Manas Polymers & Energies Ltd Management Discussions

OPERATIONS

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the financial year ended March 31, 2025, 2024 and 2023. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled “Financial Information ” and the chapter titled “Restated Financial Information” on page 189 of this Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled “Risk Factors” on page 31 of this Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled “Forward-Looking Statements” on page 23 of this Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Manas Polymers and Energies Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Information for the financial year ended March 31, 2025, 2024 and 2023 included in this Red Hearing Prospectus.

BUSINESS OVERVIEW

We are primarily engaged in the business of manufacturing and supply of premium food-grade PET preforms and PET bottles, jars and closure caps. We sell our products i.e. PET preforms and PET bottles, jars and closure caps to the PET (plastics) industry. We are also engaged in the renewable energy.

Initially, the business of our Company was started by Late Anju Bhadauria in the year 2015 as a sole proprietorship concern under the name and style of “M/s. Manas Power and Infrastructure” wherein the renewable power generation and distribution business was being caried out by M/s. Manas Power and Infrastructure and, also in the year 2017 as a sole proprietorship concern by under the name and style of “M/s Manas Polymers” wherein the manufacture and supply of premium food-grade PET preforms, PET bottles, jars and closure caps was being carried out by M/s. Manas Polymers to cater to the PET (plastics) industry. Late Anju Bhadauria who commenced the aforesaid business possessed the requisite experience, expertise and indepth industry knowledge which gives us the key competitive advantage and enables us to expand our geographical and client presence in the existing industry, while exploring new growth avenues. In addition to Late Anju Bhadauria, Vineet Bhadauria and Dhruv Bhadauria was also responsible for spearheading the growth of the business and aptly supported the business alongwith a dedicated team. Our Company was incorporated on January 19, 2024 for the purpose of expansion of our business and, accordingly, our Company acquired the business of “M/s. Manas Polymers” and “M/s. Manas Power and Infrastructure” in terms of a Business Transfer Agreement dated January 25, 2024 on a going concern basis. Late Anju Bhadauria, one of our erstwhile Promoter was appointed as a director in our Company and since then she is looking after the overall business operations of our Company.

For further details, please see chapter titled “Our Business” on page 129 of this Red Herring Prospectus.

OUR PRODUCT PORTFOLIO

For Product Portfolio please see chapter titled “Our Business” on page 129 of this Red Herring Prospectus.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR AND STUB PERIOD

As per mutual discussion between the Board of the Company and BRLM, in the opinion of the Board of the Company there have not arisen any circumstances since the date of the last Financial Information as disclosed in this Red Herring Prospectus and which materially and adversely affect or is likely to affect within the next twelve months.

The Board of Directors has, pursuant to a resolution passed at its meeting held on July 18, 2024 and August 25, 2025 authorized the Issue.

The shareholders of the Company have, pursuant to a special resolution passed in the EGM held on August 1, 2024 and August 30, 2025 authorized the Issue.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factors” on page 31 of this Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors

including the following:

• Changes, if any, in the regulations / regulatory framework / economic policies in India and / or in foreign countries, whichaffect national & international finance.

• ability to retain our skilled personnel;

• Government support and spending on advertising industry;

• Performance of Companys competitors;

• Significant developments in Indias economic and fiscal policies;

• Volatility in the Indian and global capital market.

DISCUSSION ON RESULT OF OPERATION Our Significant Accounting Policies

For Significant accounting policies please refer Significant Accounting Policies, under Chapter titled “Restated Financial Information” on page 189 of this Red Herring Prospectus.

Overview of Revenue & Expenditure

Our revenue and expenses are reported in the following manner:

Revenue of operations

Our principal component of revenue from operations is generated from sale of products and sale of renewable energy.

Other Income

Our other income mainly comprises of interest income and discount received.

Expenditure

Our total expenditure primarily consists of cost of material consumed, change in inventories, employee benefit expenses, finance costs, depreciation and amortization expenses and other expenses.

Cost of Material Consumed

Cost of material consumed include value of inventory of raw material, packing material, trading material and accessories at the beginning of the period along with value purchased during the period less value at the end of period.

Change in Inventories of finished goods and stock in trade

Changes in inventories of finished goods and stock in trade comprises of expenses attributable to an increase or decrease in inventory levels during the relevant financial year/period in finished goods and stock in trade.

Employment Benefit Expenses

Employee benefits expense comprised of salary, wages, bonus, directors remuneration, staff welfare expenses.

