MCA General Circular 05/2026: Additional Fee Relaxation for FY 2025-26 Annual Filings

The Ministry of Corporate Affairs, through General Circular No. 05/2026 dated 24 October 2026, has permitted companies to file their financial statements for FY 2025-26 up to 31 December 2026, and their annual returns up to 31 January 2027, without payment of additional fees.

The relaxation is narrower than a plain reading of the subject line suggests. It operates only on additional fees under the Companies (Registration Offices and Fees) Rules, 2014. It does not extend the statutory time for holding the annual general meeting. It also carries a sharp consequence for companies that miss the relaxed dates, since additional fees in such cases revert to the original due dates.

This article examines the statutory framework, the scope of each paragraph of the circular, and its practical effect through worked illustrations.

Statutory framework

The due dates relaxed by the circular flow from three provisions of the Companies Act, 2013, read with the fee rules.

• Annual general meeting (Section 96): Every company other than a One Person Company must hold its AGM within six months from the close of the financial year. For a 31 March year-end, the outer date for FY 2025-26 was 30 September 2026. The Registrar may, on application, extend this by up to three months, except for the first AGM.
• Financial statements (Section 137): Financial statements adopted at the AGM are to be filed in e-form AOC-4 (or its variants) within 30 days of the AGM. Where the AGM is not held, filing is due within 30 days from the date on which it should have been held. A One Person Company must file within 180 days from the close of the financial year.
• Annual return (Section 92): The annual return in e-form MGT-7 (MGT-7A for One Person Companies and small companies) is to be filed within 60 days from the date of the AGM, or from the date on which the AGM should have been held.
• Additional fees: Filing beyond these dates attracts additional fees under the Companies (Registration Offices and Fees) Rules, 2014. For AOC-4 and MGT-7 series forms, the additional fee is a flat amount per day of delay, currently ₹100 per day, with no upper cap. This is distinct from the penalties prescribed under Sections 92(5), 99 and 137(3), which are levied through adjudication.

Scope of the relaxation (Paragraph 2)

Paragraph 2 covers two sets of forms, both limited to FY 2025-26. Filings within the dates below attract only normal filing fees.

The relaxed date is a fixed calendar date. It does not depend on when the company held its AGM. A company that held its AGM on 15 September and one that held it on 30 September have the same outer date of 31 December 2026 for AOC-4.

The relief is also retrospective in effect. One Person Companies, whose AOC-4 was due on 27 September 2026, and companies whose 30-day window had already lapsed before 24 October 2026, may still file without additional fees, provided they file by the relaxed date.

AGM timeline not extended (Paragraph 3)

Paragraph 3 states expressly that the circular confers no extension of statutory time for holding AGMs. Companies that did not hold their AGM within the Section 96 timeline remain liable under the relevant provisions of the Act.

The practical effect is a split outcome. A company that held its AGM late, without an extension from the Registrar, may still file AOC-4 and MGT-7 within the relaxed dates without additional fees. The default under Section 96, however, survives the filing and is not regularised by it.

That default is punishable under Section 99. The company and every officer in default are liable to a fine of up to ₹1 lakh, with a further fine of up to ₹5,000 per day for a continuing default. Section 99 has not been brought within the in-house adjudication mechanism, so the remedy for a company in default generally lies in compounding under Section 441.

Companies that obtained an extension under the proviso to Section 96(1) are in a different position. Their AGM is within time, and their AOC-4 and MGT-7 due dates are computed from the extended AGM date. Where those computed dates fall after 31 December 2026 or 31 January 2027, the statutory date continues to govern, since the circular cannot curtail time available under the Act.

Filing after the relaxed dates (Paragraph 4)

Paragraph 4 provides that filings made after the currency of the circular attract all fees, including additional fees, from the date on which the filing was actually due under the Act.

The relaxation is therefore all-or-nothing. A company that files AOC-4 on 1 January 2027 does not pay additional fees for one day. It pays additional fees for the entire period running from its original statutory due date, which for most companies is 30 October 2026.

The same applies to annual returns. An MGT-7 filed after 31 January 2027 carries additional fees from its original due date, typically 29 November 2026. A short miss of the relaxed date can thus cost a company the fee for more than two months of delay per form.

Illustrations

The illustrations assume a financial year ending 31 March 2026 and an additional fee of ₹100 per day per form. Days of delay are counted from the day after the statutory due date to the date of filing.

Illustration 1: AGM held on time, filing within relaxed dates

A Pvt Ltd held its AGM on 30 September 2026. It files AOC-4 on 20 December 2026 and MGT-7 on 25 January 2027.

The statutory due dates were 30 October 2026 and 29 November 2026. Both filings fall within the relaxed dates, so no additional fee is payable on either form.

Illustration 2: AGM held on time, relaxed dates missed

B Pvt Ltd held its AGM on 30 September 2026. It files AOC-4 on 10 January 2027 and MGT-7 on 5 February 2027. Paragraph 4 applies to both forms.

B Pvt Ltd pays ₹14,000 in additional fees. Filing ten days earlier on each form would have cost nothing.

Illustration 3: AGM held late without extension

C Pvt Ltd did not hold its AGM by 30 September 2026 and did not apply for an extension. It holds the AGM on 20 November 2026 and files AOC-4 on 15 December 2026.

On the form, the filing is within 31 December 2026, so no additional fee is payable. On the meeting, the Section 96 default stands. The company and its officers in default remain exposed under Section 99, and the circular offers no protection on that count.

Illustration 4: One Person Company

D (OPC) Pvt Ltd was required to file AOC-4 within 180 days of 31 March 2026, that is, by 27 September 2026. The filing had not been made when the circular was issued.

If D files by 31 December 2026, no additional fee is payable despite the earlier lapse. If it files on 4 January 2027 instead, additional fees run from 28 September 2026 for 99 days, amounting to ₹9,900.

Illustration 5: AGM extended by the Registrar

E Ltd obtained a three-month extension and holds its AGM on 20 December 2026. Its AOC-4 is due within 30 days, by 19 January 2027, and its MGT-7 within 60 days, by 18 February 2027.

Both statutory dates fall after the relaxed dates. E Ltd is not required to file by 31 December 2026; it simply follows the statutory timeline, with additional fees applying only if that timeline is missed.

Illustration 6: Additional fees already paid

F Pvt Ltd held its AGM on 15 September 2026, making AOC-4 due on 15 October 2026. It filed on 20 October 2026 and paid ₹500 as additional fees for five days.

The circular contains no provision for refund of additional fees paid before its issue. In the absence of any such provision, the amount paid is not recoverable.

Matters outside the circular

The circular is confined to its terms, and several items commonly assumed to be covered are not.

• Earlier financial years. Pending AOC-4 and MGT-7 filings for FY 2024-25 or earlier continue to attract additional fees in full.
• Other event-based and annual forms. Forms such as ADT-1, MGT-14, DPT-3 and MSME-1 are not listed in Paragraph 2. Their timelines and fees are unaffected.
• Penal provisions. The circular relaxes additional fees only. It does not purport to waive penalties under Sections 92(5) or 137(3), and it expressly preserves liability for AGM defaults. Relaxation circulars of this nature are, however, generally understood as treating filings within the relaxed period as compliant for practical purposes.
• Board and auditor timelines. The circular does not alter the time for approval of financial statements by the Board under Section 134, the auditor's report, or the Board's report. These must still precede the AGM.

Practical compliance points

Companies and their advisors should treat the relaxed dates as hard deadlines rather than targets. The MCA V3 portal has historically slowed in the final days before any relaxed deadline, and Paragraph 4 leaves no margin for a filing that slips by a day.

The status of each company's AGM should be verified before relying on the relaxation. Where the AGM was held late without an extension, the fee waiver on forms should be paired with an assessment of the Section 96 default and, where appropriate, a compounding application.

AOC-4 should be filed before MGT-7, since the annual return draws on particulars of the adopted financial statements. Companies filing in XBRL should allow additional time for taxonomy validation, which frequently causes last-minute rejections.

For One Person Companies and companies whose statutory window had already lapsed, the circular offers a complete reset of additional fee exposure, conditional on filing within the relaxed date. That benefit should be secured early.

Conclusion

General Circular No. 05/2026 gives companies until 31 December 2026 for financial statements and 31 January 2027 for annual returns for FY 2025-26, free of additional fees. Its benefit is real but conditional. It leaves AGM defaults untouched, and it withdraws the entire relief, from the original due date, for any company that misses the relaxed dates.

The circular should be read alongside Sections 92, 96, 99 and 137 of the Companies Act, 2013 and the Companies (Registration Offices and Fees) Rules, 2014. Fee amounts referred to in this article should be verified against the fee table in force on the date of filing.

Source: General Circular No. 05/2026, File No. Policy-17/111/2022-CL-V-MCA, Ministry of Corporate Affairs, dated 24 October 2026.

Disclaimer: This article is intended for general information and academic discussion only. It does not constitute professional advice or a solicitation of any kind. Readers should refer to the original circular and relevant provisions and seek appropriate professional guidance before acting on any matter discussed. The author accepts no liability for any action taken on the basis of this article.