Company Announcements

6 December 2022

Pelatro Plc

("Pelatro" or the "Group")

Issue of new shares and options, dealings with PDMRs and total voting rights

Issue of new shares to employees

The Group put in place an employee share option plan in 2019 (the "ESOP") with a view to aligning their remuneration with the performance of the business whilst controlling the cash cost. Since that date the Group has successfully transformed into one with predominantly recurring revenue and increasing profitability; however, the share price has not reflected the transformation and hence the option scheme, with an exercise price of 73 pence per share, has not delivered the requisite staff incentivisation. Notwithstanding the global economic situation, the demand for skilled personnel remains extremely high in Bangalore and the Group needs to both attract potential new staff and incentivise current staff in an appropriate way. Given the criticality of qualified and experienced personnel in our business, it is therefore, in the Board's and the remuneration committee's view, imperative that an appropriate employee retention scheme in the form of a cash bonus or share issue be implemented.

Accordingly, the Company has today approved the issue of 3,455,000 new Ordinary shares of 2.5p each to certain key employees (all below Board level) in lieu of a cash bonus (the "Share Award"), which is considered by the Board to have an appropriate balance of incentivisation and conservation of cash within the business.

As the cost of the Share Award falls outside the terms of the ESOP, the value (approximately $0.6m at current market value) will be accounted for in the profit and loss for the year and not offset against the c. $0.25m currently provisioned in the share-based payments reserve (which will be written back on cancellation of the ESOP).

Issue of options to a Director

In addition to the Share Award, 250,000 new options to subscribe for new Ordinary shares, with an exercise price of 2.5p, have been allotted to Nic Hellyer (Chief Financial Officer). The options vest immediately. After the award Nic Hellyer owns 102,000 ordinary shares and has 300,000 shares under option in the Company, excluding options held under the 2019 ESOP, which will be cancelled as part of the above arrangements.

The Company intends to review how it remunerates and incentivises staff under future employee share schemes but the Share Award outlined above is felt to be in the best interest for all stakeholders in the Company in terms of speed and impact.

Admission to trading and total shares in issue

Application has been made to the London Stock Exchange for the 3,455,000 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective, and trading will commence, at 8.00 a.m. on or around 9 December 2022.

After Admission, the total number of Ordinary Shares in issue will be 48,862,431 and the total number of voting rights will therefore be 48,862,431. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

For further information contact:

Notes to editors

The Pelatro Group was founded in March 2013 by Subash Menon and Sudeesh Yezhuvath with the objective of offering specialised, enterprise class software solutions for customer engagement principally to telcos who face a series of challenges including market maturity, saturation and customer churn.

 Pelatro provides its "mViva" platform for use by customers in B2C and B2B applications and is well positioned in the Customer Engagement space. Our technology orchestrates the digital journey of the customers of the telcos through contextual, relevant and real time offers and loyalty programs across multiple channels including websites, social media, apps and others.

For more information about Pelatro, visit www.pelatro.com

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them