What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-29 compared with 2025-06-30 · 1082 added, 906 removed, 1436 unchanged (58% of the section changed)

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were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Limitations on the Effectiveness of Controls

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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Officers and Directors

following table sets forth the names, ages and positions of our current executive officers and directors:

Executive Off icers

Chath Weerasinghe

following table sets forth the names, ages and positions of our executive officers and directors :

Financial and Operating Officer

Jane Gottschalk

President, Chief Creative

Officer and Director

Former Chief Executive

Officer and Director

Jeff Clayborn

Former Chief Financial

Non-Executive Directors

Chief Creative Officer and Director

Max Gottschalk

Chairman of the Board of

Andre Keijsers

Berndt Hauptkorn

Executive Director and Chairman of the Board of Directors

Non-Executive

Nixdorff, Berndt Hauptkorn, and Adam Epstein each resigned as directors of the Company effective June 11, 2026, June 12, 2026, and June

13, 2026, respectively.

are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.

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a Fellow of the Association of Chartered Certified Accountants (FCCA).

Clayborne– Former Chief Financial Officer

Clayborne served as our Chief Financial Officer from October 2023 to January 2025.

During his tenure, he contributed to our financial

operations and planning during a key transition period.

He is also a financial advisor at Healthy Extracts Inc.

and previously held CFO

roles at SONDORS, Inc.

(2022–2023), where he led the company’s Nasdaq readiness and operational improvements, and at Verb

Technology Company, Inc.

VERB, VERBW) (2016–2022), where he supported its uplisting to Nasdaq and oversaw multiple financings.

Earlier in his career, he held senior finance roles at Universal Music Group and The Walt Disney Company and began his career as a CPA

with McGladrey & Pullen LLP and KPMG.

Clayborne holds an MBA from the University of Southern California.

On June 11, 2026, Mr.

Weerasinghe notified the Company of his resignation

from his positions as Chief Financial Officer, Chief Operating Officer, and principal financial and accounting officer, effective three

months from the notice date in accordance with applicable Swiss law.

Gottschalk – Chief Creative Officer and Director

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Company’s unique positioning and cultural identity.

Buckley – Former Chief Executive Officer and Director

Buckley served as our Chief Executive Officer from November 2022 until January 2025 and has been a member of our board of directors since

November 2022.

He also served as acting Chief Financial Officer until October 2023.

In addition, Mr.

Buckley is a director at 3rd Rock Private Limited.

Prior to joining the Company, he was CFO of Rapha Racing Limited (2020–2022)

and held senior finance roles there and at Burberry Limited (2011–2016), including Director of Financial Planning & Analysis.

He began his career at Marks and Spencer Group plc, which included an international secondment to Woolworths South Africa.

is a qualified accountant (ACCA, 2004).

We believe he is qualified to serve on our board due to his extensive leadership and financial

Buckley was terminated as Chief Executive Officer on January 31, 2025, but remains a director of the Company as of March

Non-Executive

Gottschalk – Chairman of the Board of Directors

Gottschalk has served as Chairman of our board of directors since March 2021, and has also served on the boards of PMA since 2012 and

PMUK since 2017.

He is the Founder and CEO of Vedra Partners Ltd., a London- and Switzerland-based multi-family office, and has extensive

experience leading and advising investment entities across private equity, sustainable finance, and consumer goods.

He is a Partner at

Ocean 14 Capital Ltd., a fund focused on ocean sustainability, and holds director roles at Nurture Brands Ltd., Aeon Investment Ltd.,

and several holding entities of the Hycap Fund, an energy transition-focused private equity vehicle.

Gottschalk previously co-founded

Gottex Fund Management, a global asset management firm which he built and successfully listed on the Swiss stock exchange.

his career, he held senior roles at Bear Stearns in New York, leading fixed income hedge fund sales.

Max Gottschalk – Executive Director and Chairman

of the Board of Directors

Gottschalk has served as Chairman of our board of directors since March

2021 and has also served on the boards of PMA since 2012 and PMUK since 2017.

He was appointed Executive Director of the Company effective

May 1, 2025, and continues to serve as Chairman of the Board.

He is the Founder and CEO of Vedra Partners Ltd., a London- and Switzerland-based

multi-family office and has extensive experience leading and advising investment entities across private equity, sustainable finance,

and consumer goods.

He is a Partner at Ocean 14 Capital Ltd., a fund focused on ocean sustainability, and holds director roles at Nurture

Brands Ltd., Aeon Investment Ltd., and several holding entities of the Hycap Fund, an energy transition-focused private equity vehicle.

Gottschalk previously co-founded Gottex Fund Management, a global asset management firm which he built and successfully listed on

the Swiss stock exchange.

Earlier in his career, he held senior roles at Bear Stearns in New York, leading fixed income hedge fund sales.

Gottschalk holds a B.A.

from the McIntire School of Commerce at the University of Virginia.

We believe he is well-qualified to serve as Chairman due to his significant

board experience, entrepreneurial track record, and broad expertise in investment management and strategic leadership.

in Finance from the McIntire School of Commerce at the University of Virginia.

We believe he is well-qualified

to serve as Chairman due to his significant board experience, entrepreneurial track record, and broad expertise in investment management

and strategic leadership.

Non-Executive

Keijsers – Director

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fashion industry expertise and leadership experience make him a valuable board member.

Barwin – Director

Barwin has served on our board since November 2022.

She is the Founder of Tracy B

and previously held senior roles at Hunter Boot, Uniqlo, and Myla, with a focus on direct-to-consumer and customer experience.

Barwin holds a B.A.

in Modern History and Politics from Manchester University and a postgraduate diploma from The Chartered Institute

of Marketing.

We believe she is qualified to serve on our board due to her experience in fashion, retail, and DTC operations.

On June 12, 2026, Mr.

Hauptkorn notified the Company of his resignation

as a director of the Company.

Hauptkorn’s resignation was a result of disagreements with members of the Company’s management and the

Board related to the Company’s strategic direction.

At the time of his resignation, Mr.

Hauptkorn served on the Board’s Nominating and

Corporate Governance Committee and Audit Committee.

Nixdorff – Director

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and investment industries supports his role on our board.

On June 11, 2026, Mr.

Nixdorff notified the Company of his resignation

as a director of the Company.

Nixdorff’s resignation was a result of disagreements with members of the Company’s management and the

Board related to the Company’s strategic direction.

At the time of his resignation, Mr.

Nixdorff served on the Board’s Nominating and

Corporate Governance Committee and Compensation Committee.

Epstein – Director

On May 29, 2025, the Board of Directors of Perfect Moment Ltd.

May 29, 2025, the Board of Directors of Perfect Moment Ltd.

elected Adam Z.

Epstein as a director of the

Epstein is the Portfolio Manager and Chief Investment Officer of MAZE Investments LLC.

Epstein has worked in the financial

services industry for more than two decades and brings extensive experience in capital markets, strategy, investor communications, and

corporate governance.

Epstein holds a BA in economics from the University of Michigan, MA in economics from the University of California,

Santa Barbara and MBA in finance from the UCLA Anderson School of Management.

Epstein as a director of the Company.

Epstein is the

Portfolio Manager and Chief Investment Officer of MAZE Investments LLC.

Epstein has worked in the financial services industry for

more than two decades and brings extensive experience in capital markets, strategy, investor communications, and corporate governance.

Epstein holds a BA in economics from the University of Michigan, MA in economics from the University of California, Santa Barbara

and MBA in finance from the UCLA Anderson School of Management.

He also holds the Chartered Financial Analyst designation.

We believe he is qualified to serve on our board given his governance, finance, and investment experience.

On June 13, 2026, Mr.

Epstein notified the Company of his resignation as

a director of the Company.

Epstein’s resignation was a result of disagreements with members of the Company’s management and the Board

related to the Company’s corporate governance.

At the time of his resignation, Mr.

Epstein served on the Board’s Nominating and Corporate

Governance Committee and Audit Committee.

in Certain Legal Proceedings

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with Section 16(a)

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,

executive officers, and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership

with the Securities and Exchange Commission.

Based solely on our review of the copies of such reports filed with the SEC and written representations

from reporting persons, we believe that during the fiscal year ended March 31, 2025, all applicable Section 16(a) filing requirements

were met in a timely manner, except Chath Weerasinghe, who filed one late Form 4, and Max Gottschalk, who filed one late Form 4.

16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than 10%

of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Based solely on

our review of the copies of such reports filed with the SEC and written representations from reporting persons, we believe that during

the fiscal year ended March 31, 2026, all applicable Section 16(a) filing requirements were met in a timely manner, except Chath Weerasinghe,

who filed one late Form 4, and Max Gottschalk, who filed one late Form 4.

Trading Policies

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directors may establish other committees from time to time.

American permits a phase-in period of up to one year for an issuer registering securities in an initial public offering to meet the audit

committee, compensation committee and nominating and corporate governance committee independence requirements.

Under the initial public

offering phase-in period, only one member of each committee is required to satisfy the heightened independence requirements at the time

of the listing of our common stock on the NYSE American, a majority of the members of each committee must satisfy the heightened independence

requirements within 90 days following the listing, and all members of each committee must satisfy the heightened independence requirements

within one year from the listing.

Keijsers, Berndt Hauptkorn and Tracy Barwin serve on the audit committee, which is chaired by Andre Keijsers.

Keijsers, Berndt Hauptkorn and Adam Eptein serve on the audit committee, which is chaired by Andre Keijsers.

Our board of directors

has determined that Andre Keijsers, Berndt Hauptkorn and Tracy Barwin are “independent” for audit committee purposes as that

has determined that Andre Keijsers, Berndt Hauptkorn and Adam Eptein are “independent” for audit committee purposes as that

term is defined in the rules of the SEC and the NYSE American Company Guide, and each member has sufficient knowledge in financial and

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and Corporate Governance Committee

Keijsers, Berndt Hauptkorn and Tim Nixdorff will serve on the nominating and corporate governance committee, which will be chaired by

Andre Keijsers.

Our board of directors has determined that Andre Keijsers, Berndt Hauptkorn and Tim Nixdorff are “independent”

Keijsers, Berndt Hauptkorn, Tim Nixdorff and Adam Eptsein serve on the nominating and corporate governance committee, which is chaired

by Andre Keijsers.

Our board of directors has determined that Andre Keijsers, Berndt Hauptkorn, Tim Nixdorff and Adam Epstein are “independent”

as defined in the NYSE American Company Guide.

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A copy of our code of ethics can be found on our website https://investors.perfectmoment.com/corporate-governance .

We intend to disclose future amendments to, or waivers of, our Code, as and to the extent required by SEC regulations, at the same location

on our website identified above or in public filings.

disclose future amendments to, or waivers of, our Code, as and to the extent required by SEC regulations, at the same location on our

website identified above or in public filings.

Committee Interlocks and Insider Participation

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Relationships

Gottschalk, the Chairman of our board of directors, and Jane Gottschalk, and our Chief Creative Officer and a member of our board of

directors, are husband and wife.

There are no other family relationships among any of the directors or executive officers.

Gottschalk, the Chairman of our board of directors, and Jane Gottschalk, our President, Chief Creative Officer and a member of our

board of directors, are husband and wife.

There are no other family relationships among any of the directors or executive

EXECUTIVE COMPENSATION

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expenses incurred in attending board of directors and committee meetings.

of March 31, 2025, our non-employee directors held 208,400 outstanding option awards to purchase or to be issued our common stock.

of March 31, 2025, Jane Gottschalk, our current Chief Creative Officer and a member of our board of directors, who was a non-employee

director until August 2022, held options to purchase 68,172 shares of our common stock.

We granted options to purchase 30,000 shares

of our common stock each (for a total of 120,000 shares of our common stock) to Andre Keijsers, Tracy Barwin, Berndt Hauptkorn and Tim

Nixdorff, our four independent directors, pursuant to and upon the terms and conditions of their Independent Director Agreements with

us, vesting over a period of three years from the effective date of each such Independent Director Agreement.

On March 5, 2024 we granted

an additional 6,000 options to purchase our common stock to Berndt Hauptkorn and Tim Nixdorf, vesting over a period of three years from

the effective date of each such Independent Director Agreement.

On March 5, 2024 we granted an additional 13,200 options to purchase

our common stock to Andre Keijsers and Tracy Barwin, vesting over a period of three years from the effective date of each such Independent

Director Agreement.

non-employee director receives an annual compensation package consisting of (i) a cash retainer of $25,000 and (ii) an annual equity

grant with a value of $25,000, awarded in the form of stock options or RSUs at the discretion of the board.

of March 31, 2026, our non-employee directors held 90,396 outstanding options and 95,109 unvested RSUs.

Jane Gottschalk, our

President and Chief Creative Officer, who served as a non-employee director until August 2022, held 68,172 vested options as of that

Max Gottschalk, our Executive Director and Chairman from May 1, 2025, who served as a non-employee director until April 30,

2025, held 50,000 options, of which 12,500 were vested and exercisable as of March 31, 2026.

have implemented a compensation plan for our non-employee directors, such that non-employee directors will receive an annual cash retainer

and/or an annual grant of stock options.

and/or an annual grant of stock options or RSUs.

Our committee chairpersons will not receive certain additional retainer fees.

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board of directors.

compensation will be reviewed annually, and changes will be recommended by the compensation committee and approved by our board of directors.

Compensation Table

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for this table using the average of the average exchange rates for each fiscal month during the applicable fiscal year.

Option Repurchase Excess

Max Gottschalk

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Berndt Hauptkorn

Weerasinghe, Chief Financial Officer and Jane Gottschalk a Director and President, Chief Creative Officer during the fiscal year

ending March 31, 2025, are not included in this table as they were employees, and, thus, received no compensation for their services

as a director.

The compensation received by Mr.

Weerasinghe and Ms.

Gottschalk as employees are disclosed in the section entitled

“ Executive Compensation – Summary Compensation Table ” appearing elsewhere in this Annual Report.

Weerasinghe, Chief Financial Officer, Jane Gottschalk, Director and President, Chief Creative Officer, and Max Gottschalk, Executive

Director and Chairman from May 1, 2025, are not included in this table for the period from May 1, 2025 onwards, as they were serving

in executive capacities and thus their compensation for that period is disclosed in the section entitled “Executive

Compensation – Summary Compensation Table” appearing elsewhere in this Annual Report.

The amount reported for Mr.

Gottschalk in this table reflects only his director fees earned prior to his transition to Executive Director on May 1,

amount reported for Mr.

Gottschalk represents consulting fees paid to him pursuant to the terms of his consulting agreement.

amount reported for Ms.

Hauptkorn and Mr.

Nixdorff represent their director fees for the fiscal year ended

March 31, 2025.

January 31, 2025, the Company terminated Mark Buckley as Chief Executive Officer of the Company.

Buckley continues to serve as

a director of the Company.

Gottschalk represents a one-time fee of £12,000 paid in April 2025 in his capacity as a non-employee

director, converted to U.S.

dollars using the average exchange rate for April 2025.

amounts reported for Ms.

Keijsers, Mr.

Hauptkorn, Mr.

Nixdorff, and Mr.

Epstein represent their director fees for the

fiscal year ended March 31, 2026.

the fiscal year ended March 31, 2026, the Company repurchased stock options from certain non-employee directors at a fair market

value of $0.2857 per option.

The Black-Scholes value of the options at the time of repurchase was $0.114 per option.

The excess of

the repurchase price over the Black-Scholes value, representing $0.1717 per option, has been included in the table above as additional

compensation.

The number of options repurchased were 43,200 for Ms.

Barwin, 43,200 for Mr.

Keijsers, 36,000 for Mr.

Hauptkorn, and

36,000 for Mr.

