Filing the Annual Return in Form MGT-7 is one of the most critical statutory compliances for every company registered in India under the Companies Act, 2013. For FY 2025-26, the due date is 60 days from the AGM date — which works out to 29 November 2026 if the AGM is held on the last permissible date of 30 September 2026. If the AGM is held earlier, the due date shifts accordingly.
This year brings significant changes: the MCA V2 portal has been permanently decommissioned, all filings must now go through the MCA V3 portal exclusively, and the proposed Corporate Laws (Amendment) Bill, 2026 may allow thousands of newly qualifying small companies to shift from MGT-7 to the simpler MGT-7A. This guide covers everything — legal basis, who files what form, fees, penalties, V3 portal changes, GPS coordinates, registered office photographs, director disqualification risks, step-by-step filing process, and all 2026 developments.
⏰ Key Deadlines — FY 2025-26
AGM Deadline
30 Sep 2026
MGT-7 Due Date
60 days from AGM
= 29 Nov 2026*
*if AGM on 30 Sep 2026
Late Fee
₹100/day
No upper cap
📌 If your AGM is held before 30 Sep 2026, count 60 days from that earlier date — the due date shifts accordingly.
🔴 3 Critical 2026 Developments Every Company Must Know
- MGT-7/MGT-7A shifted to MCA V3 (July 2025) — These annual return forms are now available only on the MCA V3 portal (from 14 July 2025) — V2 is permanently closed
- Corporate Laws (Amendment) Bill, 2026 — If enacted, Small Company threshold doubles to ₹20 crore capital / ₹200 crore turnover — thousands of companies shift from MGT-7 to simpler MGT-7A
- CCFS 2026 Scheme (15 Apr – 15 Jul 2026) — One-time window to regularise pending MGT-7/MGT-7A/AOC-4 filings with a 90% waiver on additional ROC late fees (pay only 10% of accumulated ₹100/day fees)
📋 Section 1 — What is Form MGT-7? Legal Basis
Form MGT-7 is the Annual Return prescribed under Section 92 of the Companies Act, 2013, read with Rule 11 of the Companies (Management and Administration) Rules, 2014. It is a comprehensive statutory document that every company must file with the Registrar of Companies (ROC) within 60 days from the date of its Annual General Meeting (AGM). If no AGM is held, the 60-day period is counted from the last date by which the AGM should have been held.
The Annual Return is distinct from Financial Statements (Form AOC-4) — it captures the governance and membership structure of the company as at the close of the financial year, including shareholding pattern, director and KMP details, meetings, remuneration, penalties, and corporate governance disclosures. The current V3 format was introduced via G.S.R. 358(E) dated 30 May 2025, effective from 14 July 2025.
📚 Legal Reference Chain
Section 92 (obligation to file) → Rule 11 (prescribed form MGT-7) → G.S.R. 358(E)/2025 (V3 format, GPS, photograph) → Section 403 (late fee ₹100/day) → Section 164(2) (director disqualification) → Companies (Reg. Offices & Fees) Amendment Rules, 2026 dated 21 April 2026 (current fee structure)
👥 Section 2 — Who Must File? MGT-7 vs MGT-7A
Not all companies file the same form. There are two forms — MGT-7 (full annual return) and MGT-7A (simplified return for OPCs and small companies). Choosing the wrong form is one of the most common filing errors.
| Parameter | 📄 MGT-7 | 📄 MGT-7A |
|---|---|---|
| Who files | All companies except OPCs and small companies | OPCs and Small Companies only |
| Due Date | 60 days from AGM (= 29 Nov 2026 if AGM on 30 Sep 2026) | 60 days from AGM (same rule) |
| Complexity | Detailed — includes KMP details, board composition, shareholding, remuneration disclosure | Simplified — fewer disclosures, no KMP details required |
| MGT-8 Certificate | Required if: Listed company OR paid-up capital ≥ ₹10 crore OR turnover ≥ ₹50 crore | Not required |
| Signing | Director + Company Secretary (or PCS if no CS appointed) | Director's DSC only (OPC: CS or Director) |
| GPS Coordinates | Mandatory (V3 format) | Mandatory (V3 format) |
| Photograph of Registered Office | Mandatory (V3 format) | Mandatory (V3 format) |
Who is a "Small Company"? (Current Threshold — effective 1 Dec 2025)
Under Section 2(85), a small company is a company (other than a public company) with paid-up share capital not exceeding ₹10 crore AND turnover not exceeding ₹100 crore, as revised by G.S.R. 880(E) dated 1 December 2025. The following are excluded from being classified as Small Companies even if they meet the threshold:
- Holding company or subsidiary company
- Section 8 company (not-for-profit)
- Body corporate governed by a special Act
🔴 2026 Alert — Small Company Threshold May Double
The Corporate Laws (Amendment) Bill, 2026 proposes to raise the Small Company threshold to paid-up capital ≤ ₹20 crore AND turnover ≤ ₹200 crore. Once enacted, thousands of companies currently filing the complex MGT-7 will qualify as Small Companies and may file the simplified MGT-7A instead. Companies near the current threshold should monitor for the commencement notification.
