MCA Annual Filing Extension for FY 2025-26: New Dates for AOC-4 and MGT-7
The Ministry of Corporate Affairs has moved the dates for this year's annual filings. The MCA annual filing extension gives companies until the end of December for the financial statements and the end of January for the annual return. It relaxes the additional fee and it relaxes nothing else.
What Was Issued
General Circular No. 05/2026 was issued on October 24, 2026, under File No. Policy-17/111/2022-CL-V-MCA. The stated reason is representations from stakeholders asking for later dates for the annual statutory filings for the financial year 2025-26.
The instrument is a circular relaxing fees, not an amendment to the Act or to the Rules. Everything else in it follows from that, because a circular of this kind can forgive a fee prescribed under rules and cannot forgive a liability imposed by the statute.
The New Dates
Financial statements may be filed up to December 31, 2026. The forms named are AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS).
The annual return may be filed up to January 31, 2027, in Form MGT-7 or Form MGT-7A as the case may be. Both are fixed calendar dates. They do not move with the date on which a particular company held its annual general meeting, which is a departure from the way the statutory periods work.
What the Relaxation Actually Covers
What is relaxed is the additional fee payable under the Companies (Registration Offices and Fees) Rules, 2014. The normal filing fee is unaffected, and so is everything outside the five financial statement forms and the two annual return forms.
Forms outside the circular therefore continue to run on their own timelines, and a company that treats it as a general amnesty for the filing season will find the relief confined to the forms it names.
The Statutory Periods Are Where They Were
Section 137(1) of the Companies Act, 2013 requires the financial statements, as adopted at the annual general meeting, to be filed within thirty days of that meeting. Section 92(4) requires the annual return to be filed within sixty days of the meeting, and where no meeting was held, within sixty days of the date on which it should have been held, together with a statement of the reasons for not holding it.
Neither period is extended. What the circular does is remove the additional fee that would otherwise attach to a filing made after the period has run, provided the filing is made inside the relaxed window.
The Annual General Meeting Is Not Extended
The circular says in terms that it shall not be construed as conferring any extension of statutory time for holding of annual general meetings. That sentence is doing real work and it is the sentence most likely to be skimmed.
Section 96 requires a company other than a one person company to hold an annual general meeting every year, with not more than fifteen months between one meeting and the next, and within six months of the close of the financial year. The first such meeting is to be held within nine months of the close of the first financial year. For a special reason the Registrar may extend the time for a meeting other than the first by up to three months, and the first meeting is outside that power.
A company that did not hold its meeting in time and did not obtain that extension is in default of section 96, and section 99 supplies the consequence: a fine of up to one lakh rupees on the company and every officer in default, and a further fine of up to five thousand rupees for each day of continuing default. Filing the forms inside the relaxed window does not cure that default, because the default is in the holding of the meeting and not in the filing.
The Point in Paragraph 4
The circular provides that a filing made after the relaxed date attracts all applicable fees, including the additional fee, calculated from the date when the filing was actually due under the Act. The clock is not reset to December 31 or January 31.
So the relaxation is a window and not a new due date. A company that misses the window by a week pays the additional fee for the whole period from its own statutory due date, not for the week. That asymmetry is worth planning around, because it means the cost of slipping past the window is far larger than the length of the slip suggests.
Why the Penalty Provisions Are Untouched
Section 403 governs fees. Its first proviso permits a document required to be filed under section 92 or section 137 to be filed after the relevant period on payment of an additional fee of not less than one hundred rupees for each day of delay, which may be prescribed differently for different classes of company. Sub-section (2) then provides that where a company and its officers in default fail to file within the period, they are liable to the penalty or punishment provided under the Act, without prejudice to the liability for the fee.
The additional fee and the penalty are two different things, and the circular speaks to the first. Section 92(5) makes the company and every officer in default liable to a penalty of ten thousand rupees, with a further hundred rupees for each day the failure continues, subject to a maximum of two lakh rupees for the company and fifty thousand rupees for an officer in default. Section 137(3) carries the same figures for the financial statements, with the officer liability falling on the managing director and the chief financial officer, failing them a director charged by the Board with compliance, and failing that all the directors.
What the Relaxation Is Worth in Practice
For a company that has held its meeting on time and is simply running late on the paperwork, the circular is straightforwardly useful: it buys time and removes a cost. The work is to file inside the window and to keep evidence of the date of filing.
For a company that has not held its meeting on time, the circular solves the smaller of two problems. The fee is forgiven and the meeting default is not, so the meeting comes first and the extended date is breathing room rather than an answer.
Key Takeaways
The instrument is a circular of October 24, 2026: General Circular No. 05/2026.
Financial statements run to December 31, 2026: AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS).
The annual return runs to January 31, 2027: Form MGT-7 and Form MGT-7A.
Only the additional fee is relaxed: Not the normal fee, and not any statutory period. The filing periods remain thirty days from the meeting for the financial statements and sixty days for the annual return.
The meeting timeline is expressly not extended: The circular says it shall not be construed as conferring any extension of statutory time for holding of annual general meetings.
Missing the window is expensive: A filing made after the relaxed date attracts the additional fee from the date the filing was actually due under the Act, not from the relaxed date.
The penalty provisions are a separate exposure: Relief from a fee prescribed under rules is not relief from a penalty imposed by the Act.
Key Statutory Provisions
Section 92 of the Companies Act, 2013: Annual return. Sub-section (4) requires filing within sixty days of the annual general meeting, or of the date it should have been held, with reasons. Sub-section (5) carries a penalty of ten thousand rupees on the company and every officer in default, a further hundred rupees a day, and maxima of two lakh rupees and fifty thousand rupees respectively.
Section 137 of the Act: Copy of financial statement to be filed with Registrar. Sub-section (1) requires filing within thirty days of the meeting of the statements as adopted at it. Sub-section (3) carries the same figures, the liable officers being the managing director and the chief financial officer, failing them a director charged by the Board with compliance, and failing that all the directors.
Section 403 of the Act: Fee for filing. The first proviso permits a document under section 92 or section 137 to be filed late on payment of an additional fee of not less than one hundred rupees a day. Sub-section (2) preserves the penalty or punishment under the Act.
Section 96 of the Act: Annual general meeting. Not more than fifteen months between meetings, within six months of the close of the financial year, and nine months for the first meeting. The Registrar may for a special reason extend the time for a later meeting by up to three months.
Section 99 of the Act: Punishment for default in complying with sections 96 to 98. A fine of up to one lakh rupees, and a further fine of up to five thousand rupees for each day of continuing default.
Sources and References
Report of General Circular No. 05/2026, with the forms and the dates
Companies Act, 2013, sections 92, 96, 99, 137 and 403, and the Companies (Registration Offices and Fees) Rules, 2014
Disclaimer: This article is for informational purposes only and does not constitute legal advice. Readers should consult a qualified legal professional for advice specific to their circumstances.
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