Reports to the Stock Exchange

Management Discussion and Analysis


Ref.No.IVL007/05/2012


May 11, 2012


The President
The Stock Exchange of Thailand


Subject: Submission of Annual Audited Financial Statements of Indorama Ventures
Public Company Limited for the 1st quarter of 2012 and the Management's
Discussion and Analysis


We are pleased to submit:

1. A copy of the Consolidated and Company only Reviewed Financial Statements for
the 1st quarter of 2012 (a copy in Thai and English)

2. Management's Discussion and Analysis (MD&A) for the 1st quarter of 2012 (a
copy in Thai and English)

3. Company's performance report, Form F45-3 for the 1st quarter of 2012 (a copy
in Thai and English)


Please be informed accordingly.



Sincerely yours,




(Mr. Aloke Lohia)
Group Chief Executive Officer









Company Secretary
Tel: +66 (0) 2661-6661
Fax: +66 (0) 2661-6664



INDORAMA VENTURES PUBLIC COMPANY LIMITED
MANAGEMENT'S DISCUSSION AND ANALYSIS (MD&A)
FOR THE PERIOD OF 1Q 2012 (CONSOLIDATED)


Indorama Ventures PCL (SET: "IVL") for the first quarter of 2012 achieved a
consolidated sales of US$ 1,696 million, consolidated EBITDA of US$ 98 million
(Baht 3,035 million), consolidated net profit after tax and minority (including
exceptional items) of US$ 55 million (Baht 1,691 million) , return on capital
employed of 9% on last 12 months basis. The consolidated financial position
remains strong and at the end of March, 2012 the net gearing stood at 45% with
high liquidity of around US$ 1,020 million which includes cash and cash
equivalents and unutilized credit lines.

Year 2012 has started with only a moderate recovery over the all time low for
the company in 4Q 2011. The volume growth of 13% over 4Q 2011, from 1.05 million
ton to 1.19 million ton, has translated into growth in absolute consolidated
EBITDA and core EBITDA. In 1Q 2012 the reported Consolidated EBITDA was US$ 98
million, a growth of 129% over the 4Q 2011 EBITDA of 43 million. 1Q 2012 has
seen an inventory gain of US$ 14 million and hence the core EBITDA in 1Q 2012
was US$ 84 million, an increase of 6% over 4Q 2011 core EBITDA of 79 million.
IVL achieved a Core EBITDA per ton of US$ 71 in 1Q 2012 comparing with US$ 75 in
4Q 2011. This reduction of US$ 4 in core EBITDA per ton is mainly due to all
time low PTA margins in Asia, though absolute consolidated EBITDA is higher due
to volume growth and inventory gains.


Key Financial Information
US$ in Millions
1Q12 4Q11 1Q11 LTM 1Q12 LTM 1Q11
Exchange Rate Baht vs US$ 30.84 31.69 30.30 30.84 30.30
Exchange Rate Baht vs Euro 41.17 41.03 42.86 41.17 42.86
*Consolidated Sales 1,696 1,394 1,328 6,472 3,643
PET resins 1,122 975 869 4,505 2,262
Polyester & wool 349 196 189 987 512
PTA 228 231 269 998 869
Consolidated EBITDA 98 43 215 441 557
PET resins 64 33 117 300 303
Polyester & wool 22 15 48 88 104
PTA 8 0 55 52 155
*Core EBITDA 84 79 157 479 477
PET resins 58 55 84 335 257
Polyester & wool 20 23 38 90 89
PTA 2 6 42 54 132
Net profit after tax and minority 55 (51) 365 203 646
CAPEX and investment 267 177 713 587 898
Net Debt 1,602 1,377 1,088 1,602 1,088
Net Debt to Equity 0.8 0.7 0.5 0.8 0.5
Interest Coverage 5.3 2.7 16.4 6.6 12.7
ROE 11% (11%) 95% 10% 47%
ROCE 7% 1% 29% 9% 19%
EPS (Baht) 0.35 (0.30) 2.45 1.29 4.59
*See note 1) on page 9, consolidated financials are based upon elimination of
intra-company (or intra business segment) transactions


The results for 1Q 2012 and 4Q 2011 reflect the unavailability of Lopburi
operations (LTM 3Q2011 sales $325 million), which remain offline during both
quarters and have gradually come to life in May 2012 with full recovery only
expected in 2013.