Finance Costs

Our finance costs mainly include bank charges, interest, and other finance cost.

Depreciation

Depreciation includes depreciation and amortization of fixed assets.

Other Expenses

It includes audit fees, telephone expenses, travelling expenses, advertisement & promotion expenses, computer & internet expense, printing and stationery, legal & professional fees and security charges.

RESULTS OF OUR OPERATION

(Z in Lakhs)

Particulars	For the year ended March 31, 2025	% of Total Revenue	For the year ended March 31, 2024#	% of Total Revenue	For the year ended March 31, 2023	% of Total Revenue
Revenue from Operations	3,154.44	95.42%	1,976.21	98.38%	2,035.52	100.00%
Other Income	151.37	4.58%	32.57	1.62%	0	0.00%
Total Income	3,305.80	100.00%	2,008.78	100.00%	2,035.52	100.00%
Expenditure
Cost of Material Consumed	2,356.56	71.29%	1,491.33	74.24%	1,656.66	81.39%
Change in Inventories	(93.06)	-2.82%	-100.81	-5.02%	-110.09	-5.41%
Employee Benefit Expenses	84.49	2.56%	72.04	3.59%	57.27	2.81%
Other Expenses	230.28	6.97%	156.08	7.77%	181.15	8.90%
Total Expenses	2,578.27	77.99%	1,618.64	80.58%	1,784.99	87.69%
Profit Before Interest, Depreciation and Tax	727.53	22.01%	390.13	19.42%	250.53	12.31%
Depreciation & Amortisation Expenses	98.44	2.98%	103.16	5.14%	104.20	5.12%
Profit Before Interest and Tax	629.09	19.03%	286.98	14.29%	146.33	7.19%
Financial Charges	80.24	2.43%	79.22	3.94%	60.96	2.99%
Profit before Taxation	548.85	16.60%	207.75	10.34%	85.37	4.19%
Provision for Taxation	119.41	3.61%	73.49	3.66%	28.52	1.40%
Provision for Deferred Tax	0.17	0.01%	-35.92	-1.79%	-22.54	-1.11%
Total	119.58	3.62%	37.57	1.87%	5.98	0.29%
Profit After Tax but Before Extra ordinary Items	429.27	12.99%	170.19	8.47%	79.39	3.90%
Extraordinary Items	-	0.00%		0.00%	-	0.00%
Profit Attributable to Minority Shareholders	-	0.00%		0.00%	-	0.00%
Net Profit after adjustments	429.27	12.99%	170.19	8.47%	79.39	3.90%
Net Profit Transferred to Balance Sheet	429.27	12.99%	170.19	8.47%	79.39	3.90%

#The figures are shown by merging the profit & loss ofproprietorship from April 01, 2023 to January 24, 2024 and profit & loss of company from January 25, 2024 to March 31, 2024.

FISCAL YEAR ENDED MARCH 31, 2025 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2024 Revenue from Operations

The revenue from operation for year ended March 31, 2025, consisted of Rs 98.89 lakhs and Rs 3,055.55 lakhs from renewable energy and sale of products respectively and for year ended March 31,2024 consisted of Rs 125.85 lakhs and Rs 1,850.36 lakhs from renewable energy and sale of products respectively. Revenue from Operations increased from Rs 1,976.21 Lakhs in year ended March 31,2024 to Rs 3,154.44 Lakhs in year ended March 31,2025 with a resultant increase of 59.62% in year ended March 31, 2025, mainly due to increase in the revenue from sale of products by Rs 1,205.19 lakhs.

Other Income

Other Income increased from Rs 32.57 lakhs in year ended March 31, 2024, to Rs 151.37 lakhs in year ended March 31, 2025, with a resultant increase of 364.75% in year ended March 31, 2025. The majority of this Other Income for March 31, 2025, was derived from discounts received from suppliers, contributing around 99.28% of the Total Other Income.

Cost of Material Consumed

Cost of Material Consumed increased from Rs 1,491.33 lakhs in year ended March 31,2024 to Rs 2,356.56 lakhs in year ended March 31,2025 with a resultant increase of 58.02% in year ended March 31,2025 considering overall increase in revenue

from operations.

Employee Benefits Expenses

Employee Benefit Expenses increased from Rs72.04 lakhs in year ended March 31,2024 to Rs84.49 lakhs in year ended March

31.2025 with a resultant increase of 17.28% in year ended March 31,2025 mainly due to increase in the directors remuneration.

