{"url_path":"/sec/btcy/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 FORM 10-K SUMMARY**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1630113/0001493152-26-033207-index.html","accession_number":"0001493152-26-033207","cik":"0001630113","ticker":"BTCY","issuer_name":"BIOTRICITY INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1630113/0001493152-26-033207-index.html","primary_entity_key":"0001630113","primary_entity_name":"BIOTRICITY INC."},"word_count":16385,"has_tables":true,"body_markdown":"**ITEM\n16. FORM 10-K SUMMARY**\n\n \n\nNone.\n\n \n\n63\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report\nto be signed on its behalf by the undersigned, thereunto duly authorized on the day of July 14, 2026.\n\n \n\n \n**BIOTRICITY\nINC.**\n\n \n \n \n\n \nBy:\n*/s/\nWaqaas Al-Siddiq*\n\n \n \nWaqaas\nAl-Siddiq\n\n \n \nChief\nExecutive Officer and President\n\n \n\nIn\naccordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant\nand in the capacities and on the dates indicated.\n\n \n\n**Signature**\n \n**Title**\n \n**Date**\n\n \n \n \n \n \n\n*/s/\nWaqaas Al-Siddiq*\n \nChairman,\nPresident and Chief Executive Officer (principal executive officer)\n \nJuly 14, 2026\n\nWaqaas\nAl-Siddiq\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nJohn Ayanoglou*\n \nChief\nFinancial Officer (principal financial and accounting officer)\n \nJuly 14, 2026\n\nJohn\nAyanoglou\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nDavid A. Rosa*\n \nDirector\n \nJuly 14, 2026\n\nDavid\nA. Rosa\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nJainal Bhuiyan*\n \nDirector\n \nJuly 14, 2026\n\nJainal\nBhuiyan\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nRonald McClurg*\n \nDirector\n \nJuly 14, 2026\n\nRonald\nMcClurg\n \n \n \n \n\n \n\n64\n\n \n\n** **\n\n**Consolidated\nFinancial Statements**\n\n**Biotricity\nInc.**\n\n**For\nthe years ended March 31, 2026 and 2025**\n\n \n\n**Table\nof Contents**\n\n \n\n[Report\nof Independent Registered Public Accounting Firm](#s_001) (PCAOB ID: 5828)\nF-1\n\nConsolidated\nFinancial Statements for the years ended March 31, 2026 and 2025:\n \n\n[Consolidated\nBalance Sheets](#s_002)\nF-3\n\n[Consolidated\nStatements of Operations and Comprehensive Loss](#s_003)\nF-4\n\n[Consolidated\nStatements of Mezzanine Equity and Stockholders’ Deficiency](#s_004)\nF-5\n\n[Consolidated\nStatements of Cash Flows](#s_005)\nF-6\n\n[Notes\nto Consolidated Financial Statements](#s_006)\nF-7\n- F-21\n\n \n\n65\n\n \n\n  \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and Stockholders of Biotricity Inc.:\n\n \n\n**Opinion\non the Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying consolidated balance sheets of Biotricity Inc. and its subsidiary (the Company) as of March 31, 2026 and\n2025 and the related consolidated statements of operations and comprehensive loss, mezzanine equity and stockholders’ deficiency,\nand cash flows for each of the years in the two-year period ended March 31, 2026 and related notes (collectively referred to as the financial\nstatements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of\nthe Company as at March 31, 2026 and 2025 and the results of its operations and its cash flows for each of the years in the two-year\nperiod ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Material\nUncertainty Related to Going Concern**\n\n \n\nThe\naccompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to\nthe financial statements, the Company has incurred recurring losses from operations, has negative cash flows from operating activities,\nworking capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern.\nManagement’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments\nthat might result from the outcome of this uncertainty.\n\n \n\n**Basis\nfor Opinion**\n\n** **\n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides\na reasonable basis for our opinion.\n\n \n\nF-1\n\n \n\n \n\n \n\n \n\n**Critical\nAudit Matters**\n\n \n\nThe\ncritical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated\nor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial\nstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters\ndoes not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit\nmatters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\n\n \n\n**Valuation\nof Derivative Liabilities**\n\n \n\n*Critical\nAudit Matter Description*\n\n* *\n\nAs\ndescribed further in Notes 5 and 8 to the financial statements, the Company determined that the conversion features and redemption features\nof its convertible promissory notes, certain warrants, and Series A and Series B preferred shares, issued in conjunction with financing\narrangements required to be accounted for as derivative liabilities. The derivative liabilities are recorded at fair value when issued\nand subsequently re-measured to fair value each reporting period. These derivatives require valuation techniques that may include complex\nmodels and non-observable inputs, requiring management’s estimation and judgment.\n\n \n\n*How\nthe Critical Audit Matter was Addressed in the Audit*\n\n \n\nTo\ntest the valuation of the derivative liabilities, our audit procedures included, among others, reviewing the terms of the underlying\ninstruments, testing management’s process for developing the fair value measurement, evaluating the appropriateness of the methodologies\nused in the valuation model and testing the reasonableness of the significant assumptions and inputs used. We have also evaluated the\nfinancial statement disclosures related to these matters.\n\n \n\n**Accounting\nand classification of mezzanine equity**\n\n \n\n*Critical\nAudit Matter Description*\n\n \n\nAs\ndescribed further in Note 9 to the financial statements, the Company identified that the Series B preferred shares are required to be\naccounted for and classified as mezzanine equity. The accounting and classification of Series B preferred shares requires significant\nmanagement judgment in applicable accounting guidance in these areas and the significant nature of the financing arrangement.\n\n \n\n*How\nthe Critical Audit Matter was Addressed in the Audit*\n\n \n\nTo\ntest the accounting and classification related to the mezzanine equity, our audit procedures included, among others, examining and evaluating\nthe underlying financing terms and agreements, and assessing the Company’s analysis of the accounting of the mezzanine equity,\nin accordance with relevant accounting standards. We have also evaluated the financial statement disclosures related to these matters.