What Happens If Your Company Doesn't Spend 2% CSR Before March 31, 2026: Penalties Explained
- Marpu Foundation
- 14 hours ago
- 7 min read
Every year, as the financial year draws to a close, thousands of companies across India face the same pressing question have we met our mandatory CSR obligation? If your company is among those that haven't yet spent the required 2% of average net profits on Corporate Social Responsibility before March 31, 2026, this article is your wake-up call.
The Corporate Social Responsibility mandate under Section 135 of the Companies Act, 2013 is not a suggestion. It is a legal obligation. And the consequences of non-compliance are real, measurable, and increasingly enforced.
This comprehensive guide breaks down what happens when companies fail to comply, the exact penalties involved, and how your organisation can still act before the deadline passes.
Understanding the 2% CSR Mandate Under Section 135
What Happens If Your Company Doesn't Spend 2% CSR
Who Needs to Comply?
Under Section 135 of the Companies Act, 2013, every company that meets any one of the following criteria during the immediately preceding financial year is required to spend at least 2% of its average net profits (calculated over the three immediately preceding financial years) on CSR activities:
Net worth of Rs. 500 crore or more
Turnover of Rs. 1,000 crore or more
Net profit of Rs. 5 crore or more
This applies to every company registered in India, including subsidiaries of foreign companies operating within the country.
What Qualifies as CSR Expenditure?
What Happens If Your Company Doesn't Spend 2% CSR
The activities eligible for CSR spending are listed under Schedule VII of the Companies Act. These include, but are not limited to:
Eradicating hunger, poverty, and malnutrition
Promoting education, gender equality, and women empowerment
Ensuring environmental sustainability and ecological balance
Protection of national heritage, art, and culture
Rural development projects
Contributions to technology incubators and research bodies
Disaster management and relief operations
Afforestation and biodiversity conservation
It is important to note that CSR funds cannot be used for activities undertaken in the normal course of business, nor can they benefit the company's own employees and their families exclusively.
The March 31, 2026 Deadline: Why It Matters
What Happens If Your Company Doesn't Spend 2% CSR
The financial year 2025–26 closes on March 31, 2026. This is the absolute deadline by which eligible companies must have either spent or committed their CSR funds for the year.
If the company has not been able to spend the full amount, it must transfer the unspent amount to a designated Unspent CSR Account within 30 days from the end of the financial year that is, by April 30, 2026. From there, the company gets a maximum of three financial years to spend this amount on eligible CSR projects.
However, if the unspent amount relates to an ongoing project, it must be transferred to the Unspent CSR Account. If it does not relate to any ongoing project, the entire unspent amount must be transferred to a Fund specified under Schedule VII, such as the Prime Minister's National Relief Fund or the Clean Ganga Fund, within six months from the end of the financial year.
Failing to do either of these invites serious legal consequences.
Penalties for Non-Compliance: What the Law Says
What Happens If Your Company Doesn't Spend 2% CSR
Monetary Penalties on the Company
Under Section 135(7) read with Section 134(8) of the Companies Act, the company that fails to comply with its CSR obligations faces a penalty of not less than the amount required to be transferred to the Unspent CSR Account or the Fund under Schedule VII, whichever is applicable. In addition, the company may be liable for a penalty of up to Rs. 1 crore.
This means non-compliance is not just about the unspent amount. There is an additional financial penalty on top of the amount that should have been spent.
Penalties on Officers in Default
Every officer of the company who is in default this typically includes the Managing Director, Chief Financial Officer, and any director directly responsible for CSR compliance is liable for a penalty of up to Rs. 2 lakh. In cases of continued default, additional penalties may apply.
Compounding and Repeated Non-Compliance
The Ministry of Corporate Affairs has consistently tightened scrutiny on CSR defaulters. Companies that repeatedly fail to meet their CSR obligations may face compounding of offences, increased penalties, and reputational damage that extends well beyond the financial impact.
The Registrar of Companies actively monitors CSR filings, and discrepancies between reported obligations and actual expenditure are flagged during annual compliance reviews.
Common Reasons Companies Fail to Spend CSR Funds on Time
Understanding why companies miss their CSR targets is the first step toward avoiding the same mistakes. The most common reasons include:
Late planning — Many companies begin their CSR planning in the last quarter of the financial year, leaving insufficient time for meaningful project execution.
Lack of credible implementation partners — Companies struggle to identify trustworthy NGOs and implementation agencies that can absorb and utilise funds effectively within tight timelines.
Project identification delays — Selecting the right project that aligns with both Schedule VII and the company's CSR policy takes time, especially when internal committees are slow to convene.
Documentation and compliance gaps — Even when funds are spent, poor documentation can result in expenditure not being recognised as valid CSR spending.
Geographical and logistical challenges — Companies operating in urban centres often find it difficult to execute rural or community-based projects without ground-level support.
