What changed in this filing

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Item 9A. Controls and Procedures

2025-06-30 compared with 2024-07-01 · 1557 added, 1618 removed, 785 unchanged (80% of the section changed)

12 unchanged sentences

Report on Internal Controls Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial

reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules

of the SEC for newly public companies.

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over

financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with U.S.

generally accepted accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

the supervision and with the participation of our management, including our principal executive and principal financial officers, we

conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2025.

Based on this evaluation,

our management concluded that our internal control over financial reporting was effective as of March 31, 2025.

in Internal Control Over Financial Reporting

23 unchanged sentences

Trading Arrangements

the three months ended March 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the

Exchange Act) adopted

or terminated

a “Rule 10b5-1 trading arrangement”

or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K under the Exchange Act.

the three months ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange

Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each

as defined in Item 408(a) of Regulation S-K under the Exchange Act.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

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

Executive Officer and Director

Financial Officer

Creative Officer and Director

Non-Executive

of the Board of Directors

Executive Off icers

Chath Weerasinghe

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

Max Gottschalk

Chairman of the Board of

Andre Keijsers

Berndt Hauptkorn

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

8 unchanged sentences

officers are appointed by the board of directors and serve at its pleasure.

Buckley –Chief Executive Officer and Director

Buckley has served as our Chief Executive Officer and as a member of our board of directors since November 2022.

Buckley also served

as our acting Chief Financial Officer from November 2022 until October 2023.

Since November 2022, he has also served as the Chief Financial

Officer or PMUK, and since January 2023, he has also served as the Chief Financial Officer of PMA.

Since August 2022, he has also been

serving as a director at 3rd Rock Private Limited, a rock-climbing clothing company based in the United Kingdom.

From February 2020 to

October 2022, Mr.

Buckley served as Chief Financial Officer of Rapha Racing Limited, a producer and retailer of cycling clothing, where

he served as Finance Director from October 2016 to February 2020 prior to becoming the Chief Financial Officer.

From October 2011 to

October 2016, Mr.

Buckley worked at Burberry Limited, the global luxury brand, where he held various roles before becoming the Director

of Financial Planning Analysis in April 2015.

Before that, from April 2000 to October 2011 Mr.

Buckley worked at Marks and Spencer Group

plc, a major British multinational retailer, including a 17-month secondment to Woolworths in South Africa.

Buckley qualified as

an accountant in 2004 from the Association of Chartered Certified Accountants.

We believe that Mr.

Buckley is qualified to serve as a

member of our board of directors due to the perspective and experience he brings as our Chief Executive Officer and former acting Chief

Financial Officer.

Clayborne – Chief Financial Officer

Clayborne has served as our Chief Financial Officer since October 2023.

Since July 2023, Mr.

Clayborne has served as a financial advisor

at Healthy Extracts Inc.

From March 2022 to March 2023, Mr.

Clayborne served as Chief Financial Officer of SONDORS, Inc., where he prepared

the company for a Nasdaq listing;

facilitated the hiring of the senior management team, brought accounting in-house, eliminated material

control weaknesses, negotiated all supply chain contracts, established a human resource function, and negotiated bridge financing.

March 2023 to June 2023, Mr.

Clayborne served as a financial advisor at SONDORS, Inc.

Clayborne served as Chief Financial Officer

and Treasurer of Verb Technology Company, Inc.

VERB, VERBW) from July 2016 to January 2022, where he facilitated an uplist from

the OTCQB Markets Group to Nasdaq and the acquisition and integration of Sound Concepts Inc., participated in various equity and debt

financings, built out the finance and accounting teams, and implemented NetSuite.

Clayborne served as Chief Financial Officer of

and a consultant with Breath Life Healing Center from August 2015 to July 2016.

From September 2014 to August 2015, he served as Vice

President of Business Development of Incroud, Inc and from May 2012 to September 2014, Mr.

Clayborne served as President of Blast Music,

Prior to this, Mr.

Clayborne was employed by Universal Music Group where he served as Vice President, Head of Finance & Business

Development for Fontana, where he managed the financial planning and analysis of the sales and marketing division and led the business

development department.

He also served in senior finance positions at The Walt Disney Company, including Senior Finance Manager at Walt

Disney International, where he oversaw financial planning and analysis for the organization in 37 countries.

Clayborne began his

career as a CPA at McGladrey & Pullen LLP (now, RSM US LLP), then at KPMG Peat Marwick (now, KPMG).

He brings with him more than

25 years of experience in all aspects of strategy, finance, business development, negotiation, and accounting.

Clayborne earned his

Master of Business Administration from the University of Southern California, with high honors, and his Bachelor of Science in Accountancy

from Northern Illinois University.

Weerasinghe– Chief Financial Officer

Weerasinghe has served as our Chief Financial Officer since February 2025.

He brings over a decade of senior finance and operations experience

in the retail and apparel sector.

Prior to joining the Company, he spent four years at Canada Goose, where he served as Senior Director

of Finance & Services (2021–2022) and later as Vice President of Finance & Operations (2022–2024).

From 2017 to 2021,

he was Group Head of Finance and IT at MUJI Europe Holdings Limited, and previously held the role of European Finance and Accounting

Manager at American Apparel (2011–2016).

Weerasinghe holds a B.A.

in Applied Accounting from Oxford Brookes University and

an MBA from the University of East London.

He completed the INSEAD Chief Operating Officer Executive Education Program in 2024 and is

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.

Gottschalk – Chief Creative Officer and Director

Gottschalk has served as our Chief Creative Officer since September 2022, as a member of our board of directors since March 2021 and

as a member of PMA’s board of directors since May 2012.

From July 2017 to September 2022, Ms.

Gottschalk served as the Creative

Director of PMUK, and since September 2022, Ms.

Gottschalk has served, and is serving, as the Chief Creative Officer of PMUK.

2012 to September 2022, she served as Creative Director of PMA, and since September 2022, she has served, and is serving, as Chief Creative

Officer of PMA.

Since August 2011, Ms.

Gottschalk is also serving as Director of Jing Holdings Limited, a holding company that operates

Jax Coco, a leading coconut water brand, and from September 2012 to May 2023 served as Director of Jax Coco UK Limited.

from University of Kent.

Gottschalk is the wife of Max Gottschalk, the Chairman of our board of directors.

Gottschalk is qualified to serve as a member of our board of directors due to the perspective and experience she brings as our

Chief Creative Officer and her creative, innovative and entrepreneurial attributes that provide valuable insight to our board and are

aligned with our unique culture.

Gottschalk has served as our Chief Creative Officer since September 2022, a member of our board of directors since March 2021, and was

appointed President of the Company in February 2025.

She has been deeply involved in the creative and brand direction of Perfect Moment

for over a decade, including her roles as Creative Director of PMUK (2017–2022) and PMA (2012–2022), and now as Chief Creative

Officer of both entities.

Gottschalk has played a pivotal role in shaping the brand’s visual identity, product design, and

market positioning across global markets.

She is also a director of Jing Holdings Limited, the holding company for Jax Coco, a premium

coconut water brand, and served on the board of Jax Coco UK Limited until May 2023.

Gottschalk holds a B.A.

from the University of

She is the wife of Max Gottschalk, the Chairman of our board of directors.

We believe Ms.

Gottschalk is well-qualified to serve

on our board given her deep understanding of the brand, creative leadership, and entrepreneurial vision, which continue to drive the

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 the Chairman of our board of directors since March 2021, a member of PMA’s board of directors since May

2012 and a member of PMUK’s board of directors since July 2017.

Since April 2022, Mr.

Gottschalk has been serving as Director at

Nurture Brands Limited, a plant based food and beverage business.

Since November 2021, Mr.

Gottschalk has been serving as Director at

various holding entities for investments of the Hycap Fund, an energy transition private equity fund that invests in the hydrogen ecosystem.

Since August 2011, Mr.

Gottschalk has also been serving as Director of Jing Holdings Limited, a holding company that operated Jax Coco,

a leading coconut water brand that was acquired by Nurture Brands Limited in 2022, and from August 2019 to May 2023 served as Director

of Jax Coco UK Limited.

Gottschalk is also the Co-Founder of and since December 2020 has been serving as a Partner and Director at

Ocean 14 Capital Ltd., a private equity fund investing in emerging companies and technology to help protect and sustain our oceans.

September 2019, Mr.

Gottschalk has been serving as Director at Aeon Investment Limited, a credit-focused investment company, based in

Gottschalk is also the Founder of and since December 2015 has been serving as the Chief Executive Officer and Director at

Vedra Partners Ltd., a multi-family office with operations in London and Switzerland.

In addition, Mr.

Gottschalk is the Co-Founder of

and from January 2021 to April 2023 served as a Partner and Director at Hydrogen Equity Partners Ltd., an investment management firm

with a focus on new hydrogen energy sources.

Gottschalk also co-founded Gottex Fund Management in 1998, a global asset management

company that he built and brought to market in 2007 on the Swiss stock exchange.

Prior to Gottex, he ran Bear Stearns’s fixed income

derivatives hedge fund sales team in New York.

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.

Gottschalk holds a B.A.

in Finance from the McIntire School of Commerce at the University

We believe that Mr.

Gottschalk is qualified to serve as a member of our board of directors due to his extensive leadership

and business experience as an entrepreneur and investor, as well as his service on other boards of directors.

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.

Keijsers – Director

Keijsers has served as a member of our board of directors since October 2023.

Since May 2016, Mr.

Keijsers has been serving as Director

of PMA, and from July 2017 to September 2019, Mr.

Keijsers served as Director of PMUK.

Since October 2020, Mr.

Keijsers has been serving

as the Chief Executive Officer and a Director of Van Lanschot Kempen Investment Management (UK) Ltd, an investment management company

and the regulated UK subsidiary of Dutch-listed Van Lanschot Kempen N.V.

From January 2017 to July 2019, Mr.

Keijsers was a senior partner

at Vedra Partners Ltd., a multi-family office with operations in London and Switzerland.

Prior to that, Mr.

Keijsers served as the Chief

Financial Officer of Kings Rock Global Investment Partners Ltd from April to December 2016, and the Chief Financial Officer and Director

of Fansz Ltd., a social media technology company, from April to December 2015.

filed for liquidation in January 2016.

2008 to 2015, Mr.

Keijsers was a member of the Executive Committee and the Head of M&A of Gottex Fund Management, a global asset

management company.

From 2001 to 2007, Mr.

Keijsers served as the Chief Financial Officer of Swapstream, an electronic trading platform

for interest rate swaps and a subsidiary of CME Group Inc.

Keijsers is the founder of Arnhem Consulting Limited, through

which he provides financial and corporate governance advice to companies.

From February 2017 until October 2023, Arnhem Consulting Limited

provided consulting services to PMA.

Since August 2019, Mr.

Keijsers has been serving as Director of Pinkhurst Lane Ltd.

Since November

Keijsers has also been serving as Director of TGR1.618 Ltd, Iris Audio Technologies Ltd, Iris Audio Engineering Ltd and Iris

From May 2016 to September 2019, Mr.

Keijsers served as Director of Jing Holdings Limited, a holding company that operates

Jax Coco UK Limited, a leading coconut water brand, and from May 2016 to August 2019, he served as Director of Jax Coco UK Limited.

Keijsers was an Equity Sales Associate at ABN AMRO Bank N.V.

from 1991 to 1994 and Associate Director of Equity Sales at UBS from 1994

Keijsers received a doctorandus degree in Computer Science from the Radboud University, Nijmegen, Netherlands.

Keijsers is qualified to serve as a member of our board of directors due to his extensive leadership, financial and corporate

governance experience, his understanding of the Company’s operations, as well as his service on other boards of directors.

Keijsers has served on our board since October 2023 and has held directorships at PMA, PMUK, and various affiliated entities since 2016.

He is CEO of Van Lanschot Kempen Investment Management (UK) Ltd.

and previously held executive roles at Vedra Partners, Gottex Fund Management,

and Swapstream.

He founded Arnhem Consulting and serves on multiple boards.

Keijsers holds a doctorandus degree in Computer Science

from Radboud University.

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

Hauptkorn – Director

Hauptkorn has served as a member of our board of directors since October 2023.

Since September 2015, Mr.

Hauptkorn has been serving as

President Europe Region of Chanel SAS (Paris), Chanel’s European division, where he oversees all business units (e.g., fashion,

fragrance and beauty, watches and jewelry), employee teams, and sales, service and experience channels across Europe, the Middle East,

India and Africa.

Since January 2019, Mr.

Hauptkorn has been serving as Global Markets Officer of Chanel Ltd (London), where he is responsible

for the cross-regional coordination of all Region Presidents at Chanel.

Since September 2015, Mr.

Hauptkorn has been serving as Director

at various Chanel entities:

(i) Chairman at Chanel Denmark ApS (Denmark), (ii) Chairman at Chanel Norway AS (Norway), (iii) Chairman

at Chanel Sweden AB (Sweden), (iv) Executive Director at Chanel s.r.o.

(Czech Republic), (v) Director at CHANEL s.r.o., organiza&ccaron;ná

zlozka, a branch of Chanel s.r.o.

(Slovakia), (vi) Manager at Chanel Moda ve Lüks Tüketim Ürünleri Limited Sirketi

(Turkey) and (vii) Director at Chanel spó&lstrok;ka z ograniczon&aogon;

odpowiedzialno&sacute;ci&aogon;

Prior to his roles at Chanel, from June 2012 to August 2015, Mr.

Hauptkorn served as Chief Executive Officer of Uniqlo Europe and as

Global Officer and Senior Vice President of Uniqlo’s Fast Retailing Group.

Since March 2019, Mr.

Hauptkorn has been serving as

a Board Member of the European Brands Association (AIM), an organization that represents manufacturers of branded consumer goods in Europe

on key issues, where he represents Chanel interests.

Since November 2018, Mr.

Hauptkorn has also been serving as a senior advisor to

the founders and directors of LUKSO Blockchain.

From August 2007 to December 2009, Mr.

Hauptkorn served as Group Chief Executive Officer

of Labelux Group, and from November 2009 to January 2012, Mr.

Hauptkorn served as Global Chief Executive Officer of Bally International.

From March 1998 to July 2007, Mr.

Hauptkorn held various roles, including Principal, at the Boston Consulting Group (BCG), where he provided

retail, branding, media and private equity consulting services to companies.

From August 1994 to August 1997, Mr.

Hauptkorn served as

an Account Director at AHEAD Marketing + Kommunikation, a full-service advertising and marketing agency.

Hauptkorn holds a Diplom-Kaufmann

(similar to an MBA) in Business Administration from Friedrich-Alexander-University of Erlangen-Nurnberg and a Dr.

to a PhD) in Business Administration, Law, Economics and Philosophy from Friedrich-Alexander-University of Erlangen-Nurnberg.

Hauptkorn is qualified to serve as a member of our board of directors due to his broad and extensive experience in the fashion

industry, his leadership and operational management experience, and his experience on other boards of directors.

