Masonglory: securities offering (amended)

Cover page 5 changes

1 unchanged paragraph

As filed with the Securities and Exchange Commission on November 18 , December 13, 2024.

31 unchanged paragraphs

• Resale Prospectus. A prospectus to be used for the resale by the Selling shareholders Shareholder (" Selling Shareholders Shareholder ") set forth therein of 1,000,000 Ordinary Shares of the Registrant (the " Resale Prospectus ").

13 unchanged paragraphs

In addition to this offering, we are registering up to 1,000,000 Ordinary Shares, par value US$0.0001, that may be sold in public or private transactions or both, from time to time after the closing of our IPO by the Selling Shareholders Shareholder named in the Resale Prospectus at prevailing market prices or in privately negotiated prices. We will not receive any proceeds from the sales of outstanding Ordinary Shares by the Selling Shareholder. The selling of any Ordinary Shares by the Selling Shareholder in the resale offering is contingent upon the Ordinary Shares being listed on Nasdaq and if our listing application is not approved, the selling of any Ordinary Shares by the Selling Shareholder will be terminated.

21 unchanged paragraphs

For Masonglory to transfer cash to its subsidiaries, Masonglory is permitted under the laws of the Cayman Islands and its Amended and Restated Memorandum and Articles (as defined below) to provide funding to our subsidiaries incorporated in the BVI (as defined below) and Hong Kong through loans or capital contributions. Masonglory's subsidiary formed under the laws of the BVI is permitted under the laws of the BVI to provide funding to the Operating Subsidiary subject to certain restrictions set forth in the BVI Business Companies Act 2004 (as amended) and memorandum and articles of association of the relevant Masonglory's subsidiary incorporated under the laws of the BVI. As a holding company, Masonglory may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. According to the BVI Business Companies Act 2004 (as amended), a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company's assets exceeds its liabilities and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. If any of Masonglory's subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to Masonglory. During the six months ended September 30, 2024 and the fiscal years ended March 31, 2023 and 2022, Masonglory, Masonglory BVI, and Masontech did not declare or pay any dividends and there was no transfer of assets among Masonglory and its subsidiaries. We do not have any current intentions to distribute further earnings. If we decide to pay dividends on any of the Shares in the future, as a holding company, we will be dependent on receipt of funds from the Operating Subsidiary by way of dividend payments. See "Dividend Policy," " Risk Factors — Risks Related to The Shares — We rely on dividends and other distributions on equity paid by the Operating Subsidiary to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business." on page 35, and "Consolidated Statements of Change in Shareholders' Equity in the Report of Independent Registered Public Accounting Firm" for further details.

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Masonglory is a holding company with operations conducted in Hong Kong through its key Operating Subsidiary in Hong Kong, Masontech Limited. Masontech Limited's reporting currency is Hong Kong dollars. This prospectus contains translations of Hong Kong dollars into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were calculated at the rate of US$1 = HK$7.8, representing the noon buying rate in The City of New York for cable transfers of HK$ as certified for customs purposes by the Federal Reserve Bank of New York on the last trading day of March 31, September 30, 2024. No representation is made that the HK$ amount represents or could have been, or could be converted, realized or settled into US$ at that rate, or at any other rate.

Prospectus summary 3 changes

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For During the six months ended September 30, 2024 and 2023 and the years ended March 31, 2024 and 2023, our major customers consisted primarily of main contractors of property development and civil engineering projects in Hong Kong. In particular, we value and rely on our relationship with three of our major customers, each belonging to renowned property development groups listed on the Main Board of the Stock Exchange of Hong Kong and together (i) contributing contributed approximately 99% of our total revenue generated for over the six months ended September 30, 2024 and approximately 93% of our total revenue generated for the years ended March 31, 2024 and 2023; and (ii) provided accounts receivable which represented approximately 53% of our total current assets for the six months ended September 30, 2024 and approximately 70% of our total current assets for the year ended March 31, 2024.

32 unchanged paragraphs

During the six months ended September 30, 2024 and the fiscal years ended March 31, 2024 and 2023, our Operating Subsidiary, Masontech BVI, and Masonglory did not declare or pay any dividends and there was no transfer of assets among Masonglory and its subsidiaries.

71 unchanged paragraphs

• There may be substantial sales of our Ordinary Shares by the Selling Shareholders Shareholder after the effective date of this registration statement of which this prospectus forms a part, which could have a material adverse effect on the price of our Ordinary Shares after this offering.

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Risk factors 13 changes

3 unchanged paragraphs

A significant portion of our revenue was derived from a limited number of customers. Our five largest customers for during the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, accounted for 100% of our total revenue.

1 unchanged paragraph

Our revenue is mainly derived from projects which are non-recurrent in nature and there is no guarantee that our customers will provide us with new businesses Our revenue is typically derived from projects which are non -recurrent in nature and our customers are under no obligation to award projects to us. During the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, we secured new businesses mainly through invitation for tender by customers. There is no assurance that we will be able to secure new contracts in the future. Accordingly, the number and scale of projects and the amount of revenue we are able to derive therefrom may vary significantly from period to period, and it may be difficult to forecast the volume of future business. For the six months ended September 30, 2024, we recorded tender success rate of approximately 16.7%. For the years ended March 31, 2024 and 2023 we recorded a tender success rate of approximately 15.4% and 15%, respectively. Our directors consider that our success rate on project tendering depends on a range of factors, which primarily include our pricing and tender strategy, competitors' tender and pricing strategy, the availability of our resources and subcontractors, level of competition and our customers' evaluation standards. Furthermore, so far as our directors are aware, some of our customers have maintained an evaluation system to ensure that the service providers meet certain standards of management, industrial expertise, financial capability, reputation and regulatory compliance which may change from time to time. There is no assurance that we could achieve the same or higher tender success rate in the future as we did during the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023. If we fail to secure new contracts or there is a significant decrease in the number of tender invitations or contracts available for bidding in the future, our business, financial position and prospects could be materially and adversely affected.

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During the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, our contracts with customers are generally on re -measurement basis and occasionally on a lump sum price basis or a combination of lump sum price items and re -measurement items, while our contracts with our subcontractors are generally on re -measurement basis. In the event that our contracts with customers are on a lump sum price basis and the cost of subcontracting increases and we are unable to pass on the risk of increased subcontracting fees to our customers, our profitability may be adversely affected.

Rising costs and limited supply of raw materials may increase our costs and affect our performance The major raw construction materials in wet trades works include Portland cement, aggregates and sand. Since the inception of our Operating Subsidiary, the average prices of most of the construction materials applied in wet trades works have shown an increasing trend. If raw material costs of wet trades work industry keep increasing, our costs may increase in the future, which could materially and adversely affect our business operations and financial conditions. Amongst all raw materials used in wet trades works, the average price of sand has increased the most, primarily due to the limited supply of river sand in the PRC. In particular, the main source of river sand and aggregates used in Hong Kong originate from Guangdong Province, where the local government has imposed export quotas to ease the local shortages as demand outstrips supply, wet trades contractors are facing occasional fluctuations in the supply of river sand and aggregates. In the event of a shortage of river sand and aggregates, if we are unable to source sufficient river sand and aggregates promptly to meet the needs of our wet trades projects, our project progress could be delayed and we may not be able to complete the projects on time in accordance with customers' requirement. In such event, our reputation and our tender success rate in the future may be adversely affected. During the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, we did not experience any material claim by our customer arising from any failure to complete our projects on time as a result of any fluctuations in the supply of river sand and aggregates.

