Investment In Spectrum Marketing Inc (Additional Information)

13  October, 2005

Subject:      Investment in Spectrum Marketing Inc. (Additional Information)

Attn:The President,
     The Stock Exchange of Thailand
With reference to our report sent to the SET regarding the investment in
Spectrum Marketing Inc. (Spectrum) dated 7 October, 2005, the Company would
like to provide the additional information of the investment and of Spectrum
as follows:

1.The Company will invest in Spectrum by acquiring 203,000 newly issued
common shares in the amount of US$ 1,015,000, which is equivalent to Baht
41,528,420.50 (at the exchange rate of Baht 40.9147/US$ as of 30
September 2005).  The Company will use its internal cash generations for
payment of share subscription.

(Remark: The Company reported to the SET on 7 October 2005 that the total
investment is Baht 41,858,600 Baht (at the exchange rate as of 7 October
2005 of Baht 41.24/US$).

Spectrum will issue and the Company will subscribe 203,000 newly issued
common shares which is equivalent to the total investment of the Company.
In addition, Spectrum will issue and the foreign partner who is a founder
of Spectrum will subscribe 32,000 newly preference shares (non-voting right)
in the amount of US$ 160,000 which is equivalent to Baht 6,546,352 (at the
exchange rate of Baht 40.9147/US$ as of 30 September 2005).

Along with the increase of the capital in Spectrum, Spectrum will reorganise
its shareholding structure by buying back its shares from the foreign partner
in the amount of US$ 1,100,000.

After the capital increase, Spectrum will have 2 classes of shares which are
common shares and non-voting preference shares and the shareholding/voting
ratio will be as follows:

      (a)      Current Capital Structure (Spectrum has the paid up capital of
           US$ 1,350,000)

Shareholders                  Shareholding (%)            Voting (%)
Polyplex (Thailand) Public
Company Limited                          0                0
Polyplex Corporation Limited
(PCL), India (Common shares)               9.26                9.26
Foreign  Partner (Common shares)       90.74               90.74

      (b)      After capital increase (Spectrum has the paid up capital of
          US$ 1,425,000)

Shareholders                      Shareholding (%)      Voting (%)
Polyplex (Thailand) Public
Company Limited (new common shares)      71.23               80.24
Polyplex Corporation Limited, India
(PCL) (existing common shares)                  8.77                9.88
Foreign  Partner (existing common
shares and non-voting preference shares)  20                9.88

The purpose of the investment of Spectrum is to take control of the
distribution in the key market of North American of which Spectrum has
the strong market and customer base, access new markets for expansion of
sale, particularly packaging and converting segments, and fully integrate
the US distribution.
2.Spectrum's Financial Information
As of 31 December 2004 (based on the audited financial statements), Spectrum
has the paid up capital, assets, liabilities, revenues and profit as follows:
       (a)      Paid up Capital:      US$ 1,350,000
       (b)      Assets:                US$ 4,893,852.46
       (c)      Liabilities:      US$ 4,028,919.76 (no reported contingent
                               liabilities and guarantee).
       (d)      Shareholders Equity:      US$ 864,932.70
       (e)      Revenues                US$ 14,431,138.52
       (f)      Profit                US$ 1,499,465.01

The calculation of the size of this transaction which has been disclosed to
the SET on 7 October 2005 based on the figures shown in the recently reviewed
financial statements (from 1 April 2005-30 June 2005) of the Company and the
unreviewed financial information of Spectrum for the period between 1 April
2005 and 30 June 2005.

From 1 April 2005-30 June 2005, Spectrum has the revenue of US$ 4,148,592.59
and loss of US$ 65,029.66 according to Spectrum's internal financial
information.  The loss incurs from a temporary trading loss caused by fall
in selling prices.
3.The foreign partner is not a connected party with the Company as per the
SET guidelines.  Therefore, this transaction does not fall within the scope of
the connected party transactions under the SET notification, re: disclosure of
information and procedures for the listed companies in relation to connected
transactions B.E. 2546 (2003), dated 19 November 2003.
PCL is the major shareholder of the Company and holds 9.26% of the capital
in Spectrum in the amount of US$ 125,000 which is equivalent to Baht
5,114,337.50 (at the exchange rate of Baht 40.9147/US$ as of 30 September 2005).
PCL will not subscribe the newly issued shares in Spectrum.  The subscription
of 9.26% of shares by the Company (in addition to its own investment) is
considered as subscription of shares on behalf of PCL.  Therefore, this
transaction is considered as the connected party transaction in respect of
assets or service transactions under the SET notification, re: disclosure of
information and procedures for the listed companies in relation to connected
transactions B.E. 2546 (2003), dated 19 November 2003.  The calculation of
size is more than 0.03% but less than 3% of the net tangible asset value.
As a result, the Company is required to prepare and submit the information
memorandum to the SET and to obtain the board of director's approval.

