ROC Annual Compliance Calendar FY 2025-26: Dates, Fees, Changes

The ROC calendar for FY 2025-26 has not changed much, but two things around it have: director KYC is now a three-yearly filing, and MCA21 V2 no longer exists.

Last verified: 5 September 2026 · Applies to: FY 2025-26 (ROC filings falling due September to November 2026)

Contents

• The FY 2025-26 due date table
• The ₹100 per day late fee, and what it actually compounds to
• Change one: DIR-3 KYC is now triennial, not annual
• Change two: MCA21 V2 is gone, and V3 has prerequisites
• The amnesty window has closed
• How a clean annual filing season actually sequences
• Frequently asked questions
• How BVACA can help

The FY 2025-26 due date table

Most ROC deadlines are not fixed calendar dates. They hang off the date of the annual general meeting, which means a company that holds its AGM early gives itself an early AOC-4 deadline, and a company that holds it on the last permitted day buys itself the maximum runway. Practitioners plan the AGM date backwards from the filing capacity available, not forwards from convenience.

Two dates deserve a note.

AOC-4 (OPC) is the one people miss. An OPC is not required to hold an AGM, so its financial statement filing is not pegged to one. It runs 180 days from the end of the financial year, which for FY 2025-26 lands on 27 September 2026, before the AGM date that the rest of the corporate world is working towards. An OPC founder reading a generic "30 October" calendar will be a month late.

MSME-1 for the half year ending 30 September 2026 is due 31 October 2026, in the same fortnight as AOC-4. If your company buys from registered micro or small enterprises and has amounts outstanding beyond 45 days from the date of acceptance of goods or services (or beyond 15 days where there is no written agreement) under section 15 of the MSMED Act, MSME-1 captures those outstandings. Plan for it in the same week as the annual accounts.

The 30 September 2026 AGM deadline also collides with the tax audit report deadline of the same date under section 63 of the Income-tax Act, 2025 (the section that replaced section 44AB). Two different statutes, two different filings, one week. This is the structural reason September is the hardest month in an Indian finance calendar, and it is why an audit that starts in September finishes late.

The ₹100 per day late fee, and what it actually compounds to

Late filing of AOC-4 or MGT-7 attracts an additional fee of ₹100 per day, per form, with no cap.

The absence of a cap is the whole point, and it is what separates ROC default from most other Indian compliance penalties. There is no ceiling, no proportionality to company size, and no relief for a dormant company with nil turnover. The meter runs from the day after the due date until the day the form is actually filed.

Illustrative example. A private limited company with an AGM on 30 September 2026 has AOC-4 due around 30 October 2026 and MGT-7 due around 29 November 2026. The company changes auditors, the accounts are not signed, and both forms are filed on 30 April 2027.

• AOC-4: roughly 182 days late, at ₹100 per day, is about ₹18,200
• MGT-7: roughly 152 days late, at ₹100 per day, is about ₹15,200
• Combined additional fee: approximately ₹33,400, on top of the normal filing fees

For a company with no revenue that is a meaningful number, and it is entirely avoidable. Note also that a delay in AOC-4 does not stop the MGT-7 clock, and a delay in both does not stop the next year's clock starting. Two consecutive missed years is where the number stops being an irritation and starts being a balance sheet item, and where director disqualification exposure enters the conversation.

Change one: DIR-3 KYC is now triennial, not annual

This is the change most likely to be sitting unread in your inbox right now, because it removes a filing rather than adding one.

The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, notified as G.S.R. 943(E) and effective 31 March 2026, amended Rule 12A. A DIN holder no longer files KYC every year. The filing is now required once every three consecutive financial years, by 30 June following the third year.

What that means in practice:

Say this plainly: most directors do not owe a director KYC filing in 2026 or 2027. A large number of firms and filing portals still run an automated annual reminder in May and June and bill for a filing that, for the majority of DIN holders, is not due for another two years. If you received an invoice for "annual director KYC" this year, check the date of your last filing before paying it. If it was for FY 2025-26, you are next due in June 2028.

What has not changed:

• Non-filing by the applicable due date still deactivates the DIN
• Reactivation still costs ₹5,000
• A deactivated DIN blocks that director from signing any MCA filing, which in turn blocks the company's annual filings, which in turn starts the ₹100 per day clock

So the risk profile has inverted. When the filing was annual, it was hard to forget. Now that it is triennial, the realistic failure mode is a director who files once, mentally files the obligation away as done, and misses it three years later with nothing in the intervening period to prompt them. Put 30 June 2028 in the company's statutory calendar now, not in the individual director's memory.

If you use our wider India compliance calendar for 2025-26, note that it was written before G.S.R. 943(E) took effect and shows DIR-3 KYC as an annual 30 June item. That entry is superseded. The due dates above are the current position.

Change two: MCA21 V2 is gone, and V3 has prerequisites

MCA21 V2 was decommissioned with a migration deadline of 30 June 2026, and no extension is planned. Everything is now V3-only.

The forms that moved include all of the ones in this article and most of the ones a growing company touches:

• Annual filing: AOC-4, MGT-7, MGT-7A, ADT-1, CSR-2
• Incorporation: SPICe+ and AGILE-PRO-S
• Charges: CHG-1, CHG-4, CHG-9
• Director KYC: DIR-3 KYC and DIR-3 KYC Web
• Capital and allotment: PAS-3 and SH-7

The forms themselves are not the problem. The access prerequisites are, and this is where filings are actually lost. Three things must be done before you can file anything on V3, and none of them can be done on the day of a deadline:

1. Fresh V3 user registration. A V2 login does not carry over. Every person who files, and every professional who certifies, needs a V3 account in the correct category.
2. DSC re-association. Digital signature certificates must be freshly associated with the V3 account. A DSC that worked perfectly on V2 in 2025 will not sign a V3 form until it is re-registered, and a DSC that has since expired needs to be reissued first, which is a vendor timeline you do not control.
3. Business user role mapping. Directors, authorised signatories and professionals must be mapped to the company with the correct role on V3. Until the mapping is approved, the form will not accept the signature.

