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Annual Compliance for Pvt Ltd Company FY 2025-26
Complete guide to filing all statutory documents, deadlines, and requirements for private limited companies in India. Expert CA support available online.
Updated for FY 2025-26 (Year ending 31st March 2026)Critical Compliance Deadlines for FY 2025-26
Mark these statutory due dates on your calendar — missing them attracts daily penalties under the Companies Act, 2013 and the CGST Act.
Annual Financial Statements
Balance Sheet and P&L Statement must be filed with the Registrar of Companies (ROC).
📌 Deadline: 30th June 2026Director Report (Form MGT-7)
Annual Report containing Directors' Report, MD&A, and Corporate Governance Statement.
📌 Deadline: 30th May 2026Secretarial Audit Report (Form MR-3)
Compliance certificate by Company Secretary in Practice — if turnover exceeds Rs.100 crore or paid-up capital exceeds Rs.5 crore.
📌 Deadline: 30th May 2026GST Annual Return (GSTR-9)
Annual reconciliation of GST filings with audited financial statements — for GST registered companies.
📌 Deadline: 31st December 2026Audit Report Filing
Statutory Auditor's Report with CARO 2023 compliance certification.
📌 Deadline: 30th June 2026Consolidated Accounts (Form AOC-4 CFS)
Mandatory if company has subsidiaries — shows group-wide financial position.
📌 Deadline: 30th June 2026
8 Core Annual Compliance Requirements for FY 2025-26
Every private limited company must complete these eight statutory tasks to remain in good standing with the MCA, Income Tax Department, and GST authorities.
Financial Statement Preparation
Prepare Balance Sheet as on 31st March 2026 and Profit & Loss Statement for FY 2025-26 as per Companies Act Schedule III format. Include detailed notes to accounts, contingent liabilities, and accounting policy disclosures.
Statutory Audit under CARO 2023
Appoint qualified Chartered Accountant auditor. CARO 2023 mandates specific reporting on Property, Plant & Equipment, bank reconciliation, inventory, receivables, tax compliance, and related party transactions.
Board Approval & Director Resolutions
Board meeting to approve audited financial statements, appointment of auditors, and director report. All Directors must be present or given notice. Minutes signed with company seal and filed with ROC.
Secretarial Audit (if applicable)
Mandatory if paid-up capital exceeds Rs.5 crore, turnover exceeds Rs.100 crore, borrowings exceed Rs.25 crore, or company is a subsidiary. Must be conducted by practicing Company Secretary (CSP).
GST Compliance & GSTR-9
Reconcile quarterly GSTR-3B filings with annual financial statements. File GSTR-9 by 31st December 2026 to protect Input Tax Credit (ITC) and avoid GST penalties.
ROC Filing & DIN Verification
File all financial statements on MCA e-filing portal using Director Identification Number (DIN). Upload Balance Sheet, Profit & Loss, Audit Report, and Director Report within 30 days of financial year-end.
Consolidated Accounts (if subsidiary exists)
If company has subsidiaries or is part of a group, prepare and file Form AOC-4 (Consolidated Financial Statements) along with Form AOC-4 CFS showing group-wide financials by 30th June 2026.
Income Tax & Transfer Pricing
If applicable, file annual IT return (ITR) and transfer pricing documentation for transactions with related parties exceeding prescribed thresholds. Due date: 30th November 2025 for transfer pricing report.
Annual Compliance Document Checklist for FY 2025-26
Keep these documents ready before approaching your Chartered Accountant or Company Secretary for FY 2025-26 annual filings.
Audited Balance Sheet — as on 31st March 2026 with notes to accounts showing assets, liabilities, and equity breakup
Audited Profit & Loss Statement — for FY 2025-26 with revenue, expenses, depreciation, tax, and profit/loss details
Audit Report — Chartered Accountant's report with CARO 2023 compliance certification and any qualifications
Director Report (Form MGT-7) — covering business activities, financial performance, dividend recommendations, board meetings, and governance disclosures
Board Minutes & Resolutions — signed minutes of Board meeting approving financial statements with all Directors' attendance noted
Secretarial Audit Report (Form MR-3) — if company qualifies. CSP certification required for compliance verification.
GSTR-9 Filing — Annual GST return reconciling quarterly filings with financial statements. Required by 31st December 2026.
Consolidated Financial Statements (Form AOC-4 CFS) — if company has subsidiaries or is part of a group with elimination entries.
Transfer Pricing Documentation — if related party transactions exceed Rs.1 crore. Includes benchmarking study and contemporaneous documentation.