Please be informed accordingly.

Yours faithfully,
Polyplex (Thailand) Public Company Limited



(Mr. Manish Gupta)




Information Memorandum
on
Connected Transaction for the Investment in Spectrum Marketing Inc.
(Spectrum)


The Meeting of the Board of Directors No. 4/2548 of Polyplex (Thailand)
Public Company Limited (the Company) held on 7 October 2005 resolved to
approve the acquisition of the newly issued common shares in Spectrum.

According to the SET Board Notification Re: Disclosure of Information and
Other Acts of Listed Companies Concerning the Connected Transaction dated
19 November 2003, the Company is required to disclose the information
memorandum relating to the above transaction as follows:

1.Date/Month/Year of Transaction

The Company's Board of Directors Meeting held on 7 October 2005 approved
the acquisition of 203,000 newly issued common shares in Spectrum at the
investment amount of US$ 1,015,000, which is equivalent to Baht 41,528,420.50
(at the exchange rate of Baht 40.9147/US$ as of 30 September 2005).
This transaction would be completed within 6 months.

2.Parties

(1) Polyplex (Thailand) Public Company Limited

(2) Polyplex Corporation Limited (PCL), India.

(3) Spectrum Marketing Inc.

3.Details of Transaction

The Company will invest in Spectrum by acquiring 203,000 newly issued common
shares in Spectrum at the investment amount of US$ 1,015,000, which is
equivalent to Baht 41,528,420.50 (at the exchange rate of Baht 40.9147/US$
as of 30 September 2005).  As a result the Company will hold 71.23%of the
paid up capital and have 80.24% voting rights in Spectrum.

PCL is the major shareholder of the Company and holds 9.26% of the capital
in Spectrum in the amount of US$ 125,000 which is equivalent to Baht
5,114,337.50 (at the exchange rate of Baht 40.9147/US$ as of 30 September 2005).
PCL will not subscribe the newly issued common shares in Spectrum. The
subscription of 9.26% of shares by the Company (in addition to its own
investment) is considered as subscription of shares on behalf of PCL.

4.Details of Acquired Assets

Name of Business      :Spectrum Marketing Inc.

Nature of Business      :To sell Polyplex Polyester film

Capital Structure      :As of 31 December 2004 (based on the audited financial
                      statements), the assets and liabilities of Spectrum
                      are as follows:

                      (a)      Paid up Capital:      US$ 1,350,000
                      (b)      Assets:            US$ 4,893,852.46
                      (c)      Liabilities:      US$ 4,028,919.76
                                                   (no reported contingent
                                                  liabilities and guarantee)
                     (d)      Shareholders Equity:      US$ 864,932.70
                     (e)      Revenue:             US$ 14,431,138.52
                     (f)      Profit:            US$ 1,499,465.01

The major shareholders of Spectrum is PCL and the foreign partner who is
the founder of Spectrum.

5.Total Value of Consideration and Criteria for Determining Total Value of
Consideration

The Company and Spectrum have fixed the price of 203,000 newly issued common
shares at the amount of US$ 1,015,000, which is equivalent to Baht 41,528,420.50
(at the exchange rate of Baht 40.9147/US$ as of 30 September 2005) which was
agreed by the Company and Spectrum.

6.Names of Connected Persons and Relationship

PCL is the major shareholder of the Company and holds 9.26% of the capital
in Spectrum in the amount of US$ 125,000 which is equivalent to Baht
5,114,337.50 (at the exchange rate of Baht 40.9147/US$ as of 30 September 2005).

7.Nature and Scope of Interest of Connected Persons in the Transaction

PCL is the major shareholder of the Company and the shareholders of Spectrum.

8.Source of Funds and Sufficiency of Circulating Capital

The Company will use its internal cash generations for payment of share
subscription which will not affect the Company's financial status.

9.Opinion of the Company's Board of Director and Audit Committee

The Company's Board of Directors comprising of the members of the Audit
Committee and the directors who have no interest in this transaction has
approved the investment in Spectrum.  The investment will enable the Company
to take control of the distribution in the key market of North American of
which Spectrum has the strong market and customer base, access new markets
for expansion of sale, particularly Polyplex Polyester film, and fully
integrate the US distribution.

The Directors who had interest in this transaction (Mr. Sanjiv Saraf,
Mr. Pranay Kothari and Mr. Ranjit Singh) do not attend nor cast any vote
on the investment.