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Dear Reader,
The Company Secretary Team at UJA is pleased to present a comprehensive overview of the key regulatory developments relevant to the annual filing of companies for FY 2025-26, with a specific focus on the Companies Act, 2013 and the Foreign Exchange Management Act, 1999 (FEMA), along with the amendments and regulatory changes applicable up to the date of this article.
This article aims to provide a practical understanding of the key changes that companies and compliance professionals should consider while undertaking their annual filing, including the revised thresholds for small companies, changes in Director KYC requirements, MCA V3 filing requirements, ROC jurisdiction changes, beneficial ownership and shareholding disclosures, and FEMA-related reporting and reconciliation requirements.
Through this write-up, we seek to highlight the areas that require particular attention from a Secretarial perspective while finalising annual returns and financial statement filings. Annual filing is not merely a statutory filing exercise; it requires reconciliation of the company’s statutory records, financial information, ownership structure, management particulars and applicable regulatory compliances to ensure that the information reported to the Registrar is complete, accurate and up to date.
We hope you find this article informative and useful in understanding the key compliance considerations for the FY 2025-26 annual filing cycle and in strengthening the company’s annual compliance process.
For feedback or topic suggestions, please write to us at cs@uja.in.
Our annual compliance update 2026 explains what companies must review before annual return filing in India for FY 2025-26. From the revised small company thresholds and abridged Director KYC to MCA V3 filing, new ROC jurisdictions and FEMA reporting, the annual filing requirements India companies face now demand closer reconciliation of records. This blog covers MCA annual compliance, the Companies Act annual return and ROC annual filing requirements, so your corporate compliance India 2026 plan is accurate and on time.
Annual filing is not merely a year-end formality. For a Company Secretary, it is the point at which the company’s statutory records, financial statements, shareholding, management details and applicable regulatory disclosures are brought together and reported to the Registrar.
For the FY 2025-26 annual filing cycle, certain developments under the Companies Act, 2013 and FEMA, 1999 require particular attention. The following are the key areas that should be considered before finalising the annual compliance of a company.
One of the most relevant changes for the 2026 annual filing cycle is the revised definition of a small company.
With effect from 1st December 2025, the prescribed thresholds were increased to:
subject to the exclusions and other conditions prescribed under Section 2(85) of the Companies Act, 2013.
This classification has a direct compliance impact. A company qualifying as a small company may be eligible for certain relaxations under the Act, including in relation to its annual return and financial statements.
CS Check: Before preparing MGT-7/MGT-7A and AOC-4, the company’s status should be reassessed based on the applicable financial and statutory parameters rather than simply carrying forward the previous year’s classification.
The annual return remains one of the most important statutory filings under Section 92.
While preparing MGT-7 or MGT-7A, the Secretarial team should verify that the particulars reported in the annual return reconcile with the company’s statutory records, including:
The expanded small-company threshold makes entity classification an important preliminary check before selecting the applicable annual return form.
A significant compliance change introduced at the end of 2025 became effective from 31 March 2026.
The annual KYC requirement under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014 has been replaced with an abridged KYC intimation once every three years, subject to the applicable conditions.
Accordingly, the Secretarial team should not automatically treat DIR-3 KYC as an annual filing for every director while preparing the FY 2025-26 compliance checklist.
However, this should not be confused with the requirement to keep director particulars updated. Changes in particulars continue to require appropriate action.
CS Check: Review the last KYC filing/update of each DIN holder and determine whether a filing is actually due instead of applying a blanket annual-KYC approach.
The complete set of company forms, including 13 annual filing forms and six audit/cost-audit forms, was migrated to MCA V3 in 2025.
For the FY 2025-26 filing cycle, this makes V3 readiness an important practical compliance consideration.
The company should ensure that:
For XBRL filings, MCA also introduced a new XBRL validation environment and schema on the V3 portal, with the revised validation tool released for applicable taxonomies.
CS Perspective: Prefilled data should never be treated as automatically correct. The responsibility remains with the company and the professional certifying the filing to ensure that the information submitted is accurate.
A significant administrative change took effect in February 2026 with the reorganisation of several ROC jurisdictions.
MCA specifically advised stakeholders that companies and LLPs mapped to the earlier ROC Delhi, Kanpur, Mumbai and Kolkata jurisdictions would be redistributed among the newly established ROC jurisdictions based on location and PIN code.
