Mason Infratech Ltd Directors Report

To,

The Members

Mason Infratech Limited

Your Directors are pleased to present the 2nd Annual Report on the business and operations of Mason Infratech Limited ("the Company") along Audited Financial Statement, for the year ended March 31, 2025.

In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), this Boards Report is prepared based on the standalone and consolidated financial statements of the Company for the year under review.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial highlights of the financial year ended March 31, 2025, is summarized as under:

(Amount in Lakhs)

PARTICULARS	2024-25		2023-24
	Consolidated	Standalone	Consolidated	Standalone
Revenue from Operations	11,210.48	11,210.48	9,379.46	9,379.46
Other Income	16.62	16.62	18.58	18.58
Total Income	11,227.11	11,227.11	9,398.04	9,398.04
Less: Operating Expenses	2,227.01	2,227.01	2,845.85	2,845.85
Less: Other Expenses	6,203.08	6,203.08	4672.90	4672.90
Gross Profit/(Loss) before	2,797.02	2,797.02	1,879.29	1,879.29
Depreciation and Interest
Less: Finance Costs	257.77	257.77	74.13	74.13
Less: Depreciation and	257.85	257.85	194.35	194.35
Amortization Expense
Profit/(Loss) before Tax Before exceptional and extra-ordinary items	2,281.39	2,281.39	1,610.81	1,610.81
Exceptional and Extra-ordinary	--	--	--	--
Item
Profit/(Loss) before Tax after exceptional and extra-ordinary items	2,281.39	2,281.39	1,610.81	1,610.81
Less: Tax Expense (Net)	572.54	572.54	445.58	445.58
Profit/(Loss) After Tax	1,708.85	1,708.85	1,165.23	1,165.23

STATE OF AFFAIRS AND OPERATIONS OF THE COMPANY:

During the year under review, the company has recorded a total revenue from operations of Rs. 11,210.48/-Lakhs as compared to the previous year which was Rs. 9,379.46/- Lakhs. Further during the year, the Company has earned net profit of Rs. 1,708.85/- Lakhs as compared to net profit of Rs. 1,165.23/- Lakhs in the previous year.

LISTING:

During the year under review, the company has approached the Capital Market with an initial Public Offer of 47,60,000 (Forty-Seven lakhs Sixty Thousand) Equity Shares of the Company of face value of Rs. 10/- (Rupees Ten Only) each in pursuant to the resolutions duly passed by the Members in the Extra-ordinary General Meeting convened on January 13, 2024. This offering was conducted through the Book Building Process, in accordance with the provisions of applicable laws, with the intent to offer said shares to the public.

The issue was made available for public subscription from June 24, 2024 to June 26, 2024 and allotment of this Shares were subsequently finalized on June 27, 2024 in consultation with the Designated Stock Exchange, namely the National Stock Exchange of India Limited (NSE), as per the regulatory framework governing such issuances.

Following the submission of the Companys application, the National Stock Exchange of India Limited (NSE), after due consideration, granted its final approval for the listing and commencement of trading on the NSE Emerge platform with effect from the July 01, 2024 with scrip code ‘MASON.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is Premier Engineering, Procurement, and Construction (EPC) company in India. Specializing in civil contracting work. There is no change in nature of business of the Company during the year under review.

DIVIDEND

In order to conserve the resources for long run working capital requirement and expansion of business, Board of Directors has not recommended any dividend for the Financial Year ended March 31, 2025

RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for Financial Year 2024-25 in the retained earnings.

SHARE CAPITAL

As of April 01, 2024, the Authorized Share Capital of the Company stood at Rs. 24,00,00,000/- (Rupees Twenty-Four Crore only), divided into 2,40,00,000 (Two Crore Forty Lakhs) equity shares of Rs.10/- (Rupees Ten only) each. The paid-up share capital of the Company as on that date was Rs.12,81,25,000/- (Rupees Twelve Crore, Eighty-One Lakh, Twenty-Five Thousand only), comprising 1,28,12,500 (One Crore Twenty-Eight Lakh

Twelve Thousand Five Hundred) equity shares of 10 each.

