To,
The Members
Mason Infratech Limited
Your Directors are pleased to present the 3rd Annual Report on the business and operations of Mason Infratech Limited ("the Company") along Audited Financial Statements, for the year ended March 31, 2026.
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.
COMPANY OVERVIEW
Mason Infratech Limited began its journey in February 2020 as a progressive partnership firm and, in April 2023, it was converted into Mason Infratech Private Limited emerging as a prominent Engineering, Procurement, and Construction (EPC) company in India with a strong focus on civil contracting. The companys subsequent listing in July 2024 further strengthened its industry presence, enabling us to deliver excellence across both residential and commercial projects.
Our identity reflects a seasoned expertise. Led by extensive experienced personnel in managing large-scale infrastructure developments nationwide, our team is deeply committed to precision and quality. Every project is executed with uncompromising standards, ensuring timely delivery and superior construction outcomes.
Guided by a firm ethical framework, we uphold fairness and equality in all our operations. We believe that customer satisfaction is the most effective endorsement, and this principle drives our continuous pursuit of excellence. Having successfully delivered over 3.5 million sq. ft. of projects, Mason Infratech stands as a testament to its dedication to building not just structures, but enduring legacies.
Our highly skilled and technologically advanced workforce positions us to meet Indias growing demand for premium infrastructure. At the heart of our operations lies a commitment to surpassing benchmarks in quality, environmental sustainability, and occupational health & safety. At Mason Infratech, we dont merely construct buildings, we craft lasting landmarks where innovation, quality, and client trust converge.
FINANCIAL PERFORMANCE
| Particulars | 2025-26 Consolidated | 2025-26 Standalone | 2024-25 Consolidated | 2024-25 Standalone |
| Revenue from Operations | 13,131.86 | 13,131.86 | 11,220.38 | 11,220.38 |
| Other Income | 236.00 | 322.02 | 6.73 | 6.73 |
| Total Income | 13,367.86 | 13,453.88 | 11,227.11 | 11,227.11 |
| Less: Operating Expenses | 8,065.61 | 8,044.91 | 7,009.51 | 7,009.51 |
| Less: Other Expenses | 1,600.93 | 1,600.93 | 1,420.57 | 1,420.57 |
| Gross Profit/(Loss) before Depreciation and Interest | 3,701.32 | 3,808.04 | 2,797.03 | 2,797.03 |
| Less: Finance Costs | 415.99 | 415.99 | 257.77 | 257.77 |
| Less: Depreciation and Amortization Expense | 328.85 | 328.85 | 257.85 | 257.85 |
| Profit/(Loss) before Tax Before exceptional and extra-ordinary items | 2,956.48 | 3,063.20 | 2,281.39 | 2,281.39 |
| Exceptional and Extra-ordinary Item | -- | -- | -- | -- |
| Profit/(Loss) before Tax after exceptional and extra-ordinary items | 2,956.48 | 3,063.20 | 2,281.39 | 2,281.39 |
| Less: Tax Expense (Net) | 769.1 | 795.6 | 572.53 | 572.53 |
| Profit/(Loss) After Tax | 2,187.39 | 2,267.61 | 1,708.85 | 1,708.85 |
During the year under review, the Company recorded standalone and consolidated revenue from operations of INR 13,131.86 lakhs, reflecting a growth of approximately 17% over the previous years revenue of INR 11,220.38 lakhs. This sustained upward trend reflects the Companys ability to enhance its market presence and consistently deliver value across its business segments.
The consolidated net profit after tax stood at INR 2,187.39 lakhs, compared to INR 1,708.85 lakhs in the previous year, while the standalone net profit after tax stood at INR 2,267.61 lakhs, compared to INR 1,708.85 lakhs in the previous year, marking a notable improvement in profitability. This growth in earnings highlights the Companys focus on operational efficiency, disciplined cost management, and sustained customer trust.
The Companys improved financial performance demonstrates its resilience in navigating industry challenges while simultaneously capitalizing on emerging opportunities. Backed by a robust project pipeline and disciplined execution capabilities, Mason Infratech has reinforced its position as a trusted EPC player in both residential and commercial segments. The consistent growth in revenues and profitability reflects not only operational efficiency but also prudent financial management and a commitment to long-term sustainability.
Looking ahead, the Directors remain confident about the Companys trajectory. With expanding urban infrastructure demand, increasing government focus on housing and smart city projects, and rising private sector investments, Mason Infratech is strategically positioned to capture new opportunities. The Companys emphasis on adopting advanced construction technologies, strengthening vendor partnerships, and enhancing workforce capabilities will further drive efficiency and scalability.
The Board anticipates that the Company will continue to deliver sustainable growth and enhanced returns in the coming years.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there was no change in the overall nature of business or in the principal activities carried out by the Company. However, Mason Infratech has strategically evolved from being solely an EPC contractor to also participating as a developer, through investments in developer entities. This diversification enables the Company to combine its construction expertise with long-term development opportunities, thereby enhancing value creation across the real estate projects.
DIVIDEND
The Board has recommended a final dividend of INR 0.10/- per equity share of INR 10 each (1%) for FY 2025-26. The proposed dividend payout is based on the outstanding number of shares as on the date of this report.
The record date for the purpose of payment of final dividend for the FY 2025-26, will be Tuesday, September 15, 2026.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 2025. Hence, your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.
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).
TRANSFER TO RESERVES
During the year, the Company has not transferred any amount to General Reserve. As on March 31, 2026, the Reserves and Surplus comprising, Retained Earnings, Securities Premium Account stood INR 13,957.11/- lakhs.
The members are advised to refer Note No. 4 as given in the financial statements which forms part of the Annual Report for detailed information.
SHARE CAPITAL
Authorised Share Capital:
As of March 31, 2026, the Authorized Share Capital of the Company stood at INR 25,00,00,000/- (Indian Rupees Twenty-Five Crores only), divided into 2,50,00,000 (Two Crores Fifty Lakhs) equity shares of INR 10/- (Indian Rupees Ten only) each.
Change in Authorised Capital:
During the year under review, the Company increased its Authorised Share Capital from INR 24,00,00,000/- (Indian Rupees Twenty-Four Crores only) divided into 2,40,00,000 (Two Crores Forty Lakhs) equity shares of INR 10/- each to INR 25,00,00,000/- (Indian Rupees Twenty-Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs Only) equity shares of INR 10/- each. The increase was approved by the Board of Directors at its meeting held on June 19, 2025, and subsequently approved by the Members at the Extraordinary General Meeting held on July 15, 2025.
