A private limited company’s mandatory annual compliance for FY 2025-26 runs across three layers: Companies Act filings with the Registrar (board meetings, the AGM, AOC-4, MGT-7 or MGT-7A, ADT-1), MCA director and deposit filings (DIR-3 KYC, DPT-3, MSME-1), and the separate income-tax/GST/TDS/payroll calendar that keeps running regardless of company size. None of these are optional because the company had a quiet year — a private limited company with zero revenue still owes the ROC filings, still owes DIR-3 KYC, and still risks director disqualification for skipping them.
This checklist for private limited company compliance also flags what changed going into FY 2025-26: the small-company thresholds moved twice in three years and now sit at paid-up capital up to ₹10 crore and turnover up to ₹100 crore (effective 1 December 2025), and DIR-3 KYC is shifting from an annual filing to a triennial one from 31 March 2026. A page still quoting ₹4 crore/₹40 crore, or an annual 30 September KYC deadline, is describing an earlier rule.
Effective 1 December 2025 / 31 March 2026: MCA raised the small-company thresholds again — paid-up capital up to ₹10 crore and turnover up to ₹100 crore — under the Companies (Specification of Definition Details) Amendment Rules, 2025. Separately, DIR-3 KYC moves from an annual (30 September) filing to a triennial cycle (once every third financial year, by 30 June) effective 31 March 2026, under the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025. Directors who filed KYC in FY 2024-25 need not file again until 30 June 2028. Both changes reverse figures that most existing guides on the internet still carry.
Board meetings and the AGM
Every company must hold at least 4 board meetings a year, with no more than 120 days between two consecutive meetings, under section 173(1) of the Companies Act, 2013. A One Person Company, small company, or dormant company is deemed compliant if it holds at least one meeting in each half of the calendar year with a gap of not less than 90 days between them (section 173(5)) — except an OPC with only a single director on its board, to which this relaxation does not apply at all.
The Annual General Meeting must be held within 6 months of the financial year’s close, and the gap between two AGMs cannot exceed 15 months (section 96(1)). The first AGM gets 9 months from the close of the first financial year, and no separate AGM is needed in the incorporation year if the first AGM falls within that window.
The three annual ROC filings: AOC-4, MGT-7/MGT-7A, ADT-1
| Form | What it is | Deadline | Who files the lighter version |
|---|---|---|---|
| AOC-4 | Financial statements — balance sheet, P&L, cash flow statement, board’s report, auditor’s report | Within 30 days of the AGM (section 137) | — |
| MGT-7 / MGT-7A | Annual return | Within 60 days of the AGM (section 92) | MGT-7A (abridged) for an OPC or a small company since 5 March 2021; a company exceeding either small-company threshold must revert to full MGT-7 |
| ADT-1 | Intimation of auditor appointment | Within 15 days of appointment (section 139(1) read with Rule 4) | Same form for first and subsequent auditors |
MGT-8 certification by a practising Company Secretary applies to any listed company, or one with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more — this threshold pair is sourced to a single reference and worth reconfirming before you rely on it for a borderline case.
ADT-1 for the first auditor is now mandatory too
For companies incorporated on or after 14 July 2025, filing ADT-1 for the very first auditor — appointed at incorporation, before the first AGM — is explicitly mandatory under the Companies (Audit and Auditors) Amendment Rules, 2025, not merely a formality reserved for later reappointments. Failing to appoint an auditor or file ADT-1 exposes the company to a fine of ₹25,000 to ₹5,00,000, with every officer in default separately liable for ₹10,000 to ₹1,00,000.
DIR-3 KYC, DPT-3 and MSME-1
- DIR-3 KYC / KYC-WEB: until 30 March 2026, every DIN holder as on 31 March had to file annually by 30 September of the following financial year. Effective 31 March 2026, this becomes triennial — once every third financial year, by 30 June — under the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025; a director who filed for FY 2024-25 need not file again until 30 June 2028. Miss the deadline and the DIN is automatically deactivated — reactivation needs the form plus a non-refundable ₹5,000 penalty per DIN.
- DPT-3: filed by 30 June every year, reporting the position as on 31 March, under Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014. It applies to every company except a government company, and its scope reaches well beyond public deposits — director loans, inter-corporate loans and other exempted receipts are reportable even where the company insists it “doesn’t take deposits.”
- MSME-1: a half-yearly return, due 30 April (for October–March) and 31 October (for April–September), filed by a specified company with amounts overdue more than 45 days to micro or small suppliers, under section 405 read with the 2019 Specified Companies Order.
The small-company definition, CSR and internal audit thresholds
A small company under section 2(85) currently means paid-up share capital not exceeding ₹10 crore and turnover not exceeding ₹100 crore, effective 1 December 2025 (Companies (Specification of Definition Details) Amendment Rules, 2025) — both figures tested together. This is the second increase in three years: the threshold moved from ₹2 crore/₹20 crore to ₹4 crore/₹40 crore on 15 September 2022 before this latest jump. Any page still citing ₹4 crore/₹40 crore is describing the superseded rule.
CSR under section 135(1) applies — private companies included — to any company meeting even one of: net worth ₹500 crore or more, turnover ₹1,000 crore or more, or net profit ₹5 crore or more in the immediately preceding year, requiring at least 2% of average net profit over the preceding 3 years spent on Schedule VII activities. A Companies (Amendment) Bill, 2025 proposes lowering these to ₹100 crore/₹500 crore/₹3 crore, which would sweep in far more mid-sized private companies — it is still a Bill, not notified law, so do not treat the lower figures as current.
Section 138 internal audit applies to a private company where preceding-year turnover was ₹200 crore or more, or outstanding loans/borrowings from banks or public financial institutions exceeded ₹100 crore at any point in that year, under Rule 13 of the Companies (Accounts) Rules, 2014.
The non-MCA layer: income tax, TDS, PF/ESI
| Filing | Applicability | Due date |
|---|---|---|
| Tax audit (section 44AB) | Turnover over ₹1 crore (over ₹10 crore if cash receipts and payments are each within 5% of the total); professionals over ₹50 lakh gross receipts | 30 September 2026 for AY 2026-27 (statutory default — verify against any CBDT extension circular closer to the filing season) |
| ITR-6 (companies) | Audited cases | 31 October 2026; 30 November 2026 if transfer-pricing provisions under section 92E apply |
| TDS returns (24Q/26Q) | Quarterly, non-government deductors | 31 Jul / 31 Oct / 31 Jan / 31 May |
| PF (ECR) | Monthly | 15th of the following month |
| ESI contribution | Monthly payment; half-yearly return | 15th of the following month for payment |
The 30 September / 31 October AY 2026-27 dates are the statutory defaults under section 139(1) of the Income Tax Act, 1961. CBDT has extended company ITR/tax-audit deadlines in several recent years via a late press release — re-check incometax.gov.in nearer the filing season before treating these as final.
What non-filing actually costs
AOC-4, AOC-4 XBRL, AOC-4 CFS and MGT-7 all carry a flat additional fee of ₹100 per day of delay, uncapped, for due dates on or after 1 July 2018 — there is no grace period and no cap that softens a long delay.
Missing AOC-4 or MGT-7 for any continuous period of 3 financial years triggers director disqualification under section 164(2)(a) read with section 167(1)(a): the director is barred from re-appointment in that company, or appointment in any other, for 5 years, and automatically vacates office in every company where they currently serve. The trigger is 3 years of default; the disqualification period itself is 5 years — these are two different numbers and easy to conflate.
Beyond that, section 248(1) lets the Registrar strike a company’s name off the register — after a Form STK-1 show-cause notice — if it never commences business within 1 year of incorporation, or does not carry on business for 2 consecutive financial years without applying for dormant status.
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:
- Companies (Specification of Definition Details) Amendment Rules, 2025 — G.S.R. 880(E), dated 1 December 2025 (small-company thresholds raised to ₹10 crore / ₹100 crore)
- MCA — DIR-3-KYC-WEB substitution notification, G.S.R. 943(E) dated 31 December 2025, effective 31 March 2026
- Ministry of Corporate Affairs — DIR-3-KYC-WEB portal page
- Income Tax Department — Income Tax Returns help page
- Companies Act, 2013 — sections 92, 96, 137, 139, 164, 167, 173, 248
- Companies (Registration Offices and Fees) Second Amendment Rules, 2018 — ₹100/day additional fee
Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of September 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.