\n\n \n\n \n*/s/\nSRCO Professional Corporation*\n\n \n \n\nWe\nhave served as the Company’s auditor since 2015\n\nRichmond\nHill, Ontario, Canada\n\nJuly 14, 2026\n\nCHARTERED\nPROFESSIONAL ACCOUNTANTS\n\nAuthorized\nto practice public accounting by the\n\nChartered\nProfessional Accountants of Ontario\n\n \n\nF-2\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n**(Expressed\nin US Dollars)**\n\n \n\n****\n\n \n\n  \nAs\nat March 31, 2026  \nAs\nat March 31, 2025 \n\n  \n   \n$ \n\nCURRENT\nASSETS \n    \n   \n\nCash \n 149,789  \n365,145 \n\nAccounts\nreceivable, net [Note 3] \n 2,932,899  \n 1,658,772 \n\nInventory\n[Note 3] \n 1,341,295  \n 1,555,385 \n\nDeposits\nand other receivables \n 1,432,501  \n 1,059,990 \n\nTotal\ncurrent assets \n 5,856,484  \n 4,639,292 \n\n  \n    \n   \n\nDeposits\nand other receivables [Note 12] \n 109,297  \n 109,297 \n\nLong-term\naccounts receivable \n 130,847  \n 70,713 \n\nProperty\nand equipment [Note 13] \n 3,646  \n 9,599 \n\nOperating\nright of use assets [Note 12] \n 346,214  \n 812,053 \n\nTOTAL\nASSETS \n 6,446,488  \n 5,640,954 \n\n  \n    \n   \n\nCURRENT\nLIABILITIES \n    \n   \n\nAccounts\npayable and accrued liabilities [Note 4] \n 8,970,870  \n 7,661,924 \n\nConvertible\npromissory notes and short term loans [Note 5] \n 11,114,209  \n 9,618,738 \n\nTerm\nloans, current [Note 6] \n 14,680,914  \n 2,400,000 \n\nDerivative\nliabilities [Note 8] \n 445,893  \n 424,200 \n\nAdvance\nfrom customers \n 1,531,530  \n — \n\nOperating\nlease obligations, current [Note 12] \n 397,830  \n 531,286 \n\nTotal\ncurrent liabilities \n 37,141,246  \n 20,636,148 \n\n  \n    \n   \n\nFederally\nguaranteed loans [Note 7] \n 870,800  \n 870,800 \n\nTerm\nloans [Note 6] \n —  \n 12,271,559 \n\nDerivative\nliabilities [Note 8] \n 1,396,908  \n 1,478,717 \n\nOperating\nlease obligations \n —  \n 397,830 \n\nTOTAL\nLIABILITIES \n 39,408,954  \n 35,655,054 \n\n  \n    \n   \n\nMezzanine\nEquity \n    \n   \n\nSeries\nB Convertible Redeemable preferred stock, $0.001 par value, 600 shares authorized as of March 31, 2026 and March 31, 2025, respectively,\n335 and 385 shares issued and outstanding as of March 31, 2026 and March 31, 2025, respectively [Note 9] \n 1,714,476  \n 2,000,290 \n\n  \n    \n   \n\nSTOCKHOLDERS’\nEQUITY (DEFICIENCY) \n    \n   \n\nPreferred stock,\n$0.001 par value, 9,979,400 shares authorized as of March 31, 2026 and March 31, 2025, respectively, 1 share issued and outstanding\nas of March 31, 2026 and March 31, 2025 [Note 9] \n 1  \n 1 \n\nPreferred stock,\n$0.001 par value, 20,000 authorized as at March 31, 2026 and March 31, 2025, 201 preferred shares issued and outstanding as at March\n31, 2026 and as at March 31, 2025. [Note 9] \n —  \n — \n\nPreferred stock, value \n —  \n — \n\nCommon\nstock, $0.001 par value, 125,000,000 authorized as at March 31, 2026 and March 31, 2025. Issued and outstanding common shares: 28,597,315\nand 26,081,295 as at March 31, 2026 and March 31, 2025, respectively, and exchangeable shares of 160,672 outstanding as at March 31,\n2026 and March 31, 2025. [Note 9]\n \n 28,759  \n 26,243 \n\nShares to be issued 1,005,815\nand 324,276 shares of common stock as at March 31, 2026 and March 31, 2025, respectively [Note 9] \n 284,668  \n 284,244 \n\nAdditional\npaid-in-capital \n 107,621,813  \n 107,123,300 \n\nAccumulated\nother comprehensive loss \n (41,940) \n (6,393)\n\nAccumulated\ndeficit \n (142,570,243) \n (139,441,785)\n\nTotal\nstockholders’ equity (deficiency) \n (34,676,942) \n (32,014,390)\n\nTOTAL\nLIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIENCY \n 6,446,488  \n5,640,954 \n\n \n\nCommitments\nand contingencies *[Note 11]*\n\n \n\nSubsequent\nevents *[Note 14]*\n\n \n\n*See\naccompanying notes to consolidated financial statements*\n\n* *\n\nF-3\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS**\n\n**(Expressed\nin US Dollars)**\n\n \n\n****\n\n \n\n  \n\nYear\nEnded\n\nMarch\n31, 2026\n  \n\nYear\nEnded\n\nMarch\n31, 2025\n \n\n  \n **$**  \n **$** \n\n  \n    \n   \n\nREVENUE \n 15,998,239  \n 13,790,294 \n\n  \n    \n   \n\nCost\nof Revenue \n 3,049,441  \n 3,225,803 \n\nGROSS\nPROFIT \n 12,948,798  \n 10,564,491 \n\n  \n    \n   \n\nEXPENSES \n    \n   \n\nSelling,\ngeneral and administrative expenses \n 8,493,365  \n 10,857,797 \n\nResearch\nand development expenses \n 2,764,197  \n 2,155,660 \n\nTOTAL\nOPERATING EXPENSES \n 11,257,562  \n 13,013,457 \n\nINCOME\n(LOSS) FROM OPERATIONS \n 1,691,236  \n (2,448,966)\n\n  \n    \n   \n\nOther\nincome/(expense) *[Note 3]* \n 159,978  \n (78,569)\n\nInterest\nexpense \n (3,361,950) \n (3,262,038)\n\nGain/(Loss)\nupon convertible promissory notes conversion and redemption *[Note 8]* \n 19,842  \n (137,934)\n\nAccretion\nand amortization expenses \n (745,896) \n (1,939,816)\n\nChange\nin fair value of derivative liabilities *[Note 8]* \n (167,349) \n (553,856)\n\nNET\nLOSS BEFORE INCOME TAXES \n (2,404,139) \n (8,421,179)\n\n  \n    \n   \n\nIncome\ntaxes \n —  \n — \n\nNET\nLOSS BEFORE DIVIDENDS \n (2,404,139) \n (8,421,179)\n\n  \n    \n   \n\nPreferred\nStock Dividends \n (724,319) \n (466,141)\n\nDeemed\nDividend \n —  \n (3,054,680)\n\nNET\nLOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS \n (3,128,458) \n (11,942,000)\n\n  \n    \n   \n\nTranslation\nadjustment \n (35,547) \n 113,414 \n\n  \n    \n   \n\nCOMPREHENSIVE\nLOSS \n (3,164,005) \n (11,828,586)\n\n  \n    \n   \n\nLOSS\nPER SHARE, BASIC AND DILUTED \n (0.115) \n (0.555)\n\n  \n    \n   \n\nWEIGHTED\nAVERAGE NUMBER OF COMMON SHARES OUTSTANDING \n 27,304,317  \n 21,524,884 \n\n \n\n*See\naccompanying notes to the consolidated financial statements*\n\n* *\n\nF-4\n\n \n\n \n\n**BIOTRICITY,\nINC.**\n\n**CONSOLIDATED\nSTATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY**\n\n**(Expressed\nin US Dollars)**\n\n \n\n****\n\n** **\n\n  \nShares  \n$  \n$  \nShares  \n$  \nShares  \n$  \nShares  \n$  \n$  \n$  \n$  \n$ \n\n  \nMezzanine\nEquity  \n\nTotal\n\nMezzanine\n\nEquity\n  \n\nPreferred\n\nstock\n\n  \n\nCommon\nstock\n\nand\nexchangeable\n\ncommon\nshares\n  \nShares\nto be Issued  \n\nAdditional\n\npaid\nin\n\ncapital\n  \n\nAccumulated\n\nother\n\ncomprehensive\n\n(loss)\nincome\n  \n\nAccumulated\n\ndeficit\n  \n\nTotal\n\nStockholders’\n\nDeficiency\n \n\n  \nShares  \n$  \n$  \nShares  \n$  \nShares  \n$  \nShares  \n$  \n$  \n$  \n$  \n$ \n\n  \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n  \n\nBalance,\nMarch 31, 2025 \n 385  \n 2,000,290  \n 2,000,290  \n 201  \n 1  \n 26,241,967  \n 26,243  \n 581,599  \n 284,244  \n 107,123,300  \n (6,393) \n (139,441,785) \n (32,014,390)\n\nIssuance\nof warrants for brokers [Note 9] \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n 38,078  \n —  \n —  \n 38,078 \n\nConversion\nof mezzanine equity into common shares [Note 9] \n (30) \n (171,488) \n (171,488) \n —  \n —  \n 2,506,020  \n 2,506  \n 424,216  \n 424  \n 431,043  \n —  \n —  \n 433,973 \n\nRedemption\nof convertible preferred shares [Note 9] \n (20) \n (114,326) \n (114,326) \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n — \n\nIssuance\nof shares for services [Note 9] \n —  \n —  \n —  \n —  \n —  \n 10,000  \n 10  \n —  \n —  \n 3,760  \n —  \n —  \n 3,770 \n\nStock\nbased compensation - ESOP [Note 9] \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n 25,632  \n —  \n —  \n 25,632 \n\nCash\nissuance costs [Note 9] \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n — \n\nTranslation\nadjustment \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n (35,547) \n —  \n (33,547)\n\nNet\nloss before dividends for the period \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n (2,404,139) \n (2,404,139)\n\nPreferred\nstock dividends \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n (724,319) \n (724,319)\n\nDeemed\nDividend \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n — \n\nBalance,\nMarch 31, 2026 \n 335  \n 1,714,476  \n 1,714,476  \n 201  \n 1  \n 28,757,987  \n 28,759  \n 1,005,815  \n 284,668  \n 107,619,813  \n (41,940) \n (142,570,243) \n (34,676,942)\n\n \n\n  \n **Shares**  \n $  \n $  \n **Shares**  \n $  \n **Shares**  \n $  \n **Shares**  \n $  \n $  \n $  \n $  \n $ \n\n  \n \n**Mezzanine**\n\n**Equity**\n\n \n**Total**\n\n**Mezzanine\nEquity**\n  \n \n**Preferred**\n\n**stock**\n\n \n**Common\nstock**\n\n**and\nexchangeable**\n\n**common\nshares**\n\n **Shares\nto be Issued**\n \n**Additional**\n\n**paid\nin**\n\n**capital**\n  \n \n**Accumulated**\n\n**other**\n\n**comprehensive**\n\n**(loss)\nincome**\n  \n \n**Accumulated**\n\n**deficit**\n  \n \n**Total**\n\n**Stockholders’**\n\n**Deficiency**\n \n\n  \n **Shares**  \n $  \n $  \n **Shares**  \n $  \n **Shares**  \n $  \n **Shares**  \n $  \n $  \n $  \n $  \n $ \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance,\nMarch 31, 2024 \n 265  \n 1,488,920  \n 1,488,920  \n 6,305  \n 7  \n 9,514,440  \n 9,515  \n 344,276  \n 269,065  \n 95,723,083  \n 32,378  \n (127,499,785) \n (31,465,737)\n\nIssuance\nof mezzanine equity [Note 9] \n 220  \n 1,082,999  \n 1,082,999  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n — \n\nIssuance\nof common shares from at-the-market transaction [Note 9] \n —  \n —  \n —  \n —  \n —  \n 97,811  \n 98  \n —  \n —  \n 125,129  \n —  \n —  \n 125,227 \n\nConversion\nof mezzanine equity into common shares [Note 9] \n (100) \n (571,630) \n (571,630) \n —  \n —  \n 4,365,022  \n 4,365  \n (320,321) \n (228,786) \n 1,240,257  \n —  \n —  \n 1,015,836 \n\nConversion\nof preferred shares into common shares [Note 9] \n —  \n —  \n —  \n (6,104) \n (6) \n 8,952,170  \n 8,952  \n —  \n —  \n 4,925,756  \n —  \n —  \n 4,934,702 \n\nConversion\nof convertible notes into common shares [Note 9 \n —  \n —  \n —  \n —  \n —  \n 1,595,445  \n 1,595  \n 577,644  \n 259,245  \n 2,170,338  \n —  \n —  \n 2,431,178 \n\nIssuance\nof shares for services [Note 9] \n —  \n —  \n —  \n —  \n —  \n 716,666  \n 717  \n (20,000) \n (15,280) \n 335,446  \n —  \n —  \n 320,883 \n\nIssuance\nof shares for settlement of accounts payable [Note 9] \n —  \n —  \n —  \n —  \n —  \n 1,000,413  \n 1,000  \n —  \n —  \n 989,408  \n —  \n —  \n 990,409 \n\nStock\nbased compensation - ESOP [Note 9] \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n 1,461,698  \n —  \n —  \n 1,461,698 \n\nTranslation\nadjustment \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n 113,414  \n —  \n 113,414 \n\nNet\nloss before dividends for the period \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n (8,421,179) \n (8,421,179)\n\nPreferred\nstock dividends \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n (466,141) \n (466,141)\n\nDeemed\nDividend \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n (3,054,680) \n (3,054,680)\n\nBalance,\nMarch 31, 2025 \n 385  \n 2,000,290  \n 2,000,290  \n 201  \n 1  \n 26,241,967  \n 26,243  \n 581,599  \n 284,244  \n 106,971,115  \n 145,792  \n (139,441,785) \n (32,014,390)\n\n* *\n\n*See\naccompanying notes to the consolidated financial statements*\n\n* *\n\nF-5\n\n \n\n* *\n\n**BIOTRICITY\nINC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n**(Expressed\nin US dollars)**\n\n \n\n****\n\n \n\n  \n\n**Year\nended**\n\n**March\n31, 2026**\n  \n\n**Year\nended**\n\n**March\n31, 2025**\n \n\n  \n   \n  \n\nCASH\nFLOWS FROM OPERATING ACTIVITIES \n    \n   \n\nNet\nloss before dividends \n **(2,404,139****)** \n (8,421,179)\n\nAdjustments\nto reconcile net loss to net cash used in operations \n    \n   \n\nStock\nbased compensation \n 25,632  \n 1,461,698 \n\nIssuance of shares\nfor services \n 3,770  \n 320,883 \n\nIssuance\nof warrants for brokers, at fair value \n 38,078  \n - \n\nAccretion\nand amortization expenses \n 745,896  \n 1,939,816 \n\nChange\nin fair value of derivative liabilities \n 167,349  \n 553,856 \n\n(Gain)\nLoss on debt conversion and redemption \n (1,252) \n 137,934 \n\nLoss\nupon settlement of accounts payable \n —  \n 249,093 \n\nLoss\non debt and warrant modification \n —  \n — \n\nProperty\nand equipment depreciation \n 5,953  \n 5,953 \n\n  \n    \n   \n\nChanges\nin operating assets and liabilities: \n    \n   \n\nAccounts\nreceivable, net \n (1,334,260) \n (110,923)\n\nOperating right of use assets amortization\n \n 465,839  \n 409,540 \n\nInventory \n 214,090 \n 324,017 \n\nDeposits\nand other receivables \n (372,511) \n (747,831)\n\nAdvance\nfrom Customers  \n 1,531,530  \n - \n\nAccounts\npayable and accrued liabilities and lease obligations \n 195,070  \n 1,496,966 \n\nNet\ncash used in operating activities \n (718,955) \n (2,380,177)\n\n  \n    \n   \n\nCASH\nFLOWS FROM FINANCING ACTIVITIES \n    \n   \n\nIssuance of common\nshares, net \n —  \n 125,227 \n\nIssuance of preferred\nshares, net \n —  \n 1,732,532 \n\nRedemption of preferred\nshares  \n (200,000) \n - \n\nProceeds\nfrom convertible debentures, net \n —  \n 1,835,000 \n\nProceeds\nfrom (repayment of) short term loan and promissory notes, net \n 1,381,769  \n (1,733,516) \n\nTerm\nLoan, net \n (600,000) \n - \n\nPreferred\nStock Dividend \n (24,033) \n (29,984)\n\nNet\ncash provided by financing activities \n 557,736  \n 1,929,259 \n\n  \n    \n   \n\nEffect\nof foreign currency translation \n (54,137) \n 30,003 \n\nNet\nincrease (decrease) in cash during the year \n (161,219) \n (450,918) \n\nCash,\nbeginning of year \n 365,145  \n 786,060 \n\nCash,\nend of year \n 149,789  \n 365,145 \n\n  \n    \n   \n\nSupplemental\ndisclosure of cash flow information: \n    \n   \n\nInterest\npaid \n 2,878,857  \n 3,611,939 \n\nTaxes \n —  \n — \n\n*Supplemental disclosure of non-cash financing activities:* \n    \n   \n\nConversion of Series B notes\ninto common stock \n 433,973  \n 5,950,545 \n\nConversion of convertible\nnotes into common stock \n —  \n 2,401,735 \n\nWarrants issued and recorded as debt discount \n 38,078  \n — \n\n \n\n*See\naccompanying notes to the consolidated financial statements*\n\n* *\n\nF-6\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\n**1.\nNATURE OF OPERATIONS**\n\n \n\nBiotricity\nInc. (formerly MetaSolutions, Inc.) (the “Company” or “Biotricity”) was incorporated under the laws of the State\nof Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the\nProvince of Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-over on February 2, 2016.\n\n \n\nThe Company and iMedical are engaged in the research,\ndevelopment and commercialization of technology-enabled healthcare solutions focused on remote patient monitoring, diagnostics and chronic\ndisease management. The Company’s principal products include the Bioflux® platform, a mobile cardiac telemetry and remote cardiac\nmonitoring solution designed to assist healthcare providers in the diagnosis and management of cardiac arrhythmias, and the Biocore®\nplatform, a wearable remote monitoring solution that enables the collection, transmission and analysis of physiological data. The Company\nis focused on developing and commercializing an ecosystem of connected healthcare technologies that improve patient outcomes while providing\nhealthcare providers with actionable clinical information.\n\n \n\nTo date, the Company’s efforts have been primarily\ndevoted to research and development activities, product commercialization, expanding its customer base, and enhancing its remote monitoring\ntechnology platform and related services. \n\n \n\n**2.\nBASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION**\n\n \n\nThe\nconsolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the\nUnited States of America (“US GAAP”) and are expressed in United States dollars (“USD”).\n\n \n\nThe\nconsolidated financial statements of the Company have been prepared on a historical cost basis except Cash and derivative liabilities\nwhich are carried at fair value.\n\n \n\nThe\nconsolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant intercompany accounts\nand transactions have been eliminated.\n\n \n\n*Reclassifications*\n\n* *\n\nCertain\namounts presented in the prior year period have been reclassified to conform to current period consolidated financial statement presentation.\n\n** **\n\n**Going\nConcern, Liquidity and Basis of Presentation**\n\n \n\nThe accompanying consolidated financial statements\nhave been prepared assuming that the Company will continue as a going concern. The Company continues to focus on commercialization of\nits products, expansion of its customer base and development of additional technologies and services.