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For a company holding its AGM on the standard 30 September deadline, AOC-4 is due within 30 days (around 30 October 2026) and MGT-7 or MGT-7A is due within 60 days (around 29 November 2026). DIR-3 KYC has also changed from an annual September filing to a triennial one due every three years on 30 June. And if you have pending filings from earlier years, the Companies Compliance Facilitation Scheme 2026 offers a 90% penalty waiver, but only if you act before its extended deadline of 31 August 2026.
Every private limited, public limited, OPC, and Section 8 company registered under the Companies Act, 2013 has to file annual returns with the Registrar of Companies, whether or not the company did any business that year. Miss it, and the penalty compounds daily with no upper cap. Here’s what’s due, when, and what’s changed for 2026.
Table of Contents
The Core Annual Filing Calendar
AOC-4 (Financial Statements). This carries your audited financial statements, board report, and auditor’s report to the ROC. It’s due within 30 days of your AGM. For a standard AGM on 30 September, that puts AOC-4 around 30 October 2026. Companies required to use XBRL tagging, which includes listed companies and companies crossing paid-up capital of ₹5 crore or turnover of ₹100 crore, file AOC-4 XBRL instead of the standard form.
MGT-7 or MGT-7A (Annual Return). This is due within 60 days of your AGM, roughly 29 November 2026 for a standard 30 September AGM. Small companies and OPCs file the simplified MGT-7A; other companies file the full MGT-7.
DPT-3 (Return of Deposits). This is an annual filing, ordinarily due by 30 June, covering deposits and certain loans your company has taken. For 2026, a data-centre fire in June pushed the DPT-3 deadline out to 31 July.
ADT-1 (Auditor Appointment). Filed within 15 days of the AGM where the auditor’s appointment or reappointment is confirmed.
DIR-3 KYC. This is where the biggest structural change for 2026 sits, covered in detail below.
DIR-3 KYC Is No Longer an Annual Filing
This is the change most compliance calendars still get wrong, so it’s worth stating plainly. Under the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, effective 31 March 2026, DIR-3 KYC moved from an annual September filing to a triennial filing due every three years on 30 June.
If a director last filed DIR-3 KYC in FY 2022-23, that director’s next filing is due in FY 2025-26. Directors who assume they need to file every September, as was the rule for years, may either file unnecessarily or, more dangerously, assume they’re covered by an earlier year’s KYC when their three-year window has actually expired.
A deactivated DIN because of a missed KYC filing carries a flat ₹5,000 reactivation fee per director, and a deactivated DIN will cause your AOC-4 or MGT-7 filing to get rejected outright. Before you file anything else this year, confirm every director’s DIN status and KYC currency on the MCA portal.
Small Company Thresholds Just Got Bigger
The MCA quietly doubled the small company thresholds in December 2025. Many companies that were previously classified as regular private limited companies, with the fuller compliance burden that comes with that, may now qualify as small companies without having taken any action themselves. Small company status brings a lighter compliance load, including the simplified MGT-7A annual return instead of the full MGT-7.
Check your company’s current paid-up capital and turnover against the revised thresholds. If you now qualify as a small company and haven’t updated your filings to reflect that, you may be doing more compliance work than the law currently requires.
The Companies Compliance Facilitation Scheme 2026: Your Window to Clear Backlogs Cheaply
If your company has pending AOC-4, AOC-4 XBRL, AOC-4 CFS, MGT-7, MGT-7A, or ADT-1 filings from earlier years, the Companies Compliance Facilitation Scheme, 2026 (CCFS 2026) is the cheapest path to getting current.
Under CCFS 2026, introduced through General Circular No. 01/2026 dated 24 February 2026, companies can clear pending annual filings by paying only 10% of the normal additional fees, a roughly 90% waiver. Filing under the scheme also brings immunity from penalty proceedings under Sections 92 and 137 of the Companies Act, provided you file before, or within 30 days of, receiving any notice.
The scheme originally closed on 15 July 2026, but was extended through General Circular No. 03/2026 dated 8 July 2026 to 31 August 2026. After that date, the standard ₹100-per-day-per-form additional fee, with no upper cap, resumes in full, and the ROC has been directed to move actively against remaining defaulters.
A few conditions worth knowing before you file:
You can regularize multiple pending years in one window. The scheme allows AGMs to be conducted for previous financial years, financial statements adopted for each respective year, and the relevant forms then filed under CCFS 2026.
UDIN is mandatory. Financial statements filed under the scheme must carry a valid UDIN generated per ICAI guidelines. Statements filed without one will be rejected.
Digital Signature Certificates and DIN status must be current. Verify that DSCs for all authorised signatories are active and registered on MCA-21 with current DIN records before you attempt to file. A deactivated DIN due to a missed KYC filing will block the entire submission.
Dormant and inactive companies have separate relief options. Companies with no active business can opt for dormant status via MSC-1 at 50% of the normal fee, or strike off via STK-2 at 25%, rather than clearing years of pending filings.
Non-conduct of the AGM itself isn’t covered. CCFS addresses pending filings, not the failure to hold an AGM under Section 96, which needs to be compounded separately if it applies to your company.
