Pelatro Ltd IPO

The IPO opens on 16 Sept 2024 & closes on 19 Sept 2024.

Pelatro Limited was incorporated on March 21, 2013 as Kivar Infotech Private Limited', a Private Limited Company, pursuant to a Certificate of Incorporation issued by the Registrar of Companies, Karnataka. Subsequently, the name of Company was changed to Pelatro Solutions Private Limited' and a fresh Certificate of Incorporation dated November 5, 2014 was issued by the Registrar of Companies, Bangalore. Again, the name changed to Pelatro Private Limited' dated November 10, 2023. Further, the Company got converted into a Public Limited Company and the name of Company was changed to Pelatro Limited' and a fresh Certificate of Incorporation dated May 29, 2024 was issued by the Registrar of Companies, Central Processing Centre. The Company is a global technology business and have developed a comprehensive Customer Engagement Platform, i.e., mViva that empowers customer-centric interactions between enterprises or brands and its end users. Their Customer Engagement Platform mViva collects and processes huge amounts of data for each enterprise on a daily basis across almost a billion consumers in 30 countries. mViva empowers the marketers to innovate and constantly push the envelope on customer engagement. mViva Customer Engagement Platform has various vertical solutions which are integrated to form the platform, and offers products including, Campaign Management Solution, Loyalty Management Solution, Lead Management Solution and Data Monetization Solution. The Company was founded in March 2013 to create world leading software solutions for various aspects of Precision Making. It onboarded a large telco with a total subscriber base of about 300 million, as of March 2019, as its customer for campaign management solution in 2020. It onboarded the first customer for loyalty management solution in 2022. In 2024, the Company has acquired the shareholding of Pelatro Pte. Ltd., a Singapore entity, from Pelatro Limited (U.K.), thereby making Pelatro Pte. Ltd. a subsidiary of the Company effective from January 8, 2024. The Company came up with the IPO by issuing 27,99,000 equity shares of Rs 10 by raising funds aggregating to Rs 56 Cr in Sep'24.

Pelatro Ltd IPO will close on 19 Sept 2024.

<ul><li>In-house technology development and testing capabilities.</li><li>Deep Domain Expertise.</li><li>End to End Platform.</li><li>Highly Referenceable Customers.</li><li>Its platform has a prominent position in various markets, a high growth market with substantial barriers to entry.</li><li>Profitable, low-cost business model built on an asset light, automated and scalable platform.</li><li>Growth driven, global customer base.</li><li>Patented Technology.</li><li>Experienced and dedicated Key Management Personnel, who are ably supported by our other employees.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Subash Menon</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>2</td> <td>Sudeesh Yezhuvath</td> <td>1264235</td> <td>16.62</td> <td>1264235</td> <td>12.15</td> </tr> <tr> <td>3</td> <td>Kiran Menon</td> <td>2176195</td> <td>28.61</td> <td>2176195</td> <td>20.91</td> </tr> <tr> <td>4</td> <td>Varun Menon</td> <td>2136195</td> <td>28.08</td> <td>2136195</td> <td>20.53</td> </tr> </tbody> </table>

