1

POLYGENTA TECHNOLOGIES LIMITED Corporate Identification Number (CIN) - L17120MH1981PLC025388 Registered Office: Solitaire Corporate Park, Bldg No.1, 6

th Floor, Unit No. 2, Chakala, Andheri (E), Mumbai - 400 093

Tel: +91 22 6193 3333 Fax: +91 22 6193 3316, E-mail: companysecretary@polygenta.com; Website: http://www.polygenta.com

POSTAL BALLOT NOTICE [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of

the Companies (Management and Administration) Rules, 2014] Dear Member(s), NOTICE is hereby given pursuant to Section 110 of the Companies Act, 2013 (the “Act”) read with the Companies (Management and

Administration) Rules, 2014 that Polygenta Technologies Limited (the “Company”) is seeking the consent of its members for the Special

Business to be transacted by way of Postal Ballot. Approval of the Members is being sought for the following businesses: 1. Creation of charge or mortgage on the assets of the Company under section 180(1)(a) of the Act 2. Preferential Issue of Compulsory Convertible Preference Shares (CCPS)

The Company seeks the consent of Members for the aforesaid proposals through resolutions specified below. Statement pertaining

to the said Resolutions is also annexed. Accordingly, the said Resolutions and Statement along with Postal Ballot Form are being

sent to you for your consideration. The Company has appointed Mr. A Sekar, Practicing Company Secretary as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

You are requested to carefully read the instructions printed in this notice and return the Postal Ballot Form duly completed in the attached self addressed, postage pre-paid envelope so as to reach the Scrutinizer on or before the close of working hours (i.e., 6:00 p.m.) on Thursday, September 18, 2014. Postal Ballot Forms received after this date will be considered invalid. The Scrutinizer will submit his report to Chairman on completion of the scrutiny. The results of the Postal Ballot shall be announced by a Director/Company Secretary of the Company on Friday, September 19, 2014 and displayed on the Notice Board at Solitaire Corporate Park, Building No.1, 6

th Floor, Unit No. 2, Chakala, Andheri (E), Mumbai – 400 093 at 12:00 noon. Additionally, the result

will be communicated to the Bombay Stock Exchange and will be placed on the website of the Company.

The date of declaration of the results of the postal ballot shall be the date on which the resolution shall be deemed to have been

passed, if approved by requisite majority. Item 1 Creation of charge or mortgage on the assets of the Company under section 180(1)(a) of the Act To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to section 180(1)(a) of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013, and the rules made thereunder, and all other applicable provisions, if any, or any other law for the time being in force [including any statutory modification(s) or re-enactment thereof for the time being in force] and in supersession of the special resolution passed by the members on July 17, 2014, under section 180(1)(a) of the Companies Act, 2013, consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board” which term shall include any committee thereof), for creation of such mortgages, charges and hypothecations as may be necessary on all or any of the moveable or immoveable properties of the Company and on such of the assets of the Company, both present and future, in such manner as the Board may direct in favour of financial institutions, investment institutions, investors and their subsidiaries, banks, mutual funds, trusts, trustees for the holders of debentures / bonds and/or other instruments and any other persons in India / abroad (hereinafter referred to as the "Lenders/Lending Agencies") which may be issued on private placement basis or otherwise, to secure rupee term loans/foreign currency loans, debentures, bonds and other instruments of an outstanding aggregate value not exceeding Rs. 500 Crores.” RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby severally authorized to do all such acts, deeds and things as it may in its absolute discretion deem fit, necessary, proper or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to finalize with the Lenders/Lending

2

Agencies/trustees, the documents for creating the aforesaid mortgages, charges and/or hypothecations and to accept any modifications to, or to modify, alter or vary, the terms and conditions of the aforesaid documents and to do all such acts and things and to execute all such documents as may be necessary, proper, expedient or desirable for giving effect to this resolution.” Item 2 Preferential Issue of Compulsory Convertible Preference Shares (CCPS) To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of sections 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013