During the year under review, the Company completed its Initial Public Offering (IPO) on June 27, 2024, by issuing 47,60,000 (Forty-Seven Lakh Sixty Thousand) equity shares of 10 (Rupees Ten only) each at an issue price of 64 (Rupees Sixty-Four only) per share, including a premium of 54 (Rupees Fifty-Four only) per share, aggregating to 30,46,40,000 (Rupees Thirty Crore Forty-Six Lakh Forty Thousand only).

Accordingly, as of March 31, 2025, the Authorised Share Capital of the Company stood at Rs. 24,00,00,000/-(Rupees Twenty-Four Crores only) divided into 2,40,00,000 (Two Crore Forty Lakhs) equity shares of Rs. 10/-(Rupees Ten only) each and the paid-up share capital of the Company stood at Rs.17,57,25,000/- (Rupees Seventeen Crores Fifty-Seven Lakhs and Twenty-Five Thousand only), comprising 1,75,72,500 (One Crore Seventy-Five Lakhs Seventy-Two Thousand and Five Hundred) equity shares of Rs.10/- each.

Subsequent to the closure of the financial year, the Members of the Company at the Extraordinary General Meeting held on July 15, 2025, approved to increase in Authorised Share Capital from 24,00,00,000 (Rupees Twenty-Four Crore only) divided into 2,40,00,000 (Two Crore Forty Lakh) equity shares of 10 (Rupees Ten only) each to 25,00,00,000 (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of 10 (Rupees Ten only) each and also approved the preferential issue of 49,59,500 (Forty-Nine Lakh Fifty-Nine Thousand Five Hundred) equity shares of 10 (Rupees Ten only) each at an issue price of 124 (Rupees One Hundred Twenty-Four only) per share, including a premium of 114 (Rupees One Hundred Fourteen only) per share, and 24,08,000 (Twenty-Four Lakh Eight Thousand) fully convertible warrants of 10 (Rupees Ten only) each, convertible into equity shares of the Company at a price of 124 (Rupees One Hundred Twenty-Four only) per share, including a premium of 114 (Rupees One Hundred Fourteen only) per share. Pursuant to this approval, the Board of Directors, at its meeting held on August 20, 2025, allotted 49,59,500 (Forty-Nine Lakh Fifty-Nine Thousand Five Hundred) equity shares on a preferential basis to non-promoter allottees and 24,08,000 (Twenty-Four Lakh Eight Thousand) convertible warrants on a preferential basis to promoter and non-promoter allottees.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025.

CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME listed on Emerge Platform of NSE, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate Governance is not applicable in the Annual Report.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2025, is available on the Companys website and can be accessed at https://www.masoninfra.com/. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition of Board:

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they also have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

At present, the Board of Directors of the Company comprises of 5 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The present composition of the Board consists of Managing Director, Whole-time Director and Three Independent Non-Executive Directors including one Women Director.

In the opinion of the Board, all the Directors, including the Directors appointed/re-appointed during the year under review possess the requisite qualifications, experience & expertise and hold high standards of integrity. The criteria for determining qualification, positive attributes and independence of a director is provided in the

Policy on Nomination, Appointment and Removal of Directors, which can be accessed on Companys website at https://www.masoninfra.com/codeandpolicies.html.

The Board of Directors of your Company comprises the following Directors, as on March 31, 2025:

Sr. No	Name of Director	DIN	Designation
1	Asit Surendra Thakkar Dattani	01382453	Managing Director
2	Ashutosh Jayantilal Juthani	10131832	Whole-time Director
3	Vishwa Deo Sharma	02255589	Independent Director
4	Gokuldas Raghoba Desai	10760133	Independent Director

A) APPOINTMENT AND REAPPOINTMENT:

During the year under review, the Shareholders at their meeting held on September 30, 2024, approved the redesignation of Mr. Ashutosh Jayantilal Juthani (DIN:10131832) as a Whole-time Director of the Company and also appointed Mr. Gokuldas Raghoba Desai (DIN:10760133) as an Independent Director on the Board with effect from the same date.