What the Penalty Structure Actually Looks Like If You Wait
The Companies Act, 2013 has imposed a ₹100-per-day additional fee on late AOC-4 and MGT-7 filings since July 2018, with no ceiling. Over a single year, that works out to over ₹36,500 in accumulated late fees per form, per filing cycle you miss. Across multiple pending years and multiple forms, this compounds into a liability that can genuinely threaten a small company’s finances, which is exactly the gap CCFS 2026 exists to address.
A Practical Filing Order for FY 2025-26
1. Confirm director DIN and KYC status first. Every other filing depends on active DINs. Do this before touching AOC-4 or MGT-7.
2. Check your small company classification against the revised December 2025 thresholds, since it determines which annual return form you’ll actually file.
3. Hold your AGM by 30 September (or the applicable date for your company type), since the AOC-4 and MGT-7 clocks both start running from that date.
4. File AOC-4 within 30 days of the AGM, with XBRL tagging if your company crosses the applicable thresholds.
5. File MGT-7 or MGT-7A within 60 days of the AGM.
6. If you have any pending filings from earlier years, file under CCFS 2026 before 31 August 2026, while the 90% fee waiver and penalty immunity remain available.
7. Coordinate ROC deadlines against your Income Tax and GST filing calendar, since these three regulators run on overlapping but distinct timelines, and gaps between them are where compliance failures most often originate.
Why Coordinating Across Three Regulators Matters More in 2026
ROC compliance rarely fails in isolation. It tends to fail at the seams between ROC, Income Tax, and GST, where one filing depends on data that lives in a different department’s records. Your AOC-4 requires audited financial statements, and that audit typically runs alongside or shortly before your income tax filing preparation for the same period. Your DPT-3 requires accurate loan and deposit records that your accounts team also needs for GST reconciliation if any of those transactions touch related-party supplies. And CCFS 2026’s UDIN requirement means your chartered accountant’s sign-off process needs to be synchronized with your company secretary’s filing timeline, not run as two disconnected tasks that happen to land in the same quarter.
For a company juggling AGM preparation, the CCFS 2026 window, DIN and KYC verification, and the standard AOC-4/MGT-7 cycle, the practical answer is to build one shared compliance calendar across your accounts, company secretarial, and tax functions, rather than three separate ones that only get compared when a deadline is already close.
Common Reasons ROC Filings Get Rejected on Resubmission
Even companies that start the filing process early sometimes hit rejections that push them past their deadline. The most frequent cause is a DIN flagged as deactivated due to a lapsed KYC filing, which blocks the entire AOC-4 or MGT-7 submission regardless of how accurate the rest of the form is. The second most common cause is a Digital Signature Certificate that’s expired or not correctly registered against the current DIN record on MCA-21. The third, specific to CCFS 2026 filings, is a missing or invalid UDIN on financial statements, which ICAI guidelines require and which the portal checks before accepting the submission.
Building a short pre-filing verification step, confirming DIN status, DSC validity, and UDIN generation before you attempt to submit AOC-4 or MGT-7, catches these issues before they cost you a resubmission cycle and the days that go with it.
Frequently Asked Questions
When is AOC-4 due for FY 2025-26? Within 30 days of your AGM. For a company holding its AGM on the standard 30 September deadline, that puts AOC-4 around 30 October 2026.
Is DIR-3 KYC still an annual filing? No. Under rules effective 31 March 2026, DIR-3 KYC is now triennial, due every three years on 30 June, rather than every September as before.
What happens if a director’s DIN gets deactivated due to a missed KYC filing? Reactivation requires a flat ₹5,000 fee per director, and a deactivated DIN will cause your AOC-4 or MGT-7 filing to be rejected until it’s resolved.
What is the Companies Compliance Facilitation Scheme 2026? A relief scheme letting companies clear pending AOC-4, AOC-4 XBRL, AOC-4 CFS, MGT-7, MGT-7A, and ADT-1 filings by paying only 10% of the normal additional fees, with penalty immunity under Sections 92 and 137, provided filing happens before the scheme’s deadline.
What is the deadline for CCFS 2026? The scheme was extended from its original 15 July 2026 closing date to 31 August 2026, per General Circular No. 03/2026 dated 8 July 2026.
Did the small company classification change in 2026? Yes. The MCA doubled the small company thresholds in December 2025, which may move companies into the lighter small company compliance bracket without them having filed anything to trigger it.
What’s the penalty for late AOC-4 or MGT-7 filing outside the facilitation scheme? ₹100 per day of delay, per form, with no upper cap, which can exceed ₹36,500 per form over a single year.
Clear Your ROC Backlog Before the Facilitation Window Closes
Between the DIR-3 KYC timing change, the revised small company thresholds, and a facilitation scheme deadline that won’t be repeated on the same terms, this is a narrow window to get your company’s ROC filings genuinely current at minimal cost. TRUSTLINK’s ROC Compliance team handles AGM preparation, AOC-4 and MGT-7 filing, DIN and KYC verification, and CCFS 2026 applications for companies across India. Reach out before 31 August 2026 if you have any pending filings on your record.