(including any amendment thereto or re-enactment thereof) (the "Companies Act") and subject to the relevant provisions of the

Memorandum and Articles of Association of the Company, the Listing Agreement entered into by the Company with Bombay Stock

Exchange Limited (the "Stock Exchange") where the shares of the Company are listed and in accordance with the applicable regulations,

guidelines and clarifications thereon issued by the Securities and Exchanges Board of India ("SEBI"), Reserve Bank of India ("RBI"),

Government of India ("GOI") or any other statutory/regulatory authorities and subject to all such approvals, permissions, consents and

sanctions of any authorities and institutions, as may be necessary and subject to such conditions and modifications as may be prescribed

or imposed by any of them while granting such approvals, permissions, consents or sanctions, which may be agreed to by the Board of

Directors of the Company (the "Board", which term shall be deemed to include any Committee or any person which the Board may

nominate/constitute to exercise its powers, including the powers conferred under this resolution), the consent of the Company be and is

hereby accorded to the Board to create, offer, issue and allot, by way of preferential allotment, in one or more tranche(s), to the person

set out in the table below, up to 13,000,000 (Thirteen Million) Compulsory Convertible Preference Shares ("CCPS") of nominal face value

of Rs. 10 (Rupees Ten) each at a premium of Rs. 37/- per CCPS i.e. Rs. 47/- per CCPS, or such price as determined in accordance with SEBI

(Issue of Capital & Disclosure Requirements) Regulations, 2009 ("SEBI (ICDR) Regulations") whichever is higher as on the Relevant Date

(defined hereinafter), each CCPS convertible at any time on receiving 2 (Two) months' notice of conversion from the allottee, but not

later than 18 (Eighteen) months from the date of allotment of the CCPS, at a price not being less than the price arrived as on the

Relevant Date (defined hereinafter), into such equity shares having face value of Rs. 10 (Rupees Ten) each (the "Resultant Equity

Shares") fully paid up, ranking pari passu in all respects, including as to dividend, with the then existing equity shares of the Company, on

such other terms and conditions, as the Board may deem appropriate in its absolute discretion: Name of the Party Number of CCPS

PerPETual Global Technologies Limited (Mauritius) 11,500,000

VenturEast Life Fund III (India) 1,500,000 RESOLVED FURTHER THAT the offer, issue and allotment of the CCPS and the “Resultant Equity Shares” to PerPETual Global

Technologies Limited and VenturEast Life Fund III shall be subject to applicable guidelines, notifications, rules and regulations in that

regard including SEBI (ICDR) Regulations and on the terms and conditions given herein below: (a) the CCPS will be of face value of Rs. 10 (Rupees Ten) each and will be issued at premium of Rs. 37 /- per CCPS (i.e. Rs. 47/- per

CCPS.) or such higher price as on the Relevant Date in accordance with the SEBI (ICDR) Regulations; (b) the CCPS shall be convertible into the Resultant Equity Shares in accordance with the SEBI (ICDR) Regulations and applicable laws; (c) the entire consideration of CCPS shall have been paid on or before the date of allotment of the CCPS; (d) the Resultant Equity Shares shall rank pari passu in all respects with the existing fully paid up Equity Shares of the face value of Rs.

10 each of the Company, subject to the provisions of the Memorandum and Articles of Association of the Company in all respects,

and the CCPS and the Resultant Equity Shares shall be subject to lock-in for such period as is prescribed under the SEBI (ICDR)

Regulations;

(e) the CCPS holders shall provide 2 (Two) months prior notice for conversion of CCPS into Resultant Equity Shares; (f) in case a CCPS holder does not provide notice to apply for the conversion of the outstanding CCPS into Resultant Equity Shares of

the Company within 18 (Eighteen) months from the date of allotment, such notice will be deemed to have been provided and the

3

CCPS shall automatically be converted and the holders of the CCPS shall be issued and allotted the Resultant Equity Shares at the expiry of 18 (Eighteen) months following the allotment of the CCPS;

