MCA & ROC Compliance

OPC Annual Compliance Calendar FY 2025-26: Every Deadline

Verified 31 July 2026. Plain-language guide — what to file, by when, and what a miss costs.

A One Person Company is exempt from holding an AGM under section 122(3), but it still owes the same two core annual filings as any other company: Form AOC-4 (financial statements) within 180 days of financial-year end, and Form MGT-7A (annual return) within 60 days of the "deemed AGM" date of 30 September. For FY 2025-26 that puts AOC-4 due by 27 September 2026 and MGT-7A by 29 November 2026 (section 9 of the General Clauses Act excludes the anchor day when counting “from” a date; the V3 portal computes your exact deadline).

The recurring trap is stale advice: dozens of compliance calendars still list a mandatory OPC-to-Pvt-Ltd conversion once turnover crosses ₹2 crore or paid-up capital crosses ₹50 lakh. That rule was abolished on 1 April 2021 — conversion is now entirely voluntary, filed on Form INC-6 whenever the sole member chooses. CapEasy runs the full OPC compliance calendar — AOC-4, MGT-7A, ADT-1 and the rest — so nothing slips past its due date.

Since 31 March 2026: director KYC moved from an annual filing to a once-every-three-years cycle (see DIR-3 KYC). A director current through FY 2025-26 has no routine DIR-3 KYC due in 2026 or 2027 — the next filing falls by 30 June 2028, unless a mobile number, email or address changes in between.

What an OPC files every year

  • Form AOC-4 — financial statements, Board’s report and auditor’s report, within 180 days of financial-year end. No AGM is needed to trigger it; the 180-day clock runs straight from year-end.
  • Form MGT-7A — the OPC-specific annual return (never MGT-7, regardless of size), within 60 days of the deemed AGM date of 30 September.
  • Form ADT-1 for the first auditor — mandatory since 14 July 2025 whether the Board or the sole member made the appointment, within 15 days of appointment.
  • Form DIR-3 KYC — now triennial rather than annual; check the director’s personal cycle year on the MCA V3 portal rather than assuming it is due.
  • Form DPT-3 by 30 June, if the OPC carries deposits or exempted-deposit receipts (director loans, advances) outstanding on 31 March.
  • ITR-6 by 31 October, alongside the tax-audit report where applicable by 30 September.

FY 2025-26 deadline calendar

FilingTriggerDue date
AOC-4180 days from 31 March 2026 year-end27 September 2026
MGT-7A60 days from the 30 September deemed AGM date29 November 2026
DPT-3Deposits/exempted loans outstanding on 31 March 202630 June 2026
MSME-1MSME dues unpaid beyond 45 days, April–September half31 October 2026
ITR-6Annual return of income31 October 2026

ADT-1 and DIR-3 KYC are event-based, not calendar-fixed — see the sections below.

Board meetings and the nominee — the parts that change with headcount

  • A sole-director OPC holds no board meetings at all: resolutions are simply entered and signed in the minutes book, and that date is deemed the meeting date (section 122(3) proviso).
  • An OPC with more than one director still needs two board meetings a year, at least 90 days apart, under section 173(5) — the AGM exemption does not extend to the board.
  • Every OPC must have a nominee named at incorporation. Withdrawing or replacing a nominee is filed on Form INC-4 within 30 days of the notice; the new nominee’s consent goes on Form INC-3.
  • A NIL DPT-3 is common practice when nothing is outstanding on 31 March, but it is a precaution rather than a documented legal requirement — confirm the current position on the MCA portal if in doubt.

Penalty for missing a deadline

AOC-4 and MGT-7A defaults (sections 137(3) and 92(5)) run on the same uncapped ₹100-per-day additional fee as any other company, on top of the normal fee. Where a penalty is actually adjudicated, section 446B gives OPCs a specific concession: liability is capped at one-half of the penalty otherwise specified, subject to an overall ceiling of ₹2,00,000 for the company and ₹1,00,000 for an officer in default. A deactivated DIN from a missed DIR-3 KYC reactivates on payment of the flat ₹5,000 fee — there is no deadline for fixing that, only the inconvenience of a DIN that cannot be used on any filing until then.

DelayAdditional fee
Up to 30 days2x the normal fee
31 – 60 days4x
61 – 90 days6x
91 – 180 days10x
Beyond 180 days12x (no upper band — it stays 12x indefinitely)

This is the general slab that applies to ADT-1 and most event-based forms; AOC-4 and MGT-7A instead run the uncapped ₹100/day regime.

How to file AOC-4 and MGT-7A on MCA V3

  • Close the books to 31 March, get the financial statements audited, and finalise the Board’s report.
  • Log in to MCA V3 as a Business User with the sole director’s DSC associated.
  • Open the AOC-4 web-form, enter the CIN, and attach the financial statements, auditor’s report and CSR-2 details if CSR thresholds are met.
  • Generate the SRN, download the system PDF, affix the DSC offline, and re-upload the signed PDF within 15 days.
  • Pay the fee against the SRN and repeat the same web-form flow for MGT-7A after the 30 September deemed AGM date.
  • Save both SRNs and challans; the portal status should read "Approved" or "Filed" once processed.

How this date is calculated (and why other sites say a day earlier)

The Companies Act sets this deadline as a number of days measured from an event — the AGM, the incorporation date, the board meeting. How those days are counted is not left to convention: section 9 of the General Clauses Act, 1897 governs it for every Central Act. Where a period runs from a day, that first day is excluded. Where it runs to a day, the last day is included.

So for a company holding its AGM on the statutory last date of 30 September 2026, the thirty days begin on 1 October, not on 30 September. Day 30 falls on 30 October 2026.

Many commercial compliance sites publish 29 October for the same fact. That comes from counting the AGM day itself as day one — inclusive counting, which section 9 rules out. It is a single day, and a single day is the difference between an on-time filing and ₹100 per day running from the first.

If your AGM is held earlier than 30 September, the deadline moves with it — thirty days from the day after your actual AGM. Our ROC due-date calculator does the arithmetic from your AGM date.

Primary sources

The dates and fees on this page are read off the statute and the MCA’s own published forms, not copied from other guides. You can check every one of them:

Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of 31 July 2026. Your exact position depends on your entity and any notifications or circulars issued since — we confirm it for you, and always recommend checking the official MCA portal. CapEasy is a private consultancy and is not affiliated with any government authority. This page is a guide, not legal advice.

Frequently asked

OPC Annual Compliance, answered plainly.

No — section 122(3) exempts OPCs from holding an AGM entirely. A "deemed AGM" date of 30 September is used only to compute the MGT-7A deadline.

27 September 2026 — 180 days from the 31 March 2026 financial-year end.

29 November 2026 — 60 days from the 30 September deemed AGM date. Counting “from” a date excludes that date (section 9, General Clauses Act), so the count starts 1 October. The V3 portal computes your exact date.

Only if it has more than one director. A sole-director OPC is fully exempt under section 173(5); resolutions are recorded directly in the minutes book.

Yes, since 14 July 2025 — for every company including OPCs, regardless of whether the Board or the members made the appointment.

No. Mandatory conversion was abolished from 1 April 2021. Conversion to a private or public company is now voluntary, filed on Form INC-6 whenever the member chooses.

No — it runs on a three-year cycle from 31 March 2026. A director who filed in 2025 has nothing routine due until 30 June 2028, unless their mobile, email or address changes.

The withdrawal or replacement is filed on Form INC-4 within 30 days of the notice, and the new nominee’s consent is filed on Form INC-3.

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