Other Expenses

Other expenses increased from Rs156.08 lakhs in year ended March 31,2024 to Rs230.28 lakhs in year ended March 31,2025 with a resultant increase of 47.54% in year ended March 31,2025 primarily due to increase in power & electricity, freight charges and repairs & maintenance.

Depreciation and amortization expenses

Depreciation and amortization decreased marginally from Rs103.16 lakhs in year ended March 31,2024 to Rs98.44 lakhs in year ended March 31,2025 with a marginal decrease of 4.58% in year ended March 31, 2025.

Finance Costs

Finance cost increased from Rs79.22 lakhs in year ended March 31,2024 to Rs 80.24 lakhs in year ended March 31, 2025 with a resultant marginal increase of 1.29% in year ended March 31,2025.

Profit before tax

Profit before tax increased from Rs 207.75 lakhs in year ended March 31,2024 to Rs 548.85 lakhs in year ended March 31,2025 with a resultant increase of 164.19% in year ended March 31, 2025. The increase is primarily attributed to the percentage increase in the revenue from operations & other income.

Net Tax Expenses:

Net tax expense has increased from Rs 37.57 lakhs in the year ended March 31,2024 to Rs 119.58 lakhs in the year ended March 31,2025 with a resultant increase of 218.29% in year ended March 31,2025 considering increase in profit before tax and eventual tax liabilities.

Profit after Tax:

Net Profit after tax increased from Rs 170.19 lakhs in year ended March 31,2024 to Rs 429.27 lakhs in year ended March

31.2025 with a resultant increase of 152.23% in year ended March 31,2025 considering increase in the revenue from operations & other income.

FISCAL YEAR ENDED MARCH 31, 2024 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31,2023 Revenue from Operations

The revenue from operation for year ended March 31, 2024 consisted of Rs 125.85 lakhs and Rs 1,850.36 lakhs from renewable energy and sale of products respectively and for year ended March 31, 2023 consisted of Rs 109.72 lakhs and Rs 1,925.28 lakhs from renewable energy and sale of products respectively. Revenue from Operations decreased from Rs 2,035.52 Lakhs in year ended March 31, 2023 to Rs 1,976.21 Lakhs in year ended March 31, 2024 with a resultant decrease of 2.91% in year ended March 31, 2024 mainly due to decrease in the revenue from sale of products by Rs 74.92 lakhs.

Other Income

There was no Other Income for the year ended March 31, 2023. However, for the year ended March 31, 2024, Other Income amounted to Rs32.57 lakhs, representing 1.62% of the Total Income. The majority of this Other Income for March 31, 2024 was derived from discounts received from suppliers.

Cost of Material Consumed

Cost of Material Consumed decreased from Rs 1,656.66 lakhs in year ended March 31, 2023 to Rs 1,491.33 lakhs in year ended March 31, 2024 with a resultant decrease of 9.98% in year ended March 31, 2024 considering overall reduction in sale of products.

Employee Benefits Expenses

Employee Benefit Expenses increased from Rs 57.27 lakhs in year ended March 31, 2023 to Rs72.04 lakhs in year ended March 31, 2024 with a resultant increase of 25.79% in year ended March 31, 2024 mainly due to increase in the salaries and wages including bonus.

Other Expenses

Other expenses decreased from Rs181.15 lakhs in year ended March 31, 2023 to Rs156.08 lakhs in year ended March 31, 2024 with a resultant decrease of 13.84% in year ended March 31, 2024 primarily due to decrease in power & electricity, freight

charges, AMC charges and other expenses.

Depreciation and amortization expenses

Depreciation and amortization decreased marginally from Rs104.20 lakhs in year ended March 31, 2023 to Rs103.16 lakhs in year ended March 31, 2024 with a t decrease of 1% in year ended March 31, 2024.

Finance Costs

Finance cost increased from Rs60.96 lakhs in year ended March 31, 2023 to Rs79.22 lakhs in year ended March 31, 2024 with a resultant increase of 29.95% in year ended March 31, 2024 due to increase in the interest on the loan and bank charges and other financial charges resulting from increased utilization of the borrowings.

Profit before tax

Profit before tax increased from Rs85.37 lakhs in year ended March 31, 2023 to Rs207.75 lakhs in year ended March 31, 2024 with a resultant increase of 143.34% in year ended March 31, 2024. The increase is primarily attributed to the percentage decrease in cost of materials consumed.