The recent completed acquisitions of Fiber Visions with operations in America,
Europe and China in January 2012 places IVL as a leading global player in the
growing hygiene segment and the acquisition of recycle PET and fiber
manufacturing businesses of Wellman International in Europe in November 2011
makes IVL Europe's most prominent producer with footprint across the polyester
value chain. Together with the improvement in utilization rate of existing
plants have resulted in the total production volume of 1.2 million tons in 1Q
2012 or a growth of 13% over 4Q 2011 and 24% over 1Q 2011.


Note: Europe sales include rest of the world


The chart above provides details of quarterly production volume and Dollar
Sales. Volumes and Values in Europe and North America are on track having
recovered from the lows of 4Q 2011. Asian volumes in 1Q 2012 are behind track
partially due to Lopburi impact and due to planned shutdowns for operational
excellence projects in Thailand and in Indonesia. There was an impact on our PTA
business in terms of value due to oversupply and weakness in sentiments in
China.

The reported Consolidated EBITDA was US$ 98 million, an increase of 129% QonQ
and a decrease by 54% over 1Q 2011. Core EBITDA (after adjusting for inventory
gain/loss) was US$ 84 million, an increase of 6% over 4Q 2011 and a decrease by
47% over 1Q 2011. The inventory loss on falling price in 4Q 2011 and the
inventory gain on increasing price in 1Q 2012 has more or less made the core
EBITDA improve slightly on the normalized basis.

The table below provides details on movement of Consolidated EBITDA and Core
EBITDA:

(in US$ million except per ton data)
1Q 2012 4Q 2011 1Q 2011 LTM 1Q12 LTM 1Q11
Consolidated EBITDA 98 43 215 441 557
Inventory (gain) loss (14) 36 (57) 37 (80)
Core EBITDA 84 79 157 479 477
Reported EBITDA/Ton $82 $41 $225 $96 $165
Core EBITDA/Ton $71 $75 $165 $104 $141

The net profit after tax and minority in 1Q 2012 is US$ 55 million, comparing
with net loss of US$ 51 million in 4Q 2011 and was 85% lower than net profit of
US$ 365 million in 1Q 2011.




IVL has continued to gain market share across all geographies with consolidated
sales hitting an all time high of $ 1.7 billion in 1Q 2012 an increase of 21%
over 4Q 2011. LTM 1Q 2012 saw sales of $6.5 billion an increase of 77% over LTM
1Q 2011.



The ROCE in 1Q 2012 has fully recovered in Europe and a partial recovery was
also seen in North America and Asia. The loss of sales due to Lopburi floods and
the severe decline in PTA spreads in Asia have significantly impacted ROCE in
Asia and management believes that overall improvement can be anticipated from
the operational improvements that are taking place in 1st half 2012 in Thailand
and Indonesia and the debottlenecking of China capacity to 500kt per annum.
Similar operational excellence measures at acquired business of formerly Invista
and Fibervisions and the addition of EO/EG business in North America will bring
ROCE back to its long-term trend.


Outlook

Our continuing top line growth despite the turbulent global markets is a
testament to Indorama Ventures PCL business, which is a "bridge to consumer
staple". Unlike pure upstream petrochemical companies, that are impacted by
slowdown in USA, Europe or other regions because of lower consumer demand on
non-discretionary spending, IVL products primarily go for consumer necessities
and affordable segments and therefore are much more resilient in down economic
scenarios. IVL products are truly everywhere and in the daily necessities that
each one of us use every day.

We are an industrial segment with integration into chemicals, which are our
feedstock like PTA and MEG. The integration allows us to be more reliable to our
customers, whereby we gain market share.

As we grew our market share & we got global scale, now it has allowed us to grow
in upstream integration first in PTA and now in MEG with the recent acquisition
of Old World in Texas, USA.

IVL business model of global diversity, product diversity and integration
creates meaningful hedges and as such delivers above average returns. Management
is focused on consolidation of the acquired business to bring about significant
gains from synergies and as well from new products by leveraging on our
innovation platform.