Hauptkorn has served on our board since October 2023.

He is President, Europe Region, and Global Markets Officer at Chanel, overseeing

operations across EMEA and coordinating global leadership.

Previously, he was CEO at Uniqlo Europe and Bally International, and a Principal

He holds a Diplom-Kaufmann and Dr.

in Business Administration from Friedrich-Alexander-University.

We believe his global

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

Barwin – Director

Barwin has served as a member of our board of directors since November 2022.

Barwin has also provided consulting services to the

Company as the acting Ecommerce Director, since November 2022.

Since November 2022, Ms.

Barwin also serves as Founder and Director of

Tracy B Ltd., a professional services company.

From May 2022 until November 2022, Ms.

Barwin was not actively engaged in business activities.

Barwin was Executive Vice President at Hunter Boot Limited from May 2017 until May 2022, overseeing their direct-to-consumer business

which included retail, ecommerce, shop-in-shops and pop-up stores.

Prior to becoming Executive Vice President at Hunter Boot Limited,

Barwin worked at Uniqlo, a large global SPA clothing retailer, where she held the position of Director of Customer Experience, from

September 2010 to April 2017.

Barwin held various roles at Myla, a luxury lingerie company, and Nike, Speedo and Hilton hotels, from

2001 to 2010 across digital, ecommerce and customer experience functions.

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.

Honors degree in Modern History and

Politics from Manchester University and later enhanced this degree with a post graduate diploma from The Chartered Institute of Marketing.

We believe that Ms.

Barwin is qualified to serve as a member of our board of directors due to the perspective and experience she brings

across the fashion and retail brands she has worked across, specifically her direct-to-consumer experience as well as her experience

on other boards of directors.

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.

Nixdorff – Director

Nixdorff has served as a member of our board of directors since January 2024.

Since January 2024, Mr.

Nixdorff has been serving as Chief

Executive Officer and a member of the board of directors of GORE Technologies AG, an investment company.

Since August 2023, Mr.

has also been serving as Chief Operating Officer of Neon Equity AG, an investment company.

From August 2022 until May 2023, Mr.

served as Chief Marketing Officer of Rag & Bone, a fashion brand.

Prior to that, Mr.

Nixdorff served as Chief Executive Officer of

Galvan London Ltd., a luxury fashion brand, from May 2020 until July 2022;

he also served as a member of the board of directors of Galvan

from June 2020 until August 2022.

From January 2018 until April 2020, Mr.

Nixdorff served as Managing Director of BEJOND

Germany GmbH, a marketing consulting firm.

Nixdorff holds a Master of Science degree in Economics from Technical University of Dortmund

and a Bachelor of Arts degree in Business Administration from University of Duiburg-Essen.

We believe that Mr.

Nixdorff is qualified

to serve as a member of our board of directors due to the management and consulting experience he acquired as an officer of companies

in the fashion, marketing and investment industries as well as his experience on other boards of directors.

Nixdorff joined our board in January 2024.

He is CEO of GORE Technologies AG and COO of Neon Equity AG.

He previously held executive

roles at Rag & Bone, Galvan London, and BEJOND Germany.

Nixdorff holds a Master’s in Economics from Technical University

of Dortmund and a B.A.

in Business Administration from the University of Duisburg-Essen.

We believe his experience in fashion, marketing,

and investment industries supports his role on our board.

Epstein – Director

On 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.

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.

in Certain Legal Proceedings

1 unchanged sentence

described in subparagraph (f) of Item 401 of Regulation S-K.

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.

Trading Policies

maintain an insider trading policy that applies to all directors, executive officers, employees, and consultants.

The policy prohibits

trading in our securities while in possession of material non-public information.

of Directors and Corporate Governance

50 unchanged sentences

quarterly earnings releases.

Gottschalk, Andre Keijsers and Tim Nixdorff serve on the compensation committee, which is chaired by Andre Keijsers.

Our board of directors

has determined that Andre Keijsers and Tim Nixdorff are “independent” as defined in the NYSE American Company Guide and each

member is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

We intend to comply with

the applicable independent requirements for all members of the compensation committee within the time periods specified under such rules.

Keijsers and Tim Nixdorff serve on the compensation committee, which is chaired by Andre Keijsers.

Our board of directors has determined

that Andre Keijsers and Tim Nixdorff are “independent” as defined in the NYSE American Company Guide and each member is a

“non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

We intend to comply with the applicable

independent requirements for all members of the compensation committee within the time periods specified under such rules.

compensation committee’s responsibilities include:

13 unchanged sentences

and Corporate Governance Committee

Gottschalk, Andre Keijsers, Berndt Hauptkorn and Tim Nixdorff will serve on the nominating and corporate governance committee, which

will be chaired by Andre Keijsers.

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”

14 unchanged sentences

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

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

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

58 unchanged sentences

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

Applying this

formula to the fiscal year ended March 31, 2024, £1.00 was equal to $1.2569.

Max Gottschalk

1 unchanged sentence

Berndt Hauptkorn

Buckley, a Director and Chief Executive Officer and Jane Gottschalk a Director and Chief Creative Officer during the fiscal year

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

1 unchanged sentence

The compensation received by Mr.

Buckley and Ms.

Gottschalk as employees are disclosed in the section entitled “ Executive

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

valuation assumptions on stock option awards, refer to Note 13 of our audited consolidated financial statements for the year

ended March 31, 2024 of this Annual Report.

The disclosed amounts reflect the fair value of the stock option awards that were granted

during the fiscal year ended March 31, 2024 in accordance with FASB ASC Topic 718.

Weerasinghe and Ms.

Gottschalk as employees are disclosed in the section entitled

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

amount reported for Mr.

Gottschalk represents (i) consulting fees paid to him pursuant to the terms of his consulting agreement (ii)

reflects incentive bonus paid for successful initial public offering plus listing on NYSE American and (iii) stock options to purchase

50,000 shares of our common stock.

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

amount reported for Ms.

Barwin represents (i) advisory fees paid to her pursuant to the terms of her consulting agreement for providing

advisory services from April 2023 to October 22, 2023 plus her director fees from October 23, 2023 to March 31, 2024 (ii) stock options

to purchase 42,300 shares of our common stock.

amount reported for Mr.

Keijsers represents (i) advisory fees paid to him pursuant to the terms of our consulting agreement with

Arnhem Consulting Limited for providing advisory services from April 2023 to October 22, 2023 plus his director fees from September

15, 2023 to March 31, 2024, (ii) stock options to purchase 42,300 shares of our common stock.

amount reported for Berndt Hauptkorn represents (ii) his director fees from September 15, 2023 to March 31, 2024, (ii) stock options

to purchase 36,000 shares of our common stock.

amount reported in this column for Tim Nixdorff represents (i) his director fees from January 1, 2024 to March 31, 2024, (ii) stock

options to purchase 36,000 shares of our common stock.

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.

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.

The consulting

agreement with Ms.

Barwin was terminated in October 2023 and replaced by an independent director agreement, described below under “—

Independent Director Compensation.”

Consulting Limited (Andre Keijsers)

through PMA, were party to a consulting agreement with Arnhem Consulting Limited (“Arnhem”), a company controlled by Andre

Keijsers, dated February 28, 2017, pursuant to which Arnhem was entitled to receive £3,200 per month for services rendered.

consulting agreement was terminated in October 2023 as a result of Mr.

Keijsers becoming a director of the Company.

Gottschalk is entitled to receive fees for services rendered amounting to £12,000 per month.

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.

Director Compensation

September 15, 2023, we entered into an Independent Director Agreement with Andre Keijsers, pursuant to which Mr.

Keijsers will receive

an annual cash fee of $50,000, and an initial grant of stock options to purchase 30,000 shares of our common stock pursuant to the 2021

On March 5, 2024, we granted Mr.

Keijsers an additional 13,200 stock options for services to be rendered.

We will pay the annual

cash compensation fee to Mr.

Keijsers in monthly installments no later than the 15th of each such calendar month, commencing on October

23, 2023, pro-rated for the initial and last payments, if applicable.

The options will vest annually over a four-year period starting

from the agreement date, with such vesting subject to Independent Director Agreement not having been terminated at the time of vesting

and the other terms and conditions of the 2021 Plan or successor plan as well as the applicable stock option agreement between us and

The options will have an exercise price equal to the Fair Market Value (as defined in the 2021 Plan) as of the date on

which the options will be granted and an exercise period of five years from the date of the Independent Director Agreement.

reimburse Mr.

Keijsers for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance

of his duties for us.

As also required under the Independent Director Agreement, we have separately entered into standard indemnification

agreements with Mr.

September 15, 2023, we entered into an Independent Director Agreement with Berndt Hauptkorn, pursuant to which Mr.

Hauptkorn will receive

an annual cash fee of $50,000, and an initial grant of stock options to purchase 30,000 shares of our common stock pursuant to the 2021

On March 5, 2024, we granted Mr.

Hauptkorn an additional 6,000 stock options for services to be rendered.

We will pay the annual

cash compensation fee to Mr.

Hauptkorn in monthly installments no later than the 15th of each such calendar month, commencing on October

23, 2023, pro-rated for the initial and last payments, if applicable.

The options will vest annually over a four-year period starting

from the agreement date, with such vesting subject to Independent Director Agreement not having been terminated at the time of vesting

and the other terms and conditions of the 2021 Plan or successor plan as well as the applicable stock option agreement between us and

The options will have an exercise price equal to the Fair Market Value (as defined in the 2021 Plan) as of the date on

which the options will be granted and an exercise period of five years from the date of the Independent Director Agreement.

reimburse Mr.

Hauptkorn for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance

of his duties for us.

As also required under the Independent Director Agreement, we have separately entered into standard indemnification

agreements with Mr.

January 18, 2024, we entered into an Independent Director Agreement with Tim Nixdorff, pursuant to which Mr.

Nixdorff will receive an

annual cash fee of $50,000, and an initial grant of stock options to purchase 30,000 shares of our common stock pursuant to the 2021

On March 5, 2024, we granted Mr.

Nixdorff an additional 6,000 stock options for services to be rendered.

We will pay the annual

cash compensation fee to Mr.

Nixdorff in monthly installments no later than the 15th of each such calendar month, commencing on October

23, 2023, pro-rated for the initial and last payments, if applicable.

The options will vest annually over a four-year period starting

from the agreement date, with such vesting subject to Independent Director Agreement not having been terminated at the time of vesting

and the other terms and conditions of the 2021 Plan or successor plan as well as the applicable stock option agreement between us and

The options will have an exercise price equal to the Fair Market Value (as defined in the 2021 Plan) as of the date on

which the options will be granted and an exercise period of five years from the date of the Independent Director Agreement.

reimburse Mr.

Nixdorff for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance

of his duties for us.

As also required under the Independent Director Agreement, we have separately entered into standard indemnification

agreements with Mr.

October 23, 2023, we entered into an Independent Director Agreement with Tracy Barwin, pursuant to which Ms.

Barwin will receive an annual

cash fee of $50,000, and an initial grant of stock options to purchase 30,000 shares of our common stock pursuant to the 2021 Plan.

March 5, 2024, we granted Mr.

Keijsers an additional 13,200 stock options for services to be rendered.

We will pay the annual cash compensation

Barwin in monthly installments no later than the 15th of each such calendar month, commencing on October 23, 2023, pro-rated

for the initial and last payments, if applicable.

The options will vest annually over a four-year period starting from the agreement

date, with such vesting subject to Independent Director Agreement not having been terminated at the time of vesting and the other terms

and conditions of the 2021 Plan or successor plan as well as the applicable stock option agreement between us and Ms.

will have an exercise price equal to the Fair Market Value (as defined in the 2021 Plan) as of the date on which the options will be

granted and an exercise period of five years from the date of the Independent Director Agreement.

We will also reimburse Ms.

pre-approved reasonable business-related expenses incurred in good faith in connection with the performance of her duties for us.

also required under the Independent Director Agreement, we have separately entered into standard indemnification agreements with Ms.

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.

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.

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.

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.

Equity Awards at Fiscal Year-End

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(unexercisable)

Max Gottschalk

Andre Keijsers

Berndt Hauptkorn

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

Executive Officers

named executive officers for the fiscal year ended March 31, 2024 set forth in this annual report (the “Named Executive Officers”)

are Mark Buckley, Jane Gottschalk and Jeff Clayborne.

the fiscal year ended March 31, 2025, our named executive officers (“Named Executive Officers”) include the following individuals

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.

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

Compensation Table

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

Applying this formula to the fiscal

year ended March 31, 2024, £1.00 was equal to $1.2569.

Principal Position

1,230,000 (3)

Chief Executive Officer

Jeff Clayborne (1)

1,183,706 (7)

Chief Financial Officer

Jane Gottschalk

1,054,668 (8)

Chief Creative Officer

and Principal Position

Other Compensation ($)

Executive Officer (until Jan.

Financial Officer (Oct.

Creative Officer

Financial Officer (from Feb.

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

actual earnings for the fiscal year ended March 31, 2024.

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

March 5, we granted Mr.

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

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 unit vests equally over four years on the anniversary date of his

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

contractual start date.

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agreement at an exercise price of $4.10 per share.

The option is not currently vested and will vest equally over four years from

his contractual start day and will expire on March 4, 2034.

The options were forfeited upon his termination on January 31, 2025.

March 5, 2024, we granted Ms.

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on March 4, 2029.

amount reported in this column for Ms.

Gottschalk represents consulting fees paid to her pursuant to the terms of her consulting

agreement for the five-month period from April 2022 to August 2022.

Effective September 1, 2022, Ms.

Gottschalk became an employee

February 3, 2025, we entered into an employment agreement with Mr.

Weerasinghe for his service as Chief Financial Officer and Chief

Operating Officer, which provides for a base salary of £300,000 per year and a sign-on bonus of £20,000 paid on his start

He is eligible for a performance bonus of up to 50% of base salary.

On February 3, 2025, we granted Mr.

Weerasinghe 300,000

RSUs under the 2021 Equity Incentive Plan at a grant date fair value of $0.80 per unit.

The RSUs will vest as follows:

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

Executive Officers

October 21, 2022, we entered into a Contract of Employment, through PMUK, for Mr.

Buckley to serve as our Chief Executive Officer and

our former acting Chief Financial Officer, commencing November 7, 2022.

Buckley served as acting Chief Financial Officer until October

Pursuant to the terms of the agreement, Mr.

Buckley is entitled to receive an annual base salary of £250,000 and is eligible

to receive performance-based bonuses, and is entitled to receive, but has not yet been granted, options to purchase 300,000 shares of

our common stock, vesting over a period of 4 years.

The options were to be granted at $0.01, which is below fair market value, therefore,

the Company issued Mr.

Buckley RSUs under the same terms and conditions of the options.

In connection with his employment, Mr.

also serves as a member of our board of directors.

Buckley may terminate for any reason upon 3 months’ prior written notice.

