{"url_path":"/sec/pmnt/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1849221/0001493152-26-030418-index.html","accession_number":"0001493152-26-030418","cik":"0001849221","ticker":"PMNT","issuer_name":"Perfect Moment Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1849221/0001493152-26-030418-index.html","primary_entity_key":"0001849221","primary_entity_name":"Perfect Moment Ltd."},"word_count":918,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**\n\n \n\n**Transactions\nwith Related Persons**\n\n \n\nWe\nfollow ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. When\nand if we contemplate entering into a transaction in which any executive officer, director, nominee, or any family member of the foregoing\nwould have a direct or indirect interest, regardless of the amount involved, the terms of such transaction are to be presented to our\nfull board of directors (other than any interested director) for approval, and documented in the board minutes.\n\n \n\nSEC\nregulations define the related person transactions that require disclosure to include any transaction, arrangement or relationship in\nwhich the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end\nfor the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will have a\ndirect or indirect material interest. A related person is: (i) an executive officer, director or director nominee of the company, (ii)\na beneficial owner of more than 5% of our common stock, (iii) an immediate family member of an executive officer, director or director\nnominee or beneficial owner of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing\npersons or in which any of the foregoing persons has a substantial ownership interest or control.\n\n \n\nIn\naddition to the executive officer and director compensation arrangements discussed in “Executive Compensation,” the following\nis a description of all related person transactions that occurred during the fiscal year ended March 31, 2026.\n\n \n\n**Consulting\nAgreements with Directors**\n\n \n\nCertain\ndirectors of the Company and its subsidiaries provided consulting and advisory services to the Company, as non-employees, recognized\nin selling, general and administrative expenses in our consolidated financial statements contained elsewhere in this Annual Report. As\nof March 31, 2026, $9,000 of these expenses were unpaid.\n\n \n\n56\n\n \n\n \n\nBelow\nare the directors of the Company and its subsidiaries, that provided consulting and advisory services during the year.\n\n \n\n  \n\n**Year Ended**\n\n**March 31, 2026**\n  \n\n**Year Ended**\n\n**March 31, 2025**\n \n\n  \n   \n  \n\n(Amounts in thousands) \n    \n   \n\n(A) Max Gottschalk (director of the Company) \n$292  \n$185 \n\nTotal Expenses \n$292  \n$185 \n\n \n\n \n**(A)**\nWe,\nthrough PMA, were party to a consulting agreement with Max Gottschalk, dated May 15, 2019, pursuant to which Mr. Gottschalk received\nfees for services rendered amounting to £12,000 per month in his capacity as a non-employee director. Effective May 1, 2025,\nMr. Gottschalk transitioned to the role of Executive Director and Chairman of the Board under a new consulting agreement, pursuant\nto which he receives a monthly fee of CHF 20,080.15. The amount reported above reflects the aggregate fees paid to Mr. Gottschalk\nduring the fiscal year ended March 31, 2026, comprising $15,764 paid under the prior consulting agreement for the period April 1\nto April 30, 2025, and $276,441 paid under the new consulting agreement for the period May 1, 2025 to March 31, 2026. Mr. Gottschalk’s\ncompensation is disclosed in further detail in the Summary Compensation Table appearing elsewhere in this Annual Report.\n\n \n\n**Review,\nApproval or Ratification of Transactions with Related Parties**\n\n \n\nOur\nboard of directors reviews and approves transactions with directors, officers and holders of five percent or more of our voting securities\nand their affiliates, each a related party. The material facts as to the related party’s relationship or interest in the transaction\nare disclosed to our board of directors prior to their consideration of such transaction, and the transaction is not considered approved\nby our board of directors unless a majority of the directors who are not interested in the transaction approve the transaction. Further,\nwhen stockholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship\nor interest in the transaction are disclosed to the stockholders, who must approve the transaction in good faith.\n\n \n\nWe\nhave adopted a written related party transactions policy that such transactions must be approved by our audit committee or another independent\nbody of our board of directors.\n\n \n\n**Director\nIndependence**\n\n \n\nAs\nour common stock was listed for trading on the NYSE American during the fiscal year ended March 31, 2026, we have evaluated independence in accordance with the rules of\nthe NYSE American Company Guide and the SEC with respect to each director and director nominee. Our board of directors undertook a review\nof the independence of its members and considered whether any director has a material relationship with us that could compromise his\nor her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon the information requested from\nand provided by each director concerning their background, employment, and affiliations, including family relationships, our Board has\ndetermined that each of the following non-employee directors are independent as that term is defined under the rules of the NYSE American\nCompany Guide.\n\n \n\n57\n\n \n\n \n\nIn\nmaking these determinations, our board of directors considered the current and prior relationships that each non-employee director has\nwith us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the\nbeneficial ownership of capital stock by each non-employee director, and the transactions involving their affiliates described in this\nAnnual Report.\n\n \n\nAll\nof the members of the Audit, Nomination, and Compensation Committees are also independent.\n\n \n\nBased\non these standards, our board of directors determined Jane Gottschalk, and Max Gottschalk were not independent."}