The total actual value of work done may differ from the original estimated contract sum stated in our contracts with customers During the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, our contracts with customers are generally on re -measurement basis. Depending on our negotiations with customers, some of our customers may also engage us based on a lump sum price or a combination of lump sum price items and re -measurement items. In respect of re -measurement items, the contract will specify an estimated contract sum based on the agreed unit rates and the estimated quantities of work items. The actual amount of works to be carried out by us under our contract is subject to our customer's instructions or orders placed during the contract period and the total actual value of work done may be different from the original estimated contract sum stated in the contract.

Our customers will measure the actual quantities of works executed on site and we will be paid based on the actual work done. In respect of lump sum price items, we are generally required to carry out the specified works required by our customers of fixed quantity at an agreed fixed price. Our customers may request additional, reduction or alteration of works beyond the scope of the contract during project implementation by placing variation orders with us. The aggregate amount of revenue that we are able to derive from a project may be different from the original estimated contract sum specified in the relevant contract due to variation orders placed by our customers. As such, there is no assurance that the amount of fees and charges as finally agreed with our customers would be sufficient to recover our costs incurred or provide us with a reasonable profit margin or the amount of revenue derived from our projects will not be substantially different from the original estimated contract sum as specified in the relevant contracts and our financial condition may be adversely affected by any decrease in our revenue as a result of variation orders. As a result, there is no assurance that our revenue and profit margin in the future will remain at a level comparable to those recorded during the six months ended September 30, 2024 and during the years ended March 31, 2024 and 2023.

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During six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, the majority of our revenue was derived from wet trades works for residential developments. The future development of the wet trades industry and the availability of wet trades works projects in Hong Kong depend largely on the continued development of the property market in Hong Kong. The nature, extent and timing of available wet trades works projects will be determined by an interplay of a variety of factors, including the Government's policies on the property market in Hong Kong, its land supply and public housing policy, the investment of property developers and the general conditions and prospects of Hong Kong's economy. These factors may affect the availability of wet trades works projects in Hong Kong. If there is any slowdown (in terms of transaction volume and price) of the property market in Hong Kong, there is no assurance that the availability of wet trades works projects in Hong Kong would not decrease significantly, and our business, financial position and prospect may be adversely and materially affected.

3 unchanged paragraphs

Our ability to successfully tender for and undertake new projects is limited by the availability of our project management staff and subcontractors During six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, we have focused on the role of project management in carrying out our wet trades works. Therefore, our services capacity in undertaking several and sizeable wet trades works projects is largely limited by the availability of our in -house project management staff and our subcontractors. However, shortage of experienced and skilled labour is a prolonged issue in the wet trades industry in Hong Kong. In view of the aforesaid, we may encounter difficulties in maintaining and recruiting sufficient number of project management staff or engaging suitable subcontractors for undertaking additional projects in the future.

During six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, our Group had from time to time received invitations for tenders when our available resources were occupied by other projects on hand. On occasion, in order to (i) maintain our business relationship with customers; (ii) maintain our presence in the market; and (iii) be informed of the latest market development and pricing trends which are useful for tendering projects in the future, we would respond to our customers' invitations by submitting tenders instead of turning them down. In such circumstances, our executive directors would take a more prudent approach in costs estimation by factoring a higher profit margin even though it may cause our tender price to become less competitive than those submitted by our competitors. Therefore, our ability to successfully tender for new projects may be affected by the availability of our project management staff. There is a risk that we may not be awarded with new contracts by our customers as our tenders may become relatively less competitive due to limitation in our service capacity.

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Our backlog reduced from US$15,536,125 as of March 31, 2023 to US$13,924,481 as of March 31, 2024, representing a decrease of US$1,611,644. Our backlog further reduced by US$8,071,853 from US$13,924,481 as of March 31, 2024 to US$5,852,628 for the decrease six months ended September 30, 2024. The general downward trend in our backlog was due primarily to the increased completion and fulfillment of existing orders by us in our existing construction projects. Nevertheless, the timing and extent to which backlog will result in direct revenue depends on many factors, including the timing of commencement of work, the rate at which we perform services, scope changes, cancellations, delays, receipt of regulatory approvals and the nature, duration, size, complexity and phase of the studies. In addition, delayed projects remain in backlog until they are canceled. As a result of these factors, our backlog is not necessarily a reliable indicator of future direct revenue and we might not realize all or any part of the direct revenue from the authorizations in backlog as of any point in time.

111 unchanged paragraphs

There may be substantial sales of our Ordinary Shares by the Selling Shareholders Shareholder after the effective date of this registration statement of which this prospectus forms a part, which could have a material adverse effect on the price of our Ordinary Shares after this offering.

The registration statement of which this prospectus forms a part also registers on behalf of the Selling Shareholders Shareholder an aggregate of 1,000,000 Ordinary Shares previously issued by us. There are currently no agreements or understandings in place with the Selling Shareholders Shareholder to restrict the sale of the Selling Shareholders' Shareholder' Ordinary Shares after the effective date of the registration statement of which this prospectus forms a part. Sales of a substantial number of our Ordinary Shares by the Selling Shareholders Shareholder at such time could cause the market price of our Ordinary Shares to drop (possibly below the initial public offering price in this offering) and could impair our ability to raise capital in the future by selling additional Company securities.

1 unchanged paragraph

If you purchase shares in this offering, you will pay substantially more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$4.37 US$4.34 per share, representing the difference between our pro forma as adjusted net tangible book value per share of US$0.48 US$0.66 as of March 31, September 30, 2024, after giving effect to the net proceeds to us from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus, and an assumed public offering price of US$5.00 per share. See "Dilution" for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.

47 unchanged paragraphs

Dividend policy 2 changes

1 unchanged paragraph

During the six months ended September 30, 2024 and during the years ended March 31, 2024 and 2023, Masonglory did not declare or pay any dividends and there was no transfer of assets among Masonglory and its subsidiaries.

During the six months ended September 30, 2024 and during the years ended March 31, 2024 and 2023, our Operating Subsidiary did not declare or pay any dividends.

4 unchanged paragraphs

Capitalization 2 changes

The following table sets forth our capitalization as of March 31, September 30, 2024, on:

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Ordinary Shares, US$0.0001 par value per share: 500,000,000 shares authorized; 12,500,000 shares issued and outstanding; 14,000,000 shares issued and outstanding pro forma 1,250 1,400 Additional paid-in capital — 5,285,211 5,296,373 Retained earnings 722,855 722,855 2,019,058 2,019,058 Total stockholders' equity 2,019,061 7,305,669 2,928,151 8,224,674 Total capitalization 5,137,464 10,424,072 4,897,614 10,194,137 ____________ (1) Reflects the sale of Ordinary Shares in this offering at an assumed IPO of US$5.00 per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions, non -accountable expense allowance, and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual IPO price and other terms of this offering determined at pricing. Additional paid -in capital reflects the net proceeds we expect to receive after deducting the underwriting discounts and commissions (underwriting discount equal to 7.0% per Ordinary Share), and estimated offering expenses payable by us (US$2,213,392). We estimate that such net proceeds will be approximately US$ 5,286,608 . For an itemization of an estimation of the total offering expenses payable by us, see "Expenses Related to this Offering."