Subsequent to the closure of the financial year 2024-25, Ms. Anuradha Sangeeta Parmar (DIN: 11159004) was appointed as an Additional Director and designated as Non-Executive Independent Director with effect from June 19, 2025, and was subsequently approved by members in the Extra-Ordinary General Meeting held on July 15, 2025.

B) RETIRING BY ROTATION:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 (as amended) and Articles of Association of the Company, Mr. Asit Surendra Thakkar Dattani (DIN:01382453) Managing Director and Chairman of the company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, has offered himself for re-appointment.

Your Board recommends his re-appointment for the approval of the members. A resolution seeking the approval of the shareholders for his re-appointment forms part of the Notice convening 2nd Annual General Meeting scheduled to be held on September 23, 2025.

C) RESIGNATIONS:

During the year under review Ms. Chandni Parag Sarvaiya (DIN:10555203) and Ms. Hiral Nilesh Gandhi (DIN: 10385986), Independent Directors of the Company, resigned from the Board with effect from August 30, 2024 and March 27, 2025 respectively. The Board places on record its sincere appreciation for their valuable guidance, support and contributions during their tenure.

D) CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Smeet Asit Thakkar Dattani resigned from the position of Chief Financial Officer (CFO) of the Company with effect from September 18, 2024, and the board has appointed Mr. Hardik Shankar Bhadra in his place with effect from September 19, 2024. Further, Mr. Ravi Prakash Tiwari, the Company Secretary and Compliance Officer of the company has tender his resignation with effect from March 25, 2025.

Subsequent to the closure of the Financial Year, Mr. Hardik Shankar Bhadra resigned from the position of Chief Financial Officer due to personal reason with effect from April 30, 2025 and the Board re-appointed Mr. Smeet Asit Thakkar Dattani as the Chief Financial Officer of the Company with effect from May 28, 2025.

Further to fill the vacancy caused by the resignation of Mr. Ravi Prakash Tiwari, the Board appointed Ms. Bhavana Naresh Chandak, a qualified Company Secretary, as the Company Secretary and Compliance Officer of the Company with effect from May 28, 2025.

As on March 31, 2025, the following officials were designated as the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013:

Sr. No	Name of Key Managerial Personnel	Designation
1.	Mr. Asit Surendra Thakkar Dattani	Managing Director
2.	#Mr. Hardik Shankar Bhadra	Chief Financial Officer
3.	Mr. Ashutosh Jayantilal Jhuthani	Whole-time Director
4.	* Mr. Ravi Prakash Tiwari	Company Secretary and Compliance Officer

# Mr. Hardik Shankar Bhadra has resigned from the board w.e.f April 30, 2025

* Mr. Ravi Prakash Tiwari has resigned from the board w.e.f March 25, 2025

BOARD MEETINGS

The Board of Directors met 20 (Twenty) times during the year under review as mentioned below. The gap between any two consecutive board meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and rules made thereunder

Sr. No.	Board Meeting Dates
1	04-04-2024
2	29-04-2024
3	29-04-2024
4	13-05-2024
5	21-05-2024
6	31-05-2024
7	07-06-2024
8	10-06-2024
9	10-06-2024
10	13-06-2024
11	17-06-2024
12	19-06-2024
13	21-06-2024
14	26-06-2024
15	27-06-2024
16	19-07-2024
17	29-07-2024
18	06-09-2024
19	25-10-2024
20	13-02-2025

 

Sr. No	Name of the Director	Category	Number of Board Meetings entitled to attend / held during the Year	Number of Board Meetings attended during the Year
1	Mr. Asit Surendra Thakkar Dattani	Managing Director	20	20
2	Mr. Ashutosh Jayantilal Juthani	Whole-time Director	20	20
3	Mr. Gokuldas Raghoba Desai (Appointed on 30/09/2024)	Independent Director	2	2
4	Mr. Vishwa Deo Sharma	Independent Director	20	19
5	*Ms.Chandni Parag Sarvaiya	Independent Director	16	15
6	**Ms. Hiral Nilesh Gandhi	Independent Director	20	19

*Chandni Parag Sarvaiya resigned w.e.f. 30/08/2024 **Hiral Nilesh Gandhi w.e.f. 27/03/2025

GENERAL MEETINGS

During the year under review, the Members of the Company met once in the Annual General Meeting held on September 30, 2024.