We may also, at our sole discretion, terminate

the agreement at any time and with immediate effect by paying Mr.

Buckley an amount equal to the base salary he would have been entitled

to receive during the notice period.

In addition, we may terminate the agreement without notice if there is (a) serious or persistent

breach of any terms of his employment (b) gross misconduct or any conduct tending to bring himself or us into disrepute or (c) acts of

dishonesty, whether relating to us, an employee, a customer or otherwise.

Buckley provides that he will be subject to certain non-solicitation provisions relating to customers, suppliers and/or employees of

the Company during his employment and for a 12-month period following the termination of his employment.

of March 31, 2024, Mr.

Buckley held 75,000 shares of our common stock.

September 7, 2022, we entered into a Contract of Employment, through PMUK, for Ms.

Gottschalk to serve as our Chief Creative Officer

commencing September 1, 2022.

Pursuant to the terms, Ms.

Gottschalk is entitled to receive an annual base salary of £200,000 and

was eligible to receive a guaranteed bonus of £50,000 payable on the first anniversary of her employment.

Gottschalk has waived

her right to receive such bonus.

Future bonuses are dependent upon individual and company performance.

Gottschalk may terminate the Contract of Employment for any reason upon 3 months’ prior written notice.

at our sole discretion, terminate the agreement at any time and with immediate effect by paying Ms.

Gottschalk an amount equal to the

base salary she would have been entitled to receive during the notice period.

In addition, we may terminate the agreement without notice

if there is (a) serious or persistent breach of any terms of his employment (b) gross misconduct or any conduct tending to bring herself

or us into disrepute or (c) acts of dishonesty, whether relating to us, an employee, a customer or otherwise.

Gottschalk provides that she will be subject to certain non-solicitation provisions relating to customers, suppliers and/or employees

of the Company during her employment and for a 12-month period following the termination of her employment.

of March 31, 2024, Ms.

Gottschalk held options to purchase 368,172 shares of our common stock.

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.

Gottschalk through PMUK for her role as Chief Creative Officer, effective

September 1, 2022.

She receives an annual base salary of £200,000 and was eligible for a £50,000 guaranteed bonus on her

first anniversary, which she waived.

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.

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

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

is subject to 12-month post-termination non-solicitation restrictions.

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.

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 (the “Effective Date”), we entered into an Employment Agreement for Mr.

Clayborne to serve as our Chief

Financial Officer, commencing as of such date, which was amended on January 22, 2024.

Pursuant to the terms, Mr.

Clayborne is entitled

to receive an annual base salary of $275,000 and is eligible to receive an annual bonus;

provided, however, that the decision to provide

any annual bonus and the amount and terms of any annual bonus will be in the sole and absolute discretion of our board of directors and

the compensation committee.

Clayborne is also eligible to participate in the 2021 Plan and pursuant to his employment, is entitled to receive, subject to approval

by our board of directors, options to purchase 300,000 shares of our common stock on the Effective Date, vesting annually over four years

in equal installments, with the first vesting on the first anniversary of the Effective Date, with an exercise price equal to the Fair

Market Value (as defined in the 2021 Plan) as of the date on which the options will be granted, which stock options will expire five

years from the Effective Date.

agreement will continue until the second anniversary thereof, unless terminated earlier;

provided that, on such second anniversary of

the Effective Date and each annual anniversary thereafter, the agreement will be automatically extended, upon the same terms and conditions,

for successive one-year periods, unless either party provides written notice of its intention not to extend the term of the agreement

at least 30 days prior to the applicable anniversary date.

Clayborne may terminate the agreement for any reason upon 30 days’ advance written notice.

Clayborne’s employment

is terminated upon either party’s failure to renew the agreement, by us for Cause (as defined in the agreement) or by Mr.

without Good Reason (as defined in the agreement), Mr.

Clayborne will be entitled to receive (i) any accrued but unpaid base salary and

accrued but unused vacation, (ii) any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding

the termination date (provided that, if Mr.

Clayborne’s employment is terminated by us for Cause, then any such accrued but unpaid

annual bonus will be forfeited), (iii) reimbursement for unreimbursed business expenses properly incurred by Mr.

Clayborne and (iv) such

employee benefits (including equity compensation), if any, to which Mr.

Clayborne may be entitled under our employee benefit plans as

of the termination date (clauses (i) through (iii), the “Accrued Amounts”).

Clayborne’s employment is terminated

by us without Cause or by Mr.

Clayborne for Good Reason, Mr.

Clayborne will be entitled to the Accrued Amounts and, subject to the terms

and conditions of the agreement, including Mr.

Clayborne’s execution of a release of claims, Mr.

Clayborne will be entitled to

receive continued base salary for three months plus a lump sum payment of $13,300.

In addition, all stock options granted to Mr.

that are scheduled to vest at the end of the annual vesting period in which such termination occurs will immediately vest upon the termination

all other, unvested options will be terminated upon such termination date.

Clayborne’s agreement provides that he will be subject to certain non-competition provisions and non-solicitation provisions relating

to customers and/or employees of the Company during his employment and for a one-year period following the termination of his employment.

The agreement also includes provisions governing Company confidential information and indemnification rights.

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 options to purchase 300,000 shares of our common stock

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 Chief Executive Officer and

former acting Chief Financial Officer.

During the fiscal year ended March 31, 2024 and March 31, 2023, we contributed £1,660 and

£330, respectively to the National Employment Savings Trust for Mr.

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.

Equity Incentive Plan

5 unchanged sentences

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

26, 2024, there were 4,299,957 shares of our common stock granted or available for grant under the 2021 Plan of which 1,496,807

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.

The number of shares of our common stock available

for issuance under the 2021 Plan also includes an annual increase on the first day of each fiscal year beginning with the fiscal year

ending March 31, 2025 and ending on (and including) the fiscal year ending March 31, 2031, in an amount equal to the least of:

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

each fiscal year beginning with the fiscal year ending March 31, 2025 and ending on (and including) the fiscal year ending March 31,

2031, in an amount equal to the least of:

shares of our common stock;

184 unchanged sentences

expiration date

Jane Gottschalk

Jeff Clayborne

shares have fully vested.

vest on the first, second, third, and fourth anniversaries from July 18, 2023.

vest on the first, second, third, and fourth anniversaries from contractual start date.

Awards are subject to the Company’s clawback policy, which was adopted on January 19, 2024 pursuant to Section

811 of the NYSE American Company Guide, Section 10D of the Exhchange Act, and Rule 10D-1 promulgated under the Exchange Act (the “Clawback

The Clawback Policy requires us to recoup incentive-based compensation from current and former executive officers in the

event of an accounting restatement, subject to certain exceptions set forth in the policy.

In addition, our board of directors, acting

as the administrator of the Clawback Policy (such administrator to be the Compensation Committee if so designated by the board of directors)

also may specify in an award agreement that the participant’s rights, payments, and benefits with respect to an award will be subject

to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events.

administrator of the Clawback Policy may require a participant to forfeit, return, or reimburse us all or a portion of the award and any

amounts paid under the award pursuant to the terms of the Clawback Policy or applicable laws.

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

Company Guide, Section 10D of the Exhchange Act, and Rule 10D-1 promulgated under the Exchange Act (the “Clawback Policy”).

The Clawback Policy requires us to recoup incentive-based compensation from current and former executive officers in the event of an

accounting restatement, subject to certain exceptions set forth in the policy.

In addition, our board of directors, acting as the administrator

of the Clawback Policy (such administrator to be the Compensation Committee if so designated by the board of directors) also may specify

in an award agreement that the participant’s rights, payments, and benefits with respect to an award will be subject to reduction,

cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events.

The administrator

of the Clawback Policy may require a participant to forfeit, return, or reimburse us all or a portion of the award and any amounts paid

under the award pursuant to the terms of the Clawback Policy or applicable laws.

administrator has the authority to amend, alter, suspend, or terminate the 2021 Plan provided such action does not materially impair

16 unchanged sentences

Plan category

Number of securities to be issued upon exercise of

outstanding options, warrants, and rights

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 to be issued upon exercise of outstanding options, warrants, and rights

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)

Equity compensation plans approved by securityholders

Equity compensation plans not approved by securityholders

Security Ownership of Certain Beneficial Owners

following table sets forth certain information regarding the beneficial ownership of our common stock as of June 26, 2024 for

each person, or group of affiliated persons, known to us to beneficially own more than 5% of the common stock.

The common stock is

our only class of voting securities which is currently outstanding.

Ownership of Certain Beneficial Owners

following table sets forth certain information regarding the beneficial ownership of our common stock as of June 30, 2025 for each person,

or group of affiliated persons, known to us to beneficially own more than 5% of the common stock.

The common stock is our only class

of voting securities which is currently outstanding.

ownership of our common stock is determined under the rules of the SEC and generally includes any shares over which a person exercises

3 unchanged sentences

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 15,653,449 shares of our common stock outstanding as of June 26, 2024, In computing

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

3 unchanged sentences

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

Mark Tompkins (1)

address of Mr.

Tompkins is App 1, Via Guidino 23, 6900 Lugano-Paradiso, Switzerland.

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

Ownership of Management

following table sets forth certain information regarding the beneficial ownership of our common stock as of June 26, 2024 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 307 Canalot Studios, 222 Kensal Rd, London W10 5BN, United Kingdom,

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,

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

Title of Class

Name and address of Beneficial Owner

Amount and Nature of Beneficial

Named Executive Officers and Directors:

Max Gottschalk (2)

Mark Buckley (3)

Jeff Clayborne (4)

Jane Gottschalk (5)

Andre Keijsers (6)

Berndt Hauptkorn (7)

Tracy Barwin (8)

Tim Nixdorff (9)

All directors and executive officers as a group (8 persons)

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

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

16,600 shares of common stock issuable held directly;

(iv) 16,600 shares of common stock held by Mr.

Gottschalks spouse, Jane Gottschalk;

(v) 143,172 shares of common stock issuable upon the exercise of stock options by Mr.

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;

(vi) The total excludes 50,000 shares of our common stock underlying stock options not exercisable within 60 days of June 26, 2024;

and (vii) The total excludes 225,000 shares of our common stock underlying stock options not exercisable within 60 days of June 26,

2024 held by Mr.

Gottschalks spouse, Jane Gottschalk.

of 92,000 shares of common stock held directly.

The total excludes 225,000 restricted stock units that will not vest within 60 days

of June 26, 2024.

of 418 shares of common stock held directly.

The total excludes 300,000 shares of our common stock underlying stock options not exercisable

within 60 days of June 26, 2024.

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

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

16,600 shares of common stock issuable held directly;

(iv) 68,172 shares of common stock issuable upon the exercise of stock options;

(v) 75,000 shares of common stock issuable upon the exercise of stock options that will vest within 60 days of June 26, 2024;

16,600 shares of common stock held by Ms.

Gottschalks spouse, Max Gottschalk;

(vii) The total excludes 225,000 shares of our common

stock underlying stock options not exercisable within 60 days of June 26, 2024;

and (viii) The total excludes 50,000 shares of our

common stock underlying stock options not exercisable within 60 days of June 26, 2024 held by Ms.

Gottschalks spouse, Max Gottschalk.

of 14,645 shares of common stock held directly.

The total excludes 43,200 shares of our common stock underlying stock options not

exercisable within 60 days of June 26, 2024.

of 1,600 shares of common stock held directly.

The total excludes 36,000 shares of our common stock underlying stock options not

exercisable within 60 days of June 26, 2024.

of 83 shares of common stock held directly.

The total excludes 43,200 shares of our common stock underlying stock options not exercisable

within 60 days of June 26, 2024.

(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.

The total excludes 36,000 shares of our common stock underlying stock options not

exercisable within 60 days of June 26, 2024.

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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

As of March 31, 2023, $22 of such expenses was unpaid and included in accrued

expenses in our consolidated financial statements contained elsewhere in this Annual Report.

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

March 31, 2025

March 31, 2024

(Amounts in thousands)

Max Gottschalk

Jane Gottschalk

(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 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.

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£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.

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.

The consulting

agreement with Ms.

consulting agreement with Ms.

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

Consulting Limited (Andre Keijsers)

through PMA, were party to a consulting agreement with Arnhem Consulting Limited (“Arnhem”), a company controlled by Andre

Keijsers, dated February 28, 2017, pursuant to which Arnhem was entitled to receive £1,200 per month for services rendered.

consulting agreement with Mr.

Keijsers was terminated in September 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.

Approval or Ratification of Transactions with Related Parties

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

following table shows the fees that we paid for audit and other services provided by Weinberg & Company, P.A.

and CohnReznick LLP,

our independent registered public accounting firms for fiscal years ended 2024 and 2023, respectively.

following table shows the fees that we paid for audit and other services provided by Weinberg & Company, P.A., our independent registered

public accounting firm for fiscal years ended 2025 and 2024, respectively (amounts in thousands).

Audit Related Fees

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to Financial Statements

of Independent Registered Public Accounting Firm (PCAOB Firm ID:

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID:

Financial Statements:

Sheets as of March 31, 2024 and March 31, 2023

of Operations for the years ended March 31, 2024 and 2023

of Changes in Stockholders’ Equity (Deficit) for the years ended March 31, 2024 and 2023

of Cash Flows for the years ended March 31, 2024 and 2023

to Consolidated Financial Statements for the years ended March 31, 2024 and 2023

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

Notes to Consolidated Financial Statements for the years ended March 31, 2025 and 2024

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit),

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

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

Company as of March 31, 2024 and 2023, 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.

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

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

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 statements.

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.

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 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.

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.

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

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As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an

opinion on the effectiveness of the Company’s internal control over financial reporting.

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable

basis for our opinion.

have served as the Company’s auditor since 2023.

