Annual ROC Filing Checklist FY 2025-26: AOC-4, MGT-7, Board Report & AGM

Summary: For FY 2025-26, companies must reconcile their statutory records, finalise financial statements, approve the Board’s report, hold the AGM and file the applicable annual forms within the prescribed deadlines. The checklist covers private companies, small companies, OPCs and unlisted public companies, with particular attention to AOC-4, MGT-7/MGT-7A, XBRL, consolidated accounts, auditor reporting, POSH and maternity disclosures, share capital, related-party transactions and linked filings. The revised small-company thresholds and the applicable director KYC cycle also require careful classification. Filing dates generally depend on the actual AGM date, while additional fees and statutory penalties can arise from delay or inaccurate reporting. The article provides a practical sequence of checks for professional review before submission.

Annual Filing Season FY 2025-26: A Practitioner’s Checklist
For Private Companies, Small Companies, OPCs and Unlisted Public Companies

Why this season needs extra care

For most companies with an AGM on 30 September 2026, AOC-4 falls due on 30 October 2026 and MGT-7/MGT-7A on 29 November 2026. As of mid-October 2026, MCA has not issued any extension or additional-fee waiver for FY 2025-26 annual forms . ICSI has represented to MCA (letter dated 9 October 2026) for a relaxation up to 31 December 2026, but that is only a request, not a relief . Plan on the statutory dates.

Three things make FY 2025-26 different from earlier years:

• First full year of the expanded Board’s report. The Companies (Accounts) Second Amendment Rules, 2025 (effective 14 July 2025) added detailed POSH data, a Maternity Benefit Act statement and gender-wise employee numbers. Many reports for FY 2024-25 were approved before 14 July 2025 and skipped these; FY 2025-26 reports cannot.
• New small company thresholds. From 1 December 2025, paid-up capital up to Rs 10 crore and turnover up to Rs 100 crore (G.S.R. 880(E)). Many companies have newly become “small” and get exemptions they did not have last year.
• Post-CCFS enforcement. The Companies Compliance Facilitation Scheme, 2026 closed on 15 September 2026, and MCA has said ROCs will act against companies still in default. Old gaps now carry real risk.

This note is arranged in the order the work actually happens: classify, finalise accounts, draft the Board’s report, hold the AGM, then file the forms.

Due dates at a glance (FY 2025-26)

Every company clock runs from the actual AGM date, not from 30 September. A company that held its AGM on 20 August had AOC-4 due on 19 September.

Late filing costs Rs 100 per day per form, with no upper cap.

Step zero: classify the entity before you draft anything

Most avoidable errors begin with a wrong classification, because it decides which form, which format and which exemptions apply. Settle these questions on day one and record the answers on the file.

1. Is it a small company? From 1 December 2025, a private company qualifies if paid-up capital does not exceed Rs 10 crore and turnover for the immediately preceding FY does not exceed Rs 100 crore . Both tests must be met.

• • A holding or subsidiary company, a Section 8 company, or a company governed by a special Act cannot be small, whatever its size.
  • A public company (including an unlisted public company) is never small.
  • Check turnover of FY 2024-25 for the FY 2025-26 classification, and paid-up capital as on the relevant date. Record the working.

2. Which annual return form? MGT-7A for small companies and OPCs; MGT-7 for every other company, including all unlisted public companies.

3. Is XBRL filing required? Check the XBRL criteria (paid-up capital of Rs 5 crore or more, turnover of Rs 100 crore or more, or companies covered by Ind AS). If yes, AOC-4 XBRL is used, and a signed copy of the financial statements must now also be attached.

4. Ind AS or AS? Confirm the accounting framework with the auditor; it decides the Schedule III Division (I or II) and the AOC-4 variant.

5. Consolidation? A company with a subsidiary, associate or joint venture must prepare consolidated financial statements and file AOC-4 CFS, unless it fits an exemption under Rule 6 of the Companies (Accounts) Rules. A private company with an associate is often missed here.