\n\n \n\nAs of March 31, 2026, the Company had cash and cash\nequivalents of $149,789 (2025: $365,145), an accumulated deficit of $142,570,243 (2025: $139,441,785), and a working capital deficiency\nof $31,284,762 (2025: $15,996,856). During the year ended March 31, 2026, the Company generated income from operations of $1,691,236 (2025:\nnegative $2,448,966) but used $718,955 of cash in operating activities.\n\n \n\nThe Company’s limited cash resources, working capital deficiency and ongoing need for additional financing to support\noperations and satisfy debt obligations raise substantial doubt about its ability to continue as a going concern within one year after\nthe issuance date of these consolidated financial statements. The Company’s ability to continue as a going concern is dependent upon its\nability to generate positive cash flows from operations, obtain additional financing and meet its obligations as they become due.\n\n  \n\n**3.\nSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n*Revenue\nRecognition*\n\n \n\nThe\nCompany adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an\namount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying\nthe core principles – (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3)\ndetermine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue\nas performance obligations are satisfied.\n\n \n\nBoth\nthe Bioflux mobile cardiac telemetry device, and the Biocore device are wearable devices. The cardiac data that the devices monitor and\ncollect is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility\nfor electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional.\nRevenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with\ntheir licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis\nand therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that\nis generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether\nor not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services\nhave been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price\nis fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the\nCompany recognizes any significant financing component as revenue over the contractual period using the effective interest method, and\nthe associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that\nis earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue\nwhen the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided\nregardless of whether or when revenue is recognized.\n\n \n\nThe\nCompany may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is\nseparate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working\nto establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and\nmay eventually conduct business.\n\n \n\nThe\nCompany recognized the following forms of revenue for the fiscal years ended March 31, 2026 and 2025:\n\n SCHEDULE OF REVENUE RECOGNITION\n\n  \n2026  \n2025 \n\n  \n**$**  \n**$** \n\nTechnology\nfees \n 14,440,900  \n 12,591,036 \n\nDevice\nsales \n 1,557,339  \n 1,199,258 \n\nRevenue recognized \n 15,998,239  \n 13,790,294 \n\n* *\n\nF-7\n\n \n\n* *\n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n** **\n\n*Inventories*\n\n \n\nInventory is stated at the lower of cost or net realizable value, with cost determined using the weighted-average cost method.\n\n \n\nThe cost of raw materials includes purchase costs\nand freight-in charges directly attributable to acquiring the inventory. The cost of finished goods includes direct labor, manufacturing\noverhead, freight and other costs incurred in bringing the inventory to its present location and condition.\n\n \n\nNet realizable value is based on estimated selling prices\nin the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.\n\n \n\nThe Company evaluates inventory for excess quantities,\nobsolescence and slow-moving items based on historical usage, forecasted demand, product life cycles, technological developments and market\nconditions. Inventory write-downs are recorded when the carrying value of inventory exceeds its estimated net realizable value. Such write-downs\nare recorded within cost of revenues and establish a new cost basis for the inventory.\n\n SCHEDULE OF INVENTORIES\n\n  \n2026  \n2025 \n\n  \n$  \n$ \n\nRaw\nmaterial \n 768,587  \n 1,225,665 \n\nFinished\ngoods \n 572,708  \n 329,720 \n\n  \n    \n   \n\nInventories \n 1,341,295  \n 1,555,385 \n\n \n\n**Accounts\nReceivable - Net**\n\n* *\n\n*Accounts\nReceivable*\n\n* *\n\nAccounts\nreceivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses\nto estimate the amount of receivables that may not be collected. The allowance is determined using a current expected credit loss (“CECL”)\nmethodology that incorporates historical loss experience, current economic conditions, aging of receivable balances, customer-specific\nrisk characteristics and reasonable and supportable forecasts.\n\n \n\nThe\nCompany evaluates receivables collectively based on similar risk characteristics, including customer payment history, aging status, customer\nsignificance and other relevant factors. Receivables deemed uncollectible are written off against the allowance when collection efforts\nhave been exhausted. Recoveries of amounts previously written off are recorded when received.\n\n \n\nAccounts\nreceivable consisted of the following:\n\n SCHEDULE\nOF ACCOUNTS RECEIVABLE\n\n  \n\n**Fiscal Year 2026**\n\n**$**\n  \n\n**Fiscal Year 2025**\n\n**$**\n \n\n  \n   \n  \n\nGross\nAccounts Receivable \n$1,911,354  \n$1,347,417 \n\nOther\nReceivables \n 1,092,371  \n 382,215 \n\n  \n    \n   \n\nGross\nReceivables \n$3,003,725  \n 1,729,632 \n\nProvision \n (70,826) \n (70,860)\n\n**Balance\nend of year** \n$2,932,899  \n$1,658,772 \n\n \n\nAccounts\nreceivable primarily consist of amounts due from medical facilities, government programs, and patients arising from the Company’s normal\ncourse of business.\n\n \n\nOther\nreceivables primarily consist of accrued receivables related to device sales embedded in all-inclusive arrangements, unbilled sales,\naccrued technology fees, receivables from third parties, CARES Act payroll tax refund receivables and receivables from e-commerce platforms.\nIncluded in other receivables is a CARES Act payroll tax refund receivable of $576,000 as of March 31, 2026.\n\n \n\nThe\nincrease in accounts receivable during fiscal 2026 was primarily attributable to increased revenue volume, timing differences in collections\nfrom customers and third-party payors, and the recognition of the CARES Act payroll tax refund receivable.\n\n \n\n**Accounts\nReceivable Aging**\n\n** **\n\nThe\naging analysis below relates only to trade accounts receivable and excludes other receivables.\n\n SCHEDULE\nOF ACCOUNTS RECEIVABLE AGING\n\n** **** **\n**2026**** **\n** **\n**2025**\n** **\n\nCurrent \n$11,813 \n \n$\n189,740\n \n\n31-60 days \n 852,358 \n \n \n13,281\n \n\n61-90 days \n 686,298 \n \n \n586,218\n \n\n91-180 days \n 329,511 \n \n \n493,856\n \n\n180 days or more \n 31,372 \n \n \n73,321\n \n\n  \n   \n \n \n \n \n\nTotal** **\n**$****1,911,353**** **\n** **\n**$**\n**1,347,417**\n** **\n\n \n\n*Allowance\nfor Expected Credit Losses*\n\n \n\nChanges\nin the allowance for expected credit losses for the year ended March 31, 2026 and\n2025 were as follows:\n\n SCHEDULE\nOF CHANGE IN ALLOWANCE FOR CREDIT LOSSES\n\n  \n\n**Fiscal Year 2026**\n\n**$**\n  \n\n**Fiscal Year 2025**\n\n**$**\n \n\n  \n   \n  \n\nBalance beginning of year \n 70,860  \n 59,546 \n\nWrite - offs \n (74,780) \n (48,686)\n\nRecoveries \n 60,000  \n - \n\nProvision during the year \n 14,746  \n 60,000 \n\n  \n    \n   \n\nBalance end of year \n 70,826  \n 70,860 \n\n \n\n*Significant\naccounting estimates and assumptions*\n\n** **\n\nThe\npreparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting\npolicies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities.\nThe estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances,\nthe results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily\napparent from other sources.\n\n \n\nThe\nestimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period\nin which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the\nrevision affects both current and future periods.\n\n \n\nSignificant\naccounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis\nand fair value of warrants, promissory notes, convertible notes and derivative liabilities.\n\n \n\n●\nFair\nvalue of stock options and warrants\n\n \n\nThe Company measures the fair value of stock options and warrants granted to employees, directors, consultants, service\nproviders and financing counterparties using the Black-Scholes option pricing model. The determination of fair value requires management\nto make estimates and assumptions regarding the expected term of the instrument, expected volatility of the Company’s common stock, risk-free\ninterest rate, expected dividend yield and, where applicable, forfeiture rates.\n\n \n\nThe fair value of stock options\nis recognized as stock based compensation expense over the requisite service period. The fair value of warrants issued in\nconnection with financing transactions or for services is recorded based on the nature of the underlying transaction and classified\nas either equity or liability in accordance with applicable accounting guidance.\n\n \n\n●\nFair\nvalue of derivative liabilities\n\n \n\nIn\ndetermining the fair values of the derivative liabilities from the conversion and redemption features, the Company used Monte-Carlo and\nlattice models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in\nthose assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the\nreported loss and comprehensive loss for the applicable reporting period.\n\n \n\n●\nFunctional\ncurrency\n\n \n\nDetermining\nthe appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and\ncountry-specific factors that mainly influence labor, materials, and other operating expenses.\n\n \n\n●\nUseful\nlife of property and equipment\n\n \n\nThe\nCompany employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends\nsuch as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when\ndetermining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific\nfactors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts\nits depreciation methods and assumptions prospectively.\n\n \n\n●\nProvisions\n\n \n\nProvisions\nare recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that\nthe Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is\nthe best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account\nthe risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to\nreflect the current best estimate of the expected future cash flows.\n\n \n\n●\nContingencies\n\n \n\nContingencies\ncan be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one\nor more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently\ninvolves the exercise of significant judgment and the use of estimates regarding the outcome of future events.\n\n \n\n●\nInventory\nobsolescence\n\n \n\nInventories are stated at the lower\nof cost and net realizable value. Net realizable value of our inventory is generally the selling price less normally predictable costs\nof disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold,\ntaking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down\nto net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling\nprices.\n\n \n\nF-8\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\n●\nIncome\nand other taxes\n\n \n\nThe\ncalculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding\nthe carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation\nof income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary\ndifferences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income\ntax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts\nare adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.\n\n \n\nWhen\nthe forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset\nis recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes\nto the current or deferred income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included\nas part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future\ncash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes\nin interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future.\nThe amount of such a change cannot be reasonably estimated.\n\n \n\n●\nIncremental\nborrowing rate for lease\n\n \n\nThe\ndetermination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection\nof the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions\nare required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have\na significant effect on the Company’s consolidated financial statements.\n\n \n\n*Earnings\n(Loss) Per Share*\n\n \n\nThe\nCompany has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)\nTopic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic loss per share\nof common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.\nDiluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average\nshares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive.\nThe Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted\nstock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury\nmethod for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible\npromissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as\nno conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss\nper share because such inclusion would be anti-dilutive given the net loss reported for the periods presented.\n\n \n\n*Cash*\n\n \n\nCash\nincludes cash on hand and balances with banks.\n\n \n\nAs\nof March 31, 2026, and 2025, cash balance of US$ 140,932 and US$ 259,478 were at financial institutions in the United States that were\nnot covered by the United States Deposit Protection Regulation.\n\n \n\n*Foreign\nCurrency Translation*\n\n \n\nThe\nfunctional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar.\nTransactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange\nrates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using\nthe exchange rate prevailing at the consolidated balance sheet date. Non-monetary assets and liabilities are translated using the historical\nrate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are\nincluded in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiary from their\nfunctional currency into the Company’s reporting currency of United States dollars, consolidated balance sheet accounts are translated\nusing the closing exchange rate in effect at the consolidated balance sheet date and income and expense accounts are translated using\nan average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in\naccumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these consolidated financial\nstatements, entered into derivative instruments to offset the impact of foreign currency fluctuations.