ROC Filings for FY 2025-26: Every Date Hangs Off Your AGM, and ₹100 a Day Never Stops

Most compliance calendars for October are wrong in the same way. They print a column of dates as though the Registrar had fixed them. The Registrar fixed almost none of them. Your annual general meeting did.

Move the AGM by a week and six filings move with it. Hold no AGM at all and the clocks still run, from the day the meeting should have been held.

The dates that hang off your AGM

Section 96(1) requires the meeting within six months of the financial year's close — 30 September 2026 for the year ended 31 March 2026 — and within nine months for a company's first AGM. The Registrar may extend it, but only on application and "for any special reason", and by no more than three months.

Take the ordinary case of an AGM held on 30 September 2026:

• AOC-4, the financial statements, within thirty days of the AGM under section 137(1): 30 October 2026. A one-person company does not follow this at all — its clock is 180 days from the year's close, which was 27 September 2026.
• MGT-7, the annual return, within sixty days under section 92(4): 29 November 2026.
• ADT-1, the auditor's appointment, within fifteen days of the meeting: 15 October 2026. That fifteen days lives in section 139(1) itself, not in the rules — in the proviso the rules still call the fourth, though an earlier proviso was omitted in 2017 and it has been the third ever since.

Who files the short annual return, and why the answer changed

MGT-7A — the abridged return — is for one-person companies and small companies, and nothing else.

What changed is what a small company is. From 1 December 2025, the limits became ₹10 crore of paid-up capital and ₹100 crore of turnover, up from ₹4 crore and ₹40 crore. For the FY 2025-26 filing season that is a large shift: companies that filed MGT-7 last year may file MGT-7A this year, and private companies that were caught by the demat requirement for non-small companies may now be outside it.

Two oddities are worth knowing before you apply it. The Act's own definition says a company is small if its capital or its turnover is within the limit; the rule that sets the numbers reads them as both. And "other than a public company" sits in the main definition, so no public company is ever small, whatever its size.

The fixed dates, which do not care about your AGM

• MSME Form 1, for dues to micro and small enterprises outstanding beyond 45 days: 31 October 2026 for April to September, and 30 April for October to March. The 2024 amendment narrowed who files, not when.
• NFRA-2, for auditors within NFRA's net: 30 November 2026, covering audit reports signed between 1 April 2025 and 31 March 2026.
• LLPs: Form 11, the annual return, was due 30 May 2026 — sixty days from the year's close, and the sixty days is in the LLP Act itself. Form 8, the statement of account and solvency, follows on 30 October 2026.

The deposits return in DPT-3 and, for unlisted public companies, PAS-6 also fall in the year. Their dates sit in rules on a site that refuses to open to anything but a browser, so this page does not print rule text for them.

What lateness costs, and the ladder people get wrong

There are two different regimes, and confusing them is the most common error in a fee estimate.

For AOC-4 and MGT-7 — anything under section 92 or 137 — it is ₹100 for every day, with no cap. Not a multiple of the normal fee. Not capped at ten times anything. The statute sets that ₹100 as a floor, and the rules charge exactly it.

For every other form, the fee is a multiple of the normal filing fee, and the ladder starts lower than most summaries claim:

• up to 15 days (for sections 139 and 157): one time
• up to 30 days: 2 times
• 30 to 60 days: 4 times
• 60 to 90 days: 6 times
• 90 to 180 days: 10 times
• beyond 180 days: 12 times

The "higher additional fee" that appears beside that table is 1.5 times, and it applies only to INC-22 and PAS-3 filed late twice within a year. It is not a doubling for repeated annual-filing default, however often that is written. The Act still sets a floor of twice the additional fee for repeat default, and the 2020 amendment that would have removed that floor was passed but never brought into force.

The penalty is separate from the fee

Paying the late fee does not close the matter. Section 92(5), for the annual return: ₹10,000 on the company and on every officer in default, plus ₹100 a day, capped at ₹2 lakh for the company and ₹50,000 for an officer. Section 137(3), for the financial statements: the same ₹10,000 and ₹100 a day, capped at ₹2 lakh for the company, with the managing director and chief financial officer — or, failing them, the directors — liable up to ₹50,000.

For an LLP, sections 34(5) and 35(2) charge ₹100 a day, up to ₹1 lakh for the LLP and ₹50,000 for every designated partner.

And then the sentence worth pinning above a desk. Under the proviso to section 454(3), in force since 22 January 2021, where the default is in the annual return or the financial statements and it is rectified before the adjudicating officer's notice, or within thirty days of it, no penalty shall be imposed and the proceedings are deemed concluded. A late filing made good on receipt of that notice ends there.

Two things that quietly changed

DIR-3 KYC is not due this month. Rule 12A was replaced with effect from 31 March 2026. The KYC is now filed once every third financial year, by 30 June, in the web form alone — the e-form is gone. Directors already compliant are next due on 30 June 2028. Any calendar still showing 30 September 2026 for it is describing a rule that has been repealed.

Not filing is now noticed sooner. All filings go through MCA21 V3, which the Ministry has paired with an early warning system and a compliance management system doing risk-based classification and automated exception reports. The registry has stopped waiting for someone to complain.

NFRA has been blunter still. On 17 August 2026 it published a provisional list, naming 948 audit firms that had not filed Form NFRA-2 for 2024-25 and 41 that filed it incompletely. The rule's own penalty is modest — a fine not exceeding ₹5,000, and ₹500 a day while it continues. Being on the list is the part that costs.

Nothing in this calendar is hard. What makes October expensive is that six of its dates are computed from a date you chose in September, and one of them, a fee at ₹100 a day with no ceiling, never stops running.

Where this comes from

The Companies Act, 2013, sections 92, 96, 137, 139, 403 and 454, and the Limited Liability Partnership Act, 2008, sections 34 and 35, read from the bare Acts; the small-company limits in rule 2(1)(t) as substituted by G.S.R. 880(E) of 1 December 2025; MGT-7A in rule 11(1) as substituted by G.S.R. 159(E); the fee tables in the Companies (Registration Offices and Fees) Rules as amended by G.S.R. 435(E) and G.S.R. 12(E), and in Annexure A to the LLP Rules as substituted by G.S.R. 109(E); rule 12A as substituted by G.S.R. 943(E) of 31 December 2025; the MSME order S.O. 368(E) as amended by S.O. 2751(E); and rules 3, 5 and 13 of the NFRA Rules, 2018 with NFRA's list of 17 August 2026. The Companies Compliance Facilitation Scheme, 2026, which let older annual filings be regularised, is understood to have closed in September 2026; its final extension circular is reported in the trade press and could not be read on the Ministry's own site, which does not serve pages to anything but a browser. For the MSME side of the same season, see MSME Form 1 before 31 October.