Dilution 7 changes

If you invest in the Shares in this offering, your interest will be immediately diluted to the extent of the difference between the IPO price per Ordinary Share in this offering and the net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the IPO price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share. As of March 31, September 30, 2024, we had a historical net tangible book value of US$1,793,851, US$2,324,530, or US$0.16 US$0.19 per Ordinary Share. Our net tangible book value per Ordinary Share represents total tangible assets less intangible asset, all divided by the number of Ordinary Shares outstanding as of March 31, September 30, 2024.

After giving effect to the sale of Ordinary Shares in this offering at the assumed IPO price of US$5.00 per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus), we will have 14,000,000 Ordinary Shares outstanding, and after deducting the underwriting discounts and commissions, non -accountable expense allowance, and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at March 31, September 30, 2024, would have been US$7,305,668.73, US$8,214,758.73, or US$0.64 US$0.66 per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.48 US$0.47 per Ordinary Share to existing investors and immediate dilution of US$4.37 US$4.34 per Ordinary Share to new investors. The following table illustrates this dilution to new investors purchasing Ordinary Shares in this offering:

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Net tangible book value per Ordinary Share as of March 31, September 30, 2024

Increase in pro forma as adjusted net tangible book value per Ordinary Share attributable to new investors purchasing Ordinary Shares in this offering $ 0.48 0.47 $ 0.48 0.46 Pro forma as adjusted net tangible book value per Ordinary Share after this offering $ 0.64 0.66 $ 0.63 0.65 Dilution per Ordinary Share to new investors in this offering $ 4.37 4.34 $ 4.37 4.35 ____________ (1) Assumes gross proceeds from the offering of 1,500,000 Ordinary Shares, and assumes that the Over -Allotment Option has not been exercised.

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Each US$1.00 increase (decrease) in the assumed IPO price of US$5.00 per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value as of March 31, September 30, 2024, after this offering by approximately US$0.12 US$0.11 per Ordinary Share, and would increase (decrease) dilution to new investors by US$0.88 US$0.89 per Ordinary Share, assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, non -accountable expense allowance, and estimated offering expenses payable by us.

If the Underwriters exercise their Over -Allotment Option in full, the pro forma as adjusted net tangible book value per Ordinary Share after this offering would be US$0.63, US$0.65, the increase in net tangible book value per Ordinary Share to existing shareholders would be US$0.48, US$0.46, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this offering would be US$4.37. US$4.35.

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The following table summarizes, on a pro forma basis as of March 31, September 30, 2024, the differences between the existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us in this offering, the total consideration paid, and the average price per Ordinary Share paid at the assumed IPO price of US$5.00 per Ordinary Shares, the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and estimated offering expenses. The total number of Ordinary Shares does not include the Over -Allotment Option.

1 unchanged paragraph

Exchange Rate Information 1 change

Masonglory is a holding company with operations conducted in Hong Kong through its key Operating Subsidiary in Hong Kong, Masontech, using Hong Kong dollars. Masontech's reporting currency is Hong Kong dollars. Translations of amounts from HK$ into US$ are solely for the convenience of the reader and were calculated at the rate of US$1 = HK$7.8, representing the noon buying rate in The City of New York for cable transfers of HK$ as certified for customs purposes by the Federal Reserve Bank of New York on the last trading day of March 31, September 30, 2024. No representation is made that the HK$ amount represents or could have been, or could be converted, realized or settled into US$ at that rate, or at any other rate.

MD&A 80 changes

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The following table shows a reconciliation of our backlog for the six months ended September 30, 2024 and 2023:

Contract revenues on uncompleted contracts at the beginning of the year 13,924,481 15,536,125 New contracts awarded during the year 1,923,077 18,327,607 Contract adjustment 1,618,922 138,030 Contracts revenue recognized for the year (11,613,852 ) (9,515,733 ) Backlog at the ending of the year 5,852,628 24,486,029 Our backlog decreased from US$24,486,029 for the six months ended September 30, 2023 to US$5,852,628 for the six months ended September 30, 2024, representing a decrease of US$18,633,401. The decrease in our backlog was due primarily to the increased completion and fulfillment of existing orders by us in our existing construction projects. Immediately after the reporting period, we have been awarded a public residential construction project in October 2024, the contract sum of which amounts to HK$40,807,376 (equivalent to approximately US$5,231,716). Nevertheless, the timing and extent to which backlog will result in direct revenue depends on many factors, including the timing of commencement of work, the rate at which we perform services, scope changes, cancellations, delays, receipt of regulatory approvals and the nature, duration, size, complexity and phase of the studies. In addition, delayed projects remain in backlog until they are canceled. As a result of these factors, our backlog is not necessarily a reliable indicator of future direct revenue and we might not realize all or any part of the direct revenue from the authorizations in backlog as of any point in time.

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Six months ended September 30, 2024, compared to six months ended September 30, 2023 The following table sets forth a summary of the consolidated results of operations of us for the periods indicated, both in absolute amount and as a percentage of our total revenues. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

For the six months ended September 30,

Administrative expenses

Total operating expenses

Other income (expense):

Interest expense, net

Total other income, net

Income from operations and before tax expenses

Our revenue increased from US$9,515,733 for the six months ended September 30, 2023 to US$11,613,852 for the six months ended September 30, 2024, representing an increase of approximately US$2,098,119 or 22%. The upward trend in our revenue can be primarily attributed to the expansion in the size and scope of the projects which were carried over from the six months ended September 30, 2023 to the six months ended September 30, 2024. As our projects have grown larger in scale, we have seen a corresponding increase in the volume of work performed, which subsequently led to the said increase in revenue. Due to the aforesaid increase in project value, we were not impacted by the reduction in the number of revenue -generating projects from 7, for the six months ended September 30, 2023, to 4 for the six months ended September 30, 2024.

We obtain new business via tender submission, which we usually receive invitations from our customers. For the six months ended September 30, 2023 and 2024, we submitted 5 and 6 tenders, respectively. Our success rate in winning these tenders was approximately 40% and 16.7% for the respective years. We attribute our success to our established reputation for delivering high -quality work, our expertise in wet trades operations, and our consistent ability to complete projects on time. These factors have helped us build trust with our customers and created more tendering opportunities for us.

For the six months ended

For the six months ended

Subcontracting costs

Total cost of revenue

Our cost of services increased from US$8,827,236 for the six months ended September 30, 2023 to US$10,645,525 for the six months ended September 30, 2024, representing an increase of approximately US$1,818,289 or 20.6%. This increase is primarily attributable to the expansion in the scale of our projects for the six months ended September 30, 2024, as aforesaid. As a result, we are required to allocate more labor, utilize additional materials and machinery, and implement new processes to meet the demands of our larger projects. This has led to noticeable increase in our subcontracting and overhead costs.

With respect to material costs, we closely monitor the changes in price levels on a regular basis and we have noticed a gradual increase in the price of raw materials and especially river sand, which is one of the key raw materials used in wet trade works. However, such inflationary pressures have not materially affected our results of operations and we do not expect such inflationary pressures to have a material effect on our results of operations in the future as we have established long -term stable relationships with our main suppliers who are able to consistently supply the necessary raw materials to us at favorable price without significant mark -ups despite the gradual increase in raw material costs.