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BALANCE SHEETS

in thousands, except share per share data)

in thousands, except share and per share data)

March 31, 2025

March 31, 2024

Current assets:

Cash and cash

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Inventories, net

and other current assets

Prepaid and other current assets

Total current assets

Operating lease right-of-use

Property and equipment,

non-current assets

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Long term assets:

Operating lease right-of-use assets

Property and equipment, net

Other non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

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Trade finance facility

Convertible debt obligations

Operating lease liability,

Short-term borrowings, net

Operating lease liabilities, current

Unearned revenue

Total current liabilities

Long term liabilities:

lease liability, non-current

Operating lease liabilities, non-current

Total liabilities

Commitments and contingencies

Stockholders’ equity (deficit)

Common stock, $ 0.0001

par value, 100,000,000

shares authorized:

and 4,824,352

shares issued and outstanding as of March 31, 2024 and March

31, 2023, respectively

Series A and Series B convertible

preferred stock;

$ 0.0001 par value;

10,000,000 share authorized:

0 and 6,513,780 shares issued and outstanding as of March 31, 2024

and March 31, 2023, respectively

Commitments and contingencies (see Note 14)

Stockholders’ 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:

19,291,000 and 15,653,449 shares issued and outstanding as of March 31, 2025 and 2024, respectively

Additional paid-in-capital

Accumulated other comprehensive

(loss)/income

stockholders’ equity (deficit)

liabilities and stockholders’ equity (deficit)

Accumulated other comprehensive loss

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these consolidated financial statements

MOMENT LTD AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

in thousands, except share and per share data)

of goods sold

Operating expenses:

Selling, general and administrative

general and administrative expenses

and advertising expenses

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from operations

Other income (expense),

Interest expense

currency transactions gains

Total other income (expense),

Loss before income tax provision

Income tax provision

Other comprehensive (losses) gains

currency translation (loss) gains

income (expense), net

currency transactions (loss) gain

other expense, net

comprehensive losses

currency translation gain (loss)

Comprehensive

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MOMENT LTD AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

STATEMENTS OF STOCKHOLDERS’ EQUITY

the Years Ended March 31, 2025 and 2024

(Amounts in thousands,

except share data)

Income (Loss)

in thousands, except share data)

AA Convertible

Comprehensive

Stock holders’

Balance -March 31, 2022

Stock compensation expense for employee vested

Issuance of common stock to consultants

Issuance of preference shares for cash

Foreign currency translation adjustment

Balance - March 31,

Stock compensation expense for employee vested

RSUs and options

Issuance of common stock for cash

Sale of common stock from public offering

Issuance of common stock upon conversion

of convertible debt and accrued interest

Issuance of common stock upon conversion

of series A convertible stock

( 5,323,782 )

Issuance of common stock upon conversion

of series B convertible stock

( 1,189,998 )

Foreign currency translation adjustment

Balance – March

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

accompanying notes are an integral part of these consolidated financial statements

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in thousands)

the Year Ended

March 31, 2025

March 31, 2024

Operating Activities:

Adjustments to reconcile

net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

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Inventory reserve

Unrealized foreign exchange

Stock based compensation

– legal and consulting services

Realized foreign exchange (gain) loss

Stock based compensation

Amortization of stock-based marketing services

Amortization of convertible

debt finance costs

Accrued interest

Effect of changes in assets

and liabilities:

Accounts receivable

Prepaid and other current

Operating lease right of

Amortization of stock-based marketing services shares issued for services

Amortization of debt finance costs

Effect of changes in assets and liabilities:

Accounts receivable, net

Inventories, net

Prepaid and other current assets

Operating lease right-of-use assets

Other non-current assets

Operating lease right-of-use

Operating lease right-of-use liability

Trade payables

Accrued expenses

Unearned revenue

Net cash used in operating activities

Investing Activities:

of property and equipment

Purchases of property and equipment

Net cash used by investing activities

Financing Activities:

Proceeds from initial public

Proceeds from sale of common

Proceeds from issuance

of preference shares, net

Proceeds from convertible

debt obligations, net

Repayment of shareholder

Proceeds from trade

finance facility

Repayment of trade finance

of other borrowings, net

Proceeds from initial public offering

Proceeds from sale of common stock

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 short-term borrowings, net

Repayment of short-term borrowings

Net cash provided by financing activities

Effect of Exchange Rate

Changes on Cash

Effect of Exchange Rate Changes on Cash

Net change in cash

Cash - beginning of period

Cash - end of period

Supplemental disclosures

of cash flow information:

Interest paid on borrowings

and bank loans

Corporation tax received

Supplemental disclosure

of non-cash investing and financing activities:

Conversion of convertible

debt and accrued interest to common stock

Recognition of operating

lease right of use assets and lease obligations

Cash and cash equivalents and restricted cash - beginning of period

Cash and cash equivalents and restricted cash - end of period

Supplemental disclosures of cash flow information:

Interest paid on borrowings and bank loans

Reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows

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

Offset of deferred offering

costs to proceeds received

accompanying notes are an integral part of these consolidated financial statements

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THE YEARS ENDED MARCH 31, 2025 AND 2024

(Unless otherwise indicated, dollar amounts in thousands)

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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activewear collections under the brand name Perfect Moment.

The Company’s collections are sold directly to customers through ecommerce,

sales to wholesale accounts and through other sales partnerships.

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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owned subsidiaries.

The figures in the notes to the financials are presented in thousands, therefore the 000’s are removed.

The figures in the notes to the financials are presented in thousands.

to GAAP issued by the FASB in these accompanying notes to the financial statements are to the Financial Accounting Standard Board (“FASB”)

Accounting Standards Codification (“ASC”).

The financial statements have been prepared assuming the Company will continue

as a going concern.

of consolidation

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Perfect Moment Asia

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

Moment TM Sarl.

All intercompany balances and transactions have been eliminated.

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

(“PMUSA”), and Perfect

Moment TM Sarl (“PMTM”).

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets

and the satisfaction of liabilities and commitments in the ordinary course of business.

March 31, 2024, 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 $ 8,722 for

the year ended March 31, 2024 and used cash in operations of $ 4,453 during

As of March 31, 2024, the Company

had an accumulated deficit of $ 48,977 .

factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying Consolidated Financial

Statements do not include any adjustments as a result of this uncertainty.

Management’s plans to alleviate the conditions that

raise substantial doubt include:

out short-term loans and debt factoring to assist with working capital shortfalls

sources of long-term funding in the private markets and additional equity financing

monitoring the collection of debts

and plans in place to deliver improved margins in the next financial year

Company’s ability to continue as a going concern for 12 months from the date these Consolidated Financial Statements were available

to be issued is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not

been able to accomplish to date, and to obtain additional capital financing.

No assurance can be given that the Company will be successful

in these efforts mentioned above.

the year ended March 31, 2024, the Company generated net proceeds totaling $ 8,188

from the sale of our common stock and converted all outstanding convertible debt obligations to equity as part of our initial

public offering (“IPO”).

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

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

In order to finance

these opportunities and associated costs, it is possible that the Company would need to raise additional financing if working capital

is insufficient to support its business needs.

While there can be no assurances, the Company intends to raise such capital through additional

short-term loan issuances, debt factoring, and additional equity raises.

If additional financing is required from outside sources, the

Company may not be able to raise it on terms acceptable to it or at all.

If the Company is unable to raise additional capital on acceptable

terms when needed, its product development , results of operations and financial condition would be materially and adversely affected.

a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s

Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern , management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s

ability to continue as a going concern through twelve months from the date these consolidated financial statements are available to be

These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the

classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Growth Company

Company is expected to be 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

the JOBS Act, until such time as to those standards apply to private companies.

The Company has elected to use this extended transition

period for complying with new or revised accounting standards that have different effective dates for public and private companies until

the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended

transition period provided in the JOBS Act.

As a result, these consolidated financial statements may not be comparable to companies that

comply with the new or revised accounting pronouncements as of public company effective dates.

preparation of the consolidated financial statements in conformity with U.S.

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have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that

management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these financial

Significant estimates inherent in the preparation of the consolidated financial statements include reserves for uncollectible

accounts receivables, realizability of inventory;

customer returns;

useful lives and impairments of long-lived tangible and intangible

realization of deferred tax assets and related uncertain tax positions;

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.

majority of the Company’s revenue is recognized at a point in time based on the transfer of control.

In addition, the majority

of the Company’s contracts do not contain variable consideration and contract modifications are minimal.

The majority of the Company’s

revenue arrangements generally consist of a single performance obligation to transfer promised goods.

Revenue is reported net of markdowns,

discounts and sales taxes collected from customers on behalf of taxing authorities.

Revenue is also presented net of an allowance for

expected returns where contracts include the right of return.

Company estimates returns on an ongoing basis to estimate the consideration from the customer that the Company expects to ultimately

Consideration in determining the Company’s estimates for returns may include agreements with customers, the Company’s

return policy and historical and current trends.

The Company records the returns as a reduction to net sales in its consolidated statements

of operations and the recognition of a provision for returns within accrued expenses in its consolidated balance sheets and the estimated

value of inventory expected to be returned as an adjustment to inventories, net.

As of March 31, 2024 and 2023, the returns provision

was $ 346 and $ 366 , respectively.

is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers.

The following

table details the revenue split:

OF REVENUE SPLIT

management believes will materially affect the methodology or assumptions utilized in making these estimates and judgments in these consolidated

financial statements.

Significant estimates inherent in the preparation of the consolidated financial statements include reserves for

uncollectible accounts receivables, realizability of inventory;

sales reserves;

useful lives and impairments of long-lived assets;

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.

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

The Company generally experiences greater sales during

its last three fiscal quarters, primarily driven by ski and outerwear sales being higher during the winter months and the Company’s

customers concentrated in the northern hemisphere, and the lowest sales during its first fiscal quarter.

are recognized when the Company’s performance obligations are satisfied as evidenced by transfer of control of promised goods to

customers or consumers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those

goods or services.

Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits

from, the product.

This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

For transactions within the Company’s wholesale channel, control generally transfers to the customer upon shipment to, or upon

receipt by, the customer depending on the terms of sale with the customer.

For inventories sold on consignment to wholesalers, the Company

records revenue when the inventory is sold to the third-party customer by the wholesaler.

For transactions within the Company’s

direct-to-consumer (“DTC”) channel, control generally transfers to the consumer at the time of sale within retail stores

and generally upon receipt by the consumer with respect to e-commerce transactions.

In certain arrangements the Company receives payment

before the customer receives the promised good.

These payments are initially recorded as deferred revenue, a contract liability, and

recognized as revenue in the period when control is transferred to the customer.

amount of consideration the Company expects to be entitled to receive and recognize as revenue, net across both wholesale and DTC channels

varies with changes in sales returns, other accommodations and incentives offered.

The Company estimates expected sales returns and other

accommodations, such as chargebacks and markdowns, and records a sales reserve to reduce revenue .

These estimates are based on

historical rates of product returns and claims, as well as events and circumstances that indicate changes to such historical rates are

However, actual returns and claims in any future period are inherently uncertain and thus may differ from estimates.

result, the Company adjusts estimates of revenue at the earlier of when the most likely amount of consideration the Company expects to

receive changes or when the amount of consideration becomes fixed.

If actual or expected future returns and claims are significantly

different than the sales reserves established, the Company records an adjustment to revenue, net in the period in which it made such

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.

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

the Company’s partners.

Company may issue merchant credits, which are essentially refund credits.

The merchant credits are initially deferred and subsequently

recognized as revenue when tendered for payment.

Company expenses sales commissions when incurred, which is generally at the time of sale, because the amortization period would have

been one year or less.

These costs are recorded within selling, general and administrative expenses on the accompanying statements of

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

the accompanying consolidated balance sheets.

recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf

of local taxing authorities.

the years ended March 31, 2025 and 2024 revenue, net recognized from performance obligations related to prior periods were not material.

Revenue, net expected to be recognized in any future period related to remaining performance obligations is not material.

Disaggregated

following table disaggregates the Company’s revenue, net by channel and geographic location:

OF REVENUE NET BY CHANNEL AND GEOGRAPHICAL LOCATION

March 31, 2025

March 31, 2024

Channel revenue, net

Wholesale revenues

Ecommerce revenues

is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers.

Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product.

This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

For direct-to-consumer

ecommerce revenue, the Company receives payment before the customer receives the promised goods.

Revenue is only recognized once the

goods have been delivered to the customer.

Sales to wholesale customers are recognized when the customer has control which will depend

on the agreed upon International Commercial Terms (“inco-terms”).

For inventories sold on consignment to wholesalers, the

Company records revenue when the inventory is sold to the third-party customer by the wholesaler.

The Company may issue merchant credits,

which are essentially refund credits.

The merchant credits are initially deferred and subsequently recognized as revenue when tendered

of goods sold

of goods sold includes the cost of purchased merchandise, which includes:

and production costs including raw material and labor as applicable;

cost incurred to deliver inventory to the Company’s third-party distribution centers including freight, non-refundable taxes,

duty, and other landing costs;

service fees of the Company’s third-party fulfillment and distribution centers;

for inventory.

receivable primarily arise out of sales to wholesale accounts and ecommerce partners.

The allowance for doubtful accounts represents

management’s best estimate of probable credit losses in accounts receivable using the incurred loss methodology.

Receivables are

written off against the allowance when management believes that it is probable the amount receivable will not be recovered.

Additionally,

the Company records higher allowances in the first and third quarters following its peak sales seasons after the Company determines it

to be probable that it will not collect the related receivables.

As of March 31, 2024 and 2023, the Company had $ 558 and $ 341 , respectively,

in allowances for doubtful accounts.

Accounts Receivable, net of allowances, as of March 31, 2024 and 2023 was $ 1,035 and $ 997 , respectively.

concentration

the Company is organized fundamentally as one business segment, the Company’s revenues are primarily split between three geographic

the U.S., Europe and the United Kingdom (the “U.K.”).

Customers in these regions are served by our leadership, production

and operations teams in the U.K.

and Hong Kong.

table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest

of the world:

OF NET REVENUE FROM GEOGRAPHIC AREAS

(excluding United Kingdom)

long-lived assets of the Company primarily relate to property and equipment, intangible assets and operating lease right-of-use assets

and Hong Kong.

Total long-lived assets as of March 31, 2024 were $ 557 and $ 98 in the U.K.

and Hong Kong, respectively.

of March 31, 2023, total long-lived assets were $ 1,086 in the UK and $ 56 in Hong Kong.

concentration

the years ended March 31, 2024 and 2023, the largest single supplier of manufactured goods, Everich Garments Group Ltd., produced 75 %

and 72 %, respectively, of the Company’s products.

For the years ended March 31, 2024 and 2023, the largest fabric supplier, Toray

International Inc., supplied 79 % and 70 %, respectively, of the fabric used to manufacture the Company’s products.

Retail revenues

Partnership revenues

Total revenue, net

Geographic location revenue, net

Europe (excluding United Kingdom)

United States

United Kingdom

Rest of the world

Total revenue, net

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.

general and administrative expenses

general and administrative expenses consist of personnel-related costs, depreciation and amortization, occupancy, warehousing, professional

fees, technology, human resources, legal, and other selling and general operating expenses related to the Company’s business functions.

Selling, general and administrative expenses also include costs associated with the handling of inventory and warehousing costs associated

with the operation of the Company’s third-party fulfillment and distribution centers.

and advertising expenses

and advertising expenses consist of agency, contractor and consulting expense, content production, promotional operating expense, and

advertising costs.

costs, including the costs to produce advertising, are expensed in the period incurred.

Total advertising expense was $ 1,646 and $ 1,446

for the years ended March 31, 2025 and 2024, respectively.

and cash equivalents and restricted cash

and cash equivalents consist of cash on hand and bank balances with original maturities of three months or less.

The Company has not

experienced any losses related to these balances, and management believes the Company’s credit risk to be minimal.

cash consists of cash deposits and certificate of deposits under the Company’s trade finance facility (see Note 8).

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 .

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

As of March 31, 2025, we do not believe we have any significant

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.

receivable and allowance for credit losses

receivable primarily arise out of sales customers.