Buckley ceased serving as Chief Executive Officer of the Company on January 31, 2025, and continued to serve as a member of the Board

of Directors until the Annual General Meeting held on January 15, 2026, at which time he did not stand for re-election.

did not receive any director compensation during the fiscal year ended March 31, 2026.

through PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance

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Director Compensation

July 1, 2025, the Company revised its non-employee director compensation structure.

Under the revised arrangement, each independent director

receives a total annual compensation of $50,000, comprising $25,000 payable in cash in monthly installments and $25,000 payable in the

form of stock options or RSU awards.

This revised structure applied to all independent directors, including Adam Epstein who joined the

Board on June 1, 2025.

Prior to July 1, 2025, independent directors received an annual cash fee of $50,000 payable in monthly installments,

in addition to equity awards granted pursuant to their respective Independent Director Agreements.

We have entered into a standard indemnification

agreement with each of our independent directors and reimburse pre-approved business expenses incurred in connection with their service

on the Board.

September 15, 2023, we entered into an Independent Director Agreement with Mr.

Keijsers, under which he receives an annual cash fee of

$50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021 Plan.

5, 2024, he received an additional grant of 13,200 options.

All options vest annually over four years from the agreement date and have

a five-year term, subject to continued service and the terms of the applicable plan and award agreements.

We also entered into a standard

indemnification agreement with Mr.

Keijsers and reimburse pre-approved business expenses.

Keijsers, under which he initially received an annual

cash fee of $50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021

On March 5, 2024, he received an additional grant of 13,200 options.

All options vest annually over four years from the agreement

date and have a five-year term, subject to continued service and the terms of the applicable plan and award agreements.

18, 2025, the Company granted Mr.

Keijsers an additional 40,000 options in recognition of his role as Chairman of the Audit, Compensation,

and Nominating and Corporate Governance Committees.

Of these options, 20,000 vested immediately on September 18, 2025, with the remainder

vesting in equal installments of 2,500 shares on October 1, 2025, January 1, April 1, July 1, and October 1, 2026, and January 1, April

1, and July 1, 2027.

During the fiscal year ended March 31, 2026, the Company repurchased 43,200 of Mr.

Keijsers’ stock options

at a fair market value of $0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase.

September 15, 2023, we entered into an Independent Director Agreement with Mr.

Hauptkorn, under which he receives an annual cash fee

of $50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021 Plan.

March 5, 2024, he received an additional grant of 6,000 options.

Hauptkorn, under which he initially received an annual

cash fee of $50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021

On March 5, 2024, he received an additional grant of 6,000 options.

Option terms, vesting, and other conditions are consistent

with those described above.

During the fiscal year ended March 31, 2026, the Company repurchased 36,000 of Mr.

Hauptkorn’s stock

options at a fair market value of $0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase.

January 18, 2024, we entered into an Independent Director Agreement with Mr.

Nixdorff, under which he initially received an annual cash

fee of $50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021 Plan.

On March 5, 2024, he received an additional grant of 6,000 options.

Option terms, vesting, and other conditions are consistent with those

described above.

We also entered into a standard indemnification agreement with Mr.

Hauptkorn and reimburse pre-approved business expenses.

January 18, 2024, we entered into an Independent Director Agreement with Mr.

Nixdorff, under which he receives an annual cash fee of

$50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021 Plan.

5, 2024, he received an additional grant of 6,000 options.

Option terms, vesting, and other conditions are consistent with those described

We also entered into a standard indemnification agreement with Mr.

Nixdorff and reimburse pre-approved business expenses.

During the fiscal year ended March 31, 2026, the Company repurchased 36,000 of Mr.

Nixdorff’s stock options at

a fair market value of $0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase.

October 23, 2023, we entered into an Independent Director Agreement with Ms.

Barwin, under which she receives an annual cash fee of $50,000

(payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021 Plan.

2024, she received an additional grant of 13,200 options.

Option terms, vesting, and other conditions are consistent with those described

We also entered into a standard indemnification agreement with Ms.

Barwin and reimburse pre-approved business expenses.

Barwin, under which she initially received an annual cash

fee of $50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021 Plan.

On March 5, 2024, she received an additional grant of 13,200 options.

Option terms, vesting, and other conditions are consistent with

those described above.

During the fiscal year ended March 31, 2026, the Company repurchased 43,200 of Ms.

Barwin’s stock options

at a fair market value of $0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase.

served as a director until the Annual General Meeting held on January 15, 2026, at which time she was not proposed for re-election by

Equity Awards at Fiscal Year-End

following table sets forth, for each non-employee director, certain information concerning outstanding option awards as of March 31,

(exercisable)

following table sets forth, for each non-employee director, certain information concerning outstanding equity awards as of March 31,

Option Awards

Unexercisable

vesting on the first, second, third, and fourth anniversaries from director start date.

Units of Stock

That Have Not

Units of Stock

That Have Not

Equity Incentive

Unearned Shares,

Units or Other

Rights That Have

Equity Incentive

Market or Payout

Value of Unearned

Shares, Units or

Other Rights That

Have Not Vested

Andre Keijsers

Berndt Hauptkorn

value calculated based on the closing price of the Company’s common stock on March 31, 2026 of $0.259 per share.

vest as follows:

20,000 options vested on September 18, 2025.

Thereafter, options vest in installments of 2,500 shares on October

1, 2025, January 1, April 1, July 1, and October 1, 2026, and January 1, April 1, and July 1, 2027.

vest as follows:

16,440 options on December 31, 2025 and March 31, 2026, and 16,439 options on June 30, 2026 and September 30, 2026.

unvested RSUs granted on October 1, 2025.

The RSUs vest quarterly:

13,587 shares on December 31, 2025, 13,587 on March 31, 2026,

13,587 on June 30, 2026, and 13,587 on September 30, 2026.

Barwin ceased to serve as a non-employee director effective January 15, 2026.

Her remaining 40,761 unvested RSUs were forfeited upon

her departure.

Executive Officers

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who held executive roles during the year:

Buckley , who served as Chief Executive Officer until his termination on January 31, 2025.

Buckley continues to serve as a

director of the Company.

Clayborne , who served as Chief Financial Officer from October 2023 until his termination on January 31, 2025.

Gottschalk , who was appointed President of the Company effective February 3, 2025, and also continues to serve as our Chief Creative

Weerasinghe , who was appointed Chief Financial Officer and Chief Operating Officer effective February 3, 2025.

Gottschalk, who was appointed Executive Director effective May 1, 2025, and also continues to serve as Chairman of the Board

individuals are collectively referred to as our Named Executive Officers for the purposes of this Annual Report.

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the average of the average exchange rates for each fiscal month during the applicable fiscal year.

and Principal Position

Other Compensation ($)

Executive Officer (until Jan.

Financial Officer (Oct.

Creative Officer

Financial Officer (from Feb.

Name and Principal Position

Stock Awards ($)

Option Awards ($)

All Other Compensation ($)

Jane Gottschalk

Chief Creative Officer

1,054,668 (9)

Chath Weerasinghe

Chief Financial Officer (from Feb.

Max Gottschalk

Executive Director & Chairman of the Board

actual earnings for the fiscal year ended March 31, 2025.

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February 12, 2024, we paid a bonus for the successful initial public offering and listing on NYSE American.

March 5, we granted Mr.

Buckley restricted stock units totaling $1,230,000 payable in 300,000 shares of our common stock pursuant

to the terms of his employment agreement.

The restricted stock units vest equally over four years on the anniversary date of his

contractual start date.

The price per share as reported by NYSE American on the day of issuance was $4.10 and was used to calculate

fair market value.

amount reported in this column for Mr.

Buckley represents PMUK contributions to the United Kingdom’s National Employment Savings

actual earnings for the fiscal year ended March 31, 2023, which may differ from approved 2023 base salary due to start date.

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the first anniversary of the grant date, and 18,750 quarterly thereafter over three years, subject to continued service.

RSUs granted during the fiscal year ended March 31, 2026.

In December 2024, the Board approved the grant of 300,000 RSUs under the

2021 Equity Incentive Plan at a grant date fair value of $1.12 per RSU, with a four-year annual vesting schedule beginning October

On September 18, 2025, the Company granted Ms.

Gottschalk an additional 250,000 RSUs at a grant date fair value of $0.48

per RSU, vesting quarterly over four years with the first vesting on December 31, 2025.

amount reported represents the excess of the repurchase price over the Black-Scholes value of stock options repurchased by the Company

Gottschalk during the fiscal year ended March 31, 2026.

The Company repurchased 50,000 options at a fair market value of

$0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase.

The excess of $0.1717 per option

has been treated as additional compensation.

Executive Officers

October 21, 2022, we entered into an employment agreement with Mr.

Buckley through PMUK for his service as Chief Executive Officer, effective

November 7, 2022.

He also served as acting Chief Financial Officer until October 2023.

Buckley receives an annual base salary of

£250,000 and is eligible for performance-based bonuses.

In lieu of options originally contemplated at $0.01 per share (below fair

market value), he was granted 300,000 RSUs vesting over four years.

Buckley also serves as a member of our board of directors.

agreement may be terminated by either party with three months’ notice, or by the Company with immediate effect upon payment in

lieu of notice.

The Company may also terminate without notice for cause, including material breach, gross misconduct, or dishonesty.

Buckley is subject to 12-month post-termination non-solicitation covenants.

Buckley’s employment as Chief Executive Officer was terminated on January 31, 2025.

He was a director of the Company until

March 31, 2025.

September 7, 2022, we entered into an employment agreement with Ms.

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Future bonuses are performance-based.

On February 3, 2025, the Board appointed Ms.

Gottschalk as

President of the Company in addition to her ongoing role as Chief Creative Officer.

December 2024, the Board approved the cancellation of Ms.

Gottschalk’s 300,000 stock options and granted her 300,000 RSUs under

the 2021 Equity Incentive Plan, with a four-year annual vesting schedule beginning October 20, 2024.

February 3, 2025, the Board appointed Ms.

Gottschalk President of the Company in addition to her ongoing role as Chief Creative Officer,

and she currently serves as President and Chief Creative Officer.

In December 2024, the Board approved the cancellation of Ms.

300,000 stock options and granted her 300,000 RSUs under the 2021 Equity Incentive Plan, with a grant date fair value of $1.12 per RSU

and a four-year annual vesting schedule beginning October 20, 2024.

September 18, 2025, the Company granted Ms.

Gottschalk an additional 250,000 RSUs under the 2021 Equity Incentive Plan at a grant date

fair value of $0.48 per RSU, vesting quarterly over four years with the first vesting on December 31, 2025.

agreement may be terminated by either party with three months’ notice or by the Company with immediate effect upon payment in lieu

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Weerasinghe - Chief Financial Officer (from Feb.

February 3, 2025, the Company entered into an employment agreement (the “Employment Agreement”) with Chath Weerasinghe

for his service as Chief Financial Officer and Chief Operating Officer of the Company.

February 3, 2025, the Company entered into an employment agreement with Chath Weerasinghe for his service as Chief Financial Officer

and Chief Operating Officer of the Company.

Weerasinghe’s employment agreement provide for a base salary of £300,000 per year and allow for a performance

bonus of up to 50% of Mr.

Weerasinghe’s annual salary subject to achieving certain performance targets.

Additionally, per the terms

of the Employment Agreement, Mr.

Weerasinghe will receive a sign-on bonus of £20,000, to be paid on Mr.

Weerasinghe’s start

date, February 3, 2025.

In addition, Mr.

Weerasinghe will be entitled to participate in the Company’s 2021 Equity Incentive Plan,

with 300,000 restricted stock units (the “RSUs”) to be granted as of Mr.

Weerasinghe’s start date.

The RSUs will vest

over a period of four years pursuant to a Restricted Stock Unit Agreement, with 75,000 RSUs vesting on the twelve (12) month anniversary

of the start date and the remaining RSUs will vest quarterly over three years, with 18,750 RSUs vesting per quarter.

Executive Officers

October 20, 2023, we entered into an employment agreement with Mr.

Clayborne for his service as Chief Financial Officer, which was amended

on January 22, 2024.

The agreement provided for an annual base salary of $275,000 and eligibility for a discretionary annual bonus.

initial term was two years, subject to automatic one-year renewals unless terminated by either party with 30 days’ notice.

December 2024, the Board cancelled Mr.

Clayborne’s stock option grant for 300,000 shares and approved the grant of (i) 300,000

RSUs with a four-year annual vesting schedule beginning October 20, 2024, and (ii) 106,667 RSUs with a four-year annual vesting schedule

beginning October 20, 2025, at a grant date fair value of $1.12 per RSU.

Clayborne’s employment was terminated on January 31,

2025, and a total of 371,467 RSUs were forfeited upon termination.

agreement provided for severance of three months’ base salary and a lump sum of $13,300 if terminated without cause or for good

reason, subject to customary conditions including a release of claims.

Clayborne was also subject to one-year post-termination non-compete

and non-solicitation restrictions, and confidentiality and indemnification provisions.

of March 31, 2025, Mr.

Clayborne held no options and no vested RSUs.

National Employment Savings Trust

subsidiary in the United Kingdom, PMUK, is required by the applicable local laws and regulations to make contributions to the United

Kingdom’s National Employment Savings Trust for all eligible personnel, including Mark Buckley, our former Chief Executive

Officer and former acting Chief Financial Officer.

During the fiscal year ended March 31, 2025 and March 31, 2024, we contributed

$1.7 thousand and $1.7 thousand, respectively, to NEST on behalf of Mr.

bonus of up to 50% of his annual salary, subject to achieving certain performance targets.

Additionally, per the terms of the employment

agreement, Mr.

Weerasinghe received a sign-on bonus of £20,000, paid on his start date of February 3, 2025.

Weerasinghe is

entitled to participate in the Company’s 2021 Equity Incentive Plan, with 300,000 restricted stock units granted as of his start

date at a grant date fair value of $0.80 per RSU.

The RSUs vest over a period of four years, with 75,000 RSUs vesting on the twelve-month

anniversary of the start date and the remaining RSUs vesting quarterly over three years at 18,750 RSUs per quarter, subject to continued

September 18, 2025, the Company granted Mr.

Weerasinghe an additional 250,000 RSUs under the 2021 Equity Incentive Plan at a grant date

fair value of $0.48 per RSU, vesting quarterly over four years with the first vesting on December 31, 2025, subject to continued service.

Gottschalk — Executive Director (from May 1, 2025) and Chairman of the Board

May 1, 2025, the Company entered into a consulting agreement with Max Gottschalk for his service as Executive Director and Chairman of

the Board of the Company.

Under the terms of the consulting agreement, Mr.

Gottschalk receives a monthly fee of CHF 20,080.15 for services

rendered in his executive capacity.

The compensation payable under the consulting agreement is in lieu of any other cash payments or

equity awards Mr.

Gottschalk may otherwise have been entitled to receive as a member of the board of directors.

Prior to May 1, 2025,

Gottschalk served as a non-employee director under a separate consulting agreement dated May 15, 2019, pursuant to which he received

a monthly fee of £12,000.

the fiscal year ended March 31, 2026, the Company granted Mr.

Gottschalk 200,000 RSUs under the 2021 Equity Incentive Plan, with a grant

date of September 18, 2025, vesting quarterly over four years with the first vesting on December 31, 2025.

The consulting agreement may

be terminated by either party in accordance with its terms.

Equity Incentive Plan

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to our employees, directors, and consultants and our parent and subsidiary corporations’ employees and consultants.

As of June 30, 2025, there were 4,299,957 shares of our common stock granted or available for grant under the 2021 Plan of which 1,571,807

are allocated to employees and consultants (vested and non-vested), 208,400 are allocated to Directors (vested and non-vested), and 2,519,750

were unallocated.

