Warm Greetings FromWarm Greetings From

Going Beyond Tomorrow…

MERGERS & ACQUISITIONS: STRATEGY FOR GROWTH

BYMUKUND CHOUDHARY

Managing Director

Spentex Industries LimitedSpentex Industries Limited

Indian Textile Industry : An OverviewIndian Textile Industry : An Overview

Indian Textile

Industry

3rd largest cotton

producer

2nd largest producer of cotton

yarn & textiles

21% share in world

spindalage

5th in global synthetic

fibers production

Largest agricultural area under cotton cultivation

Textile Industry: Key to IndiaTextile Industry: Key to India’’s Economic s Economic Growth Growth

Post MFA, new era has begun

Envisioned to grow from USD 360 bn. to USD 600 bnby 2010

2nd largest employment source after agriculture with 35 mn. employed people

Contributes 4% to GDP and Generates 20% of total export earning

Domestic market for textile/apparel products estimated at USD 26 bn.

INDIAN

TEXTILE

INDUSTRY

6

M & A M & A -- New Paradigm of Competitive New Paradigm of Competitive AdvantageAdvantage

Acquisition

M&A in Asia Pacific increased from 8% (1998) to 25% (2006)

according to Hewitt Associates

Global ratio of M&A to GDP at 8.8% (ET)

Global M&A volume = USD 10 bn. a day against India’s USD

18 bn. for entire year 2005

Immense Opportunities for Indian Companies

Spentex Industries Limited Spentex Industries Limited -- OverviewOverview

Spentex Industries Limited (SIL) is India’s one of the largest yarn manufacturer

Started operations with acquisition of installed capacity of 26,000 spindles in 2003 and expanded manifold to over 628,000 spindles currentlyBefore 2003, the promoters had been in the yarn & fabric trading business for over 30 years

SIL mainly manufactures cotton and synthetic yarnsApproximate split of 55:45 between cotton and synthetic

Manufacturing facilities across India, Uzbekistan & the Czech RepublicGrown through inorganic route with acquisitions in India and abroad between 2003 and 2007Uzbekistan facility acquired in 2006 added 220,000 spindles and 236 Air Jet loomsCzech Republic facility acquired in 2007 added 59,000 spindles

Spentex Industries LimitedSpentex Industries Limited

SIL has demonstrated expertise in turning around acquired companiesPromoters having decades of experience in yarn business

SIL is a part of CLC group, which has been in the business of textile trading for over 40 yearsCitigroup Venture Capital (CVCI) is the second largest shareholder and a committed partner in SIL’s overseas acquisition plans

Certifications received over the years attest to high quality standards observed

Spentex Industries LimitedSpentex Industries Limited

Awards & Recognition Awards & Recognition Awards from The Cotton Textile Export Promotion Council (TEXPROCIL), Ministry of Textiles, Govt. of India

Awards from The Synthetic & Rayon Textiles Export Promotion Council” (SRTEPC) Ministry of Textiles, Govt. of India

Awards to Spentex Tashkent Toytepa LLC

Key MilestonesKey MilestonesYear: 2007:

Acquisition of Schoeller Textil, Czech RepublicMerger of Indo Rama Textiles Ltd. in Spentex Industries Ltd effective April 06.

Year: 2006:

Acquisition of Tashkent Toytepa Tekstil Ltd., UzbekistanQIP for first time ever in India.Acquisition of Kolhapur Unit (Amit Spinning Industries Ltd.)Acquisition of Nagpur and Indore Units (Indo Rama Textiles Ltd.)

Year: 2005:. Expansion of Baramati unit with 36,000 spindles.Acquisition of Ahmedabad unit of Taichongbang Textiles Ltd.Equity participation by Citigroup’s Venture Capital Arm: CVCI.Merger of all group companies in Spentex Industries Ltd wef 01/4/2004Agreement with Bombay Dyeing & Manufacturing Co. Ltd. to set up a contract manufacturing facility

Year: 2004:Acquisition of Baramati Unit (Spentex Industries Ltd.)

Year: 2003:Acquisition of Solapur Unit (Cimmco Spinners).