Net Tax Expenses:

Net tax expense has increased from Rs 5.98 lakhs in year ended March 31, 2023 to Rs 37.57 lakhs in the year ended March 31, 2024 with a resultant increase of 528.26% in year ended March 31, 2024 considering increase in the profit before tax and eventual tax liabilities.

Profit after Tax:

Net Profit after tax increased from Rs 79.39 lakhs in year ended March 31, 2023 to Rs 170.19 lakhs in year ended March 31, 2024 with a resultant increase of 114.37% in year ended March 31, 2024 considering reduction in the cost of materials consumed and other expenses.

Cash Flow

The table below summaries our cash flows from our Restated Financial Information for the financial years ended on March 31, 2025, March 31, 2024, and March 31, 2023:

(Z in lakhs)

Particulars	March 31, 2025	March 31, 2024#	March 31, 2023
Net cash (used in)/ Generated from operating activities	703.31	(26.87)	127.76
Net cash (used in)/ Generated from investing activities	(625.18)	(122.12)	(143.89)
Net cash (used in)/ Generated from finance activities	(197.18)	271.34	(23.71)
Net increase/ (decrease) in cash and cash equivalents	(119.05)	122.34	(39.84)
Cash and Cash Equivalents at the beginning of the period	133.19	14.06	50.68
Cash and Cash Equivalents at the end of period	14.14	136.42	10.84

#The figures are shown by merging the cashflow ofproprietorship from April 01, 2023 to January 24, 2024 and cashflow of company from January 25, 2024 to March 31, 2024.

Cash Flow from/ (used in) Operating Activities

Net cash generated from operating activities in the Fiscal 2025 was Rs 703.31 lakhs and our profit before tax that period was Rs 548.85 lakhs. The difference was primarily attributable to depreciation of Rs 98.44 lakhs, Interest paid of Rs 80.24 lakhs, and thereafter change in working capital of Rs 95.19 lakhs respectively, resulting in gross cash generated from operations at Rs 822.72 lakhs. We have income tax paid of Rs 119.41 lakhs.

Net cash generated from operating activities in the Fiscal 2024 was Rs (26.87) lakhs and our profit before tax that period was Rs 207.75 lakhs. The difference was primarily attributable to depreciation of Rs 103.16 lakhs, Interest paid of Rs 79.22 lakhs, and thereafter change in working capital of Rs (343.52) lakhs respectively, resulting in gross cash generated from operations at Rs 46.61 lakhs. We have income tax paid of Rs 73.49 lakhs.

Net cash generated from operating activities in the Fiscal 2023 was Rs 127.76 lakhs and our profit before tax that period was Rs 85.37 lakhs. The difference was primarily attributable to depreciation of Rs 104.20 lakhs, Interest paid of Rs 60.96 lakhs, and thereafter change in working capital of Rs (94.25) lakhs respectively, resulting in gross cash generated from operations at Rs 156.28 lakhs. We have income tax paid of Rs 28.52 lakhs.

Cash Flow from/ (used in) Investing Activities

In the Fiscal 2025, our net cash used in investing activities was Rs (625.18) lakhs, which was primarily for Sale of fixed assets of Rs (626.84) lakhs and decrease in long term loans and advances of Rs 1.66 lakhs during the said period.

In the Fiscal 2024, our net cash used in investing activities was Rs (122.12) lakhs, which was primarily for purchase of fixed assets of Rs (119.13) lakhs and increase in long term loans and advances of Rs (2.99) lakhs during the said period.

In the Fiscal 2023, our net cash used in investing activities was Rs (143.89) lakhs, which was primarily for Purchase of fixed assets of Rs (144.13) lakhs and Decrease in Long term loans & advances of Rs 0.24 lakhs during the said period.

Cash Flow from/ (used in) Financing Activities

In the Fiscal 2025, our net cash used in financing activities was Rs (197.18) lakhs. This was primarily due to repayment in long term borrowings of Rs (391.23) lakhs, Increase in short term borrowings of Rs 274.29 lakhs and Interest Paid of Rs (80.24) lakhs.

In the Fiscal 2024, our net cash generated from financing activities was Rs 271.34 lakhs. This was primarily due to movement in share capital of Rs 81.53 lakhs, decrease in long term borrowings of Rs (47.74) lakhs, Increase in short term borrowings of Rs 316.78 lakhs and Interest Paid of Rs (79.22) lakhs.