6. Thresholds that trigger extra work. Check CSR (s.135), cost records/audit, secretarial audit (unlisted public companies above the s.204 thresholds), internal audit (Rule 13), and whether a whole-time company secretary is required (paid-up capital of Rs 10 crore or more).

Practical tip: keep a one-page “classification sheet” for each client, signed off by the engagement partner. It answers half the queries a reviewer or ROC will ever raise.

Financial statements and balance sheet: key points

The financial statements are the auditor’s domain, but the company secretary signs off on whether they will pass through AOC-4 cleanly. Read them with the form in mind.

Format and components

• Use the Schedule III format applicable to the company (Division I for AS, Division II for Ind AS), with previous-year figures for every line.
• Components under s.2(40): Balance Sheet, Profit & Loss, Cash Flow Statement, Statement of Changes in Equity (if applicable), and notes. A small company and an OPC may omit the Cash Flow Statement; a dormant company may too.
• Use one rounding unit throughout (rupees, thousands, lakhs, millions or crores, as Schedule III permits), and state it on the face of each statement.

Schedule III disclosures that are often missed

• Shareholding of promotersat year-end, with the percentage change during the year.
• Ageing schedulesfor trade receivables, trade payables, and capital work-in-progress / intangibles under development.
• MSME dues:principal and interest outstanding to micro and small enterprises (MSMED Act, s.22). These figures should agree with the half-yearly MSME-1 returns filed.
• Additional regulatory information:title deeds not held in the company’s name, benami property proceedings, wilful defaulter status, transactions with struck-off companies, charges or satisfaction pending registration with ROC, compliance with the number of layers, crypto or virtual currency holdings, undisclosed income surrendered in tax assessments, and analytical ratios (with reasons for any change above 25%).
• Loans or advances to promoters, directors, KMPs and related partiesthat are repayable on demand or carry no repayment terms, with the amount and percentage of total loans.
• Related party disclosures(AS 18 / Ind AS 24): name every party and the nature of relationship, not just the amount.

Reconciliations to do before the auditor signs

• Share capital in the balance sheet = paid-up capital on the MCA master data = allotments filed in PAS-3. A mismatch here is the single most common AOC-4 and MGT-7 issue.
• Charges: secured borrowings in the notes should match open charges on the MCA charge index. Satisfied loans should have CHG-4 filed; new secured loans should have CHG-1 filed.
• Deposits: any amount received that is not an “exempted deposit” under Rule 2(1)(c) of the Acceptance of Deposits Rules is a red flag. Directors’ loans need a declaration that the funds are not borrowed; loans from shareholders of a private company need a DPT-3 disclosure.
• Loans and investments: check s.185 and s.186 limits, and confirm the special resolution and MGT-14 (where required) exist for anything above the limits.
• Related party transactions: every transaction in the notes should either be in the ordinary course and at arm’s length, or be approved under s.188. It must also appear in Form AOC-2 in the Board’s report.

Auditor’s report and CARO

• CARO 2020 does not apply to a small company, an OPC, or certain private companies (capital and reserves up to Rs 1 crore, borrowings up to Rs 1 crore, and revenue up to Rs 10 crore). Confirm the auditor has applied the exemption correctly, especially for companies that newly became “small”.
• Read every qualification, adverse remark or emphasis of matter. Each one needs an explanation or comment from the Board in the Board’s report (s.134(3)(f)), and each is reported separately in AOC-4.
• The auditor’s report should include the audit trail (edit log) statement under Rule 11(g) of the Audit Rules. A company whose accounting software lacks a working audit trail should know this before the AGM, not after.
• UDIN must be generated and quoted; AOC-4 asks for it.

Board’s report: key points

Do not roll forward last year’s report with new numbers. FY 2025-26 is the first full year under the amended Rule 8, and an extract of the Board’s report is now filed in a structured e-form with AOC-4, so every gap is visible to the ROC.

What is new for FY 2025-26 (Companies (Accounts) Second Amendment Rules, 2025)

These apply to every company, not only listed ones. Where there were no complaints, say “nil” against each item; do not drop the paragraph. Where the Maternity Benefit Act does not apply (for example, fewer than 10 employees), say so in a statement rather than omitting it. Ask the HR team for the gender-wise headcount early; it is the item clients most often do not have ready.