(g) the “Relevant Date” in relation to the preferential issue of CCPS for the purpose of determining the price under the SEBI (ICDR)

Regulations shall be Wednesday August, 20, 2014, being 30 (Thirty) days prior to the declaration of results of Postal Ballot i.e., Friday, September 19, 2014, which is deemed to be the date of General Meeting passing the resolution in accordance with section 110 of the Companies Act, 2013 read with relevant rules thereunder;

(h) the price of each Resultant Equity Share shall be Rs. 47/-; the price being not less than the price arrived in accordance with SEBI

(ICDR) Regulations or such higher price as may be arrived at on the Relevant Date; (i) the terms of the CCPS do not confer to the CCPS holder any rights of the equity shareholders of the Company unless converted into

Resultant Equity Shares of the Company; (j) the CCPS shall not be eligible to dividend even if any surplus fund remains with the company after paying dividend to Equity

Shareholders. (k) in case of winding up of company before the conversion of CCPS into Equity Shares, the CCPS holders shall be eligible to participate

in the surplus assets and profit, if any, remaining after paying all the creditors (including debts) but before making any payment to

equity shareholders, in proportion to their holding of CCPS. (l) the CCPS shall not carry any voting rights except in case of meetings of shareholders of CCPS. (m) the Board be and is hereby authorised to decide and approve the other terms and conditions of the issue of CCPS, and also shall be

entitled to vary, modify or alter any of the terms and conditions, as it may deem expedient, subject however to compliance with the Listing Agreement with the Stock Exchange, and applicable guidelines, notifications, rules and regulations in this regard and

requisite shareholder and/or CCPS holder approval, if any; (n) the offer, issue and allotment of the CCPS shall be made within 15 (Fifteen) days of the date of this resolution, provided that where

the allotment is pending on account of pendency of any regulatory, Stock Exchange or GOI approval(s), the allotment shall be

completed within 15 (Fifteen) days of receipt of such approval(s); (o) the Board be and is hereby authorised to delegate all or any of the powers herein conferred by this resolution to any Director(s) or

to any Committee of Directors or employee or officer of the Company, as it may consider appropriate, to give effect to the

aforesaid resolution. RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot the Resultant Equity Shares and the Resultant Equity

Shares shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all

respects, including entitlement for dividend, with the then existing equity shares of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to accept and make

in the interest of the Company, any alteration(s), modification(s) to the terms and conditions as it may, deem necessary, concerning any

aspect of the issue including decrease in the aggregate quantum of preferential issue and to take such steps and to do all such acts,

deeds, matters and things as the Board may, in its absolute discretion, deem necessary, expedient, usual, proper, incidental or desirable

and to settle any question, difficulties or doubts that may arise in this regard to the offering, issue and allotment of the CCPS and the

Resultant Equity Shares of the Company and the utilisation of the proceeds of the issue of the CCPS, and to prescribe the forms of

applications, enter into any agreements or other instruments, and to take such actions/directions as they may consider as being

necessary or desirable and to obtain any approval, permissions, sanctions which may be necessary or desirable as they may deem fit. RESOLVED FURTHER THAT the Board is hereby authorised to take necessary steps for listing of the Resultant Equity Shares allotted upon

the conversion of CCPS, on the Stock Exchange, as per the terms and conditions of the Listing Agreement and in accordance with such

other guidelines, rules and regulations as may be applicable with regard to such listing. RESOLVED FURTHER THAT the Board be and is hereby authorised to accept any amendments, modifications, variations, alterations as

the GOI, RBI, SEBI or the Stock Exchange or any other regulatory authority may stipulate in this respect. RESOLVED FURTHER THAT the Board is hereby authorised to take necessary actions and precautions to comply with the applicable

provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 at the time

4

of allotment of the Resultant Equity Shares. Registered Office:

Solitaire CorporatePark, Bldg No.1, 6th Floor, Unit No. 2, Chakala, Andheri (E), Mumbai - 400 093 Dated: 16

th August, 2014

By Order of the Board of Directors

for Polygenta Technologies Limited Paresh Damania Company Secretary

NOTES: i) The explanatory statement and reasons for the proposed resolution pursuant to Section 102 of the Companies Act, 2013 read with

Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto. ii) The Company has appointed Mr. A. Sekar, Practicing Company Secretary, Mumbai to act as the Scrutinizer for conducting the Postal

Ballot process in a fair and transparent manner. iii) The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members/Statements of beneficial

ownership maintained by the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India)

Limited (CDSL) as on the close of business hours on Friday, August 08, 2014 . iv) In accordance with the provisions of Section 101 of the Companies Act, 2013 read with Rules 18 and 22 of the Companies

(Management and Administration) Rules, 2014, this Postal Ballot Notice along with the Postal Ballot Form is being sent by speed

post to all the members. v) In compliance with the provisions of sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with

rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is offering e-voting facility to all its members

as an alternative mode of voting which will enable the members to cast their vote electronically. Necessary arrangements have

been made by the Company with Central Depository Services (India) Limited (CDSL) to facilitate e-voting. Please note that e-voting is

optional. vi) The voting period begins on 20

th August, 2014 , 2014 at 10.00 a.m. (IST) and ends on 18

th September, 2014 at 6.00 p.m. (IST). During

this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date

(record date) of 08th

August, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting

thereafter. vii) Kindly note that the Members can opt for only one mode of voting i.e., either by post or e-voting. If the Members opt for e-voting,

then they should not vote by post and vice versa. However, in case Members cast their vote by post and e-voting, then voting done

through e-voting shall prevail and voting done by post will be treated as invalid. viii) The Postal Ballot Notice is also being published in Financial Express and Mahanayak, Mumbai edition and the same has been

uploaded on the Company's website viz., http://www.polygenta.com and http://www.cdslindia.com. ix) All documents referred to in this Postal Ballot Notice and Explanatory Statement setting out material facts and other statutory

registers are open for inspection by the Members at the Registered Office of the Company between 11.00 a.m. and 1.00 p.m on all

working days except Saturdays, Sundays and national holidays, from the date hereof up to Friday, 19th

September, 2014. x) The voting rights of the Members shall be in proportion to their shares in the total paid-up equity share capital of the Company as

on the cut-off date i.e, Friday, August 08, 2014 xi) Instructions for Voting: A. Voting through Physical Postal Ballot Form

1. A member desiring to exercise vote by Postal Ballot shall complete the enclosed Postal Ballot Form with assent (for) or dissent

(against) and send it to the Scrutinizer in the enclosed self-addressed prepaid postage Envelope. However, in case a Member

sends the Postal Ballot by courier or registered post or delivers it in person at his expense, such Postal Ballots will also be

accepted.

2. The Postal Ballot Form, duly completed and signed by the Member(s) should be returned in the enclosed self-addressed pre-paid postage Envelope directly to the Scrutinizer so as to reach the Scrutinizer before the close of working hours i.e, before

5

6:00 p.m. on Thursday, September 18, 2014. Any Postal Ballot Form received after the said date shall be treated as if the reply

from the Member(s) has not been received. No other form or photocopy of the Postal Ballot Form will be permitted/accepted. B. Voting through electronic means

The instructions for members for voting electronically are as under:-

In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any

company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as

well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use

the first two letters of their name and 8 digits of the Sequence number which is mentioned in address Label

affixed on the Postal Ballot Notice, in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after

the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence

number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or

folio in dd/mm/yyyy format.

Dividend

Bank

Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat

account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the

depository or company please enter the member id / folio number in the Dividend Bank details field. (viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding

shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login

password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for

resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL

platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your

password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this

Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

6

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the

option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to

the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish

to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on

Forgot Password & enter the details as prompted by the system.

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and

register themselves as Corporates.