INDEPENDENT DIRECTOR

Declaration by Independent Directors under sub-section (6) of Section 149:

As on March 31, 2025, Mr. Vishwa Deo Sharma (DIN:02255589) and Mr. Gokuldas Raghoba Desai (DIN:10760133) are the Independent Directors on the Board of the company.

The Company has received the necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule-IV of the Companies Act, 2013.

None of the Independent Directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs,

Manesar ("IICA") and have their name included in the ‘Independent Directors Data Bank maintained by the

IICA.

Familiarization programme for Independent Directors

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors forms part of the website of the Company at https://www.masoninfra.com/codeandpolicies.html.

Terms and Conditions of appointment:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with ‘Guidelines for Professional Conduct pursuant to Schedule IV to the Act.

The details of such terms are available on the website of the company at https://www.masoninfra.com/codeandpolicies.html.

Board evaluation

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013.

The performance of the Board was evaluated by the Board including Independent Directors after seeking inputs from all the directors based on various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors based on the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, considering the views of the executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual directors was also discussed.

COMMITTEES OF THE BOARD

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and the Executive Committee.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 and all other applicable provision, if any, of the Companies Act, 2013 and the Companies (Meeting and Its Powers) Rules, 2014, read with regulation 18 and all other applicable provisions of the SEBI (Listing and Obligations and Disclosure Requirements) Regulations 2015, the Audit committee review reports of the Internal Auditor, meet

Statutory Auditors as and when required and discusses their findings, suggestions, observations, and other related matters and reviews major accounting policies followed by the Company.

During the year under review, Three (03) Meeting of the Audit Committee was held on July 19, 2024, October 25, 2024 and February 13, 2025 through Video Conference.

The Composition of the Audit Committee as on 31st March, 2025 is as under:

	of Designation		ofNumber of Meetings held Number of
Name of the Member	Nature Directorship	Member	during the tenure	Meeting attended
Mr. Vishwa Sharma	Deo Independent Director	Chairman	3	2
#Ms. Hiral Gandhi	Independent Director	Member	3	2
Mr. Ashutosh Whole Time Jayantilal Juthani	Director	Member	3	3

# Ms. Hiral Nilesh Gandhi resigned from the Board with effect from March 27, 2025. Pursuant to her resignation, the Board, at its meeting held on June 19, 2025, reconstituted the Audit Committee and appointed Mr. Gokuldas Raghoba Desai, Independent Director, as a Member of the Committee in her place.

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Apart from that all the matters provided under Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Nomination and Remuneration Committee identifies (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees of the company..

During the year under review, One (01) Meeting of the Nomination and Remuneration Committee was held on October 25, 2024 through Video Conference.

The Composition of the Nomination and Remuneration Committee as on March 31, 2025 is as under:

	of Designation		ofNumber of Meetings held Number of
Name of the Member	Nature Directorship	Member	during the tenure	Meeting attended
Mr. Vishwa Sharma	Deo Independent Director	Chairman	1	0
#Ms. Hiral Gandhi	Independent Director	Member	1	1
Mr. Gokuldas Raghoba Independent Desai	Director	Member	1	1

# Ms. Hiral Nilesh Gandhi resigned from the Board with effect from March 27, 2025. Pursuant to her resignation, the Board, at its meeting held on June 19, 2025, reconstituted the Committee and appointed Ms. Anuradha Sangeeta Parmar, Independent Director, as a Member of the Committee in her place.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The scope of the Shareholders Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also investigates matters which can facilitate better investors services and relations.

During the year under review, One (1) Meeting of the Stakeholders Relationship Committee was held, on October 25, 2024 via Video Conference.

