Annual Compliance for Private Limited Company — FY 2025-26
Updated: 3 June 2026 | Companies Act, 2013 | Verified against MCA notifications
Every Pvt Ltd company must complete these mandatory annual compliances: MGT-7 (Annual Return) — within 60 days of AGM; AOC-4 (Financial Statements) — within 30 days of AGM; DIR-3 KYC — by 30 September each year for every director; ADT-1 (Auditor Appointment) — within 15 days of AGM. The AGM must be held by 30 September (within 6 months of FY end). Penalty for non-compliance: ₹100 per day per form plus potential director disqualification under Section 164(2).
30 Sep 2026
AGM deadline for Pvt Ltd companies (FY 2025-26)
Hold AGM by this date. AOC-4 due 30 days after, MGT-7 due 60 days after AGM.
Hold AGM by this date. AOC-4 due 30 days after, MGT-7 due 60 days after AGM.
Annual Compliance Calendar — Pvt Ltd (FY 2025-26)
| Form / Filing | Purpose | Due Date | Filed With |
|---|---|---|---|
| AGM (Annual General Meeting) | Approve accounts, appoint auditor, declare dividend | By 30 September 2026 | — (Internal meeting) |
| AOC-4 | File Financial Statements (Balance Sheet, P&L, Auditor Report) | Within 30 days of AGM | ROC / MCA Portal |
| MGT-7 / MGT-7A | Annual Return — shareholder, director, share capital details | Within 60 days of AGM | ROC / MCA Portal |
| ADT-1 | Intimation of Auditor Appointment / Re-appointment | Within 15 days of AGM | ROC / MCA Portal |
| DIR-3 KYC | Annual KYC for every director holding DIN | 30 September each year | MCA Portal (per director) |
| Income Tax Return | File ITR-6 for the company | 31 October 2026 (if audit applies) | Income Tax Portal |
| GST Returns (GSTR-1, GSTR-3B) | Monthly/quarterly GST filings (if GST registered) | Monthly / Quarterly | GST Portal |
Penalty for Non-Compliance
| Form | Penalty Per Day | Maximum Penalty | Additional Consequence |
|---|---|---|---|
| AOC-4 | ₹100/day | No statutory cap (accrues indefinitely) | Prosecution of officers |
| MGT-7 | ₹100/day | No statutory cap | Director disqualification (Sec 164) |
| DIR-3 KYC | ₹5,000 flat (if filed after 30 Sep) | ₹5,000 per director | DIN deactivated until KYC filed |
| ADT-1 | ₹300/day (company) + ₹300/day (officer) | ₹3 lakh (company) + ₹1 lakh (officer) | — |
| 3 years non-filing | — | — | Director disqualified for 5 years (Sec 164(2)) |
What is Included in Annual Compliance?
Annual compliance for a Pvt Ltd is not just ROC filing — it involves a full cycle of statutory activities:
Accounting & Audit: Maintain proper books of accounts throughout the year. Get accounts audited by a Statutory Auditor (CA) before the AGM.
Board Meetings: Minimum 4 board meetings per year (with not more than 120 days gap between two consecutive meetings). First meeting within 30 days of incorporation.
AGM: Hold Annual General Meeting to approve audited financial statements, appoint/re-appoint auditor, and transact ordinary business. New companies get an exemption for the first AGM (can be held within 9 months of FY end).
MCA Filings: File AOC-4, MGT-7, and ADT-1 with the Registrar of Companies after AGM. Additionally, file any event-based forms (change in directors, share capital, registered office, etc.) as they occur.
Income Tax & GST: File ITR-6 (corporate income tax return) and advance tax installments. File GST returns (GSTR-1, GSTR-3B) if GST registered.
Frequently Asked Questions
What are the mandatory annual filings for a Pvt Ltd company?
Every Private Limited Company must file: MGT-7 (Annual Return) within 60 days of AGM, AOC-4 (Financial Statements) within 30 days of AGM, DIR-3 KYC for each director by 30 September every year, and ADT-1 (Auditor Appointment) within 15 days of AGM. The AGM itself must be held within 6 months of the financial year end — i.e., by 30 September for companies with FY ending 31 March. Non-compliance attracts ₹100/day penalty per form plus potential legal liability under the Companies Act, 2013.
What is MGT-7 and when is it due?
MGT-7 is the Annual Return form filed by every company with the Registrar of Companies (ROC). It captures details of share capital, directors, shareholders, and key corporate events for the financial year. Due date: within 60 days of the Annual General Meeting (AGM). For FY 2025-26, if AGM is held on 30 September 2026, MGT-7 must be filed by 29 November 2026. Filing fee is based on paid-up capital. Late filing attracts ₹100 per day of default.
What is AOC-4 filing?
AOC-4 is the form used to file Financial Statements (Balance Sheet, P&L Account, Cash Flow Statement, Auditor's Report, Directors' Report) with the ROC. It must be filed within 30 days of the AGM. For FY 2025-26, if AGM is on 30 September 2026, AOC-4 is due by 29 October 2026. AOC-4 XBRL is required for companies with paid-up capital of ₹5 crore or more or turnover of ₹100 crore or more. Late filing penalty: ₹100 per day.
Can I file annual returns for a Pvt Ltd without a CA?
The financial statements (AOC-4) must be audited by a Chartered Accountant — this is mandatory under the Companies Act, 2013. MGT-7 must be certified by a practicing Company Secretary (CS) if the paid-up capital exceeds ₹10 lakh or turnover exceeds ₹50 lakh. In practice, most Pvt Ltd companies engage a CA/CS for all annual compliance filings to ensure accuracy and avoid ₹100/day penalties. Self-filing without professional help is technically possible for very small companies for MGT-7 but is strongly discouraged.
What happens if a Pvt Ltd company misses annual compliance?
Consequences of missing annual compliance: (1) Penalty: ₹100 per day per form — MGT-7, AOC-4, DIR-3 KYC each attract separate penalties that compound daily. (2) Director Disqualification: Under Section 164(2), directors of a company that has not filed financial statements or annual returns for 3 consecutive years are disqualified from being director in any company for 5 years. (3) ROC Prosecution: The company and its officers can be prosecuted under the Companies Act. (4) Bank/Financial Difficulties: Non-compliant companies face issues in getting loans, opening accounts, or winning tenders. (5) Strike-off: Persistent non-filers may face company strike-off by ROC.
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