Companies Act 2013: key amendments in 2025 — what every company must know now

The Ministry of Corporate Affairs issued a run of significant amendments through 2025 — a long-awaited increase in the small company financial thresholds, the compulsory migration of thirty-eight statutory e-forms from the legacy V2 portal to MCA21 V3, and enhanced mandatory disclosures in the Board Report covering workplace compliance. Each of these changes affects how annual compliance calendars are structured, how filing teams prepare submissions, and what a Company Secretary has to check before a form can even be started.

For private limited companies the most immediately useful change is the revised small company definition. Thousands of growth-stage startups and MSMEs that had crossed the earlier limits, and had therefore moved onto the fuller compliance regime, can now potentially re-qualify as small companies and return to the lighter track. The consequences run through mandatory dematerialisation, the number of board meetings required, auditor rotation, and which annual return form is filed.

This guide covers every significant amendment from 2025 — what changed, the notification reference, when it took effect, and the practical action it creates. A full reference table and a before-and-after filing calendar sit further down.

Amendment 1 — small company threshold more than doubled

The single most consequential change of 2025 for private limited companies is the enhanced small company threshold, notified through G.S.R. 880(E) dated 1 December 2025 — the Companies (Specification of Definition Details) Amendment Rules, 2025, which substituted clause (t) of Rule 2(1) of the 2014 Rules. The amendment took effect from the date of publication in the Official Gazette.

A company now qualifies as a small company under Section 2(85) if it satisfies both conditions at once:

• Paid-up share capital not exceeding ₹10 crore, up from ₹4 crore
• Turnover, as per the most recent audited profit and loss account, not exceeding ₹100 crore, up from ₹40 crore

The conjunctive test is unchanged. A company with ₹8 crore of paid-up capital but ₹120 crore of turnover is not a small company — it fails on turnover, and the capital position is irrelevant.

Who is excluded even when the thresholds are met

Meeting the financial tests is not sufficient. The following can never be small companies:

• Holding companies — a company that is the holding company of any other company is excluded regardless of its own size
• Subsidiary companies — a subsidiary of any other company is excluded
• Section 8 companies — companies formed for charitable or not-for-profit objects
• Public companies, and banking, insurance and other specified entities excluded by the Act itself

What small company status is actually worth

The value of the classification lies in the relaxations attached to it. A company newly qualifying under the raised thresholds can access:

• Board meetings — a minimum of two per financial year instead of four, with the gap between them not exceeding ninety days
• Annual return — MGT-7A, the abridged form for small companies and OPCs, instead of the full MGT-7
• Cash flow statement — not required as part of the financial statements
• Auditor rotation — the rotation requirement under Section 139 does not apply
• Mandatory dematerialisation under Rule 9B — small companies are outside the demat requirement that applies to other private companies, so a company that re-qualifies may fall back out of scope
• Reduced internal financial control reporting for directors

Secretarial audit under Section 204 is a separate test entirely — it applies to listed companies and to public companies above prescribed capital or turnover thresholds, so a private small company was never within it.

Amendment 2 — the V3 portal, 38 e-forms migrated and V2 permanently closed

The second structural change of 2025 was the migration of the final set of thirty-eight statutory e-forms from the legacy MCA21 V2 portal to V3, live from 14 July 2025. The V2 portal was permanently disabled on 18 June 2025. Of those thirty-eight forms, roughly a third relate to annual filing of financial statements and annual returns, six relate to auditors and cost auditors, and the balance are other company forms.

This was not a change of address. It changed how forms are filled, what they contain, and the order in which they must be submitted.

What actually changed

• Web-based filing. Forms are no longer downloadable PDFs filled offline. They are completed in the browser on V3, with partial saves supported. Some forms also offer an offline Excel route for bulk data.
• Class 3 DSC is mandatory. Class 2 certificates are not accepted. Every director, CS and CA who signs must hold a Class 3 DSC registered on V3.
• V3 Business User accounts are required. V2 user IDs do not carry over. Anyone needing portal access must have upgraded.
• Filing is now sequenced. ADT-1 must be filed before AOC-4, because the ADT-1 SRN is a mandatory field in AOC-4. MGT-7 must follow AOC-4, because it pre-fills financial data from it. The chain is: ADT-1 → AOC-4 (with its linked forms) → MGT-7 or MGT-7A.
• New linked e-forms. The Extract of Board's Report and the Extract of Auditor's Report — standalone and consolidated — are now separate linked e-forms filed alongside AOC-4, with the full signed reports still attached as PDFs. AOC-1 and AOC-2 must now be filed as e-forms rather than merely attached.
• CSR-2 is a linked form filed with AOC-4 rather than separately, with CSR activity data entered through a downloadable Excel template.
• Straight-through processing. Several forms are approved automatically where validations pass.

Amendment 3 — POSH and Maternity Benefit disclosures in the Board Report

The Companies (Accounts) Second Amendment Rules, 2025, notified on 30 May 2025 and effective 14 July 2025, added two mandatory disclosures to the Board Report under Section 134.