The Composition of the Stakeholders relationship Committee as on March 31, 2025 is as under:

	of Designation		ofNumber of Meetings held Number of
Name of the Member	Nature Directorship	Member	during the tenure	Meeting attended
Mr. Vishwa Sharma	Deo Independent Director	Chairman	1	0
#Ms. Hiral Gandhi	Independent Director	Member	1	1
Mr. Gokuldas Raghoba Independent Desai	Director	Member	1	1

# Ms. Hiral Nilesh Gandhi resigned from the Board with effect from March 27, 2025. Pursuant to her resignation, the Board, at its meeting held on June 19, 2025, reconstituted the Committee and appointed Mr. Ashutosh Jayantilal Juthani, as a Member of the Committee in her place.

D. EXECUTIVE COMMITTEE:

The Board of Directors, at its meeting held on September 06, 2024, constituted an Executive Committee to address routine executive functions requiring urgent decision-making.

During the year under review, Twelve (12) meeting of the Executive Committee was held on September 18, 2024, September 23, 2024, October 04, 2024, October 07, 2024, October 11, 2024, November 07, 2024, November 21, 2024, January 16,2025, January 22, 2025, February 03, 2025, February 06, 2025, March 12, 2025, March 25, 2025 through video conferencing.

The composition of the Executive Committee as on March 31, 2025, was as under:

	of Designation		ofNumber of Meetings held Number of
Name of the Member	Nature Directorship	Member	during the tenure	Meeting attended
Mr. Asit Thakkar	Surendra Managing Director	Chairman	12	12
Dattani
Mr. Ashutosh Juthani	Director	Jayantilal Whole Time Member	12	12

D. INTERNAL COMPLAINTS COMMITTEE

The Scope of Internal Complaints Committee will be Redressal of complaints filed with fairness and without bias, Within the time period of 90 days and undertaking Awareness workshops/activities to educate all employees of the, Company about Sexual harassment at workplace, its effects and laws against it, Filing a complaint with the ICC.

The Internal Complaints Committee is duly constituted in accordance with the applicable regulations.

The Composition of the Internal Complaints Committee as on March 31, 2025 is as under:

Sr. No.	Name of Member	Designation
1	Ms. Manisha Chaulkar	Chairman
2	Ms. Mansi More	Member
3	Mr. Supriya Boler	Member
4	Ms. Sucheta Dikshit	Member

WHISTLEBLOWER POLICY (VIGIL MECHANISM)

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases., the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companys operations, business performance or reputation.

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Companys Directors and employees, and it is available on the internal employee portal as well as the website of your Company at https://www.masoninfra.com/codeandpolicies.html.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprise policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain standards in Internal Financial Control.

STATUTORY AUDITORS AND AUDITORS REPORT

Based on the recommendation of the Board of Directors, Members of the Company at the 1st Annual General Meeting held on September 30, 2024 appoint M/s. Gada Chheda & Co LLP, Chartered Accountants (Firm Registration No. W100059), as Statutory Auditors for the financial year 2024-25 at such remuneration plus out of pocket expenses and applicable taxes, as may be determined by the Board based on the recommendation of the Audit Committee.

Further, on the recommendation of the Audit Committee, your Board of Directors recommends the reappointment of M/s. Gada Chheda & Co LLP, Chartered Accountants (Firm Registration No. W100059), who have furnished their consent and a certificate confirming their eligibility under the Companies Act, 2013, as the Statutory Auditors of the Company, to hold office from the conclusion of this AGM until the conclusion of the 7th AGM of the Company to be held for the financial year 2029-30. A resolution seeking the approval of the Members for their re-appointment forms part of the Notice convening the 2nd AGM scheduled to be held on September 23, 2025.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s. JM & Associates, Chartered Accountants, Mumbai are appointed as Internal Auditor for the Financial Year 2024-25. The firm has been reappointed as the Internal Auditors for the financial year 2025-26.

The Audit committee of the board, in consultation with the internal auditor, shall formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved the appointment and remuneration of M/S Nishtha Khandelwal & Associates, Practicing Company Secretary (Firm Registration No: S2024MH989400), Membership No. A71865 & Certificate of Practice No. 27466), as the Secretarial Auditor for the period of (5) five consecutive years effective from April 1, 2025 till March 31, 2030. The Board has recommended this appointment for approval of the Members at the ensuing Annual General Meeting (AGM).