Paid up Share Capital:
As of March 31, 2026, the Paid up Share Capital of the Company stood at INR 23,94,00,000/- (Indian Rupees Twenty-Three Crores Ninety-Four Lakhs only), divided into 2,39,40,000 (Two Crores Thirty-Nine Lakhs Forty Thousand) equity shares of INR 10/- (Indian Rupees Ten only) each.
Change in Paid up Share Capital:
During the year under review, the Paid-up Share Capital of the Company increased from INR 17,57,25,000/- (Indian Rupees Seventeen Crores Fifty-Seven Lakhs Twenty-Five Thousand only) to INR 23,94,00,000/- (Indian Rupees Twenty-Three Crores Ninety-Four Lakhs only), pursuant to the preferential allotment of equity shares and conversion of warrants into equity shares, as detailed below.
Preferential Issue of Equity Shares:
During the year under review, the Board of Directors, at its meeting held on June 19, 2025, approved the preferential issue of 49,59,500 (Forty-Nine Lakhs Fifty-Nine Thousand Five Hundred) equity shares of face value of INR 10 (Indian Rupees Ten only) each at an issue price of INR 124/- (Indian Rupees One Hundred Twenty-Four only) per share, including a premium of INR 114/- (Indian Rupees One Hundred Fourteen only) per share.
The Members of the Company, at the Extraordinary General Meeting held on July 15, 2025, accorded their approval to the said issue. Subsequently, 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.
Issue and Conversion of Warrants:
Further, during the year under review, the Board of Directors, at its meeting held on June 19, 2025, approved the issue of 24,08,000 (Twenty-Four Lakhs Eight Thousand) fully convertible warrants at an issue price of INR 124/- (Indian Rupees One Hundred Twenty-Four only) per warrant.
Pursuant to the requisite approvals, the Board of Directors, at its meeting held on August 20, 2025, allotted 24,08,000 (Twenty-Four Lakhs Eight Thousand) fully convertible warrants on a preferential basis to promoter and non-promoter allottees. Out of the said warrants, 14,08,000 (Fourteen Lakhs Eight Thousand) warrants were subsequently converted into equity shares on October 16, 2025, resulting in the allotment of 14,08,000 equity shares and corresponding increase in the Paid-up Share Capital of the Company.
Accordingly, during the year under review, the Paid-up Share Capital of the Company increased by 63,67,500 (Sixty-Three Lakhs Sixty-Seven Thousand Five Hundred) equity shares, pursuant to the preferential allotment and conversion of partial warrants into equity shares.
BONUS ISSUE
During the Financial year, the Company has not issued any Bonus Shares.
SWEAT EQUITY SHARES
During the year under review, the Company has not issued any sweat equity shares 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 (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is furnished.
SHARES WITH DIFFERENTIAL VOTING RIGHTS
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.
EMPLOYEE STOCK OPTIONS
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.
DEBENTURES/BONDS OR ANY NON-CONVERTIBLE SECURITIES
During the year under review, the Company has not issued any debentures, bonds or any non-convertible securities. As on date, the Company does not have any outstanding debentures, bonds or any non-convertible securities.
DETAILS OF UTILIZATION OF FUNDS RAISED
During the financial year 2025-26, the Company raised funds aggregating to INR 9,135.7 Lakhs through a preferential issue comprising allotment of 49,59,500 Equity Shares amounting to INR 6,149.78 Lakhs and 24,08,000 Warrants convertible into Equity Shares amounting to INR 2,985.92 lakhs. Out of the aforesaid funds, the Company received proceeds aggregating to INR 8,205.70 Lakhs up to March 31, 2026 as follows:
The details of utilization of the funds raised through the aforesaid preferential issue, as at March 31, 2026, are set out below.
(AMOUNT IN LAKHS)
| Sr. No. Object as disclosed in the Offer Document | Amount disclosed in the Offer Document | Amount received as of March 31, 2026 | Actual Utilized Amount | Unutilized Amount |
| 1. To invest in, and grant loans to, joint ventures, associate entities, companies, and body corporates for the purpose of supporting future expansion plans and expanding the Companys Real Estate and Construction business | 4400.00 | 8205.70 | 3781.32 | 222.43 |
| 2. To meet the Working capital requirements | 2500.00 | 1966.25 | ||
| 3. General corporate purposes | 2235.70 | 2235.70 | ||
Total for the year ended March 31, 2026 |
9135.70 |
8205.70 |
7983.27 * |
222.43 |
Notes:
As per the documents submitted by the company with the Stock Exchange; the Warrants are convertible into an equivalent number of Equity Shares of INR 10 (Indian Rupees Ten Only) each, at the option of the Warrant Holder(s), within 18 months from the date of allotment of such Warrants, in one or more tranches. The Warrant Holder(s) are required to pay 25% (Twenty-Five Percent) of the Warrant issue price at the time of allotment, with the balance 75% (Seventy-Five Percent) payable at the time of conversion.
Below is the summary of money received till March 31, 2026.
(AMOUNT IN LAKHS)
| Particulars | Upto Sept 2025 | Oct 2025 to Mar 2026 | Total |
| Money received against Equity Shares | 6149.78 | - | 6149.78 |
| Money received against Warrants # | 746.48 | 1309.44 | 2055.92 |
Total |
6896.26 |
1309.44 |
8205.70 |
Out of total funds raised, 14,08,000 Warrants, aggregating to INR 1,745.92 Lakhs, were converted into an equivalent number of Equity Shares on October 16, 2025.
Out of the total funds utilized during the financial year ended March 31, 2026, amounting to INR 7983.27 lakhs, an amount of INR 3196.95 lakhs was utilised upto September 30, 2025.
Statement of Deviation or Variation
Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no deviation or variation in the use of funds raised through preferential issue (allotment of Equity Shares and Warrants convertible into Equity Shares from the objects stated in the offer document.
A statement to that effect has also been duly filed with the Stock Exchange within the stipulated time.
DEPOSITS
Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and therefore, there was no principal or interest outstanding as on the date of the Balance Sheet.
CORPORATE GOVERNANCE
The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME Emerge Platform of NSE and by virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 ("LODR") the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.
SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of Revised Secretarial Standards on Meetings of Board of Directors (SS-1), Revised Secretarial Standards on General Meetings (SS-2) issued by Institute of Company Secretaries of India.
ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2026, will be 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 (KMPs)
Composition of Board:
The Board of the Company is constituted of seasoned leaders who embody integrity, vision, and excellence. Collectively, they bring a wealth of experience combining financial expertise, strategic insight, and governance capabilities. Their role extends beyond oversight, each Director actively contributes to shaping the Companys long-term direction, ensuring accountability and transparency in decision-making. With a strong sense of responsibility, they dedicate significant time to Board deliberations, preparation, and constructive engagement, thereby reinforcing the effectiveness of the Companys leadership framework.
As on date of this Report, the Companys Board is composed of 5 Directors, representing a well-balanced mix of executive leadership and independent oversight. This diverse composition brings together extensive experience across corporate governance, finance, law, and strategic management, enabling the Board to provide effective guidance and maintain a strong framework of accountability.
The Board affirms that all Directors, including those who were appointed or re-appointed during the year under review, possess the necessary qualifications, professional competence, and diverse experience to discharge their responsibilities effectively. Each member upholds the highest standards of integrity and contributes meaningfully to the governance of the Company. The process of selection and continuation of Directors is anchored in the Companys Policy on Nomination, Appointment and Removal of Directors, which clearly outlines the parameters for assessing qualifications, independence, and positive attributes. This policy is publicly available on the Companys website at https://masoninfra.com/codeandpolicies.html
The Board of Directors of the Company comprises the following Directors, as on March 31, 2026:
| Sr. No. Name of Director | DIN | Designation |
| 1. Mr. Asit Surendra Thakkar Dattani | 01382453 | Chairman & Managing Director |
| 2. Mr. Ashutosh Jayantilal Juthani | 10131832 | Whole-time Director |
| 3. Mr. Gokuldas Raghoba Desai | 10760133 | Non-Executive Independent Director |
| 4. Mr. Subhash Chandra Varshney | 08657452 | Non-Executive Independent Director |
| 5. Ms. Anuradha Sangeeta Parmar | 11159004 | Non-Executive Independent Director |
| 6. Mr. Vishwa Deo Sharma (Resigned w.e.f. from close of Business hours on 10-08-2026) | 02255589 | Non-Executive Independent Director |
Mr. Vishwa Deo Sharma, resigned from the position of Non-Executive Independent Director due to personal reason with effect from close of Business hours on August 10, 2026.
As on March 31, 2026, 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 | Chairman & Managing Director |
| 2. Mr. Ashutosh Jayantilal Juthani | Whole-time Director |
| 3. Mr. Smeet Asit Thakkar Alias Dattani | Chief Financial Officer (CFO) |
| 4.* Ms. Bhavana Naresh Chandak (Resigned w.e.f. close of Business hours of 04-09-2026) | Company Secretary & Compliance Officer |
*Ms. Bhavana Naresh Chandak resigned from the position of Company Secretary & Compliance officer due to personal reason with effect from close of Business hours on September 04, 2026.
During the year under review following changes taken place:
| Sr. No. Name of the Director/KMPs | Designation | Appointment/Change in Designation/Cessation | Effective Date |
| 1. Ms. Anuradha Sangeeta Parmar | Non-Executive Independent Director | Appointment | 19/06/2025 |
| 2. Mr. Subhash Chandra Varshney | Non-Executive Independent Director | Appointment | 23/03/2026 |
| 3. Mr. Smeet Asit Thakkar Alias Dattani | Chief Financial Officer (CFO) | Appointment | 28/05/2025 |
| 4. Ms. Bhavana Naresh Chandak (Resigned w.e.f. close of Business hours of 04-09-2026) | Company Secretary & Compliance Officer | Appointment | 28/05/2025 |
| 5. Mr. Hardik Shankar Bhadra | Chief Financial Officer (CFO) | Resignation | 30/04/2025 |
A) APPOINTMENT OF DIRECTORS:
During the year under review, 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 her appointment was subsequently approved by members in the Extra-Ordinary General Meeting held on July 15, 2025.
Mr. Subhash Chandra Varshney (DIN: 08657452) was appointed as an Additional Director and designated as Non-Executive Independent Director with effect from March 23, 2026, and his appointment was subsequently approved by members in the Extra-Ordinary General Meeting held on March 31, 2026.
B) CHANGES IN KEY MANAGERIAL PERSONNEL:
During the year under review 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 appointed Mr. Smeet Asit Thakkar Dattani as the Chief Financial Officer of the Company with effect from May 28, 2025.
The Board also 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.
C) RESIGNATION OF KEY MANAGERIAL PERSONNEL & DIRECTOR(S):
During the year under review Mr. Hardik Shankar Bhadra resigned from the Board with effect from April 30, 2025.
Mr. Vishwa Deo Sharma, resigned from the position of Non-Executive Independent Director due to personal reason with effect from close of Business hours on August 10, 2026.
The Board places on records sincere appreciation for valuable guidance, support and contributions during their respective tenures.
D) RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Ashutosh Jayantilal Juthani (DIN: 10131832), Whole Time Director of the Company is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing Annual General Meeting of the Company. Mr. Ashutosh Jayantilal Juthani is not disqualified under Section 164(2) of the Companies Act, 2013.
Notice convening ensuing Annual General Meeting includes the proposal for re-appointment of aforesaid Director along with brief details of the Director as per Regulation 36 of the Listing Regulations and Clause 1.2.5 of Secretarial Standard on General Meetings.
BOARD DIVERSITY
The Board of Directors of the Company has adopted the policy on Board Diversity. The Board comprises of adequate combination of executive non-executive independent directors in accordance with the requirements of the Companies Act, SEBI Listing Regulations and other statutory, regulatory and contractual obligations of the Company.
The policy on Board diversity has been disclosed on the website of the Company at https://masoninfra.com/codeandpolicies.html
The Board has taken into consideration the versatility of knowledge, experience, financial literacy/expertise, global market awareness and other relevant factors as may be considered appropriate and the Board has formulated with mix of members to maintain high level of ethical standards.
