MGT-7A Applicability Explained in Light of Revised Small Company Criteria

It has been widely queried whether, pursuant to the revised thresholds notified for the definition of a "Small Company", i.e., paid-up share capital up to Rs 10 crore and turnover up to Rs 100 crore, effective from 1 December 2025, companies having paid-up share capital exceeding Rs 4 crore but not exceeding Rs 10 crore, and/or turnover exceeding Rs 40 crore but not exceeding Rs 100 crore, are now required to file Form MGT-7A instead of Form MGT-7 for the financial year ended 31 March 2025.

At present, the Ministry of Corporate Affairs ("MCA") has not issued any clarification, circular, or advisory on the applicability of the amended thresholds for the purpose of annual filing for FY 2024-25. In the absence of such clarification, interpretation must be drawn strictly in accordance with the statutory provisions and established practice.

Under the Companies Act, 2013

• "Turnover" is to be considered as per the audited financial statements for the financial year ending 31 March; and
• "Paid-up share capital" is determined as on the date of filing of the annual return;

However, the classification of a company for annual filing purposes is always determined with reference to its status as on 31 March of the relevant financial year.

Accordingly, the revised definition coming into force on 1 December 2025 does not alter the classification of companies for the FY 2024-25 annual filings. Therefore, companies having paid-up share capital exceeding Rs 4 crore or turnover exceeding Rs 40 crore as on 31 March 2025, shall continue to fall under the non-small company category for that year. Such companies shall be required to file Form MGT-7 for FY 2024-25 in accordance with the earlier definition.

It is, however, possible that MCA may implement system-level changes aligned with the amended definition. In such a scenario, if the MCA-21 portal automatically prompts filing in Form MGT-7A, the same may be filed without apprehension, as the filing would be system-driven and cannot be treated as a non-compliance. Conversely, where the system does not apply the revised thresholds, companies falling under the above category should proceed to file Form MGT-7.

In conclusion

For companies having paid-up share capital more than Rs 4 crore or turnover more than Rs 40 crore as on 31 March 2025, Form MGT-7 should be filed for FY 2024-25, unless MCA-21 specifically mandates filing in Form MGT-7A through system validation.