M/S Nishtha Khandelwal & Associates, Practicing Company Secretary (Firm Registration No: S2024MH989400), Membership No. A71865 & Certificate of Practice No. 27466)) has consented to act as the Secretarial Auditor of the Company and confirmed that the appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

The Secretarial Audit Report submitted by M/S Nishtha Khandelwal & Associates, the secretarial Auditors for the financial year 2024-2025 does not contain any qualification, reservation or adverse remark or disclaimer. The said report is annexed as "Annexure - A" to this report.

COST RECORDS AND COST AUDIT

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2024-25. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly, the cost auditor is not appointed for the financial year 2024-25.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK

OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS REPORT AND THE

SECRETARIAL AUDIT REPORT.

The Statutory Auditors Report, and the Secretarial Audit Report to the members, for the year ended March 31,

2025, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION(12) OF SECTION 143:

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Boards report.

DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting Principles in India (‘GAAP), statutory requirements prescribed under the Accounting Standards (‘AS) specified under Section 133 of the

Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to the company from Financial Year 2024-25. A Report on CSR containing particulars as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in "Annexure-B" attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an "Annexure -C" to this Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company did not have any Subsidiary Company. However, the Company continued to exercise Significant influence over Milestone Projects and Developers Private Limited and Megastone Projects Private Limited in accordance with the applicable provisions of the Companies Act, 2013.

The information as required under the first proviso to subsection (3) of Section 129 is given in Form AOC-1, is enclosed as an "Annexure -D" to this Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Subsequent to the end of the financial year 2024 25 and up to the date of this Report, the following material changes and commitments have occurred which may affect the financial position of the Company:

The Member at the Extraordinary General Meeting of the Company held on July 15, 2025 approved to Increase the Authorised Share Capital From 24,00,00,000 (Rupees Twenty-Four Crore only), divided into 2,40,00,000

(Two Crore Forty Lakh) equity shares of 10 (Rupees Ten only) each, to 25,00,00,000 (Rupees Twenty-Five Crore only), divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of 10 (Rupees Ten only) each and also approved the preferential issue of 49,59,500 (Forty-Nine Lakh Fifty-Nine Thousand Five Hundred) equity shares of 10 (Rupees Ten only) each at an issue price of 124 (Rupees One Hundred Twenty-Four only) per share, including a premium of 114 (Rupees One Hundred Fourteen only) per share, and 24,08,000 (Twenty-Four Lakh Eight Thousand) fully convertible warrants of 10 (Rupees Ten only) each, convertible into equity shares of the Company at a price of 124 (Rupees One Hundred Twenty-Four only) per share, including a premium of 114 (Rupees One Hundred Fourteen only) per share.

Pursuant to this approval, the Board of Directors, at its meeting held on August 20, 2025, allotted 49,59,500 (Forty-Nine Lakh Fifty-Nine Thousand Five Hundred) equity shares on a preferential basis to non-promoter allottees and 24,08,000 (Twenty-Four Lakh Eight Thousand) convertible warrants on a preferential basis to promoter and non-promoter allottees.

These capital raising initiatives were undertaken in compliance with the provisions of the Companies Act, 2013, and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and are expected to strengthen the financial position and support the growth plans of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/

COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS

OPERATIONS IN FUTURE.

During the year under review, there is no Significant Order passed by the Regulators/ Courts or Tribunals impacting the going concern status and Company and its operations in future.

DEMATERIALISATION OF SHARES

The Companys equity shares are traded in dematerialized form on NSE. As of March 31, 2025, 100% of the paid-up equity share capital of the Company are in dematerialized mode. The shares are assigned the International Securities Identification Number (ISIN) INE0SH001010 under the Depository System.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims to provide protection to women employees (including external stakeholders/visitors) at the workplace and ensures prevention and effective redressal of complaints of sexual harassment, thereby creating a safe and secure working environment.