They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to

helpdesk.evoting@cdslindia.com.

After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to

cast their vote.

They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving Postal Ballot Form by Post:

A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

B) The voting period begins on 20th

August, 2014 at 10:00 a.m. (IST) and ends on 18th

September, 2014 at 6:00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 08

th August, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting

thereafter.

C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting

manual available at www.evotingindia.co.in under help section or write an email to helpdesk.evoting@cdslindia.com.

The Scrutinizer will submit his report to the Chairman of the Company after completion of the scrutiny within 7 (seven) days after the

last date of receipt of the postal ballots and the results of the voting by Postal Ballot will be announced on Friday, September, 19,

2014 at 12.00 noon at the Registered Office of the Company at Solitaire Corporate Park, Building No.1, 6th Floor, Unit No. 2, Chakala,

Andheri (E), Mumbai - 400093. The said results will also be intimated to the stock exchange, published in the said newspapers and

uploaded on the Company's website viz., www.polygenta.com and the website of CSDL within 2 (two) days of the passing of the

resolution.

EXPLANATORY STATEMENT (Statement setting out material facts under Section 102 of the Companies Act, 2013) Item 1 Creation of charge or mortgage on the assets of the Company The members of the Company at their Meeting held on July 17, 2014 approved by way of Special Resolution under Section 180(1) (a) of the Companies Act, 2013, the creation of charge/mortgage on the properties/assets of the Company for securing any borrowing from lenders within an overall limit of Rs. 500 Crores. However, Section 110 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 provides that the same resolution be passed by way of postal ballot. Accordingly the Company seeks to pass a fresh resolution through postal ballot.

7

As per the provisions of Section 180(1)(a) of the Companies Act, 2013, the Board of Directors of a company shall not, without the consent

of the Members of the company accorded at the General Meeting by means of a special resolution, sell, lease or otherwise dispose of the

whole or substantially the whole of its undertaking. For the purpose of its business operations, the Company raises resources, inter alia, by borrowing monies from time to time from various

persons, firms, bodies corporate, banks, financial institutions, etc. These borrowings are secured by charge on the assets and properties

of the Company coupled with power of attorney in favour of such lenders. Accordingly, the Board of Directors recommends passing of the Special Resolution as set out in this Postal Ballot Notice. Save and except

for the equity shares of Rs. 10 each of the Company held by them, none of the directors or Key Managerial Personnel of the Company or

their relatives, are in any way, concerned or interested, financially or otherwise, in the said resolution. Item No 2 Issue of CCPS The members of the Company at their Annual General Meeting held on July 17, 2014 had approved by way of Special Resolution to offer,

issue and allot 13,000,000 CCPS of Rs. 10/- each at a premium of Rs. 37 per CCPS through Preferential Allotment. Since the explanatory

statement to the notice for the said AGM did not - contain a statement with reference to regulation 73(1)(e) of the SEBI (ICDR)

Regulations, the Company is now seeking the approval from shareholders for the above through postal ballot. The Special Resolution has been proposed under the provision of section 62(1) (c) of the Companies Act, 2013 ("the Companies Act").

Further, under the Listing Agreement entered into by the Company with the Bombay Stock Exchange Limited (the "Stock Exchange"), the

Company, in the first instance, is required to offer all shares for subscription, pro–rata, to the existing shareholders unless they decide

otherwise in a general meeting. The Board believes that the proposed offer to the person set out in the table below will be in the best interest of the Company and its members. Name of the Party Number of CCPS

PerPETual Global Technologies Limited (Mauritius) 11,500,000

VenturEast Life Fund III (India) 1,500,000 The disclosures pursuant to the provisions of SEBI (ICDR) Regulations for preferential allotment and section 102 of Companies Act,

2013 are as under: 1. Size and Price of the Issue :

The maximum size of the preferential issue is Rs 61.10 Crores divided into 13,000,000 CCPS of face value of Rs. 10 each to be issued

at a premium of Rs. 37 per CCPS.

