Every private limited company registered in India must fulfil annual compliances under the Companies Act, 2013 — regardless of whether it earned a single rupee. But as your business grows, so do your compliance obligations. Certain filings, audits, and disclosures are triggered only once your company crosses specific turnover thresholds.
This guide covers annual compliances for private limited companies on the basis of turnover for FY 2025–26 (April 2025 – March 2026), with all due dates, forms, penalties, and the major new changes effective April 2026 that every business must know.
What’s New in April 2026 — Key Compliance Changes
Before we go into the standard annual compliance framework, here are the critical updates that take effect from 1 April 2026 and apply to all private limited companies:
1. IMS (Invoice Management System) Is Now Mandatory for All Regular Taxpayers
The GST portal’s Invoice Management System (IMS) is now mandatory for all regular taxpayers from April 2026. This is the most significant GST change in years.
- When your supplier files GSTR-1, their invoices appear in your IMS dashboard.
- You must explicitly Accept, Reject, or mark as Pending each invoice within the prescribed timeline.
- Silence is no longer deemed acceptance — it is treated as rejection from April 2026.
- Only accepted invoices flow into your GSTR-2B and become eligible for Input Tax Credit (ITC) in GSTR-3B.
- Any ITC claimed on an invoice not accepted in IMS will be liable for reversal with 18% interest per annum.
What this means for you: Businesses must now review and action their IMS dashboard regularly — weekly, not monthly. A missed invoice means lost ITC permanently.
2. GSTR-9C — CA Certification Restored for FY 2025–26
For businesses with annual turnover exceeding ₹5 crore, the mandatory Chartered Accountant certification for GSTR-9C (Reconciliation Statement) is reinstated for FY 2025–26. This was waived for FY 2022–23 and FY 2023–24 but is now back. If you have not engaged a CA for your GST annual compliance, do so immediately.
3. Three-Year Return Filing Lock — Act on Pending Returns Now
From April 2026, the GST portal permanently blocks filing of any return that is more than 3 years past its original due date. For example, the window to file March 2023’s GSTR-1 (due 11 April 2023) closes permanently on 11 April 2026. If you have any unfiled returns from FY 2022–23 or earlier, file them immediately before the window closes forever.
4. Table 3.2 of GSTR-3B Is Now Auto-Populated and Non-Editable
From November 2025 onwards, inter-state supplies data in Table 3.2 of GSTR-3B is auto-populated from GSTR-1 and cannot be manually edited. If there is an error, it must be corrected via GSTR-1A before filing GSTR-3B.
Annual Compliances Mandatory for ALL Private Companies (Regardless of Turnover)
The following compliances apply to every private limited company in India — whether your turnover is zero or ₹1,000 crore. There are no exemptions for dormant or inactive companies unless formal dormant status is obtained under Section 455.
Annual General Meeting (AGM)
Every private limited company must hold an AGM within 6 months from the end of the financial year. For FY 2025–26 (ending 31 March 2026), the AGM must be held on or before 30 September 2026.
Filing of Financial Statements — Form AOC-4
Audited financial statements (Balance Sheet, Profit & Loss Account, and Cash Flow Statement) must be filed with the MCA using Form AOC-4 within 30 days of the AGM. Assuming the AGM is held on 30 September 2026, the AOC-4 deadline is 29 October 2026.
Annual Return — Form MGT-7 / MGT-7A
The annual return must be filed within 60 days of the AGM. Companies qualifying as “small companies” (paid-up capital up to ₹2 crore AND turnover up to ₹20 crore) file the simplified Form MGT-7A. All others file Form MGT-7. Deadline: 28 November 2026.
Board Meetings
A minimum of 4 board meetings must be held every financial year, with no gap exceeding 120 days between any two consecutive meetings.
Director KYC — DIR-3 KYC
All directors with a DIN must file DIR-3 KYC annually by 30 September 2026 to keep their DIN active. Failure leads to DIN deactivation and a ₹5,000 reactivation fee.
Return of Deposits — DPT-3
Every company must disclose details of loans and advances received (not classified as deposits) by filing Form DPT-3 by 30 June 2026.