📅 Section 3 — FY 2025-26 Due Date & AGM Timeline
| Event | Date | Remarks |
|---|---|---|
| FY 2025-26 closes | 31 March 2026 | Financial year ends |
| AGM must be held by | 30 September 2026 | Section 96 — within 6 months from close of FY |
| MGT-7 / MGT-7A due date | 60 days from AGM date (= 29 Nov 2026 if AGM on 30 Sep 2026) | Due date moves earlier if AGM held before 30 Sep |
| If AGM extended by ROC | 60 days from revised AGM date | The 60-day period starts fresh from the ROC-extended date |
| If no AGM held | 60 days from last date AGM should have been held | i.e., 60 days from 30 Sep 2026 = 29 Nov 2026 |
| MGT-7/MGT-7A migrated to MCA V3 | 14 July 2025 | Forms available only on V3 from this date — V2 closed |
📌 How to Calculate Your MGT-7 Due Date
The formula is simple: MGT-7 Due Date = AGM Date + 60 days
Examples: AGM on 30 Sep 2026 → Due by 29 Nov 2026 | AGM on 15 Sep 2026 → Due by 14 Nov 2026 | AGM on 30 Aug 2026 → Due by 29 Oct 2026
🆕 Section 4 — What's New in FY 2025-26? V3 Portal Changes
The MCA introduced major changes through G.S.R. 358(E) dated 30 May 2025, effective 14 July 2025, and the MCA V3 Phase 3 Migration completed on 15 March 2026. Here is what changed:
| Change | 🔴 Old Position | 🟢 New Position (V3) |
|---|---|---|
| Registered Office Photograph | Not required | Mandatory — external building photo with company name/signboard visible (English + regional language) |
| GPS Coordinates | Not required | Mandatory — latitude & longitude as at FY end and as on date of filing |
| PDF Annexures | Attached separately with MGT-7 | No PDF annexures — integrated as linked forms in MCA V3 |
| Previous Year Figures | Manually entered | Prefilled automatically from MCA V3 system |
| Designated Person for Beneficial Owners | Not required | New mandatory table — details of person liaising with beneficial owners |
| CIRP Companies | Could not file MGT-7 | Companies under CIRP can now file MGT-7 in V3 |
| Portal for Filing | MCA V2 or V3 | MCA V3 only — V2 permanently decommissioned June 2026 |
⚠️ Photograph Requirement — What is Mandatory vs What is Not
The photograph requirement is for the external building showing the company's name and display board prominently. The board must comply with Section 12 (name in English + regional language). There is NO requirement for an internal photograph or for a director to physically appear in the photograph. However, the director signing the MGT-7 must use their valid DSC for the filing.
📜 Section 5 — Complete Amendment History
| Year | Amendment / Event | What Changed |
|---|---|---|
| 2013 | Companies Act, 2013 — Section 92 | MGT-7 first introduced as the prescribed annual return form |
| 2018 | Companies (Reg. Offices & Fees) 2nd Amendment Rules, 2018 | Late fee changed to ₹100/day from 1 July 2018 — no cap on total accumulation |
| 2021 | G.S.R. 224(E) dated 5 March 2021 | MGT-7A introduced for OPCs and Small Companies — applicable from FY 2020-21 |
| 2022 | Small Company threshold revised | Paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore |
| Dec 2025 | G.S.R. 880(E) dated 1 December 2025 | Small Company threshold further revised — ≤ ₹10 crore capital AND ≤ ₹100 crore turnover |
| May 2025 | G.S.R. 358(E) dated 30 May 2025 | New V3 format of MGT-7, MGT-7A, and MGT-15. GPS coordinates, photograph, designated person for beneficial owners — all mandatory. Effective 14 July 2025. |
| Oct 2025 | General Circular No. 06/2025 dated 17 October 2025 | FY 2024-25 MGT-7 deadline extended to 31 December 2025 without additional fees |
| Dec 2025 | General Circular No. 08/2025 dated 30 December 2025 | Further extended to 31 January 2026 without additional fees |
| 15 Mar 2026 | MCA V3 Phase 3 Full Migration | All forms including MGT-7/MGT-7A fully on V3 — mandatory platform |
| 21 Apr 2026 | Companies (Reg. Offices & Fees) Amendment Rules, 2026 | Latest fee structure applicable for FY 2025-26 filings |
| 30 Jun 2026 | MCA V2 Permanently Decommissioned | Legacy V2 portal permanently closed — all filings must be on V3 only |
| 2026 (Pending) | Corporate Laws (Amendment) Bill, 2026 | Proposed: Small Company threshold doubles to ₹20 crore capital / ₹200 crore turnover |
| 29 Nov 2026 | MGT-7 Standard Due Date — FY 2025-26 | 60 days from AGM date of 30 September 2026 |
🚀 Section 6 — CCFS 2026: Companies Compliance Facilitation Scheme
The MCA launched the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) — a one-time opportunity to regularise pending past-year MGT-7, MGT-7A and AOC-4 filings with a 90% waiver on accumulated additional late fees. During 15 April 2026 to 15 July 2026, companies pay normal filing fees plus only 10% of the accumulated additional fees instead of the full ₹100/day that would otherwise apply.