In the Fiscal 2023, our net cash used in financing activities was Rs (23.71) lakhs. This was primarily due to Decrease in share capital of Rs (102.38) lakhs, repayment in long term borrowings of Rs (224.28) lakhs, Increase in short term borrowings of Rs 363.92 lakhs and Interest Paid of Rs (60.96) lakhs.

INFORMATION REQUIRED AS PER ITEM (II) (C) (I) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS:

Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

Significant economic changes that materially affected or are likely to affect income from continuing operations

Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in ‘Factors Affecting our Results of Operations and the uncertainties described in the section entitled “Risk Factors” on page 31 of this Red Herring Prospectus. To our knowledge, except as we have described in this Red Herring Prospectus, there are no known factors which we expect to bring about significant economic changes.

Income and Sales on account of major product/main activities.

Income and Sales on account of major product/main activities. Income and sales of our Company on account of major activities derives from sale of goods related to PET and renewable energy.

Whether the company has followed any unorthodox procedure for recording sales and revenues

Our Company has not followed any unorthodox procedure for recording sales and revenues.

Future changes in relationship between costs and revenues, in case of events such as future increase in employees or material costs or prices that will cause a material change are known

Our Companys future costs and revenues can be impacted by an increase in raw material costs, especially as it seeks to expand in an industry where these materials may be in short supply.

Future relationship between Costs and Income

Our Companys future costs and revenues will be determined by competition, demand/supply situation, Indian Government Policies, foreign exchange rates and interest rates quoted by banks & others.

Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices.

Increases in our revenues are by and large linked to increases in the volume of business.

Total turnover of each major industry segment in which the issuer company operates

The Company is operating in Renewable energy and PET (Plastic) Manufacturing and trading industry. Relevant industry data, as available, has been included in the chapter titled “Industry Overview” on page 111 of this Red Herring Prospectus.

Any significant dependence on a single or few suppliers or customers

in lakhs except % data)

Particulars	As at March 31, 2025		As at March 31, 2024*		As at March 31, 2023
	Revenue	%#	Revenue	%#	Revenue	%#
Top 1 customer	497.51	15.77	392.49	19.86	256.53	12.60
Top 3 customers	980.09	31.07	907.66	45.93	655.06	32.18
Top 5 customers	1,358.77	43.07	1,100.27	55.68	996.59	48.96
Top 10 customers	1,823.84	57.82	1,309.66	66.27	1,177.37	57.84

in lakhs except % data)

Particulars	As at March 31, 2025		As at March 31, 2024*		As at March 31, 2023
	Revenue	%#	Revenue	%#	Revenue	%#
Top 1 supplier	745.66	30.10	690.34	43.99	659.03	38.54
Top 3 suppliers	1,632.00	64.88	1,166.93	74.35	1,362.39	79.67
Top 5 suppliers	2,077.72	82.88	1,382.79	88.10	1,479.14	84.70
Top 10 suppliers	2,343.69	93.62	1,564.08	99.66	1,616.08	94.51

# as a percentage of re-venue from operation.

* Combined for the period April 1, 2023 to January 24, 2024 and January 24, 2024 to March 31, 2024

Status of any publicly announced new products or business segments

Our Company has not announced any new services and product and segment / scheme, other than disclosed in this Red Herring Prospectus.

The extent to which the business is seasonal

Our Companys business is seasonal in nature. For further details, see Risk Factor - “Our business is subject to seasonal volatility due to packaged mineral water and soft drinks sales in summer and winter seasons ” on page 32 of this Red Herring Prospectus

Inflation

While we believe inflation has not had any material impact on our business and results of operations, inflationgenerally impacts the overall economy and business environment and hence could affect us.

Unusual or Infrequent Events or Transactions

Except as described in “Risk Factors” and “Our Business”, on pages 31 and 129 respectively of this Red Herring Prospectus, there have been no events or transactions to our knowledge which may be described as “unusual" or “infrequent".

Any significant dependence on a single or few suppliers or customers

Our Company is significantly dependent on top 10 customers. For further details refer the chapter titled “Risk Factors” and “Our Business on page 31 and 129 of this Red Herring Prospectus.

Competitive Conditions

We do face normal competition from existing and potential competitors which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in section titled “Our Business” on page 129 of this Red Herring Prospectus.