Therefore, before filing annual forms or making other ROC applications, the Secretarial team should verify the current ROC mapping in MCA master data.
This is particularly relevant where the company has recently changed its registered office or where an application/filing is being made to a particular ROC.
Annual filing should also be used as an opportunity to review whether the company’s shareholding information remains consistent with its statutory records.
Particular attention should be given to:
This reconciliation is particularly important for companies with foreign shareholders, layered ownership structures or nominee arrangements.
The annual return should reflect the company’s actual position and should not simply be prepared by carrying forward the previous year’s data.
For companies having foreign investment or overseas investment, annual compliance should not stop with MCA filings.
Under FEMA, the Annual Return on Foreign Liabilities and Assets (FLA Return) is required from eligible Indian companies having foreign assets and/or liabilities arising from foreign direct investment or overseas investment. RBI specifies 15th July as the annual due date.
The FLA Return is separate from the MCA annual return and should therefore be tracked independently.
For FY 2025-26, companies should reconcile:
FEMA saw several important regulatory changes during 2026, including new or amended regulations concerning export and import of goods and services, guarantees, borrowing and lending, cross-border mergers and reporting of non-debt instruments.
While these changes do not themselves alter the MCA annual return format, they can affect the underlying transactions and records that a company should reconcile before signing off its annual compliance.
For companies with foreign shareholders or cross-border transactions, the Secretarial team should therefore verify that the statutory records and FEMA reporting position are consistent.
For the FY 2025-26 cycle, the annual compliance update 2026 highlights five changes: a higher small company threshold (paid-up share capital up to ₹10 crore and turnover up to ₹100 crore, effective 1 December 2025), abridged Director KYC once every three years from 31 March 2026, MCA V3 as the main filing platform, new ROC jurisdictions from February 2026, and closer FEMA reconciliation. Together, they make corporate compliance India 2026 more data-driven, where the quality of information matters as much as timeliness.
Every company must file its financial statements (Form AOC-4) and its Companies Act annual return under Section 92 (Form MGT-7, or MGT-7A for small companies and One Person Companies). Generally, AOC-4 is due within 30 days and MGT-7 within 60 days of the AGM. These ROC annual filing requirements sit alongside event-based filings, so confirm the exact dates for your company on the MCA portal.
From 1 December 2025, a small company can have paid-up share capital of up to ₹10 crore and turnover of up to ₹100 crore, subject to the exclusions in Section 2(85) of the Companies Act, 2013. A company that now qualifies may get relaxations in its annual return and financial statements and may use MGT-7A. Reassess the status afresh each year instead of carrying forward last year’s classification.
Four checks matter most. First, Director KYC is no longer annual, so review each DIN holder’s last filing to see whether one is due. Second, confirm MCA V3 readiness: Business Users registered, DSCs associated, master data verified and prefilled data checked. Third, verify the current ROC mapping in MCA master data, as several ROC jurisdictions were reorganised in February 2026. Fourth, reconcile beneficial ownership and shareholding records, including MGT-6 and BEN-2 where applicable.
MCA filings are not the end of annual compliance for companies with foreign investment. Eligible companies must also file the Annual Return on Foreign Liabilities and Assets (FLA Return) with RBI, due on 15 July, which is separate from the MCA annual return. For example, consider an Indian auto-components manufacturer with a European parent (an illustrative case). Before signing off annual compliance, it should reconcile foreign shareholding as at 31 March 2026, foreign investment received during the year, and the FEMA reporting already made through its authorised dealer bank.
The FY 2025-26 annual filing cycle calls for more than a form-by-form approach. The classification of the company, accuracy of statutory records, beneficial ownership, director particulars, MCA V3 requirements and FEMA position should all be reviewed before the annual forms are certified and filed.
The role of the Company Secretary at this stage is therefore not limited to ensuring that forms are filed within time. It is to ensure that the information being filed is complete, consistent with the company’s records and reflective of the company’s actual legal and financial position as at the relevant date.
As annual filing moves further into a digital and data-driven compliance environment, quality of information is becoming as important as timeliness of filing.
Annual filing is smoother when your records, MCA V3 profile and FEMA position are reviewed before the forms are certified. UJA Global Advisory’s Company Secretarial team supports companies with annual filings, ROC compliance and FEMA-related reporting. Explore our Company Secretarial Services or write to us at cs@uja.in.
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