In general, we take into account the recent upward or downward movements in the market price of raw materials when we prepare our budget for each project before we submit our tender to our customers to mitigate against inflationary pressures. For instance, we may adjust our pricing by increasing our subcontracting fees to pass on inflation driven cost increase to our customers. However, if there is any unexpected increase in the pricing of raw materials after we are awarded a project, such increase in price may not be passed onto our customers as our subcontracting fee is fixed and governed by our subcontracting agreement with our customers. In such event, our results of operations may be affected. For more information relating such risks, please see entitled "Risk Factors — Rising costs and limited supply of raw materials may increase our costs and affect our performance". For the six months ended September 30, 2024 and 2023, we did not experience any unexpected increase in pricing of raw materials after were awarded a project.

Gross profit and gross profit margin

Our gross profit increased by 40.6% to US$968,327 for the six months ended September 30, 2024, from US$688,497 for the six months ended September 30, 2023. Our gross profit margin increased to 8.3% for the six months ended September 30, 2024, from 7.2% for the six months ended September 30, 2023. The increase in gross profit margin is attributable to the expanded scale and performance of our public sector projects.

The following table sets out the gross profit and gross profit margin by sector for the six months ended September 30, 2024 and 2023, respectively:

For the six months ended September 30,

Public Sector Projects

Private Sector Projects

Our gross profit from public sector projects was US$596,008 for the six months ended September 30, 2024, as compared to US$116,869 six months ended September 30, 2023, an increase of US$479,139, or 410%. The increase in gross profit was mainly attributable to the increase in project size of our existing public sector projects and the addition of a new infrastructure construction public project. Our gross profit margin from public sector projects reduced from 10.9% for the six months ended September 30, 2023 to 8.6% for the six months ended September 30, 2024. This reduction was primarily due to increased costs associated with the larger scale of projects, including higher subcontracting costs. Additionally, the complexity of the new infrastructure project required additional resources and expertise, leading to elevated expenses. Our gross profit from private sector projects was US$372,319 for the six months ended September 30, 2024, as compared to US$571,628 for the six months ended September 30, 2023, a decrease of US$199,309, or 35%. The decrease in gross profit was mainly attributable to the completion of two private sector projects, which led to the reduction in private projects on hand for the six months ended September 30, 2024. Our gross profit margin from private sector projects increased from 6.8% for the six months ended September 30, 2023 to 8% for the six months ended September 30, 2024. The increase was driven by a sizeable private sector project that commenced in November 2023, which achieved a high gross profit due to its full -period impact. Such project was initiated under a tight schedule and we have performed additional work throughout the project. Consequently, we implemented a higher pricing strategy, which contributed to a significantly improved profit margin for our private sector projects for the six months ended September 30, 2024.

Other income and expenses

Our other income mainly represents bank interest income. The following table sets forth a breakdown of other income (expenses):

For the six months ended

Bank interest income

Finance lease interest

Our other income increased from US$923 for the six months ended September 30, 2023 to US$1,525 for the six months ended September 30, 2024. The increase was primarily attributable to the reduction in our finance lease interest as we have fully paid off our finance leases, resulting in no outstanding interest for the six months ended September 30, 2024.

We are not subject to any income tax in the Cayman Islands and the BVI pursuant to the rules and regulations in those jurisdictions, but our Operating Subsidiary, Masontech Limited, is subject to Hong Kong profits tax. Our income tax expense increased by US$44,314 from US$78,976 for the six months ended September 30, 2023 to US$123,290 for the six months ended September 30, 2024, which is primarily attributable to the increase in our taxable income. Our effective income tax rate for the six months ended September 30, 2023 and 2024, being tax charged for the year divided by profits before taxation, was 16.5%.

Net income and total comprehensive income

As a result of the forgoing, we reported a net income and total comprehensive income of US$743,740 for the six months ended September 30, 2024, as compared to US$531,338 for the six months ended September 30, 2023, an increase of US$212,402, or 40%. Such increase was mainly attributable to the increase in revenue from our public sector projects.

10 unchanged paragraphs

We obtain new business via tender submission, which we usually receive invitations from our customers. In the fiscal years ending on March 31, 2023 and 2024, we submitted 13 and 20 tenders, respectively. Our success rate in winning these tenders was approximately 15.4% and 15% for the respective years. We attribute our success to our established reputation for delivering high -quality work, our expertise in wet trades operations, and our consistent ability to complete projects on time. These factors have built helped us build trust with our customers and given us a competitive advantage in the created more tendering process. Our consistently stable tender success rate demonstrates our competitiveness in the wet trades works industry in Hong Kong, and reflects the satisfaction of our customers with the services we provide. opportunities for us.

1 unchanged paragraph

For the year ended March 31,

1 unchanged paragraph

For the year ended March 31,

2 unchanged paragraphs

Our cost of services increased from US$7,582,351 for the year ended March 31, 2023 to US$18,927,164 for the year ended March 31, 2024, representing an increase of approximately US$11,344,812 US$11,344,813 or 149.6%. The increase was generally in line with the increase in revenue while the increase in subcontracting costs, material costs, direct labor costs and overhead costs for the year ended March 31, 2024 was mainly attributable to the increase in the amount of works performed by us in our existing projects during the year ended March 31, 2024.

9 unchanged paragraphs

Our gross profit from private sector projects was US$1,552,496 for the year ended March 31, 2024, as compared to US$350,959 for the year ended March 31, 2023, an increase of US$1,201,537, or 342.4%. The increase in gross profit was mainly attributable to the increase in revenue generated from our residential and commercial development projects. Our gross profit margin from private sector projects increased from 4.5% for the year ended March 31, 2023 to 8.1% for the year ended March 31, 2024, which was mainly due to our directors' ability to negotiate for better pricing and more favorable terms with our suppliers.

8 unchanged paragraphs

As a result of the forgoing, we reported a net income and total comprehensive income of US$1,296,203 for the year ended March 31, 2024, as compared to US$332,354 for the year ended March 31, 2023, an increase of US$963,849, or 118.3%. 290%. Such increase was mainly attributable to the increase in revenue from both our public and private sector projects.

1 unchanged paragraph

Six months ended September 30, 2024, compared to six months ended September 30, 2023 Cash flows Our use of cash was primarily related to the payment of staff costs and various operating expenses. We have historically financed our operations primarily through a combination of cash generated from our wet trades works operations and directors' advances, which have historically been sufficient to meet our working capital and capital expenditure requirements.

We believe that our existing cash at banks, anticipated cash raised from financings, and anticipated cash flow from operations, together with the net proceeds from this offering, will be sufficient to meet our anticipated cash needs for the next 12 months from the date of this prospectus. We intend to use portion of the net proceeds from this offering to fund our operations over the next 12 months. See "Use of Proceeds." However, the exact amount of proceeds we use for our operations and expansion plans will depend on the amount of cash generated from our operations and any strategic decisions we may make that could alter our expansion plans and the amount of cash necessary to fund these plans. We may, however, decide to enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. We may need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash at banks we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materially affect our financial condition and results of operations.

The following table sets forth our selected consolidated cash flow data for the periods indicated:

Cash at banks at the beginning of the year

Net cash generated from operating activities

Net cash (used in) generated from financing activities

Cash at banks at the end of the year

Operating activities

Our cash inflow from operating activities was principally from receipt of progress payments from customers. Our cash outflows from operating activities were principally due to the payments for purchase of materials from suppliers, subcontracting fees, staff costs, and administrative and other operating expenses.