The allowance for credit losses is an amount equal to the estimated probable losses

net of recoveries in accounts receivable using the incurred loss methodology.

After considering current economic conditions and specific

and financial stability of its customers, an allowance for credit losses is maintained in the consolidated balance sheet at a level which

management believes is sufficient to cover all probable future credit losses as of the balance sheet date based on specific reserves

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.

Concentration

the twelve months ended March 31, 2024, we had one customer that accounted for approximately 13 %

of total revenues individually and in aggregate.

accounts receivable balance for this customer

as of March 31, 2024.

The Company has ended its wholesale relationship with this customer as part of a broader strategy to enhance our

relationships with our entire customer base.

the twelve months ended March 31, 2023, we had one customer that accounted for approximately 12 % or $ 2,786 of total revenues individually

and in aggregate.

The related accounts receivable balance for this customer was approximately $ 41 as of March 31, 2023.

Accounts receivable

the twelve months ended March 31, 2024, we had two customers that accounted for approximately 27 % of total accounts receivable.

twelve months ended March 31, 2023, we had one customer that accounted for approximately 18 % of total accounts receivable.

Accounts payable

March 31, 2024, the three largest accounts payable accounts to our vendors represented 15 %, 7 % and 6 %, respectively.

On March 31, 2023,

the three largest accounts payable accounts to our vendors represented 56 %, 5 % and 3 %, respectively.

of credit risk :

the years ended March 31, 2025 and 2024, the largest single supplier of the Company’s manufactured goods produced 39 % and 75 %,

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,

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.

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

is determined on a first-in, first-out basis, and includes all costs incurred to deliver inventory to the Company’s third-party

fulfillment and distribution centers, including freight, non-refundable taxes, duty and other landing costs.

Company periodically reviews its inventories and makes a provision as necessary to appropriately value goods that are obsolete, have

quality issues, or are damaged.

The amount of the provision is equal to the difference between the cost of the inventory and its net

realizable value based upon assumptions about product quality, damages, future demand, selling prices, and market conditions.

in market conditions result in reductions in the estimated net realizable value of its inventory below its previous estimate, the Company

would increase its provision in the period in which it made such a determination.

addition, the Company provides for inventory shrinkage based on historical trends from actual physical inventory counts.

Inventory shrinkage

estimates are made to reduce the inventory value for lost or stolen items.

The Company performs physical inventory counts and cycle counts

throughout the year and adjusts the shrink provision accordingly.

and other current assets

recorded in prepaid and other current assets consist of employee advances, unbilled accounts receivable, prepaid insurance, and other

current assets, all of which are expected to be realized within one year from the reporting period.

and Equipment

plant and equipment are recorded at cost less accumulated depreciation.

Cost consists of purchase price, conversion cost and estimated

cost of dismantling and restoration.

Expenditure such as repairs and maintenance, overhaul costs and borrowing costs are normally charged

to profit or loss when they are incurred.

Expenditures resulting in increases in the future economic benefits of the property, plant

and equipment are capitalized.

& Website Development costs are for applications and software with respect to operating our business.

For such projects, planning

cost and other costs related to the preliminary project stage, as well as costs incurred for post-implementation activities, are expensed

We capitalize costs incurred during the application development phase only when we believe it is probable the development

will result in new or additional functionality.

The types of costs capitalized during the application development phase include fees

incurred with third parties for consulting, programming and other development activities performed to complete the software or website.

We amortize the assets on a straight-line basis over an estimated useful life of three years.

If we identify any software or website

to be abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense.

residual values and useful lives of the property, plant and equipment are reviewed when there are indications that the residual value

or useful life of an asset has significantly changed following the end of the previous reporting period.

If necessary, the residual value,

depreciation method or useful life of that asset is amended prospectively to reflect the new expectation.

The following estimated useful

lives are used for the depreciation of property, plant and equipment:

OF ESTIMATED USEFUL LIVES IN PROPERTY AND EQUIPMENT

Furniture and Fixtures

Straight-line

Office Equipment

Straight-line

Leasehold Improvements

Straight-line

Software & Website Development

Straight-line

Computer Equipment

Straight-line

lease commencement, which is generally when the Company takes possession of the asset, the Company records a lease liability and corresponding

right-of-use asset.

Lease liabilities represent the present value of minimum lease payments over the expected lease term, which includes

options to extend or terminate the lease when it is reasonably certain those options will be exercised.

The present value of the lease

liability is determined using the Company’s incremental borrowing rate as of lease commencement.

Minimum lease payments include

base rent, fixed escalation of rental payments, and rental payments that are adjusted periodically depending on a rate or index.

components are generally services that the lessor performs for the Company associated with the leased asset, such as common area maintenance.

assets represent the right to control the use of the leased asset during the lease and are initially recognized in an amount equal to

the lease liability.

In addition, prepaid rent, initial direct costs, and adjustments for lease incentives are components of the right-of-use

Over the lease term, the lease expense is amortized on a straight-line basis beginning on the lease commencement date.

A right-of-use

asset and lease liability are not recognized for leases with an initial term of 12 months or less, and the lease expense is recognized

on a straight-line basis over the lease term.

As of March 31, 2024 and March 31, 2023, the Company has four property leases, which are

all accounted for as operating leases under ASC 842.

Short-term leases are accounted for under the short-term lease practical expedient

assets held for use, including intangible assets with finite lives, right-of-use assets and property, plant and equipment, are evaluated

for impairment when the occurrence of events or a change in circumstances indicates that the carrying value of the assets may not be

recoverable as measured by comparing their carrying value to the estimated undiscounted future cash flows generated by their use and

eventual disposition.

Impaired assets are recorded at fair value, determined principally by discounting the future cash flows expected

from their use and eventual disposition.

Reductions in asset values resulting from impairment valuations are recognized in income in

the period that the impairment is determined.

No impairment

of long-lived assets was required for the years ended March 31, 2024 and 2023.

Company follows the liability method with respect to accounting for income taxes.

Deferred income tax assets and liabilities are determined

based on the temporary differences between the carrying amounts and the tax bases of assets and liabilities, and for tax losses, tax

credit carryforwards, and other tax attributes.

Deferred income tax assets and liabilities are measured using enacted tax rates, for

the appropriate tax jurisdiction, which are expected to be in effect when these differences are anticipated to reverse.

income tax assets are reduced by a valuation allowance, if based on the weight of available evidence, it is more likely than not that

some portion or all of the deferred tax assets will not be realized.

The evaluation as to the likelihood of realizing the benefit of

a deferred income tax asset is based on the timing of scheduled reversals of deferred tax liabilities, taxable income forecasts, and

tax-planning strategies.

The recognition of a deferred income tax asset is based upon several assumptions and forecasts, including current

and anticipated taxable income, the utilization of previously unrealized non-operating loss carryforwards, and regulatory reviews of

Company evaluates its tax filing positions and recognizes tax benefits that are considered more likely than not to be sustained

upon examination by the relevant taxing authorities based on the technical merits of the position.

This determination requires the use

of significant judgment.

Income tax expense is adjusted in the period in which an uncertain tax position is effectively settled, the

statute of limitations expires, facts or circumstances change, tax laws change, or new information becomes available.

The Company’s

policy is to recognize interest expense and penalties related to income tax matters separately as an income or expense item.

and equipment are recorded at cost less accumulated depreciation.

Cost of property and equipment consists of purchase price, conversion

cost and estimated cost of dismantling and restoration.

Expenditures such as repairs and maintenance, overhaul costs and borrowing costs

are expensed as incurred.

Expenditures that extend the useful life of an asset are capitalized.

Direct internal and external costs related

to software used for internal purposes and website development which are incurred during the application development stage or for upgrades

that add functionality are capitalized.

All other costs related to internal use software are expensed as incurred.

Property and equipment

carrying values are reviewed for impairment when events or circumstances indicate that the asset group to which the property and equipment

belong might be impaired.

following estimated useful lives are used for to depreciate property and equipment on a straight-line basis:

SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE

and website development

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).

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

In accordance

with ASC 815, we classify a warrant as equity if it is “indexed to the Company’s equity” and meets several specific

conditions for equity classification.

A warrant is not considered “indexed to the Company’s equity,” in general, when

it contains certain types of exercise contingencies or potential adjustments to its exercise price.

If a warrant is not indexed to the

Company’s equity or it has net cash settlement provisions that result in the warrants being accounted for under ASC 480, Distinguishing

Liabilities from Equity (“ASC 480”) or ASC 815, it is classified as a derivative liability which is carried on the consolidated

balance sheets at fair value with any changes in its fair value recognized in the statements of operations and comprehensive loss.

March 31, 2025 and 2024 all of the Company’s outstanding warrants were classified as equity.

Company determines if an arrangement is or contains a lease at contract inception, recording a lease liability and corresponding right-of-use

asset at lease commencement for identified leases at the lease commencement date, which is generally when the Company takes possession

of the asset.

Lease agreements may contain adjustments to lease payments based on fixed escalation clauses, an index or a rate.

agreements may also require the Company to pay real estate taxes, insurance, common area maintenance, and other costs, collectively referred

to as operating costs, in addition to lease payments.

Lease agreements also may contain lease incentives, such as tenant improvement

allowances and rent holidays.

Lease agreements can include one or more options to renew or extend the initial lease term.

of a lease renewal option is generally at the Company’s sole discretion.

The Company’s lease agreements do not contain any

material residual value guarantees or material restrictive covenants

lease liability is initially measured at the present value of the minimum fixed lease payments over the expected lease term, which includes

options to extend or terminate the lease agreement when it is reasonably certain those options will be exercised, using the Company’s

discount rate as of lease commencement.

Minimum fixed lease payments are discounted using the interest rate implicit in the lease or,

if that rate cannot be readily determined, the Company’s incremental borrowing rate.

Generally, the Company cannot determine the

interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the

lessor’s deferred initial direct costs.

Therefore, the Company generally uses its incremental borrowing rate as the discount rate

for the lease.

The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized

basis to borrow an amount equal to the lease payments under similar terms.

Because the Company does not generally borrow on a collateralized

basis, it uses market-based rates as an input to derive an appropriate incremental borrowing rate, adjusted for the lease term and the

effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease.

Company has elected the practical expedient to account for the lease and non-lease components as a single lease component.

minimum lease payments used to measure the lease liability include all of the fixed consideration in the contract.

lease payments associated with the Company’s leases are recognized upon the occurrence of the event, activity, or circumstance

in the lease agreement on which those payments are assessed.

Variable lease payments are presented in the accompanying consolidated statements

of operations and comprehensive loss in the same line item as expense arising from fixed lease payments, which is generally within selling,

general and administrative expenses.

general and administrative expenses consist of all operating costs not otherwise included in cost of goods sold or marketing and advertising

The Company’s selling, general and administrative expenses include personnel costs, sales commissions, recruitment

fees, legal and professional fees, information technology, accounting, travel and lodging, occupancy costs and depreciation and amortization.

currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency

using the spot rate at the date of the transaction with any resulting gains and losses recognized in operating expenses except for gains

and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign

currency translation adjustment in other comprehensive income or loss

functional currency for each entity included in these Consolidated Financial Statements that is domiciled outside of the United States

is generally the applicable local currency.

Assets and liabilities of each foreign entity are translated into U.S.

dollars at the exchange

rate in effect on the balance sheet date.

Revenue and expenses are translated on a monthly basis using the average rate for that month

as a close approximation.

Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is

included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in stockholders’

equity (deficit).

Company accounts for equity based awards based on ASC 505 and 718, whereby the value of the award is measured on the date of grant

and recognized as compensation expense on a straight-line basis over the vesting period.

Company measures fair value as of the grant date for options and warrants using the Black Scholes option pricing model and for common

share awards using a weighted average of the Black Scholes method and probability-weighted expected return method (PWERM).

inputs into the Black Scholes option pricing model are subjective and generally require significant judgment.

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.

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 listing 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 Q4 2024 the

company used the average of five similar companies based by one or all the following factors to determine volatility:

industry, revenue,

market capitalization.

with an initial term of 12 months or less are considered short-term leases and not recorded on the accompanying consolidated balance

The Company recognizes lease expense for short-term leases on a straight-line basis over the lease term in the same line item

as expense arising from fixed lease payments, which is generally within selling, general and administrative expenses.

assets held for use are evaluated for impairment when the occurrence of events or a change in circumstances indicate that the carrying

value of the assets may not be recoverable.

In these cases, the Company estimates the future undiscounted cash flows to be derived from

the asset or asset group to determine whether the asset or asset group is recoverable.

If the carrying value of an asset or asset group

exceeds the estimated undiscounted future cash flows, an analysis is performed to estimate the fair value of the asset or asset group.

An impairment is recorded if the fair value of the asset or asset group is less than the carrying amount.

charges of long-lived assets, if any, are classified as selling, general and administrative expenses on the accompanying consolidated

statements of operations and comprehensive loss.

The Company did not record impairment losses for the years ended March 31, 2025 and

Company is required to estimate its income taxes in each of the jurisdictions in which it operates as part of preparing the consolidated

financial statements.

This involves estimating the actual current tax in addition to assessing temporary differences resulting from differing

treatments for tax and financial accounting purposes.

These differences, together with net operating loss carryforwards and tax credits,

are recorded as deferred tax assets or liabilities on the Company’s consolidated balance sheet.

Deferred income tax assets and

liabilities are measured using enacted tax rates, for the appropriate tax jurisdiction, which are expected to be in effect when these

differences are anticipated to reverse.

judgment must then be made of the likelihood that any deferred tax assets will be recovered from future taxable income.

A valuation allowance

may be required to reduce deferred tax assets to the amount that is more likely than not to be realized.

In the event the Company determines

that it may not be able to realize all or part of its deferred tax asset in the future or that new estimates indicate that a previously

recorded valuation allowance is no longer required, an adjustment to the deferred tax asset is charged or credited to income in the period

of such determination.

Company recognizes tax positions that meet a “more likely than not” minimum recognition threshold.

If necessary, the Company

recognizes interest and penalties associated with tax matters as part of the income tax provision and would include accrued interest

and penalties with the related tax liability in the consolidated balance sheets.

Company’s reporting currency is the U.S.

Dollar (“USD”).

The functional currency for each entity included in these

consolidated financial statements is the applicable local currency of each entity.

The Company’s entities domiciled in the United

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.

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

at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average rates prevailing during

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

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

therefore, amounts reported on the consolidated

statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency

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:

SCHEDULE OF FOREIGN CURRENCY

EXCHANGE RATE

Year end exchange rate:

March 31, 2025

March 31, 2024

Average exchange rate:

March 31, 2025

March 31, 2024

Average exchange rate:

March 31, 2025

March 31, 2024

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

For stock options, time-based restricted stock

units, and market-based restricted stock units, share-based compensation cost is recognized over the expected requisite service period

using the straight-line attribution method.