Statutory Audit
Every private limited company must have its accounts audited by an independent Chartered Accountant every financial year, regardless of turnover, profit, or operational status.
Income Tax Return — ITR-6
All companies must file ITR-6 by 31 October 2026 (or 30 September 2026 if subject to transfer pricing audit).
Auditor Appointment — ADT-1
If there is any change in statutory auditor, Form ADT-1 must be filed within 15 days of the AGM.
MSME-1 — Half-Yearly Return
Companies that have outstanding payments to MSME suppliers for more than 45 days must file Form MSME-1 twice a year:
- For October 2025 – March 2026: due by 30 April 2026
- For April 2026 – September 2026: due by 31 October 2026
Turnover-Based Compliance Table — FY 2025–26 At a Glance
| Turnover Slab | Additional Compliance Triggered | Key Form / Requirement |
|---|---|---|
| Up to ₹20 crore (small company) | Simplified annual return | MGT-7A |
| Exceeds ₹20 crore | Full annual return | MGT-7 |
| Exceeds ₹40 lakh (goods) / ₹20 lakh (services) | GST registration mandatory | GSTR-1, GSTR-3B, GSTR-9 |
| Exceeds ₹5 crore | Monthly GST filing mandatory; no QRMP option | GSTR-1 + GSTR-3B monthly |
| Exceeds ₹5 crore | GSTR-9C with mandatory CA certification (restored FY 2025–26) | GSTR-9C |
| Exceeds ₹50 crore | Internal financial controls audit | Auditor’s report |
| Exceeds ₹100 crore | Secretarial audit mandatory | Form MR-3 |
| Exceeds ₹200 crore | XBRL filing of financial statements | AOC-4 XBRL |
| Net profit ≥ ₹5 crore OR Net worth ≥ ₹500 crore OR Turnover ≥ ₹1,000 crore | CSR spending mandatory | Form CSR-2 |
When Turnover Is Below ₹20 Crore — Small Company Benefits
If your company’s paid-up capital does not exceed ₹2 crore AND its turnover does not exceed ₹20 crore in the preceding financial year, it qualifies as a “Small Company” under Section 2(85) of the Companies Act, 2013.
Small companies enjoy the following compliance relaxations:
- File MGT-7A (simplified annual return) instead of the full MGT-7
- Board report requirements are simplified — fewer mandatory disclosures
- Cash flow statement is not required as part of financial statements
- Rotation of auditors every 5 years is not mandatory
However, all other core compliances apply — AGM, AOC-4, statutory audit, DPT-3, DIR-3 KYC, and income tax filing remain mandatory.
When Turnover Exceeds ₹20 Crore
Once your turnover crosses ₹20 crore, the “small company” status is lost and the following changes apply:
- The statutory auditor’s report must specifically comment on the adequacy of the company’s internal financial controls.
When Turnover Exceeds ₹5 Crore — GST Compliance Upgrade
Once your aggregate annual turnover exceeds ₹5 crore:
- Monthly GSTR-1 and GSTR-3B filing becomes mandatory — you cannot opt for the QRMP scheme.
- GSTR-9C (Reconciliation Statement) must be filed along with GSTR-9 (Annual Return), certified by a Chartered Accountant. This certification requirement is reinstated for FY 2025–26.
- IMS (Invoice Management System) monitoring becomes even more critical given the higher volume of transactions and ITC at stake.
When Turnover Exceeds ₹100 Crore — Secretarial Audit
Secretarial Audit — Form MR-3
Secretarial audit is mandatory under Section 204 of the Companies Act, 2013 when a private limited company’s:
- Turnover exceeds ₹100 crore
The audit must be conducted by a Practising Company Secretary (PCS), and the secretarial audit report in Form MR-3 must be annexed to the Board’s Report. The report covers compliance with the Companies Act, SEBI regulations, FEMA, labour laws, and other applicable statutes.
Penalty for non-compliance: ₹1 lakh + ₹500 per day for continuing failure, up to ₹5 lakh (both company and officer in default).