31, 2026, there were 4,799,957 shares of our common stock granted or available for grant under the 2021 Plan of which 2,918,944 are allocated

to employees and consultants (vested and non-vested), 480,212 are allocated to Directors (vested and non-vested), and 1,400,801 were

number of shares of our common stock available for issuance under the 2021 Plan also includes an annual increase on the first day of

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options may be granted under the 2021 Plan in such amounts as the administrator will determine in accordance with the terms of the

The exercise price of options granted under the 2021 Plan must at least be equal to the fair market value of our common stock on

the date of grant.

The term of an option will be stated in the award agreement, and in the case of an incentive stock option, may not

exceed 10 years.

With respect to any participant who owns stock representing more than 10% of the voting power of all classes of our

outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years and the exercise price

must equal at least 110% of the fair market value on the date of grant.

The administrator will determine the methods of payment of the

exercise price of an option, which may include cash, shares, or other property acceptable to the administrator, as well as other types

of consideration permitted by applicable law.

After a participant ceases to provide service as an employee, director, or consultant,

he or she may exercise his or her option for the period of time stated in his or her award agreement.

In the absence of a specified time

in an award agreement, if the cessation of service is due to death or disability, the option will remain exercisable for 12 months.

all other cases, in the absence of a specified time in an award agreement, the option will remain exercisable for three months following

the cessation service.

An option may not be exercised later than the expiration of its term.

Subject to the provisions of the 2021 Plan,

the administrator determines the other terms of options.

The exercise price of options granted under the 2021 Plan must at least be equal to the fair market value of our common

stock on the date of grant.

The term of an option will be stated in the award agreement, and in the case of an incentive stock

option, may not exceed 10 years.

With respect to any participant who owns stock representing more than 10% of the voting power of

all classes of our outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years

and the exercise price must equal at least 110% of the fair market value on the date of grant.

The administrator will determine the

methods of payment of the exercise price of an option, which may include cash, shares, or other property acceptable to the

administrator, as well as other types of consideration permitted by applicable law.

After a participant ceases to provide service as

an employee, director, or consultant, he or she may exercise his or her option for the period of time stated in his or her award

In the absence of a specified time in an award agreement, if the cessation of service is due to death or disability, the

option will remain exercisable for 12 months.

In all other cases, in the absence of a specified time in an award agreement, the

option will remain exercisable for three months following the cessation of service.

An option may not be exercised later than the

expiration of its term.

Subject to the provisions of the 2021 Plan, the administrator determines the other terms of

Appreciation Rights

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and us or any parent or subsidiary.

following table sets forth, for each executive officer, certain information concerning outstanding restricted stock awards as of March

vests on the fourth anniversary from contractual start date.

following table sets forth, for each executive officer, certain information concerning outstanding option awards as of March 31, 2025:

(exercisable)

following table sets forth, for each executive officer, certain information concerning outstanding equity awards as of March 31, 2026:

Option Awards

Unexercisable

expiration date

shares have fully vested.

Units of Stock

That Have Not

Units of Stock

That Have Not

Equity Incentive

Unearned Shares,

Units or Other

Rights That Have

Equity Incentive

Market or Payout

Value of Unearned

Shares, Units or

Other Rights That

Have Not Vested

Max Gottschalk

Jane Gottschalk

Chath Weerasinghe

value calculated based on the closing price of the Company’s common stock on March 31, 2026 of $0.259 per share.

175,000 unvested RSUs granted under the X3 deal on September 18, 2025.

These RSUs vest quarterly over four years, with the first

vesting on December 31, 2025.

unvested RSUs granted on October 20, 2024.

These RSUs vest over 3 years with a cliff vesting schedule beginning October 20, 2024.

unvested RSUs granted under the X3 deal on September 18, 2025.

These RSUs vest quarterly over four years, with the first vesting

on December 31, 2025.

68,172 fully vested but unissued stock options.

unvested RSUs granted on February 3, 2025.

25% (75,000) vest on the 12-month anniversary of the grant date (February 3, 2026) and

the remaining 75% vest quarterly over the remaining 3 years in installments of 18,750 RSUs.

unvested RSUs granted under the X3 deal on September 18, 2025.

These RSUs vest quarterly over four years, with the first vesting

on December 31, 2025.

are subject to the Company’s clawback policy, which was adopted on January 19, 2024 pursuant to Section 811 of the NYSE American

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employees and consultants.

As of June 30, 2025, there were 4,299,957 shares of our common stock granted or available for grant under

As of March 31, 2026, there were 4,799,957 shares of our common stock granted or available for grant under

the 2021 Plan.

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Weighted-average exercise price of outstanding options, warrants, and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in third column)

Number of securities remaining available for

future issuance under equity compensation plans (excluding securities reflected in third column)

Equity compensation plans approved by securityholders

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in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

the following table, percentage ownership is based on 35,708,299 based on the beneficial ownership of our common stock and Series AA Preferred Stock that currently convert at a rate

of five shares of Common Stock for every one share of Series AA Preferred Stock as of June 30, 2025.

the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding

all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable

or releasable or that will become exercisable or releasable within 60 days of June 30, 2025.

We did not deem these shares outstanding,

however, for the purpose of computing the percentage ownership of any other person.

and address of Beneficial Owner

and Nature of Beneficial Ownership

Kahala 19 beneficially owns 2,500,000 shares of Common Stock and 172,399 shares of Series AA Preferred Stock that

currently convert at a rate of five shares of Common Stock for every one share of Series AA Preferred Stock.

address of Kahala 19 is 11550 Meridian ST, Ste 125, Carmel IN 46032

the following table, percentage ownership is based on 53,108,780 based on the beneficial ownership of our common stock as of June 26,

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we

deemed to be outstanding all shares of common stock subject to options or other convertible securities held by that person or entity

that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of June 30, 2026.

deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Title of Class

Name and address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Kahala 19 (1)

Krane Capital LLC

X3 Higher Moment Fund LLC

19 beneficially owns 7,125,750 shares of Common Stock.

The address of Kahala 19 is 11550 Meridian ST, Ste 125, Carmel IN 46032

Capital LLC beneficially owns 6,060,606 shares of Common Stock.

The address of Krane Capital LLC is 280 Park Avenue, 32nd Floor,

Higher Moment Fund LLC directly holds 3,172,858 shares of Common Stock and has the right to acquire an additional 6,105,521 shares

through warrants.

The principal office of X3 Higher Moment Fund LLC is located at 3033 Excelsior Blvd, Minneapolis, Minnesota 55416.

Ownership of Management

following table sets forth certain information regarding the beneficial ownership of our common stock and Series AA Preferred Stock

that currently convert at a rate of five shares of Common

Stock for every one share of Series AA Preferred Stock as of June 30, 2025 for each of our directors, named executive

officers, and all of our directors and executive officers as a group.

otherwise indicated, the address of each of the following persons is United House, 9 Pembridge Road, London W11 3JY, United Kingdom,

following table sets forth certain information regarding the beneficial ownership of our common stock as of June 26, 2026 for each of

our directors, named executive officers, and all of our directors and executive officers as a group.

otherwise indicated, the address of each of the following persons is The Gramophone Works, 326 Kensal Rd, London W10 5BZ, United Kingdom,

and each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.

and address of Beneficial Owner

of Beneficial Ownership

Executive Officers and Directors:

Gottschalk (2)

Gottschalk (4)

Hauptkorn (6)

Adam Epstein (9)

directors and executive officers as a group

of (i) 3,479,491 shares of common stock held of record by Fermain Limited;

(ii) 242,625 shares of common stock held of record by

(iii) 1,692,694 shares of common stock issued to JGA as consideration for the extinguishment of unpaid principal and interest

on an outstanding promissory note totaling $507,808 at the per share price of $0.30 during the offering completed on June 30, 2025;

(iv) 68,172 shares of common stock issuable upon the exercise of stock options by Mr.

Gottschalk’s spouse, Jane Gottschalk;

(v) 12,500 shares of common stock issuable upon the exercise of stock options and (vi) the total excludes 37,500 shares of our

common stock underlying stock options not exercisable within 60 days of June 30, 2025.

Gottschalk beneficially owns 3,802,988

shares of Common Stock and 344,797 shares of Series AA Preferred Stock through JGA that currently convert at a rate of five shares

of Common Stock for every one share of Series AA Preferred Stock.

of 203,250 shares of common stock held directly.

of (i) 3,479,491 shares of common stock held of record by Fermain Limited;

(ii) 242,625 shares of common stock held of record by

(iii) 68,172 shares of common stock issuable upon the exercise of stock options (iv)12,500 shares of common stock issuable upon

the exercise of stock options by Ms.

Gottschalks spouse, Max Gottschalk and (v) the total excludes 37,500 shares of our common stock

underlying stock options not exercisable within 60 days of June 30, 2025 held by Ms.

Gottschalk’s spouse, Max

Gottschalk beneficially owns 3,802,988 shares of Common Stock and 344,797 shares of Series AA Preferred Stock

that currently convert at a rate of five shares of Common Stock for every one share of Series AA Preferred Stock.

of 13,045 shares of common stock held directly and 10,800 shares of common stock issuable upon the exercise of stock options.

The total excludes 32,400 shares of our common stock underlying stock options not exercisable within 60 days of June 30, 2025.

of 9,000 shares of common stock issuable upon the exercise of stock options.

The total excludes 27,000 shares of our common stock underlying stock options not exercisable within 60 days of June 30, 2025.

of 10,800 shares of common stock issuable upon the exercise of stock.

The total excludes 32,400 shares of our common stock underlying stock options not exercisable within 60 days of June 30, 2025.

of 9,000 shares of common stock issuable upon the exercise of stock.

The total excludes 27,000 shares of our common stock underlying stock options not exercisable within 60 days of June 30, 2025.

Title of Class

Name and address of Beneficial Owner

Nature of Beneficial Ownership

Named Executive Officers and Directors:

Max Gottschalk (2)

Chath Weerasinghe (3)

Jane Gottschalk (4)

Andre Keijsers (5)

All directors and executive officers as a group

of (i) 10,758,371 shares of Common Stock held directly and through Joachim Gottschalk & Associates Ltd.

(ii) 15,625 shares of Common Stock issuable upon the vesting of RSUs held by Mr.

Gottschalk’s spouse, Jane Gottschalk, on June

and (iii) 12,500 shares of Common Stock issuable upon the vesting of Mr.

Gottschalk’s RSUs on June 30, 2026

of (i) 106,250 shares of Common Stock from vested RSUs;

(ii) 18,750 shares of Common Stock issuable upon the vesting of RSUs on May

(iii) 18,750 shares of Common Stock issuable upon the vesting of RSUs on August 3, 2026;

and (iv) 15,625 shares of Common

Stock issuable upon the vesting of RSUs on June 30, 2026.

of (i) 10,758,371 shares of Common Stock beneficially owned through JGA (as described in footnote (1) above, which Ms.

shares with Mr.

(ii) 12,500 shares of Common Stock issuable upon the vesting of RSUs held by Ms.

spouse, Max Gottschalk, on June 30, 2026;

and (iii) 15,625 shares of Common Stock issuable upon the vesting of Ms.

RSUs on June 30, 2026.

of (i) 13,045 shares of Common Stock held directly;

(ii) 30,000 shares of Common Stock issuable upon the exercise of stock options

exercisable on or before August 29, 2026, comprising 25,000 vested options plus 2,500 vesting on April 1, 2026 and 2,500 vesting

on July 1, 2026, each at an exercise price of $0.48 per share;

and (iii) 49,137 shares of Common Stock issuable upon the exercise

of stock options exercisable on or before August 29, 2026, comprising 32,698 vested options plus 16,439 vesting on June 30, 2026,

at an exercise price of $0.46 per share.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end

for the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will

have a direct or indirect material interest.

for the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will have a

direct or indirect material interest.

A related person is:

(i) an executive officer, director or director nominee of the company,

(ii) a beneficial owner of more than 5% of our common stock, (iii) an immediate family member of an executive officer, director or director

(i) an executive officer, director or director nominee of the company, (ii)

a beneficial owner of more than 5% of our common stock, (iii) an immediate family member of an executive officer, director or director

nominee or beneficial owner of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing

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in selling, general and administrative expenses in our consolidated financial statements contained elsewhere in this Annual Report.

of March 31, 2024, none of these expenses were unpaid.

of March 31, 2026, $9,000 of these expenses were unpaid.

are the directors of the Company and its subsidiaries, that provided consulting and advisory services during the year.

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(A) Max Gottschalk (director of the Company)

(B) Tracy Barwin (director of the Company)

Total Expenses

through PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance

with its terms, during which Mr.

Gottschalk is entitled to receive fees for services rendered amounting to £8,000 per month

from April 2021 to November 2022 and £12,000 per month since December 2022.

These amounts are in lieu of any other cash payments

or equity awards Mr.

Gottschalk may otherwise have been entitled to receive as a member of our board of directors.

were party to a consulting agreement with Tracy Barwin, dated November 18, 2022, pursuant to which Ms.

Barwin was entitled to receive

£1,500 per day for services rendered with a minimum commitment of two days per month.

These amounts were in lieu of any other

cash payments or equity awards Ms.

Barwin may otherwise have been entitled to receive as a member of our board of directors.

consulting agreement with Ms.

Barwin was terminated in October 2023 and replaced by an independent director agreement.

Transactions with Related Persons

Chairman has provided a $4,000 personal guarantee for the Company’s trade finance facility.

The guarantee is a pay-on-demand guarantee

securing the Company’s obligations under the trade finance facility, including interest and bank costs, fees and expenses, up to

The Chairman does not receive consideration in exchange for the personal guarantee.

March 2025, the Company entered into securities purchase agreements with a company controlled by the Chairman whereby the Company issued

344,797 shares of Series AA Preferred Stock at an original issue price of $5.8005 per share for gross proceeds of $2,000.

through PMA, were party to a consulting agreement with Max Gottschalk, dated May 15, 2019, pursuant to which Mr.

Gottschalk received

fees for services rendered amounting to £12,000 per month in his capacity as a non-employee director.

Effective May 1, 2025,

Gottschalk transitioned to the role of Executive Director and Chairman of the Board under a new consulting agreement, pursuant

to which he receives a monthly fee of CHF 20,080.15.

The amount reported above reflects the aggregate fees paid to Mr.

during the fiscal year ended March 31, 2026, comprising $15,764 paid under the prior consulting agreement for the period April 1

to April 30, 2025, and $276,441 paid under the new consulting agreement for the period May 1, 2025 to March 31, 2026.

compensation is disclosed in further detail in the Summary Compensation Table appearing elsewhere in this Annual Report.

Approval or Ratification of Transactions with Related Parties

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body of our board of directors.

our common stock is currently listed for trading on the NYSE American, we have evaluated independence in accordance with the rules of

our common stock was listed for trading on the NYSE American during the fiscal year ended March 31, 2026, we have evaluated independence in accordance with the rules of

the NYSE American Company Guide and the SEC with respect to each director and director nominee.

