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Public Limited Companies in India face the strictest annual compliance under the Companies Act 2013. Core filings include AOC-4 (within 30 days of AGM), MGT-7 (within 60 days), mandatory XBRL for companies with Rs. 5 crore+ paid-up capital or Rs. 100 crore+ turnover, secretarial audit (MR-3), and CSR reporting if thresholds are met.

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Public Limited Company

Public Limited Company Annual Compliance: ROC Filings, XBRL, Secretarial Audit and CSR for FY 2025-26

By Tradeviser Editorial • Updated October 2026 • 11 min read

A Public Limited Company bears the heaviest annual compliance burden of all Indian business structures. Unlike Private Limited Companies, it cannot claim exemptions on independent director requirements, secretarial audit, or MGT-14 Board Resolution filings. Add XBRL financial reporting for larger companies, mandatory CSR for those crossing profit/turnover thresholds, and Audit Committee obligations, and the annual compliance calendar can span 20+ distinct filings.

This guide maps every annual compliance requirement for a Public Limited Company (unlisted unless specified) under the Companies Act 2013 for FY 2025-26, with exact due dates.

Scope note: This guide covers unlisted Public Limited Companies. Listed companies additionally have SEBI LODR obligations (quarterly results, half-yearly filings, related-party transaction approvals, etc.) that are beyond the scope of this article.

Key Takeaways

  • AOC-4 (financial statements) due 30 days after AGM; MGT-7 due 60 days after AGM
  • XBRL filing mandatory if paid-up capital Rs. 5 crore+ or turnover Rs. 100 crore+
  • Secretarial Audit (MR-3) is mandatory for every Public Limited Company
  • Independent directors: at least 1/3rd of total board strength required
  • MGT-14 must be filed within 30 days of Board Resolutions under Section 179(3)
  • CSR Committee mandatory if net worth Rs. 500Cr+ OR turnover Rs. 1,000Cr+ OR net profit Rs. 5Cr+

What are the core ROC filings required for Public Limited Companies?

The AGM of a Public Limited Company must be held within 6 months of the financial year end, i.e., by 30 September 2026 for FY 2025-26. All core ROC filings flow from the AGM date.

Form Purpose Due Date (FY 2025-26) Late Fee
AOC-4Financial statements (or AOC-4 XBRL if applicable)Within 30 days of AGM (by 30 October 2026 if AGM on 30 Sep)Rs. 100/day
MGT-7Annual ReturnWithin 60 days of AGM (by 29 November 2026)Rs. 100/day
ADT-1Auditor appointment/reappointmentWithin 15 days of AGMRs. 100/day
AOC-4 CFSConsolidated financial statements (if subsidiaries exist)Within 30 days of AGMRs. 100/day
MGT-7AAnnual return (for OPCs and Small Companies only, not Public Limited)N/A: Public Limited must file MGT-7N/A
MGT-7 vs MGT-7A: Public Limited Companies must always file MGT-7 (the full Annual Return). MGT-7A is only available for OPCs and Small Companies. A public company cannot use MGT-7A even if its paid-up capital is small.

Which Public Limited Companies must file in XBRL format?

XBRL (eXtensible Business Reporting Language) is a structured data format for financial statements. Companies required to file in XBRL submit AOC-4 XBRL instead of the regular AOC-4.

Company Type XBRL Required?
Listed companies (any size)Yes
Unlisted Public Limited: paid-up capital Rs. 5 crore or moreYes
Unlisted Public Limited: turnover Rs. 100 crore or moreYes
Unlisted Public Limited: below both thresholdsNo: regular AOC-4
Banking/Insurance/Power Sector companiesGoverned by separate sector regulators; XBRL rules may differ

XBRL filing requires tagging every line item in the financial statements with the correct XBRL taxonomy (MCA India Taxonomy). Companies typically engage a XBRL conversion service provider for this. The XBRL instance document is uploaded through the MCA portal as an attachment to AOC-4 XBRL.

Is secretarial audit (MR-3) mandatory for Public Limited Companies?

Secretarial Audit is conducted by a Practising Company Secretary (PCS) and covers compliance with all applicable laws: Companies Act, SEBI regulations, FEMA, labour laws, and sector-specific statutes.

  • Applicability: Every Public Limited Company (Section 204)
  • Form: MR-3 (Secretarial Audit Report), annexed to the Board’s Report
  • Auditor: Only a Practising Company Secretary (not a Chartered Accountant)
  • Timing: Completed before the Board’s Report is finalised (before AGM)

MGT-14 is a separate form filed within 30 days of passing Board Resolutions under Section 179(3) and special resolutions at General Meetings. Public Limited Companies must file MGT-14 for:

  • Borrowing decisions beyond paid-up capital + free reserves
  • Investments beyond the limits in Section 186
  • Granting loans and guarantees
  • Authorising the sale, lease or disposal of undertaking
  • Any Special Resolution passed at an EGM or AGM

What are the independent director requirements for Public Limited Companies?