When Turnover Exceeds ₹200 Crore — XBRL Filing
Companies with a paid-up capital of ₹5 crore or more AND turnover of ₹100 crore or more, or companies with a turnover of ₹200 crore or more, must file financial statements in XBRL format using Form AOC-4 XBRL instead of regular AOC-4.
XBRL filing requires tagging each financial statement line item to a standardised MCA taxonomy. This requires specialised software and CA/CS expertise. Non-compliance (filing non-XBRL when XBRL is required) is treated as non-filing, attracting ₹100 per day in late fees with no ceiling.
When Turnover Exceeds ₹1,000 Crore — CSR Obligations
Under Section 135 of the Companies Act, 2013, a company must spend on Corporate Social Responsibility (CSR) if it meets any one of:
- Net worth of ₹500 crore or more, OR
- Turnover of ₹1,000 crore or more, OR
- Net profit of ₹5 crore or more in the immediately preceding financial year
CSR requirements:
- Spend 2% of average net profits of the preceding 3 financial years on eligible CSR activities
- Constitute a CSR Committee of the Board (at least 3 directors, including 1 independent director)
- File Form CSR-2 with the MCA by 31 March 2027 (for FY 2025–26)
- Transfer unspent non-earmarked CSR funds to a specified government fund within 6 months of financial year end
GST Compliance by Turnover — FY 2025–26
| Turnover | GST Requirement | Filing Frequency |
|---|---|---|
| Up to ₹20 lakh (services) / ₹40 lakh (goods) | GST registration not mandatory | — |
| Exceeds threshold | GST registration mandatory | Monthly / Quarterly |
| Up to ₹5 crore | QRMP scheme available (quarterly GSTR-1 and GSTR-3B) | Quarterly |
| Exceeds ₹5 crore | Monthly filing mandatory; QRMP not available | Monthly |
| Exceeds ₹2 crore | GSTR-9 annual return mandatory | Annual |
| Exceeds ₹5 crore | GSTR-9C with CA certification mandatory (FY 2025–26 onwards) | Annual |
Important: IMS Action Required Every Month from April 2026
For all regular taxpayers, the IMS dashboard must be actioned every month. The recommended workflow is:
- Supplier uploads invoice in GSTR-1 → appears in your IMS within 24 hours
- Review and Accept eligible invoices; Reject or mark Pending others
- Accepted invoices auto-populate in GSTR-2B
- File GSTR-3B using the ITC reflected in GSTR-2B
Any ITC claimed on an invoice not accepted in IMS is at risk of reversal with 18% interest.
Complete Compliance Calendar — FY 2025–26 (April 2025 to March 2026, Filed in 2026)
April 2026 — Critical Month (FY Close + New FY Opens)
| Due Date | Compliance | Form / Action |
|---|---|---|
| 7 April 2026 | TDS deposit — March 2026 (salary) | Challan ITNS 281 |
| 11 April 2026 | GSTR-1 (monthly filers — March 2026) | GSTR-1 |
| 13 April 2026 | GSTR-1 for QRMP filers (Q4: Jan–Mar 2026) | GSTR-1 / IFF |
| 15 April 2026 | EPF and ESI challan deposit — March 2026 | PF / ESI Challan |
| 15 April 2026 | TDS / TCS return — Q4 FY 2025–26 | Form 24Q / 26Q / 27Q |
| 20 April 2026 | GSTR-3B (monthly filers — March 2026) | GSTR-3B |
| 22 April 2026 | GSTR-3B for QRMP (X category states — Q4) | GSTR-3B |
| 24 April 2026 | GSTR-3B for QRMP (Y category states — Q4) | GSTR-3B |
| 30 April 2026 | TDS deposit — March 2026 (non-salary) | Challan |
| 30 April 2026 | MSME-1 half-yearly return (Oct 2025 – Mar 2026) | MSME-1 |
| 30 April 2026 | Annual filing of LUT for exporters (FY 2026–27) | Form RFD-11 |
Key Deadlines for the Rest of FY 2025–26 Filings
| Month | Due Date | Compliance | Form |
|---|---|---|---|
| June 2026 | 30 June | Return of deposits (FY 2025–26) | DPT-3 |
