Past the window, "all fees, including additional fees" apply from the original due date.
- Keep the circular in the file with its number, file number and date (
:6-7,) — it is the document that answers an additional-fee demand for a filing made inside the window.
What to do now
- Next step: confirm whether your AGM for FY 2025-26 was held within its statutory time, then file AOC-4 (or the variant that applies to you) and MGT-7 / MGT-7A. The circular does not extend the AGM time.
- Deadline: AOC-4 family by 31 December 2026; MGT-7 and MGT-7A by 31 January 2027, without additional fees.
- Consequence of missing it: filings after the currency of the circular attract all fees, including additional fees, from the date they were actually due.
Have a CA review your facts before you reply or file.
FAQ
How long do we have to file AOC-4 for FY 2025-26?
Up to 31 December 2026, for the AOC-4 family named in the circular: AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS).
And MGT-7 / MGT-7A?
Up to 31 January 2027.
Do we pay additional fees on top?
Not within those windows: the circular says "without payment of additional fees".
Has the AGM date been extended too?
No. The circular states it "shall not be construed as conferring any extension of statutory time for holding of AGMs", and that companies which did not adhere to the statutory timelines "shall be liable under the relevant provisions of the Act".
What if we file after 31 December 2026 / 31 January 2027?
The windows themselves are; past them, all fees, "including additional fees, as provided in the Companies (Registration Offices and Fees) Rules, 2014, from the date when such filings were actually due under the Act".
Does the circular change the Companies Act or the Rules?
No. It is a relaxation of additional fees and an extension of filing time, issued with the approval of the Competent Authority; the underlying sections and rules are unamended.
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General information only, current as at 2 November 2026 and based solely on the text of General Circular No. 05/2026. It is not professional advice, and it does not reproduce the fee slabs in the Companies (Registration Offices and Fees) Rules, 2014.
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See Also
Next steps on ROC annual filing
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