Sample wording (adapt to facts): “The Company has complied with the provisions relating to constitution of the Internal Committee under the POSH Act. During the year, the number of complaints received was nil, disposed of nil, and pending for more than 90 days nil. The Company has complied with the provisions of the Maternity Benefit Act, 1961. As on 31 March 2026, the Company had [x] female, [y] male and [z] transgender employees.”

Core contents under s.134(3) and Rule 8 (check every item)

• Web link of the annual return (s.92(3) and s.134(3)(a)), if the company has a website. MGT-9 extract is no longer required.
• Number of Board meetings held during the year, with dates.
• Directors’ Responsibility Statement (s.134(5)). Clause (e) on internal financial controls applies only to listed companies; do not copy it into a private company’s report as if it were mandatory.
• Explanations on every qualification, reservation, adverse remark or disclaimer by the statutory auditor and, where applicable, the secretarial auditor.
• Frauds reported by the auditor under s.143(12), other than those reportable to the Central Government.
• Particulars of loans, guarantees and investments under s.186.
• Related party contracts in Form AOC-2 (only those not in the ordinary course or not at arm’s length, plus material ones).
• State of affairs, amount carried to reserves, and dividend recommended.
• Material changes and commitments between the end of the FY and the date of the report.
• Conservation of energy, technology absorption, and foreign exchange earnings and outgo (Rule 8(3)).
• Risk management policy statement, and CSR policy and annual report on CSR in the prescribed annexure, where s.135 applies.
• Change in the nature of business; directors and KMPs appointed or resigned; companies that became or ceased to be subsidiaries, JVs or associates (with AOC-1, now also filed as an e-form).
• Deposits accepted, unpaid or in default, and non-compliant deposits.
• Significant and material orders passed by regulators, courts or tribunals.
• Adequacy of internal financial controls with reference to the financial statements (Rule 8(5)(viii)).
• Whether cost records are maintained, where s.148 applies.
• Applications made or proceedings pending under the IBC, and the difference in valuation on one-time settlement, if any.
• Secretarial audit report (MR-3) as annexure, where s.204 applies to an unlisted public company.
• Declaration of independence by independent directors and the Board’s statement on their integrity and expertise, where independent directors are required.

Small companies and OPCs: the abridged report

Rule 8A permits an abridged Board’s report for a small company and an OPC. It still needs the web link of the annual return, number of Board meetings, the Directors’ Responsibility Statement, auditor qualification explanations, fraud reporting, state of affairs, reserves, dividend, material changes and director changes. Rule 8A was not expressly amended in 2025, but the safer course is to include the POSH, Maternity and gender-mix disclosures even in an abridged report, since the e-form extract filed with AOC-4 captures them. Companies that became small from 1 December 2025 may switch to the abridged report this year; confirm the classification first.

Signing and dating

• Signed by the chairperson if authorised by the Board, or by at least two directors, one of whom is the managing director where there is one (s.134(6)).
• The date of the Board’s report must fall on or after the date the financial statements were approved and on or before the date of the AGM notice. Check that this date matches what you enter in AOC-4.

Board approval, AGM and authentication

The dates in your minutes are the dates the forms will ask for. Get the sequence right on paper first.

• Board meeting to approve accounts and the Board’s report.Financial statements are approved by the Board before the auditor signs (s.134(1)). Authentication: chairperson if authorised, or two directors (one being MD, if any), the CEO, the CFO and the company secretary where appointed. An OPC needs the signature of one director.
• Notice of AGM.At least 21 clear days, unless shorter notice is consented to by members holding 95% of voting power. Send the financial statements, auditor’s report and Board’s report with the notice (s.136). Keep proof of dispatch.
• Hold the AGM.Check quorum (s.103), the chairperson, auditor attendance (s.146), and the Register of Directors and KMP kept open for inspection (s.170). Business: adoption of accounts, dividend, retirement by rotation (public companies), and auditor appointment or ratification where due.
• Sign within 30 days of the AGM. AOC-4 and MGT-7 are uploaded with certified copies or extracts, so the minutes must exist before you file.
• If accounts are not adopted at the AGM,file the unadopted accounts within 30 days of the AGM date, and the adopted ones within 30 days of the adjourned AGM (proviso to s.137(1)).
• If the AGM is not held,file the unaudited / unadopted accounts and the annual return within 30 / 60 days of the last date on which the AGM should have been held, with a statement of the reasons. Do not simply wait: non-filing is a separate default from the failure to hold the AGM.