| June 2026 | 30 June | GSTR-4 annual return (composition dealers) | GSTR-4 |
| July 2026 | 31 July | Advance tax Q1 FY 2026–27 | ITNS 280 |
| September 2026 | 30 September | AGM (last date for FY 2025–26) | — |
| September 2026 | 30 September | DIR-3 KYC for all directors | DIR-3 KYC |
| September 2026 | 30 September | Tax audit report (if applicable) | Form 3CA/3CB |
| October 2026 | 29 October | AOC-4 / AOC-4 XBRL (30 days post AGM) | AOC-4 |
| October 2026 | 31 October | Income tax return for companies | ITR-6 |
| October 2026 | 31 October | MSME-1 half-yearly (Apr–Sep 2026) | MSME-1 |
| November 2026 | 28 November | Annual return (60 days post AGM) | MGT-7 / MGT-7A |
| December 2026 | 31 December | GST annual return (FY 2025–26) | GSTR-9 |
| December 2026 | 31 December | GST reconciliation statement (if turnover > ₹5 Cr) | GSTR-9C |
| March 2027 | 31 March | CSR report (if applicable) | CSR-2 |
Penalties for Non-Compliance — Updated for 2026
| Violation | Penalty |
|---|---|
| Late filing of AOC-4 or MGT-7 | ₹100 per day per form —no upper cap |
| Non-filing of DPT-3 | Fine up to ₹1 crore or twice deposit amount |
| Non-holding of AGM | Up to ₹1 lakh + ₹5,000 per day for continuing default |
| DIR-3 KYC missed | DIN deactivated; ₹5,000 reactivation fee |
| No secretarial audit (if applicable) | ₹1 lakh + ₹500/day up to ₹5 lakh |
| GSTR-3B late filing | ₹50/day (₹20/day for nil returns); 18% interest on unpaid tax |
| GSTR-1 late filing | ₹50/day (₹20/day for nil returns), capped at ₹5,000 |
| ITC claimed on non-IMS-accepted invoice | Reversal + 18% interest per annum |
| GST returns unfiled for 3+ years | Return permanently blocked— cannot be filed at all |
| GSTR-9C not CA-certified (turnover > ₹5 Cr) | Treated as non-filing; attracts late fee of ₹200/day |
| Company fails to file returns for 2 consecutive years | ROC may initiate strike-off proceedings |
Critical reminder: Since July 2018, there is no upper limit on late fees for ROC filings under Section 403. A single form delayed by one full year costs ₹36,500 in late fees — and two forms delayed means ₹73,000 before professional fees.
Frequently Asked Questions — Updated April 2026
Q1. Is annual compliance mandatory if my private limited company has zero turnover in FY 2025–26?
Yes, absolutely. ROC compliances — AOC-4, MGT-7 or MGT-7A, AGM, board meetings, DPT-3, and DIR-3 KYC — are mandatory for every registered private limited company regardless of whether it made any revenue. There is no zero-turnover exemption unless the company has formally obtained dormant status under Section 455 of the Companies Act.
Q2. What changed for GST compliance from April 2026?
Three major changes: (a) IMS (Invoice Management System) is now mandatory — you must actively accept invoices in your dashboard or lose ITC; (b) GSTR-9C requires mandatory CA certification for businesses with turnover above ₹5 crore for FY 2025–26; (c) GST returns more than 3 years old are permanently locked — the filing window closes forever.
Q3. When is the AGM deadline for FY 2025–26?
For FY 2025–26 (ending 31 March 2026), the AGM must be held by 30 September 2026. Consequently, AOC-4 is due by 29 October 2026 and MGT-7/MGT-7A by 28 November 2026.
Q4. At what turnover does secretarial audit become mandatory?
Secretarial audit under Section 204 is mandatory when a private company’s turnover exceeds ₹100 crore or its paid-up share capital exceeds ₹10 crore. It must be conducted by a Practising Company Secretary and the report in Form MR-3 must be included in the Annual Report.
Q5. Is GSTR-9C mandatory for FY 2025–26?