Tax Audit Report (Form 3CA/3CG) — if turnover exceeds applicable threshold. Chartered Accountant certification of tax compliance.
Fixed Asset Register & Depreciation Schedules — detailed schedule of all property, plant, equipment with gross block and accumulated depreciation
Bank & Cash Certificate — reconciliation of bank accounts as on 31st March 2026 with auditor certification
Shareholding Pattern & Register of Members — list of shareholders showing promoters, institutional investors, and public shareholding
Related Party Transactions Disclosure — list of all transactions with related parties showing nature, value, and approvals obtained
Director Identification Number (DIN) & CIN Certification — certifying all Directors hold valid DINs and company has valid Corporate Identification Number
Frequently Asked Questions on Annual Compliance for Pvt Ltd Companies
Quick answers to the most common questions founders and directors ask about FY 2025-26 annual ROC and GST compliance.
Private limited companies must comply with multiple statutory requirements for FY 2025-26: filing audited financial statements by 30th June 2026, obtaining Board approval for Annual Report (Form MGT-7) by 30th May 2026, conducting Secretarial Audit if required (turnover exceeding Rs.100 crore, paid-up capital exceeds Rs.5 crore, or subsidiary status), ensuring Statutory Audit compliance under CARO 2023, filing consolidated accounts if subsidiaries exist, filing GSTR-9 by 31st December 2026 for GST registered companies, filing tax audit reports if applicable, and obtaining DIN verification of all directors. Non-compliance attracts penalties ranging from Rs.100 per day to Rs.10 lakh depending on the requirement and duration of default.
The statutory deadline for filing audited Balance Sheet and Profit & Loss Statement with the Registrar of Companies (ROC) for FY 2025-26 is 30th June 2026 (30 days after the financial year ends on 31st March 2026). Financial statements must be prepared in the format prescribed under Schedule III of Companies Act, 2013, include detailed notes to accounts, and be signed by Directors and Company Secretary with company seal. Failure to file by 30th June 2026 attracts a penalty of Rs.100 per day of delay, maximum Rs.10 lakh under Section 137 of Companies Act. Additionally, late filing may trigger Director liability and adverse impression during statutory audits or regulatory inspections.
Secretarial Audit is mandatory if your Pvt Ltd company meets ANY of the following criteria: (1) Paid-up capital exceeds Rs.5 crore, (2) Annual turnover exceeds Rs.100 crore, (3) Outstanding loans and borrowings exceed Rs.25 crore, or (4) Company is a subsidiary of another entity. If mandated, the Secretarial Audit must be conducted by a Company Secretary in Practice (CSP) with minimum 10 years of practice experience. The Secretarial Audit Report (Form MR-3) must be filed within 60 days from the end of the financial year (by 30th May 2026 for FY 2025-26). Late filing or non-filing attracts penalties under Section 204 of Companies Act, ranging from Rs.50,000 to Rs.5 lakh. The audit certifies compliance with statutory requirements, governance norms, and Secretarial Standards.
Essential documents for annual compliance filing include: (1) Audited Financial Statements — Balance Sheet and P&L per Schedule III, (2) Audit Report with notes on CARO 2023 compliance, (3) Director Report (Form MGT-7) with Board signatures and company seal, (4) Secretarial Audit Report (Form MR-3) if required, (5) Board Minutes & Resolutions approving financial statements, (6) DIN and CIN certifications, (7) GSTR-9 filing proof for GST registered companies, (8) Consolidated Accounts (Form AOC-4 CFS) if company has subsidiaries, (9) Transfer Pricing Documentation if related party transactions exceed Rs.1 crore, (10) Tax Audit Report (Form 3CA/3CG) if applicable, (11) Bank and Cash Certificates reconciled with financial statements, (12) Fixed Asset Register with depreciation schedules, (13) List of shareholders and shareholding pattern, (14) Related party transactions disclosure, (15) Insurance and compliance certificates. All documents must be on company letterhead, properly signed, and company seal affixed where required.
Penalties for late filing of annual compliance documents are substantial and can expose Directors to personal liability: (1) Financial Statements after 30th June 2026 (Section 137) — Rs.100 per day of delay, maximum Rs.10 lakh for private companies. (2) Director Report (Form MGT-7) late filing — Rs.100 per day, maximum Rs.5 lakh. (3) Audit Report filing — Rs.100 per day. (4) Secretarial Audit Report (Form MR-3) after 30th May 2026 (Section 204) — Rs.50,000 to Rs.5 lakh depending on default period. (5) GSTR-9 non-filing — Loss of ITC and GST penalties of Rs.100 per day up to Rs.25,000. (6) Consolidated Accounts (Form AOC-4 CFS) late filing — Rs.100 per day, maximum Rs.5 lakh. Both the company and its Directors are jointly liable for these penalties. Additionally, late filing may trigger regulatory scrutiny, audit inspections, and negative impact on credit ratings and loan applications.
