{"url_path":"/sec/petv/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-031136-index.html","accession_number":"0001493152-26-031136","cik":"0001512922","ticker":"PETV","issuer_name":"PetVivo Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-031136-index.html","primary_entity_key":"0001512922","primary_entity_name":"PetVivo Holdings, Inc."},"word_count":1917,"has_tables":true,"body_markdown":"**ITEM\n7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION**\n\n \n\nThe\nfollowing discussion of our financial condition and results of operations should be read in conjunction with our financial statements\nand related notes that appear elsewhere in this prospectus. In addition to historical consolidated financial information, the following\ndiscussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially\nfrom those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed\nbelow and elsewhere in this prospectus, particularly in “RISK FACTORS.” We caution the reader not to place undue reliance\non these forward-looking statements, which reflect management’s analysis only as of the date of this prospectus.\n\n \n\nWe\nare a smaller reporting company and have not generated any material revenues to date and have incurred substantial losses in connection\nwith our limited operations. We need substantial capital to pursue our current plans to bring our first products to market. The first\nof such products is a proprietary gel-like protein-based biomedical material for injection into the afflicted body parts of animals suffering\nfrom osteoarthritis or other impairments to be marketed under the trade name Spryng®, formerly known as Spryng®. It will provide\nveterinarians an innovative treatment for dogs and horses suffering from osteoarthritis.\n\n \n\nThe\nindependent auditor’s report accompanying our March 31, 2026, financial statements contain an explanatory paragraph expressing\nsubstantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that\nwe will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments\nin the ordinary course of business. We have suffered recurring losses from operations, and our working capital is insufficient to fund\nour operations for the next 12 months. These factors raise substantial doubt about our ability to continue as a going concern.\n\n \n\n**RESULTS\nOF OPERATION**\n\n \n\n  \nFor Fiscal Year Ended March 31, \n\n  \n2026  \n2025 \n\nRevenues \n$1,141,607  \n$1,132,533 \n\nTotal Cost of Sales \n 386,856  \n 137,677 \n\nTotal Operating Expenses \n 9,817,713  \n 9,050,575 \n\nTotal Other Income (Expense) \n (1,410,710) \n (343,446)\n\nNet Loss \n (10,473,672) \n (8,399,165)\n\nNet loss per share - basic and diluted \n$(0.37) \n$(0.41)\n\n \n\n**For\nThe Fiscal Year Ended March 31, 2026 (“fiscal 2026”) Compared to The Year Ended March 31, 2025 (“fiscal 2025”)**\n\n \n\n**Total\nRevenues**. Revenues were $1,141,607 in fiscal 2026 compared to $1,132,533 for fiscal 2025. Revenues in fiscal 2026 consisted of\nsales of our Spryng® and PrecisePRP products to our Distributors of $886,219 and to veterinary clinics in the amount of $255,388.\nRevenues in fiscal 2025 consisted of sales of our Spryng® product to our Distributors of $956,159 and to veterinary clinics in the\namount of $176,374. The increase in our revenues in the twelve months ended March 31, 2026, is due to sales to our Distributors pursuant\nto our distribution partnerships with Vedco and Clipper Distributing and sales of PrecisePRP product pursuant to our Exclusive License\nAgreement with VetStem.\n\n \n\n28\n\n \n\n** **\n\n**Total\nCost of Sales**. Cost of sales was $386,856 in fiscal 2026 compared to $137,677 for fiscal 2025. Cost of sales includes product\ncosts related to the sale of our Spryng® products, labor and certain overhead costs and direct costs of PrecisePRP product pursuant\nto our Exclusive License Agreement with VetStem. The Company has historically prepared a manufacturing allocation on a quarterly basis\nbased on certain manufacturing expenses as part of cost of sales.\n\n** **\n\n**Operating\nExpenses**. Operating expenses increased to $9,832,643 in fiscal 2026 compared to $9,050,575 in fiscal 2025. Operating expenses\nconsisted of general and administrative, sales and marketing, and research and development expenses. The increase is primarily due to\nincreased sales and marketing expenses related to the commercialization of PrecisePRP product.\n\n \n\nGeneral\nand administrative (“G&A”) expenses were $4,333,577 and $4,823,230 in fiscal 2026 and 2025, respectively. General and\nadministrative expenses include compensation and benefits, contracted services, consulting fees, stock compensation, and incremental\npublic company costs. The decrease is primarily due to decreased legal expenses as our corporate/secretary duties have been absorbed\nby our internal general counsel. The decrease is also attributed to reduced investor relations consulting fees.\n\n \n\nSales\nand marketing expenses were $4,069,104 and $2,644,095 in fiscal 2026 and 2025, respectively. Sales and marketing expenses includes compensation,\nconsulting, tradeshows, and advertising and promotion costs to support the launch of our Spryng® product. The increase is primarily\ndue to the commercialization expenses of PrecisePRP product.\n\n \n\nResearch\nand development (“R&D”) expenses were $1,415,032 and $1,583,250 in fiscal 2026 and 2025, respectively. The decrease was\nrelated to reduced clinical studies.\n\n \n\n**Operating\nLoss**. As a result of the foregoing, our operating loss was $9,062,962 and $8,055,720 in fiscal 2026 and 2025, respectively. The\nincreased loss was related to increased sales and marketing expenses.\n\n** **\n\n**Other\nIncome (Expense).