We recorded a slight reduction in our cash generated from operating activities from US$1,723,203 for the six months ended September 30, 2023 to US$1,698,635 for the six months ended September 30, 2024. Such reduction was attributable primarily to the movements in the following working capital items:

(i) the increase in accounts receivable, which resulted in a cash outflow of US$2,074,975 for the six months ended September 30, 2024 as compared to a cash outflow of US$1,314,272 for the six months ended September 30, 2023, an increase of US$760,703 or 57.9%;

(ii) the increase in accounts payable, which resulted in a cash outflow of US$752,429 for the six months ended September 30, 2024 as compared to a cash outflow of US$109,747 for the six months ended September 30, 2023, an increase of US$642,682 or 585.6%; and (iii) increase in the change of our contract assets, which resulted in a cash inflow of US$573,764 for the six months ended September 30, 2024 as compared to a cash inflow of US$108,979 for the six months ended September 30, 2023, an increase of US$464,785 or 426.5%.

Please refer to the paragraph headed "Current assets and current liabilities" for discussion on the changes in the working capital items below.

Financing Activities

For six months ended September 30, 2024, net cash used in financing activities was US$1,362,001 Financing cash outflow consisted primarily of (i) repayment to directors of US$1,148,940; and (ii) incurrence of deferred costs associated with this Offering of US$378,411. Financing cash inflow consisted of consideration of US$165,350 received for the issuance of Ordinary Shares.

For six months ended September 30, 2023 net cash generated by financing activities was US$1,277,154. Financing cash inflow consisted primarily of the proceeds from advances from directors of US$1,288,205 while being offset by cash outflows of principal payment of finance lease liabilities of US$11,051.

Capital Expenditures

We did not incur any significant capital expenditure for the six months ended September 30, 2024 and 2023.

Off-Balance Sheet Arrangements

For the periods presented, we did not have, and we do not currently have, any off -balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off -balance sheet arrangements or for some other contractually narrow or limited purpose.

5 unchanged paragraphs

For the year ended March 31,

7 unchanged paragraphs

(i) change in accounts receivable, which resulted in a cash outflow of $3,876,278 $3,828,747 for the year ended March 31, 2024 as compared to a cash outflow of $728,372 for the same period of 2023, an increase of $3,147,906 $3,100,375 or 432.2%; 426%;

(ii) change in tax payables, which resulted in a cash inflow of $176,938 for the year ended March 31, 2024 as compared to a cash outflow of $11,406 for the same period of 2023, an increase of $165,532 $188,344 or 1451.3%; 1,651%; and (iii) change in accrued expenses, which resulted in a cash inflow of $19,904 for the year ended March 31, 2024 as compared to a cash inflow of $4,680 for the same period of 2023, an increase of $15,224 or 325.3%.

2 unchanged paragraphs

For the year ended Mrach March 31, 2023, net cash used in financing activities was US$383,065. Financing cash outflow consisted primarily of (i) repayment to directors of US$340,250; and (ii) principal payment of finance lease liabilities of US$42,815.

For the year ended Mrach March 31, 2024, net cash provided by financing activities was US$1,684,519. Financing cash inflow consisted primarily of the proceeds from advances from directors of US$1,922,564 while being offset by cash outflows including (i) payment of offering costs of US$225,210; and (ii) principal payment of finance lease liabilities of US$12,835.

7 unchanged paragraphs

Deposits and other receivables

5 unchanged paragraphs

Accounts receivables represented receivables from our customers arising from our contract work. We generally grant our customers a credit period of 30 days, depending on their reputation and transaction history. As of March 31, 2024, our accounts receivable increased by US$3,821,757 to US$5,388,661 from US$1,566,904 as of March 31, 2023, which is due primarily to the increase in the amount of works performed by us in our existing projects. This is in line with each of our ongoing project's scale, complexity, work schedules and timing of settlement. As of March 31, 2024, the number of accounts receivable represented our works performed near the respective year end date. All of our accounts receivable as of March 31, 2024 have been subsequently settled as of May 31, 2024. Our accounts receivable decreased by US$2,069,244 or approximately 38% from US$5,388,661 as of March 31, 2024 to US$3,319,417 as of September 30, 2024. The decrease in accounts receivable was due mainly to our clients' settlement of our invoices. As of November 30, 2024, approximately US$2,689,384 or 81% of our accounts receivable as of September 30, 2024 have been settled.

We review our accounts receivable on a periodic basis and make allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual accounts receivable balances, we consider several factors, including the estimated provision rate, age of the balance, the customer's payment history, current credit -worthiness , and current economic trends. Additionally, we may make specific bad debt provisions based on any specific knowledge we have acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require us to use substantial judgment in assessing its collectability. Delinquent account balances are written -off after management has determined that the likelihood of collection is not probable. For the years ended March 31, 2024 and 2023, the balance for allowance for credit loss amounted to US$17,153 and US$10,163, respectively. For the six months ended September 30, 2024, the balance for allowance for credit loss amounted to US$11,421.

Contract assets represented our rights to considerations from customers for the provision of services, which arise when: (i) we completed the relevant services under such contracts; or (ii) our customers withhold certain amounts payable to our Group as retention money to secure the due performance of the contracts for a period of generally 12 months (defects liability period) after completion of the relevant works. Any amount previously recognised as a contract asset is reclassified to trade receivables at the point at which it becomes unconditional. Our contract assets increased from US$1,570,374 as of March 31, 2023 to US$1,870,545 as of March 31, 2024 partially due and further increased by US$565,523 to US$2,436,068 as of September 30, 2024. The upward trend in our contract assets is attributable to the increase of in our retention receivable, amount of which increased by US$1,036,850 from US$782,359 as of March 31, 2023 to US$1,819,209 as of March 31, 2024, and further increased by US$346,872 to US$2,166,081 as of September 30, 2024.

The increase in our retention receivable is in line with our trend of growing project size. For the years ended March 31, 2024 and 2023, the balance for allowance for credit loss amounted to US$34,802 and US$18,379, respectively. For the six months ended September 30, 2024, the balance for allowance for credit loss amounted to US$43,042.

2 unchanged paragraphs

We recognized deferred offering costs of US$225,210 US$603,621 and nil US$225,210 as of September 30, 2024 and March 31, 2024, and 2023, which consist consisted principally of all direct offering costs incurred by the Company, such as underwriting, legal, accounting, consulting, printing, and other registration related costs in connection with the initial public offering of the Company's ordinary shares. Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful or aborted, the costs will be expensed.

Deposits and other receivables

Our deposits consist of deposits paid for a car park lease and for the application of the Construction Innovation and Technology Fund (CITF). As of March 31, 2024, our deposits increased by US$2,563 US$2,564 to US$2,589 US$2,590 from US$26 as of March 31, 2023. The increase is mainly due to the deposit paid for the application of CITF. We recorded other receivables in the amount of US$2,179 as of 30 September 2024, which represented advancement to staff. We did not record other receivables as of March 31, 2024 and 2023.

2 unchanged paragraphs

Other professional fee

Our accounts payable primarily represent amounts payable to our suppliers of materials and subcontractors. As of March 31, 2024, our accounts payable increased by US$949,911 to US$2,333,224 from US$1,383,313 as of March 31, 2023. The increase of our accounts payable was due to the increase in value of projects undertaken by us as we purchased construction materials and engaged subcontractors and the result of our directors' effort to negotiate with subcontractors and suppliers for a longer payment term to smooth our working capital requirements given the commencement of certain new projects. We recognized a decrease of US$752,429 in our accounts payable from US$2,333,224 as of March 31, 2024 to US$1,580,795 as of September 30, 2024, which is due mainly to the completion and reduction of projects on hand.