Do not forget: an OPC need not hold an AGM; its accounts are deemed adopted when signed and communicated to the member. For every other company, adoption of accounts is AGM business under s.96; a Board resolution by circulation under s.175 cannot replace it.

Form AOC-4: key points

The revised V3 AOC-4 (in use since 14 July 2025) asks for far more structured data than the old form. Treat it as a data-entry exercise that must tie to the signed accounts line by line.

Before you open the form

• DSCs of the signing director (and CS / CA / CFO as applicable) are valid and associated on the V3 portal; DIR-3 KYC compliance is current under the applicable three-financial-year cycle, or the DIN may be “deactivated” and the form blocked.
• Previous year’s AOC-4 and MGT-7 are on record. The form pre-fills last year’s figures; if they are wrong, fix the source rather than overriding.
• Auditor details (firm registration number, membership number, UDIN) match ADT-1 on record. If the auditor changed, ADT-1 / ADT-3 should already be filed.

Data that must reconcile

• Balance sheet and P&L figures, including previous-year comparatives, entered exactly as in the signed statements (same rounding).
• Share capital equals the MCA master data.
• Dates of Board approval, Board’s report, auditor’s signature and AGM match the minutes and notices.
• CSR fields: average net profit, prescribed obligation, amount spent, unspent amount transferred. These must match the CSR annexure; CSR-2 is a separate filing.
• Related party transactions entered in AOC-4 match AOC-2 and the notes.
• Auditor’s qualifications are entered individually with the Board’s comments, not summarised as “refer report”.

Attachments (check each one opens and is legible)

• Signed financial statements with notes and the auditor’s report (including CARO, where applicable).
• Board’s report with all annexures (AOC-1, AOC-2, CSR report, MR-3, etc.).
• The new extracts: Board’s report extract, auditor’s report extract (standalone, and consolidated where applicable), filled in the prescribed e-form format with AOC-4.
• Certified copy of the AGM resolution adopting accounts, or a statement of facts if the AGM was not held or accounts were not adopted.
• Approval letter for extension of AGM, if any.

Certification

• Pre-certification by a practising CA, CS or CMA is required for the e-form. The certifying professional should actually check the reconciliations above, not just the arithmetic.
• Annual forms are generally taken on record without manual review. Errors surface later during scrutiny and lead to adjudication notices, not a simple resubmission. Verify before you pay.

Form MGT-7 / MGT-7A: key points

The annual return is a snapshot of the company as on 31 March 2026, built from your statutory registers. If the registers are current, the form takes an hour; if not, it exposes every gap.

Shareholding and capital

• Authorised, issued, subscribed and paid-up capital, class-wise, as per MCA master data. Any allotment, buy-back or reduction in the year should already have its form (PAS-3, SH-11, etc.) on record.
• Shareholding pattern (promoter / public split for MGT-7; category-wise) and the list of shareholders as on year-end. Check folio-wise totals against the paid-up capital before attaching.
• Transfers and transmissions during the year, with dates, matching SH-4s and the register of members.
• Demat status.Private companies other than small companies were required to dematerialise securities of promoters and directors and issue new securities only in demat (Rule 9B, with a compliance date of 30 June 2025 for companies that were not small as on 31 March 2023). Confirm ISIN, the RTA, and PAS-6 filing for unlisted public companies (half-yearly).