Each of these can take from a few hours to a few days, and they are sequential. A company that discovers on 29 October that its director's DSC is not associated with V3 does not file AOC-4 on 30 October. It files it in November and pays the additional fee.

The practical instruction is simple: do your V3 access check in the week you approve the accounts, not the week the form is due. If your company has not filed anything on MCA since June 2026, assume the access is broken until you have proved otherwise by logging in and viewing an associated DSC.

The amnesty window has closed

CCFS-2026, notified by General Circular 01/2026, allowed companies to clear pending AOC-4, MGT-7, MGT-7A and ADT-1 filings at 10% of the additional fees, with immunity from prosecution for the delay. It was a genuine escape route for companies carrying several years of default.

That window closed on 15 July 2026 and has not been extended.

If you were carrying a backlog and did not use it, the full ₹100 per day is now payable on those filings, and it is still accruing daily. There is no advantage in waiting for the next scheme. The cost of a filing that is already three years late goes up by ₹100 every day you spend hoping for one.

How a clean annual filing season actually sequences

The order matters, because each step is a precondition for the next.

1. Audit signed. Nothing downstream can start until the auditor signs the financial statements.
2. Board meeting to approve the accounts and the board's report, and to call the AGM.
3. Notice of AGM issued with the statutory notice period, and the accounts circulated.
4. AGM held on or before 30 September 2026. The AGM date is now fixed and every subsequent deadline is derived from it.
5. ADT-1 within 15 days of the AGM where an auditor was appointed or reappointed at it.
6. AOC-4 within 30 days of the AGM, with the signed financials, auditor's report and board's report attached.
7. MGT-7 or MGT-7A within 60 days of the AGM.

The single most common cause of a late AOC-4 in our experience is not the ROC form at all. It is that the audit finished late, which meant the board meeting was late, which meant the AGM was pushed to the last possible day, which compressed the AOC-4 window into a fortnight that also contained the tax audit and MSME-1. The filing was never the bottleneck. The audit was.

If you are running behind on the audit side, the 30 September tax audit deadline sets out where that sits under the new section numbering.

Frequently asked questions

What is the AOC-4 due date for FY 2025-26?

Thirty days from the date of the annual general meeting. For a company holding its AGM on the last permitted date of 30 September 2026, that is approximately 30 October 2026. A One Person Company files AOC-4 (OPC) within 180 days of the financial year end instead, which is 27 September 2026 for FY 2025-26.

Do I need to file DIR-3 KYC in 2026?

Probably not. Under G.S.R. 943(E), effective 31 March 2026, DIR-3 KYC is filed once every three consecutive financial years. If you filed for FY 2025-26, your next filing is due 30 June 2028. If your DIN was allotted during FY 2025-26, it is due 30 June 2029. Check your last filing date before paying any invoice for annual director KYC.

Is there a cap on the ₹100 per day ROC late fee?

No. The additional fee on AOC-4 and MGT-7 is ₹100 per day per form with no upper limit, regardless of company size, turnover or whether the company traded at all. It accrues until the day the form is actually filed.

Can I still file on MCA21 V2?

No. V2 was decommissioned with a migration deadline of 30 June 2026 and no extension is planned. All annual filing, incorporation, charge, KYC and allotment forms are V3-only. You need a fresh V3 registration, a re-associated DSC and approved business-user role mapping before you can file anything.

I have three years of ROC filings pending. What are my options now?

The CCFS-2026 amnesty, which allowed clearance at 10% of additional fees with prosecution immunity, closed on 15 July 2026. The full ₹100 per day now applies to each pending form and continues to accrue. The only sensible course is to file the backlog in chronological order as quickly as the audits can be completed.

Does a dormant or nil-turnover company still have to file AOC-4 and MGT-7?

Yes. The annual filing obligation attaches to the existence of the company, not to its activity, and the ₹100 per day additional fee applies identically to a company with no revenue. Companies that stop trading but do not formally close are the single largest source of large accumulated ROC fees.

How BVACA can help

We run annual ROC compliance for private limited companies, OPCs and LLPs across Panchkula, Chandigarh, Mohali and the wider Tricity, and for clients elsewhere in India who file remotely. That work covers the audit through to the last form: signing timelines, the AGM sequence, AOC-4, MGT-7 or MGT-7A, ADT-1 and the half-yearly MSME-1 return.

Because MCA21 V2 has been retired, we now start every new engagement with a V3 access audit, checking user registration, DSC association and role mapping before a deadline is anywhere near, rather than discovering the problem on the filing date. If you are carrying a backlog from earlier years, we will tell you what the accumulated additional fee is before you commit to anything, so the decision is made with the number in front of you. See our ROC and secretarial compliance support for what an ongoing retainer covers.

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Author box: CA Vijender Singh Bachhal, Managing Partner, Bachhal Vijender & Associates (FRN 028355N), Panchkula. About the firm

Disclaimer: This article is general information current as at 5 September 2026, not advice for a specific situation. Tax and corporate law in India changed materially on 1 April 2026; verify the position before acting. Illustrative examples are not client matters.