Our accounts payable turnover days was primarily affected by the timing of our payments and our payables as at year ended. Our trade payables turnover days decreased from approximately 38.2 days for the year ended March 31, 2023 to approximately 35.8 days for the year ended March 31, 2024. Our trade payables turnover days subsequently increased to 49 days for the six months ended September 30, 2024, which is due partly to our management's focus on improving cash flow management.

Our accruals primarily consisted of accrued audit fee, staff salaries and MPF contributions. As of March 31, 2024, our accruals increased by US$19,904 to US$39,071 from US$19,167 as of March 31, 2023, which was mainly due to the increase in staff members. Our accruals further increased by US$51,602 from US$39,071 as of March 31, 2024 to US$90,673 as of September 30, 2024 due to the incurrence of professional fees associated with this Offering.

2 unchanged paragraphs

Our amount due to directors is non -trade in nature, unsecured, repayable on demand and non -interest bearing. During the years ended March 31, 2024 and 2023, such amounts represented cash advanced by our directors to the Group for the purpose of providing general working capital to the group. As of March 31, 2024, our amount due to directors increased by US$1,922,564 to US$3,118,403 from US$1,195,839 as of March 31, 2023, which is due to the increase in advancement by our directors in respond to our higher operation costs as a result of the increase in projects undertaken. For the outstanding six months ended September 30, 2024 our amount will be settled before Listing. due to directors decreased by US$1,148,940 to US$1,969,463 from US$3,118,403 for year ended March 31, 2024, as we have repaid outstanding amounts to our directors.

8 unchanged paragraphs

Business 21 changes

7 unchanged paragraphs

We have established long -term relationships with customers who we have worked with since the inception of our Operating Subsidiary in 2018, some of which are our major customers as at the date of this prospectus. For During the six months ended September 30, 2024 and the years ended March 31, 2023 and 2024, all of our major customers are reputable main contractors of various buildings projects in Hong Kong that belonged to renowned construction groups that are listed on the Stock Exchange of Hong Kong Limited. At the same time, we strive to maintain such long -term and stable relationship with our major customers as we derive a significant portion of our revenue from them. For the years ended March 31, 2023 and 2024, the aggregate revenue generated by three of our major customers accounted for over approximately 93% of the total revenue generated and the accounts receivable from such customers also represented approximately 70% of our total current assets as of March 31, 2024. For the six months ended September 30, 2024, the same three major customers generated revenue which in total accounted for approximately 99% of the total revenue generated and the accounts receivable from such customers represented approximately 53% of our total current assets.

2 unchanged paragraphs

As we strive to consistently deliver high quality and timely services to our customers, we maintain a pre -approved list of available suppliers (consists of both subcontractor workers and suppliers of toolings and materials) to allow us to quickly and efficiently source the required materials, equipment, or services for our customers' projects. Not only does this help maintain our desired level of workmanship and project outcomes, but it also streamlines our procurement process. We have generally established stable relationships with our suppliers including our major suppliers. For the six months ended September 30, 2024, we have engaged over 270 subcontractors and 15 suppliers. For the years ended March 31, 2023 and 2024, we have engaged over 245 subcontractors and 20 suppliers, and over 380 subcontractors 25 suppliers, respectively. We consider that our good track record of timely payment to our subcontractors allows us to maintain a strong network of suppliers and allows us to maintain long -term and stable relationship with them. We have not adopted any "pay -when -paid " policy with our subcontractors and we generally pay our subcontractors before payment by our customers. For the six months ended September 30, 2024, our trade receivables turnover days and trade payables turnover days were approximately 56 days and 49 days, respectively. For the years ended March 31, 2024 and 2023, our trade receivables turnover days were approximately 62 and 56 days, respectively, while our trade payables turnover days were approximately 36 and 38 days, respectively. We believe that our good track record of timely payment helps us to attract and retain high quality subcontractors. With our established relationships with these subcontractors, we believe that not only can we undertake projects of various scale and fulfil the specifications and requirements of different customers, but also ensure stable and timely delivery of services from our subcontractors.

We believe that our good track record of timely payment helps us to attract and retain high quality subcontractors. With our established relationships with these subcontractors, we believe that not only can we undertake projects of various scale and fulfil the specifications and requirements of different customers, but also ensure stable and timely delivery of services from our subcontractors.

29 unchanged paragraphs

For the six months ended September 30, 2024, our tender success rate was 16.7%. For the years ended March 31, 2023 and 2024, our tender success rate was 15% and 15.4%, respectively.

28 unchanged paragraphs

Our project portfolio consists mainly of private sectors projects in Hong Kong, which include both private residential development and commercial development. We also engage in public sector projects in Hong Kong, which include infrastructure and public facilities developments, although to a lesser extent. As at the date of this prospectus, we have 6 8 projects on hand (including projects in progress and projects that are awarded to us but have not yet commenced). For the years ended March 31, 2024 and 2023, we completed in 2 projects in total. The majority of our revenue for the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023 was derived from wet trades works for residential developments.

Set forth below are descriptions of the developments for which we performed wet trades works for the six months ended September 30, 2024 and for years ended March 31, 2024 and 2023:

Residential: we have participated in both private housing projects initiated by some of the leading private property developers in Hong Kong as well as public housing projects initiated by the Hong Kong government. Residential development projects accounted for approximately 99% of our revenue for the six months ended September 30, 2024, and approximately 82% and 93% of our revenue for the years ended March 31, 2024 and 2023, respectively.

Commercial: we have participated in office building construction and new commercial zone development project across Hong Kong. Commercial development projects accounted for approximately 0% of our revenue for the six months ended September 30, 2024, and approximately 11% and 5% of our revenue for the years ended March 31, 2024 and 2023, respectively.

Infrastructure and public facilities: we have participated in government office and public leisure centre construction projects. Infrastructure and public facilities development projects accounted for approximately 1% of our revenue for the six months ended September 30, 2024, and accounted for approximately 7% and 2% of our revenue for the years ended March 31, 2024 and 2023, respectively.

For the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, our customers are primarily main contractors of property development and civil engineering projects in Hong Kong. Our five largest customers accounted for 100% of our revenue for the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023. For the year ended March 31, 2024 three of our customers generated income which accounted for more than 10% of our annual revenue, one for 61.1% ("Customer A"), one for 21.8% ("Customer B") and one for 10.4% ("Customer C").

2 unchanged paragraphs

For the six months ended September 30, 2024, two of our customers generated income which accounted for more than 10% of our revenue, one for 58.7% (being Customer B) and one for 33.4% (being Customer C). At the same time, Customer A generated income which accounted for 6.6% of our revenue for the six months ended September 30, 2024.

1 unchanged paragraph

We do not enter into long -term agreements with our customers, and our customers generally engage us on a project -by -project basis, which we believe is in line with market practice. For the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, our customers were located in Hong Kong and our purchase were denominated in Hong Kong dollars.

15 unchanged paragraphs

There have been occasions where our customers would supply certain construction materials, equipment, machinery or services to us. For instance, our customers may purchase the required construction materials for us, supply protective equipment to our subcontractors and provide onsite cleaning services. In such cases, our customers may deduct the amount for the procurement of such materials, equipment or services in the relevant payment certificates which will be issued to us throughout the project. Customers usually adopt such practices to ensure that the project execution process could better adhere to their quality and standards. For the six months ended September 30, 2024, 3 of our customers were also our suppliers in the same project. For the years ended March 31, 2024 and 2023, 3 and 2 of our customers were also our suppliers in the same project.

