What changed
The Ministry of Corporate Affairs issued the circular after requests from stakeholders to extend the dates for annual filings under the Companies Act, 2013 for financial year 2025-26. It relaxes the additional (late) fee only. The normal filing fee is still payable. The forms covered are AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS) for financial statements, and MGT-7 and MGT-7A for annual returns.
Without the relaxation, financial statements are due within 30 days of the AGM (Section 137) and the annual return within 60 days of the AGM (Section 92(4)). For a company that held its AGM on 30 September 2026, that means 30 October 2026 for AOC-4 and 29 November 2026 for MGT-7. Late filing of these forms ordinarily carries an additional fee of ₹100 a day under the Companies (Registration Offices and Fees) Rules, 2014.
The circular does not extend the time for holding the AGM under Section 96, and a company that has missed a statutory time limit remains liable under the Act. A form filed after the relaxed date loses the benefit: it attracts additional fees counted from the date the filing was originally due under the Act, not from 31 December 2026 or 31 January 2027.
Who is affected
Companies filing financial statements (AOC-4 forms) and annual returns (MGT-7 or MGT-7A) for financial year 2025-26.
Effective dates
| Item | Date or period |
|---|---|
| Circular issued | 24 October 2026 |
| AOC-4 forms for FY 2025-26 without additional fee | Up to 31 December 2026 |
| MGT-7 and MGT-7A for FY 2025-26 without additional fee | Up to 31 January 2027 |
| AGM for FY 2025-26 (Section 96) | Not extended (generally by 30 September 2026) |
What to do now
- Confirm that the AGM was held, or an extension obtained from the Registrar, within the Section 96 time limit. The circular does not cover a late AGM.
- Plan the AOC-4 filing before 31 December 2026 and the MGT-7 or MGT-7A filing before 31 January 2027.
- Keep the adopted financial statements, auditor’s report and board’s report ready, as the AOC-4 attachments must match what the members adopted.
- If a filing is likely to go past the relaxed date, work out the additional fee from the original due date.
Penalty or consequence if missed
Apart from the additional fee of ₹100 a day, a company that does not file its financial statements is liable under Section 137(3) to a penalty of ₹10,000 plus ₹100 a day while the default continues, up to ₹2 lakh, and each officer in default to ₹10,000 plus ₹100 a day, up to ₹50,000. Section 92(5) sets the same scale for the annual return. A small company or one person company pays half, within the caps in Section 446B.
Official source
MCA General Circular No. 05/2026 dated 24 October 2026 (File No. Policy-17/111/2022-CL-V-MCA).
Effective: 24 Oct 2026 · Note published · Last reviewed
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This note summarises a public notification for general information. It is not professional advice and does not cover every condition or exception, and the rule can change again by a later notification. Read the notification itself before acting on it, or consult a qualified professional on your own facts.