Small Company Annual Filing FY 2025-26: AOC-4 & MGT-7A Dates

Two things changed for small companies this year, and together they reshape the small company annual filing season that runs from October to November 2026. The definition of a small company was widened on 1 December 2025, pulling thousands of mid-sized private companies into a lighter compliance regime for the first time. And the whole annual filing suite now runs as web forms on the MCA V3 portal, which changes how the work is actually done.

This guide sets out exactly what a small company has to file for the financial year ended 31 March 2026 — which forms, by when, at what government fee, and what it costs if the date slips.

What counts as a small company from FY 2025-26

Section 2(85) of the Companies Act, 2013 defines a small company by two tests, and a company has to satisfy both. The Ministry of Corporate Affairs raised both ceilings through notification G.S.R. 880(E) dated 1 December 2025.

Test	Earlier limit	Limit from 1 December 2025
Paid-up share capital	Not more than ₹4 crore	Not more than ₹10 crore
Turnover (preceding financial year)	Not more than ₹40 crore	Not more than ₹100 crore

That is a substantial widening. A company with ₹8 crore of paid-up capital and ₹80 crore of turnover was an ordinary private company last year and is a small company now — entitled to the abridged annual return, fewer board meetings, and half the statutory penalty if something goes wrong.

Turnover is taken from the profit and loss account for the immediately preceding financial year, and the status is re-tested every year. A company can move in and out of small company status as it grows, so this is not a one-time classification you record at incorporation and forget.

Four categories that can never be small companies

Size is irrelevant for these. Even a dormant company with no capital and no turnover is excluded if it falls into any of the following:

• A holding company of any other company
• A subsidiary of any other company
• A company registered under Section 8 (not-for-profit)
• A company or body corporate governed by any special Act

The holding and subsidiary exclusion catches more companies than founders expect. A single wholly-owned subsidiary in the group structure — or one investment that crosses the control threshold — disqualifies the entity regardless of how small its own numbers are.

The forms a small company files for FY 2025-26

Small company annual filing is narrower than the full private company list, but it is not just two forms. This is the complete picture for the year ended 31 March 2026:

Form	What it covers	Statutory timeline	Due date if AGM is 30 Sep 2026
AOC-4	Filing of audited financial statements	Within 30 days of the AGM — Section 137(1)	30 October 2026
MGT-7A	Abridged annual return for OPCs and small companies	Within 60 days of the AGM — Section 92(4)	29 November 2026
ADT-1	Intimation of auditor appointment	Within 15 days of the appointment	15 October 2026 — only in a year an auditor is actually appointed or reappointed
MSME-1	Half-yearly return of dues outstanding to MSME suppliers beyond 45 days	Half-yearly	31 October 2026 for the April–September half
DPT-3	Return of deposits and non-deposit receipts	Annually	Was extended to 31 July 2026 for the current cycle
DIR-3 KYC	Director KYC	Now once every three financial years	See the note below — this changed

An OPC follows a different clock for AOC-4. Because an OPC is not required to hold an AGM, the proviso to Section 137(1) gives it 180 days from the close of the financial year, which puts AOC-4 for an OPC at 27 September 2026. If you run an One Person Company, that date arrives a month before everyone else’s.

DIR-3 KYC is no longer an annual filing

This one catches people out. The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, notified through G.S.R. 943(E) dated 31 December 2025 and effective from 31 March 2026, moved director KYC from an annual obligation to once every three consecutive financial years. The filing is due by 30 June of the year following completion of the cycle, and the cycle anchors to the financial year in which the DIN was allotted rather than to when you last filed.

Two practical points. Updating a director’s details mid-cycle does not reset the clock. And if a DIN does get deactivated for non-filing, reactivation carries a ₹5,000 fee — which is payable per director, and blocks every filing that director needs to sign in the meantime. Our guide to the DIR-3 KYC due date in 2026 sets out exactly when your next filing falls and why 30 September no longer applies.

Why your AGM date decides everything else

AOC-4 and MGT-7A are the two filings people most often treat as fixed calendar deadlines. They are not. Both run from the date of the annual general meeting, so the AGM is the decision that sets your entire filing calendar.

Under Section 96(1), a company that is not in its first year must hold its AGM within six months of the close of the financial year, and no more than fifteen months after the previous AGM. For FY 2025-26 that outer limit is 30 September 2026. Working from there:

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

There is a reason not to push the AGM to the final day. If the audited accounts are not ready, or a signatory’s digital signature has expired, you have no buffer left — and the additional fee clock starts the day after the due date whether the delay was your fault or not.