3 unchanged paragraphs

The suppliers of goods and services that are essential for our business operations can be categorized into three main groups: (i) subcontractors who provide specialized services required for our projects, (ii) suppliers who provide constructions materials and equipment that are required by our subcontractors, and (iii) suppliers of other miscellaneous services such as machinery rental and repair and maintenance services. For the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, our suppliers were located in Hong Kong and our purchase were denominated in Hong Kong dollars.

3 unchanged paragraphs

For the six months ended September 30, 2024, we incurred subcontracting fees of approximately US$9,131,838. For the years ended March 31, 2024 and 2023, we incurred subcontracting fees of approximately US$15,266,179 and US$5,799,018, respectively.

3 unchanged paragraphs

For the six months ended September 30, 2024, we incurred fees of approximately US$1,144,103 in the purchase of materials and equipment from our suppliers. For the years ended March 31, 2024 and 2023, we incurred fees of approximately US$3,243,662 and US$1,541,024 in the purchase of materials and equipment from our suppliers, respectively.

16 unchanged paragraphs

In addition to our status as a registered subcontractor, we are also a registered specialist trade contractor under the Registered Specialist Trade Contractors Scheme ("RSTCS"). The RSTCS is a certification scheme that aims to improve the quality, standards, and competence of specialist trade contractors in the construction industry in Hong Kong. An applicant applying for registration as a Registered Specialist Trade Contractor ("RSTC") must meet all registration requirements relating to safety, management, job experience, execution, finance and integrity management. Each RSTC is subject to the monitoring of the committee on RSTCS ("Committee") and is required to renew their applications every three years to update their business information for assessment of suitability to be continued to be listed under the RSTCS. Each designated trade under the RSTCS is further divided into Group 1 or Group 2, with Group 2 having generally higher registration requirements (such as higher available working capital, higher number of qualified safety personnel and management staff, and projects with higher contract value). Under the rules and procedures for RSTC, for the designated trade of plastering, Group 1 registrants are imposed with a tender limit of subcontract value of up to HK$10 million whereas Group 2 registrants are not imposed with any tender limit. According to the Construction Industry Council, as at the date of this prospectus, there were only 49 registered specialist trade contractors in the designated trade category of plastering (Group 2) under the RSTCS. For more information on the RSTCS, please refer to "Regulations — Laws and Regulations in Relation to Contractor Licensing Regime and Operation" on page 89. 95.

9 unchanged paragraphs

For the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, we undertook projects in the role of subcontractor. Our wet trades works were covered by the employees' compensation insurance, third party liability insurance and contractor's all risks insurance taken out by the main contractors for the entire construction projects. Such insurance policies covered and protected all employees of main contractors and subcontractors of all tiers working in the relevant construction site and works performed by them in the relevant construction site.

3 unchanged paragraphs

For the six months ended September 30, 2024 our Operating Subsidiary employed a total number of 10 employees in Hong Kong. For the years ended March 31, 2024 and 2023, our Operating Subsidiary employed a total number of 2 and 11 and 4 employees in Hong Kong, respectively. All of our employees were stationed in Hong Kong. The following table sets out a breakdown of our employees by function:

2 unchanged paragraphs

We believe that our Operating Subsidiary maintains a good working relationship with its employees, and it has not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023. There has not been any trade union set up for our employees.

5 unchanged paragraphs

Our operations at project sites are subject to certain environmental requirements pursuant to the laws in Hong Kong, including primarily those in relation to air pollution control, water pollution control, noise control and waste disposal during the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023. For details of the regulatory requirements, please refer to the section headed "Regulation" in this prospectus.

1 unchanged paragraph

Management 1 change

74 unchanged paragraphs

For the six months ended September 30, 2024, we paid an aggregate of HK$408,000 (approximately US$52,308) and HK$126,000 (approximately US$16,154), respectively, in cash (including salaries and mandatory provident fund) to our directors and executive officers. For the fiscal years ended March 31, 2024 and 2023, we paid an aggregate of HK$900,000 (approximately US$115,385) and HK$789,000 (approximately US$101,154), respectively, in cash (including salaries and mandatory provident fund) to our directors and executive officers. The Operating Subsidiary is required by law to contribute amounts equal to certain percentages of each employee's salary for his or her mandatory provident fund. We have not made any agreements with our directors or executive officers to provide benefits upon termination of employment.

4 unchanged paragraphs

Related Party Transactions 1 change

2 unchanged paragraphs

For the years ended March 31,

12 unchanged paragraphs

Note 14: Subsequent Events 42 changes

3 unchanged paragraphs

PRELIMINARY PROSPECTUS

Benjamin Securities, Inc.

Masonglory Limited and its subsidiaries

Condensed Consolidated Balance Sheets

Accounts receivable, net

Deposits and other receivables

Total current assets

Right-of-use assets – finance lease

Total non-current assets

Total current liabilities

Shareholders' equity

Ordinary shares, 500,000,000 shares authorized; USD0.0001 par value, 12,500,000 and 11,500,000 shares issued and outstanding, as of September 30, 2024 and March 31, 2024, respectively 1,250 Additional paid in capital 164,103 — Retained earnings 2,762,798 2,019,058 Total shareholders' equity 2,928,151 2,019,061 Total liabilities and shareholders' equity 6,900,164 7,687,613 The accompanying notes are an integral part of these condensed consolidated financial statements.

Masonglory Limited and its subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income For the six months ended September 30, 2024 2023 USD USD (unaudited) (unaudited) Revenue 11,613,852 9,515,733 Cost of revenue (10,645,525 ) (8,827,236 ) Gross profit 968,327 688,497 Operating expenses General and administrative expenses (102,822 ) (79,106 ) Total operating expenses (102,822 ) (79,106 ) Income from operations 865,505 609,391 Other income (expense) Interest expense, net — (209 ) Other income 1,525 1,132 Total other income, net 1,525 Income before tax expense 867,030 610,314 Income tax expense (123,290 ) (78,976 ) Net income and total comprehensive income 743,740 531,338 Net income per share attributable to ordinary shareholders Basic and diluted 0.06 0.05 Weighted average number of ordinary shares used in computing net income per share Basic and diluted 0.06 0.05 The accompanying notes are an integral part of these condensed consolidated financial statements.

Masonglory Limited and its subsidiaries

Condensed Consolidated Statements of Changes in Shareholders' Equity (unaudited) Ordinary Shares Retained Earnings Total Shareholders' Equity Number of shares Amount USD USD USD Balance as of April 1, 2023 11,500,000 722,855 722,858 Net profit for the period (unaudited) — — 531,338 531,338 Balance as of September 30, 2023 (unaudited) 11,500,000 1,254,193 1,254,196 Ordinary Shares Additional paid in capital Retained Earnings Total Shareholders' Equity Number of shares Amount USD USD USD Balance as of April 1, 2024 11,500,000 — 2,019,058 2,019,061 Issue of ordinary shares (unaudited) 1,000,000 1,247 164,103 — 165,350 Net profit for the period (unaudited) — — — 743,740 743,740 Balance as of September 30, 2024 (unaudited) 12,500,000 1,250 164,103 2,762,798 2,928,151 The accompanying notes are an integral part of these condensed consolidated financial statements.

