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ComplianceMCA Update

MCA Extends AOC-4 and MGT-7 Due Dates for FY 2025-26: General Circular 05/2026 Explained

CA V. ViswanathanPublished: 24 Oct 2026🕒 9 min readSource: MCA General Circular No. 05/2026

Table of Contents

  1. What MCA has notified — the circular, form by form
  2. What is not extended
  3. Who benefits, and by how much
  4. The paragraph 4 trap: additional fees run from the original due date
  5. Why the extension came — and why it keeps recurring
  6. Revised FY 2025-26 compliance calendar
  7. How to use the extra time (and how not to)
  8. Frequently asked questions

1. What MCA has notified — the circular, form by form

The circular is General Circular No. 05/2026, File No. Policy-17/111/2022-CL-V-MCA, dated 24 October 2026, issued by the Ministry of Corporate Affairs, Kartavya Bhawan-1, New Delhi, under the signature of the Deputy Director (Policy), and addressed to the DGCoA, all Regional Directors, all Registrars of Companies and all stakeholders. Its subject line is "Relaxation of additional fees and extension of time for filing of Financial Statements and Annual Returns under the Companies Act, 2013". It records that the Ministry received representations from stakeholders seeking more time for the annual statutory filings for FY 2025-26 and, "to enable companies to complete their annual statutory filings", allows the following. The circular as issued is reproduced here: General Circular No. 05/2026 (PDF, one page); it is also listed on the MCA website under Acts & Rules → Circulars.

e-FormWhat it isStatutory due dateRelaxed date under GC 05/2026
AOC-4Financial statements, board's report and auditor's report — Section 137(1)30 days from the AGM (30 October 2026 for an AGM held on 30 September 2026); for a One Person Company, 180 days from the end of the financial year (27 September 2026)31 December 2026
AOC-4 (CFS)Consolidated financial statements of a company with subsidiaries — Section 129(3) read with Section 137(1)30 days from the AGM31 December 2026
AOC-4 (XBRL)Financial statements in XBRL for companies covered by the Companies (Filing of Documents and Forms in XBRL) Rules, 2015 — listed companies and their Indian subsidiaries, companies with paid-up capital of ₹5 crore or more or turnover of ₹100 crore or more, and companies preparing Ind AS financial statements30 days from the AGM31 December 2026
AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS)Standalone and consolidated financial statements of NBFCs that follow Ind AS (Division III of Schedule III)30 days from the AGM31 December 2026
MGT-7Annual return — Section 92(4)60 days from the AGM (29 November 2026 for an AGM held on 30 September 2026)31 January 2027
MGT-7AAbridged annual return for One Person Companies and small companies — Section 92(1) read with Rule 11(1) of the Companies (Management and Administration) Rules, 201460 days from the AGM; for an OPC, 60 days from the date on which the AGM would have been due31 January 2027

Filing within those dates is "without payment of additional fees" (paragraph 2 of the circular). The normal filing fee under the Companies (Registration Offices and Fees) Rules, 2014 still applies; what is waived is the additional fee of ₹100 per day per form that Rule 12 read with Section 403 would otherwise charge for every day after the statutory due date.

If your company's annual filing is handled through our company annual filing service or the annual compliance package for private companies, nothing changes in the work — only in the fee exposure if the MCA V3 portal fails on the last day.

2. What is not extended

Read paragraph 3 of the circular before celebrating. It says the circular "shall not be construed as conferring any extension of statutory time for holding of AGMs", and that companies which have not adhered to the statutory timelines "shall be liable under the relevant provisions of the Act". In practice:

  • The AGM date is unchanged. Under Section 96(1) the AGM for FY 2025-26 had to be held by 30 September 2026 (within six months of the financial year end; a first AGM within nine months). A company that has not held its AGM is in default under Section 99 — fine up to ₹1 lakh plus ₹5,000 per day of continuing default for the company and every officer in default — irrespective of this circular. Only the Registrar can extend the AGM date, by up to three months, on an application made before the due date under the third proviso to Section 96(1).
  • ADT-1 is not covered. Form ADT-1 for the auditor appointed or re-appointed at the AGM is due within 15 days of the AGM under Section 139(1) read with Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014 — 15 October 2026 for a 30 September AGM. If it has not been filed, it attracts additional fees now. See our auditor appointment service.
  • MGT-14 is not covered. A public company's board resolution approving the financial statements and board's report is filed in MGT-14 within 30 days under Section 117(3)(g) read with Section 179(3)(g). Private companies are exempt from this filing by the notification dated 5 June 2015.
  • LLPs are not covered. The circular is issued under the Companies Act, 2013 and names only AOC-4 and MGT-7 variants. LLP Form 8 (Statement of Account and Solvency, due 30 October 2026 under Section 34(3) of the LLP Act, 2008 read with Rule 24) and Form 11 (annual return, due 30 May) are unaffected. See LLP annual filing.
  • Income-tax deadlines are a different statute. The due dates for the tax audit report and the income-tax return under Section 139(1) of the Income-tax Act, 1961 (Section 263 of the Income-tax Act, 2025 from tax year 2026-27) are set by CBDT, not MCA. Check the current CBDT circular rather than assuming the MCA relaxation carries across.
  • CRA-4, DPT-3, DIR-3 KYC, PAS-6, MSME-1 and every other periodic form keep their own dates.

Note also the nuance in the drafting: the circular "allows" filing up to the relaxed dates "without payment of additional fees". Section 137(3) and Section 92(5) penalties for not filing within the statutory period are not expressly waived, but under the identically worded circulars for FY 2024-25 (General Circulars 06/2025 and 08/2025) filings made within the relaxed window were treated as compliant and we are not aware of adjudication having been pursued for them. We flag it because the circular itself does not say so.

3. Who benefits, and by how much

CompanyOriginal positionPosition after GC 05/2026
Private company, AGM held 30 September 2026AOC-4 by 30 October 2026, MGT-7 by 29 November 2026AOC-4 by 31 December 2026 (62 extra days), MGT-7 by 31 January 2027 (63 extra days)
Small company — paid-up capital up to ₹10 crore and turnover up to ₹100 crore under Rule 2(1)(t) of the Companies (Specification of Definition Details) Rules, 2014 as amended by G.S.R. 880(E) with effect from 1 December 2025 (earlier ₹4 crore / ₹40 crore), and not a holding or subsidiary company, a Section 8 company or a company governed by a special Act (Section 2(85)) — AGM 30 September 2026AOC-4 by 30 October, MGT-7A by 29 NovemberAOC-4 by 31 December, MGT-7A by 31 January
One Person Company (no AGM required under Section 96(1))AOC-4 within 180 days of 31 March 2026, i.e. by 27 September 2026 — already past; additional fees were accruing at ₹100 per dayAOC-4 accepted up to 31 December 2026 with no additional fee — a genuine saving for OPCs that missed September
Company with subsidiaries (CFS) or under XBRLSame AOC-4 date as the standalone statementsBoth the standalone and the CFS/XBRL filings move to 31 December 2026
NBFC following Ind ASAOC-4 NBFC (Ind AS) within 30 days of AGM31 December 2026
Company that has not held its AGMIn default under Sections 96 and 99Still in default — the circular gives no relief on the AGM; hold it, record the delay, and file

Example of the money involved: a private company with an AGM on 30 September 2026 that files both forms on 20 December 2026 would, without the circular, have paid additional fees of ₹5,100 on AOC-4 (51 days) and ₹2,100 on MGT-7 (21 days). Under the circular it pays only the normal filing fee. The relief is from additional fees under Section 403 and Rule 12 only. The penalties in Section 137(3) and Section 92(5) — up to ₹2 lakh for the company and ₹50,000 per officer — are not waived by the circular's text (see section 2 above); in practice, under the identically worded FY 2024-25 circulars, filings made within the relaxed window were not taken up for adjudication, and the circular is the answer to any notice that is issued.