Directors, KMP and meetings

• Directors and KMPs as on year-end, and changes during the year, matching DIR-12s filed.
• Number of Board meetings, committee meetings and general meetings with dates and attendance. These must match the Board’s report and the minutes book.
• Remuneration of directors and KMPs (MGT-7 only).

Other sections

• Indebtedness (secured / unsecured / deposits) consistent with the balance sheet.
• Penalties and compounding: list every adjudication order, compounding application and penalty in the year. A blank here, when an order exists on MCA, is a fresh misstatement.
• Number of shareholders, debenture holders and the turnover / net worth fields used for certain thresholds.
• Significant beneficial ownership consistent with BEN-1 declarations received and BEN-2 filed.

Certification

• MGT-8(certificate by a practising CS) is required for a company with paid-up capital of Rs 10 crore or more, or turnover of Rs 50 crore or more (Rule 11(2)). This applies to unlisted public companies too.
• Signing: MGT-7 by a director and the company secretary, or by a practising CS where the company has no CS. MGT-7A (small company / OPC) by the company secretary, or by a director where there is no CS.
• A company with a website must put the annual return on it and give the link in the Board’s report.

Linked filings to check in the same sitting

Annual filing is the right moment to sweep for event-based forms that were missed during the year. Each of these feeds a field in AOC-4 or MGT-7.

Also confirm the statutory registers (members, directors and KMP, charges, loans and investments, related party contracts) are written up to 31 March 2026. They are the evidence behind every number in MGT-7.

Common errors seen in practice

These are the mistakes that most often lead to resubmission, scrutiny queries or adjudication notices.

1. Paid-up capital mismatch between the balance sheet, MGT-7 and MCA master data, usually because a PAS-3 was never filed or was filed with a different amount.

2. Copy-paste Board’s report that still carries last year’s numbers, dates or director names, or that omits the 2025 POSH, maternity and gender-mix disclosures.

3. Dates that do not line up: Board meeting, auditor’s report, Board’s report, AGM notice, AGM and minutes. Reviewers check these first.

4. Wrong form for the class of company: MGT-7A used by a company that is a subsidiary (and so cannot be small), or AOC-4 instead of AOC-4 XBRL.

5. Auditor qualifications without Board comments, or comments that just say “self-explanatory” for a substantive qualification.

6. Related party transactions shown in the notes but missing from AOC-2, or shown without s.188 approval.

7. Loans from directors or shareholders without the required declaration, turning them into deposits.

8. Secured loans with no charge on the MCA index, or loans repaid with the charge still open.

9. Stale DSC or a director with deactivated DIN discovered on the last day.

10. Penalty and compounding section left blank when orders exist on MCA records.

11. Attachments that are scanned crooked, password-protected, or over the size limit, or that are the draft rather than the signed version.

12. Filing MGT-7 before AOC-4 with inconsistent figures. File AOC-4 first, then build MGT-7 from the same data.

What a default costs

Late filing has two separate costs: the additional fee charged by the portal, and penalty by the adjudicating officer. Paying the first does not settle the second.

With CCFS-2026 closed on 15 September 2026, companies that did not regularise old years should expect ROC action rather than another amnesty.

Final pre-submission checklist

• Classification confirmed (small / OPC / unlisted public / XBRL / CFS / MGT-8)
• DSCs valid and applicable DIR-3 KYC compliance checked for all directors
• Share capital, charges and RPTs reconciled with MCA records
• Board’s report includes POSH, Maternity Benefit and gender-wise headcount disclosures
• Meeting dates consistent across minutes, report and forms
• Form figures tied to the signed accounts; attachments are the signed versions

A closing word

Annual filing is often treated as a clerical deadline. It is in fact the one time each year when the company’s accounts, registers, minutes and MCA records are compared side by side, in public. A file prepared in the order above (classify, reconcile, draft, approve, then file) rarely draws a query. If an extension is notified by MCA, use the extra time for reconciliation, not for starting late.

This article reflects the law and MCA position as on 18 October 2026 and is meant for general guidance of members and professionals. It is not legal advice; please refer to the Act, the Rules, the e-form instructions and the latest MCA circulars before filing.