MGT-7A vs MGT-7: Which Annual Return Must Your Company File?

The question of MGT-7A vs MGT-7 used to have a simple answer. One Person Companies and small companies filed the abridged return; everyone else filed the full one. The categories were stable and most companies knew which side of the line they sat on.

That changed on 1 December 2025, when the Ministry of Corporate Affairs raised the small company thresholds from ₹4 crore to ₹10 crore of paid-up capital, and from ₹40 crore to ₹100 crore of turnover. A large number of companies that filed MGT-7 last year are entitled to file MGT-7A this year — and a smaller number have walked into a certification requirement that nobody warned them about.

What changed on 1 December 2025

Notification G.S.R. 880(E) amended Rule 2(1)(t) of the Companies (Specification of Definitions Details) Rules, 2014, lifting both limbs of the small company test in Section 2(85).

Test	Until 30 November 2025	From 1 December 2025
Paid-up share capital	Not more than ₹4 crore	Not more than ₹10 crore
Turnover in the preceding financial year	Not more than ₹40 crore	Not more than ₹100 crore

Both conditions must be satisfied. A company with ₹2 crore of paid-up capital but ₹120 crore of turnover is not a small company, and neither is a company with ₹15 crore of capital and ₹5 crore of turnover.

Four categories are excluded outright, whatever their size: a holding company, a subsidiary, a company registered under Section 8, and any company governed by a special Act. The holding and subsidiary exclusion is the one that most often disqualifies an otherwise-eligible company — a single controlled entity anywhere in the group is enough.

Who files MGT-7A and who files MGT-7

	MGT-7A	MGT-7
Who files it	One Person Companies and small companies	Every other company, including holding and subsidiary companies of any size
Applicable from	FY 2020-21 onwards	—
Introduced by	Companies (Management and Administration) Amendment Rules, 2021, with effect from 5 March 2021	—
Statutory basis	Section 92(1) read with Rule 11(1)	Section 92(1)
Due date	Within 60 days of the AGM	Within 60 days of the AGM

Note that the form follows your status for the financial year being reported, tested annually. A company that qualifies as small for FY 2025-26 files MGT-7A for that year even if it filed MGT-7 for FY 2024-25, and even if it expects to outgrow the definition next year.

What MGT-7A actually leaves out

The abridged return is genuinely shorter, not merely relabelled. The main omissions are:

• Details of holding, subsidiary and associate companies — logically, since a company with any of these cannot be a small company in the first place
• The full shareholding pattern breakdown required in MGT-7
• Board meeting attendance records for directors and committee members
• For OPCs specifically, AGM details — an OPC is not required to hold one — and debenture transfer particulars

What it does not remove is the underlying record-keeping. You still need an accurate register of members, a correct record of share transfers during the year, and properly minuted board meetings. MGT-7A reports less; it does not permit you to maintain less.

The MGT-8 trap the new limits created

This is the part of the MGT-7A vs MGT-7 question that most guides get wrong, and the December 2025 amendment has made it materially worse.

MGT-8 is a certificate from a practising company secretary confirming that the annual return states the facts correctly and that the company has complied with the Act, including whether related party transactions were approved and disclosed under Section 188. Under Section 92(2) read with Rule 11(2), it is required where the company is listed, or has paid-up capital of ₹10 crore or more, or has turnover of ₹50 crore or more.

Turnover (paid-up capital under ₹10 crore, unlisted)	Small company?	Form	MGT-8 needed?
₹20 crore	Yes	MGT-7A	No
₹45 crore	Yes	MGT-7A	No
₹70 crore	Yes	MGT-7A	Yes — turnover is above ₹50 crore
₹110 crore	No	MGT-7	Yes

The practical consequence is that a company in the ₹50 crore to ₹100 crore turnover band cannot simply assume that becoming a small company removed its certification cost. It gained a shorter form and lost nothing else. If your turnover is in that range, engage a practising company secretary well before the filing date rather than discovering the requirement in November — this is exactly the sort of thing a periodic secretarial audit review surfaces early.

For the large majority of genuinely small companies — turnover comfortably under ₹50 crore and capital under ₹10 crore — no MGT-8 is required at all. The point is simply that “small company” and “no certification” are no longer the same statement.

Who signs the annual return

Section 92(1) requires the annual return to be signed by a director and the company secretary. The proviso carries a specific relaxation: for an OPC and a small company, the return may be signed by the company secretary, or where there is no company secretary, by a director.

Most small companies have no company secretary in employment, so in practice a single director signs. That director’s digital signature must be valid and registered on the MCA V3 portal, and their DIN must be active. An expired DSC or a deactivated DIN stops the filing outright, and reactivating a DIN carries a ₹5,000 fee plus the time it takes to process.

Due dates for FY 2025-26

Both forms follow the same clock. Section 92(4) requires the annual return to be filed within 60 days from the date of the annual general meeting, or from the date on which the AGM ought to have been held if it was not held at all.

If the AGM is held on…	MGT-7A or MGT-7 due by	AOC-4 due by
15 September 2026	14 November 2026	15 October 2026
25 September 2026	24 November 2026	25 October 2026
30 September 2026 (last permitted date)	29 November 2026	30 October 2026

Two points people get wrong here. First, not holding the AGM does not defer the annual return — the sixty days run from when the meeting ought to have been held, and you pick up a separate default under Section 96 as well. Second, no extension has been announced for annual filings for FY 2025-26. MCA extended DPT-3 to 31 July 2026 through General Circular No. 02/2026 after the June 2026 data centre fire, but that relief did not touch AOC-4 or the annual return. The full year of dates is set out in our ROC compliance calendar.