\n\n \n\n*Accounts\nReceivable*\n\n \n\nAccounts receivable consists of amounts due to the Company from medical\nfacilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients,\nas a result of the Company’s normal business activities. Accounts receivable is reported on the consolidated balance sheets net\nof an estimated allowance for expected credit losses. The Company establishes an allowance for expected credit losses for estimated uncollectible\nreceivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates\nthat are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative\nexpenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when\nit is deemed that a balance is uncollectible.\n\n \n\n*Customer\nConcentration*\n\n* *\n\nFor the year ended March 31, 2026,\ntwo customer accounted for 20% and 10%\nof the Company’s revenues. For the year ended March 31, 2025, one customer accounted for approximately 29%\nof the Company’s revenues.\n\n \n\n*Fair\nValue of Financial Instruments*\n\n \n\nASC\n820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements\nof assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer\na liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between\nmarket participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize\nthe use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels\nof inputs that may be used to measure fair value:\n\n \n\n●\nLevel 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.\n\n \n\n●\nLevel 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.\n\n \n\n●\nLevel 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s\nbest estimate of what market participants would use as fair value.\n\n \n\nIn\ninstances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy,\nthe level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is\nsignificant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to\nthe fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.\n\n \n\nF-9\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\nFair\nvalue estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective\ncarrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these\ninstruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits\nand other receivables, convertible promissory notes and short term loans, federally guaranteed loans, term loans and accounts payable\nand accrued liabilities. The Company’s derivative liabilities are carried at fair values and are classified as Level 3 financial\ninstruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal\ncredit risk.\n\n \n\nThe\nfair value of financial instruments measured on a recurring basis is as follows:\n\n SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS\n\n  \nAs\nof March 31, 2026 \n\nDescription \nTotal  \nLevel\n1  \nLevel\n2  \nLevel\n3 \n\nAssets: \n   \n   \n   \n  \n\nTotal\nassets at fair value \n$—  \n$—  \n$—  \n$— \n\n  \n    \n    \n    \n   \n\nLiabilities: \n    \n    \n    \n   \n\nDerivative\nliabilities, short-term \n$445,893  \n$—  \n$—  \n$445,893 \n\nDerivative\nliabilities, long-term \n 1,396,908  \n$—  \n —  \n$1,396,908 \n\nTotal\nliabilities at fair value \n$1,842,801  \n$—  \n$—  \n$1,842,801 \n\n \n\n  \nAs\nof March 31, 2025 \n\nDescription \nTotal  \nLevel\n1  \nLevel\n2  \nLevel\n3 \n\nAssets: \n   \n   \n   \n  \n\nTotal\nassets at fair value \n$—  \n$—  \n$—  \n$— \n\n  \n    \n    \n    \n   \n\nLiabilities: \n    \n    \n    \n   \n\nDerivative\nliabilities, short-term \n$424,200  \n$—  \n$—  \n$424,200 \n\nDerivative\nliabilities, long-term \n 1,478,717  \n —  \n —  \n 1,478,717 \n\nTotal\nliabilities at fair value \n$1,902,917  \n$—  \n$—  \n$1,902,917 \n\n \n\nThere\nwere no transfers between fair value hierarchy levels during the years ended March 31, 2026 and 2025.\n\n \n\n*Property\nand Equipment*\n\n \n\nProperty\nand equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated\nuseful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of\nthe assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation\nof property and equipment is provided using the straight-line method for all assets with estimated lives as follow:\n\n SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES\n\n \nOffice\nequipment\n5\nyears\n\n \nLeasehold\nimprovement\n5\nyears\n\n* *\n\n*Impairment\nfor Long-Lived Assets*\n\n \n\nThe\nCompany applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for\nthe impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use\nassets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those\nassets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying\namount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner,\nexcept that fair values are reduced for the cost of disposal. Based on its review at March 31, 2026 and 2025, the Company believes there\nwas no impairment of its long-lived assets.\n\n \n\n*Leases*\n\n \n\nThe\nCompany is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line\nitems Operating right of use assets, Operating lease obligations, current, and Operating lease obligations, long-term in the consolidated\nbalance sheet.\n\n \n\nRight-of-use\n(“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent\nthe Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value\nof the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception\nare not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated\nstatement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company’s\nlease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information\navailable at commencement date in determining the present value of future payments. Refer to Note 12 for further discussion.\n\n \n\n*Income\nTaxes*\n\n \n\nThe\nCompany accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable,\nas well as for those deferred because of the timing differences between reporting income and expenses for consolidated financial statement\npurposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences\nbetween the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.\nDeferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which\nthose temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or\nexpense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the\namount that is more likely than not to be realized.\n\n \n\n*Research\nand Development*\n\n \n\nResearch\nand development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain\nresearch and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement\nof specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments\nmade to third parties are expensed when the milestone is achieved**.**Milestone payments made to third parties after regulatory approval\nis received are capitalized and amortized over the estimated useful life of the approved product.\n\n \n\n*Selling,\nGeneral and Administrative*\n\n \n\nSelling,\ngeneral and administrative expenses consist primarily of personnel-related costs including stock based compensation for personnel\nin functions not directly associated with research and development activities. Other significant costs include sales and marketing\ncosts, investor relation and legal costs relating to corporate matters, professional fees for consultants assisting with business\ndevelopment and financial matters, and office and administrative expenses.\n\n \n\nF-10\n\n \n\n* *\n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n* *\n\n*Stock\nBased Compensation*\n\n \n\nThe\nCompany accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued\nto acquire goods or services, including grants of employee stock options, be recognized in the consolidated statements of operations\nand comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the\ntime of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense\nrelated to share-based awards is recognized over the requisite service period, which is generally the vesting period.