Form MGT-7 (Annual Report) is a statutory document under Companies Rules, 2014 containing: (1) Directors' Report — covering business summary, key initiatives, performance, and director information, (2) Management Discussion & Analysis (MD&A) — explaining financial performance, market conditions, and future outlook, (3) Corporate Governance Report — Board composition, committee details, and audit committee information, (4) Business Responsibility and Sustainability Reporting (BRSR) — if company meets threshold criteria, (5) Board meetings held — number and dates during FY 2025-26. Form MGT-7 must be filed within 60 days from the end of the financial year (by 30th May 2026 for FY 2025-26) along with audited financial statements. It must be signed by at least two Directors (or sole Director if company has only one) and the Company Secretary, with company seal affixed. All mandatory disclosures under Companies Rules must be included.
CARO (Companies Auditor's Report Order) 2023 is a regulatory order that prescribes specific matters auditors must report on in their audit reports. For Pvt Ltd companies with turnover exceeding Rs.2 crore or total assets exceeding Rs.2 crore during FY 2025-26, auditors must now specifically report on: (1) Property, Plant & Equipment (PP&E) — physical verification status and discrepancies, (2) Bank and Cash transactions — reconciliation and verification of balance sheet amounts, (3) Inventory Management — valuation methods, obsolescence, and physical verification, (4) Trade Receivables and Loans — provision for doubtful debts and loan classification, (5) Statutory Compliance — adherence to labor laws, GST, Income Tax, and other statutes, (6) Fraud and Whistleblower Complaints — reporting of any detected frauds, (7) Related Party Transactions — disclosure and approval mechanism, (8) Subsequent Events — events after balance sheet date affecting financial statements. CARO compliance is mandatory and failure to report as per CARO exposes the company and auditors to penalties under Section 447 of Companies Act.
For GST registered private limited companies, GSTR-9 (Annual Return) must be filed by 31st December 2026 for FY 2025-26 ending 31st March 2026. GSTR-9 reconciles all quarterly GSTR-3B filings with the audited financial statements and serves as proof of annual GST compliance. Failure to file GSTR-9 on time attracts: (1) Blocking of ITC (Input Tax Credit) — cannot claim or refund credit if GSTR-9 is not filed, (2) Penalty under Section 125 of CGST Act — Rs.100 per day of delay, maximum Rs.25,000, (3) Blocking of e-invoice generation for future transactions, (4) Compliance notice and audit risk. Timely filing of GSTR-9 is critical to protect ITC eligibility and avoid cascading penalties that impact cash flow and future GST Filings.
Yes, the Ministry of Corporate Affairs (MCA) may grant extensions for filing annual compliance documents in cases of unforeseen circumstances. Extensions have been granted in the past due to: (1) Technical issues on MCA e-filing portal, (2) Natural calamities or disasters, (3) Pandemic or public health emergencies, (4) Government-wide compliance holidays. However, extensions are NOT guaranteed and should never be relied upon for planning. The Government issues extension notifications through official circulars (e.g., "General Circular 01/2024"). Companies should always aim to complete and file all documents well before statutory deadlines to avoid last-minute complications. Seeking approval from the Board of Directors for any extension request (if eligible) and maintaining proper documentation strengthens the company's position during regulatory inspections or audits. Proactive compliance management is the best strategy.
Yes. setupfiling.in provides comprehensive, end-to-end CA-assisted annual compliance services for private limited companies across India — entirely online. Our experienced CA team: (1) Reviews all financial records and ensures accurate financial statement preparation per Schedule III, (2) Conducts audit coordination with your statutory auditors and ensures CARO 2023 compliance, (3) Prepares Director Report (Form MGT-7) with all mandatory disclosures, (4) Manages Secretarial Audit if your company qualifies (paid-up capital exceeds Rs.5 crore, turnover exceeds Rs.100 crore, or subsidiary), (5) Handles GST reconciliation and GSTR-9 filing to protect your ITC eligibility, (6) Files consolidated accounts (Form AOC-4 CFS) if company has subsidiaries, (7) Manages transfer pricing documentation for related party transactions, (8) Ensures ROC filing of all documents within statutory deadlines with DIN verification. We handle all filing complexities — you focus on business. Contact Us at +91 9818209246 or WhatsApp us to get started.
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