MGT-7 & MGT-7A Annual Return (FY 2025-26): Due Date, ₹100/Day Penalty & the New Small Company Rule Directors Can’t Ignore

By CS Sapna Malpani, Practising Company Secretary, Bangalore · Last updated 6 July 2026

A Mumbai private company recently paid a Registrar penalty of more than ₹1.5 lakh across the company and its directors for filing its MGT-7 annual return late, and the appeal against that order was rejected. The return itself takes a few hours to prepare. The penalty came only because nobody counted 60 days from the AGM. For FY 2025-26 the MGT-7 deadline lands on 29 November 2026 for most companies, and two rules changed this year that decide which form you file and how much a Company Secretary has to certify. Miss either and the cost is real money out of the directors’ own pockets.

What the MGT-7 annual return is, and why it trips up good companies

The annual return is the yearly snapshot of who owns and runs a company. Section 92 of the Companies Act, 2013 requires every company to file it with the Registrar of Companies each year, and the form used for that is MGT-7 (or MGT-7A for the smallest companies). It captures the registered office, principal business activities, shareholding pattern, changes in shareholding, details of directors and key managerial personnel, meetings held, and the penalties or compounding that took place during the year.

Here is where good companies slip. They treat the financial statement filing in AOC-4 as “the annual filing” and forget that the annual return in MGT-7 is a second, separate obligation with its own deadline and its own penalty section. AOC-4 answers to Section 137. MGT-7 answers to Section 92. One does not cover the other. A company can file its balance sheet on time and still rack up a ₹100-a-day charge on the annual return because the two clocks run separately. This is one of the most common ROC lapses that CS Sapna Malpani sees when new clients hand over their master data for review. If you want the companion filing, read the detailed AOC-4 financial statement guide alongside this one.

The penalty structure: two charges, not one

Founders often ask a single question, “what is the fine?”, expecting a single number. There are two, and they stack.

The additional fee is charged on the form itself when you finally file, and it keeps running with no ceiling. A company that is a year late on a return pays ₹36,500 in fee alone. The Section 92(5) penalty is different: the Registrar issues an adjudication notice and passes an order. Read the two together and a single late annual return can cost a small company well over ₹1 lakh once the officer penalties are added in. The daily fee never stops on its own, so the arithmetic only gets worse the longer the form sits unfiled.

Two rules changed this year, and both decide your filing

FY 2025-26 is the first full annual-return cycle affected by two shifts that change who files what.

1. The small company threshold jumped. The Companies (Specification of Definition Details) Amendment Rules, 2025, effective 1 December 2025, raised the small company limits to paid-up capital of ₹10 crore and turnover of ₹100 crore, up from ₹4 crore and ₹40 crore. Both conditions have to be met, and the test uses the figures as at the end of the previous financial year, so for FY 2025-26 your 31 March 2025 numbers decide it. A company that was “regular” last year may now qualify as a small company and file the shorter MGT-7A instead of MGT-7. Holding companies, subsidiaries, Section 8 companies and companies governed by a special Act are excluded whatever their size. This is a genuine cost saving for many private companies, because MGT-7A is shorter and needs no MGT-8 certificate.

2. MGT-9 is gone, and the V3 web form is now the only route. The old extract of the annual return, Form MGT-9, was removed from the Companies Act entirely by the MCA notification dated 5 March 2021. In its place, Section 92(3) requires a company to put its annual return on its website, if it has one, and disclose that web-link in the Board’s report. A company without a website has no MGT-9 obligation at all. Separately, MGT-7 has been available only on the MCA V3 portal since 14 July 2025, so every FY 2025-26 annual return is filed as a V3 web form. That form now asks for a photograph of the registered office showing the building and name board, along with its latitude and longitude on the last day of the year and on the filing date.

What you must do now: a step-by-step for FY 2025-26

The annual return is a data exercise before it is a filing exercise. Work through these steps in order and the form takes an afternoon, not a fortnight.

Step 1: Decide your form. Pull your 31 March 2025 audited paid-up capital and turnover. Paid-up capital up to ₹10 crore and turnover up to ₹100 crore, and you are a small company filing MGT-7A, unless you are a holding company, subsidiary, Section 8 company or a public company, in which case you file MGT-7 regardless. One Person Companies always file MGT-7A.

Step 2: Fix and record the AGM date. Hold the AGM on or before 30 September 2026. The 60-day filing clock runs from the actual date you hold it, not from 30 September. If you hold the meeting on 20 August, your annual return is due 19 October, not 29 November. Record the AGM date in the minutes cleanly, because the whole deadline depends on it. Our AGM compliance guide under Section 96 covers notice, quorum and timelines.

Step 3: Assemble the data set. You will need the shareholding pattern as at 31 March 2026, every share transfer and transmission during the year, changes in directors and KMP with dates, board and general meetings held with attendance, and details of any penalties, compounding or appeals. On V3 the list of shareholders and debenture holders is uploaded as an Excel template with promoter, non-promoter, FII and gender classification.

Step 4: Arrange MGT-8 certification if it applies. If the company is listed, or has paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more, a Practising Company Secretary must certify the annual return in Form MGT-8. Line this up before the deadline week, because the PCS needs time to verify registers and filings. If you file MGT-7A and stay below these limits, you skip MGT-8.

Step 5: File on MCA V3 and save the challan. Complete the MGT-7 or MGT-7A web form, attach the registered office photograph with coordinates, the shareholder Excel, and the MGT-8 where required. File within 60 days of the AGM. Download the challan and the filed form, and put the web-link of the annual return in the Board’s report. To estimate what a delay would cost before you file, run the numbers through the MCA Penalty Calculator.

The filing timeline at a glance (30 September AGM)

The deeper implication for directors

The annual return is where the Registrar reads a company’s health in one document, and it is increasingly the trigger for harder action. A company that misses its annual return for three continuous financial years disqualifies its directors under Section 164(2), and the MCA deactivates their Director Identification Number. That is a five-year bar from being a director anywhere, and it has already caught more than three lakh directors in earlier clean-up drives. Our guide to director disqualification under Section 164 lays out how the recovery works.

According to CS Sapna Malpani, the pattern worth watching for FY 2025-26 is the Registrar’s shift from waiting to prompting. With annual filings now fully on the V3 portal and the Companies Compliance Facilitation Scheme, 2026 closing on 15 July 2026, the MCA has both the data and the intent to move faster on defaulters. Companies that use the current amnesty window to clear old AOC-4 and MGT-7 backlogs at a fraction of the fee, and then file this year’s return on time, put themselves out of that line of fire. Those that let the annual return drift are, in her view, the most likely to receive an adjudication notice in the next cycle.

MGT-7 vs MGT-7A vs AOC-4: clearing the confusion

Three forms, filed around the same weeks, get mixed up constantly. Here is the clean separation.

The simplest way to hold it in your head: AOC-4 is the money, MGT-7 is the people, and both are due off the same AGM but on different clocks. For the full yearly picture, keep the private limited compliance calendar for 2026-27 handy.

Frequently asked questions

What is the due date for the MGT-7 annual return for FY 2025-26?

The MGT-7 annual return is filed within 60 days of the Annual General Meeting. For a company that holds its AGM on the last permissible date of 30 September 2026, the due date is 29 November 2026. If the AGM is held earlier, the 60-day clock starts from that earlier date and the deadline moves up accordingly. A company that failed to hold its AGM still counts 60 days from the date the meeting was legally due, so skipping the AGM does not buy time on the annual return.

What is the penalty for late filing of MGT-7?

There are two charges. An additional filing fee of ₹100 per day runs from the day after the due date until the form is filed, with no upper limit. On top of that, Section 92(5) allows the Registrar to adjudicate a penalty of ₹10,000 on the company plus ₹100 for each day of continuing default, capped at ₹2,00,000; every officer in default faces ₹10,000 plus ₹100 per day, capped at ₹50,000. The daily fee is paid on the form; the Section 92(5) penalty comes through a separate notice and order, and appeals against such orders have been rejected where the delay was clear.

What is the difference between MGT-7 and MGT-7A?

MGT-7 is the full annual return for most private and public companies. MGT-7A is a shorter form filed only by One Person Companies and small companies. For FY 2025-26, a small company is one whose paid-up capital does not exceed ₹10 crore and whose turnover does not exceed ₹100 crore, tested on the 31 March 2025 figures, and excluding holding companies, subsidiaries, Section 8 companies and companies under a special Act. MGT-7A never requires MGT-8 certification, so small companies and OPCs save on professional certification cost.

Who has to get MGT-8 certification from a Company Secretary?

Under Rule 11(2) of the Companies (Management and Administration) Rules, 2014, a Practising Company Secretary must certify the annual return in MGT-8 if the company is listed, or has paid-up share capital of ₹10 crore or more, or turnover of ₹50 crore or more. MGT-8 certifies that the annual return discloses the facts correctly and that the company has complied with the relevant provisions of the Companies Act. Companies that file MGT-7A are outside this requirement unless they cross one of these thresholds.

Is Form MGT-9 still required with the Board’s report?

No. MGT-9 was removed from the Companies Act, and the form ceased to exist after the MCA notification dated 5 March 2021. Under Section 92(3) a company now places its annual return on its website, if it has one, and gives that web-link in the Board’s report. A company without a website has no MGT-9 obligation. Many boards still request MGT-9 out of habit, which only creates unnecessary work. The correct step is the website placement and the web-link disclosure.

Does filing MGT-7 late affect directors personally?

Yes. The Section 92(5) penalty names every officer in default, so directors pay from their own funds, up to ₹50,000 each. The larger risk is Section 164(2): a company that fails to file its annual return for three continuous financial years disqualifies its directors and gets their Director Identification Number deactivated, which bars them from directorship anywhere for five years. This is why the annual return is treated as a hard deadline rather than a form that can wait for a quieter month.

Sources and references

• Section 92, Companies Act, 2013, Annual return (bare text), IBC Laws: ibclaw.in
• Section 92(5) penalty provision, India Code / Companies Act, 2013: indiacode.nic.in
• MCA V3 portal, annual return e-forms (MGT-7, MGT-7A): mca.gov.in
• Companies (Specification of Definition Details) Amendment Rules, 2025, revised small company thresholds w.e.f. 1 December 2025, SCC Online: scconline.com
• Removal of Form MGT-9 (MCA notifications 28.08.2020 and 05.03.2021), Taxguru: taxguru.in
• MGT-8 certification threshold under Rule 11(2), Companies (Management and Administration) Rules, 2014: taxguru.in
• ROC adjudication, penalty for late annual return upheld on appeal, Taxguru: taxguru.in
• Companies Compliance Facilitation Scheme, 2026 (General Circular 01/2026), MCA: mca.gov.in

This article is for general information and does not constitute legal advice. Penalty figures and deadlines are stated as per the Companies Act, 2013 and rules current on 6 July 2026. For advice specific to your company, consult a Practising Company Secretary.