The completion of acquisition of Old World, USA in April, 2012, is a strategic
move by IVL to further integrate within the polyester value chain into its key
raw material Mono Ethylene Glycol "MEG" and Purified Ethylene Oxide "PEO".
Strategic location at Clear Lake site, part of a larger Celanese site with
advantageous raw material and utilities supply. MEG is a raw material in the
production of PET polymers and polyester fibers and yarns. Further, it provides
platform for growth (will be the first EO/EG business in IVL) in new products
with higher margins, Old World has an established production facility, customer
base, supplier network and an experienced management team. The acquisition is
expected to be accretive to earnings of IVL and strengthen the business for long
term sustainability. Further, it is supported by positive global outlook
including in North America for EO/MEG from growth in demand, high utilization
rate and margins. North America has available merchant supply of ethylene
through network of pipelines and advantaged feedstock source based on natural
gas and shale gas. Old World creates an opportunity to realize synergies and
operational efficiencies with IVL's existing operations of PET polymers and
polyester fibers and yarns of around 1.7 million tons in North America.

Asian PTA margins will remain low throughout 2012 but our plants will continue
to operate at high utilization rates and benefit from increase in captive
consumption of PTA of above 50% in our PET polymers and Polyester fibers and
yarns business. The management focus will be on consolidation and operational
excellence to translate each business to be accretive to earnings of IVL and
focus on completion of various brown-field growth capex that are underway.
Please see each segment commentary that further explains the improvements
underway in 2012 to mitigate the impact of lower Asian PTA margins in 2012.

In line with the affordable nature of Polyester and its application in daily
consumer staples (food, beverage and clothing), we expect to benefit from
favorable geographical mix in key regions where we have attained market
leadership and consolidation. Our investments in innovation or value added
product lines are already contributing to earnings and are expected to gain
traction going forward.

We expect in 2012 to have growth in revenues and earnings, coming from startup
of Lopburi site after flooding and acquired site of Old World, which will be
fully integrated in subsequent quarters. The PET acquisition in Indonesia is
also due to close in 2Q 2012 and is expected to be accretive to earnings in its
first year itself.










Projects announced to-date in 1Q 2012


Approved projects from 1Q 2012 till date

In March 2012, IVL announced the 100% acquisition of the PET resin assets of PT
Polypet Karyapersada. The PET facility is located at Cilegon, Indonesia with a
production capacity of 100,800 tons per annum. IVL has signed a definitive Asset
Purchase Agreement with the Seller on 5 March 2012. PT Polypet Karyapersada is
located adjacent to IVL's joint venture PTA assets of PT Indorama Petrochemicals
(formerly known as PT Polyprima Karyareksa), a PTA producer and will provide
IVL the opportunity to further consolidate its foothold in expanding Indonesian
PET market. The assets will be held by a new IVL, indirect subsidiary, PT.
Indorama Polypet Indonesia.

On-going projects under implementation

In January 2012, the management announced the strategic reorganization plan of
Trevira GmbH in Germany. To improve the production and marketing efficiencies of
the Company's joint venture Trevira GmbH, management will reorganize and
consolidate the strategic location of all its filament yarn production by moving
its texturizing capacity from Zielona Gira in Poland to Guben in Germany, where
Trevira already has production facilities. This reorganization is expected to
enable the business to lower its cost structure and serve customers more
efficiently. The move is expected to be completed by the end of 2012.

In August 2011, investment in production of recycled polyester fibers and yarns
with capacity of 28,500 tons per annum. Under the project, discarded, or "post
consumer," PET bottles will be collected and recycled to produce high quality
resin for making containers for consumer drinks; yarns for premium garments of
environmentally-conscious brands and colored fibers for automotive and non-woven
end applications. Indorama Ventures has launched the ECORAMA brand for its
recycled Polyester Fibres and Yarns products and has recently been awarded a
Green Label certificate by the Thailand Environment Institute. The project will
be located in Nakhon Pathom in Thailand at the site of our existing facility
Indorama Polyester Industries, Nakhon Pathom, Thailand. The total investment
will be around US$ 22.4 million. The project is targeted to commence operations
in year 2013.