For equity-classified market-based restricted stock units, the probability of achieving the

related market condition is incorporated into the grant date fair value.

If targets are not met, no compensation cost will be reversed

except in the case of award forfeitures.

For performance-based restricted stock units, share-based compensation cost is recognized based

on the Company’s assessment of the probability of achieving the related performance targets.

If such targets are not met, no compensation

cost is recognized and any previously recognized compensation cost is reversed.

The Company estimates forfeitures for share-based awards

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.

Therefore, the Company uses an expected dividend yield of zero .

/ loss per share of common stock

net income (loss) per share is computed by dividing net income (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 income 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 shares of common stock had been issued using the treasury stock method.

Potential shares of common stock are excluded

from the computation when their effect is antidilutive.

The dilutive effect of potentially dilutive securities is reflected in diluted

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

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.

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.

There were no reclassifications out of comprehensive loss for the years ended March 31, 2025 and 2024.

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

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

shares of common stock had been issued using the treasury stock method.

Potential shares of common stock are excluded from the computation

when their effect is antidilutive.

The dilutive effect of potentially dilutive securities is reflected in diluted net income per share

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)

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

OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE

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

March 31, 2025

March 31, 2024

Options to acquire common stock

Restricted stock units to acquire stock

Restricted stock units granted to employees to acquire stock

Warrants to acquire common stock

Series A convertible preferred stock

Series B convertible preferred stock

Convertible debt financing

Series AA convertible preferred stock

Antidilutive securities

February 12, 2024, all outstanding shares of our Series A and Series B convertible preferred stock were automatically converted into

and 1,189,998

shares of common stock, respectively,

in connection with the closing of the initial public offering.

in principal amount plus accrued interest in

the amount of $ 1,985

automatically converted into Company common stock, at 80 %

of the initial public offering price into an aggregate of 2,497,267

shares of common stock (see note 11).

Value of Financial Instruments

Company follows the guidance of FASB ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments.

FASB ASC 820 establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements.

consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes

the inputs to valuation techniques used to measure fair value into three (3) broad levels.

The fair value hierarchy gives the highest

priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable

three (3) levels of fair value hierarchy defined by ASC 820 are described below:

market prices available in active markets for identical assets or liabilities as of the reporting date.

inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the

820, Fair Value Measurements and Disclosures (“ASC 820”), clarifies that fair value is an exit price, representing

the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use

in pricing an asset or liability.

As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy,

which prioritizes the inputs used in measuring fair value as follows:

based on unadjusted quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

inputs other than quoted prices in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices

for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be

corroborated by observable market data

reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement

The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement.

asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input

that is significant to the fair value measurement.

Valuation techniques used need to maximize the use of observable inputs and minimize

the use of unobservable inputs.

and liabilities measured at fair value are based on one or more of the following techniques noted in ASC 820:

Prices and other relevant information generated by market transactions involving identical or comparable assets or

Amount that would be required to replace the service capacity of an asset (replacement cost).

Techniques to convert future amounts to a single present value amount based upon market expectations (including present

value techniques, option pricing, and excess earnings models).

Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies

or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the

reporting date.

inputs that are generally observable inputs and not corroborated by market data.

carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts

payable and accrued expenses approximate their fair value due to their short-term nature.

The carrying values of capital lease obligations

and debt obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing

market interest rates.

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest

or credit risks arising from these financial instruments.

Standards Codification (“ASC”) Topic 280, “Disclosures about Segments of an Enterprise and Related Information”

establishes standards for the way that public business enterprises report information about operating segments in annual financial statements

and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders.

Management has determined that the Company operates in one business segment, product sales.

carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, accounts

payable, accrued expenses and operating lease liabilities approximate their fair value due to their short-term nature or expected settlement

date of these instruments.

The carrying values of debt obligations approximate their fair values due to the fact that the interest rates

on these obligations are based on prevailing market interest rates.

The Company does not have financial instruments measured at fair

value on a recurring basis as of March 31, 2025 and 2024.

is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise where discrete financial

information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate

resources and in assessing performance.

The Company’s chief financial officer and chief creative officer collectively perform the

function that allocates resources and assesses performance, and thus together, serve as the Company’s CODM.

The CODM reviews the

assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing

financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance

for the single reportable segment and decides how to allocate resources based on net loss.

The measure of segment assets is reported

on the balance sheet as total assets.

Reclassifications

Company has reclassified broker commission costs amounting to $ 687 previously classified as cost of sales for the year ended March 31,

2023 to selling, general and administrative expenses to conform to current year presentation.

Issued Accounting Pronouncements

September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No.

2022-04, “Disclosure

of Supplier Finance Program Obligations” (“ASU 2022-04”).

ASU 2022-04 requires entities to disclose the key terms of

supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding

at the end of each period and an annual roll forward of such obligations.

This standard does not affect the recognition, measurement,

or financial statement presentation of supplier finance program obligations.

ASU 2022-04 is effective for the Company for the year ending

March 31, 2024 and is to be applied retrospectively to all periods in which a balance sheet is presented.

The annual roll forward disclosure

is not required to be made until the year ending March 31, 2025 and is to be applied prospectively.

The Company doesn’t believe

the adoption will have a material effect on the financial statements.

Other than the new disclosure requirements, ASU 2022-04 will not

have an impact on the Company’s consolidated financial statements.

March 2023, the Financial Accounting Standards Board (“FASB”) ) issued ASU 2024-01 to amend the guidance in Accounting Standards

Codification (“ASC”) 718 Compensation—Stock Compensation (Topic 718) .

Some entities compensate employees or

other service providers by granting profits interest awards, which generally give the grantee an opportunity to participate in future

profits and/or equity appreciation of the entity but do not give them rights to existing net assets of the entity .

adds an example showing how to apply the scope guidance in ASC 718 to determine whether profits interests and similar awards should be

accounted for as share-based payment arrangements.

The ASU is effective for annual periods beginning after December 15, 2024, with early

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 Company does not currently anticipate that the guidance will have a material impact on its financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting

Improvements to Reportable Segment Disclosure , which is intended to improve reportable segment disclosure requirements,

primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating

decision maker and included in each reported measure of a segment’s profit or loss.

The update also requires all annual disclosures

about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable

segment to provide all the disclosures required by ASC 280, Segment Reporting , including the significant segment expense disclosures.

This standard will be effective for the Company on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption

The updates required by this standard should be applied retrospectively to all periods presented in the financial statements.

The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows.

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):

Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”)

introduces updates to accounting standards related to the classification and measurement of financial instruments under ASC 320.

update primarily focuses on clarifying guidance for equity securities, debt instruments, and other financial assets, particularly in

the areas of fair value measurement and impairment recognition.

It aims to improve consistency and comparability in the reporting of

financial instruments by refining the criteria for classifying securities and enhancing the methodology for recognizing and measuring

ASU 2024- 01 also mandates additional disclosures to provide greater transparency around the valuation techniques and assumptions

used in determining the fair value of financial instruments.

The update is effective for fiscal years beginning after December 15, 2024,

with early adoption permitted.

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

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

accounting standards for revenue recognition, lease accounting, and impairment of long-lived assets.

ASU 2024-02 provides enhanced guidance

for estimating variable consideration, accounting for contract modifications, determining lease terms, and simplifying impairment testing

for long-lived assets.

It also introduces increased disclosure requirements for financial instruments and derivatives.

ASU 2024-02 is

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

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

specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosure about

selling expenses.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted.

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

2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative

(“ASU 2023-06”) incorporates several disclosure and presentation requirements currently residing in SEC Regulation S-X

and S-K into the ASC.

The amendments are applied prospectively and are effective when the SEC removes the related requirements from Regulation

Any amendments the SEC does not remove by June 30, 2027 will not be effective.

Early adoption is prohibited.

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.

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

on the consolidated financial position or results of operations.

are initially measured at cost and subsequently measured at the lower of cost or net realizable value.

Cost is determined on a first-in,

first-out basis.

The following table details the primary categories for the periods presented.

INVENTORIES, NET

following table details the primary categories of inventories for the periods presented.

SCHEDULE OF INVENTORY

March 31, 2025

March 31, 2024

Finished goods

Raw materials

Finished goods on consignment

Goods in transit

Finished goods on

Total inventories

1 unchanged sentence

Total inventories, net

services are used to warehouse and distribute 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.

PREPAID AND OTHER CURRENT ASSETS

recorded in prepaid and other current assets are expected to be realized within one year.

The following table describes the major items

for the periods presented.

OF PREPAID AND OTHER CURRENT ASSETS

following table details the primary categories of prepaid and other current assets for the periods presented.

SCHEDULE OF PREPAID AND OTHER CURRENT ASSETS

March 31, 2025

March 31, 2024

Deposits and prepayments

Prepaid marketing costs

Marketing services

Unbilled accounts receivable

Other receivables

marketing costs relate to the provision of marketing services to be provided over an 18-month service period by two non-employees.

Total prepaid and other current assets

PROPERTY AND EQUIPMENT

and equipment consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

and equipment consisted of the following for the periods presented:

OF PROPERTY AND EQUIPMENT

March 31, 2025

March 31, 2024

Furniture and fixtures

5 unchanged sentences

Accumulated depreciation

Property and equipment,

expense related to property, plant and equipment was $ 555 million and $ 547 million in the years ended March 31, 2024 and 2023, respectively.

Property and equipment, net

expense related to property and equipment was $ 342 and $ 555 for the years ended March 31, 2025 and 2024, respectively, and is included

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

Company has obligations under operating leases for its offices.

As of March 31, 2024 and 2023, the 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 the Company.

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.

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.

following table details the Company’s net lease expense.

The variable lease expenses disclosed below include contingent rent payments

The lease expenses include contingent rent payments

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

7 unchanged sentences

Net lease expense:

lease expense

Operating lease expense

Total lease expense

1 unchanged sentence

Weighted-average discount rate

SCHEDULE OF LEASE BALANCE SHEET CLASSIFICATION

sheet classification

March 31, 2024

March 31, 2023

Current lease liabilities

Non-current lease liabilities

Total operating lease

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

SCHEDULE OF FUTURE MATURITY OF LEASE LIABILITIES

of lease liabilities

March 31, 2024

March 31, 2023

Within one year

Within one to two years

Total lease payments

Discount rate

Present value of lease liabilities

one to two years

lease payments

value of lease liabilities

ACCRUED EXPENSES

OF ACCRUED EXPENSES

March 31, 2024

March 31, 2023

following table details the primary categories of accrued expenses for the periods presented.

SCHEDULE OF ACCRUED EXPENSES

Accrued expenses

Returns provision

Accrued import duties

payroll and payroll taxes

import duties

Merchant credit

Indirect taxes

returns provisions are comprised of returns due from both wholesale and partner customers and direct-to-consumer customers.

TRADE FINANCE FACILITY

SCHEDULE OF TRADE FINANCE FACILITY

Trade finance

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

As of March 31, 2024 and March 31, 2023, the outstanding balance under the trade finance facility was $ 0 and $ 26 , respectively,

and the Company had an available trade finance facility of $ 5.0 million.

As of March 31, 2024, there were no outstanding pledged letters

of credit by HSBC.

The trade finance facility does not become the Company’s responsibility until the Company receives the manufactured

clothing goods from suppliers.

Once drawn, the company has 120 days credit on the loan before repayment is due.

For drawings in Hong

Kong dollars, the interest rate equals HIBOR plus 3.0 %, and for drawings in U.S.

dollars, the interest rate equals SOFR plus 3.3 %.

trade finance facility was originally secured by a standby documentary credit for $ 1.0 million from UBS Switzerland AG and a personal

guarantee to the value of $ 4.0 million from the Chairman of our board of directors, Max Gottschalk, and a $ 3,150 corporate guarantee

from Perfect Moment (UK) Limited.

The UBS standby documentary credit expired on April 30, 2023 and the facility was then secured by charge

over cash deposits equal to the amount of the facility used at any given moment in time in addition to the aforementioned personal and

corporate guarantees.

On May 31, 2023, the UBS standby documentary credit was reinstated for $ 1.0 million, which standby documentary

credit was secured by a guarantee from Joachim Gottschalk & Associates, Ltd.

The UBS standby documentary credit

was extended on November 26, 2023 through January 26, 2024 at a 10% interest rate.

The JGA guarantee is in addition to the $ 4.0 million

personal guarantee of the trade finance facility by Mr.

The UBS standby documentary credit was not extended and the $ 3,150

corporate guarantee from Perfect Moment (UK) Limited was replaced with a $ 2,000 corporate guarantee from Perfect Moment, Limited.

JGA guarantee accrued interest between 8 % and 10 % per annum, payable by the Company.

The Company utilized $ 1,847 of borrowings under

the facility, all of which was repaid by March 31, 2024.

The trade finance facility is also secured by a guarantee by Perfect Moment

in the amount of $ 2.0 million.

The interest paid on the JGA personal guarantee for the years ended March

31, 2024 and 2023 was $ 56 and $ 33 , respectively.

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.

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.

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

OF CONVERTIBLE DEBT OBLIGATIONS

Convertible debt

Unamortized debt discount

Total Convertible debt

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 ,

of debt issuance costs, at an 8 %

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 with gross proceeds of $ 4,000 ,

of debt issuance costs, that rank pari passu to the 2021 Debt Financing at an 8 %

interest rate.

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 Perfect Moment

and its subsidiaries.

The 2021 Debt Financing had a maturity date of December 15, 2023.

2023 and January 2024, the maturity date of all convertible promissory notes was extended to February 14, 2024.

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.

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 14, 2024 .

of March 31, 2023, the convertible debt obligations comprised gross proceeds of 10,002

and accrued interest of $ 1,260 .

On 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).

unamortized debt discount is the related arrangement fees that are being amortized against the convertible debt obligations on the consolidated

balance sheets.

As of March 31, 2023, the balance of unamortized debt discount was $ 492 .

Upon closing of the IPO in February 2024,

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

following were Common Stock transactions during the year ended March 31, 2024:

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.

Debt Financing

December 2024, the Company entered into a convertible secured promissory note (“2024 Debt Financing”) whereby the Company

completed convertible debt financing (“2024 Debt Financing”), from one investor, for gross proceeds of $ 2,000 , to provide

working capital for its operations.

The Company’s convertible debt obligations are 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

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

3 unchanged sentences

for each share held at all stockholder meetings and have no right to subscribe to or purchase any new or additional issue of shares.

and Warrants Issued as Part of the Company’s Underwritten Public Offering

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.

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 .

