Summary: The Annual General Meeting (AGM) is a principal statutory compliance enabling members to consider financial statements, Board and auditors’ reports, dividend where applicable, appointment or re-appointment of directors and auditors, and other shareholder matters. For companies whose financial year ended on 31 March 2026, the normal AGM due date is 30 September 2026. Under Section 96 of the Companies Act, 2013, the Registrar of Companies may, for a special reason, extend the time for holding an AGM, other than the first AGM, by up to three months. The extension is discretionary and is not automatic merely because an application is filed. A company seeking additional time should identify a genuine special reason, such as delay in audit or finalisation of financial statements, significant management changes, non-availability of essential records or other genuine unforeseen circumstances, and should support the application appropriately. The application is made through Form GNL-1 with the concerned ROC. For an AGM ordinarily due on 30 September 2026, a maximum three-month extension may potentially take the meeting date up to 31 December 2026, subject to the specific ROC order. Companies should obtain and preserve the ROC’s extension order and complete the AGM and applicable post-AGM compliances within the revised period granted.
Extension of Annual General Meeting (AGM) For Financial Year 2025-26-Normal AGM Due Date: 30 September 2026 | Extension: Up to 3 Months
Introduction
The Annual General Meeting (AGM) is one of the principal statutory compliances undertaken by a company every year. It enables members to consider the financial statements, reports of the Board and auditors, declaration of dividend where applicable, appointment or re-appointment of directors and auditors, and other matters requiring shareholder consideration.
For companies having a financial year ending on 31 March 2026, the ordinary statutory deadline for holding the AGM is 30 September 2026. In circumstances where the company is unable to convene the meeting within the prescribed period for a special reason, the Companies Act, 2013 provides a mechanism for seeking additional time from the Registrar of Companies (ROC).
Statutory Basis for AGM Extension
Section 96 of the Companies Act, 2013 deals with the holding of Annual General Meetings. The provision permits the Registrar, where special circumstances are shown, to extend the time for holding an AGM, other than the first AGM, by a period not exceeding three months.
The power to grant an extension is therefore discretionary. A company does not receive an extension merely by filing an application; the request has to be considered and approved by the competent ROC.
AGM Due Date for FY 2025-26
Where the financial year closes on 31 March 2026, the six-month period prescribed for holding the AGM expires on 30 September 2026. Accordingly, 30 September 2026 is the normal due date for the AGM for FY 2025-26.
If the ROC grants the maximum permissible extension of three months, the AGM may be held within the extended period, potentially up to 31 December 2026, subject to the specific extension order.
Who Can Apply for Extension?
A company proposing to seek additional time should first determine that the meeting is not its first AGM. The statutory extension power under Section 96 does not apply to the first AGM.
For subsequent AGMs, the company may approach the concerned ROC where circumstances exist that can properly be presented as a special reason for requiring additional time.
What May Constitute a Special Reason?
The application should be based on the actual circumstances of the company. Depending on the facts, relevant circumstances may include delay in completion of audit, difficulty in finalising financial statements, significant changes in management, non-availability of essential records, or other genuine and unforeseen matters affecting the company’s ability to complete the AGM process within time.
The justification should be precise rather than generic. Supporting documents should be enclosed wherever they help establish the circumstances stated in the application.
Filing of Form GNL-1
An application for extension of the period for holding an AGM is made through e-Form GNL-1 with the concerned Registrar of Companies.
The application should generally set out the company’s particulars, financial year concerned, statutory AGM due date, period of extension sought, detailed reasons for the request and relevant supporting documents. The company should ensure that the application is duly authorised and accurately reflects its statutory position.
Extent of Extension
The Registrar may grant an extension for a period not exceeding three months. The three-month period is the statutory ceiling and should not be treated as an automatic entitlement.
Thus, for an AGM ordinarily due on 30 September 2026, the company may seek additional time of up to three months. The final permissible AGM date will depend upon the period actually granted by the ROC and the terms of its order.
ROC Order and Compliance After Extension
The filing of GNL-1 should not be treated as approval of the extension. The company should obtain the ROC’s order and carefully note the revised deadline stated therein.
After the extension is granted, the company should complete all AGM-related actions within the permitted period, including issuance of notice, circulation of financial statements and reports, conduct of the meeting and applicable post-AGM filings.
Consequences of Not Holding the AGM
Failure to hold an AGM within the prescribed period, including any validly extended period, can result in statutory consequences under the Companies Act, 2013. Companies should therefore avoid relying on an extension unless it has been formally granted by the competent authority.
Where an extension is genuinely required, the application should be prepared and filed sufficiently in advance, with a clear explanation of the circumstances.
Quick Compliance Checklist
- Confirm that the financial year ended on 31 March 2026.
- Confirm the normal AGM due date as 30 September 2026.
- Check that the meeting is not the company’s first AGM.
- Identify and document the special reason for seeking extension.
- Prepare and file Form GNL-1 with the concerned ROC.
- Attach relevant supporting documents and proper authorisation.
- Obtain and preserve the ROC’s extension order.
- Hold the AGM within the revised period granted by the ROC.
- Complete all applicable statutory filings after the AGM.
Conclusion
For FY 2025-26, a company whose financial year ended on 31 March 2026 is ordinarily required to hold its AGM by 30 September 2026. Where a genuine special reason prevents the company from conducting the AGM within the prescribed period, an extension of up to three months may be sought from the concerned Registrar of Companies under Section 96, subject to approval.
The extension is discretionary and should not be presumed merely because an application has been filed. Companies should maintain proper records of the application and ROC order and ensure that the AGM is conducted within the revised period granted.
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Disclaimer: The entire contents of this article have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although utmost care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable laws. The user of the information agrees that the information is not a piece of professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.
The author, Ms. Chinki Singhal, is a Company Secretary in Practice at M/s Chinki Singhal and Associates and can be reached at: Mobile:+91-9050320565 | Email:[email protected] | Alternate Email:[email protected]