Year: 2001:Merger of textile trading division M/s CLC & Sons Pvt. Ltd. with CLC Global Ltd

Acquisition Driven GrowthAcquisition Driven Growth

Spentex – Accelerated Growth Through Strategic Acquisitions

CL

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pin

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26,2

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se to

76,

208

Spin

dles

Oct 2003US$6.1mn

Acq

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up

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Ind

. –B

aram

ati

29,2

32 S

pind

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oubl

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the

capa

city

Jan 2004US$9.3mn

TA

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Ah

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Boug

ht a

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s fro

m th

e Ba

nk o

f Ind

ia54

,032

Spi

ndles

add

ed

Dec 2005US$7.8mn

Ind

o R

ama

Tex

tile

–P

ith

amp

ur

& B

uti

bor

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ente

x’s e

ntry

into

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rong

add

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to

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idat

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pent

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assiv

e ad

ditio

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122

,976

Sp

indl

es in

crea

sing

capa

city

by o

ver 6

0%

May 06US$63.9mn

Am

it S

pin

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ith v

ery

good

gro

wth

pot

entia

l.A

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30,

672

spin

dles

Jun 2006US$16.7mn

Tas

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220,

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dles

and

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entiv

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ntag

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pro

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f EU

& A

sian

mar

ket

Aug 2006US$81.0mn

Sch

oelle

r L

itvi

nov

k.s

., C

zech

Rep

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licW

ith th

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tion

of 5

9,00

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ntex

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ualit

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ofita

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f hig

h an

d pr

oduc

ts

Jun 2007US$36.4mn

Current CapacitiesCurrent Capacities

Pithampur UnitCapacity – 63,696Ahmedabad Unit

Capacity – 54,032

Baramati Unit Capacity – 65,232

Cimmco UnitCapacity – 76,208

Butibori Unit Capacity – 59,280

Amit Spinning UnitCapacity – 30,672

59,000Czech Republic (Schoeller)

628,120Total

220,000Uzbekistan (STTL)

349,120India

SpindlesCountry

Note: Capacities are in spindles.

Overseas Manufacturing FacilitiesOverseas Manufacturing Facilities

SIL SIL –– Initial AcquisitionsInitial Acquisitions

EBITDA (INR mn)

Company Acquired

Spindle Capacity Turnaround Strategy Turnaround

Time Pre Acqn. Post Acqn. (FY07 est.) Cimmco Spinners 26,208 Production up from 8 MT to 10.5 MT

Expansion by 50,000 spindles for contract manufacturing for Bombay Dyeing Mfg Co.

5 months -14 58

Spentex Industries (pre reverse merger)

29,232 Focus on lower yarn counts, where Spentex has the marketing expertise

Increased exports to Canada and Israel Recent expansion by 36,000 spindles

3 months -8 92

Tai Chongbang Textiles

54,032 Scrapped ~16,000 spindles and immediately started commercial production

Was purchased from Bank of India under the SARFAESI Act

1 month Loss -4

Successful and quick turnarounds

Amit SpinningAmit Spinning

-100100300500700900

Sept 2004 18M

March 2006 18M

March 2007 12M

Annulisedbased on

June 2007

Rs

Mill

ion

05101520

MT

per d

ay

Total Income EBITDA Production (MT)

Pre Acquisition Post Acquisition

Indo Rama Textiles Limited (IRTL)Indo Rama Textiles Limited (IRTL)Foray into synthetic yarn manufacturing

373 398 364 563

0500

10001500200025003000350040004500

2004 2005 2006 2007

Rs

Mill

ion

100

105

110

115

MT

per d

ay

Total Income EBITDA Production (MT)

Pre Acquisition Post Acquisition

First Overseas Acquisition

Acquisition in UzbekistanAcquisition in Uzbekistan

87

95 9490

100102 103 101

109

75

80

85

90

95

100

105

110

Sept'06 Nov'06 Jan'07 March'07 May'07

Prod. Per day

Tashkent Toytepa LimitedInstalled capacity of 220,000 spindles and 236 airjet looms

Bid at $81 millionPlant in good conditionProximity to European customers

Post Acquisition

Schoeller Litvinov k.s.Total acquisition cost at about €30.5 million Acquisition Rationale