POSH complaint data

The Board Report must now state, specifically, the following in relation to complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

• the number of complaints received during the financial year
• the number disposed of during the year
• the number pending for more than ninety days at year end — ninety days being the statutory timeline for completing an inquiry under the POSH Act

Many companies previously included a general statement that a POSH policy was in place or that no complaints had been received. The amendment requires specific quantitative data, and a nil position must be stated as such rather than implied. That means obtaining accurate figures from the Internal Complaints Committee before the Board Report is drafted, not after.

Maternity Benefit Act statement

The Board Report must also carry an express statement confirming compliance with the Maternity Benefit Act, 1961 during the year. Being in compliance is not sufficient — the confirmation has to appear in the report.

Employee headcount by gender

Worth noting separately, because it is easy to miss: while the Amendment Rules themselves do not require employee demographics, the format of the Extract of Board's Report released by the MCA asks for the number of female, male and transgender employees as at the close of the financial year. That is HR data, it has to be accurate as at a specific date, and most companies do not maintain it in that form.

Amendment 4 — the revised AOC-4

The V3 version of AOC-4 introduces requirements that change how the filing has to be prepared:

• Figures in absolute rupees. Amounts can no longer be reported in lakhs or crores. The system converts for display, but the input must be full rupee amounts — which changes how data is extracted from the accounts.
• ADT-1 SRN linkage. The SRN of the most recent auditor appointment filing is a mandatory field, creating a hard dependency between the two forms.
• Registered office geo-coordinates. Latitude and longitude of the registered office must be entered, and the portal validates them.
• Business activity code. The NIC code for the primary business activity must be entered, and should be consistent with what has been reported elsewhere.
• Linked extract forms. The Extract of Board's Report and Extract of Auditor's Report are filed alongside, with the signed reports attached.
• XBRL filers must now attach the signed physical financial statements as well as the XBRL XML document — a change from V2, where the XML alone sufficed.

Amendment 5 — the revised MGT-7 and MGT-7A

The annual return now asks for information most companies have never maintained:

• Gender-wise shareholder data. The list of shareholders is attached as a predefined Excel template that includes gender for individual shareholders. Registers of members generally do not carry this field, so it has to be collected before the first filing.
• Standardised meeting data. Board, general and committee meeting details are entered through a structured Excel template rather than as free text.
• MGT-8 inside the form. For companies within the MGT-8 certification requirement, the practising Company Secretary's certification is now an element within MGT-7 itself, signed with the PCS's DSC, rather than a separate attachment.
• Beneficial interest responsibility. A field naming the person responsible for compliance with beneficial interest disclosure has been added.
• Designated persons. Additional KMP and designated person details are required.

The gender data point is the one that catches companies out. It is not difficult, but it requires writing to shareholders, and that takes time you will not have in the week before the deadline.

How the new threshold interacts with other obligations

Significant beneficial ownership under Section 90

SBO compliance applies to every company with non-individual members, small or otherwise. The threshold change does not alter it. The annual BEN-4 outreach, BEN-1 collection and BEN-2 filing cycle continues unchanged for a company that newly becomes small.

Share transfers and dematerialisation

For a company that re-qualifies as small, the Rule 9B demat exemption becomes relevant again: where both transferor and transferee hold physical shares and the company is a small company, the demat requirement for the transfer does not apply. The determination should be documented carefully at the time — it is the evidence you will rely on if demat compliance is later questioned, and reconstructing it afterwards from memory is not the same thing.

What this means for a Goa company

None of these amendments are state-specific — the Companies Act is central legislation and applies identically across India. What differs in Goa is the practical shape of the affected population. A large share of companies here sit in exactly the band the new threshold captures: hospitality groups, Goa-IDC manufacturing units and professional services businesses that had crossed ₹4 crore or ₹40 crore during a good year and were pushed onto the fuller compliance track as a result. Many of those can now come back down.

Goa also carries an unusually high proportion of foreign and NRI-held companies. For those, the small company test bites differently — a subsidiary of any other company is excluded from small company status entirely, regardless of size, so a wholly owned subsidiary of a foreign parent does not qualify however modest its numbers. Adjudications, condonations and registrar correspondence on any of this run through the Registrar of Companies at Panaji.

What non-compliance costs

Six things to do before the next filing cycle

1. Re-run the small company test. Use the latest audited paid-up capital and turnover against the ₹10 crore and ₹100 crore limits, and record the assessment in the compliance file. Update the board meeting schedule, the annual return form and the demat position to match.
2. Verify V3 access before you need it. Confirm every director, CS and CA who signs has an active V3 Business User account and a Class 3 DSC registered on the portal. Test the login well before the first filing of the year rather than on the deadline.
3. Update the Board Report template. Add the POSH data section — received, disposed, pending beyond ninety days — and the Maternity Benefit Act confirmation. Build in the employee headcount by gender that the extract format asks for.
4. Pre-collect the new AOC-4 inputs. Registered office geo-coordinates, the current year's ADT-1 SRN, the correct NIC code, and financial data prepared in absolute rupees.
5. Collect gender data for the register of members. Where records do not carry it, write to individual shareholders now. This is the item most likely to delay an otherwise ready annual return.
6. Follow the sequence. ADT-1 within fifteen days of the AGM, then the extract forms, then AOC-4 with the ADT-1 SRN and linked CSR-2 where applicable, then MGT-7 or MGT-7A using the AOC-4 SRN. Attempting it out of order simply fails.