Board Meetings held during the year:
| Sr. No. | Date of Board Meeting |
| 1 | 28-05-2025 |
| 2 | 19-06-2025 |
| 3 | 07-07-2025 |
| 4 | 20-08-2025 |
| 5 | 08-09-2025 |
| 6 | 23-09-2025 |
| 7 | 16-10-2025 |
| 8 | 12-11-2025 |
| 9 | 06-03-2026 |
| 10 | 23-03-2026 |
Name of the Director
| 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 | Chairman Managing Director | 10 | 10 |
| 2 Mr. Ashutosh Jayantilal Juthani | Whole-time Director | 10 | 10 |
| 3 Mr. Gokuldas Raghoba Desai | Non-Executive Independent Director | 10 | 10 |
| 4 Mr. Vishwa Deo Sharma (Resigned w.e.f. from close of Business hours of 10-08-2026) | Non-Executive Independent Director | 10 | 9 |
| 5 Ms. Anuradha Sangeeta Parmar (Appointed w.e.f. 19-06-2025) | Non-Executive Independent Director | 8 | 7 |
| 6 Mr. Subhash Chandra Varshney (Appointed w.e.f. 23-03-2026) | Non-Executive Independent Director | 0 | 0 |
GENERAL MEETINGS
The Members of the Company met thrice (03) times during the Financial Year 2025-26 on the following date:
| Sr. No. | Date of Meeting | Type of Meeting |
| 1. | 15-07-2025 | Extra Ordinary General Meeting |
| 2. | 23-09-2025 | Annual General Meeting |
| 3. | 31-03-2026 | Extra Ordinary General Meeting |
INDEPENDENT DIRECTORS
Declaration by Independent Directors under sub-section (6) of Section 149:
As on March 31, 2026, the Board of Directors of the Company comprises of the following Non-Executive Independent Directors:
The Company has received the requisite declarations from all Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the prescribed criteria of independence under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the Listing Regulations.
Furthermore, all Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013. None of the Independent Directors is disqualified under Section 164(2) of the Act, and the requisite disclosures have been duly furnished.
Based on the declarations and disclosures received, the Board is of the opinion that all Independent Directors possess the requisite integrity, expertise and experience, and continue to maintain independence of the management.
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/familiarisation.html
Terms and Conditions of appointment:
The terms and conditions of appointment of Independent Directors are stipulated under Sections 149, 150, and 152 of the Companies Act, 2013, read with the Guidelines for Professional Conduct as set out in 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 has undertaken a comprehensive annual evaluation of its own performance, including that of its Committees and individual members, in accordance with the provisions of the Companies Act, 2013 and applicable SEBI Listing Regulations. The evaluation process covered aspects such as the effectiveness of the Boards structure, the quality of deliberations, the level of participation, and the contribution of each Director towards strategic guidance and governance.
The Board also reviewed the functioning of its Committees, compliance with statutory obligations, and the extent to which Board decisions are aligned with the Companys strategic vision and long-term goals. The assessment confirmed that the Board and its Committees operate in a cohesive and effective manner, with Directors consistently demonstrating independence of judgment, professional integrity, and a strong commitment to safeguarding stakeholder interests.
The performance evaluation exercise also encompassed a detailed review of the Boards functioning, with active participation from Independent Directors. The assessment was carried out against well-defined parameters, including Board composition and diversity, the effectiveness of processes and dynamics, the quality of deliberations, the depth of strategic discussions, the robustness of governance practices, and the level of engagement in Committee work. This structured evaluation reaffirmed that the Board continues to operate efficiently, with Directors demonstrating integrity, independence of judgment, and a sustained commitment to advancing the Companys long-term objectives and protecting stakeholder interests.
The performance of individual Directors was reviewed by the Board in consultation with the Nomination and Remuneration Committee. The evaluation was carried out on well-defined parameters, including the level of preparedness on matters to be discussed, the quality and constructiveness of contributions during Board and Committee meetings, and the value of inputs provided in strategic and governance discussions. In addition, the role of the Chairman was assessed separately, with emphasis on his leadership, ability to facilitate effective deliberations, and overall contribution to the functioning of the Board.
In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the overall functioning of the Board, and the effectiveness of the Chairman were reviewed, taking into account the perspectives of both Executive and Non-Executive Directors. The Independent Directors provided structured feedback on leadership, Board dynamics, and governance practices. The findings of this evaluation were subsequently placed before the Board, where the performance of the Board, its Committees, and individual Directors was further deliberated and discussed in detail.
In accordance with Schedule IV of Companies Act, 2013 a separate meeting of the Independent Directors of the Company was held on March 23, 2026, to;
i. Review the performance of non-independent Directors and the Board as
a whole;
ii. Review the performance of the Chairperson of the company taking into account the views
of executive Directors and Non-Executive Directors;
iii. Assess the quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
All the Independent Directors were present to the meeting.
COMMITTEES OF THE BOARD
In accordance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has duly constituted various Committees to ensure focused oversight and effective governance. These include the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, as well as the Executive Committee. Each Committee has been entrusted with specific responsibilities and operates within the framework of its charter, thereby facilitating informed decision-making, strengthening accountability, and ensuring compliance with applicable statutory and regulatory provisions.
A) AUDIT COMMITTEE:
The Audit Committee of the Company has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013, the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with other applicable provisions. The Committee plays a pivotal role in the Companys governance framework by reviewing reports of the Internal Auditor, engaging with the Statutory Auditors as necessary, and deliberating on their observations, suggestions, and findings. In addition, the Audit Committee examines significant accounting policies adopted by the Company, monitors financial reporting processes, and ensures that adequate internal control systems are in place to safeguard the integrity of financial statements and compliance with statutory requirements.
During the year under review, the Committee held 08 (Eight) meetings on May 28, 2025, June 19, 2025, July 07, 2025, August 20, 2025, September 08, 2025, October 16, 2025, November 12, 2025 and March 06, 2026.
The Composition of the Audit Committee as on March 31, 2026 is as under:
| Name of the Member | Nature of Directorship | Designation of Member |
| Mr. Vishwa Deo Sharma (Resigned w.e.f. close of Business hours of 10-08-2026) | Non-Executive Independent Director | Chairman |
| Mr. Gokuldas Raghoba Desai | Non-Executive Independent Director | Member |
| Mr. Ashutosh Jayantilal Juthani | Whole Time Director | Member |
The Board at its meeting held on June 19, 2025, reconstituted the Audit Committee and approved the appointment of Mr. Gokuldas Raghoba Desai, Independent Director, as a member of the Committee. He was inducted in place of Ms. Hiral Nilesh Gandhi, an Independent Director, who tendered her resignation effective March 27, 2025.