2. Nature of Securities and manner of issue of Securities

The securities being issued are Compulsory Convertible Preference Shares (“CCPS”) on preferential basis.

3. Basis of Pricing and Justification:

As per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("SEBI (ICDR) Regulations") for preferential issues, any

issue of equity shares on a preferential basis can be made only at a price, which is not less than the higher of the following:

i) Average of the weekly high and low of the closing prices of the related equity shares quoted on the stock exchange during the

26(Twenty Six) weeks preceding the Relevant Date; or

ii) Average of the weekly high and low of the closing prices of the related equity shares quoted on the stock exchange during 2

(Two) weeks preceding the Relevant Date.

The "Relevant Date" for calculating the floor prices as per ICDR, means the date used in determining the conversion price of the CCPS which is 30 (thirty) days prior to the date of declaration of the results of postal ballot under section 110 of the Act read with rule 22 of the Companies (Management and Administration) Rules, 2014. Therefore, the Relevant Date for the purpose of calculation of price is August 20, 2014, being 30 days prior to the declaration of results of Postal Ballot i.e. September, 19, 2014 which is deemed to be the date of the general meeting.

8

The offer price arrived at is based on SEBI (ICDR) Regulations, 2009. The Book Value as per the latest audited accounts for the year

ended 31st March 2014 is Rs.2.21 per share which is much lesser than the offer price. 4. Terms of Issue and Conversion

Please refer proposed resolution above for terms of issue and conversion. 5. Object of the Issue:

The object of the preferential issue is to mobilise funding for augmenting working capital, and funding capital expenditures to

enhance the performance of the Company's factory in Nashik, India. 6. Proposal of the Promoters/Directors/Key Management Persons of the Issuer to subscribe to this Preferential Offer:

PerPETual Global Technologies Limited, the proposed allottee, is a Promoter of the Company. 7. Shareholding Pattern before and after the proposed Issue:

Equity Shares prior to CCPS under

Equity Shares on

Preferential Allotment Conversion of CCPS

consideration

of CCPS under consideration

No. of Equity No. of No. of Equity

Shares Percentage CCPS Percentage Shares Percentage

Promoters

PerPETual Global TechnologiesLtd. 80,677,750 55.75% 92,177,750 58.44%

PerPETual Global TechnologiesLtd. 11,500,000 88.46%

(allotment being considered in the

Postal Ballot)

Aloe Enviroment Fund II 19,363,636 13.38% 19,363,636 12.28%

GIASF I 7,636,364 5.28% 7,636,364 4.84%

Total 107,677,750 74.40% 11,500,000 88.46% 119,177,750 75.56%

Public and Holding more than 1%

Less RPET Ltd. 13,649,983 9.43% 13,649,983 8.65%

Empower Finance Limited 5,000,000 3.45% 5,000,000 3.17%

Venture Life Fund III 1,500,000 11.54% 1,500,000 0.95%

Polygenta Stock Option Trust 13,525,000 9.35% 13,525,000 8.58%

Total 32,174,983 22.23% 1,500,000 11.54% 33,674,983 21.35%

Banks and Financial Institutions

Global Trust Bank Ltd.

1,000

0.00%

1,000

0.00%

Union Bank of India 50,000 0.03% 50,000 0.03%

SICOM Limited 250,000 0.17% 250,000 0.16%

IFCI Ltd. 2,845,594 1.97% 2,845,594 1.80%

Total 3,146,594 2.17% 0 0.00% 3,146,594 1.99%

Corporate and Others holding 1,726,324 1.19% 0 0.00% 1,726,324 1.09%

Total 144,725,651 100.00% 13,000,000 100.00% 157,725,651 100.00%

• The above figures are on the assumption that the conversion of CCPS into Resultant Equity Shares is at Rs. 47/- per share.

9

The allottee shall comply with the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations,

2011 (“SEBI SAST Regulations”), if any required at the time of allotment of the Resultant Equity Shares.