✅ Who Should Use CCFS 2026?
- Companies with overdue MGT-7 filings for multiple past financial years
- Directors facing disqualification risk under Section 164(2) due to 3+ consecutive years of non-filing
- Companies that were struck off and seeking restoration
- Companies with large accumulated late fees that would otherwise be prohibitively high
⚠️ Act before the scheme closes — check mca.gov.in for exact conditions and eligibility.
💰 Section 7 — Filing Fee Structure
| Authorised Share Capital | Filing Fee (Per Form) |
|---|---|
| No share capital / Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to ₹4,99,999 | ₹300 |
| ₹5,00,000 to ₹24,99,999 | ₹400 |
| ₹25,00,000 to ₹99,99,999 | ₹500 |
| ₹1,00,00,000 (₹1 crore) and above | ₹600 |
⚠️ Section 8 — Late Filing Penalty
✅ Filed On Time
NIL
Only base filing fee applies
❌ Filed Late
₹100/day
No upper cap — accumulates indefinitely
| Delay Period | Additional Late Fee (Sec 403) | Cumulative Cost (incl. base fee) |
|---|---|---|
| 30 days late | ₹3,000 | ≈ ₹3,600 |
| 90 days late | ₹9,000 | ≈ ₹9,600 |
| 6 months late | ₹18,000 | ≈ ₹18,600 |
| 1 year late | ₹36,500 | ≈ ₹37,100 |
| Beyond 1 year | No cap — ₹100 every day | Accumulates indefinitely |
⚠️ Additional Penalty Under Section 92(5) — Separate from Late Fee
Separate from the ₹100/day ROC late fee, the company and every officer in default is liable under Section 92(5) to: ₹10,000 base penalty + ₹100/day continuing default, subject to a maximum of ₹2,00,000 for the company and ₹50,000 per officer in default.
🚨 Section 9 — Director Disqualification Risk
| Consequence | Legal Provision | Details |
|---|---|---|
| Director Disqualification | Section 164(2) | 5-year disqualification if company fails to file annual returns for 3 consecutive financial years. Director cannot be appointed in any company during this period. |
| Company Strike-Off | Section 248 | ROC may strike off the company if annual returns not filed for 3 consecutive years |
| DIN Deactivation | Rule 11, Directors Rules | Disqualified directors face DIN deactivation — cannot sign MCA forms or act as director |
| Company Penalty | Section 92(5) | ₹10,000 base + ₹100/day continuing default; max ₹2,00,000 for company, ₹50,000 per officer |
📋 Section 10 — Information Required in MGT-7
- Registered Office — address, GPS coordinates (latitude and longitude), external building photograph
- Principal Business Activities — NIC code based classification
- Holding, Subsidiary & Associate Companies — CIN, name, % held, applicable section
- Share Capital & Securities — authorised and paid-up capital, debentures, other securities
- Shareholding Pattern — promoter/public holding, beneficial owners, changes during year
- Indebtedness — secured and unsecured loans, deposits outstanding at year end
- Members & Debenture-Holders — details and changes during the year
- Promoters, Directors & KMPs — DIN/PAN, designation, appointment/cessation dates, shareholding
- Board & Committee Meetings — dates, attendance, resolutions passed
- Remuneration of Directors & KMPs — salary, commission, sitting fees
- Penalties, Punishments & Compounding — any penalties levied, appeals filed
- Designated Person for Beneficial Owners — new V3 mandatory requirement
📎 Section 11 — Attachments Required
| Attachment | Mandatory For | Notes |
|---|---|---|
| List of Shareholders & Debenture-Holders | All companies | Must use MCA's prescribed Excel template — custom formats rejected |
| Photograph of Registered Office | All companies (V3 mandatory) | External building with company name/signboard visible. English + regional language. |
| MGT-8 Certificate (Practising CS) | Listed companies OR paid-up capital ≥ ₹10 crore OR turnover ≥ ₹50 crore | Not required for MGT-7A filers |
| AGM Extension Approval Letter | If AGM held after 30 September | ROC approval letter for extended AGM date |
| Any Other Supporting Documents | As applicable | ESOP details, demat/remat details, etc. |
🖥️ Section 12 — Step-by-Step Filing on MCA V3 Portal
All MGT-7/MGT-7A filings must be done on the MCA V3 portal at efiling.mca.gov.in.
