AOC-4 and MGT-7 for FY 2025-26: additional fee waived till 31 Dec 2026 and 31 Jan 2027

Every company registered in India must file its audited financial statements in Form AOC-4 and its annual return in Form MGT-7 (or MGT-7A for One Person Companies and small companies) with the Registrar of Companies each year. For a company that held its AGM on 30 September 2026, the normal last dates were 30 October 2026 for AOC-4 and 29 November 2026 for MGT-7.

On 24 October 2026 the Ministry of Corporate Affairs issued General Circular No. 05/2026, allowing these forms for FY 2025-26 to be filed without additional fee up to later dates. If your company has not yet filed, this is the time to finish – but the relief has limits that are easy to miss.

The relief at a glance

What the circular does not do

• It does not extend the AGM date. The circular is a relaxation of additional fees, not an extension of time to hold the AGM. A company that did not hold its AGM by 30 September 2026 (and had no ROC extension) still has that default to deal with.
• It does not cover other forms. ADT-1 (auditor appointment), DIR-3 KYC, DPT-3, DIR-12, MGT-14 and LLP Forms 8 and 11 are outside the relief.
• It does not cover earlier years. Pending filings for FY 2024-25 or before attract additional fee as usual.
• No refunds. Companies that already filed late and paid additional fee before the circular do not get it back.
• After the window, full fee from the original date. If you miss 31 December 2026 (AOC-4) or 31 January 2027 (MGT-7), the additional fee is counted from the original due date, not from the end of the window.
• Penalty provisions remain. The circular deals with filing fees. It does not say that penalties under the Companies Act for other defaults are waived, so treat the window as a chance to become compliant, not as a general amnesty.

Worked example: filing inside vs outside the window

ABC Private Limited (March year end) held its AGM on 30 September 2026.

• Original due date for AOC-4: 30 September + 30 days = 30 October 2026.
• Original due date for MGT-7: 30 September + 60 days = 29 November 2026.
• Files AOC-4 on 20 December 2026 and MGT-7 on 25 January 2027: both inside the window – only the normal filing fee is payable.
• Files AOC-4 on 15 January 2027 instead: the window for AOC-4 closed on 31 December 2026, so additional fee is counted from 30 October 2026 – 77 days × ₹100 = about ₹7,700, plus the normal fee.
• Files MGT-7 on 10 February 2027 instead: 73 days after 29 November 2026 × ₹100 = about ₹7,300, plus the normal fee.

The MCA V3 portal computes the exact additional fee at the time of filing. The figures above show the order of magnitude – missing the window by a few weeks can cost several thousand rupees per form.

Checklist to file before the window closes

• Audited financial statements signed by the board and auditor, with the board's report and annexures, and the AGM date confirmed.
• Auditor appointment – make sure ADT-1 for the current auditor is on record; AOC-4 picks up auditor details from MCA records.
• Shareholding and director data for MGT-7/7A: list of shareholders, transfers during the year, board and general meeting dates and attendance, and director remuneration.
• MGT-7 vs MGT-7A: One Person Companies and small companies file the simpler MGT-7A; others file MGT-7. Larger companies also need a certificate from a practising company secretary (Form MGT-8).
• Digital signatures of the director and the certifying professional must be valid and registered on the MCA portal – renew expired DSCs now, not in the last week.
• XBRL filers (listed companies and the specified larger companies) should start the tagging early, as XBRL validation takes time.
• Match with tax filings: figures in AOC-4 should agree with the tax audit report and the income-tax return for FY 2025-26, and turnover should reconcile with GST returns and your GSTR-9/9C for FY 2025-26.

Order of filing

AOC-4 is filed first because MGT-7 refers to the financial statements already on record. A sensible plan is: complete AOC-4 by mid-December 2026, then MGT-7 or MGT-7A in early January 2027. This leaves a buffer for portal slowdowns, which are common in the last week before any MCA deadline.

If your company has missed the AGM itself, or has older years pending, the position needs individual review before filing – the fee relief alone will not resolve those defaults.

How we help

CA Dilbagh Singh assists private limited companies, OPCs and LLPs in Delhi with annual ROC filings – financial statements, AOC-4, MGT-7/7A, auditor forms and director KYC. See our company and LLP compliance services, statutory and tax audit and accounting services.

General information as on 8 November 2026, based on MCA General Circular No. 05/2026 dated 24 October 2026 as reported, and sections 92, 96 and 137 of the Companies Act, 2013. Facts of each case differ; check the circular and take professional advice before you act.

Frequently asked questions