11 unchanged sentences

of the members of the Audit, Nomination, and Compensation Committees are also independent.

on these standards, our board of directors determined Mark Buckley, Jeff Clayborne, Jane Gottschalk, and Max Gottschalk were not independent.

on these standards, our board of directors determined Jane Gottschalk, and Max Gottschalk were not independent.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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Financial Statements:

Balance Sheets as of March 31, 2025 and 2024

Statements of Operations and Comprehensive Loss for the years ended March 31, 2025 and 2024

Statements of Changes in Stockholders’ Equity for the years ended March 31, 2025 and 2024

Statements of Cash Flows for the years ended March 31, 2025 and 2024

Consolidated Balance Sheets as of March 31, 2026 and 2025

Consolidated Statements of Operations and Comprehensive Loss for the years ended March 31, 2026 and 2025

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended March 31, 2026 and 2025

Consolidated Statements of Cash Flows for the years ended March 31, 2026 and 2025

Notes to Consolidated Financial Statements for the years ended March 31, 2026 and 2025

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have audited the accompanying consolidated balance sheets of Perfect Moment Ltd and Subsidiaries (the “Company”) as of March

31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows

for the years then ended and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as

of March 31, 2025 and 2024, and the results of its consolidated operations and its cash flows for the years then ended in conformity

31, 2026 and 2025, the related consolidated statements of operations and comprehensive loss, stockholders’ (deficit) equity, and

cash flows for the years then ended and the related notes (collectively referred to as the “financial statements”).

opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company

as of March 31, 2026 and 2025, and the results of its consolidated operations and its cash flows for the years then ended in conformity

with accounting principles generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2, the Company incurred recurring losses, had a net loss and used cash in operations during the year ended March 31, 2025, and

the Company had an accumulated deficit at March 31, 2025.

These matters raise substantial doubt about the Company’s ability to

continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2 to the consolidated financial

These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

discussed in Note 2, the Company has incurred recurring losses, had a net loss and used cash in operations during the year ended

March 31, 2026, and the Company had a stockholders’ deficit at March 31, 2026.

These matters raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

Note 2 to the consolidated financial statements.

These consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

Our responsibility is to express an opinion

on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

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Other non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

3 unchanged sentences

Short-term borrowings, net

Operating lease liabilities, current

Unearned revenue

Operating lease obligations, current

Deferred revenue

Total current liabilities

Long term liabilities:

Operating lease liabilities, non-current

Line of credit from related party, non-current

Operating lease obligations, non-current

Total liabilities

Commitments and contingencies (see Note 14 )

Stockholders’ equity:

Stockholders’ (deficit) equity:

Series AA convertible preferred stock, $ 0.0001 par value, 1,800,000 shares authorized;

924,921 shares and nil shares issued and outstanding as of March 31, 2025 and 2024, respectively

Common stock, $ 0.0001 par value, 100,000,000 shares authorized:

Nil shares and 924,921 shares issued and outstanding as of March 31, 2026 and 2025, respectively

Common stock;

$ 0.0001 par value, 100,000,000 shares authorized:

47,048,174 and 19,291,000 shares issued and outstanding as of March 31, 2026 and 2025, respectively

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Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’ (deficit) equity

Total liabilities and stockholders’ (deficit) equity

accompanying notes are an integral part of these consolidated financial statements

MOMENT LTD AND SUBSIDIARIES

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

in thousands, except share and per share data)

general and administrative expenses

and advertising expenses

March 31, 2026

March 31, 2025

Cost of sales

Operating expenses:

from operations

income (expense), net

currency transactions (loss) gain

other expense, net

comprehensive losses

currency translation gain (loss)

Comprehensive

and diluted loss per share

and Diluted weighted-average number of shares outstanding

Selling, general and administrative expenses

Marketing and advertising expenses

Total operating expenses

Loss from operations

Other income (expense), net:

Interest expense and finance costs (including $ 1,002 and $ 0 of interest to related parties)

Foreign currency transactions gain (loss)

Total other expense, net

Dividends on Series AA Convertible Preferred Stock

Net loss attributable to common stockholders

Basic and diluted loss per share attributable to common stockholders

Basic and diluted weighted-average number of shares outstanding

Other comprehensive loss

Foreign currency translation (loss) gain

Comprehensive loss

accompanying notes are an integral part of these consolidated financial statements

MOMENT LTD AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

the Years Ended March 31, 2026 and 2025

in thousands, except share data)

AA Convertible

Comprehensive

Stockholders’

-March 31, 2023

compensation on employee vested RSUs

compensation expense for employee vested options

of common stock for cash

of common stock from public offering

of common stock upon conversion of convertible debt and accrued interest

of common stock upon conversion of Series A convertible stock

of common stock upon conversion of Series B convertible stock

currency translation adjustment

- March 31, 2024

compensation expense for employee vested options

compensation on employee vested RSUs

value of shares issued for services

of preferred stock and warrants, net

of common stock upon conversion of convertible debt

currency translation adjustment

– March 31, 2025

Preference Shares

Series AA Convertible

Common Shares

Additional Paid-in

Other Comprehensive

Stockholders’ Equity

Balance -March 31, 2024

Stock compensation for employee vested options

Stock compensation for employee vested RSUs

Fair value of shares issued for services

Issuance of Series AA Convertible Preferred Stock and warrants, net

Issuance of common stock upon conversion of convertible debt

Foreign currency translation adjustment

Balance - March 31, 2025

Stock compensation for employee vested options

Stock compensation for employee vested RSUs

Cancellation of employee vested options

Fair value of shares issued for services

Fair value of RSUs issued to related party as a finance cost

Issuance of common stock upon extinguishment of Related Party Note

Issuance of common stock and warrants in public offering, net

Issuance of common stock and warrants under securities purchase agreement, net

Conversion of Series AA Convertible Preferred Stock into common stock

Foreign currency translation adjustment

Dividends on Series AA Convertible Preferred Stock

Balance – March 31, 2026

accompanying notes are an integral part of these consolidated financial statements

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Inventory reserve

Realized foreign exchange (gain) loss

Stock based compensation

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Other non-current assets

Operating lease right-of-use liability

Operating lease obligations

Trade payables

Accrued expenses

Unearned revenue

Deferred revenue

Net cash used in operating activities

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Purchases of property and equipment

Net cash used by investing activities

Net cash used in investing activities

Financing activities:

Proceeds from initial public offering

Proceeds from sale of common stock

Proceeds from issuance of common stock and warrants, net

Proceeds from issuance of preference shares and warrants, net

Proceeds from convertible debt obligations

Proceeds from trade finance facility

Repayment of trade finance facility

Proceeds from trade finance facilities, net

Repayment of trade finance facilities

Proceeds from short-term borrowings, net

Repayment of short-term borrowings

Proceeds from line of credit – related party

Proceeds from notes payable – related party, net

Repayment of notes payable – related party

Payment of dividends on Series AA Convertible Preferred Stock

Net cash provided by financing activities

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Supplemental disclosure of non-cash investing and financing activities:

Conversion of convertible debt to common stock

Fair value of shares issued in exchange for services to be received

Recognition of debt discounts on short-term borrowings

Offset of deferred offering costs to proceeds received

Recognition of operating lease right of use assets and lease obligations

Write-off of expired operating lease right-of-use assets and lease obligations

Recognition of debt discounts on short-term borrowings

Fair value of shares issued to extinguish a note payable and

accrued interest – related party

Financing costs included in accounts payable and accrued expenses

Fair value of RSUs issued as a finance cost on notes payable – related party

Fair value of shares issued in exchange for services to be received

Cancellation of employee vested options

Conversion of convertible debt to common stock

accompanying notes are an integral part of these consolidated financial statements

MOMENT LTD AND SUBSIDIARIES

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2026 AND 2025

(Unless otherwise indicated, dollar amounts in thousands)

otherwise indicated, dollar amounts in thousands)

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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The Company’s collections are sold directly to customers.

February 7, 2024, the company entered into an underwriting agreement with ThinkEquity LLC, as representative (the “Representative”)

of the several underwriters identified therein, relating to the Company’s initial public offering (the “IPO”) of 1,334,000

shares of the Company’s common stock, par value $ 0.0001 per share (see Note 10).

The Company previously filed the form of underwriting

agreement as an exhibit to the Company’s registration statement on Form S-1, as amended from time to time (File No.

which was declared effective by the Securities and Exchange Commission on February 7, 2024.

The price per share to the public was $ 6.00

generating gross proceeds of $ 8,004 .

The Company also granted the Underwriters a 45-day option to purchase up to 200,100 additional shares

of Common Stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the IPO.

The Underwriters

did not exercise the over-allotment option.

of presentation

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Accounting Standards Codification (“ASC”).

The financial statements have been prepared assuming the Company will continue

as a going concern.

The consolidated financial statements have been prepared assuming the Company

will continue as a going concern.

of consolidation

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Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”), Perfect Moment USA, Inc.

(“PMUSA”), and Perfect

Moment TM Sarl (“PMTM”).

(“PMUSA”), Perfect

Moment International AG (“PMCH”), Perfect Moment Netherlands B.V (“PMBV”), and Perfect Moment TM Sarl (“PMTM”).

All significant intercompany balances and transactions have been eliminated in consolidation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

March 31, 2025, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering and

the issuance of common stock, alongside existing trade, invoice and shareholder financing arrangements.

The Company has incurred recurring

losses, including a net loss of $ 15,939 for the year ended March 31, 2025 and used cash in operations of $ 9,861 during that period.

of March 31, 2025, the Company had an accumulated deficit of $ 64,916 .

These factors raise substantial doubt about the Company’s

ability to continue as a going concern for at least twelve months from the date these consolidated financial statements were available

to be issued.

The Company’s ability to continue as a going concern is dependent upon the management of its expenses and its ability

to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come

due, and upon profitable operations

March 31, 2026, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering,

and other sales of common stock;

the sale of preferred stock, alongside existing trade, invoice and other financing

arrangements.

The Company has incurred recurring losses, including a net loss of $ 7,131

for the year ended March 31, 2026 and used cash in operations of $ 8,998

during that period.

As of March 31, 2026, the Company had an accumulated deficit of $ 72,047 and a stockholders’ deficit of $ 686 .

These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months

from the date these consolidated financial statements were available to be issued.

The Company’s ability to continue as a

going concern is dependent upon the management of its expenses and its ability to obtain necessary financing to meet its obligations

and pay its liabilities arising from normal business operations when they come due, and upon profitable operations.

Company’s future capital requirements will depend on many factors, including production costs and planned growth.

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Growth Company

Company is expected to be an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act.

Company is an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act.

the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of

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of deferred tax assets and related uncertain tax positions;

classification of convertible preferred stock, classification of warrants,

and the valuation of stock-based compensation awards.

Actual results may differ from these judgements and estimates under different assumptions

or conditions and any such differences may be material.

classification of warrants, and the valuation of stock-based compensation

Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences

may be material.

Company experiences certain effects of seasonality with respect to its business.

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determination.

As of March 31, 2025 and 2024, the provision for returns was $ 594

respectively, and included as a component of accrued expenses on the accompanying consolidated balance sheets.

As of March 31, 2026 and 2025, the provision for returns was $ 341 and $ 594 , respectively, and included as a component

of accrued expenses on the accompanying consolidated balance sheets.

revenue is recognized over time based on the greater of contractual minimum guarantees and actual, or estimated, sales of products by

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operations and comprehensive loss.

of March 31, 2025 and 2024, the Company did not have any contract assets and had $ 264 and $ 420 , respectively, of unearned revenue on

of March 31, 2026 and 2025, the Company did not have any contract assets and had $ 245 and $ 264 , respectively, of deferred revenue on

the accompanying consolidated balance sheets.

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of sales consists of all direct costs to source and purchase raw materials and finished goods, production costs (including labor), non-refundable

taxes, duties, other landing costs, as well as specific provisions for excess,

close-out or slow-moving inventory.

of sales also includes freight costs associated with the shipment of goods to the Company’s warehouses and distribution centers, including freight costs associated

with the transfer of inventory within the Company’s third-party fulfillment and distribution centers and to the Company’s

retail stores.

taxes, duties, other landing costs, as well as specific provisions for excess, close-out or slow-moving inventory.

of sales also includes freight costs associated with the shipment of goods to the Company’s warehouses and distribution centers,

including freight costs associated with the transfer of inventory within the Company’s third-party fulfillment and distribution

centers and to the Company’s retail stores.

general and administrative expenses

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cash is classified as current on the accompanying consolidated balance sheets as the trade finance facility can be due on demand.

Company maintains the majority of cash at Chase or HSBC where the balances are insured by the Federal Deposit Insurance Corporation (FDIC)

up to $ 250,000 .

was $ nil and $ 1,350 of restricted cash as of March 31, 2026 and 2025, respectively.

Company maintains the majority of its cash at Chase or HSBC where the balances are insured by the Federal Deposit Insurance

Corporation (FDIC) up to $ 250,000 .

At times, the cash balances may exceed the FDIC-insured limit.

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concentrations of credit risk due to the strong credit rating of Chase and HSBC.

The cash held by other banks is within the FDIC insured

amount and cash held by third party payment platforms are short term timing balances.

The cash held by other banks is within the FDIC

insured amount and cash held by third party payment platforms are short term timing balances.

receivable and allowance for credit losses

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and an expectation of future economic conditions that might impact collectability.

Accounts receivable are carried net of allowances for credit losses as of March 31, 2025 and 2024.

After all reasonable attempts

to collect a receivable have failed, the amount of the receivable is written off against the allowance.

As of March 31, 2025 and 2024,

the Company had $ 547 and $ 558 , respectively, in allowances for credit losses.

Accounts receivable are carried net of allowances

for credit losses as of March 31, 2026 and 2025.

After all reasonable attempts to collect a receivable have failed, the amount of the

receivable is written off against the allowance.

As of March 31, 2026 and 2025, the Company had $ 1,082 and $ 547 , respectively, in allowances

for credit losses.

Concentration

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respectively, of the company’s products.

In the years ended March 31, 2025 and 2024, the largest fabric supplier supplied 82 % and

79 %, respectively, of the fabric used to manufacture the Company’s products.

the years ended March 31, 2025 and 2024, we had individual customers that accounted for approximately 12 % and 13 %, respectively,

In the years ended March 31, 2026 and 2025, the largest fabric supplier supplied 0 %

and 82 %, respectively, of the fabric used to manufacture the Company’s products.

the years ended March 31, 2026 and 2025, we had two individual customers that accounted for approximately

12 % of total revenue, net.

These customers individually did not comprise more than 10 % of total accounts receivable as of March 31, 2025 and

of March 31, 2025 and 2024, two customers accounted for approximately 27 %

of total accounts receivable.

These customers did not comprise individually more than 10 %

of total revenues during the years ended March 31, 2025 and 2024.

These customers individually did not comprise more than 10 %

of total accounts receivable as of March 31, 2026 and 2025.

of March 31, 2026 one customer accounted for approximately 14 % of total accounts receivable.

As of March 31, 2025, two customers accounted

for approximately 12 %

of total accounts receivable, respectively.

consisting of finished goods, inventories in transit, and raw materials, are stated at the lower of cost or net realizable value.

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of 5 years or remaining term of underlying lease

preferred stock :

preferred stock consists of preferred stock shares issued with an option to convert into shares of common stock at the option of holders.

The convertible preferred stock are accounted for as permanent equity in the scope of ASC 815, Derivatives and Hedging (“ASC

815”) and recorded at fair value which is representative of the proceeds received (see Note 10).

Other non-current assets

Amounts recorded in other non-current

assets consist of deferred offering costs, deferred financing costs, and other assets, all of which are expected to be realized beyond

one year from the reporting period.

Offering costs, including certain

legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances, are deferred

as deferred offering costs until such equity issuances are consummated.

After consummation of the equity issuance, the deferred offering

costs associated with the equity issuance will be recorded as a reduction to additional paid in capital.

Should the equity issuance be

delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Company’s

statement of operations.

costs, including legal fees related to the Company’s debt, are deferred and amortized over the life of the respective debt using

the effective interest method.

The deferred financing costs related to the line of credit are included in Other non-current assets in

our consolidated balance sheets.

The amortization of deferred financing costs is included in interest expense on the accompanying consolidated

statements of operations and comprehensive loss.

evaluate the appropriate balance sheet classification of warrants we issue as either equity or as a derivative liability.