In August 2011, investment in bi-component fibers project for Hygiene
Applications with capacity of 16,000 tons per annum. The company is highly
active in the non-woven materials market and has recently acquired bi-component
fiber capacity in Europe through Trevira that is targeted mainly at the hygiene
sector. Hygiene products utilize high technology that requires top class
manufacturing and close ties with customers to be able to provide the exacting
specifications required for products that remain in close touch with the skin
such as baby diapers, feminine hygiene, etc. The new project will produce one of
the key components of such applications by tying up technologically with
Japan's Toyobo, well-known company in this field, to make bi-component fibers
for hygiene end-use. The project will be located in Rayong, Thailand. The total
investment will be around US$ 21.2 million. The project is targeted to commence
operations by end of quarter 2, 2012.

In August 2011, investment in high quality bi-component yarns, FINNE, at its
recently acquired IVI plant (formerly SK Keris) in Tangerang, Indonesia, with
capacity of 16,000 tons per annum. IVI owns unique technology to make
Bi-component yarns (known as FINNE) through a single step process. The company
enjoys significant competitive advantage over companies who currently use a two
step process and has secured a leading market share in this segment. The product
is very popular for outerwear and has unique properties of drape and touch
which few competitors can offer, giving it a good potential for growth. The
total investment will be around US$ 38.0 million. The project is targeted to
commence operations by the first quarter of 2013

In May 2011, IVL board approved a Brownfield expansion of PTA production at the
site of its existing plant, owned and operated by its subsidiary Indorama
Holdings Rotterdam BV. It will add a new production line with an annual capacity
of PTA of 250,000 tons per annum thus bringing the total capacity at the site
to 600,000 tons per annum. This expansion, which is expected to be completed in
2013 will be cost competitive and enhance integration with key raw material for
production of PET polymers in Europe. IVL's total capacity of PTA in Europe will
increase to 811,000 tons per annum.

In April 2011, IVL announced the location of the Brownfield expansion of PET
polymers production in Europe with a capacity 220,000 tons per annum. The
aforesaid expansion will be at the existing site of our PET polymer plant in
Poland under Indorama Polymers Poland S.p.z.o.o. The expansion will benefit from
economies of scale on our existing site for PET facility and benefit from piped
supply of PTA as co-located with an existing third party PTA supplier. This
expansion, which is expected to be completed by end 2013/early 2014 will be cost
competitive and take total capacity in Poland to 370,000 tons per year and
IVL's total capacity in Europe for PET Polymers to 1.5 million tons per annum.

In March 2011, IVL announced to set up a new 300,000 tons per annum Continuous
Polymerization resin Plant at Purwakarta, Indonesia. The output from this plant
will cater to the growing demand of the Polyester Fiber, Yarn and Chips market
in Indonesia and Asian region. PT Indorama Polychem Indonesia, a new wholly
owned subsidiary, has been incorporated in Indonesia to implement the greenfield
expansion. The plant is expected to commercially start operation in H2, 2013

In August 2010, the IVL approved implementation of a new PET plant by its
subsidiary Indorama Polymers PCL "IRP". IRP through a new wholly owned
subsidiary will be setting up 84,000 tons per annum solid state polymerization
"SSP" plant to produce PET at Port Harcourt, Nigeria. This is the first PET
investment of IVL in Africa and thus establishing its foothold in the 450,000
tons per annum market. Currently, there is only one producer of PET in Africa.
The plant is expected to complete and start commercial operations in the third
quarter of 2012. It is expected to be value accretive to earnings.

In May 2010, the IVL approved expansion of PET production at the site of its
existing plant, owned and operated by its subsidiary Indorama Polymers Rotterdam
BV. It will add a new production line with an annual capacity of PET resin of
187,000 tons thus bringing the total capacity at the site to 390,000 tons. The
expansion is expected to be completed and partially start operations in the
third quarter of 2012 and full ramp up in year 2013. The new plant will generate
employment. The proposed expansion is being taken up to increase market share
in Europe, to integrate with the PTA capacity at Rotterdam and utilities at the
same location and benefit from economies of scale. It is expected to be value
accretive to earnings.

