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Private Limited Company Annual Compliance Calendar FY 2025-26: Every Filing, Every Deadline

H

HRA Research Desk

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A private limited company in India has no single compliance deadline. It has approximately forty overlapping obligations spread across twelve months, drawn from five different statutes administered by four different government departments. Miss one and you pay a penalty. Miss the sequence — because AGM must precede AOC-4, which must precede the income tax audit — and you pay several.

This calendar consolidates every mandatory compliance for FY 2025-26 into a single reference: what you file, under which provision, by which date, and what it costs to miss it. The ROC filings for FY 2025-26 are due between September and November 2026, which means right now is the critical window.

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The Five Streams, One Calendar

A private limited company's compliance obligations come from five statutes running simultaneously:

StreamStatuteAdministered byKey filing window
Company lawCompanies Act, 2013Ministry of Corporate Affairs (ROC)Sep–Nov annually
Goods & services taxCGST Act, 2017GST Council / GSTNMonthly / annual
Income taxIncome Tax Act, 1961CBDT / Income Tax DepartmentQuarterly + Oct–Nov
Tax deduction at sourceIncome Tax Act, 1961 (§§ 192–206CCA)CBDTMonthly + quarterly
EmploymentEPF & MP Act, 1952 + ESI Act, 1948EPFO + ESICMonthly

The sequencing risk is real: AOC-4 requires audited financial statements, which require a tax audit if turnover exceeds ₹1 crore (§ 44AB), which requires finalised books, which should be done before the AGM, which must happen before September 30. Starting the audit in October means you cannot hit the AOC-4 deadline of October 29 without late fees.

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April 2025

Advance Tax — First Instalment (§ 208, Income Tax Act 1961)

Due: 15 June 2025 (Planned in April, paid by June)

Companies whose total tax liability for AY 2026-27 exceeds ₹10,000 must pay advance tax in four instalments. No exemption for new companies incorporated mid-year — liability accrues from the first taxable transaction.

Instalment schedule for AY 2026-27:

InstalmentDue dateCumulative % of estimated tax
First15 June 202515%
Second15 September 202545%
Third15 December 202575%
Fourth15 March 2026100%

Late or short payment attracts interest at 1% per month under § 234B (shortfall against 90% of final tax) and § 234C (shortfall in each instalment).

MSME-1 — First Half (§ 405, Companies Act 2013 + MCA Circular)

Due: 30 April 2025 (for Oct–Mar 2025 period)

Every company with outstanding dues to micro or small enterprise suppliers that exceed 45 days must file Form MSME-1 twice a year. The first filing for a financial year covers October–March of the previous year (due April 30) and the second covers April–September (due October 31). Penalty under § 450: ₹10,000 for first default, ₹1,000 per day for continuing default.

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May 2025 — Ongoing (Monthly Compliances)

GST: GSTR-1 and GSTR-3B

Due: 11th and 20th of each month (for previous month; dates vary by scheme)
SchemeGSTR-1 dueGSTR-3B due
Monthly filer (turnover > ₹5 crore)11th of following month20th of following month
QRMP — large stateQuarterly (13th after quarter end)22nd of month after quarter
QRMP — small stateQuarterly (13th after quarter end)24th of month after quarter

Late fee under § 47 of CGST Act: ₹50 per day (₹25 CGST + ₹25 SGST), subject to a maximum of ₹10,000 per return. For nil returns, the maximum is ₹500 per return. Interest on tax not paid: 18% per annum under § 50.

TDS Payment

Due: 7th of each month (for deductions in previous month; March deductions due 30 April)

Tax deducted at source on salaries (§ 192), professional fees (§ 194J), contractor payments (§ 194C), rent (§ 194I), commission (§ 194H) and other scheduled payments must be deposited to the government account by the 7th of the following month. March deductions are given until 30 April.

Interest for delay: 1.5% per month under § 201(1A). Non-deposit disallows the related expense claim under § 40(a)(ia).

PF and ESIC

Due: 15th of each month

Provident Fund contributions (employee 12% + employer 12% on basic wages, subject to the ₹15,000 ceiling for employees earning above that) and ESIC contributions (employee 0.75% + employer 3.25% of gross wages) must be deposited by the 15th. Non-deposit attracts damages at rates from 5% to 25% of arrears under the EPF & MP Act, 1952, and penalties under the ESI Act, 1948.