The present structure of the Audit Committee as on the date of this Board Report is as under:
| Name of the Member | Nature of Directorship | Designation of Member |
| Anuradha Sangeeta Parmar (Appointed w.e.f. 05-09-2026) | Non-Executive Independent Director | Chairman |
| Mr. Gokuldas Raghoba Desai | Non-Executive Independent Director | Member |
| Mr. Ashutosh Jayantilal Juthani | Whole Time Director | Member |
The Board at its meeting held on September 05, 2026 reconstituted the Audit Committee and approved the appointment of Ms. Anuradha Sangeeta Parmar, a Non-Executive Independent Director as a Chairman of the Committee. She was inducted in place of Mr. Vishwa Deo Sharma, a Non-Executive Independent Director, who tendered his resignation effective from close of Business hours on August 10, 2026.
B) NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013, together with Regulation 19(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions. The Committee is entrusted with responsibilities relating to the formulation of criteria for appointment and removal of Directors, evaluation of their performance, and determination of remuneration policies for Directors and Key Managerial Personnel. It plays a critical role in ensuring that the Companys governance framework remains transparent, merit-based, and aligned with statutory requirements as well as industry best practices.
In addition to discharging all responsibilities prescribed under the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee also undertakes key functions relating to Board composition. Specifically, the Committee formulates criteria for assessing the qualifications, positive attributes, and independence of Directors, and establishes guiding principles for determining the remuneration of Directors, Key Managerial Personnel, and senior employees of the Company. These principles are designed to ensure that appointments are merit-based, remuneration structures are fair and transparent, and the overall framework remains aligned with statutory requirements and the Companys long-term objectives.
During the year under review, 03 (Three) Meetings of the Nomination and Remuneration Committee was held on May 28, 2025, June 19, 2025 and March 23, 2026.
The Composition of the Nomination and Remuneration Committee as on March 31, 2026 is as under:
| Name of the Member | Nature of Directorship | Designation of Member |
| Mr. Subhash Chandra Varshney | Non-Executive Independent Director | Chairman |
| Ms. Anuradha Sangeeta Parmar | Non-Executive Independent Director | Member |
| Mr. Vishwa Deo Sharma (Resigned w.e.f. close of Business hours of 10-08-2026) | Non-Executive Independent Director | Member |
| Mr. Gokuldas Raghoba Desai | Non-Executive Independent Director | Member |
The Board at its meeting held on March 23, 2026, reconstituted the Nomination and Remuneration Committee and approved the appointment of Mr. Subhash Chandra Varshney, an Independent Director, as the Chairman of the Committee. This reconstitution was undertaken pursuant to the induction of Mr. Subhash Chandra Varshney as an Independent Director of the Company.
The Board at its meeting held on June 19, 2025, reconstituted the Nomination and Remuneration Committee and approved the appointment of Ms. Anuradha Sangeeta Parmar, an Independent Director, as a member of the Committee. She was inducted in place of Ms. Hiral Nilesh Gandhi, an Independent Director, who tendered her resignation effective March 27, 2025.
The Board at its meeting held on March 23, 2026, reconstituted the Nomination and Remuneration Committee and approved the appointment of Mr. Vishwa Deo Sharma, an Independent Director, as a member of the Committee.
The present structure of the Nomination & Remuneration Committee as on the date of this Board Report is as under:
| Name of the Member | Nature of Directorship | Designation of Member |
| Mr. Subhash Chandra Varshney | Non-Executive Independent Director | Chairman |
| Mr. Gokuldas Raghoba Desai | Non-Executive Independent Director | Member |
| Ms. Anuradha Sangeeta Parmar | Non-Executive Independent Director | Member |
The Board at its meeting held on September 05, 2026, reconstituted the Nomination and Remuneration Committee following the resignation tendered by Mr. Vishwa Deo Sharma, a Non-Executive Independent Director, effective from the close of Business hours on August 10, 2026.
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The scope of the Stakeholders Relationship Committee extends to reviewing and resolving shareholder grievances relating to matters such as, non-receipt of annual reports, dividends, and other related issues. In addition, the Committee undertakes examination of matters aimed at strengthening investor services and fostering improved shareholder relations, thereby ensuring that the Companys engagement with its investors remains transparent, responsive, and in line with statutory requirements.
During the year under review, 01 (One) Meeting of the Stakeholders Relationship Committee was held, on March 6, 2026.
The Composition of the Stakeholders Relationship Committee as on March 31, 2026 is as under:
| Name of the Member | Nature of Directorship | Designation of Member |
| Mr. Gokuldas Raghoba Desai | Non-Executive Independent Director | Chairman |
| Mr. Ashutosh Jayantilal Juthani | Whole time Director | Member |
| Mr. Vishwa Deo Sharma (Resigned w.e.f. close of Business hours of 10-08-2026) | Non-Executive Independent Director | Member |
The Board at its meeting held on March 23, 2026, reconstituted the Stakeholders Relationship Committee and approved the appointment of Mr. Gokuldas Raghoba Desai, an Independent Director, as the Chairman of the Committee.
The Board at its meeting held on June 19, 2025, reconstituted the Stakeholders Relationship Committee and approved the appointment of Mr. Ashutosh Jayantilal Juthani, Whole time Director, as a member of the Committee. He was inducted in place of Ms. Hiral Nilesh Gandhi, an Independent Director, who tendered her resignation effective March 27, 2025.
The Board at its meeting held on March 23, 2026, reconstituted the Stakeholders Relationship Committee and approved the appointment of Mr. Vishwa Deo Sharma, an Independent Director, as a member of the Committee.
The present structure of the Stakeholders Relationship Committee as on the date of this Board Report is as under:
| Name of the Member | Nature of Directorship | Designation of Member |
| Mr. Gokuldas Raghoba Desai | Non-Executive Independent Director | Chairman |
| Ms. Anuradha Sangeeta Parmar (Appointed w.e.f. 05-09-2026) | Non-Executive Independent Director | Member |
| Mr. Ashutosh Jayantilal Juthani | Whole time Director | Member |
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. The Committee has been entrusted with the powers under Section 179(3)(d)- borrowing of monies, Section 179(3)(e)- investment of the Companys funds, and Section 179(3)(f)- granting of loans or providing guarantees or securities in connection with the Companys business, in accordance with the provisions of the Companies Act, 2013.
During the year under review, 22 (Twenty-Two) meeting of the Executive Committee was held on following dates:
The composition of the Executive Committee as on March 31, 2026, was as under:
| Name of the Member | Nature of Directorship | Designation of Member |
| Mr. Asit Surendra Thakkar Dattani | Chairman & Managing Director | Member |
| Mr. Ashutosh Jayantilal Juthani | Whole time Director | Member |
E. INTERNAL COMPLAINTS COMMITTEE
The scope of the Internal Complaints Committee (ICC) covers the redressal of complaints relating to sexual harassment at the workplace with fairness, impartiality, and without bias, ensuring that all complaints are investigated and resolved within the statutory period of 90 days in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The ICC further undertakes awareness workshops, sensitization programs, and other activities to educate employees about sexual harassment, its effects, and the laws prohibiting such conduct, while providing a safe and accessible mechanism for filing complaints with due confidentiality and protection against retaliation.