On completion of all the announced acquisitions and expansions, IVL will have an
increasingly advantaged portfolio of regional business with a total capacity of
8.6 million tons per annum (including joint ventures Ottana Polimeri, Trevira
and Polyprima which will be accounted on equity income basis). IVL has a leading
market position within the polyester value chain in Thailand, North America and
Europe.


?
Unit: Million tpa Additions PET PTA Fibers & Yarns Glycol Total
Year 2011 Capacity
Thailand 0.281 1.373 0.290 1.944
Indonesia 0.088 0.110 0.198
China 0.406 0.406
Europe* 0.921 0.561 0.273 1.755
Middle East & Africa -
North America 1.555 0.071 1.626
Global 3.251 1.934 0.744 5.929
*JV capacity include 0.161 0.184 0.120 0.465
Additions in Year 2012
North America Old World 0.632 0.632
Europe IRP-Rotterdam 0.031 0.031
Indonesia Polypet 0.101 0.101
Middle East & Africa Nigeria-Greenfield 0.084 0.084
North America Fibervision 0.221 0.221
Indonesia* Polyprima 0.500 0.500
Thailand TPT-Debottl. 0.011 0.011
China China-Exp. 0.116 0.116
Thailand IPI- BICO/CP 0.021 0.021
Global 0.332 0.511 0.242 0.632 1.717
*JV capacity include 0.500 0.500
Additions in Year 2013
Europe IRP-Rotterdam 0.156 0.156
Europe Poland-Exp. 0.220 0.220
Indonesia CP4-Greenfield 0.300 0.300
Indonesia Finne-Exp. 0.016 0.016
Thailand IPI- Recycling 0.028 0.028
Europe Rotterdam-Exp. 0.250 0.250
Global 0.376 0.250 0.344 0.970
Year 2013 Capacity
Thailand 0.281 1.384 0.339 2.004
Indonesia* 0.189 0.500 0.426 1.115
China 0.522 0.522
Europe* 1.328 0.811 0.273 2.412
Middle East & Africa 0.084 0.084
North America 1.555 0.292 0.632 2.479
Global 3.959 2.695 1.330 0.632 8.616
*JV capacity include 0.161 0.684 0.120 0.965

Note: "tpa" is tons per annum
*Reported volumes for capacity, production, sales and utilization include only
Consolidated volumes and excludes Equity income volume


Note 1)

The consolidated financials are based upon elimination of intra-company (or
intra business segment) transactions. For this reason the total of each segment
may not tally with consolidated financials.

Net profit after tax and minority for 1Q 2012 includes net extraordinary gain of
US$ 38 million (Baht 1,174 million) of which US$ 22 (Baht 687 million) is
towards income from gain on a bargain purchase or negative goodwill on completed
acquisitions (details are provided in the Note 3 - Acquisitions of subsidiaries
in the Audited Financial Statements), US$ 1 million (Baht 24 million) towards
transaction expenses incurred on acquisitions completed during the year and pre
operative acquisition, and US$ 2 million (Baht 71 million) towards reversal of
allowance for impairment losses due to flood (net of insurance income received)
and US$ 14 million (Baht 441 million) towards inventory gain.

Net profit after tax and minority for 4Q 2011 includes net extraordinary loss of
US$ 66 million (Baht 6,510 million) of which US$ 26 (Baht 813 million) is
towards income from gain on a bargain purchase or negative goodwill on completed
acquisitions, US$ 8 million (Baht 246 million) towards transaction expenses
incurred on acquisitions completed during the year, and US$ 47 million (Baht
1,434 million) towards impairment loss due to floods for equity holders in 4Q
2011 and US$ 36 (Baht 1,124 million) towards inventory loss. Gain on bargain
purchase on Trevira acquisition in 3Q 2011 and Polyprima acquisition in 4Q 2011
is part of share of profit in Joint Venture Investments in the financial
statement.

Net profit after tax and minority for 1Q, 2011 includes net extraordinary gain
of US$ 260 million (Baht 7,946 million) of which US$ 214 (Baht 6,523 million) is
towards income from gain on a bargain purchase or Negative goodwill on
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