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States, United Kingdom, Hong Kong and Switzerland maintain their books and records in their local currencies, which are USD, Great Britain

Pound (“GBP”), Hong Kong Dollar (“HKD”) and Swiss Franc (“CHF”), respectively.

For each entity whose

functional currency is not the USD, assets and liabilities are translated into USD using the exchange rate in effect on the balance sheet

date and revenue and expenses are translated into USD on a monthly basis using the average rate in effect for that month.

gains and losses are recorded as a foreign currency translation adjustment as a component of other comprehensive loss, which is a component

of accumulated other comprehensive loss on the accompanying consolidated balance sheets.

Pound (“GBP”), Hong Kong Dollar (“HKD”), Swiss Franc (“CHF”) and Euro (“EUR”), respectively.

For each entity whose functional currency is not the USD, assets and liabilities are translated into USD using the exchange rate in effect

on the balance sheet date and revenue and expenses are translated into USD on a monthly basis using the average rate in effect for that

Translation gains and losses are recorded as a foreign currency translation adjustment as a component of other comprehensive loss,

which is a component of accumulated other comprehensive loss on the accompanying consolidated balance sheets.

to US GAAP, assets and liabilities of the Company’s foreign operations with functional currencies other than the USD are translated

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Translation adjustments are reported in accumulated other comprehensive loss, a separate component of stockholders’

(deficit) equity.

Cash flows are also translated at average translation rates for the periods;

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are included in the results of operations as incurred.

We used the exchange rates in the following table to translate amounts

denominated in non-USD currencies as of and for the periods noted:

used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted:

SCHEDULE OF FOREIGN CURRENCY

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March 31, 2025

Period end exchange rate

Average exchange rate:

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Average exchange rate

March 31, 2025

March 31, 2024

compensation cost is estimated at the grant date based on the award’s fair value.

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granted, but which are not expected to vest.

The inputs into the Black Scholes option pricing model

are subjective and generally require significant judgment.

Prior to going public, the fair value of the shares of common and preferred

stock has historically been determined by the Company’s management with the assistance of third-party specialists as there was no

public market for the common stock up until February 8, 2024.

The fair value is obtained by considering a number of objective and subjective

factors, including the valuation of comparable companies, sales of preferred stock to unrelated third parties, projected operating and

financial performance, the lack of liquidity of common and preferred stock and general and industry specific economic outlook, amongst

other factors.

The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined

using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company’s

stock option exercise history does not provide a reasonable basis upon which to estimate expected term.

Because the Company was privately

held for a portion of the periods covered by these financial statements and historically did not have an active trading market for its

common and preferred stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for

comparable publicly traded companies, over a period equal to the expected term of the stock option grants.

The Company listed on NYSE

American on February 8, 2024 and now uses the closing price on the day of grant to determine FMV and for the stock options issued in Q3

2025 the company used the average of a peer group of similar companies based by one or all the following factors to determine volatility:

industry, revenue, market capitalization.

The risk-free rate assumption is based on the U.S.

Treasury zero coupon issues in effect at

the time of grant for periods corresponding with the expected term of the option.

The Company has never paid dividends on its common stock

and does not anticipate paying dividends on common stock in the foreseeable future.

The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model,

which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted

stock, and future dividends.

Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing

model and based on actual experience.

The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation

expense recorded in future periods.

Comprehensive

loss includes net loss as well as other changes in shareholders’ deficit that result from transactions and economic events other

than those with shareholders.

For the year ended March 31, 2025, these changes related to foreign currency translation gains and losses.

loss includes net loss as well as other changes in shareholders’ deficit that result from transactions and economic events

other than those with shareholders.

For the years ended March 31, 2026 and 2025, these changes related to foreign currency translation gains

There were no reclassifications out of comprehensive loss for the years ended March 31, 2026 and 2025.

per share of common stock

loss per share of common stock

net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period.

Diluted earnings per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares

Diluted net loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares

of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential

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if the exercise prices were lower than the average fair market value of common stock during the reporting period.

dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net income (loss)

per share, because the effect would be anti-dilutive.

As the Company incurred losses in the years ended March 31, 2025 and 2024, basic

and diluted weighted-average shares are the same in the loss per share calculation, in accordance with ASC 260-10-45-20.

dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net loss per share,

because the effect would be anti-dilutive.

As the Company incurred losses in the years ended March 31, 2026 and 2025, basic and diluted

weighted-average shares are the same in the loss per share calculation, in accordance with ASC 260-10-45-20.

SCHEDULE OF ANTIDILUTIVE SECURITIES FOR BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

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on the balance sheet as total assets.

Reclassifications

prior period presentation and disclosures were reclassified to ensure comparability with current period presentation.

Specifically,

costs associated with packaging services, warehousing services and merchant fees we reclassified from cost of sales to selling,

general and administrative expenses for the year ended March 31, 2025.

Accordingly, the Company reclassified $ 3,211 of cost of sales

to selling, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss

for the year ended March 31, 2024 to conform to the current period

presentation.

The reclassifications have not changed the results of operations of the prior period.

Accounting Pronouncements, adopted

2023-07, Segment Reporting:

Improvements to Reportable Segment Disclosure (“ASU 2023-07”) expands public entities’

segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating

decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for

other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

The guidance is effective for

fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early

adoption permitted.

The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial

The Company adopted the guidance effective March 31, 2025 for the fiscal year beginning April 1, 2024.

There was no impact

on the Company’s reportable segments identified and additional required disclosures have been included in these financial statements

(see Note 16, Segment Reporting).

Accounting Pronouncements, not yet adopted

2024-01, Compensation-Stock Compensation (Topic 718):

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with early adoption permitted.

The Company is currently evaluating the impact of this ASU on its financial statements and disclosures.

The Company adopted ASU 2024-01 effective March 31, 2026, for the fiscal year beginning April 1, 2025.

The adoption of this guidance did not have material impact on Company’s consolidated financial statements or related disclosures.

2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”) updates

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effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

ASU 2024-02 is not expected to have a material

effect on the Company’s financial statements

The Company adopted ASU 2024-02 effective

March 31, 2026, for the fiscal year beginning April 1, 2025.

The adoption of this guidance did not have material impact on Company’s

consolidated financial statements or related disclosures.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), include amendments that

further enhance income tax disclosures, primarily through disaggregation of specific rate reconciliation categories and income taxes

paid by jurisdiction.

The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted,

and may be applied prospectively or retrospectively.

The Company adopted ASU 2023-09 effective March 31, 2026, for the fiscal year beginning

April 1, 2025.

The adoption did not have a material impact on the Company’s consolidated financial statements.

Accounting Pronouncements, not yet adopted

2024-03, Disaggregation of Income Statement Expenses (“DISE”) (“ASU 2024-03”) requires disclosures about

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is currently evaluating the impact of this ASU on its financial statements and disclosures.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), include amendments that

further enhance income tax disclosures, primarily through disaggregation of specific rate reconciliation categories and income taxes

paid by jurisdiction.

The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted,

and may be applied prospectively or retrospectively.

The Company is currently evaluating the impact of this ASU to determine the impact

on the Company’s disclosures.

2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures:

Clarifying the Effective Date (“ASU

2025-01”) clarifies the effective date of ASU 2024-03 is for fiscal years beginning after December 15, 2026, and interim periods

within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of ASU 2024-03 on its

financial statements and disclosures.

recently issued but not listed above were assessed and determined to be either not applicable or are expected to have minimal impact

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Total inventories, net

1 Certain prior period

presentation of these categories were reclassified to ensure comparability with current period presentation.

PREPAID AND OTHER CURRENT ASSETS

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March 31, 2025

Other receivables 1

Deposits and prepayments

Marketing services

Unbilled accounts receivable

Other receivables

Total prepaid and other current assets

1 Includes $ 413 related to tariff recovery receivables as of March 31, 2026, compared to $ 0 for the year ended March 31, 2025.

PROPERTY AND EQUIPMENT

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March 31, 2025

Software and website development

Furniture and fixtures

Construction in progress

Office equipment

Leasehold improvements

Software and website development

Computer equipment

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as a component of selling, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive

the year ended March 31, 2026, the Company disposed property and equipment, recording a loss on disposal of approximately $ 6

as a component of other income (expense) on the accompanying consolidated statements of operations and comprehensive loss.

Company has obligations under operating leases for its offices.

As of March 31, 2025 and 2024, the remaining lease terms of the

various leases are less than 24 months.

The majority of the Company’s leases include renewal options at the sole discretion of

In general, it is not reasonably certain that lease renewals will be exercised at lease commencement and therefore lease

renewals are not included in the lease term.

The majority of the Company’s leases include renewal options at the sole discretion of the Company.

In general, it is not reasonably certain that lease renewals will be exercised at lease commencement and therefore lease renewals are

not included in the lease term.

In January 2026, the Company entered into a long-term

non-cancellable lease agreement for its new office facility.

The lease terminates in 2030.

The Company classified the lease as an operating

lease and determined that the present value of the right of use asset and lease liability at the adoption date was $ 1,077 , using a discount

rate of 8.00 %.

following table details the Company’s net lease expense.

The lease expenses include contingent rent payments

and other non-fixed lease related costs, including common area maintenance, property taxes, and landlord’s insurance.

The lease expenses include contingent rent payments and other non-fixed

lease related costs, including common area maintenance, property taxes, and landlord’s insurance.

SCHEDULE OF LEASE EXPENSE

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Total lease expense

Weighted-average remaining lease term - Years

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Rent expense for the fiscal years ended March 31, 2025 and 2024 was $ 894 and $ 479 , respectively (including short term and other rentals).

expense for the fiscal years ended March 31, 2026 and 2025 was $ 534 and $ 894 , respectively (including short term and other

SCHEDULE OF FUTURE MATURITY OF LEASE LIABILITIES

of lease liabilities

one to two years

lease payments

value of lease liabilities

Maturity of lease liabilities

March 31, 2026

Within one year

Within one to two years

Within two to three years

Within three to four years

Within four to five years

Total lease payments

Discount rate

Present value of lease liabilities

Less current portion

Operating lease liability, non-current

ACCRUED EXPENSES

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SCHEDULE OF ACCRUED EXPENSES

March 31, 2026

March 31, 2025

Accrued expenses 1

payroll and payroll taxes

import duties

Accrued payroll and payroll taxes 1

Indirect taxes 1

Returns provision

Accrued import duties

Merchant credit

the year ended March 31, 2025, the Company entered into seven separate business loan and security agreements (the “Term

Loans”) with a lender for short-term loans to be provided by the lender, or the lender’s assignees (collectively, the

“Lenders”) and mature 30-weeks from the date the amounts are borrowed.

1 Certain prior period

presentation of these categories were reclassified to ensure comparability with current period presentation.

the years ended March 31, 2026 and 2025, the Company entered into business loan and security agreements (the “Term Loans”)

with a lender for short-term loans to be provided by the lender, or the lender’s assignees (collectively, the “Lenders”)

that mature 30-weeks from the date of a borrowing.

No amount of repaid borrowings may be reborrowed.

The Company borrowed under seven short-term borrowing arrangements during the year ended March 31, 2025, borrowing a gross amount of

net of fees of $ 2,866 which

was recorded as a debt discount and is being amortized over the term of the agreement.

During the year under March 31, 2025, the

Company made total repayments of $ 5,742 .

The company amortized $ 1,801 of

the debt discount to interest expense and realized a cancelled debt discount of $ 179 related

as an early payment discount of the notes for the same amount resulting unamortized debt discount balance of $ 887 .

As of March 31, 2025, the Company had outstanding borrowings of $ 2,738 and

an unamortized debt discount of $ 887 ,

resulting in net balance of $ 1,851 .

of March 31, 2025, the Company has outstanding borrowings under four agreements that require weekly payments of principal and interest

totaling $ 53 , $ 34 , $ 71 , and $ 59 which have a remaining term of one week, eight weeks, thirteen weeks, and twenty-seven weeks, respectively.

If an event of default, as defined in the agreement, occurs, the Company must make a mandatory prepayment to the Lenders in an amount

equal to the sum of (i) all outstanding principal plus accrued and unpaid interest and (ii) a prepayment fee equal to the amount of interest

that would be paid through the maturity date (the “Prepayment Fee”) plus (iii) all other obligations that are due and payable,

including increased interest of 5.0 %.

Company has the right to make a full or partial prepayment of any or all obligations, but is obligated to pay a make-whole payment equal

to the Prepayment Fee.

of proceeds is limited to the repayment of other obligations to one of the Lenders and for general business requirements.

The term loans

are secured by collateral of the company that consists of all properties, rights and assets of the Company.

During the year ended March 31,

2026 and 2025, the Company borrowed a gross amount of $ 1,988 and $ 8,658 , respectively, net of fees of $ 658 and $ 2,866 , respectively,

which were recorded as a debt discount and are being amortized over the term of the Term Loans.

the years ended March 31, 2026 and 2025, the Company made total repayments of $ 4,725 and $ 5,742 , respectively.

During the years ended

March 31, 2026 and 2025, the company amortized $ 1,544 and $ 1,801 , respectively, of the debt discount to interest expense.

31, 2026 and 2025, the Company had outstanding borrowings of $ nil and $ 2,738 , respectively, and an unamortized debt discount of $ nil

and $ 887 , respectively, resulting in a net balance of $ nil and $ 1,851 , respectively.

Finance Facility

Company, through PMA, has a trade finance facility extended on goods for which letters of credit are issued to the Company’s

suppliers by a financial institution that matures in June 2025.

The trade facility agreement was entered into in June 2022 and

subsequently amended since with the most recent amendment in August 2024.

As of March 31, 2025 and 2024, the outstanding balance

under the trade finance facility was $ 2,495

respectively, and the Company had a limit on the trade finance facility of $ 2,700

and $ 5,000 ,

respectively.

As of March 31, 2025, there were no outstanding pledged letters of credit by HSBC.

The Company is permitted to draw on

the trade finance facility agreement to the extent that there is a deposit made to a specified account with the financial

trade finance facility, as amended in August 2024, provides for (a) import facilities up to $ 2,700 and

of March 31, 2025 and 2024, respectively, with repayment due 120-days from the draw, and (b) post-shipment buyer loans up to $ 1,800 and

of March 31, 2025 and 2024, respectively, with repayment due 90-days from the draw.

The Company’s ability to draw on the trade

finance facility is subject to terms per the agreement, which include verification that the Company received the products from

suppliers, among other requirements.

The financial institution reserved the right to demand repayment at any time.

A commission fee

equal to 0.25 %

will be charged on the first $ 50 and

balances in excess of $ 50 respectively,

drawn under the trade finance facility.

drawings in Hong Kong dollars, the interest rate equals the Hong Kong Interbank Offered Rate (“HIBOR”) plus 3.0 % ( 6.72 % at

March 31, 2025), and for drawings in U.S.

dollars, the interest rate equals the Secured Overnight Financing Rate (“SOFR”)

plus 3.3 % ( 7.71 % at March 31, 2025).

of March 31, 2025, the trade finance facility was secured by a personal guarantee of $ 4,000 from the chairman of the Company’s

board of directors and a requirement for a cash deposit from PMA equal to 50.0 % of the limit of the trade finance facility, or $ 1,350 .

As of March 31, 2025, the cash deposit associated with the trade finance facility agreement was $ 1,350 and is recorded as restricted

cash on the accompanying consolidated balance sheets.

outstanding under the trade finance facility as of March 31, 2025 was repaid in full during June 2025.