The Internal Complaints Committee is duly constituted in accordance with the applicable regulations.
The Composition of the Internal Complaints Committee as on March 31, 2026, is as under:
| Sr. No. Name of Member | Designation |
| 1 Ms. Manisha Chaulkar | Chairman |
| 2 Ms. Phelegrin Pereira | Member |
| 3 Ms. Surekha Mane | Member |
| 4 Mr. Supriyo Boler | Member |
| 5 Ms. Sucheta Dikshit | Member |
During the year under review, Ms. Phelegrin Pereira and Ms. Surekha Mane were appointed as members of the Committee and Ms. Mansi More resigned as the member of the Committee. Accordingly, the Committee was reconstituted during the year to reflect these changes in its composition.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
In compliance with the provisions of Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism through its Whistleblower Policy. This mechanism is designed to encourage Directors and employees to report instances of unethical behavior, suspected fraud, or violations of the Code of Conduct that may adversely affect the Companys operations, performance, or reputation. Concerns may be reported to the Whistle and Ethics Officer, the Chairman of the Audit Committee, the Company Secretary, or, in exceptional cases, the Managing Director.
The Company has adopted a Whistleblower Policy ("Policy") as part of its vigil mechanism. The purpose of this Policy is to provide a secure and confidential channel for employees to raise concerns regarding improper or unacceptable practices and/or unethical conduct without the knowledge of the Management. The Policy ensures that employees who report such matters in good faith are protected against any adverse action or retaliation.
The Policy applies equally to the Companys Directors and employees. It covers reporting of unethical practices, fraud, or violations of applicable laws, rules, and regulations. The Company is committed to maintaining the highest standards of integrity and transparency, and the Policy reinforces this commitment by safeguarding whistleblowers and ensuring impartial investigation of complaints.
The Whistleblower Policy is accessible to all employees and Directors through the internal employee portal and is also available on the Companys website at https://www.masoninfra.com/codeandpolicies.html.
CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The Board has adopted Code of conduct for board of directors and senior management personnel as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides code of conduct for the board of directors of the Company ("Board") and the senior management personnel of the Company (i.e. one level below, the executive directors, and functional heads) ("Senior Management Personnel") for conduct the business of the Company with integrity, fairness and transparency and meet the expectations of statutory and regulatory authorities, and progressively enhance the scope of this Code to align the conduct with the expectations of shareholders, other stakeholders and the society at large.
The Code of conduct for board of directors and senior management personnel is available on the Companys website at https://masoninfra.com/codeandpolicies.html.
POLICY FOR DETERMINATION OF MATERIALITY
The Board has adopted a policy to determine materiality of event and information based on criteria specified under clause (i) of sub-regulation (4) of Regulation 30 of the Listing Regulations and to ensure that the Company shall make disclosure of events/ information specified in Para A and B of Part A of Schedule II of the Listing Regulations to the Stock Exchange and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
The policy for determination of materiality is available on the Companys website at https://masoninfra.com/codeandpolicies.html.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the Company in order to pay equitable remuneration to Directors, KMPs and other Employees of the Company and it includes the criteria for determining qualifications, positive attributes, independence of a Director. The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.
The Remuneration policy is available on the Companys website at https://masoninfra.com/codeandpolicies.html.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has in place a Code for Prohibition of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.
The Code of conduct for Prevention of Insider Trading is available on the Companys website at https://masoninfra.com/codeandpolicies.html
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company continued to maintain proper and adequate internal control systems commensurate with the nature, size, and complexity of its business operations. These systems comprise structured policies and procedures designed to ensure reliability of financial reporting, strict compliance with applicable laws, rules, and regulations, and adherence to internal policies. The controls further safeguard that all assets and resources are acquired economically, utilized efficiently, and adequately protected against loss, misuse, or unauthorized access.
The Audit Committee has periodically reviewed and evaluated the adequacy and effectiveness of the Companys internal financial controls during the year. The Committee has examined compliance with operating systems and accounting procedures, assessed risk-management practices, and ensured that corrective measures are implemented wherever required.
In addition, the Company has strengthened its risk management framework and internal audit processes to align with evolving regulatory expectations and business requirements. Continuous monitoring, periodic testing, and independent reviews have reinforced transparency, accountability, and governance standards across all levels of operations.
STATUTORY AUDITORS AND AUDITORS REPORT
The Members of the Company at the Annual General Meeting held on September 30, 2024, approved the appointment of M/s. Gada Chheda & Co LLP, Chartered Accountants (Firm Registration No. W100059), as the statutory auditors of the Company. Further, the shareholders approved the re-appointment of M/s. Gada Chheda & Co LLP for a second term of five years commencing from the conclusion of the 2nd AGM held on September 23, 2025, until the conclusion of 7th AGM of the Company to be held for the Financial Year 2029-30.
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 the Company had appointed M/s. J M & Associates, Chartered Accountants, Mumbai, (Firm Registration No.- 011270N) as the Internal Auditors of the Company for the Financial Year 2025-26.
However, pursuant to casual vacancy caused due to the resignation of M/s. J M & Associates (FRN: 011270N), the Company appointed M/s Ankit D. Bajaj and Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26.
Further, the Board of Directors, at its meeting held on May 27, 2026, re-appointed M/s. Ankit D. Bajaj and Associates, Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2026-27.
The Audit committee of the board, in consultation with the Internal Auditors, shall formulate the scope, functioning, periodicity and methodology for conducting the internal audit. The Internal Audit function assists the Company in evaluating and improving the effectiveness of its internal control systems, risk management processes and governance framework.
SECRETARIAL AUDITOR AND THEIR REPORT
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the Annual General Meeting held on September 23, 2025 approved the appointment of M/s. Nishtha Khandelwal & Associates, Practicing Company Secretaries (Firm Registration No. S2024MH989400; Membership No. A71865; Certificate of Practice No. 27466) as the Secretarial Auditor of the Company for a term of five consecutive years commencing from April 1, 2025 and ending on March 31, 2030.