In compliance with the said Act, the Company has also constituted an Internal Complaints Committee ("ICC") to consider and address complaints of sexual harassment, if any.

The details of complaints received and disposed of during the financial year under review are as follows:

Particulars	2024-25	2023-24
Number of complaints of sexual harassment received in the year	Nil	Nil
Number of complaints disposed off during the year	NA	NA
Number of cases pending for more than 90 days	NA	NA

MATERNITY BENEFIT

In accordance with the Maternity Benefit Act, 1961, the Company provides statutory maternity benefits, including paid leave, medical benefits, and related facilities for its female employees, and affirms complete compliance with the provisions of the Maternity Benefit Act, 1961.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companys website and can be accessed https://www.masoninfra.com/codeandpolicies.html. The Policy intends to ensure that proper reporting, approval and disclosure process are in place for all transactions between the Company and related parties.

During the financial year 2024-2025, all contracts, arrangements and transactions entered into with related parties, including any material modifications thereof, were in the ordinary course of business and on an arms length basis, and were approved by the Audit Committee in accordance with the applicable regulatory requirements. Further, none of the transactions during the year were material in nature which require approval of the shareholders under Section 188(1) of the Companies Act, 2013 read with Regulation 23(4) of the SEBI Listing Regulations.

Accordingly, the disclosure of particulars of contracts/arrangements with related parties in Form-AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Moreover, the details of related party transactions, as required under the applicable accounting standards have been disclosed in the Notes to the Financial Statement forming part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, your Company has not undertaken any activities relating to the conservation of energy, nor acquired any technology. The Company has also neither incurred any expenditure or earned any income in foreign exchange. Consequently, the particulars relating to conservation of energy and technology absorption, as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to your Company.

RISK MANAGEMENT

The Board of Directors of the Company has established a comprehensive risk management framework to effectively manage internal and external risks across its businesses. The Board oversees the risk management function by defining and approving the objectives and philosophy of risk management and continuously monitoring and reviewing risks across the organization.

This framework aims to foster a strong risk culture integrated with the Companys business strategy and ensure that the Company undertakes businesses that are well understood and within its defined risk appetite. It further focuses on building profitable and sustainable businesses through a conservative approach to risk, proactively managing risks across the organization, and adopting best-in-class risk management practices to enhance shareholder value and strengthen stakeholder confidence.

In addition, the Board has put in place a comprehensive Risk Management Policy aimed at optimizing the risk-reward trade-off and enhancing shareholder value. The Companys approach to risk management is based on a clear understanding of the variety of risks it faces, disciplined risk monitoring and measurement, and continuous assessment and mitigation measures to ensure sustainable growth and value creation for all stakeholders.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as "Annexure-E" to this Report.

Further, the statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a annexure forming part of this report.

DISCLOSURE UNDER SECTION 43(A)(III) OF THE COMPANIES ACT,2013:

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT,2013:

During the year under review, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Issue of Sweat Equity) Regulations, 2002 is furnished.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT,2013:

During the year under review, the Company has not issued any equity shares under Employees Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, enable online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time frame from the date of receipt.

During the financial year 2024-25, the Company did not receive any complaints on SCORES. The details of investor complaints received, resolved, and pending during the year are as follows:

Sr No.	Complaints Received	Complaints Received	Complaints solved	Complaints Pending
1	Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2	Non-receipt of dividend warrants	Nil	Nil	Nil
3	Query regarding demat credit	Nil	Nil	Nil
4	Others	Nil	Nil	Nil
	Total	Nil	Nil	Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your directors make the following statement and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The directors have prepared the annual accounts on a going concern basis; and

e. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

POLICIES OF THE COMPANY

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/ or unlisted companies.

All the Policies and Codes adopted by your Company, from time to time, are available on the Companys website viz., https://www.masoninfra.com/codeandpolicies.html, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors place on records their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the

Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For MASON INFRATECH LIMITED.

Sd/-

Asit Surendra Thakkar Dattani

Managing Director

DIN: 01382453

Date: - 20/08/2025

Place: - Thane