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June 2025

DPT-3 — Return of Deposits (§ 73/76, Companies Act 2013 + Companies (Acceptance of Deposits) Rules 2014)

Due: 30 June 2025

Every company that has accepted deposits or has any amount outstanding that is treated as a deposit must file Form DPT-3 by June 30 for the year ending March 31. Penalty: company liable for a fine of ₹1 crore to ₹10 crore and every officer in default for imprisonment of up to 7 years plus fine.

Even companies with zero deposits must file a nil DPT-3 if they have amounts outstanding that could be construed as deposits (e.g., director loans exceeding conditions under the exemption notification).

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July–August 2025

TDS Quarterly Return — Q1 (April–June 2025)

Due: 31 July 2025

Form 24Q (salaries) and Form 26Q (other payments) must be filed for Q1 by 31 July. Late fee: ₹200 per day under § 234E, subject to a maximum equal to the TDS amount.

Advance Tax — Review Q2 estimates

Revisit the advance tax computation before the 15 September instalment. Revised estimates based on actual Q1 revenues should be factored in.

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September 2025 — The Pivotal Month

Annual General Meeting

Due: 30 September 2025 (§ 96, Companies Act 2013)

Every company must hold its AGM within 6 months of the close of the financial year (March 31 for a company with an April–March FY). For FY 2025-26, the AGM must be held by 30 September 2026 — which is now the approaching deadline.

At the AGM, the board must place audited financial statements, the directors' report and the auditor's report. The AGM is the trigger for three of the four annual ROC filings: AOC-4, MGT-7/7A and ADT-1.

If the AGM cannot be held by September 30 due to genuine difficulty, the company can apply to the ROC for an extension (Form GNL-1) before the due date. Extension is not automatic.

OPC exception: A One Person Company must hold its AGM within 6 months — but MCA has clarified that an OPC's board meeting in lieu of AGM satisfies this requirement. AOC-4 for an OPC is due within 180 days of the FY close (i.e., September 27, 2026 for FY 2025-26), not 30 days from AGM.

MetricDue date for FY 2025-26 filing
AGM (Private Limited)30 September 2026
AOC-4 filing29 October 2026 (30 days from AGM)
MGT-7A filing (small company / OPC)28 November 2026 (60 days from AGM)
MGT-7 filing (other private limited)28 November 2026 (60 days from AGM)
ADT-1 (auditor appointment)14 October 2026 (15 days from AGM)
OPC AOC-427 September 2026 (180 days from Apr 1)
DIR-3 KYC30 September 2026

DIR-3 KYC — Director KYC Annual Update

Due: 30 September 2026 (Rule 12A, Companies (Appointment and Qualification of Directors) Rules, 2014)

Every director holding a Director Identification Number (DIN) must submit DIR-3 KYC by September 30 each year — or DIR-3 KYC-Web for directors who filed last year and have no changes. Missing this deactivates the DIN. Reactivation requires filing DIR-3 KYC with a late fee of ₹5,000.

A deactivated DIN disqualifies the person from acting as a director — so a company whose entire board has deactivated DINs cannot legally transact. This is among the highest-leverage, lowest-cost compliances to get right.

MSME-1 — Second Half

Due: 31 October 2025 (for April–September 2025 period)

Same as the April filing, covering the April–September cycle.

Advance Tax — Second Instalment

Due: 15 September 2025: 45% of estimated total tax must have been deposited by this date.

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October 2025 — ROC Filing Season Opens

ADT-1 — Auditor Appointment

Due: 14 October 2026 (15 days from AGM)

Form ADT-1 must be filed after every appointment or re-appointment of a statutory auditor. Under § 139 of the Companies Act, a private limited company must appoint an auditor at the first AGM and thereafter every five years (one 5-year term for an individual auditor; two terms of 5 years each for an audit firm). ADT-1 must be filed within 15 days of the AGM at which the appointment was made.

Late fee: ₹300 per day up to ₹12 lakh (Schedule of Fees, Companies (Registration Offices and Fees) Rules 2014).

AOC-4 — Annual Financial Statements

Due: 29 October 2026 (30 days from AGM on 30 September)

AOC-4 is the filing of the company's audited financials — balance sheet, profit and loss account, cash flow statement and schedules — as adopted at the AGM. The filing attaches the auditor's report and directors' report.

Small companies (defined under § 2(85) as paid-up capital ≤ ₹4 crore and turnover ≤ ₹40 crore for FY 2025-26) can file AOC-4 XBRL or the simplified AOC-4 form; large companies must file in XBRL format.

Late fee: ₹100 per day, with no statutory cap. A company that files AOC-4 for FY 2024-25 today (being 14 months late) faces a late fee of approximately ₹42,000 before the ROC processes the form.

Income Tax Audit and ITR

Due: 31 October 2026

Every company — including a private limited company — is subject to mandatory audit under § 44AB if its turnover exceeds ₹1 crore (or ₹10 crore for companies meeting the cash-transaction threshold under Explanation to § 44AB, which many small companies satisfy). The tax audit report (Form 3CA + Form 3CD) must be obtained by October 31.

The Income Tax Return for a private limited company (ITR-6) is due by October 31 for AY 2026-27 (FY 2025-26). This means:

  • Books must be finalised before the auditor begins.

  • The auditor must complete the audit report before October 31.

  • The ITR must be filed by October 31.

Missing the October 31 ITR deadline for a company attracts:

  • Late filing fee: ₹5,000 under § 234F (reduced to ₹1,000 if total income ≤ ₹5 lakh)

  • Interest on tax due: 1% per month under § 234A

  • Loss of the right to carry forward business losses and capital losses (§ 80)

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November 2025

MGT-7A / MGT-7 — Annual Return

Due: 28 November 2026 (60 days from AGM on 30 September)

The annual return captures the company's ownership structure, shareholding pattern, changes to directors, registered office address, paid-up capital and other corporate facts as at March 31, 2026.

MGT-7A applies to small companies and OPCs — a simplified, shorter form.
MGT-7 applies to all other private limited companies.

Company typeFormWhat the directors certify
Small company (paid-up ≤ ₹4 crore, turnover ≤ ₹40 crore)MGT-7ADirectors themselves certify the return
OPCMGT-7ADirector (sole) certifies
All other private companiesMGT-7Must be certified by a Company Secretary (CS) in practice if paid-up capital ≥ ₹10 crore

Late fee: ₹100 per day, with no statutory cap (§ 403, Companies Act 2013). A company that misses MGT-7A and files three months late is looking at approximately ₹9,000 in late fee for that form alone.

TDS Quarterly Return — Q2 (July–September)

Due: 31 October 2025

Advance Tax — Third Instalment

Due: 15 December 2025: 75% of estimated total tax must be deposited.

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December 2025

GSTR-9 — Annual GST Return

Due: 31 December 2025 (for FY 2025-26)

Every registered taxpayer with aggregate annual turnover exceeding ₹2 crore must file GSTR-9. It reconciles all monthly GSTR-1 and GSTR-3B filings against the actual books for the year.

GSTR-9C — GST Audit Reconciliation

Due: 31 December 2025 (mandatory for turnover > ₹5 crore)

GSTR-9C is a certified reconciliation statement (certified by the same CA who conducted the tax audit or by a CA in practice) reconciling audited accounts with the GSTR-9. For turnover > ₹5 crore, this is mandatory and must be filed alongside GSTR-9.

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March 2026

Advance Tax — Fourth Instalment

Due: 15 March 2026: 100% of estimated tax must be deposited.

Close of FY 2025-26

31 March 2026: Financial year ends. Books close. The compliance calendar for FY 2026-27 begins on 1 April 2026.

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Complete Deadline Summary — FY 2025-26

FilingStatute / provisionDue dateLate fee / penalty
MSME-1 (Oct–Mar)§ 405, CA 201330 April 2025₹1,000/day after ₹10,000
Advance tax — Q1 (15%)§ 208 / § 234C, ITA 196115 June 20251%/month interest under § 234C
DPT-3§ 73, CA 201330 June 2025Up to ₹10 crore (company)
TDS Q1 return§ 200 / § 234E31 July 2025₹200/day (max = TDS amount)
Advance tax — Q2 (45%)§ 208 / § 234C15 September 20251%/month interest
AGM§ 96, CA 201330 September 2025₹1 lakh + ₹5,000/day
DIR-3 KYCRule 12A, Directors Rules30 September 2026\₹5,000 (DIN deactivated)
MSME-1 (Apr–Sep)§ 405, CA 201331 October 2025₹1,000/day after ₹10,000
Advance tax — Q3 (75%)§ 208 / § 234C15 December 20251%/month interest
TDS Q2 return§ 200 / § 234E31 October 2025₹200/day
OPC AOC-4§ 137, CA 201327 September 2026\₹100/day
ADT-1§ 139, CA 201314 October 2026\₹300/day (max ₹12 lakh)
Tax audit (Form 3CA/3CD)§ 44AB, ITA 196131 October 2026\0.5% of turnover (max ₹1.5L)
ITR-6 (company)§ 139, ITA 196131 October 2026\₹5,000 + interest
AOC-4§ 137, CA 201329 October 2026\₹100/day
TDS Q3 return§ 200 / § 234E31 January 2026₹200/day
MGT-7 / MGT-7A§ 92, CA 201328 November 2026\₹100/day
GSTR-9 / GSTR-9C§ 44, CGST Act31 December 2026\₹200/day (max 0.5% of turnover)
Advance tax — Q4 (100%)§ 208 / § 234C15 March 20261%/month interest
TDS Q4 return§ 200 / § 234E31 May 2026₹200/day

\ Dates shown are for FY 2025-26 filings due in calendar year 2026.*

Monthly compliances (GSTR-1, GSTR-3B, TDS payment, PF, ESIC) recur every month — see the stream-by-stream schedule above.

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Private Limited vs OPC: Key Compliance Differences

CompliancePrivate LimitedOPC
AGM requirementMandatory by Sep 30Not required (board meeting suffices under § 122)
Annual return formMGT-7A (small) or MGT-7 (others)MGT-7A
AOC-4 due date30 days from AGM (Oct 29)180 days from FY close (Sep 27)
Board meeting frequencyMinimum 4 per year under § 173Minimum 2 per year (or 1 if only 1 director)
CS requirement for MGT-7Required for paid-up capital ≥ ₹10 croreNot applicable
Conversion triggerNot applicableMandatory conversion to PLC if paid-up capital > ₹50 lakh or turnover > ₹2 crore for 3 consecutive years

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The Sequencing Risk: Why October Is Too Late to Start

The following chain shows why companies that begin their annual compliance in October already face penalties:

  • Books must be closed and trial balance finalised → before the auditor can begin
  • Tax audit (if turnover > ₹1 crore) → must be completed before ITR can be filed; due October 31
  • Audited financial statements → needed for AOC-4; due October 29
  • AGM → must precede AOC-4 and MGT-7A; due September 30
  • DIR-3 KYC for all directors → must be current; due September 30

A company that calls an AGM on September 29, finalises audit by October 31 and files AOC-4 by October 29 has zero margin for error. Starting in August gives 6–8 weeks for audit completion, which is the correct buffer.

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Common Late-Fee Scenarios (FY 2025-26)

ScenarioEstimated late fees
AGM not held; AOC-4 filed 3 months late (Jan 27)₹9,000 (AOC-4) + ₹9,000 (MGT-7A) = ₹18,000 before compounding
DIR-3 KYC missed for 2 directors₹5,000 × 2 = ₹10,000 to reactivate DINs
TDS Q1 return filed 30 days late₹200 × 30 = ₹6,000
GSTR-3B filed 15 days late for a nil-turnover month₹500 (nil return cap applies)
ITR-6 filed after October 31₹5,000 (§ 234F) + interest on tax due (§ 234A at 1%/month) + loss of carry-forward right (§ 80)

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Frequently Asked Questions

Q: Can an AGM be held after September 30 if the company applies for extension?
A: Yes, under § 96(1), the ROC can extend the time for holding the AGM by up to three months for special reasons. The application (Form GNL-1) must be made before the due date, not after it has passed. Extension is granted on merits and is not automatic.

Q: My company has NIL turnover — do I still need to file GSTR-9?
A: Companies with aggregate annual turnover below ₹2 crore are exempt from GSTR-9 (Notification No. 10/2024-CT). GSTR-1 and GSTR-3B (or nil returns) are still required monthly.

Q: Is AOC-4 XBRL mandatory for all private companies?
A: Only for companies that are listed, have paid-up capital of ₹5 crore or more, or have turnover of ₹100 crore or more. Small companies use the standard AOC-4 form.

Q: What triggers the MSME-1 filing if my company has no MSME suppliers?
A: Companies with no outstanding dues to MSME suppliers are technically exempt, but the MCA often treats a nil MSME-1 as still recommended to confirm compliance. The safe practice is to file a nil MSME-1 to create an auditable record.

Q: Can the same CA conduct both the statutory audit under the Companies Act and the tax audit under § 44AB?
A: Yes. The same CA firm or individual CA (subject to the 20/30-audit ceiling under ICAI norms) can conduct both audits. Most small private companies use the same CA for both, which reduces coordination time.

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Filed under § 44AB (Income Tax Act, 1961), § 92/96/137/139 (Companies Act, 2013), § 44/47 (CGST Act, 2017) and the EPF & MP Act, 1952. Deadlines reflect the standard April–March financial year; companies with a different approved financial year should adjust accordingly. This article is updated for AY 2026-27 (FY 2025-26).

Author: Harun Raaj & Associates — Chartered Accountants

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