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.

number of shares of common stock outstanding after this offering was 15,578,449 as of February 7, 2024, that included the previously

issued and outstanding of 5,233,402 , the 1,334,000 shares issued as part of this offering plus (i) the automatic conversion of all outstanding

shares of our Series A convertible preferred stock into 5,323,782 shares of common stock, (ii) the automatic conversion of all outstanding

shares of our Series B convertible preferred stock into 1,189,998 shares of common stock and (iii) the automatic conversion, in connection

with the closing of this offering (closing on February 12, 2024), of $10,002 in principal amount plus accrued interest in the amount

of $1,985 under our 8% senior subordinated secured convertible promissory notes (the “2021 Notes”) and our 8% senior subordinated

secured convertible promissory notes (the “2022 Notes” and, together with the 2021 Notes, the “Notes”), at 80%

of the initial public offering price into an aggregate of 2,497,267 shares of common stock.

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 expenses.

The Company intends to use the proceeds for general

corporate purposes, including working capital, sales and marketing activities and general and administrative matters.

Concurrently 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 its designees, at an exercise price of $ 7.50

per share (the “Underwriter Warrants”).

The Underwriter Warrants are exercisable beginning on August 5, 2024, and expire on February

following were Common Stock transactions during the year ended March 31, 2023:

issued for services

2021, the Company engaged several consultants to provide services relating to the IPO who were compensated with common stock awards.

The shares subject to clawback provisions remain unvested until the related performance condition is met.

clawback features are triggered, the unvested shares will be returned to the Company.

January and March 2021, 2,000,000

shares of common stock with a total fair value

were issued to certain non-employees in exchange

for consulting and advisory services to be performed relating to the 2021 share exchange and the 2021 convertible debt financing, of

which 50% were subject to clawback contingent upon an IPO.

As services were relating to, and contingent upon execution of an IPO, no

expense was recognized for the shares subject to clawback, until occurrence of an IPO.

During the year ending March 31, 2023,

the consultants performed additional services and the Company agreed to remove the clawback provision and the $ 3,500

fair value for the remaining 1,000,000

shares of common stock was recognized within

selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss during the year ending

March 31, 2023.

No further shares were issuable under these agreements.

October 2021, 75,000 shares of common stock with a total fair value of $ 295 were issued to a consultant in exchange for legal services

to be performed relating to an IPO subject to a 100% clawback provision in the event that an IPO is not achieved.

As services were relating

to and contingent upon execution of an IPO, no expense was recognized until occurrence of an IPO.

During the nine months ended December

31, 2022, the Company entered into an agreement to remove the clawback provision and the fair value of $ 295 was recognized within selling,

general and administrative expenses in the consolidated statements of operations and comprehensive loss during the three months then

As of December 31, 2023 and March 31, 2023, no further shares were issuable under this agreement.

relation to the above consulting and advisory services, the Company had granted rights to six holders of our common stock, to be issued

additional shares of our common stock if the IPO price per share was less than $ 5.00 , as adjusted for any stock split or combination

prior to the IPO, or if we sold our equity securities before the closing of the IPO at the purchase price per share or conversion price

per share that is less than $ 5.00 , as adjusted for any stock split or combination prior to the IPO.

Since the IPO price was greater than

$ 5.00 , this provision was not triggered.

Company issued a total 1,075,000

and charged APIC $ 3,795

related to services rendered during the year

ended March 31, 2023.

PREFERRED STOCK

Series A Preferred Stock

March 15, 2021, PMA, the former parent entity, engaged in a share for share exchange with the Company, thereby creating the Company as

the ultimate parent company.

As part of the share for share exchange, existing PMA stockholders’ equity was exchanged for

an equivalent amount of share capital in the Company in the form of common stock and preferred stock.

As a result of the transaction,

shares of Series A Convertible Preferred Stock (“Series A Stock”) with a $ 0.0001

par value were issued to existing PMA shareholders for nil consideration.

The Series A Stock could be voluntarily converted into

shares of common stock at the request of the Series A stockholder by providing written notice.

Series A Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least

66 2/3% holders of the outstanding shares of the Series A Stock.

The conversion was at a rate of one share of Series A Stock for

one share of common stock without payment of additional consideration.

The holders of Series A Stock were entitled to receive dividends

as if the conversion to common stock had taken place, if and when dividends are declared.

Such dividends take preference to dividends

paid on shares of common stock and are non-cumulative.

The holders of the Series A Stock were entitled to vote based on the equal number

of whole shares of common stock into which the shares of Series A Stock are convertible as of the date of the vote.

The Series A Stock

with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company or deemed liquidation event ranked

senior to both the common stock and any other class of stock which specifically ranks junior to the Series A Stock.

February 12, 2024, all outstanding shares of our Series A convertible preferred stock were automatically converted into 5,323,782 shares

of common stock in connection with the closing of the initial public offering

B Preferred Stock

September 23, 2022, the Company authorized the issuance and sale of up to 1,200,000 shares of Series B Convertible Preferred Stock (“Series

B Stock”), with a par value of $ 0.0001 per share and a purchase price of $ 5.00 per share.

A total of 1,189,998 shares of Series

B Stock was issued between September 2022 and November 2022, for net proceeds of $ 5,200 , net of broker fees of $ 750 .

The Series B Stock

could be voluntarily converted into shares of common stock at the request of the Series B stockholder by providing written notice.

Series B Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least

66 2/3% holders of the outstanding shares of the Series B Stock without payment of additional consideration.

The conversion was determined

by dividing the original issue price by the conversion price in effect at the time of conversion.

The initial conversion price was set

at $ 5.00 per share.

The holders of Series B Stock were entitled to receive dividends as if the conversion to common stock had taken place,

if and when dividends are declared.

Such dividends took preference to dividends paid on shares of common stock and are non-cumulative.

The holders of the Series B Stock were entitled to vote based on the equal number of whole shares of common stock into which the shares

of Series B Stock were convertible as of the date of the vote.

The Series B Stock, with respect to dividend rights and rights upon liquidation,

dissolution or winding up of the Company or deemed liquidation event, ranked pari passu with the Series A Stock.

February 12, 2024, all outstanding shares of our Series B convertible preferred stock were automatically converted into 1,189,998 shares

of common stock in connection with the closing of the initial public offering (see note 11).

RESTRICTED STOCK UNITS

summary of restricted stock unit activity for the years ended March 31, 2024 and 2023 are presented below.

SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY

Non-vested at March 31, 2023

Vested/deemed vested

Non-vested at March 31, 2024

the year ended March 31, 2024, the Company granted 300,000

shares of its restricted stock to an employee.

The Restricted Stock Units vest equally over four years, starting on the contractual start date of November 7, 2022.

These Restricted

Stock Units were valued based on market value of the Company’s stock price at the respective date of grant and had aggregate fair

value of $ 1,230,000 ,

which is being amortized as stock compensation expense over its vesting term.

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.

AA Preferred Stock

March 2025, the Company designated a series of preferred stock as the 12.00 % Series AA Convertible Preferred Stock, par value of $ 0.0001

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 .

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.

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).

Series AA Preferred Stock holder and the March 2025 Warrant holder (collectively, the “March 2025 Investors”) shall not have

the right to convert any portion of the Series AA Preferred Stock or March 2025 Warrant to the extent that after giving effect to such

conversion the March 2025 Investors, together with any affiliates, would beneficially own in excess of 4.99 % (which may be increased

to 9.99 % at the March 2025 Investor’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.

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,

shares with a fair value of $ 429

vested during the period.

STOCK OPTIONS

Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock

options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance

units and performance shares to employees, directors and consultants of the Company or any parent or subsidiary of the Company.

purpose of the 2021 Plan is to enable the Company to attract and retain the best available personnel for positions of substantial

responsibility, to provide additional incentive to employees, directors and consultants of the Company or any parent or subsidiary

of the Company, and to promote the success of the Company’s business.

The Company has 2,527,944 shares

available to issue from the 2021 plan as of March 31, 2024.

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.

summary of option activity for the years ended March 31, 2024 and 2023 are presented below:

OF STOCK OPTION ACTIVITY

Outstanding at March 31, 2022

Outstanding at March 31, 2023

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).

STOCK-BASED COMPENSATION PLANS

Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options,

non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance units and performance

shares to employees, directors and consultants of the Company or any parent or subsidiary of the Company.

The purpose of the 2021 Plan

is to enable the Company to attract and retain the best available personnel for positions of substantial responsibility, to provide additional

incentive to employees, directors and consultants of the Company or any parent or subsidiary of the Company, and to promote the success

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.

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.

fair value of time-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced

by the present value of dividends not received during the vesting period.

For the time-based RSUs granted during the years ended March

31, 2025 and 2024, the expected annual dividend yield was 0.0 %.

summary of time-based RSU activity is presented below:

OF TIME-BASED RSU ACTIVITY

Outstanding at March 31, 2023

Vested March 31, 2024

Exercisable at March 31, 2024

the year ended March 31, 2023, the Company granted stock options to an employee to purchase 136,344

shares of Common Stock for services rendered.

The options have an exercise price of $ 0.01

per share, expire in five

years , vesting 20% on July 1, 2022 and

then equally over four years from July 1, 2022.

The total fair value of these options at grant date was approximately $ 200

using a third-party valuation.

the year ended March 31, 2024, the Company granted stock options to employees and the Board of Directors to purchase a total 808,400

shares of Common Stock for services rendered.

The options have an exercise price of $ 4.10

per share, expire between five

years , vesting equally over four years from various

The total fair value of these options at grant date was approximately $ 3,039

using the Black-Scholes Option Pricing model.

total stock compensation expense recognized related to vesting of stock options for the years ended March 31, 2024 and March 31, 2023

amounted to $ 310 and $ 241 , respectively.

As of March 31, 2024 the total unrecognized stock-based compensation was $ 2,527 , which is expected

to be recognized as part of operating expense through January 2028.

March 31, 2024, the intrinsic value of the outstanding options under the 2021 Plan was $ 595 .

fair value of the share option awards was estimated using the Black-Scholes method and probability-weighted expected return method (PWERM)

based on the following weighted-average assumptions:

at March 31, 2024

at March 31, 2025

total stock compensation expense recognized related to vesting of time-based RSUs for the years ended March 31, 2025 and 2024, was $ 619

and $ 429 , respectively, and was recognized on the accompanying consolidated statements of operations as a component of selling, general

and administrative expenses.

As of March 31, 2025, the total unrecognized stock-based compensation for time-based RSUs totaled $ 530 and

are expected to be recognized over a weighted average period of 3.7 years.

fair value of the share option awards was estimated using the Black-Scholes method using the closing price of the Company’s common

stock on the date of grant based on the following weighted-average assumptions:

OF FAIR VALUE OF SHARE OPTION AWARDS

Expected life in years

Stock price volatility

Risk free interest rate

1.74 - 1.81 %

0.37 %- 0.49 %

Expected dividends

Forfeiture rate

STOCK WARRANTS

summary of warrant activity for the years ended March 31, 2024 and 2023 are presented below:

price volatility

free interest rate

annual dividend yield

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

total stock compensation expense recognized related to vesting of stock options for the years ended March 31, 2025 and March 31, 2024

was $ 715 and $ 310 , respectively, and was recognized on the accompanying consolidated statements of operations as a component of selling,

general and administrative expenses.

As of March 31, 2025 the total unrecognized stock-based compensation for stock options was $ 1,035

and is expected to be recognized over a weighted average period of 2.85 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.

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

its designees, at an exercise price of $ 7.50 per share (the “Underwriter Warrants”).

The Underwriter Warrants are exercisable

beginning on August 5, 2024, and expire on February 7, 2029.

issued warrants were determined to be equity-classified at issuance, and as such, were recorded to additional-paid-in capital at such

following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at March 31,

OF COMMON STOCK ISSUABLE UPON EXERCISE OF 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

summary of warrant activity for the periods presented is as follows:

SCHEDULE OF WARRANTS ACTIVITY

1 unchanged sentence

Outstanding at March 31, 2024

31, 2024, all vested

February 12, 2024, the Company granted warrants to purchase a total of 66,700

shares of Common Stock as part of a public offering,

which remain outstanding as of March 31, 2024.

The warrants are exercisable at an average price of $ 7.50

per share and will expire on February 12, 2029.

See Note 11, Common Stock, for additional information.

As of March 31,

2024 the outstanding warrants had no intrinsic value.

tax (benefit) expense

Outstanding at March 31, 2025

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 .

of income tax (benefit) expense were as follows:

SCHEDULE OF INCOME TAX BENEFIT EXPENSE

Total income tax (benefit)

Reconciliation

reconciliation of income taxes computed at the U.S.

federal statutory tax rate to our income tax (benefit) expense is as follows:

March 31, 2025

March 31, 2024

income tax (benefit) expense

following is a reconciliation of the federal statutory rate to the Company’s effective income tax rate:

SCHEDULE OF RECONCILIATION OF INCOME TAXES

1 unchanged sentence

March 31, 2024

Loss before income tax at 21 % rate

Change in valuation allowance

Foreign tax differential

Other permanent items

R&D tax credit

Income tax (benefit)

Company’s effective tax rate for the years ended March 31, 2024 and 2023 differed from the applicable federal statutory rate of

21.0 % primarily due to the impact of the valuation allowance on the Company’s deferred tax assets, as disclosed below.

tax assets and liabilities

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

Significant components of our deferred tax assets and liabilities were

March 31, 2025

March 31, 2024

in valuation allowance

tax differential

tax effects of temporary cumulative differences which give rise to deferred tax assets and liabilities are summarized as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

2 unchanged sentences

Deferred tax liabilities:

Fixed and intangible

deferred tax liabilities

Fixed and intangible assets

Total deferred tax liabilities

Deferred tax assets:

1 unchanged sentence

Stock compensation expense

deferred tax assets

Deferred tax assets,

tax payments and refunds

the year ended March 31, 2023, the Company received a tax repayment of $ 121 ,

in respect to research and development tax credits.

During the years ended March 31, 2024 and 2023, the Company did not make any income tax payments.

the years ended March 31, 2024 and 2023, the Company recorded an increase in the valuation allowance of $ 1,449 and $ 1,935 ,

respectively, related to federal deferred tax assets.

Deferred tax assets are recorded related to net operating losses and temporary differences between the book and tax bases of assets and

liabilities expected to produce tax deductions in future periods.

The realization of these assets depends on recognition of sufficient

future taxable income in specific tax jurisdictions in which those temporary differences or net operating losses are deductible.

the need for a valuation allowance on deferred tax assets, we consider whether it is more likely than not that some portion or all of

them will not be realized.

the year ended March 31, 2024, the Company has been assessing the realizability of its deferred tax assets by considering positive

factors such as the next three years’ profit projection making it more likely than not that the Company will be able to recognize

a deferred tax asset on losses.

Based upon historical performance of the Company, a valuation allowance of 100 %

was recorded as there is currently no significant evidence to indicate realizability of deferred tax assets.

During 2024, the

Company recorded a valuation allowance of 100 %

of UK and Hong Kong losses.

As of March 31, 2024 and 2023, the Company’s valuation allowance was $ 7,897 and $ 6,448 ,

respectively.

FOREIGN CURRENCY TRANSLATION

report all currency amounts in USD.