- Login to MCA V3 — Visit efiling.mca.gov.in → Login as Business User using registered credentials
- Navigate to Form — MCA Services → Company → e-Filing → Select MGT-7 or MGT-7A → Choose Online or Offline (Excel) filing
- Enter Company Basics — Enter CIN → System auto-populates company name, registered office, previous year figures (prefilled in V3)
- GPS Coordinates — Enter latitude and longitude as at FY end AND as on filing date. Use Google Maps (right-click on exact building → copy coordinates).
- Upload Registered Office Photograph — External building clearly showing company signboard (English + regional language)
- Fill Director & KMP Details — DIN, appointment dates, designation, shareholding, and cessation details if applicable
- Enter Shareholding Pattern — Promoter vs public, category-wise breakdown, changes during year
- Enter Share Capital & Indebtedness — Authorised and paid-up capital, debentures, loans outstanding
- Enter Meeting Details — AGM/EGM dates, Board meeting dates, committee meetings, attendance
- Upload Attachments — Shareholders list (MCA Excel template), MGT-8 if applicable, AGM extension letter if applicable
- Digital Signatures — Director signs with valid DSC → Company Secretary counter-signs (or PCS if no CS). For MGT-7A: Director's DSC only.
- Submit & Pay — Review all entries → Submit → Pay filing fee via MCA payment gateway
- Save SRN Acknowledgement — Download Service Request Number as proof of successful filing
✅ Pro Tips for Smooth V3 Filing
- Use Chrome or Edge browser — avoid Firefox or Safari for MCA V3
- Get GPS coordinates from Google Maps before starting — pin must be on the actual building
- Ensure DSC tokens are valid and activated — a lapsed DSC will halt filing mid-process
- Use MCA's Excel template for shareholders list — download it from MCA V3 portal, don't use a custom format
- Take the office photograph in good daylight — signboard must be clearly readable
🚫 Section 13 — Common Mistakes That Get Filings Rejected
| Mistake | Consequence | How to Avoid |
|---|---|---|
| Filing MGT-7 instead of MGT-7A (or vice versa) | Invalid filing — non-compliance continues | Check capital AND turnover against current small company threshold |
| GPS coordinates missing or incorrect | Form rejected at submission | Obtain exact lat/long from Google Maps — pin on actual building |
| Photograph blurry or signboard not visible | Form rejected | Clear photo in good lighting; both English and regional language on board |
| Shareholders list not using MCA Excel template | Attachment rejected — form cannot be submitted | Download the prescribed template from MCA V3 portal before preparing |
| MGT-8 not attached when required | Defective filing — non-compliance | Check: listed OR paid-up ≥ ₹10 crore OR turnover ≥ ₹50 crore |
| Expired or unregistered DSC | Signing fails — form cannot be submitted | Verify DSC validity and MCA V3 registration before starting |
| Trying to file on MCA V2 portal | Not possible — V2 is permanently closed | Use only efiling.mca.gov.in (MCA V3) for all MGT-7 filings |
❓ Section 14 — Frequently Asked Questions
📝 Bottom Line — MGT-7 Compliance Checklist for FY 2025-26
✅ Determine which form: MGT-7 (all companies except OPCs and small companies) or MGT-7A (OPCs and small companies with capital ≤ ₹10 crore AND turnover ≤ ₹100 crore)
✅ Hold AGM by 30 September 2026 and file within 60 days from your AGM date (= 29 November 2026 if AGM on 30 Sep 2026)
✅ Use MCA V3 exclusively — MCA V2 is permanently closed. File at efiling.mca.gov.in
✅ Prepare V3 requirements in advance: GPS coordinates (from Google Maps), external building photograph with visible signboard, MCA Excel template for shareholders list, valid DSC
✅ Attach MGT-8 if listed company, paid-up capital ≥ ₹10 crore, or turnover ≥ ₹50 crore
✅ Pending past years? Use CCFS 2026 (15 Apr – 15 Jul 2026) for up to 90% waiver on accumulated late fees
✅ Zero business activity? You must still file — no exemption unless formal dormant status under Section 455
Sources: Section 92, Companies Act 2013 | Rule 11, Companies (Management & Administration) Rules, 2014 | G.S.R. 358(E) dated 30 May 2025 | G.S.R. 880(E) dated 1 December 2025 | General Circulars No. 06/2025 & 08/2025 | Companies (Reg. Offices & Fees) Amendment Rules, 2026 dated 21 April 2026 | mca.gov.in | efiling.mca.gov.in. This article is for informational purposes only and does not constitute legal advice. Verify current requirements on the MCA portal before filing.
