ROC Annual Filing for FY 2025-26 — DIR-3 KYC, AGM, AOC-4 and MGT-7

Company compliance in India has a rhythm: one director-level filing every September, then two company-level filings that hang off your AGM date. Miss the first and your DIN switches off. Miss the other two and a meter starts running at ₹100 a day with no ceiling. Here is the whole sequence for FY 2025-26, in the order it actually happens.

Short answer

Short answer: every director holding a DIN allotted on or before 31 March 2026 must file DIR-3 KYC by 30 September 2026 — miss it and the DIN is deactivated until you pay ₹5,000. The company must hold its AGM by 30 September 2026, then file AOC-4 within 30 days of that meeting and MGT-7 (or MGT-7A for OPCs and small companies) within 60 days. Late AOC-4 and MGT-7 filings cost ₹100 per day each, with no upper limit.

DIR-3 KYC — 30 September, and there is no late-fee tier

This one catches people because it is filed by the individual, not the company, and it applies whether or not the DIN was ever used. If you hold a DIN allotted on or before 31 March 2026, you file — even for a dormant company, even if you resigned as director, even if the company never traded.

• First-time filers, or anyone whose email or mobile has changed, file the full DIR-3 KYC eForm — certified by a practising professional, with OTP verification on both email and mobile.
• Everyone else who filed in a previous year and has no change in details uses the simpler DIR-3 KYC-WEB, which is essentially confirming the record and completing OTP.
• Miss 30 September and the DIN is marked deactivated for non-filing of DIR-3 KYC. Every form requiring that director’s signature stops working — including the AOC-4 and MGT-7 you are about to file.
• Reactivation is not a graded late fee: it is a flat ₹5,000, payable with the delayed filing, whether you are one day late or eleven months late.

The AGM sets your other two dates

For a company whose financial year ended 31 March 2026, the annual general meeting must be held by 30 September 2026 — within six months of year end. A newly incorporated company gets longer for its first AGM: nine months from the end of its first financial year.

The AGM date is not a formality, because both remaining deadlines are measured from it rather than from a fixed calendar date. Hold the AGM on 30 September and AOC-4 falls due around 30 October, MGT-7 around 29 November. Hold it on 5 September and both dates move earlier. Whatever you choose, the minutes, the notice period and the audited accounts must genuinely exist before the meeting — backdating an AGM is a far more serious problem than filing late.

AOC-4 — the financial statements

• Carries the audited balance sheet and profit and loss, the directors’ report, and the auditor’s report; due within 30 days of the AGM.
• Companies required to file in XBRL (listed companies, and others crossing the prescribed paid-up capital or turnover thresholds) use AOC-4 XBRL instead — a different preparation exercise, so confirm which applies well before the AGM.
• The auditor’s report must be signed and the accounts adopted at the AGM before this form can be filed. Audit delays are the usual reason AOC-4 slips.
• If your statutory auditor was appointed or reappointed at the AGM, ADT-1 follows within 15 days — a small form that is very commonly forgotten.

MGT-7 or MGT-7A — the annual return

• Due within 60 days of the AGM. It reports shareholding, changes in directors and key managerial personnel, meetings held, and other governance particulars for the year.
• One Person Companies and small companies file the abridged MGT-7A instead of the full MGT-7.
• Larger companies also need certification by a practising Company Secretary in Form MGT-8, depending on paid-up capital and turnover thresholds.
• The share register and the register of directors must actually be maintained for this form to be accurate — reconstructing them at filing time is where errors and later notices originate.

What late filing actually costs

The ₹100-per-day figure is the one that surprises founders, because it has no ceiling and it applies per form. A dormant company that ignores both filings for a year is looking at roughly ₹73,000 in late fees alone — on a company with no revenue. This is the single most common reason we see clients wanting to close an unused entity rather than keep it alive.

Your September-to-November checklist

1. Now: confirm every director’s DIN status on the MCA portal, and file DIR-3 KYC or KYC-WEB before 30 September. Do this first — it unblocks everything else.
2. Now: finalise the audited accounts and get the auditor’s report signed, so the AGM has something to adopt.
3. By 30 September: issue proper notice, hold the AGM, adopt the accounts, and record the minutes.
4. Within 15 days of the AGM: file ADT-1 if the auditor was appointed or reappointed there.
5. Within 30 days of the AGM: file AOC-4 (or AOC-4 XBRL).
6. Within 60 days of the AGM: file MGT-7 or MGT-7A, with MGT-8 certification if your thresholds require it.
7. Keep the challans and filed forms with the statutory registers — banks, investors and buyers ask for them during diligence, usually at the worst possible moment.