The allottee, PerPETual Global Technologies Limited, has provided an undertaking to the Company that, as and when conversion of all or part of the CCPS into Resultant Equity Shares occurs, the equity shares owned by (i) PerPETual Global Technologies Limited and (ii) any other parties acting in concert with PerPETual Global Technologies Limited as defined by SEBI SAST Regulations, shall not exceed such number of shares as would take the aggregate shareholding of PerPETual Global Technologies Limited together with such persons acting in concert, above the maximum permissible non-public shareholding.

8. Proposed time within which the preferential issue will be completed:

The allotment of the CCPS is expected to be completed within 15 (Fifteen) days of the date of passing of the special resolution

provided that where any application for exemption from the applicability of the SEBI SAST Regulations, or any other approval or

permission by any regulatory authority or Central Government for allotment is pending, the period of 15 (Fifteen) days shall be

counted from the date of order of such application or the date of approval or permission, as the case may be. 9. Identity of natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately

control proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if

any, in the Company consequent to the preferential issue:

a) Identity of natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who

ultimately control proposed allottees

The proposed allottees are PerPETual Global Technologies Limited and Ventureast Life Fund III.

(i) PerPETual Global Technologies Limited:

PerPETual Global Technologies Limited is a company incorporated under the laws of Mauritius, holding 55.75% of the equity share capital of the Company. All decisions of PerPETual Global Technologies Limited are approved by its board of directors which comprises of the following: Eric Ng Yim On, Dr. Vivek Tandon, Jean Pascal Michel Marie Tranié, Mohammad Yassin Khodadeen, Muhammad Khalid Peyrye, Vikram Kundlik Nagargoje, Philippe Henri Pierre Marie Raynaud de Fitte, Lars Hammerschmidt, Ramesh Alur and Marc Lawrence Lopresto.The equity share capital of PerPETual Global Technologies Limited is held by various entities including private equity funds, individuals, body corporates, family offices of high net worth individuals etc. with no single entity except for Aloe Environment Fund II (“Aloe”) owning more than 25% of the equity share capital of PGTL. Aloe holds about 30.6% of the share capital of PGTL. No single natural person exercises control over more than 25% of the shares of PerPETual Global Technologies Limited.

Aloe is a French regulated fund and acts through Aloe Private Equity S.A.S., a management company.

The main investors of Aloe are financial institutions, foundations, high net worth individuals and other institutional

investors with no natural person having beneficial interest of more than 15% in Aloe. Thus, no single natural person has a

beneficial interest of more than 15% in the capital of Aloe.

(ii) Ventureast Life Fund III:

Ventureast Life Fund III is a venture capital fund. The shareholders/ investors of Ventureast Life Fund III include various

banks, insurance companies, state government companies etc. No single natural person exercises control over more than

25% of the shares of VenturEast Life Fund III. Andhra Pradesh Industrial Development Corporation Limited has a beneficial

interest in 28% of the total capital of Ventureast. APIDC is owned by the Government of Andhra Pradesh.

b) Percentage of post-preferential issued and paid-up share capital of the Company that may be held by the proposed allottee:

The proposed allottee for CCPS pursuant to the special resolution of the notice and the percentage of expanded capital to be

held by it after the proposed allotment of the said Resultant Equity Shares assuming full conversion of CCPS as per the said

resolution are as under:

10

Name of the Proposed Allottee Pre-Issue Equity Post - Issue Equity Shareholding after

Shareholding conversion of CCPS

Number % Number %

PerPETual Global Technologies Ltd. 80,677,750 55.75% 92,177,750 58.44%

VenturEast Life Fund III 0 0 1,500,000 0.95%

• The figures in the shareholding pattern are on the assumption of a fully diluted share capital of the Company. • PerPETual Global Technologies Ltd. is one of the Promoters of the Company.

c) The proposed preferential allotment will not result in a change in the control of the Company.