What the government charges

The normal MCA filing fee is set by the Table of Fees under the Companies (Registration Offices and Fees) Rules, 2014, and is based on your nominal or authorised share capital — not on turnover or profit.

Nominal share capital	Fee per document
Less than ₹1,00,000	₹200
₹1,00,000 to less than ₹5,00,000	₹300
₹5,00,000 to less than ₹25,00,000	₹400
₹25,00,000 to less than ₹1,00,00,000	₹500
₹1,00,00,000 and above	₹600
Company not having share capital	₹200

Note that this is charged per form. A typical small company with ₹10 lakh of authorised capital pays ₹400 for AOC-4 and ₹400 for MGT-7A — ₹800 of government fee for the year, before professional fees. On any realistic view, the statutory cost of filing on time is trivial compared with the cost of filing late.

What it costs when you miss the date

Two separate consequences apply, and they are commonly confused. One is automatic and you pay it yourself; the other is imposed by the Registrar. They are independent, and both can land on the same default.

1. The additional filing fee — automatic

For AOC-4, MGT-7 and MGT-7A, the additional fee is a flat ₹100 per day, per form, with no upper limit. This was introduced by the Companies (Registration Offices and Fees) Second Amendment Rules, 2018 and applies to due dates falling after 30 June 2018. It replaced the older system of charging multiples of the normal fee for these forms.

The absence of a cap is the part that hurts. A company two years late on both forms is carrying roughly ₹73,000 in additional fees per form — around ₹1.46 lakh in total, on a filing that would have cost ₹800.

2. The statutory penalty — imposed by the Registrar

Separately, the Registrar can adjudicate a penalty under Section 454. The figures below were substituted by the Companies (Amendment) Act, 2020 with effect from 21 December 2020. Several widely-circulated articles still quote the pre-2020 numbers, so check the vintage of anything you read on this.

Default	On the company	On each officer in default
Failure to file financial statements — Section 137(3)	₹10,000, plus ₹100 for each day of continuing failure, subject to a maximum of ₹2,00,000	₹10,000, plus ₹100 per day, subject to a maximum of ₹50,000
Failure to file the annual return — Section 92(5)	₹10,000, plus ₹100 for each day of continuing failure, subject to a maximum of ₹2,00,000	₹10,000, plus ₹100 per day, subject to a maximum of ₹50,000

The small company relief — Section 446B

This is the one genuine advantage of small company status when things go wrong. Section 446B provides that for a One Person Company, small company, start-up company or Producer Company, the penalty is not more than one-half of the penalty specified, subject to a maximum of ₹2,00,000 for the company and ₹1,00,000 for an officer in default.

Read carefully, the operative benefit is the halving rather than the cap, because Sections 137(3) and 92(5) already cap the company at ₹2 lakh. And note what Section 446B does not touch: the ₹100 per day additional filing fee is not a penalty and is not reduced. Small companies pay that in full.

The consequence founders underestimate

Under Section 164(2), a director of a company that fails to file financial statements or annual returns for three continuous financial years is disqualified — and the disqualification attaches to the individual, carrying across every other company they are on the board of. It tends to surface at the worst moment: during funding due diligence, a bank facility approval, or a tender evaluation, where MCA filing history is public and takes about ninety seconds to pull. If you are already behind, our ROC compliance recovery team can map exactly which years and forms are open against your CIN before it gets to that stage.

The exemptions small companies actually get

Small company status is not only about lighter forms. The Act carries a set of substantive relaxations that reduce both cost and board workload:

Relaxation	Where it comes from
No cash flow statement required in the financial statements	Proviso to Section 2(40)
Only two board meetings a year instead of four, one in each half of the calendar year, with a minimum gap of 90 days	Section 173(5)
Mandatory auditor rotation does not apply	Section 139(2)
Abridged board report in a simplified format	Rule 8A, Companies (Accounts) Rules, 2014
Annual return may be signed by the company secretary, or where there is none, by a director	Proviso to Section 92(1)
Abridged annual return in Form MGT-7A instead of MGT-7	Companies (Management and Administration) Amendment Rules, 2021
Auditor need not report on the adequacy and operating effectiveness of internal financial controls	Proviso to Section 143(3)(i)
Penalties reduced to one-half	Section 446B
No professional pre-certification required on e-forms	Rule 8(12), Companies (Registration Offices and Fees) Rules, 2014

The board meeting relaxation is the one most often left unused. Companies that qualify as small continue holding four meetings a year because nobody revisited the position after the definition changed. Two properly documented meetings, one in each half of the calendar year, is all the Act requires — and the documentation still has to exist, which is where a structured board and AGM documentation process earns its keep.