\n\n \n\nThe\nCompany accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the\nfair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable,\nusing the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management,\naccounting, operations, corporate communication, financial and administrative consulting services.\n\n \n\n*Convertible\nNotes Payable and Derivative Instruments*\n\n \n\nThe\nCompany has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated\nbalance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting\nperiod. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally\nrequires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them\nas free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments,\nare deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion\noptions embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC\n470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company\nrecords, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair\nvalue of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the\nnote. Debt discounts under these arrangements are amortized over the term of the related debt.\n\n* *\n\n*Series\nB Convertible Preferred Stock*\n\n \n\nThe\nSeries B convertible preferred stock (“Series B Preferred Stock”) was accounted for as mezzanine equity and the embedded\nconversion and redemption features was accounted for as derivative liabilities with change in fair value at each reporting period end\ncharged to the consolidated statement of operation and comprehensive loss in accordance with ASC 480 and ASC 815.\n\n \n\n*Preferred\nShare Redemption and Conversions*\n\n \n\nThe\nCompany accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For Series A preferred stock redemptions,\nthe difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the\npreferred stock is accounted as deemed dividend distribution and subtracted from net loss. For Series B preferred stock conversions,\nno gain or loss is recognized upon Series B preferred stock conversion except for the fair value adjustment for the conversion and redemption\nfeature derivative liabilities on the conversion date.\n\n \n\n*Segment\nInformation*\n\n \n\nOperating\nsegments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision\nmaker in deciding how to allocate resources and assessing performance. The Company has identified its Chief Executive Officer (“CEO”)\nas the chief operating decision maker (“CODM”). The Company operates in one operating segment. The Company’s CODM allocates\nresources and assesses performance at the consolidated level. The Company’s property and equipment and operating right of use lease\nasset are in the United States as of March 31, 2026 and 2025.\n\n \n\nThe\nCODM uses net loss for purposes of making operating decisions, allocating resources, and evaluating financial performance.\nSignificant expenses include non-cash stock based compensation, depreciation and amortization, and write-off of property and\nequipment, which are reflected in the Consolidated Statements of Cash Flows for the years ended March 31, 2026 and 2025.\n\n \n\nThe\nlong-lived assets outside of U.S. are not material as of March 31, 2026. The measure of segment assets is reported on the balance sheet\nas total consolidated assets. Refer to the Consolidated Balance Sheets as of March 31, 2026 and 2025 for total consolidated assets.\n\n \n\n*Recently\nIssued Accounting Pronouncements*\n\n \n\nOn November 26, 2024, the FASB issued ASU 2024-04, *Debt—Debt with Conversion and Other Options (Subtopic\n470-20): Induced Conversions of Convertible Debt Instruments*. This ASU clarifies the accounting for certain settlements of convertible\ndebt instruments that occur at terms different from the original contractual conversion terms, specifically addressing whether such settlements\nshould be accounted for as induced conversions or debt extinguishments. The amendments are effective for fiscal years beginning after\nDecember 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating\nthe impact of adopting ASU 2024-04 on its consolidated financial statements and related disclosures. At this time, the Company has not\ndetermined the effect, if any, that adoption of this standard will have on its consolidated financial position, results of operations,\ncash flows, or related disclosures.\n\n \n\nIn July 2025, the FASB issued ASU 2025-05, which provides\ntargeted improvements and practical expedients related to the application of the current expected credit loss (“CECL”) model.\nThe amendments are intended to simplify certain aspects of estimating expected credit losses while maintaining decision-useful information\nfor investors. The Company is currently evaluating the impact that adoption of this guidance may have on its consolidated financial statements\nand related disclosures.\n\n \n\nThe\nCompany continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business\nprocesses, controls and systems.\n\n \n\n**4.\nACCOUNTS PAYABLE AND ACCRUED LIABILITIES**\n\n SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES\n\n  \n\n**As\nat**\n\n**March\n31, 2026**\n  \n\n**As\nat**\n\n**March\n31, 2025**\n \n\n  \n$  \n$ \n\nTrade\nand other payables \n 4,402,523  \n 4,602,309 \n\nAccrued\nliabilities \n 4,534,809  \n 3,034,293 \n\nDeferred\nrevenue \n 33,538  \n 25,322 \n\nAccounts\npayable and accrued liabilities \n 8,970,870  \n 7,661,924 \n\n \n\nTrade\nand other payables and accrued liabilities as at March 31, 2026 and 2025 included $1,053,228 and $373,744, respectively, due to a shareholder,\nwho is a director and executive of the Company.\n\n** **\n\n****\n\nF-11\n\n \n\n****\n\n** **\n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n** **\n\n**5.\nCONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS**\n\n** **\n\n**Series\nA Convertible Promissory Notes***:*\n\n \n\nThe Company’s Series A Convertible Promissory Notes\nbear interest at 12% per annum and are convertible into common shares pursuant to the terms of the respective note agreements.\n\n \n\nAs of March 31, 2026, notes held by two investors\nremained outstanding with an aggregate principal balance of $821,500 (March 31, 2025 – $821,500). During prior years, substantially\nall Series A Notes were converted into common shares, with the exception of these remaining notes.\n\n \n\nOn December 30, 2022, the Company exchanged $500,000\nof Series A Notes together with accrued interest of $121,500 for a new convertible note with principal of $621,500. The replacement note\nbears interest at 12% per annum and is convertible into common shares at a price equal to 75% of the average of the three lowest closing\nprices during the ten trading days preceding receipt of a conversion notice.\n\n \n\nAs of March 31, 2026 and March 31, 2025, accrued interest\nrelated to the Series A Notes was $370,922 and $272,342, respectively.\n\n \n\nDuring the years ended March 31, 2026 and 2025, the\nCompany recognized interest expense of $98,580 and $98,580, respectively.\n\n \n\nThe discount associated with the Series A Notes was\nfully amortized in prior years.\n\n \n\n**Series\nB Convertible Notes**\n\n \n\nThe\nCompany previously issued Series B Convertible Promissory Notes that bore interest at 12% per annum and were convertible into shares\nof the Company’s common stock pursuant to the terms of the note agreements.\n\n \n\nDuring\nthe year ended March 31, 2025, the Company redeemed the remaining principal balance of $22,009 through a cash payment of $25,342. As\na result of the redemption, the Company recognized a gain on redemption of $8,320 during the year ended March 31, 2025.