CONVERTIBLE DEBT OBLIGATIONS

and 2022 Debt Financings

March 2021, the Company entered into an arrangement whereby the Company completed convertible debt financing (“2021 Debt Financing”),

from 47 investors, for gross proceeds of $ 6,000 , less $ 841 of debt issuance costs, at an 8.0 % interest rate to provide working capital

for its operations.

Between April and July 2022, the Company received further convertible debt financing (“2022 Debt Financing”)

from 47 investors for gross proceeds of $ 4,000 , less $ 531 of debt issuance costs, that rank pari passu to the 2021 Debt Financing, at

an 8.0 % interest rate.

The debt issuance costs were amortized over the life of the convertible debt.

The Company’s convertible

debt obligations are secured by a security interest over the assets of the Company.

2021 Debt Financing had a maturity date of December

In December 2023 and January 2024,

the maturity date of all convertible promissory notes was extended to February

Upon the closing of an IPO, prior to

the redemption date, the convertible debt was convertible into the Company’s common stock at a conversion price equal to 80 %

of the public offering price of the Company’s common stock in the IPO.

February 12, 2024, $ 10,002 in principal amount plus accrued interest in the amount of $ 1,985 automatically converted into the Company’s

common stock, at 80 % of the initial public offering price into an aggregate of 2,497,267 shares of common stock (see note 10).

Upon conversion

of the convertible debt, the unamortized balance of debt discount of $ 492 was charged to interest expense.

Company, through PMA, had a trade finance facility extended on goods for which letters of credit are issued to the Company’s

suppliers by a financial institution.

The trade facility agreement was entered into in June 2022 and subsequently amended since with

the most recent amendment in August 2024.

The outstanding balance under the trade finance facility of $ 2,495

as of March 31, 2025 was repaid in full during June 2025.

The trade finance facility was subsequently

terminated in August 2025 .

The Company was permitted to draw on the trade finance facility agreement to the extent that there is

a deposit made to a specified account with the financial institution.

trade finance facility, as amended in August 2024, provides for (a) import facilities up to $ 2,700 as of March 31, 2025, with repayment

due 120-days from the draw, and (b) post-shipment buyer loans up to $ 1,800 as of March 31, 2025 with repayment due 90-days from the draw.

A commission fee equal to 0.25 % and 0.0625 % was charged on the first $ 50 and balances in excess of $ 50 respectively, drawn under the

trade finance facility.

drawings in Hong Kong dollars, the interest rate equaled the Hong Kong Interbank Offered Rate (“HIBOR”) plus 3.0 %, and for

drawings in U.S.

dollars, the interest rate equaled the Secured Overnight Financing Rate (“SOFR”) plus 3.3 %.

of March 31, 2025, the cash deposit associated with the trade finance facility agreement was $ 1,350 and is recorded as restricted cash

on the accompanying consolidated balance sheets.

Debt Financing

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working capital for its operations.

The Company’s convertible debt obligations are secured by a security interest over the assets

The Company’s convertible debt obligations were secured by a security interest over the assets

of the Company.

The 2024 Debt Financing matures on December 6, 2025 .

The 2024 Debt Financing has the following features:

rights - The investor has the right, but not the obligation, to convert any portion of the outstanding and unpaid principal and accrued

interest into shares of common stock at the conversion price of $ 1.00 .

– The 2024 Debt Financing bears interest of 15.0 % per annum.

Cap – The lender shall not have the right to convert any portion of the 2024 Debt Financing to the extent that after giving

effect to such conversion the lender, together with any affiliate, would beneficially own in excess of 4.99 % (which may be increased

to 9.99 % at the investor’s sole discretion) of the number of common shares outstanding immediately after giving effect to such

conversion or receipt of shares as payment of interest.

Additionally, the Company shall not issue any common shares upon conversion of

the 2024 Debt Financing, or otherwise, if the issuance of such common shares would exceed the aggregate number of common shares that

the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations of the NYSE,

unless approved by the Company’s stockholders.

of default – the unpaid principal amount of the 2024 Debt Financing and any accrued but unpaid interest becomes immediately

due in payable if an Event of Default, as defined in the 2024 Debt Financing occurs.

The investor has the right, but not the obligation,

to convert at any time after an Event of Default at the conversion price of $ 1.00 .

feature - A prepayment prior to maturity to repay amounts outstanding under the 2024 Debt Financing is required equal to 33 % of net

proceeds of an offering up to $ 10,000 of preferred stock after the first $ 2,000 in net proceeds.

March 2025, $ 2,000

in principal converted into an aggregate 2,000,000 shares of

the Company’s common stock, at a conversion price of $ 1.00

(see Note 10).

At the time of conversion, accrued but unpaid interest was of $ 93

included in the balance of accrued expenses in the accompanying

consolidated balance sheet as of March 31, 2025, which was subsequently paid in cash to the lender.

STOCKHOLDERS’ EQUITY

March 2025, $ 2,000 in principal converted into an aggregate 2,000,000 shares of the Company’s common stock, at a conversion price

of $ 1.00 (see Note 10 ).

At the time of conversion, accrued but unpaid interest of $ 93 was included in the balance of accrued expenses

in the accompanying consolidated balance sheets as of March 31, 2025, which was paid in cash to the lender during the year ended March

NOTES AND LINE OF CREDIT – RELATED PARTY

May 2025, the Company entered into a promissory note (the “May 2025 Related Party Note”) with an entity controlled by

the Chairman of the Company’s board of directors to borrow $ 500 .

The May 2025 Related Party Note matured on December

31, 2025 and permitted the Company to prepay the note in full without penalty at any time.

If an Event of Default, as defined

in the May 2025 Related Party Note, occurs, the outstanding principal and accrued interest would become due and payable

Concurrently, with the closing of an offering in September 2025 (see Note 8), the May 2025 Related Party Note and

accrued unpaid interest totaling $ 508

was extinguished through the issuance of 1,692,694

shares of the Company’s common stock at a per share price of $ 0.30 .

The issuance of shares was approved and determined to be on terms and conditions at arm’s length as the share price was the

same price extended to third parties as part of a share offering that closed on the same day (see Note 10).

August 2025, the Company received $ 3,390 from one of its principal shareholders (a related party) in exchange for an unsecured promissory

note that matures on March 9, 2026 (the “First August 2025 Related Party Note”), and $ 1,700 from two of its principal shareholders

(related parties) in exchange for an unsecured promissory note that matures on August 18, 2030 (the “Second August 2025 Related

Party Note”, collectively with the First August 2025 Related Party Note, the “August 2025 Related Party Notes”).

March 2026, the First August 2025 Related Party Note was amended to extend the maturity date to March 31, 2026.

consideration for providing the August 2025 Related Party Notes, the Company issued the principal shareholder 652,253 restricted stock

units of the Company’s common stock, with 521,802 restricted stock units vesting immediately and 130,451 restricted stock units

vesting over the term of the August 2025 Related Party Notes.

The fair value of the restricted stock units was $ 305 , as determined by

the average closing price of the Company’s common stock for the five trading days immediately preceding the issuance of the August

2025 Related Party Notes, and was recorded as a debt discount and is being amortized over the terms of the August 2025 Related Party

The August 2025 Related Party

Notes permitted the Company to prepay the note in full without penalty at any time.

If an Event of Default, as defined in the August 2025

Related Party Notes, occurred, the outstanding principal and accrued interest would become due and payable immediately.

If the Company

prepaid the notes, the unvested restricted stock units would vest proportionately with the amount of the prepayment.

the years ended March 31, 2026 and 2025, the Company amortized $ 204 and $ 0 , respectively, of the debt discount to interest expense.

March 2026, the outstanding borrowings of $ 5,090 and $ 51 of accrued interest under the August 2025 Related Party Notes were repaid in

During the year ended March 31, 2026, the Company incurred and paid interest on the August 2025 Related Party Notes totaling $ 382 .

As of March 31, 2026, there were no amounts of accrued but unpaid interest on the August 2025 Related Party Notes.

March 30, 2026, the Company entered into a loan agreement for up to $ 10,000 maturing on March 30, 2028 (the “Revolver”) with

an investor, considered a related party at the time the Revolver was entered into, and an additional lender, that become a related party

in May 2026 (see Note 15), (together, the “Lenders”).

Lenders will be entitled to assign all or a portion of its exposure under the Revolver or to sell participations therein.

of the Revolver were restricted to the repayment of the August 2025 Related Party Notes and to fund the working capital needs of the

Company’s operations.

Revolver bears interest of 12.0 % per annum and is calculated on the daily outstanding balance.

The Revolver also incurs a fee of 1.5 %

per annum on the daily unused portion, payable monthly in arrears.

The Revolver is secured by a first priority, perfected lien on and

security interest in the existing and future assets of the Company.

of March 31, 2026, $ 5,140 was outstanding under the Revolver and nominal amounts of interest and fees were accrued but unpaid.

the year ended March 31, 2026, the Company incurred a nominal amount of interest on the Revolver.

Revolver includes negative covenants restricting investments, additional debt and liens, restricted payments and sales of assets, and

typical affirmative covenants including compliance with laws, financial and informational reporting requirements.

Simultaneously

with entering the Revolver, the Company entered into a securities purchase agreement with non-related party lender of the Revolver which

was consummated in May 2026.

At the time those shares are purchased and issued, the Company will also issue to the lender warrants to purchase

1,864,753 shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), at an exercise price

of $ 0.46822 per share.

See further discussion in Note 17, Subsequent Events.

STOCKHOLDERS’ (DEFICIT) EQUITY

Company is authorized to issue 110,000,000 shares of stock, of which 100,000,000 is designated as common stock and 10,000,000 is designated

as preferred stock.

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share, of which

19,291,000 and 15,653,449 were issued and outstanding as of March 31, 2025 and 2024, respectively.

of common stock from private placement

May to August 2023, the Company issued 409,050 shares of common stock at a par value of $ 0.0001 and a purchase price of $ 6.00 per share.

The total net proceeds were $ 2,179 , net of broker fees and expenses.

The holders of the common stock shall be entitled to cast one vote

for each share held at all stockholder meetings and have no right to subscribe to or purchase any new or additional issue of shares.

Shares and Warrants Issued as Part of the Company’s

Underwritten Public Offering

On February 7, 2024, the company entered

into an underwriting agreement with ThinkEquity LLC, as representative (the “Representative”) of the several underwriters

identified therein, relating to the Company’s initial public offering (the “IPO”) of 1,334,000 shares of

the Company’s common stock, par value $ 0.0001 per share.

The Company previously filed the form of underwriting agreement as

an exhibit to the Company’s registration statement on Form S-1, as amended from time to time (File No.

333-274913), which was declared

effective by the Securities and Exchange Commission on February 7, 2024.

The price per share to the public was $ 6.00 generating

gross proceeds of $ 8,004 .

On February 12, 2024, the Company consummated the IPO and issued 1,334,000 shares of Common

Stock for aggregate net proceeds of approximately $ 6,009 , after deducting underwriting discounts and commissions and estimated offering

Series A and Series B Convertible Preferred Stock

On February 12, 2024, all outstanding shares of our Series A convertible preferred stock and the Series B convertible

preferred stock were automatically converted into 5,323,782 and 1,189,998 , respectively, shares of common stock in connection with the

closing of the initial public offering.

Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share, of which 47,048,174 and 19,291,000

were issued and outstanding as of March 31, 2026 and 2025, respectively.

of Common Stock

On June 30, 2025, the Company closed a public offering of 10,000,000 shares of its common stock at an offering price

of $ 0.30 per share (the “Offering”), pursuant to its registration statement on Form S-3 (File No.

333-285612) for aggregate

net proceeds of approximately $ 2,538 , after deducting underwriting discounts and commissions and estimated offering expenses.

The underwriters

were also granted a 45-day option to purchase up to an additional 1,500,000 shares of common stock and/or pre-funded warrants to cover

over-allotments, if any.

On July 21, 2025, the over-allotment option was partially exercised by the underwriters for an additional 313,128

shares of the Company’s common stock, generating net proceeds of approximately $ 83 , after deducting underwriting discounts and

commissions and estimated offering expenses.

connection with the Offering, the Company issued to the representative of the underwriters, warrants to purchase up to 500,000 shares

of common stock at an exercise price of $ 0.375 per

share (the “June 2025 Warrant”).

The June 2025 Warrant is exercisable beginning on the date of issuance and expires five

years thereafter.

The June 2025 Warrant was

determined to be an equity classified warrant.

connection with the underwriter’s exercise of the over-allotment option, the Company issued the representative of the underwriters

from the Offering a warrant to purchase up to 15,656

shares of the Company common stock at an exercise price of

(the “July 2025 Warrant”).

The July 2025 Warrant

is exercisable beginning on the date of issuance and expires five

years thereafter.

The July 2025 Warrant was determined

to be an equity classified warrant.

holder of the June 2025 Warrants and July 2025 Warrants shall not have the right to convert any portion of the respective warrants to

the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially

own in excess of 4.99% (which may be increased to 9.99% at the holder’s sole discretion) of the number of common shares outstanding

immediately after giving effect to such conversion.

Any increase to the beneficial ownership limitation will not be effective until the

61st day after notice is received by the Company.

Purchase Agreement:

On August 27, 2025, the Company entered into a securities purchase agreement (the “August SPA”)

to issue and sell 3,172,858

shares of its common stock (the “August SPA Shares”)

at a per share price of $ 0.46822 ,

which represents the average closing price of the Company’s common stock for the five trading days immediately preceding the sale,

and a warrant to purchase up to 3,204,908

shares of its common stock (the “August 2025 Warrant

Shares”, and together with the August SPA Shares, the “August SPA Securities”) at an exercise price of $ 0.46822

per share (the “August 2025 Warrant”) for aggregate

net proceeds of approximately $ 1,429 ,

after deducting direct offering expenses.

The August 2025 Warrant is exercisable beginning on the date of issuance and expires three

years thereafter.

The August 2025 Warrant can be exercised on a cashless basis if the shares underlying the August 2025 Warrant are not

registered at the time it is exercised.

The August 2025 Warrant was determined to be an equity classified warrant.

holder of the August 2025 Warrants shall not have the right to convert any portion of the respective warrants to the extent that after

giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess

of 9.99% (which may be increased to 19.99% at the holder’s sole discretion) of the number of common shares outstanding immediately

after giving effect to such conversion.

Any increase to the beneficial ownership limitation will not be effective until the 61st day

after notice is received by the Company.

In January 2026, the holder of

the August 2025 warrants gave notice to the Company of its intent to increase its beneficial ownership percentage to 19.99%, which was

approved during the Company’s annual meeting of stockholders on January 14, 2026.

in August 2026, the Company may, at its sole discretion, require the holder of the August 2025 Warrant to exercise the warrant in full

on a specified date (the “Mandatory Exercise Date”), provided that, prior to and as of the Mandatory Exercise Date (a) the

closing price of the Company’s common stock has exceeded the exercise price of the August 2025 Warrant during any consecutive five

trading days within a fifteen trading-day period at least once and (b) the Company has an effective registration statement registering

the resale of both the August 2025 Warrant and the shares issuable upon exercise of the August 2025 Warrant.

On the Mandatory Exercise

Date, the beneficial ownership limitation will be automatically increased to 19.99%.

If the holder of the August 2025 Warrant does not

pay the amount due in cash within thirty days of the Mandatory Exercise Date, then the Company may effect, in its discretion, either

(i) a cashless exercise of the August 2025 Warrants or (ii) a redemption and subsequent cancellation of the August 2025 Warrant, in exchange

for $ 0.001 per warrant.