Filing on MCA V3: what is different now

The annual filing forms moved to the MCA V3 portal on 14 July 2025. They are no longer downloadable eForms you fill offline and upload — they are web forms completed in the browser, with company master data pre-populated from the register.

• AOC-4: the board report and auditor’s report have moved out of attachments and into linked sections of the form itself. AOC-1 and AOC-2 for related party transactions are now conditional annexures, and previous-year figures pre-fill but require an explanation if you change them.
• MGT-7 and MGT-7A: shareholder and debenture-holder lists are uploaded through downloadable Excel templates with additional classification fields, and board meeting details follow the same route.
• Sessions time out. Practitioners report the form expiring after fifteen to twenty minutes of inactivity, so gather every figure before you open it rather than researching as you go.
• Digital signature problems are the common failure point. Check that every signatory’s DSC is valid and registered on V3 well before the due date, not on the day.

None of this changes what you owe — it changes how long the mechanics take. Budget more time for a first V3 filing than the old process needed, particularly if the shareholder register has not been maintained in a spreadsheet-friendly form. Clean books make this considerably faster, which is one practical argument for keeping accounts and bookkeeping current through the year rather than reconstructing them in September.

Frequently asked questions

My company crossed ₹40 crore turnover last year. Am I still a small company?

Very possibly, yes. Since 1 December 2025 the turnover ceiling is ₹100 crore and the paid-up capital ceiling is ₹10 crore. A company at, say, ₹60 crore turnover and ₹3 crore paid-up capital that was outside the definition under the old limits now sits inside it — provided it is not a holding company, a subsidiary, a Section 8 company, or governed by a special Act.

Do I file MGT-7 or MGT-7A?

Small companies and One Person Companies file MGT-7A, the abridged annual return, and have done since FY 2020-21. Every other company files MGT-7. Because the definition changed in December 2025, a number of companies are switching from MGT-7 to MGT-7A for the first time this year — we have covered the differences, and one trap in the certification requirement, in our guide to MGT-7A vs MGT-7.

What if we do not hold the AGM by 30 September?

The filing clock still runs. Section 92(4) measures the sixty days from the AGM date or from the date on which the AGM ought to have been held, whichever applies. Skipping the AGM does not defer the annual return; it simply adds a separate default under Section 96 on top of the filing default.

Can we file AOC-4 before the AGM is held?

No. AOC-4 reports financial statements adopted at the annual general meeting, so the meeting has to happen first. If accounts are adopted at an adjourned AGM, the thirty days run from that adjourned meeting.

Is there any additional fee waiver available for FY 2025-26?

No. CCFS-2026 offers concessional additional fees, but it closes on 31 August 2026 — before FY 2025-26 filings even fall due. For the current year the ordinary ₹100 per day applies from the day after the due date.

Our turnover is nil. Do we still have to file?

Yes. A company with no operations, no revenue and no bank transactions still has to get its accounts audited, hold its AGM, and file AOC-4 and MGT-7A. Nil filings attract the same ₹100 per day if they are late. If the company genuinely has no future, dormant status or strike-off is usually cheaper than filing nil returns indefinitely.

How long does a small company annual filing take end to end?

For a company with clean books and a valid audit, two to three weeks is realistic — most of it audit and board documentation rather than portal time. For a company reconstructing its accounts, six to eight weeks is more honest. That is why the work is best started in July or August, not in the last fortnight of October.

Getting FY 2025-26 filed without a last-minute scramble

The mechanics of small company annual filing are not complicated. What makes the season stressful is that four things have to line up — audited accounts, a properly convened AGM, valid digital signatures, and a working V3 session — and any one of them failing in the last week takes the whole filing past the due date.

The sequence that works is unglamorous. Close the books and get the audit moving in August. Fix the AGM date in early September rather than on the 30th. Check every signatory’s DSC and DIN status the same week. Then file AOC-4 in October and MGT-7A in November with time in hand for a resubmission if the portal rejects something. Our ROC compliance calendar maps the full year if you want the other dates alongside these two.

If you would rather hand the whole cycle over, ComplyV handles annual compliance for private limited companies end to end — accounts, audit coordination, board and AGM documentation, and both filings — and our team is made up of qualified Company Secretaries and Chartered Accountants who do this every working day. Talk to us and we will tell you where your company stands and what the realistic timeline looks like from here.