The Company’s subsidiaries in UK, Hong Kong and Switzerland maintain their books and records

in their functional currencies, which are GBP, HKD and CHF, respectively.

consolidating the subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using

the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing

during the period.

The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate

component of accumulated other comprehensive loss within Stockholders’ equity (deficit).

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 TRANSLATION

exchange rate:

March 31, 2024

March 31, 2023

Year end exchange rate

exchange rate:

March 31, 2024

March 31, 2023

exchange rate:

March 31, 2024

March 31, 2023

A verage exchange rate

following table, reported in USD, disaggregates our cash balances by currency denomination:

SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION

Cash denominated

March 31, 2024

March 31, 2023

cash primarily consists of funds held in bank accounts and third party payment platforms.

SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS

Cash held by Chase

Cash held by HSBC

Cash held by other banks

Cash held by third party payment platforms

Company maintains the majority of cash at 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.

As of March 31, 2024, we do not believe we have any significant

concentrations of credit risk due to the strong credit rating of HSBC and the cash balance is expected to be utilized within 6 months

to fund working capital requirements.

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.

Valuation allowance

Total deferred tax assets

Deferred tax assets, net

the years ended March 31, 2025 and 2024, the Company recorded an increase in the valuation allowance of $ 3,190 and $ 1,449 , respectively,

related to federal deferred tax assets.

Deferred tax assets are recorded related to net operating losses and temporary differences between

the book and tax bases of assets and liabilities expected to produce tax deductions in future periods.

The realization of these assets

depends on recognition of sufficient future taxable income in specific tax jurisdictions in which those temporary differences or net

operating losses are deductible.

the year ended March 31, 2025, the Company has been assessing the realizability of its deferred tax assets by considering positive factors

such as the next three years’ profit projection making it more likely than not that the Company will be able to recognize a deferred

tax asset on losses.

Based upon historical performance of the Company, a valuation allowance of 100 % was recorded as there is currently

no significant evidence to indicate realizability of deferred tax assets.

During the years ended March 31, 2025 and 2024, the Company

recorded a valuation allowance of 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

jurisdictions.

Returns for the years since fiscal year 2022 are still open based on statutes of limitation only.

COMMITMENTS AND CONTINGENCIES

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

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

notification and Plan acceptance has no immediate effect on the listing or trading of the Company’s common stock on the NYSE.

NYSE’s acceptance of the Company’s Plan does not affect the Company’s business, operations or reporting requirements

with the U.S.

Securities and Exchange Commission.

proceedings - The Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental

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believes the ultimate resolution of any such legal proceedings, audits, and inspections will not have a material adverse effect on its

consolidated balance sheets, results of operations or cash flows.

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

1 unchanged sentence

trade practices by the Company.

Management has determined, after the advice of legal counsel, that the claims and actions related to

such complaint are not expected to have a material adverse effect on our financial condition because management believes that the lawsuit

will not succeed on the merits and the risk of any material loss is remote.

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 injunctive relief, but no motion for injunctive

relief has been filed in the suit.

The complaint also seeks delivery of all infringing material to Aspen Skiing Company and an award

of the Company’s profits and Aspen Skiing Company’s damages in an amount to be determined at trial, costs incurred by Aspen

Skiing Company in the action, their attorney’s fees and treble damages.

Although the results of such litigation matters

and claims cannot be predicted with certainty, we believe that the final outcome of such ordinary, routine litigation will not have a

material adverse impact on our financial position, liquidity, or results of operations.

commitments - The Company had no

purchase obligations as of March 31, 2024, related to purchase

orders to factories for the manufacture of finished goods.

All future obligations are to be financed by HSBC letters of credit and comprise

the balance held as restricted cash on the consolidated balance sheets.

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.

commitments - The Company had $ 7,045 of purchase obligations as of March 31, 2025, 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

Agreements with Directors

directors of the Company and its subsidiaries, provided consulting and advisory services for the Company which are included in the selling,

general and administrative expenses in the accompanying consolidated statement of operations for the years then ended.

As of March 31,

2024 and 2023, $ 0 and $ 22 was unpaid, respectively, which was included in accrued expenses as of the years then ended.

Below are the

directors of the Company that provided the consulting and advisory services:

SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES

directors of the Company provided consulting and advisory services for the Company totaling $ 185 and $ 324 for the years ended March

31, 2025 and 2024, 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 .

SEGMENT REPORTING

following table includes additional information about reported segment revenue, significant segment expenses and segment measure of profitability:

OF SEGMENT REVENUE, SIGNIFICANT SEGMENT EXPENSES AND SEGMENT MEASURE OF PROFITABILITY

March 31, 2025

March 31, 2024

Significant segment expenses

Cost of Revenue

Selling expense

General and administrative

Marketing and advertising

Non-cash compensation

Other segment items (1)

interest expense, foreign currency transactions (loss) gain, and other income.

Note 2 for revenue by geographic location.

Long-lived assets, excluding other non-current assets, by geography are summarized as follows:

OF LONG-LIVED ASSETS, EXCLUDING OTHER NON-CURRENT ASSETS, BY GEOGRAPHY

March 31, 2025

March 31, 2024

Max Gottschalk (director of the Company)

Jane Gottschalk (director of the Company)

Tracy Barwin (director of the Company)

Andreas Keijsers (director of a subsidiary)

Expenses for Related Parties

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.

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

month from April 2021 to November 2022 and £ 12,000

month since December 2022.

These amounts are in lieu of any other cash payments or equity

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

of directors.

through PMA, were party to a consulting agreement with Jane Gottschalk, dated April 30, 2018,

pursuant to which Ms.

Gottschalk was entitled to receive £ 8,000

month since April 1, 2019, for services rendered.

These amounts are in lieu of any other

cash payments or equity awards Ms.

Gottschalk may otherwise have been entitled to receive

as a member of our board of directors.

The consulting agreement was terminated effective

September 1, 2022, after which Ms.

Gottschalk became an employee of PMUK.

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

Barwin was entitled to receive £ 1,500

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.

The consulting agreement with

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

through PMA, were party to a consulting agreement with Arnhem Consulting Limited (“Arnhem”),

a company controlled by Andre Keijsers, dated February 28, 2017, pursuant to which Arnhem

was entitled to receive £ 1,200

month for services rendered.

The consulting agreement was terminated in September 2023 as

a result of Mr.

Keijsers becoming a director of the Company.

Company has engaged Deliberate Software Limited (“Deliberate”) as a supplier for IT services amounting to $ 383 and $ 321 for

the years ended March 31, 2024 and 2023, respectively, recognized within selling, general and administrative expenses.

As of March 31,

2024 and 2023, $ 90 and $ 14 were unpaid and included in trade payables, respectively.

A director of Deliberate is an immediate family

member of Negin Yeganegy, the former Chief Executive Officer and director of PML during the year ended March 31, 2023.

As of March 31,

2023, Deliberate held 100,351 shares of Series A preferred stock which were converted into 100,351 shares of common stock in connection

with the closing of the initial public offering on February 12, 2024.

June 29, 2022, the Company entered into a short-term loan of $ 202 from Sprk Capital Limited at an interest rate of 16 % that was repayable

by December 31, 2022.

The principal loan plus interest was repaid in February 2023.

Interest expense during the year ended March 31,

2023 was $ 22 .

A director of Sprk Capital Limited, Simon Nicholas Champ, is a shareholder of the Company.

As of March 31, 2023, Simon

Nicholas Champ held 19,570 shares of Series A preferred stock which were converted into 19,570 shares of common stock in connection with

the closing of the initial public offering on February 12, 2024.

June 26, 2023, our HSBC trade finance facility became secured by a standby documentary credit for $ 1,000 from UBS Switzerland AG, which

standby documentary credit is secured by a guarantee from JGA.

The JGA guarantee accrues interest of 8 % per annum, payable by the Company.

The UBS standby documentary credit expired on November 26, 2023 and was renewed through January 26, 2024.

Upon renewal, the interest

accrual increased to 10 % per annum.

The interest charged for the year ended March 31, 2024 was $ 56 .

Such JGA guarantee is in addition

to the $ 4,000 personal guarantee of the trade finance facility by Mr.

Gottschalk, described below.

Chairman of our board of directors, Max Gottschalk, has provided a $ 4,000 personal guarantee for all monies, obligations and liabilities

owing by PMA to HSBC, the Company’s principal banking facility provider.

The guarantee is a pay-on-demand guarantee securing the

Company’s obligations under the HSBC facility, including interest and bank costs, fees and expenses, up to $ 4,000 .

long-lived assets

SUBSEQUENT EVENTS

Employee Stock Plans

June 18, 2024, the Company granted stock options to employees to purchase a total of 508,194

shares of Common Stock for services rendered and to be rendered.

The options have an exercise price of $ 2.40

per share, expire in ten years, vesting in equal installments over four

years from grant date, employment date, or the date the award was originally approved, but not granted.

All the options

were approved previously, but not issued to ensure compliance with UK statutory law.

Our board re-approved the grants on June 18, 2024.

exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated

financial statements were issued.

Based upon this review, other than as described below or within these consolidated financial statements,

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.

Agreement, dated February 7, 2024, by and between the Company and ThinkEquity LLC

and Restated Certificate of Incorporation of the Company

and Restated Bylaws of the Company

of the Company’s Common Stock Certificate

of Underwriter Warrants

Agreement between Perfect Moment Ltd.

Amended and Restated Certificate of Incorporation of the Company

Amended and Restated Bylaws of the Company

Certificate of Designations of 12.00% Series AA Convertible Preferred Stock.

April 2, 2025

Form of the Company’s Common Stock Certificate

Form of Underwriter Warrants

Form of Convertible Promissory Note for 2021 Debt Financing

Form of Amendment No.

1 to Convertible Promissory Note for 2021 Debt Financing

Form of Amendment No.

2 to Convertible Promissory Note for 2021 Debt Financing

Form of Amendment No.

3 to Convertible Promissory Note for 2021 Debt Financing

Form of Convertible Promissory Note for 2022 Debt Financing

Form of Amendment No.

1 to Convertible Promissory Note for 2022 Debt Financing

Form of Amendment No.

2 to Convertible Promissory Note for 2022 Debt Financing

Form of Convertible Secured Note dated December 6, 2024

Form of Placement Agent Warrant

Employment Agreement between Perfect Moment Ltd.

and Jeff Clayborne

Amendment No.

1 to Employment Agreement between Perfect Moment Ltd.

and Jeff Clayborne

Director Agreement between Perfect Moment Ltd.

Independent Director Agreement between Perfect Moment Ltd.

and Andre Keijsers

Director Agreement between Perfect Moment Ltd.

Independent Director Agreement between Perfect Moment Ltd.

and Berndt Hauptkorn

Director Agreement between Perfect Moment Ltd.

Independent Director Agreement between Perfect Moment Ltd.

and Tracy Barwin

of Indemnification Agreement for Directors and Officers

Agreement between Perfect Moment Asia Limited and J.

Form of Indemnification Agreement for Directors and Officers

Guarantee Agreement between Perfect Moment Asia Limited and J.

Gottschalk & Associates

to UBS Switzerland AG Standby Documentary Credit

Amendment to UBS Switzerland AG Standby Documentary Credit

Employment Agreement between Perfect Moment (UK) Limited and Mark Buckley

Employment Agreement between Perfect Moment (UK) Limited and Jane Gottschalk

Consulting Agreement between Perfect Moment Asia Limited and Max Gottschalk

Board Member Agreement between Perfect Moment Asia Limited and Tracy Barwin

2021 Equity Incentive Plan and forms of award agreements thereunder

Amendment No.

1 to 2021 Equity Incentive Plan

Independent Director Agreement between Perfect Moment Ltd.

and Tim Nixdorff

Facility Letter Agreement between Perfect Moment Asia Limited and HSBC

Amendment to Facility Letter Agreement, dated April 11, 2023, between Perfect Moment Asia Limited and HSBC

Amendment to Facility Letter Agreement, dated July 10, 2023, between Perfect Moment Asia Limited and HSBC

UBS Switzerland AG Standby Documentary Credit

Charge over Securities and Deposits between Perfect Moment Asia Limited and HSBC

Guarantee of Perfect Moment Limited

Share Registration Agreement

Form of Lock-Up Agreement

Perfect Moment Ltd.

Enterprise Management Incentive Share Option Agreement with Negin Yeganegy

Excerpts from the Settlement Agreement, dated October 26, 2022, by and between Perfect Moment UK Limited and Negin Yeganegy, relating to the Perfect Moment Ltd.

Enterprise Management Incentive Share Option Agreement with Negin Yeganegy

Subordinated Business Loan and Security Agreement dated July 25, 2024

Subordinated Business Loan and Security Agreement dated August 23, 2024

Standard Merchant Cash Advance Agreement dated September 25, 2024

Subordinated Business Loan and Security Agreement dated September 30, 2024

Business Loan and Security Agreement dated October 23, 2024

Business Loan and Security Agreement dated November 24, 2024

Form of Convertible Secured Note Purchase Agreement dated December 6, 2024

Licence Agreement dated January 10, 2024

Consulting Agreement between Perfect Moment (UK) Limited and Vittorio Giacomelli

Employment Agreement between Perfect Moment (UK) Limited and Chath Weerasinghe

Restricted Stock Unit Agreement dated February 3, 2025, between the Company and Chath Weerasinghe

Amendment to Contract of Employment between Perfect Moment (UK) Limited and Jane Gottschalk

Form of Securities Purchase Agreement, dated March 28, 2025, between the Registrant and the investors party thereto.

Form of Registration Rights Agreement, dated March 28, 2025, between the Registrant and the investors party thereto.

Placement Agency Agreement, dated March 28, 2025, between the Registrant and the Placement Agent

Insider Trading Policy

Subsidiaries of the Company

Consent of Weinberg & Company, P.A.

Certification

of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications

of the Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Certifications

of the Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of the Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certifications of the Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Perfect Moment Ltd.

8 unchanged sentences

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

a management contract or compensatory plan or arrangement.

Indicates a management contract or compensatory plan or arrangement.

Filed herewith

Furnished herewith.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused

this annual report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.

Executive Officer, Director

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this annual

report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.

June 30, 2025

Jane Gottschalk

Chief Creative Officer and Director

Executive Officer)

Jeff Clayborne

June 30, 2025

Chath Weerasinghe

Financial Officer

2 unchanged sentences

registrant and in the capacities and on the dates indicated.

Chief Executive Officer, Director

(Principal Executive Officer)

Jeff Clayborne

Chief Financial Officer

(Principal Financial and Accounting Officer)

June 30, 2025

Jane Gottschalk

Chief Creative Officer and Director

Executive Officer)

June 30, 2025

Chath Weerasinghe

Financial Officer

Financial and Accounting Officer)

June 30, 2025

Andre Keijsers

June 30, 2025

Berndt Hauptkorn

Jane Gottschalk

Matt Gottschalk

June 30, 2025

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