POSH disclosure in the Board's Report: what a company must state for FY 2025-26

What to do now

1. Get the Internal Committee's written order. One for each office or administrative unit (s.4(1)), with each member's nomination date. The compliance statement in clause (x) rests on it.
2. Count complaints by financial year, not calendar year. Take the Committee's complaint register for 1 April 2025 to 31 March 2026 and count complaints received, complaints disposed of, and complaints pending for more than ninety days.
3. Take the headcount as on 31 March 2026, split female, male and transgender, from payroll or the HR system of record.
4. Get a named person to confirm Maternity Benefit Act compliance before the Board signs the clause (xiii) statement.
5. If there was no Committee, or the records are incomplete, fix that before the Board's Report is finalised. See below. Do not sign a statement the records cannot support.
6. Diary the filing. The AGM for FY 2025-26 falls within six months of the year-end (s.96), and AOC-4 is due within 30 days of the AGM (s.137). For most companies that puts the filing in October 2026.

For Company Secretaries and Chartered Accountants, the one-page checklist below turns these steps into the questions to put to the client before filing.

Download the CS/CA checklist (PDF, one page)

There is also a two-page version with a client data sheet, for collecting the details from the client in writing.

Exactly what changed on 14 July 2025

The Companies (Accounts) Second Amendment Rules, 2025 were notified as G.S.R. 357(E) on 30 May 2025 and came into force on 14 July 2025. They did three things relevant here.

The headcount is worth separating out. It isn't in the text of rule 8(5). It is a field of the new e-form Extract of Board Report, which rule 12(1C) requires companies to file together with AOC-4. So a Board's Report can meet rule 8(5) and still leave the filing incomplete if nobody has pulled the headcount. MCA's FAQs on the new annual-filing forms treat the Extract as a linked form that is mandatory in all cases for AOC-4 and AOC-4 NBFC filings. The exception is a company filing AOC-4 XBRL: the Extract does not apply there, and the authenticated financial statements, including the Board's Report, are attached instead.

Financial year versus calendar year

The Internal Committee already reports its numbers once a year, in its own annual report to the employer and the District Officer. That report runs by calendar year (s.21). The Board's Report runs by financial year. The two sets of numbers will not match, and they shouldn't: copying the calendar-2025 figures from the IC's report into the FY 2025-26 Board's Report is the most common error we expect this season. Recount from the register. For the Committee's own report, its Rule 14 contents and where it is submitted, see POSH annual report filing.

An illustrative disclosure

Where there were no complaints, state zero on each line. A blank line is a missing disclosure, not a nil one.

If the company had no Internal Committee, or the records are thin

The compliance statement in clause (x) is a statement of fact, and the Board's Report is signed by the chairperson or directors (s.134(6)). If the company had 10 or more employees and no written order constituting a Committee during the year, that statement can't truthfully be made in the usual form. The practical order of work is:

• Constitute the Committee now, by written order, at every office or administrative unit (s.4(1)), with the external member in place. Our Internal Committee formation service does this as one package.
• Rebuild the year's complaint record from whatever exists: emails to HR, grievance logs, exit interviews. Record what was received and what happened to it.
• Let the Board decide the wording of the disclosure with its company secretary on the basis of what the records actually show. Don't reverse-engineer the records from the wording.

A missing Committee is also a separate exposure under the POSH Act itself: a fine of up to ₹50,000 for failing to constitute one (s.26(1)). And since 2024 District Officers have been directed to survey which employers have Committees (see responding to a District Officer survey).

Mistakes to catch before the Board signs

• Using calendar-year numbers from the IC's annual report.
• Leaving (c) blank instead of stating zero.
• Counting only head-office complaints when branches have their own Committees.
• Stating IC compliance while a member's term has run past three years (s.4(3)).
• Forgetting that the headcount sits in the e-form, not the Board's Report text.

Small companies and One Person Companies

Small companies and One Person Companies may prepare an abridged Board's Report under rule 8A, and G.S.R. 357(E) amended rule 8(5) but not rule 8A. That doesn't take them out of the new e-form. The Extract of Board Report is issued under rules 8, 8A and 12 together, MCA treats it as mandatory with every AOC-4, and one of its first questions is whether the company is an OPC or a small company. Answer that question and complete whatever the form then asks for. Don't assume the POSH fields fall away. Since 1 December 2025, a small company is one with paid-up capital up to ₹10 crore and turnover up to ₹100 crore (G.S.R. 880(E)), so many SMBs now fall in this group.

Where we come in

We work with the company, not in place of its company secretary or auditor. When a client can't answer the checklist questions, we constitute or reconstitute the Internal Committee, set up the complaint register the counts come from, and prepare the Committee's own annual report so the two sets of numbers reconcile. We serve employers onsite in Noida, Gautam Buddh Nagar and across Delhi NCR, in cities within about 300 km of Noida, and anywhere else in India as required, as well as online.

Frequently asked