Masonglory Limited and its subsidiaries

Condensed Consolidated Statements of Cash Flows

Operating activities:

Amortization of right-of-use assets – finance lease

Expected credit loss allowance

Change in working capital items:

Change in accounts receivable

Change in contract assets

Change in deposits and other receivables

Change in accounts payable

Change in income tax payable

Change in accrued expenses

Cash generated from operating activities

Financing activities:

Principal payments for finance lease liabilities

(Repayment to) Advances from directors

Proceeds from issuance of ordinary shares

Cash (used in) generated from financing activities

Net increase in cash at banks

Cash at banks as of beginning of the period

Cash at banks as of the end of the period

Supplementary Cash Flows Information

Cash refund for income tax

Cash paid for interest

The accompanying notes are an integral part of these condensed consolidated financial statements.

Masonglory Limited and its subsidiaries

Note 1: Organization and Business Description (cont.) 1 change

1 unchanged paragraph

During the years periods presented in these financial statements, the control of the entities has never changed and remained under the control of Mr. TS Fung and Mr. TT Tun. Despite the aforesaid dilution, Mr. TS Fung and Mr. TT Tun continue to hold a 92% ownership interest and maintain control over the Company.

Note 2: Summary of Significant Accounting Policies 5 changes

1 unchanged paragraph

The consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries (Collectively, the "Company") and have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

The unaudited condensed consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries (Collectively, the "Company") and have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company's unaudited consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. These unaudited condensed financial statements do not include certain information and footnote disclosures as required by the U.S. GAAP for complete annual financial statements. Therefore, these unaudited condensed consolidated interim financial statements should be read in conjunction with the financial statements and related notes included in this Registration Statement on Form F -1 for the years ended March 31, 2024 and 2023.

3 unchanged paragraphs

For the years ended March 31, 2024 and 2023, all of the Company's assets were located in Hong Kong and all of the Company's revenue were derived from its subsidiaries located in Hong Kong. The Company has a concentration of its revenue and accounts receivable with specific customers.

Masonglory Limited and its subsidiaries

Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash at banks, accounts receivable and contract assets. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash at banks with financial institutions located in Hong Kong. As of September 30, 2024 and March 31, 2024, USD526,108 and 2023, USD189,474 and USD171,162 were deposited with financial institutions located in Hong Kong. The Deposit Protection Scheme introduced by the Hong Kong Government insured each depositor at one bank for a maximum amount of USD64,103 (HKD500,000). Otherwise, these balances are not covered by insurance. The Company believes that no significant credit risk exists as these financial institutions have high credit quality Masonglory Limited and the Company has not incurred any losses related to such deposits. its subsidiaries

Note 4: Contract Assets 6 changes

1 unchanged paragraph

Contract assets consisted of the following as of September 30, 2024 and March 31, 2024:

Revenue recognized in excess of amounts paid or payable (contract receivable) to the Company on uncompleted contracts (contract asset) excluding retainage 272,062 51,731 Retainage included in contract assets due to being conditional on something other than solely passage of time 2,207,048 1,853,616 Less: allowance for credit loss (43,042 ) (34,802 ) Contract assets, net 2,436,068 1,870,545 Contract assets, current 2,436,068 1,870,545 Contract assets, non-current — — The movement of revenue recognized in excess of amounts paid or payable (excluding retainage) before net of allowance for credit loss is as follows:

Balance at beginning of the period/year

Increase as a result of total work completed during the period/year

Decrease as a result of total amount billed out

Balance at end of the period/year

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Note 7: Accounts payable 2 changes

Components of accounts payable are as follows as of September 30, 2024 and March 31, 2024:

The Company's trading terms with its suppliers and subcontractors are mainly on credit. The credit terms generally range from 7 to 30 days.

Note 8: Accrued Expenses 2 changes

Components of accrued expenses are as follows as of September 30, 2024 and March 31, 2024:

1 unchanged paragraph

Masonglory Limited and its subsidiaries

Note 9: Income Taxes 6 changes

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For the six months ended

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The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company's deferred tax asset and liability are as follows:

Right-of-use assets – finance lease

Provision for allowance of credit losses

Deferred tax liabilities

Deferred tax assets, net

1 unchanged paragraph

Note 11: Related Party Balance and Transactions 1 change

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Masonglory Limited and its subsidiaries

Note A: Due to related parties 3 changes

As of September 30, 2024 and March 31, 2024, and 2023, the balances of amounts due to related parties were as follows:

4 unchanged paragraphs

For the six months ended

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Advances from (Repayment to) Advances from related parties

1 unchanged paragraph

Note 12: Commitments and Contingencies 2 changes

As of September 30, 2024 and March 31, 2024, and 2023, the Company did not have any significant capital and other commitments.

The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its consolidated financial position, cash flows or results of operations on an individual basis or in the aggregate. As of September 30, 2024 and March 31, 2024, and 2023, the Company is not a party to any material legal or administrative proceedings.

1 unchanged paragraph

Note 13: Segment Reporting 1 change

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Based on the management's assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. For the years six months ended March 31, September 30, 2024 and 2023, revenue and assets within Hong Kong contributed over 90% of the Company's total revenue and assets. Therefore, no geographical segments are presented. The single segment represents the Company's core business of providing wet trades works and other wet trades related ancillary works to its customers in Hong Kong.

Note D: Boral Capital LLC 4 changes

3 unchanged paragraphs

1,000,000 Ordinary Shares to be sold by the Selling Shareholders Shareholder

This prospectus relates to the resale of 1,000,000 shares of our Ordinary Shares by the Selling shareholders Shareholder (" Selling Shareholder(s) ") named in this prospectus. We will not receive any of the proceeds from the sale of the Ordinary Shares by the Selling Shareholder named in this prospectus.

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For Masonglory to transfer cash to its subsidiaries, Masonglory is permitted under the laws of the Cayman Islands and its Amended and Restated Memorandum and Articles (as defined below) to provide funding to our subsidiaries incorporated in the BVI (as defined below) and Hong Kong through loans or capital contributions. Masonglory's subsidiary formed under the laws of the BVI is permitted under the laws of the BVI to provide funding to the Operating Subsidiary subject to certain restrictions set forth in the BVI Business Companies Act 2004 (as amended) and memorandum and articles of association of the relevant Masonglory's subsidiary incorporated under the laws of the BVI. As a holding company, Masonglory may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. According to the BVI Business Companies Act 2004 (as amended), a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company's assets exceeds its liabilities and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. If any of Masonglory's subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to Masonglory. During the six months ended September 30 and the fiscal years ended March 31, 2023 and 2022, Masonglory, Masonglory BVI, and Masontech did not declare or pay any dividends and there was no transfer of assets among Masonglory and its subsidiaries. We do not have any current intentions to distribute further earnings. If we decide to pay dividends on any of the Shares in the future, as a holding company, we will be dependent on receipt of funds from the Operating Subsidiary by way of dividend payments. See "Dividend Policy," " Risk Factors — Risks Related to The Shares — We rely on dividends and other distributions on equity paid by the Operating Subsidiary to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business." on page 35, and "Consolidated Statements of Change in Shareholders' Equity in the Report of Independent Registered Public Accounting Firm" for further details.

4 unchanged paragraphs

Number of Ordinary Shares Offered by the Selling Shareholders Shareholder

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Exhibits 2 changes

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Pursuant to the requirements of the Securities Act, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F -1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on November 18, December 13, 2024.

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Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Masonglory, has signed this registration statement or amendment thereto in New York, New York on November 18, December 13, 2024.

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