Requirement Rule
Independent Directors (minimum)At least 1/3rd of total board strength (Section 149(4))
Independent Director term5 consecutive years; one renewal for 5 more years (max 10 years total); 3-year cooling off before re-appointment
Woman directorAt least one woman director mandatory for Public Limited Companies with paid-up capital Rs. 100 crore+ or turnover Rs. 300 crore+ (Rule 3 of Companies Appointment and Qualification of Directors Rules 2014)
Audit CommitteeMandatory if paid-up capital Rs. 10 crore+ OR turnover Rs. 100 crore+ OR outstanding loans Rs. 50 crore+ (Section 177); minimum 3 directors, majority independent
Nomination and Remuneration CommitteeSame thresholds as Audit Committee (Section 178); at least 3 directors, majority independent
Board meetings per yearMinimum 4 Board meetings per calendar year; gap between meetings must not exceed 120 days

When must a Public Limited Company comply with CSR requirements?

Corporate Social Responsibility (CSR) under Section 135 applies when the company meets any one of the following triggers in any of the three preceding financial years:

  • Net worth: Rs. 500 crore or more
  • Turnover: Rs. 1,000 crore or more
  • Net profit: Rs. 5 crore or more

Such companies must constitute a CSR Committee (minimum 3 directors, including one independent), spend at least 2% of average net profits of the three immediately preceding financial years on CSR activities listed in Schedule VII, and file Form CSR-2 (Annual Report on CSR activities) with the ROC. CSR-2 is filed separately as an addendum to the Annual Report.

Unspent CSR amounts must be transferred within 30 days of the financial year end to a specified fund (PM Relief Fund, etc.) or to an unspent CSR account and utilized within 3 years for ongoing projects.

Other filings: DPT-3, MSME-1, DIR-3 KYC

  • DPT-3: Annual return of deposits and/or outstanding unsecured loans. Due 30 June 2026 for FY 2025-26. Mandatory for all companies with outstanding loans not treated as deposits.
  • MSME-1: Half-yearly return for payments overdue beyond 45 days to MSME suppliers. Due 30 April (Oct-Mar) and 31 October (Apr-Sep) every year.
  • DIR-3 KYC: Annual KYC for all directors. Due 30 September 2026.
  • BEN-2 and BEN-1: Significant Beneficial Owner declarations. Filed when there is a change; not strictly annual but must be reviewed annually for accuracy.

Annual compliance checklist for Public Limited Companies

Filing / Task Due Date (FY 2025-26)
MSME-1 (H2: Oct-Mar 2026)30 April 2026
DPT-3 (outstanding deposits/loans)30 June 2026
MGT-14 (Board resolutions under Sec 179(3))Within 30 days of each resolution
Annual General MeetingBy 30 September 2026
DIR-3 KYC (all directors)30 September 2026
ADT-1 (auditor appointment)Within 15 days of AGM
AOC-4 / AOC-4 XBRL (financial statements)Within 30 days of AGM (by 30 October)
AOC-4 CFS (consolidated, if applicable)Within 30 days of AGM
MGT-7 (Annual Return)Within 60 days of AGM (by 29 November)
CSR-2 (CSR Annual Report, if applicable)With or before AOC-4 filing
ITR-6 (income tax return)31 October 2026
MSME-1 (H1: Apr-Sep 2026)31 October 2026
GSTR-9 (GST Annual Return, if applicable)31 December 2026

Public Limited Company Compliance Support

Tradeviser manages the full annual compliance calendar for Public Limited Companies: ROC filings, XBRL conversion, secretarial audit coordination, CSR reporting, and income tax return, so your leadership team focuses on growth.

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Frequently Asked Questions

Is XBRL filing mandatory for all Public Limited Companies?

Yes, if paid-up capital is Rs. 5 crore or more OR turnover is Rs. 100 crore or more (or if listed). Companies below both thresholds file the standard AOC-4.

Is secretarial audit (MR-3) mandatory?

Yes, for every Public Limited Company regardless of size. Conducted by a Practising Company Secretary and annexed to the Board’s Report.

When is CSR mandatory?

When the company meets any one of: net worth Rs. 500 crore+, OR turnover Rs. 1,000 crore+, OR net profit Rs. 5 crore+. Spend 2% of average 3-year net profits; file CSR-2 annually.

When must MGT-14 be filed?

Within 30 days of passing a Board Resolution under Section 179(3) (borrowing, investment, loans, etc.) or any Special Resolution. Public Limited Companies are not exempt from MGT-14 for Section 179(3) resolutions.

Are independent directors mandatory?

Yes. Minimum 1/3rd of total board strength. Term is 5 years, renewable once for 5 more years (max 10). An Audit Committee is mandatory if paid-up capital Rs. 10 crore+ or turnover Rs. 100 crore+ or loans Rs. 50 crore+.

Need help with Public Limited Company Annual Compliance: ROC Filings, XBRL, Secretarial Audit and CSR for FY 2025-26? Tradeviser can guide you through the process — message us on WhatsApp at +91 7008804070.