In January 2026, the August 2025

Warrant was amended (the “Amended August 2025 Warrant”) to include a down round feature that should the Company issue its

common stock and common stock equivalents, subject to certain exempt issuances, for per share consideration that is less than the current

exercise price per share of the Amended August 2025 Warrant, then the exercise price shall be lowered to equal to the quotient obtained

(A) the sum of (1) the product obtained by multiplying the common stock deemed outstanding immediately prior to such issuance

or sale (or deemed issuance or sale) by the exercise price then in effect plus (2) the aggregate consideration, if any, received by the

Company upon such issuance or sale (or deemed issuance or sale);

by (B) the sum of (1) the common stock deemed outstanding immediately

prior to such issuance or sale (or deemed issuance or sale) plus (2) the aggregate number of shares of common stock issued or sold (or

deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

The holder of the Amended August

2025 Warrant was granted a right of first refusal on a debt or equity financing transaction, as defined in the agreement, that provided

the holder with the right to participate pro rata, except in connection with excluded issuances, in the planned financing transaction

as long as the holder of the Amended August 2025 Warrants, together with any affiliates, would beneficially own in excess of 4.99% of

the number of common shares outstanding immediately preceding the financing transaction.

The Amended August 2025 Warrant

was determined to be an equity classified warrant as it remains indexed to the Company’s own stock and meet the scope exception

In January 2026, the Company entered into a warrant agreement for a warrant

to purchase up to 2,900,613 shares of its common stock, at an exercise price of $ 0.46822 per share (the “January 2026 Warrant”)

in connection with the Amended August 2025 Warrant and the conversion of Series AA Preferred Stock into common stock.

The January 2026

Warrant is exercisable beginning on the date of issuance and expires August 27, 2028 .

The January 2026 Warrant can be exercised on a cashless

basis if the shares underlying the January 2026 Warrant are not registered at the time it is exercised.

The January 2026 Warrant contains

the same terms and conditions as the Amended August 2025 Warrant.

The January 2026 Warrant was determined to be an equity classified warrant.

Line of Credit (“ELOC”):

On October 7, 2025, the Company entered into an equity purchase agreement (the “ELOC”),

whereby the Company has the right, but not the obligation, to direct an investor to purchase up to $ 25,000 of the Company’s common

stock (the “Put Shares”), where the Company directs the investor to purchase Put Shares in increments between $5 and the

lesser of (a) $500 or (b) 20.0% of the Average Daily Trading Value (as defined in the ELOC), on the terms and conditions set forth in

The purchase price of the Put Shares will be the lesser of (i) 97.0% of the Market Price (as defined in the ELOC) or (ii) 102.0%

of the Market Alternative Price (as defined in the ELOC).

If the Company’s principal market is any tier of the OTC Markets on the

date the investor receives the Company’s directive, the purchase price of the Put Shares will be the lesser of (i) 85.0% of the

Market Price or (ii) 85.0% of the Market Alternative Price.

The number of Put Shares to be purchased by the investor is subject to a

beneficial ownership limitation of 4.99%.

ELOC will not be effective until it is first approved by the Company’s shareholders and then approved by the Company’s board

of directors.

The ELOC was approved by the Company’s shareholders on January 14, 2026, but has not been approved by the Company’s

Board as of the dates these condensed consolidated financial statements were issued.

Once the ELOC is effective, the Company will issue

the investor shares of the Company’s common stock (the “Commitment Shares”) that is determined by dividing 187,000

by the lesser of (i) the closing price of the Company’s common stock on the Trading Day (as defined in the ELOC) immediately preceding

date the ELOC is approved by Company’s board of directors, or (ii) average of the five (5) closing prices of the Company’s

common stock during the five Trading Days immediately preceding the date the ELOC is approved by Company’s board of directors.

As of the date these condensed consolidated financial statements were issued, the approvals were not yet received.

connection with the ELOC, the Company entered into a registration rights agreement (the “ELOC RRA”) whereby the Company will

file a registration statement covering the maximum number of registerable securities (as defined in the ELOC RRA) within forty-five calendar

days from the date the ELOC is approved by the Company’s board of directors.

ELOC will end on the earlier of (i) the date the investor purchased $ 25,000 of Put Shares, (ii) October 7, 2027, (iii) the date of written

notice of termination by the Company to the investor (per the terms and conditions set forth in the ELOC), (iv) the ELOC RRA is no longer

effective after the initial effective date of the ELOC RRA, or (v) the date that the Company commences a case or any person commences

a proceeding against the Company, a custodian is appointed for the company or for all or substantially all of its property or the Company

makes a general assignment for the benefit of its creditors.

As of March 31, 2026, no shares of the Company’s common stock have

been issued under the ELOC.

AA Preferred Stock

1 unchanged sentence

per share (the “Series AA Preferred Stock”) and authorized 1,800,000 shares of Series AA Preferred Stock.

March 2025, the Company entered into securities purchase agreements with twelve investors whereby the Company issued 924,921

shares of Series AA Preferred Stock at an original issue price of $ 5.8005

per share for gross proceeds of $ 5,365 ,

of issuance costs or total net proceeds of $ 5,148 .

March 2025, the Company entered into securities purchase agreements with twelve investors whereby the Company issued 924,921 shares of

Series AA Preferred Stock at an original issue price of $ 5.8005 per share for gross proceeds of $ 5,365 , less $ 217 of issuance costs or

total net proceeds of $ 5,148 .

In connection with the securities purchase agreements, the Company entered into a registration rights agreement

with the investors whereby the Company committed to file the registration statement to register for resale the shares of common

stock issuable upon conversion of the Series AA Preferred Stock purchased by the investors pursuant to the securities purchase

agreements no later than thirty days from the final closing date.

with the investors whereby the Company committed to file the registration statement to register for resale the shares of common stock

issuable upon conversion of the Series AA Preferred Stock purchased by the investors pursuant to the securities purchase agreements no

later than thirty days from the final closing date.

Registration statement was filed on March 6, 2025.

Additionally,

the Company entered into a placement agency agreement with a placement agent in exchange for a cash fee of 6.0 % of the gross

proceeds paid by investors introduced to the Company by the placement agent.

Additionally, the Placement Agent received 56,676

warrants to purchase shares of common stock equal to 5.0 % of the shares of common stock issuable upon conversion of the Series AA

Preferred Stock purchased by these investors (the “March 2025 Warrant”) at a per share price of $ 1.45 for a term of five

years that may be exercised on a cash or cashless basis (see Note 12).

the Company entered into a placement agency agreement with a placement agent in exchange for a cash fee of 6.0 % of the gross proceeds

paid by investors introduced to the Company by the placement agent.

Additionally, the Placement Agent received 56,676 warrants to purchase

shares of common stock equal to 5.0 % of the shares of common stock issuable upon conversion of the Series AA Preferred Stock purchased

by these investors (the “March 2025 Warrant”) at a per share price of $ 1.45 for a term of five years that may be exercised

on a cash or cashless basis (see Note 12).

Series AA Preferred Stock holder and the March 2025 Warrant holder (collectively, the “March 2025 Investors”) shall not have

5 unchanged sentences

by the Company.

March 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $ 31

using the Black-Scholes option-pricing model with the following

volatility of 55.0 %,

risk-free rate of 3.98 %,

annual dividend yield of 0.0 %

and expected life of five

rights, preferences, privileges and restrictions for the Series AA Preferred Stock are as follows:

Dividends on the Series AA Preferred Stock accrue daily and will be cumulative from the first day of the calendar month in which

they are issued, and shall be payable monthly in arrears on the 30th day of each calendar month, when, as and if declared by the board

of directors, at the rate of 12.0 % per annum of its original issue price, which is the equivalent to $ 0.6961 per annum per share.

Upon (i) a liquidation or winding up of the Company, or (ii) a reorganization, merger or consolidation in which the holders

of the voting securities of the Company do not retain at least a majority of the total outstanding voting securities, or (iii) a sale,

lease, transfer, exclusive license or other disposition of all or substantially all the assets of the Corporation and its subsidiaries

taken as a whole, the holders of Series AA Preferred Stock are entitled to receive a preferential payment per share equal to the greater

of (a) $5.8005 plus declared but unpaid dividends, or (b) the amount per share that would have been payable had all shares of Series

AA Preferred Stock been converted into Common Stock immediately prior to such event.

Shares of Series AA Preferred Stock are convertible into shares of common stock at the option of the holder, according to a conversion

ratio equal to the original issue price of $ 5.8005 divided by the conversion price of $ 1.1601 , or $ 5.00 .

The conversion price is subject

to adjustment from time to time as specified in the March 2025 Certificate of Designation.

of Series AA Preferred Stock are convertible into shares of common stock automatically any time after the date six months after the original

issuance date if the closing price of the common stock equals or exceeds 200.0% of the original issuance price, or $11.601, and the average

trading column of the common stock exceeds 200,000 shares for at least twenty trading days in a period of thirty consecutive trading

The Series AA Preferred Stock are not redeemable at the option of the holder, on either a contingent or non-contingent basis.

The Series AA Preferred Stock are non-voting in Company matters, with the exception that Series AA Preferred Stock holders are required

to approve (i) any amendment, or other change, to the Company’s articles of incorporation that would have an adverse impact to

the Series AA Preferred Stock holders dividend rights, preferences or special rights and (ii) any increase to the authorized number of

shares of Series AA Preferred Stock, or authorize or issuance shares of any class or series of Senior Stock or Parity Stock, both of

which are defined in the March 2025 Certificate of Designation.

Series AA Convertible Preferred Stock has no stated maturity, is not subject to any sinking fund, and will remain outstanding indefinitely

unless a holder chooses to convert the Series AA Preferred Stock into shares of our common stock, or we elect to automatically convert

it into shares of our common stock.

As of March 31, 2025, the Series AA Convertible Preferred Stock were convertible into 4,624,620 common shares.

Shares Issued for Services

During the year ended March 31,

2025, the Company issued 1,352,102 shares of restricted common stock to vendors for services rendered and to be rendered with a fair value

These shares of common stock were valued based on the market value of the Company’s common stock price at the issuance

date or the date the Company entered into the agreement related to the issuance.

During the year ended March 31, 2025, the Company amortized

$ 910 of the value of the shares as the services were rendered and $ 578 of the remaining fair value of the shares was included as a

prepaid asset as of March 31, 2025 (see Note 4).

The March 2025 Warrant was determined to be an equity classified warrant.

January 15, 2026, the Company issued 11,458,306 shares of its common stock upon conversion of all outstanding shares of Series AA Preferred

Stock at a reduced conversion price of $ 0.46822 per share, as approved by the shareholders of the Company on January 14, 2026.

Issued for Services

Company, from time to time, issues shares of its common stock for marketing and other services.

The fair value of the shares is

initially capitalized as a prepaid service cost and amortized over the service period.

During the years ended March 31, 2026 and

2025, the Company issued 100,000

and 1,352,102 shares of restricted common stock to vendors for services rendered and to be rendered with a fair value of $ 62 and $ 1,488 , respectively.

These shares of common stock were valued based on the market value of the Company’s common stock price at the issuance date or

the date the Company entered into the agreement related to the issuance.

During the years ended March 31, 2026 and 2025, the Company

amortized $ 558

respectively, of the value of the shares as the services were rendered.

As of March 31, 2026, the unamortized service cost was

and was included as a components of prepaid and other current assets.

(see Note 4).

STOCK-BASED COMPENSATION PLANS

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of the Company’s business.

The Company has 2,519,750 unallocated shares available to grant from the 2021 Plan as of March 31, 2025.

The Company has historically granted stock options to non-employees in exchange for the provision of services, both under the 2021 Plan

and outside of the 2021 Plan.

The Company has 1,400,801

unallocated shares available to grant from the 2021 Plan as

of March 31, 2026.

The Company has historically granted stock options to non-employees in exchange for the provision of services, both

under the 2021 Plan and outside of the 2021 Plan.

Company has granted stock options and time-based restricted stock units (“time-based RSUs”).

Stock options granted to date

generally have a four 4 -year

vesting period and vest at a rate of 25 % each year on the anniversary date of the grant.

Stock options generally expire on the earlier

of ten years from the date of grant, or a specified period of time following termination.

Time-based RSUs generally vest over a period

of four years in accordance with the terms and conditions established by the board of directors, and are based on continued service.

generally have a 4 -year vesting period and vest at a rate of 25 % each year on the anniversary date of the grant.

Stock options generally

expire on the earlier of 10 years from the date of grant, or a specified period of time following termination.

Time-based RSUs generally

vest over a period of four years in accordance with the terms and conditions established by the board of directors, and are based

on continued service.

fair value of time-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced

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Outstanding at March 31, 2024

at March 31, 2024

at March 31, 2025

Outstanding at March 31, 2025

Outstanding at March 31, 2026

total stock compensation expense recognized related to vesting of time-based RSUs for the years ended March 31, 2026 and 2025, was $ 250

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OF FAIR VALUE OF SHARE OPTION AWARDS

price volatility

free interest rate

annual dividend yield

March 31, 2026

March 31, 2025

Expected option term

Stock price volatility

Risk free interest rate

Expected annual dividend yield

Forfeiture rate

summary of stock option activity is presented below:

SCHEDULE OF STOCK OPTION ACTIVITY

at March 31, 2023

at March 31, 2024

at March 31, 2025

and expected to vest March 31, 2025

at March 31, 2025

Outstanding at March 31, 2024

Outstanding at March 31, 2025

Outstanding at March 31, 2026

Vested and expected to vest March 31, 2026

Exercisable at March 31, 2026

August 2025, the Company repurchased 208,400 stock options from certain directors and officers at fair value, as determined by the closing

price on the date of repurchase, for cash consideration of $ 60 .

The repurchase provided for $ 37 of excess fair value of the cash consideration

over the fair value of the initial options, which was recognized as compensation expense and included in selling, general and administrative

expenses for the year ended March 31, 2026.

total stock compensation expense recognized related to vesting of stock options for the years ended March 31, 2026 and March 31, 2025

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and is expected to be recognized over a weighted average period of 2.1 years.

connection with the IPO (see Note 1) and the securities purchase agreement (see Note 10), the Company issued stock purchase warrants

to certain investors that permit the investor to acquire a fixed amount of shares of common stock at a per share price that ranges between

$ 1.45 and $ 7.50 for a five year term that may be exercised on a cash or cashless basis.

connection with the IPO (see Note 1), the Revolver (see Note 7) and the securities purchase agreement (see Note 10), the Company

issued stock purchase warrants to certain investors that permit the investor to acquire a fixed amount of shares of common stock at a

per share price that ranges between $ 0.46 and $ 7.50 for a five year term that may be exercised on a cash or cashless basis.

with the closing of the IPO, the Company also issued warrants to purchase up to 66,700 shares of Common Stock to the Representative and

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OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS OUTSTANDING

Warrants Outstanding

Underwriter Warrants

March 2025 Warrant

following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at March 31,

Underwriter Warrants

June 2025 Warrant

July 2025 Warrant

August 2025 Warrant

January 2026 Warrant

the warrants outstanding, 6,105,521

share remain subject to price reset as of March 31, 2026 based on future equity issuances with exercise prices lower than the stated

exercise price.

summary of warrant activity for the periods presented is as follows:

SCHEDULE OF WARRANTS ACTIVITY

OF WARRANTS ACTIVITY

Outstanding at March 31, 2024

Outstanding at March 31, 2025

( 1,186,872 )

Outstanding at March 31, 2026

Underwriter Warrants will expire on February 12, 2029 (see Note 10) and the March 2025 Warrants will expire on March

31, 2030 (see Note 10).

As of March 31, 2025 the intrinsic value of the outstanding warrants was $ 8 .