** Other expense was ($1,410,710) in fiscal 2026 compared to other expense of ($343,446) in fiscal 2025. Other\nexpense in fiscal 2026 consisted of interest expense of ($1,065,797), loss on asset disposal of ($149,125), unrealized loss on change\nin derivative liability of ($320,404), interest income of $13,099, IRS payroll tax refunds from prior years of $82,237 and sublease rental\nincome of $29,280. Other expense in fiscal 2025 consisted of extinguishment of payables of $66,076, sublease rental income of $42,000,\nan IRS payroll tax refund from a prior year of $16,800, interest expense of ($362,413) and unrealized loss on change in derivative liability\nof ($106,513),\n\n \n\n**Net\nLoss**. Our net loss in fiscal 2026 was $10,473,672 or ($0.37) per share compared to a net loss $8,399,166 or ($0.41) per share\nin fiscal 2025. The weighted average number of shares outstanding was 30,154,631 compared to 20,491,422 for fiscal 2026 and 2025, respectively.\n\n** **\n\n**LIQUIDITY\nAND CAPITAL RESOURCES**\n\n \n\nAs\nof March 31, 2026, our current assets were $1,859,921 including $200,782 in cash and cash equivalents. In comparison, our current liabilities\nas of that date were $1,377,292 including $1,001,134 of accounts payable and accrued expenses. Our working capital as of March 31, 2026\nwas $482,629.\n\n \n\nThe\nCompany has continued to realize losses from operations. However, as a result of our recent offerings, we believe we will have sufficient\ncash to meet our anticipated operating costs and capital expenditure requirements for at least the next three months. We will need to\nraise additional capital in the future to support our efforts to commercialize Spryng® and our ongoing operations. We expect to continue\nto raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion.\nOur ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and\nmarket\n\nconditions.\nThere can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.\n\n \n\n*Net\nCash Used in Operating Activities*– We used $6,107,286 of net cash in operating activities in fiscal 2026. This cash used\nin operating activities was primarily attributable to our net loss of $10,349,084, offset by stock based compensation of $1,879,890,\nloss on impairment of licensing agreement of $1,000,000 and amortization of debt discount of $977,596.\n\n \n\n*Net\nCash Provided in Investing Activities*– During fiscal 2026, we were provided $11,800 of net cash in due to the return of\na security deposit received from a lease termination offset by the purchase of property and equipment.\n\n* *\n\n*Net\nCash Provided by Financing Activities*– During fiscal 2026, we were provided with net cash of $6,068,579 from financing\nactivities consisting primarily of $4,400,000 from the proceeds of the sale of preferred stock, $851,750 from the exercise of warrants,\n$675,000 from the proceeds of the sale of common stock and warrants, and $492,000 from the proceeds of the issuance of convertible debentures\nand notes payable.\n\n** **\n\n****\n\n29\n\n \n\n** **\n\n**Inventory**\n\n \n\nInventories\nare stated at cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead\nrelated to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion,\ndisposal, and transportation. We regularly review inventory quantities on hand through an inventory count.\n\n \n\nAt\nMarch 31, 2026, the Company’s inventory has a carrying value of $538,366 and consists of $291,218 of net finished\ngoods, $21,850 of work in process and $225,298 in raw material.\n\n \n\nAt\nMarch 31, 2025, the Company’s inventory has a carrying value of $323,504 and consists of $21,782 of finished goods, $41,540 of\nwork in process and $260,182 in raw material.\n\n \n\n**MATERIAL\nCOMMITMENTS**\n\n \n\n**Notes\nPayable and Accrued Interest**\n\n \n\nAs\nof March 31, 2026, we were obligated on two short-term promissory notes to one investor totaling $320,000 with an annual interest rate\nof six percent (6%). The first promissory note was initiated on February 26, 2026, in the amount of $150,000 with a maturity date of\nFebruary 26, 2027. The second promissory note was initiated on March 11, 2026, in the amount of $170,000 with a maturity date of March\n11, 2027. Accrued interest on both notes at March 31, 2026 was $1,447.\n\n \n\n**OFF-BALANCE\nSHEET ARRANGEMENTS**\n\n \n\nAs\nof March 31, 2026, and as of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably\nlikely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of\noperations, liquidity, capital expenditures or capital resources that are material to investors.\n\n** **\n\n**GOING\nCONCERN**\n\n \n\nThe\nindependent auditors’ report accompanying our March 31, 2026, Form 10-K and financial statements contains an explanatory paragraph\nexpressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that\nwe will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in\nthe ordinary course of business. Our working capital as of March 31, 2026 was $482,629.\n\n \n\n**CRITICAL\nACCOUNTING POLICIES**\n\n \n\nWe\nprepare our consolidated financial statements in accordance with generally accepted accounting standards in the United States of\nAmerica. Our significant accounting policies are described in Note 1 to our consolidated financial statements attached\nhereto. We believe the following critical accounting policies involve the most significant judgments and estimates used in the\npreparation of the consolidated financial statements.\n\n \n\n**RECENTLY\nISSUED ACCOUNTING STANDARDS**\n\n \n\nIn December 2023, the FASB issued ASU 2023-09, Income\nTaxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity’s\neffective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing\nmore detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public entities\nwith fiscal years beginning after December 15, 2024. The Company adopted this guidance for the year ended March 31, 2026 and applied the\nguidance on a retrospective basis. The adoption did not have a material impact on the consolidated financial statements. Refer to Note 14\nfor further details.\n\n \n\nThe\nCompany has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the periods\nreported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting\nprinciples, other than ASU 2023-09, Income Taxes (Topic 740) discussed above, and do not believe that any new or modified principles will have a material impact on the Company’s reported financial\nposition or operations in the near term. The applicability of any standard is subject to formal review of the Company’s financial\nmanagement.\n\n \n\n30\n\n \n\n \n\nAll\nother newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable."}