Yes. GSTR-9C with mandatory CA certification is reinstated for FY 2025–26 for all businesses with aggregate annual turnover exceeding ₹5 crore. This certification was waived for FY 2022–23 and FY 2023–24 but is back from FY 2025–26 onwards, with the deadline of 31 December 2026.
Q6. What is the MSME-1 filing requirement and who needs to file it?
Companies that have outstanding payments due to MSME suppliers for more than 45 days must file Form MSME-1 twice a year. The April 2026 deadline covers payments outstanding from October 2025 to March 2026. Non-filing attracts a penalty of ₹20,000 on the company and daily fines on directors in default.
Q7. What is the IMS and how does it affect ITC claims from April 2026?
IMS (Invoice Management System) is a mandatory GST portal feature where your suppliers’ invoices appear for your review. From April 2026, you must explicitly accept each invoice — silence (not acting on an invoice) is treated as rejection. Only accepted invoices appear in your GSTR-2B and are eligible for Input Tax Credit in GSTR-3B. Claiming ITC on a non-accepted invoice triggers automatic reversal plus 18% interest.
Q8. Can I still file GST returns from 2022–23 that are pending?
You must act immediately. From April 2026, the GST portal permanently locks returns that are more than 3 years past their original due date. For example, March 2023 GSTR-1 (due 11 April 2023) can only be filed until 11 April 2026. After that, the return cannot be filed at all, leaving you permanently non-compliant for that period.
Q9. What is the penalty for missing the DIR-3 KYC deadline?
If a director misses the 30 September 2026 DIR-3 KYC deadline, their DIN is immediately deactivated by the MCA. The company cannot file any form with the MCA until the DIN is restored by filing DIR-3 KYC with a late fee of ₹5,000 per director. This can block your ROC filings entirely if left unresolved.
Q10. How much does annual compliance cost for a private limited company in FY 2025–26?
For a small private limited company (turnover below ₹20 crore), the all-in annual compliance cost typically ranges from ₹20,000 to ₹50,000, covering statutory audit, AOC-4, MGT-7A, ITR-6, GST annual return, and director KYC. Companies above ₹5 crore turnover should budget additionally for GSTR-9C CA certification, and companies above ₹100 crore for secretarial audit fees.
Summary — Compliance Requirements by Turnover Slab (FY 2025–26)
| Company Profile | Core Compliances | Additional Obligations |
|---|---|---|
| Zero / dormant | AGM, AOC-4, MGT-7A, ITR-6, DPT-3, DIR-3 KYC, Audit | Nil additional |
| Up to ₹20 crore | All above + GST (if registered) + MSME-1 | MGT-7A (simplified) |
| ₹20–₹100 crore | All above | MGT-7 full form; enhanced Board Report |
| ₹5–₹100 crore (GST) | All above | Monthly GST filing; GSTR-9C with CA cert |
| ₹100–₹200 crore | All above | Secretarial Audit — Form MR-3 |
| ₹200 crore+ | All above | XBRL filing — AOC-4 XBRL |
| Net profit ₹5 Cr+ or turnover ₹1,000 Cr+ | All above | CSR spending + Form CSR-2 |
Need Help with FY 2025–26 Annual Compliance?
At eAuditor Office, we manage end-to-end annual compliance for private limited companies — from zero-turnover startups filing their first annual return to growing businesses navigating secretarial audits and XBRL filing.
Our FY 2025–26 compliance package covers:
- Statutory audit by a Practising CA
- ROC filings — AOC-4, MGT-7 / MGT-7A, DPT-3, MSME-1
- Income tax return — ITR-6
- GST annual return — GSTR-9 and GSTR-9C (with CA certification)
- Director KYC — DIR-3 KYC
- IMS advisory and monthly GST filing support
- Secretarial audit referral (for applicable companies)
Get a free compliance consultation → Contact eAuditor Office
This article is updated as of April 2026 and reflects requirements under the Companies Act, 2013, GST law, and Income Tax Act as currently notified. Compliance deadlines are subject to change via MCA / GSTN circulars. Always verify current deadlines with a qualified Chartered Accountant or on official portals (mca.gov.in, gst.gov.in, incometax.gov.in) before filing.