As of March 31,

2026 the intrinsic value of the outstanding warrants was $ nil .

of income tax (benefit) expense were as follows:

SCHEDULE OF INCOME TAX BENEFIT EXPENSE

March 31, 2025

March 31, 2024

income tax (benefit) expense

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SCHEDULE OF RECONCILIATION OF INCOME TAXES

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

in valuation allowance

tax differential

Statutory rate

Change in valuation allowance

Foreign tax differential

tax effects of temporary cumulative differences which give rise to deferred tax assets and liabilities are summarized as follows:

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Deferred tax liabilities:

Related Party Interest

Gain/Loss on Currency

Fixed and intangible assets

3 unchanged sentences

Stock compensation expense

Interest Expense

Valuation allowance

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During the years ended March 31, 2026 and 2025, the Company

recorded a valuation allowance of 100 % of UK and Hong Kong losses.

recorded a valuation allowance of 100 % and 100 % of UK and Hong Kong losses.

Company is subject to US federal income tax, as well as income tax in multiple US state and local jurisdictions and a number of foreign

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from NYSE – On December 17, 2024 the Company received a notification from the NYSE American LLC (the “NYSE”)

stating that the Company is not in compliance with the minimum stockholders’ equity requirements of Sections 1003(a)(ii) of the

stating that the Company was not in compliance with the minimum stockholders’ equity requirements of Sections 1003(a)(ii) of the

NYSE American Company Guide (the “Company Guide”) requiring stockholders’ equity of $ 4,000 or more if the Company has

reported losses from continuing operations and/or net losses in three of the four most recent fiscal years.

As of September 30, 2024,

the Company had stockholders’ equity of approximately $ 2,700 and had losses in its three most recent fiscal years ended March 31,

Company is now subject to the procedures and requirements of Section 1009 of the Company Guide.

The Company has until June 11, 2026 to

regain compliance with the Company Guide.

The Company submitted a plan of action to regain compliance with the Company Guide (the “Plan”)

on January 10, 2025, which the NYSE accepted on March 4, 2025.

Accordingly, the Company will be able to continue its listing during the

Plan period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained

As of March 31, 2026, the

Company had stockholders’ deficit of approximately $ 686 and had losses in its three most recent fiscal years ended March 31, 2026.

The Company was then subject

to the procedures and requirements of Section 1009 of the Company Guide.

The Company had until June 11, 2026 to regain compliance with

the Company Guide.

The Company submitted a plan of action to regain compliance with the Company Guide (the “Plan”) on January

10, 2025, which the NYSE accepted on March 4, 2025.

Accordingly, the Company was able to continue its listing during the Plan period and

was subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance.

notification and Plan acceptance has no immediate effect on the listing or trading of the Company’s common stock on the NYSE.

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consolidated balance sheets, results of operations or cash flow.

December 20, 2023, Aspen Skiing Company, LLC filed a complaint against the Company in the United States District Court for the District

of Colorado, alleging, among other things, trademark infringement, false association, false endorsement, unfair competition and deceptive

trade practices by the Company.

The claims relate to the Company’s social media posts of models and influencers in ski gondolas

on the mountain owned by Aspen Skiing Company and now discontinued limited edition clothing sold by the Company that included images,

which were licensed by the Company from a photographer, of a skier’s rest area in Aspen that Aspen Skiing Company calls the “AspenX

Beach Club.” The complaint seeks monetary damages, non-monetary relief, such as an injunction to end the alleged unlawful practices,

and attorneys’ fees and costs on behalf of the Aspen Skiing Company.

The Company entered into a settlement agreement with Aspen

Skiing Company for a de minimis amount during August 2024.

On May 14, 2025, we were named as a defendant in a lawsuit filed in the Superior Court of the State of California

in and for the County of Los Angeles Central Judicial District by Amanda Archer and Archer Bytes LLC, a former public relations consultant

for the Company.

The complaint alleges breach of contract, and other claims and seeks specific damages of $ 600,000 and unspecified punitive

We believe the claims are entirely without merit and intend to vigorously defend the matter.

April 24, 2025, the Company’s former Chief Executive Officer (the “Former CEO”) commenced ACAS Early Conciliation proceedings

(a mandatory step in the UK prior to filing a legal claim) alleging, among other things, unfair dismissal from his position.

has not yet been notified that the Former CEO has filed a legal claim with the UK Employment Tribunal.

May 14, 2025, we were named as a defendant in a lawsuit filed in the Superior Court of the State of California in and for the County

of Los Angeles Central Judicial District by Amanda Archer and Archer Bytes LLC, a former public relations consultant for the Company.

The complaint alleges breach of contract, and other claims and seeks specific damages of $ 600,000 and unspecified punitive damages.

believe the claims are entirely without merit and continue to vigorously defend the matter.

October 6, 2025, the Company received notice that its former Chief Executive Officer of the Company, Mark Buckley, filed Grounds of Complaint

with the UK Employment Tribunal against the Company alleging, among other things, unfair dismissal from his position.

The Company filed

its Grounds of Resistance to Mr.

Buckley’s claims on October 30, 2025.

The Company intends to continue vigorously defending the

The Company’s attempts to resolve the dispute will continue in parallel with the ongoing litigation.

commitments - The Company had $ 7,934 of purchase obligations as of March 31, 2026, related to purchase orders to factories for

the manufacture of finished goods.

lien on inventory - Per the terms of one third-party service contract, a lien may be placed on the Company’s inventory

if the Company fails to make a payment for services within 30 days from the date the third-party supplier notifies the Company of an

outstanding payment.

As of March 31, 2025 and 2024, a lien has not been placed on the Company’s inventory in connection with this

RELATED PARTY TRANSACTIONS

directors of the Company provided consulting and advisory services for the Company totaling $ 185 and $ 324 for the years ended March

and Advisory Services

director of the Company provided consulting and advisory services for the Company totaling $ 292 and $ 185 for the years ended March 31,

2026 and 2025, respectively, and are included in selling, general and administrative expenses on the accompanying consolidated statement

of operations and comprehensive loss.

As of March 31, 2025 and 2024, there were no amounts owed to either director.

trade finance facility (see Note 8) was secured by a standby documentary credit for $ 1,000 ,

which was secured by a guarantee from a company controlled by the Chairman of our board of directors (the “Chairman”)

from June 2023 through January 2024.

The guarantee accrued interest of 8 %

per annum from June 2023 through November 2023 and interest of 10.0 %

from November 2023 through January 2024, payable by the Company.

Interest expense for the year ended March 31, 2024 was $ 56 .

Chairman has provided a $ 4,000 personal

guarantee for the Company’s trade finance facility.

The guarantee is a pay-on-demand guarantee securing the Company’s

obligations under the trade finance facility, including interest and bank costs, fees and expenses, up to $ 4,000 .

The Chairman does not receive consideration in exchange for the personal guarantee.

In March 2025, the Company entered into securities purchase

agreements with a company controlled by the Chairman whereby the Company issued 344,797 shares of Series AA Preferred Stock at an original

issue price of $ 5.8005 per share for gross proceeds of $ 2,000 .

AA Preferred Stock

March 2025, the Company entered into securities purchase agreements with a company controlled by the Chairman whereby the Company

issued 344,797

shares of Series AA Preferred Stock at an original issue price of $ 5.8005

per share for gross proceeds of $ 2,000 .

On January 15, 2026, the Company issued 11,458,306

shares of its common stock upon conversion of all outstanding shares of the Series AA Preferred Stock held by the company controlled

by the Chairman (see Note 10).

lenders on the Revolver was an investor of the Company that owned more than 5.0% of outstanding shares of the Company.

Refer to Note

9 for further details.

See Note 9 for further discussion of notes payable issued

to related parties.

SEGMENT REPORTING

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Other segment items (1)

interest expense, foreign currency transactions (loss) gain, and other income.

interest expense, foreign currency transactions gain (loss), and other income.

Note 2 for revenue by geographic location.

3 unchanged sentences

March 31, 2025

long-lived assets

United Kingdom

Total long-lived assets

SUBSEQUENT EVENTS

3 unchanged sentences

the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial

May 2025, the Company entered into a business loan and security agreement with the same lender and substantially the same terms as the

Term Loans, borrowing gross proceeds of $ 1,400 , net of fees of $ 70 .

Thirty weekly payments of principal and interest totaling $ 66 commence

in June 2025.

During May 2025, the Company entered into a consulting agreement for business advisory services under which it issued

100,000 shares of common stock at a fair value of $ 62 , as determined by the closing price on the day of issuance.

May 2025, the Company entered into a promissory note (the “May 2025 Note”) with a lender controlled by the Chairman of the

Company’s board of directors to borrow $ 500 .

The May 2025 Note matures on December 31, 2025 and permits the Company to prepay the note in full without penalty at any time.

Event of Default, as defined in the May 2025 Note, occurs, the outstanding principal and accrued interest becomes due and payable immediately.

In May 2025 we entered two agreements

with lenders in which we borrowed gross proceeds of $ 1,900 , $ 500 of which were pursuant to a note with an entity controlled by the Chairman

of our board of directors.

Refer to Note 17 to our consolidated financial statements included in Item 8 of this Form 10-K.

On June 30, 2025, the Company

closed a public offering of 10,000,000 shares of its common stock at an offering price of $ 0.30 per share (the “Offering”),

pursuant to its registration statement on Form S-3 (File No.

The Offering generated gross proceeds of $ 3.0 million.

underwriting discounts, non-accountable expenses, legal expense reimbursement, and other offering-related costs, the Company received

net proceeds of approximately $ 2,686,850 .

In connection with the Offering,

the Company issued to ThinkEquity LLC, the representative of the underwriters, warrants to purchase up to 500,000 shares of common stock

at an exercise price of $ 0.38 per share.

These warrants are exercisable beginning on the date of issuance and expire five years thereafter.

The underwriters were also granted a 45-day option to purchase up to an additional 1,500,000 shares of common stock and/or pre-funded

warrants to cover over-allotments, if any.

As of the date of this filing, the over-allotment option has not been exercised.

Concurrently with

the closing off the Offering, the May 2025 Note was extinguished through the issuance of 1,692,694 shares of the Company’s common

stock at a per share price of $ 0.30 .

exhibits listed below are filed as part of this Report on Form 10-K, or are incorporated herein by reference, in each case

as indicated below.

May 8, 2026, the Company consummated a securities purchase agreement with one of the lenders of the Revolver under which it issued 6,060,606

shares of its common stock at a purchase price of $ 0.33

per share and warrants to purchase up to 8,276,944

shares of its common stock at an exercise price of $ 0.40

per share and expiring on August

27, 2028 for gross proceeds of $ 2,000 (the “May 2026 Securities Purchase Agreement”) .

In connection with the May 2026 Securities Purchase Agreement, the Company issued warrants to purchase up to 1,864,753

shares of its common stock at an exercise price of $ 0.46822

per share and expiring on August

27, 2028 to the other lender of the Revolver.

12, 2026, the Company received a notice (the “Delisting Notice”) from NYSE Regulation informing the Company that NYSE Regulation

has determined to commence proceedings to delist the common stock of Perfect Moment Ltd.

(ticker symbol:

PMNT) from NYSE American.

Regulation determined that the Company is no longer suitable for listing pursuant to Section 1009(a) of the NYSE American Company Guide

(the “Company Guide”), as the Company was unable to demonstrate that it had regained compliance with Sections 1003(a)(i) and

1003(a)(ii) of the Company Guide by the end of the maximum 18-month compliance plan period, which expired on June 11, 2026.

Section 1003(a)(i)

applies where a listed company has stockholders’ equity of less than $2.0 million and has reported losses from continuing operations and/or

net losses in two of its three most recent fiscal years, and Section 1003(a)(ii) applies where a listed company has stockholders’ equity

of less than $4.0 million and has reported losses from continuing operations and/or net losses in three of its four most recent fiscal

NYSE American made a public announcement of this decision on June 12, 2026.

NYSE American awill apply to the U.S.

Securities and Exchange Commission to delist the Company’s common stock upon completion of applicable

procedures, including any appeal by the Company of NYSE Regulation’s decision.

Effective June 18, 2026 the Company’s common stock

began trading on the OTCQB Venture Market (the “OTCQB”) under the symbol “PMNT.” The OTCQB

is a significantly more limited market than NYSE American, and trading on the OTCQB may result in a less liquid market for existing and

potential stockholders of the Company’s common stock and could adversely affect the trading price of the Company’s common stock.

exhibits listed below are filed as part of this Report on Form 10-K, or are incorporated herein by reference, in each case as indicated

Amended and Restated Certificate of Incorporation of the Company

1 unchanged sentence

Certificate of Designations of 12.00% Series AA Convertible Preferred Stock.

April 2, 2025

Certificate of Adoption of Bylaw Amendment

October 10, 2025

Certificate of Amendment of Certificate Designations, Preferences, Limitations, Restrictions and Relative Rights 12.00% Series AA Convertible Preferred Stock of Perfect Moment Ltd.

January 21, 2026

Form of the Company’s Common Stock Certificate

14 unchanged sentences

Form of Placement Agent Warrant

Representative’s Warrants

June 30, 2025

Promissory Note, Dated August 26, 2025

August 27, 2025

Promissory Note, Dated August 26, 2025

August 27, 2025

Form of Warrant

August 27, 2025

Amended and Restated Promissory Note, dated October 30, 2025

October 31, 2025

Amended Warrant 1

January 21, 2026

Further Amended and Restated Promissory Note, dated March 6, 2026

March 6, 2026

Second Further Amended and Restated Promissory Note, dated March 20, 2026

March 20, 2026

Form of X3 Warrant

Form of Krane Warrant

Employment Agreement between Perfect Moment Ltd.

49 unchanged sentences

Placement Agency Agreement, dated March 28, 2025, between the Registrant and the Placement Agent

Underwriting Agreement, dated June 26, 2025, between Perfect Moment Ltd.

and ThinkEquity LLC

June 30, 2025

Securities Purchase Agreement, dated June 30, 2025, between Perfect Moment and Joachim Gottschalk & Associates

June 30, 2025

Securities Purchase Agreement dated August 27, 2025 by and between Perfect Moment Ltd.

and X3 Higher Moment Fund LLC

August 27, 2025

Securities Purchase Agreement dated August 27, 2025 by and between Perfect Moment Ltd.

and X3 Higher Moment Fund LLC

August 27, 2025

Equity Purchase Agreement, dated October 7, 2025 between the Company and the Investor

October 10, 2025

Registration Rights Agreement, dated October 7, 2025, between the Company and the Investor

October 10, 2025

Loan Agreement, dated March 30, 2026 by and between Perfect Moment Ltd.

and X3 Higher Moment Fund LLC

March 30, 2026

Security Agreement, dated March 30, 2026 by and between Perfect Moment Ltd.

and X3 Higher Moment Fund LLC

March 30, 2026

Pledge Agreement, dated March 30, 2026 by and between Perfect Moment Ltd.

and X3 Higher Moment Fund LLC

March 30, 2026

Intellectual Property Security Agreement, dated March 30, 2026 by and between Perfect Moment (UK) Limited and X3 Higher Moment Fund LLC

March 30, 2026

Securities Purchase Agreement dated March 30, 2026 by and between Perfect Moment Ltd.

and X3 Higher Moment Fund LLC

March 30, 2026

Form of Registration Rights Agreement by and between Perfect Moment Ltd., X3 Higher Moment Fund LLC and Krane Capital Management LLC

March 30, 2026

Insider Trading Policy

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Jane Gottschalk

Chief Creative Officer and Director

Executive Officer)

Jane Gottschalk

President, Chief Creative

Officer and Director

(Principal Executive Officer)

June 29, 2026

Chath Weerasinghe

Financial Officer

Financial and Accounting Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

June 29, 2026

1 unchanged sentence

June 29, 2026

Berndt Hauptkorn

June 30, 2025

/s/ Max Gottschalk

Max Gottschalk

June 30, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures