ROC Annual Filing FY 2025-26: A Step-by-Step Compliance Checklist for Companies

The annual ROC filing season for FY 2025-26 demands heightened attention from practitioners and companies alike. Three significant regulatory shifts — expanded Board's report requirements, revised small company thresholds, and the closure of the Companies Compliance Facilitation Scheme, 2026 — collectively make this cycle materially different from prior years. This guide walks through the entire process in the sequence work actually occurs: entity classification, accounts finalisation, Board's report preparation, AGM conduct, and form submission.

Why FY 2025-26 Demands More Careful Preparation

For companies holding their AGM on 30 September 2026, AOC-4 becomes due on 30 October 2026, while MGT-7 / MGT-7A falls due on 29 November 2026. As of mid-October 2026, the Ministry of Corporate Affairs (MCA) had not notified any extension or additional-fee waiver for FY 2025-26 annual forms. While ICSI submitted a representation to MCA (letter dated 9 October 2026) requesting relaxation up to 31 December 2026, this remains a request and carries no legal force. Professionals must plan around the statutory deadlines.

Three developments set this filing year apart:

1. First full year of expanded Board's report disclosures — The Companies (Accounts) Second Amendment Rules, 2025 (effective 14 July 2025) introduced mandatory POSH data, Maternity Benefit Act compliance statements, and gender-wise employee headcount disclosures. Many FY 2024-25 reports were approved before 14 July 2025 and therefore missed these; FY 2025-26 reports have no such excuse.

2. Revised small company thresholds — With effect from 1 December 2025, under G.S.R. 880(E), a private company qualifies as a small company if its paid-up capital does not exceed Rs 10 crore and its turnover for the immediately preceding financial year does not exceed Rs 100 crore. A large number of companies have transitioned into the "small company" category and now qualify for exemptions unavailable to them previously.

3. Post-CCFS enforcement environment — The Companies Compliance Facilitation Scheme, 2026 closed on 15 September 2026. MCA has signalled that ROCs will proceed against companies remaining in default. Legacy non-compliance now carries tangible enforcement risk.

Due Dates at a Glance (FY 2025-26)

Important: All filing deadlines are counted from the actual AGM date, not from 30 September. A company that held its AGM on 20 August had AOC-4 due on 19 September.

Late filing attracts an additional fee of Rs 100 per day per form, with no upper cap.

Step Zero: Entity Classification Before Drafting Anything

Wrong classification is the root cause of most avoidable filing errors. It determines which form to use, which financial statement format applies, and which statutory exemptions are available. Record the classification answers formally at the start of engagement.

1. Small Company Status

From 1 December 2025, a private company qualifies as small if:

• Paid-up capital does not exceed Rs 10 crore, and
• Turnover for the immediately preceding FY does not exceed Rs 100 crore

Both conditions must be satisfied simultaneously. Holding companies, subsidiaries, Section 8 companies, companies governed by special Acts, and public companies (including unlisted public companies) are ineligible for small company status regardless of size.

Use FY 2024-25 turnover to determine FY 2025-26 classification. Document the working.

2. Applicable Annual Return Form

• MGT-7A → Small companies and OPCs
• MGT-7 → All other companies, including unlisted public companies

3. XBRL Filing Requirement

XBRL filing (AOC-4 XBRL) is required if the company has:

• Paid-up capital of Rs 5 crore or more, or
• Turnover of Rs 100 crore or more, or
• Is covered under Ind AS

Where XBRL applies, a signed copy of the financial statements must also be attached.

4. Accounting Framework

Confirm with the auditor whether the company follows Ind AS or AS. This determines the applicable Schedule III Division (Division I for AS, Division II for Ind AS) and the variant of AOC-4 to be used.

5. Consolidation Requirement

Any company with a subsidiary, associate, or joint venture must prepare consolidated financial statements and file AOC-4 CFS, unless an exemption is available under Rule 6 of the Companies (Accounts) Rules. Private companies with associates are frequently overlooked here.

6. Threshold-Triggered Obligations

Verify the following thresholds and whether they apply:

• CSR — s.135
• Cost records/audit — s.148
• Secretarial audit — s.204 (unlisted public companies above prescribed thresholds)
• Internal audit — Rule 13
• Whole-time company secretary — paid-up capital of Rs 10 crore or more

Practical tip: Maintain a one-page classification sheet for each entity, signed by the engagement partner, to pre-empt reviewer and ROC queries.

Financial Statements: What to Verify Before Filing

Format and Components

Financial statements must follow the Schedule III format applicable to the entity, with prior-year comparatives for every line item. Components under s.2(40) include:

• Balance Sheet
• Profit & Loss Account
• Cash Flow Statement
• Statement of Changes in Equity (where applicable)
• Notes to accounts

Small companies, OPCs, and dormant companies may omit the Cash Flow Statement. A single rounding unit must be used consistently throughout all statements, clearly disclosed on the face of each.

Schedule III Disclosures Commonly Missed

• Promoter shareholding at year-end, including percentage movement during the year
• Ageing schedules for trade receivables, trade payables, and capital work-in-progress / intangibles under development
• MSMED Act dues — principal and interest outstanding to micro and small enterprises under s.22 of the MSMED Act; must reconcile with half-yearly MSME-1 returns
• Additional regulatory information — title deeds not in the company's name, benami property proceedings, wilful defaulter status, transactions with struck-off companies, pending charge registrations, layer compliance, crypto/virtual currency holdings, undisclosed income surrendered, and analytical ratios (with explanations for any variation exceeding 25%)
• Promoter/director/KMP loans repayable on demand or without repayment schedule — disclose amount and percentage of total loans
• Related party disclosures under AS 18 / Ind AS 24 — name every party and the nature of relationship, not merely the transaction amounts

Pre-Audit Reconciliations