What filing the wrong form, or filing late, costs

Filing MGT-7 when MGT-7A applied is an inconvenience rather than a penalty — you have given more information than required, and the filing stands. Filing MGT-7A when you were not eligible is the serious direction of error, because the return is then incomplete and the Registrar can treat it as a defective filing.

Late filing is priced under two separate heads, which are commonly confused:

	Additional filing fee	Statutory penalty
Who imposes it	Automatic on the MCA portal	Registrar of Companies, by adjudication under Section 454
Amount	₹100 per day, per form, with no cap	₹10,000 plus ₹100 per day of continuing default
Ceiling	None	₹2,00,000 on the company; ₹50,000 on each officer in default
Small company relief	None — payable in full	Halved under Section 446B
Source	Companies (Registration Offices and Fees) Second Amendment Rules, 2018	Section 92(5), as substituted by the Companies (Amendment) Act, 2020

Section 446B reduces the adjudicated penalty for an OPC, small company, start-up or Producer Company to not more than one-half of the specified amount, subject to ₹2,00,000 for the company and ₹1,00,000 for an officer in default. It does nothing about the ₹100 per day, which is a fee rather than a penalty and is the part that actually accumulates.

Beyond the money, Section 164(2) disqualifies a director where the company has failed to file financial statements or annual returns for three continuous financial years. The disqualification follows the individual across every board they sit on. If you are already carrying a backlog, our ROC compliance recovery service will establish exactly which years are open before it reaches that point.

The FY 2024-25 grey area, stated honestly

If you are filing for FY 2025-26, the revised limits were in force throughout the relevant test period and apply straightforwardly.

For FY 2024-25 filings the position is less settled. The amendment took effect on 1 December 2025, part-way through that financial year’s assessment window, and several professionals take the view that classification should be tested against the limits in force as on 31 March 2025 — the older ₹4 crore and ₹40 crore figures. MCA has not issued an official clarification.

The practical implication is narrow but real: a company between the old and new thresholds that files MGT-7A for FY 2024-25 on the strength of the December 2025 amendment is taking a position, not following settled practice. If you are clearing an old backlog in that band, take advice on classification rather than assuming the new limits reach backwards. The conservative route — filing MGT-7 for the earlier year — carries no downside beyond a longer form.

Frequently asked questions

We filed MGT-7 last year. Can we switch to MGT-7A this year?

Yes, if the company meets the small company test for the financial year being reported. Status is re-tested annually and there is no continuity requirement. With the thresholds raised to ₹10 crore of capital and ₹100 crore of turnover from 1 December 2025, a number of companies are making exactly this switch for FY 2025-26.

Does a small company always avoid MGT-8 certification?

No, and this is the most common misunderstanding. MGT-8 is triggered by listing status, paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more. Because small companies can now have turnover up to ₹100 crore, a small company filing MGT-7A with turnover above ₹50 crore still requires MGT-8.

Can a subsidiary with tiny numbers file MGT-7A?

No. A subsidiary of any other company is excluded from the small company definition regardless of its capital or turnover, so it files MGT-7. The same applies to a holding company, a Section 8 company, and any company governed by a special Act.

Our OPC has no AGM. When is MGT-7A due?

The sixty days run from the date the AGM ought to have been held, which for FY 2025-26 is 30 September 2026 — giving 29 November 2026. Note that an OPC’s AOC-4 follows a different rule entirely: 180 days from the close of the financial year, which is 27 September 2026.

What happens if we file MGT-7A when we should have filed MGT-7?

The return is incomplete, because MGT-7A omits disclosures the Act requires from a non-small company. The Registrar can treat it as a defective filing and require resubmission, and the original filing date will not protect you if the corrected form goes in after the due date. Check eligibility before you choose the form, not after.

Is MGT-7A available as a downloadable form?

Not any more. Annual filing forms moved to the MCA V3 portal on 14 July 2025 and are now web forms completed in the browser, with company master data pre-filled. Shareholder and board meeting details are uploaded through Excel templates. Sessions time out after a period of inactivity, so assemble the data before you begin.

Do we file both AOC-4 and MGT-7A, or just one?

Both. They are separate obligations under separate sections — AOC-4 files the financial statements under Section 137, and MGT-7A files the annual return under Section 92. Each carries its own government fee and its own ₹100 per day if late. Our guide to small company annual filing for FY 2025-26 covers the full set of forms.

Choosing the right form before the season starts

The MGT-7A vs MGT-7 decision takes about five minutes once you have three numbers in front of you: paid-up share capital, turnover for the preceding financial year, and whether the company is a holding company or a subsidiary of anything. Those three answers settle the form, and the turnover figure separately settles whether you need MGT-8.

What causes trouble is doing that check in November alongside everything else. A company that discovers in the final fortnight that it needs a practising company secretary’s certificate, or that a director’s DIN is inactive, has no time left to fix it — and the ₹100 per day starts the day after the due date regardless of the reason.

Run the classification test now, while the audit is still in progress. If you would rather have it handled properly, ComplyV manages annual compliance for private limited companies from books through to filed forms, and our team of qualified Company Secretaries and Chartered Accountants makes this classification call every week. Send us your numbers and we will tell you which form applies, whether MGT-8 is triggered, and what the timeline looks like.