Entry route into the European marketSynergies to be harnessed

Quality driven German manufacturer & a Volume driven Asian manufacturer

Ideal location with cost & quality advantagesLasting competitive advantages

Second Overseas Acquisition

Acquisition in Czech RepublicAcquisition in Czech Republic

Deepak DiwanAmrit Agrawal

Vivek ChachiSitaram Parthasarathy

R K ThapliyalKapil Choudhary

Shyamal Ghosh

Prem MalikMukund Choudhary

Pankaj Sharma Ajay Choudhary

Independent DirectorsExecutive Director

Shareholding Pattern and Key People

43.0%

27.0%

5.1%

3.4%1.2%

5.8%1.0%

13.4%

Promoters & PAC (Choudhary’s) CVCI Mauritius

Sundaram BNP Paribas Voyager Fund Mauritius

Goldman Sachs Investments UBS Securities

IFCI Others

Shareholders & DirectorsShareholders & Directors

The Spentex promoter group has vast experience in yarn trading and has built strong relationships with the customers over the yearsSpentex’s Board comprises of eminent personalities with a wealth of knowledge and experienceCVCI had invested in Dec 2005 for a 27% stake and has given complete supportsupport to the promoters for all the expansion plansOther shareholders are leading global fundsManagement has maintained cordial relationship with the laborlabor force. No production lossproduction loss

Financial OverviewFinancial Overview

SIL SIL –– Consolidated FinancialsConsolidated Financials(INR mn) Audited Estimate Projections Projections Projections Projections Projections Period Ended 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13

Revenues 9,431 17,055 18,057 18,480 18,548 18,648 18,648 EBITDA 1,136 2,074 2,401 2,408 2,636 2,687 2,687 Interest expenses 497 623 563 501 432 348 267 Net Income 98 524 721 945 1,245 1,295 1,385 % growth in sales 160% 81% 6% 2% 0% 1% 0% EBITDA margin 12.0% 12.2% 13.2% 13.0% 14.2% 14.4% 14.4% Net margin 1.0% 3.1% 4.7% 5.1% 6.7% 6.9% 7.4% Gross debt 9,101 10,970 9,285 7,952 5,183 4,189 3,206 Net debt 8,874 9,918 8,258 6,752 4,958 3,104 1,178 Networth 2,154 2,784 3,913 4,822 6,057 7,265 8,559 Gross debt / EBITDA

8.0 5.2 4.0 3.4 2.1 1.7 1.3

Net debt / Networth 4.1 3.6 2.0 1.4 0.8 0.4 0.1 EBITDA interest cover 2.3 3.3 4.3 4.8 6.1 7.7 10.1

SIL SIL –– Consolidated FinancialsConsolidated Financials

EBITDA Contributions – Unit Wise

EBITDA Margins

0

1,000

2,000

3,000

FY07 FY08 FY09 FY10 FY11 FY12 FY13

(INR mn)

Spentex Industries Ltd. (Indian Operation) STTL Schoeller

0%

5%

10%

15%

20%

25%

FY07 FY08 FY09 FY10 FY11 FY12 FY13

Indian Operations Schoeller STTL Consolidated Margin

Investment HighlightsInvestment Highlights

Investment HighlightsInvestment Highlights

Diversified business profileMitigates FX & commodity risks

Successful inorganic growth stratgeySpentex is one of the largest Indian yarn manufacturers

Demonstrated history of turning around acquisitionsOverseas acquisitions made at attractive terms

Synergies with Indian operations to drive growthStrong and experienced management teamStrong interest and commitment from equity investors like CVC

Products & CompetitionProducts & Competition

The Company manufactures various counts i.e. in the 20–50 range of cottonThe Company manufactures various counts and qualities in cotton and synthetic for industrial and apparel usage With the acquisition of Indo Rama Textiles, SIL forayed into synthetic yarnsWith its international acquisitions, SIL expanded its product portfolio, gained access to new markets & leveraged on synergies from its Indian operations

