MGT-8 Applicability for FY 2024-25 after Change in Small Company Definition

MGT-8 Applicability for FY 2024-25 after Change in Small Company Definition. There has been considerable confusion regarding the applicability of Form MGT-8 following the revision in the definition of Small Company under the Companies Act, 2013, which is effective from 01 December 2025 on MCA V3 portal ROC Filing. A view has emerged that companies whose turnover exceeds Rs.50 crore are now required to file Form MGT-7A instead of Form MGT-7, and that consequently, the requirement of Form MGT-8 no longer applies, an interpretation is not legally correct.
MGT-8 Requirement
The obligation to obtain a certificate in Form MGT-8 does not arise from the structure or design of Form MGT-7 or Form MGT-7A. The requirement flows from the substantive provisions of the Companies Act, 2013, read with the relevant rules. Under Section 92(2) of the Companies Act, 2013, read with Rule 11(2) of the Companies (Management and Administration) Rules, 2014, Form MGT-8 is mandatory where a company has:

paid-up share capital of Rs.10 crore or more, or

turnover of Rs.50 crore or more.

These thresholds operate independently of the company’s classification and apply irrespective of whether the company is:

a private company,

an OPC, or

a Small Company or otherwise,

unless a specific exemption is provided in the Act.
Definition of Small Company: As per Section 2(85) of the Companies Act, 2013, the revised definition of Small Company effective from 01 December 2025 is as follows:

paid-up share capital not exceeding Rs.10 crore, and

turnover not exceeding Rs.100 crore.

While this revision expands the scope of companies qualifying as Small Companies, it does not amend Section 92 or Rule 11, which govern the applicability of Form MGT-8. Accordingly, Small Company status and MGT-8 applicability operate in separate statutory fields.
Hence, For FY 2024-25, the earlier definition of Small Company continues to apply, namely:

paid-up share capital up to Rs.4 crore, and

turnover up to Rs.40 crore.

Companies falling within these limits do not cross the MGT-8 threshold of Rs.10 crore paid-up capital or Rs.50 crore turnover. Therefore, Form MGT-8 is not applicable for FY 2024-25 in such cases.
MGT-7 vs MGT-7A
Form MGT-7A is prescribed for companies not required to hold an Annual General Meeting, such as OPCs and certain Small Companies. The fact that MGT-7A is a separate form or does not list MGT-8 as a mandatory attachment does not amount to a statutory exemption. Applicability must always be determined with reference to Section 92(2) and not the form layout.
FY 2024-25
 Companies within the old Small Company limits (Rs.4 crore / Rs.40 crore) do not attract MGT-8.
FY 2025-26 onwards
With the revised definition effective from 01 December 2025, companies qualifying as Small Companies but crossing the MGT-8 thresholds under Section 92(2) will be required to obtain Form MGT-8, even if filing Form MGT-7A. In such cases, Form MGT-8 must be attached as an optional attachment to Form MGT-7A.
The revision in the definition of Small Company does not dilute or override the statutory requirement of Form MGT-8. Until Section 92 or the relevant rules are amended, MGT-8 remains applicable wherever the thresholds prescribed under the Act are met, irrespective of whether the annual return is filed in Form MGT-7 or Form MGT-7A.

There has been considerable confusion regarding the applicability of Form MGT-8 following the revision in the definition of Small Company under the Companies Act, 2013, which is effective from 01 December 2025 on MCA V3 portal ROC Filing. A view has emerged that companies whose turnover exceeds Rs.50 crore are now required to file Form MGT-7A instead of Form MGT-7, and that consequently, the requirement of Form MGT-8 no longer applies, an interpretation is not legally correct.

MGT-8 Requirement

The obligation to obtain a certificate in Form MGT-8 does not arise from the structure or design of Form MGT-7 or Form MGT-7A. The requirement flows from the substantive provisions of the Companies Act, 2013, read with the relevant rules. Under Section 92(2) of the Companies Act, 2013, read with Rule 11(2) of the Companies (Management and Administration) Rules, 2014, Form MGT-8 is mandatory where a company has:

paid-up share capital of Rs.10 crore or more, or
turnover of Rs.50 crore or more.

These thresholds operate independently of the company’s classification and apply irrespective of whether the company is:

a private company,
an OPC, or
a Small Company or otherwise,

unless a specific exemption is provided in the Act.

Definition of Small Company: As per Section 2(85) of the Companies Act, 2013, the revised definition of Small Company effective from 01 December 2025 is as follows:

paid-up share capital not exceeding Rs.10 crore, and
turnover not exceeding Rs.100 crore.

Hence, For FY 2024-25, the earlier definition of Small Company continues to apply, namely:

paid-up share capital up to Rs.4 crore, and
turnover up to Rs.40 crore.

Companies falling within these limits do not cross the MGT-8 threshold of Rs.10 crore paid-up capital or Rs.50 crore turnover. Therefore, Form MGT-8 is not applicable for FY 2024-25 in such cases.

MGT-7 vs MGT-7A

Form MGT-7A is prescribed for companies not required to hold an Annual General Meeting, such as OPCs and certain Small Companies. The fact that MGT-7A is a separate form or does not list MGT-8 as a mandatory attachment does not amount to a statutory exemption. Applicability must always be determined with reference to Section 92(2) and not the form layout.

FY 2024-25

Companies within the old Small Company limits (Rs.4 crore / Rs.40 crore) do not attract MGT-8.

FY 2025-26 onwards

With the revised definition effective from 01 December 2025, companies qualifying as Small Companies but crossing the MGT-8 thresholds under Section 92(2) will be required to obtain Form MGT-8, even if filing Form MGT-7A. In such cases, Form MGT-8 must be attached as an optional attachment to Form MGT-7A.

The revision in the definition of Small Company does not dilute or override the statutory requirement of Form MGT-8. Until Section 92 or the relevant rules are amended, MGT-8 remains applicable wherever the thresholds prescribed under the Act are met, irrespective of whether the annual return is filed in Form MGT-7 or Form MGT-7A.

MGT-8 Applicability for FY 2024-25 after Change in Small Company Definition

MGT-8 Requirement

MGT-7 vs MGT-7A

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