The Secretarial Audit Report for the financial year 2025-26, submitted by M/s. Nishtha Khandelwal & Associates, confirmed compliance with applicable provisions and did not contain any qualification, reservation, adverse remark, or disclaimer.
Subsequently, a casual vacancy arose due to the resignation of M/s. Nishtha Khandelwal & Associates. The Board, at its meeting held on September 5, 2026, took note of the resignation and approved the appointment of M/s. Abhay Kumar Pal & Co. (formerly known as AJP & Associates), a peer-reviewed firm of Company Secretaries (FRN S2020MH767400), 2020-31, subject to the approval of the members.
The said report is annexed as "Annexure - A" to this report.
COST RECORDS AND COST AUDIT
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records as prescribed by the Central Government is applicable to the Company for the financial year 2025-26.
Accordingly, on the recommendation of the Audit Committee, the Board of Directors at its meeting held on September 08, 2025, approved the appointment of M/s. S A & Associates, Cost Accountants (Firm Registration No. 000347), in association with Sanjay B. Borad & Associates, led by Mr. Sanjay B. Borad, Practicing Cost Accountant & Insolvency Professional, Ahmedabad, as the Cost Auditor of the Company for the financial year 2025-26.
Further, M/s. S A & Associates were re-appointed as Cost Auditors of the Company for the financial year 2026-27 at the Board Meeting held on May 27, 2026.
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 for the financial year ended March 31, 2026, do not contain any qualification, reservation, adverse remark, or disclaimer. Accordingly, no explanations or comments of the Board are required in respect thereof.
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 have reported to the Audit Committee, pursuant to Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees. Accordingly, no details are required to be disclosed in the Boards Report in this regard.
DISCLOSURE OF ACCOUNTING TREATMENT
The financial statements have been prepared and presented on a historical cost basis, except for certain financial instruments which are measured at fair value or amortized cost. The Company follows the mercantile system of accounting and recognizes income and expenditure on an accrual basis, unless otherwise stated.
The financial statements are in compliance with the Generally Accepted Accounting Principles in India (GAAP) and the statutory requirements prescribed under the Accounting Standards (AS) specified under Section 133 of the Companies Act, 2013, read with the Companies (Accounting Standards) Rules, 2021, to the extent applicable to the Company.
Being an SME Listed Company, the mandatory requirement of adoption of Ind-AS is exempted. For the financial year ended March 31, 2026, the revised Schedule III of the Companies Act, 2013 is applicable to the Company for the presentation and disclosure of its financial statements.
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 2025-26. 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.
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
As on March 31, 2026, the Companys Subsidiary(ies), Associate(s) and Joint Venture(s) are as follows:
| Sr. No. Name of an Associate | Entity Type | Stake (In %) |
| 1.* Megastone Projects Private Limited | Subsidiary | 51 |
| 2. Milestone Projects and Developers Private Limited | Associate | 30 |
| 3. Ekkam Infra Build LLP | Associate | 30 |
| 4. Avvad Superstructures LLP | Associate | 40 |
| 5. Cadcons Developers LLP | Associate | 40 |
| 6. Magicmind Infratech LLP | Associate | 27.5 |
| 7.** Niraj Mason JV | Joint Venture | 50 |
*During the year under review, the Company acquired an additional 1% stake in Megastone Projects Private Limited, thereby increasing its shareholding from 50% to 51%, with effect from March 12, 2026.
Consequently, upon acquisition of the additional stake, Megastone Projects Private Limited, which was earlier classified as an Associate Company, become a Subsidiary Company of the Company with effect from March 12, 2026.
**During the year under review, the Company entered into a Joint Venture Agreement with Niraj Cements Structurals Limited and acquired a 50% interest for undertaking and executing project-related activities. Pursuant to this arrangement, the jointly controlled entity, Niraj Mason JV, was formed under the agreement dated 1st April, 2025.
PROPOSED WHOLLY OWNED SUBSIDIARY
Pursuant to the Resolution Plan approved by the National Company Law Tribunal (NCLT) on March 24, 2026 under the provisions of the Insolvency and Bankruptcy Code, 2016, control of Sabre Rohini Contractors Private Limited shall vest with the Company upon completion of the stipulated equity infusion of INR 1.5 crores and fulfilment of other applicable conditions. The Company expects to discharge the remaining obligations under the Resolution Plan by December 2026 in line with the timelines prescribed therein. Accordingly, as at March 31, 2026, the Company had not yet acquired control over the entity. Upon completion of the aforesaid procedures, Sabre Rohini Contractors Private Limited shall stand acquired and consequently become a wholly-owned subsidiary of the Company.
The information required under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 is provided in Form AOC-1, annexed to this Report as Annexure- D.
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
During the period between the close of the financial year ended March 31, 2026, and the date of this Report, there have been no material changes or commitments affecting the financial position 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
As of March 31, 2026, 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) INEOSH001010 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 | 2025-26 | 2024-25 |
| 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 |
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
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.
DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
During the year under review, no application was filed and no proceedings were initiated against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016, by any Financial Creditor or Operational Creditor.
Further, as on the date of this Report, no application or proceeding is pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not entered into any one-time settlement with any bank or financial institution. Accordingly, there is no difference in the amount of valuation at the time of one-time settlement and the valuation done at the time of taking a loan from any bank or financial institution during the year under review.
SYSTEM DRIVEN DISCLOSURE
SEBI, vide circular dated December 01, 2015, had introduced System Driven Disclosures in securities market detailing the procedure to be adopted for its implementation with effect from January 01, 2016. As specified in SEBI circular dated December 01, 2015, the system is being implemented and the disclosures of promoter/promoter group under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015 have been made.
The Company has duly appointed National Securities Depository Limited (NSDL) as Designated Depository to maintain the details as required by SEBI.
STRUCTURED DIGITAL DATABASE
SEBI, vide the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, introduced the concept of Structured Digital Database which came into effect from April 01, 2019. As per Regulation 3(5) of SEBI (PIT) Regulations, 2015, the Board of Directors or head(s) of the organisation is required to maintain Structured Digital Database.
As per Regulation 3(2A) of the PIT Regulations, 2015, an intermediary/ fiduciary /other entity shall maintain a separate Structured Digital Database internally, for recording details of Unpublished Price Sensitive Information (hereinafter referred to as UPSI)
The Company is maintaining the Structural Digital Database (SDD) internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.
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, the 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 2025-26, all contracts, arrangements, and transactions entered into with related parties, including any material modifications, were undertaken in the ordinary course of business and on an arms length basis.