Products & CompetitionProducts & Competition

-

100,000

200,000

300,000

400,000

500,000

600,000

700,000

Mar-04 Mar-05 Mar-06 CurrentNahar Group Sutlej Industries Rajasthan Spinning

Mahavir Spinning Spentex

Expanding Product PortfolioExpanding Product Portfolio

Entry into Polyester/ Blended/

Special yarns through IRTL acquisition

Entry into higher value

yarns & threads through

Schoelleracquisition

Enhanced Competitiveness

SIL owns it’s foreign subsidiaries through SNBVSpentex Tashkent Toytepa Limited was acquired in 2006Schoeller Litvinov k.s. was recently acquired in May, 2007

Public / OthersFIIsCVC

17%13%43%27%

Spentex Tashkent Toytepa Limited

Uzbekistan (220,000 spindles)

Schoeller Litvinov k.s.,

Czech Republic (59,000 spindles)

Amit Spinning Industries Limited (30,672 spindles)

Spentex (Netherlands) BV

Promoters

90%(1) 51%

100%(2) 100%

Organization Structure

Spentex Industries Limited (318,448 Spindles)

CVC – US$15mn preference capital (will result in a 44.4% stake on conversion)

1. Spentex India holds a 90% stake in the Borrower with the remaining 10% held by the promoters2. Spentex Tashkent Toytepa Limited is 99.05% owned by SNBV and 0.95% owned by Spentex India

Organization StructureOrganization Structure

Organization StructureOrganization Structure

Associates :Associates :-- Partnering GrowthPartnering GrowthIndian Major Bankers / Institutions:State Bank of IndiaING Vysya Bank LimitedState Bank of IndoreIndian BankICICI Bank LimitedUTI Bank LimitedOriental Bank of Commerce

International Bankers:National Bank of Uzbekistan-UzbekistanLehman Brothers- SingaporeRaiffeisen Bank a.s., Czech RepublicZivnostenska Bank a.s.,Czech Republic

Equity Investors: CVCI.UBS Securities Asia Ltd. Voyager Fund Mauritius Ltd. Sundaram BNP Paribas Fund Goldman Sachs I (Mauritius) Ltd

Legal Advisors / Consultants:Allen & Overy, Singapore, Allen & Overy, PragueGratta, UzbekistanJ. Sagar & Associate, IndiaChadbourne & Parke

Auditors: Price Waterhouse, IndiaPriceWaterhouseCooper, Uzbekistan

Growth: A Way of Corporate Life Growth: A Way of Corporate Life Spentex Industries is striving to be the world leader in yarn industryWe strive to expand our markets and our manufacturing base to all the key geographical locations and across the product rangeOur growth plans are focused on acquisitions of good quality manufacturing assets and operating them in the most efficient waysOur manufacturing units, raw material procurement and marketing are centralized to ensure synergy, thus maximizing the output and reduce the costs

Our Mantra of Excellence:

Going Beyond Tomorrow…

Q&AQ&A

Thank youThank you

DisclaimerDisclaimer

This presentation does not constitute or form part of any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever.

This presentation contains statements that constitute forward looking statements. These statements include descriptions regarding the intent, belief or current expectations of Spentex Industries Limited (the “Company”) or its officers with respect of the results of operations and financial condition of the Company and its subsidiaries. These statements can be recognized by the use of words such as “expects,” “plans,” “will,” “estimates,” or words of similar meaning. Such forward- looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ from those in the forward-looking statements as a result of various factors and assumptions. The Company does not undertake to revise forward-looking statements to reflect future events or circumstances.

No representation, warranty, guarantee or undertaking, express or implied, is made as to, and no reliance should be placed on , the accuracy, completeness or fairness of the information, estimates, projections and opinions contained in the presentation. Any opinions expressed in this presentation are subject to change without notice. None of the Company or its managers shall have any liability whatsoever (in negligence or otherwise) for any loss however arising from this presentation or its contents or otherwise arising in connection therewith.

SPENTEX INDUSTRIES LIMITED

Regd.& Corp.Off. A-60, Okhla Industrial Area, Phase II, New Delhi-110020

Tel.:91(11)26387738, 4161499 Fax:91(11)6385181, 41614537 email:info@clcindia.com www.spentexindustries.com