How to Ensure CSR Compliance Before March 31, 2026
Step 1: Audit Your Current CSR Spend
Review your CSR expenditure for FY 2025–26 immediately. Compare the amount already spent against your 2% obligation based on average net profits over the preceding three financial years.
Step 2: Identify Eligible Projects Quickly
If there is a shortfall, prioritise projects that can be executed or committed to within the remaining time. Environmental sustainability projects, education initiatives, hygiene and sanitation drives, and afforestation programmes are among the categories where rapid yet impactful deployment is possible.
Step 3: Partner with a Trusted Implementation Agency
This is where the right implementation partner makes all the difference. A credible NGO with experience in executing CSR projects across multiple sectors and geographies can help your company deploy funds effectively, ensure Schedule VII compliance, and provide end-to-end documentation.
Marpu Foundation, one of India's largest volunteer-led social impact organisations, works with corporate partners across sectors to implement high-impact CSR programmes. With operations spanning multiple states and expertise in areas including Miyawaki afforestation, solar street light installations, water stewardship, waste upcycling, and hygiene kit distribution, Marpu Foundation offers companies a reliable, transparent, and results-driven approach to CSR implementation.
Whether your company needs to deploy CSR funds toward environmental sustainability, rural development, education, or community health, partnering with an experienced NGO like Marpu Foundation ensures that your investment creates measurable social impact while keeping you fully compliant with the law.
Step 4: Document Everything
Ensure that every rupee spent is properly documented with utilisation certificates, project reports, beneficiary data, and photographic or video evidence. This documentation is not just good practice it is legally required for CSR reporting in your Board's Report and the Annual Report on CSR Activities (Form CSR-2).
Step 5: File Form CSR-2 on Time
Every company covered under Section 135 must file Form CSR-2 as an addendum to Form AOC-4 with the Registrar of Companies. This form captures details of CSR expenditure, unspent amounts, ongoing projects, and the transfer of funds to the Unspent CSR Account or Schedule VII funds.
The Reputational Cost of CSR Non-Compliance
Beyond monetary penalties, the reputational impact of failing to meet CSR obligations cannot be understated. In today's business environment, stakeholders including investors, customers, employees, and regulatory bodies closely monitor a company's commitment to social responsibility.
Companies that consistently fail to meet their CSR targets risk being perceived as indifferent to social and environmental issues. This perception can affect investor confidence, employee retention, brand value, and even eligibility for government tenders and contracts.
On the other hand, companies that proactively invest in well-executed CSR programmes build goodwill, strengthen community relationships, and enhance their brand positioning in an increasingly purpose-driven market.
Frequently Asked Questions About CSR Compliance
Can unspent CSR funds be carried forward?
Yes, but only under specific conditions. If the unspent amount relates to an ongoing project, it must be transferred to an Unspent CSR Account and spent within three financial years. If it does not relate to an ongoing project, it must be transferred to a Schedule VII fund within six months.
What if my company's net profit has decreased this year?
Your CSR obligation is based on the average net profits of the three immediately preceding financial years, not the current year's profit. A decrease in current year profit does not reduce your CSR obligation for the year.
Can CSR funds be spent on the company's own employees?
No. CSR activities must benefit the community at large and cannot exclusively benefit the company's employees or their families.
Is CSR spending tax deductible?
CSR expenditure is not directly deductible as a business expense under the Income Tax Act. However, certain CSR activities may qualify for deductions under specific sections such as Section 80G or Section 35 if the donations are made to eligible institutions.
What role does the CSR Committee play?
Every eligible company must constitute a CSR Committee of the Board consisting of three or more directors, of which at least one shall be an independent director. The CSR Committee is responsible for formulating the CSR policy, recommending expenditure, and monitoring implementation.
Key Takeaways for Companies Approaching March 31, 2026
The 2% CSR mandate is a legal obligation under Section 135 of the Companies Act, 2013 — not voluntary.
Non-compliance attracts monetary penalties on both the company and its officers in default.
Unspent CSR amounts must be transferred to an Unspent CSR Account or a Schedule VII fund within the prescribed timelines.
Early planning, credible implementation partners, and thorough documentation are the pillars of successful CSR compliance.
Partnering with experienced organisations like Marpu Foundation can help companies deploy CSR funds effectively, create measurable impact, and maintain full regulatory compliance.
The reputational benefits of genuine CSR engagement far outweigh the cost of compliance.
Final Word
March 31, 2026 is not just a date on the calendar. For every company covered under Section 135, it represents the line between compliance and penalty, between social responsibility and legal liability.
If your company still has unspent CSR funds, the time to act is now. Identify your projects, partner with a credible implementation agency, deploy your funds where they matter most, and ensure every aspect of your CSR programme is documented and reported correctly.
CSR is not just about meeting a legal requirement. It is about building a better future for your community, your stakeholders, and your business. The companies that understand this distinction are the ones that thrive.
For CSR partnerships and implementation support, reach out to MarpuFoundation
India's largest volunteer-led social impact organisation, working across environmental sustainability, education, rural development, and community health programmes nationwide.
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