4. The paragraph 4 trap: additional fees run from the original due date

Paragraph 4 of the circular is the one that catches companies every year. Any filing made after the relaxed period attracts all fees, including additional fees, as provided in the Companies (Registration Offices and Fees) Rules, 2014, computed "from the date when such filings were actually due under the Act" — not from 31 December or 31 January.

Worked example. AGM on 30 September 2026; AOC-4 is due on 30 October 2026. If the company files on 15 January 2027:

  • What most people expect: 15 days late (1 to 15 January) × ₹100 = ₹1,500.
  • What the circular says: 77 days late (31 October 2026 to 15 January 2027) × ₹100 = ₹7,700, and the relaxation is lost entirely.

The same arithmetic applies to MGT-7 from 29 November 2026. The relaxed dates are therefore a cliff, not a gentle slope: the day after the window closes, you are back to the original timeline with the whole accumulated delay. Plan to file by mid-December and mid-January at the latest, and note that 31 January 2027 is a Sunday. The MCA V3 portal accepts filings on Sundays, but the last working day for anything that needs a DSC reissued, a bank letter or a resubmission is Friday, 29 January 2027.

5. Why the extension came — and why it keeps recurring

The Institute of Company Secretaries of India wrote to MCA on 9 October 2026 asking for filings up to 31 December 2026 without additional fees, citing recurring glitches on the MCA-21 Version 3 portal — downtime, session time-outs, login failures and form validation errors — and the heavier data requirements of the revised AOC-4 and MGT-7 forms. For FY 2024-25 MCA issued General Circular No. 06/2025 on 17 October 2025 relaxing the dates to 31 December 2025 and then General Circular No. 08/2025 on 30 December 2025 extending them to 31 January 2026; The V3 migration of the AOC-4 and MGT-7 forms, the new field-level validations, and the concentration of every active company's filing in the same five-week window are structural, so the relief recurs — but it is never announced until the last fortnight: in 2025 the first relaxation came less than two weeks before the original due date. Treating the extension as expected is a mistake; this year the circular came six days before the AOC-4 due date, and a company that had planned for 30 October lost nothing by being ready.

6. Revised FY 2025-26 compliance calendar for a company with a 30 September 2026 AGM

FilingProvisionDue dateChanged by GC 05/2026?
Annual General MeetingSection 96(1)30 September 2026 (done)No
ADT-1 (auditor appointment/re-appointment)Section 139(1), Rule 4(2)15 October 2026No
MGT-14 (public companies — approval of financial statements)Section 117(3)(g)30 days from the board meetingNo
LLP Form 8 (if you also run an LLP)Section 34(3), LLP Act30 October 2026No
AOC-4 / AOC-4 CFS / AOC-4 XBRL / AOC-4 NBFC (Ind AS)Section 137(1)30 October 2026 → 31 December 2026Yes
MGT-7 / MGT-7ASection 92(4)29 November 2026 → 31 January 2027Yes
MGT-8 certification (listed company, or paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore)Section 92(2)Attached to MGT-7, so effectively 31 January 2027Yes, by attachment
Income-tax return and tax audit reportSection 139(1) / 44AB, Income-tax Act, 1961As notified by CBDTNo

7. How to use the extra time (and how not to)

Two months is enough to fix the things that get a filing marked for resubmission or, worse, get a director's DIN flagged. Use it for these, in order:

  1. Reconcile the three sets of numbers that must agree: the signed financial statements, the XBRL instance (where applicable) and the figures keyed into AOC-4. Mismatches between the PDF and the form fields are the most common V3 resubmission reason.
  2. Check the board's report against Section 134(3) — the CSR annexure, the Section 186 loans and investments disclosure, related-party contracts in Form AOC-2, the Section 197(12) remuneration ratios for listed companies, and the internal financial controls statement. A board's report signed without the AOC-2 is a Section 134(8) penalty waiting to be adjudicated.
  3. Verify every director's DIN status and DSC validity before the last week. A DIN deactivated for non-filing of DIR-3 KYC cannot sign; a Class 3 DSC that expires in December takes a working day to reissue.
  4. Confirm the auditor's details on ADT-1 match the audit report — firm registration number, membership number and the UDIN on the report. MGT-7 pulls the auditor's data from ADT-1.
  5. Prepare MGT-7 now, not in January. The shareholding pattern, transfers during the year, the list of members as on the AGM date and the board meeting attendance should all be ready from the statutory registers. If your company has a company secretary in practice certifying MGT-8, book them before December. Our secretarial audit team handles MGT-8 certification alongside the annual filing.
  6. Do not use the window to delay the AGM. The relaxation applies to filing, and an AGM held after 30 September 2026 without the Registrar's extension remains a Section 99 default that the circular expressly preserves.