These transactions were duly reviewed and approved by the Audit Committee, and in the case of material related party transactions, by the shareholders, in compliance with the applicable regulatory requirements.
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 applicable to the Company and annexed to this Report as Annexure- E.
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 has established a robust risk management framework to identify, assess, and mitigate internal and external risks across the Companys operations. This framework is overseen directly by the Board, which defines the objectives and philosophy of risk management and ensures continuous monitoring and review at the organizational level.
The framework is closely aligned with the Companys business strategy and defined risk appetite. It ensures that the Company undertakes only those businesses that are well understood and within acceptable parameters. Emphasis is placed on building profitable and sustainable businesses through a conservative approach, proactive risk identification, and adoption of best-in-class practices, thereby enhancing shareholder value and reinforcing stakeholder confidence.
To support this, the Board has adopted a comprehensive Risk Management Policy designed to optimize the risk-reward balance. The Companys approach is founded on a clear understanding of the diverse risks it faces, supported by disciplined monitoring, measurement, and continuous mitigation measures. This ensures sustainable growth and long-term value creation for all stakeholders.
The Audit Committee plays a pivotal role in strengthening the risk management framework. It reviews the adequacy and effectiveness of internal controls, monitors the implementation of risk mitigation measures, and evaluates significant risk exposures reported by management. The Committee also ensures that the Risk Management Policy remains relevant, comprehensive, and aligned with evolving regulatory requirements and industry best practices.
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 2025-26 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- F" 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 an annexure forming part of this report.
HUMAN RESOURCE DEVELOPMENT
The Company considers its workforce to be a vital driver of business performance. Sustained growth and long-term success depend significantly on our ability to attract, develop, engage, and retain talented professionals. We place strong emphasis on building a motivated team by identifying individuals with the right expertise, interests, and backgrounds aligned to our business requirements.
As of March 31, 2026, the Company employed 196 people, who collectively contribute to strengthening our operations and supporting future expansion.
The Company benefits from a balanced blend of seasoned professionals and energetic talents, providing both stability and dynamism to our operations. This mix enables us to pursue growth while maintaining continuity in our processes. Our structured work practices, coupled with skilled resources and a strong leadership team, have supported the effective execution of our expansion strategies.
In addition to employees, the Company engages contract labour at project sites based on operational requirements. We maintain arrangements to source skilled, semi-skilled and un-skilled workers, ensuring flexibility and efficiency in meeting diverse business needs.
The management consistently strives to foster a workplace environment where employees feel valued, empowered, and actively engaged. Continuous improvement remains at the core of our approach, and we build upon a strong organizational foundation that is reflected in our values, systems, and practices. This commitment ensures that the Company is not only a productive place to work but also one that inspires long-term growth and employee satisfaction.
ENVIRONMENT AND SAFETY
The Company remains deeply conscious of the importance of conducting operations in an environmentally responsible and safe manner. It strives to ensure that all activities are carried out with due regard to the safety of stakeholders, adherence to applicable environmental regulations, and the preservation of natural resources.
The proactive approach ensures that the Companys operations remain safe, compliant, and environmentally sound.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are addressed through SEBIs centralized web-based complaints redress system (SCORES). The key features of this system include a centralized database of all complaints, online submission of Action Taken Reports (ATRs) by companies, and real-time viewing by investors of the actions taken and the current status of their complaints.
The Company is registered on SCORES and endeavors to resolve all investor complaints received through SCORES or otherwise within the statutory timelines prescribed.
During the financial year 2025-26, the Company did not receive any investor complaints through SCORES. The details of complaints received, resolved, and pending during the year are as under:
| Sr. No. Nature of Complaint | Received | Resolved | 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 |
| 5 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.
e. The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. 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.
POLICIES OF THE COMPANY
The Company is committed to adhering to the highest standards of ethical, legal, and regulatory compliance. In line with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted various policies and codes to guide its governance and business conduct.
All such policies and codes are hosted on the Companys website at https://www.masoninfra.com/codeandpolicies.html, in accordance with Regulation 46 of the Listing Regulations, ensuring transparency and easy access for stakeholders.
These policies are periodically reviewed by the Board of Directors and its Committees to ensure continued relevance. They are updated whenever required to align with evolving business needs, regulatory changes, and best practices in corporate governance.
The Board remains committed to strengthening the governance framework by introducing new policies as required, and by enhancing existing ones to address emerging risks, sustainability imperatives, and stakeholder expectations. This proactive approach ensures that the Companys governance practices remain robust, forward-looking, and aligned with its long-term vision.
CAUTIONARY STATEMENT
Statements in this Annual Report, particularly those relating to the Management Discussion and Analysis, describing the Companys objectives, projections, estimates, expectations, or future plans, may constitute "forward-looking statements." These are based on certain assumptions and assessments made in good faith by the management.
However, actual results may differ materially from those expressed or implied due to a variety of factors including economic conditions, changes in government policies and regulations, fluctuations in market demand and supply, competitive pressures, technological developments, and unforeseen events such as pandemics, natural calamities, or geopolitical uncertainties.
The Company undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Stakeholders are therefore advised not to place undue reliance on these statements and to consider them in the context of the inherent risks and uncertainties.
APPRECIATIONS AND ACKNOWLEDGEMENTS
The Directors place on record their sincere appreciation for the dedication, hard work, and commitment demonstrated by the employees, whose significant contributions continue to drive the Companys growth and success.
The Board also acknowledges with gratitude the support and cooperation received from customers, suppliers, distributors, retailers, business partners, and all others associated with the Company in its business activities. The Company regards them as valued partners in its progress and remains committed to nurturing strong, enduring relationships built on mutual benefit, respect, and collaboration, while safeguarding consumer interests.
The Directors further extend their heartfelt thanks to the Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities, and Stock Exchanges for their continued trust and support.
The Board also wishes to recognize the guidance and encouragement received from professional advisors, consultants, and auditors, whose expertise has been instrumental in strengthening governance practices, compliance standards, and operational efficiency across the Company.
Finally, the Directors express their deep appreciation to the wider community and stakeholders for their goodwill and confidence in the Company. The Board remains committed to upholding the highest standards of corporate responsibility and sustainable growth, ensuring that the Companys progress continues to create value for all stakeholders.
For Mason Infratech Limited. |
| Sd/- |
| Asit Surendra Thakkar Dattani |
| Chairman & Managing Director |
| DIN: 01382453 |
| Date: 05-09-2026 |
| Place: Thane |
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