<ul><li>The company is substantially dependent upon customers renewing their subscriptions to, and expanding their use of, its platform to maintain and grow its revenue, which requires it to scale its platform infrastructure and business quickly enough to meet the company's customers' growing needs. If the company is not able to grow in an efficient manner, its business, financial condition and results of operations could be harmed.</li><li>The company is dependent on a small set of products, and the failures to achieve continued market acceptance of its products could cause the company results of operations to suffer.</li><li>If the company platform fails to perform properly or there are defects or disruptions in the rollout of its platform updates or enhancements, the company reputation could be adversely affected, its market share could decline, and the company could be subject to liability claims.</li><li>The company's sales cycle with large enterprise customers can be long and unpredictable, and its sales efforts require considerable time and expense.</li><li>Its business depends on the company's ability to send consumer engagement messages, including emails, SMS and mobile and web notifications, and any significant disruption in service with its third-party providers or on mobile operating systems could result in a loss of customers or less effective consumer-brand engagement, which could harm its business, financial condition and results of operations.</li><li>The company depends on its long term customers for a significant portion of the company's revenue, and any decrease in revenues or sales from any one of such key customers may adversely affect its business and results of operations.</li><li>If the Company or its Subsidiary are unable to protect its intellectual property, or if the Company infringes on the intellectual property rights of others, its business may be adversely affected. Further, the Company uses the patents registered in the name of its wholly owned subsidiary, Pelatro Pte. Ltd., therefore faces the risk of imposition of restriction in its usage.</li><li>The company operates in limited geographies for a significant portion of its revenue and also depends on limited number of customers for its revenue from operations. Projects in new geographies may not be as profitable as in existing geographies.</li><li>Its Group Company, Pelatro Limited (U.K.) may have conflict of interest with it at it is engaged in similar business and may compete with the company.</li><li>Its Subsidiary, Pelatro Pte. Ltd. may have conflict of interest with the company as it is engaged in similar business and may compete with it.</li><li>Its may need to reduce prices or change the company pricing model to remain competitive.</li><li>The company anticipate that its operations will continue to increase in complexity as the company grow, which will create management challenges.</li><li>If the company is unable to attract new customers and renew existing customers, its business, financial condition and results of operations will be adversely affected.</li><li>The commercial success of its services depends to a large extent on the success of the success of the company's customers. If there is any downturn in the industries in which its customers operate, it could have a material adverse effect on the company's business, financial condition and results of operations.</li><li>There are disciplinary actions taken against its Promoters in the past, any actions taken in the future may affect the company's business and financial condition.</li><li>The company depends on a few customers of its services in some of its business lines, for a significant portion of the company revenue, and any decrease in revenues or sales from any one of its key customers may adversely affect the company's business and results of operations.</li><li>The company propose to use a part of the Net Proceeds of the Issue towards funding capital expenditure requirement of the Company towards purchase of hardware infra. The company is yet to place orders for such hardware. Further, the company plan to expand into new geographies through its Subsidiary and may be exposed to significant liability and could lose some or all of its investment in such regions, as a result of which the company's business, financial condition and results of operations could be adversely affected.</li><li>One of its objects of the Issue is to expand the company's sales and marketing capabilities in geographies of EMEA and USA. The expenditure proposed to be incurred is subject to external factors and uncertainty of the outcome of such expenditure.</li><li>Failures in IT systems and infrastructure supporting the company's system and operations could significantly disrupt its operations and have a material adverse effect on the company's business, results of operations, cash flows and financial condition.</li><li>Its Promoters, Directors, Key Managerial Personnel and Senior Management Personnel have interests in the Company other than reimbursement of expenses incurred or normal remuneration or benefits.</li><li>If the company fails to maintain and enhance its brand, the company's ability to expand its customer base may be impaired and the company's business, financial condition and results of operations may suffer.</li><li>Its current operations are international in scope, and the company plan further geographic expansion. This will create a variety of operational challenges.</li><li>The company is subject to stringent and changing laws and regulations, industry standards and contractual obligations related to privacy, data security and data protection. The restrictions and costs imposed by these requirements and its actual or perceived failure to comply with them, could harm the company's business.</li><li>Its Promoter, Sudeesh Yezhuvath has extended personal guarantees with respect to loan facilities availed by the Company. Further, he has also extended personal properties as collateral for securing the facilities availed by the Company. Revocation of any or all of these personal guarantees or withdrawal of such properties may adversely affect its business operations and financial condition.</li><li>Security incidents, privacy breaches or real or perceived errors, failures or bugs in its systems, networks, cloud environments, website could impair the company's operations, result in loss of personal customer confidential information, damage its reputation and brand, and harm its business and operating results.</li><li>There have been instances of delays in filings of certain forms which were required to be filed as per the reporting requirements under the Companies Act, 2013 to RoC.</li><li>The Company has issued Equity Shares in the last one year at a price which is lower that the Issue Price.</li><li>There can be no assurance that the objects of the Issue will be achieved within the time frame anticipated or at all, or that the deployment of the Net Proceeds in the manner intended by us will result in any increase in the value of your investment. Further, the plan for deployment of the Net Proceeds has not been appraised by any bank or financial institution.</li><li>The Company had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.</li><li>If the company is not able to obtain, renew or maintain its statutory and regulatory licenses, registrations and approvals required to operates its business, it may have a material adverse effect on the company's business, results of operations and financial condition.</li><li>Any delays and/or defaults in payments could result in increase of working capital investment and/or reduction of the Company's profits, thereby affecting its operation and financial condition.</li><li>The Company requires significant amount of working capital for a continuing growth. Its inability to meet the company working capital requirements may adversely affect its results of operations.</li><li>The company faces intense competition, including from well-established companies that offer products that compete with ours. Its may lack sufficient financial or other resources to maintain or improve its competitive position, which may harm the company's ability to add new customers, retain existing customers, and grow its business.</li><li>Its Proforma Financial Statements are illustrative in nature and have not been prepared in accordance with accounting or other standards and practices generally accepted in any jurisdiction and accordingly should not be relied upon as if they had been prepared in accordance with those standards and practices.</li><li>The company Promoters and members of the Promoter Group have significant control over the Company and have the ability to direct its business and affairs; their interests may conflict with your interests as a shareholder.</li><li>The average cost of acquisition of Equity Shares held by its Promoters could be lower than the Issue Price.</li><li>Its future fund requirements, in the form of further issue of capital or securities and/or loans taken by it, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised.</li><li>The company has in past entered into related party transactions and its may continue to do so in the future.</li><li>Its Promoters have extended personal properties as collateral for securing the facilities availed by the Company. Withdrawal of any properties may adversely affect its business operations and financial condition.</li><li>The company agreements with lenders for financial arrangements contain restrictive covenants for certain activities and if the company is unable to get their approval, it might restrict its scope of activities and impede the company growth plans.</li><li>In addition to its existing indebtedness for the company existing operations, its may incur further indebtedness during the course of business. The company cannot assure that its would be able to service its existing and/ or additional indebtedness.</li><li>The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Issue. Further, the company have not identified any alternate source of financing the `Objects of the Issue'. Any shortfall in raising/meeting the same could adversely affect its growth plans, operations and financial performance.</li><li>The company's success largely depends upon the knowledge and experience of its Promoters, Directors, the company Key Managerial Personnel and its Senior Management Personnel. Loss of any of the company's Directors and key managerial personnel or its ability to attract and retain them could adversely affect its business, operations and financial condition.</li><li>Its Registered Office and other ancillary offices are located on premises which are not owned by it and has been obtained on lease basis. Disruption of the company rights as licensee/ lessee or termination of the agreements with its licensors/ lessors would adversely impact its operations and, consequently, the company's business, financial condition and results of operations.</li><li>Its lenders have charge over movable and immovable properties of the Company and its Promoters in respect of finance availed by the company.</li><li>Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>Its inability to procure and/or maintain adequate insurance cover in connection with its business may adversely affect the company operations and profitability.</li><li>Its ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.</li><li>Industry related data is taken from online sources and therefore may be incorrect or inaccurate.</li><li>The requirements of being a listed company may strain its resources.</li><li>The Equity Shares have never been publicly traded and the Issue may not result in an active or liquid market for the Equity Shares. Further, there is no existing market for its Equity Shares, and the company does not know if one will develop to provide you with adequate liquidity. Further, an active trading market for the Equity Shares may not develop and the price of the Equity Shares may be volatile.</li><li>There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of National Stock Exchange of India Limited in a timely manner or at all.</li><li>You may not be able to sell immediately on the Stock Exchanges any of the Equity Shares you purchase in the Issue.</li><li>There are restrictions on daily movements in the trading price of the Equity Shares, which may adversely affect a shareholder's ability to sell Equity Shares or the price at which Equity Shares can be sold at a particular point in time.</li><li>The price of the Equity Shares may be volatile, which could result in substantial losses for investors acquiring the Equity Shares in the Issue.</li><li>Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by the Company may dilute your shareholding and any sale of Equity Shares by its Promoters or members of the company's Promoter Group may adversely affect the trading price of the Equity Shares.</li><li>Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.</li><li>Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.</li><li>If the company is unable to establish and maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected.</li></ul>