Companies incorporated during FY 2025-26 should check whether their first financial year closed on 31 March 2026 at all — a company incorporated on or after 1 January 2026 may close its first financial year on 31 March 2027 under Section 2(41), in which case there is nothing to file this season. Our guides on why annual return filings should never be missed and the One Person Company compliance calendar cover the groundwork; for the tax side, see the Income-tax Act, 2025 guide.

8. Frequently Asked Questions (FAQs)

Is the AGM date for FY 2025-26 also extended to 31 December 2026?

No. Paragraph 3 of General Circular No. 05/2026 states that it does not extend the statutory time for holding AGMs. The AGM had to be held by 30 September 2026 under Section 96(1), unless the Registrar granted an extension of up to three months on an application made before that date. A late AGM remains a default under Section 99 even if the forms are filed within the relaxed window.

Does the relaxation apply to One Person Companies?

Yes. OPCs file AOC-4 within 180 days of the financial year end (27 September 2026 for FY 2025-26) and MGT-7A within 60 days of the date on which the AGM would have been due. Both forms are named in the circular, so an OPC can file AOC-4 up to 31 December 2026 and MGT-7A up to 31 January 2027 without additional fees — including OPCs that had already crossed 27 September.

What happens if I file AOC-4 on 5 January 2027?

Under paragraph 4 of the circular you pay all fees, including additional fees at ₹100 per day, counted from the original due date — 30 October 2026 for a 30 September AGM — not from 31 December. That is 67 days, or ₹6,700, on that one form, and the Section 137(3) penalty exposure runs from the original date as well. The relaxed date is a cliff, not a new due date.

Are LLP Form 8 and Form 11 covered?

No. The circular is issued under the Companies Act, 2013 and lists only the AOC-4 family and MGT-7/MGT-7A. LLP Form 8 for FY 2025-26 remains due on 30 October 2026 under Section 34(3) of the LLP Act, 2008, with additional fees under the LLP (Amendment) Rules, 2022 thereafter.

Is ADT-1 extended with AOC-4?

No. ADT-1 is due within 15 days of the AGM under Section 139(1) read with Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014 — 15 October 2026 for a 30 September AGM — and is not mentioned in the circular. If it is pending, file it now with the additional fee rather than waiting; MGT-7 draws the auditor's particulars from it.

Does the extension cover XBRL and consolidated filings?

Yes. The circular names AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS) expressly, all to 31 December 2026.

Where is the circular published?

General Circular No. 05/2026 dated 24 October 2026 is placed on the MCA website under Acts & Rules → Circulars (the circular's own "copy to" directs the e-Governance Section to publish it there), and a copy is linked in section 1 of this article. Keep a copy of the circular with the filing working papers: if a show-cause or adjudication notice is ever issued for a filing made within the relaxed window, the circular is the answer to it.

Conclusion

General Circular No. 05/2026 buys two months on AOC-4 and MGT-7 for FY 2025-26, nothing more. The AGM, ADT-1, MGT-14, the LLP forms and the income-tax calendar stand where they were, and a filing that slips past 31 December 2026 or 31 January 2027 is charged from the original due date. Use the window to get the board's report, the XBRL and the annual return right, and file in the second week of December and the second week of January — not on the Sunday the window closes. If you would like us to take the filing off your desk, our annual filing service covers AOC-4, MGT-7/7A, ADT-1 and the board's report, reviewed by CA V. Viswanathan (FCA, ACS, CFE, IBBI Registered Valuer) before submission.

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