Material Event Form 8 K

Item 8.01 Other Events

Non-Employee Director Compensation Policy

On October 8, 2024, the Board of Directors (the "Board") of PetVivo Holdings, Inc. (the "Company") approved and paid non-employee director compensation for the period from October 1, 2024 through September 30, 2025. Non-employee directors, including those serving as chair on a committee, receive annual compensation (the "Annual Award"), payable as follows: (i) $10,000 to each non-employee director as a cash retainer, payable in four equal payments, each payment being paid at the beginning of each quarter of service, as cash flow permits, and the first payment on the date of the Annual Award, which was October 1, 2024, (the "Initial Award Date"), and (ii) an annual equity award of 35,000 restricted stock units (the "RSUs") to each non-employee director; the equity award to vest in four equal amounts at the beginning of each quarter of board service in an amount of 8,750 RSUs per quarter; whereby the vested amounts would be priced at a Volume Weighted Average Price (VWAP) on the date of vesting for each quarter. Additionally, non-employee directors will receive cash payments of $500 for each committee meeting they attend during the year. Finally, annual cash compensation shall be paid to the Board and Committee chairs as follows: (i) $10,000 to the Chairman of the Board, (ii) $10,000 to the Chairman of the Audit Committee, (iii) $6,000 to the Chairman of the Compensation Committee, and (iv) $5,000 to the Chairman of the Governance and Nominating Committee; the payment of chair compensation shall be payable in four equal payments, each payment being paid at the beginning of each quarter of service as cash flow permits.

The fair market value and monetary amount of total directors' compensation expense for the twelve-month period used to determine the Annual Awards is estimated at a total book value of approximately $223,000; this estimated compensation amount includes a per share value assumption of $0.55 for each issued RSU.