The Issue type of Pelatro Ltd is Book Building - SME.

The minimum application for shares of Pelatro Ltd is 600.

The total shares issue of Pelatro Ltd is 2799000.

Initial public offer of upto 27,99,000 equity shares of face value of Rs. 10/- each (the "Equity Shares") of Pelatro Limited ("The Company" or "The Issuer") at an issue price of Rs. 200 per equity share (including share premium of Rs. 190 per equity share) for cash, aggregating up to Rs. 55.98 crores ("Public Issue") out of which 1,40,400 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 200 per equity share for cash, aggregating upto Rs. 2.81 crores will be reserved for subscription by the market maker to the issue (the "Market Maker Reservation Portion") and upto 49,800 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 200 per equity share for cash, aggregating up to Rs. 0.99 crores for subscription by eligible employees (as defined hereinafter) (the "Employee Reservation Portion"). The public issue less market maker reservation portion and employee reservation portion i.e. net issue of 26,08,800 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 200 per equity share for cash, aggregating upto Rs. 52.18 crores is herein after referred to as the "Net Issue". The public issue and net issue will constitute 26.90% and 25.07 % respectively of the post-issue paid-up equity share capital of the company. The Offer Price is Rs. 200 per equity share of face value of Rs. 10 each. The Offer Price is 20 times of the face value of the equity shares. Bid cane be made for a minimum of 600 equity shares and in multiples of 600 equity shares thereafter.