10. Requirement as to re-computation of price and lock-in of specified securities

Since the equity shares of the Company have been listed on the recognized stock exchanges for a period of more than 6 months

prior to the Relevant Date, the Company is not required to re-compute the price of the equity shares and therefore, the Company is

not required to submit the undertakings specified under Regulations 73(1)(f) and (g) of the SEBI (ICDR) Regulations. 11. Auditors' Certificate:

A certificate will be made available for inspection at the registered office of the Company from M/s. Lodha & Company, who are the

Statutory Auditors of the Company, certifying that the preferential allotment of CCPS is being made in accordance with the

requirements contained in SEBI (ICDR) Regulations between 2:00 pm to 5:00 pm on any working day from the Relevant Date (i.e.

August 20, 2014) upto the last date for voting under Postal Ballot. 12. Lock-in:

The CCPS and the Resultant Equity Shares allotted on preferential basis shall be subject to a lock-in, for such periods as prescribed in

SEBI (ICDR) Regulations.

The entire pre-preferential allotment shareholding of the allottees, if any, shall be locked-in from the Relevant Date upto such

period as prescribed in the SEBI (ICDR) Regulations. 13. Directors' and Promoters Interest:

Details of Shareholding of Promoters and Promoter's Group in Polygenta Technologies Limited and the Allottee Company viz.

PerPETual Global Technologies Limited

Name of the Promoters and Promoter's Group Percentage of Shareholding

Polygenta Technologies PerPETual Global

Limited Technologies Limited

PerPETual Global Technologies Limited 55.75% -

Aloe Environment Fund II 13.38 % 30.6 %

Green Investment Asia Sustainability Fund I 5.28 % 13.3 %

Mr. Marc Lopresto and Mr. Ramesh Alur, Directors of the Company are interested in the above resolution.

Other than above said Directors, none of the other Directors and Key Managerial Personnel of the Company and their relatives are

concerned or interested in any way in the resolution proposed to be passed. The Board of Directors accordingly recommends the resolutions for your approval. Registered Office:

Solitaire CorporatePark,

Bldg No.1, 6th

floor, Unit

No. 2, Chakala, Andheri

(E), Mumbai - 400 093

Dated: 16th

August, 2014

By Order of the Board of Directors for Polygenta Technologies Limited Paresh Damania Company Secretary

POSTAL BALLOT FORM

Item Description No. of Votes exercised

corresponding to the total number of

(1)Voting rights

I/We dissent the resolution

(AGAINST)

Place :

Date :

(Signature of Member)

7.

Registered folio No. / *Client ID No. (*Applicable to investors holding shares in dematerialised form)

Name(s) of the Joint Shareholder, if any (In block letters)

3.

4.

Serial No.: _______________

1. Special resolution for creating security on the assets of the Company in favour of the lenders

2. Special resolution for Preferential Issue of Compulsory Convertible Preference Shares

I/We hereby exercise my/our Vote in respect of the resolutions to be passed through postal ballot for the business stated in the thnotice of the Company dated 16 August, 2014 by sending my/our assent or dissent to the said resolutions by placing a ( ) in the

appropriate column below:-ü

1. Name of the first Named Shareholder (In block letters)

2. Postal Address

S No.

No. of shares held5.

I/We assent to the resolution

(FOR)

POLYGENTA TECHNOLOGIES LIMITEDCorporate Identification Number (CIN) - L17120MH1981PLC025388

thRegistered Office: Solitaire Corporate Park, Bldg No.1, 6 floor, Unit No. 2, Chakala, Andheri (E), Mumbai - 400 093Tel: +91 22 6193 3333 Fax: +91 22 6193 3316, E-mail: companysecretary@polygenta.com; Website: http://www.polygenta.com

Email Id:

(1) Each equity shares of the Company carries one Vote

(2) Please read carefully the instructions printed in the notice before exercising the Vote.

th Last date of receipt of Postal Ballot Form by the Scrutinizer: 18 day of September, 2014 upto 6:00 p.m.