\n\n \n\nAs\nof March 31, 2026 and March 31, 2025, there was no outstanding principal balance related to the Series B Convertible Promissory Notes.\n\n \n\nAs\nof March 31, 2026 and March 31, 2025, accrued interest related to the Series B Convertible Promissory Notes was $88,881 and $88,881,\nrespectively.\n\n \n\nDuring\nthe years ended March 31, 2026 and 2025, the Company recognized interest expense of $nil and $279, respectively.\n\n \n\n**Series\nC Convertible Notes**\n\n** **\n\n****\n\nThe\nCompany’s Series C Convertible Promissory Notes bear interest at 15% per annum and are convertible into shares of the Company’s common\nstock pursuant to the terms of the applicable note agreements.\n\n \n\nAs\nof March 31, 2026, one Series C Note remained outstanding with an aggregate principal balance of $116,667\n(March 31, 2025 – $175,000). The remaining note continues to be subject to the original conversion provisions of the applicable note agreement.\n\n \n\nDuring\nthe year ended March 31, 2026, the Company redeemed Series C Notes with a face value of $58,333 together with accrued interest of\n$18,670 for a cash payment of $77,003. No gain or loss was recognized on settlement of the host debt. The Company recognized a gain of\n$19,842 upon derecognition of the related derivative liability.\n\n \n\nDuring\nthe year ended March 31, 2026, there were no conversions of Series C Notes into common stock.\n\n \n\nDuring the year ended March 31, 2025, Series C Notes\nwith a face value of $1,487,700 and accrued interest of $237,230 were converted into 2,173,089 shares of common stock. As of March 31,\n2025, 577,644 shares were recognized as an obligation for shares to be issued relating to these conversions. The fair value of the common\nshares issued and to be issued was $2,431,178, based on the market price of the Company’s common stock on the respective conversion\ndates.\n\n \n\nThe total value of debt settled upon conversion was\n$2,234,232, consisting of the face value of notes converted, accrued interest of $237,230 and related derivative liabilities of $509,303.\nThe Company recognized a loss on conversion of $196,945, representing the difference between the fair value of the shares issued and to\nbe issued and the carrying value of the debt and related derivative liabilities settled.\n\n \n\nDuring the year ended March 31, 2025, Series C Notes\nwith a face value of $150,000 and accrued interest of $34,864 were redeemed for cash payments totaling $184,864. No gain or loss was recognized\non redemption.\n\n \n\nAs\nof March 31, 2026 and March 31, 2025, accrued interest related to the Series C Notes was $49,340 and $53,188, respectively.\n\n \n\nDuring the years ended March 31, 2026 and 2025, the\nCompany recognized interest expense of $nil and $70,712, respectively.\n\n \n\nDuring\nthe years ended March 31, 2026 and 2025, the Company recognized accretion and amortization expense related to the Series C Notes of $nil\nand $1,267,668, respectively. As of March 31, 2026 and March 31, 2025, all debt discounts associated with the Series C Notes had been\nfully amortized.\n\n****\n\n \n\n**Convertible\nPreferred Notes**\n\n \n\nThe\nCompany has issued unsecured preferred notes and convertible promissory notes to private investors. Certain notes bear fixed interest\nrates ranging from 8% to 20% per annum and contain conversion features that require the mutual consent of both the investor and the Company.\nAs the conversion features are not solely within the control of the holder, the Company has not recognized derivative liabilities related\nto these conversion options.\n\n \n\nThe Company entered into a convertible preferred note\nfinancing on September 25, 2023 and issued a Preferred Note with a principal amount of $1,000,000. The Preferred Note bears interest at\na fixed rate of 12% per annum, payable in cash monthly.\n\n \n\nAs of March 31, 2025, the outstanding principal balance of the Preferred Note was $1,000,000. During\nthe year ended March 31, 2026, the Company made principal repayments in accordance with the terms of the note, and as of March 31, 2026,\nthe Preferred Note had been fully repaid with no balance remaining outstanding.\n\n \n\nThe Company also issued a Preferred Note on October 25, 2023 in the principal amount of $250,000, bearing\ninterest at a fixed rate of 12% per annum, payable in cash quarterly. During the year ended March 31, 2026, the Company repaid\n$100,000 of\nthe principal balance in accordance with the terms of the note. As of March 31, 2026, the outstanding principal balance was $150,000 (March 31, 2025 - $250,000)\n\n \n\nThe\nCompany issued a further Preferred Note in January 2024 for a principal amount of $114,303, bearing interest at a fixed rate of 8% per annum, payable in cash quarterly. As of March 31, 2026, the outstanding principal balance remained $114,303 (March 31, 2025 - $114,303).\n\n \n\nDuring\nthe year ended March 31, 2025, the Company issued $1,985,000 in unsecured convertible promissory notes to private investors: $100,000\nof the notes matured on their six-month anniversary of issuance and bore interest at 20% per annum; $710,000 of the notes mature on their\ntwenty-four month anniversary of issuance and bear interest at 10% per annum; and $1,175,000 of the notes mature on their eighteen-month\nanniversary of issuance and bear no interest. All of the notes contain conversion features that require the mutual consent of the investor\nand the Company, and as the conversion is not solely within the control of the holder, the Company did not recognize a derivative liability\nin connection with these conversion options. During the year ended March 31, 2026, the Company repaid in full the $100,000 note that\nmatured on its six-month anniversary of issuance, together with all accrued interest thereon, the outstanding principal balance remained\n$1,885,000 ( March 31, 2025 $1,985,000)\n\n \n\nF-12\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\nDuring\nthe year ended March 31, 2026, the Company issued $1,395,000\nin unsecured convertible promissory notes to private investors. The notes bear interest at rates ranging from 10.0%\nto 12.0% per annum and mature between nine and twenty-four months from issuance. Specifically, $65,000 of the notes mature\non their nine-month anniversary and bear interest at 10.0% per annum; $500,000 mature on their twenty-four month anniversary and bear\ninterest at 12.0% per annum; $730,000 mature on their twenty-four month anniversary and bear interest at 10.0% per annum; and $100,000\nmature on their twenty-four month anniversary and bear interest at 10.5% per annum.\n\n \n\nThe Company received gross proceeds of $1,395,000 from these issuances. In\nconnection with the financings, the Company incurred financing fees of $46,500,\nresulting in net proceeds of $1,348,500. As the conversion features of these notes are not solely within the control of the holder,\nthe Company did not recognize a derivative liability associated with the conversion options. As of March 31, 2026, the aggregate outstanding\nprincipal balance of these notes was $1,395,000.\n\n \n\nThe financing fees were\ncapitalized as deferred financing costs and are presented as a reduction of the related debt balances in the consolidated balance sheet\nin accordance with ASC 835-30 and ASC 470-10. These costs are amortized over the contractual terms of the respective notes using a method\nthat approximates the effective interest method. During the year ended March 31, 2026, the Company recognized amortization expense of\n$17,973 related to these deferred financing costs (2025 – $nil).\n\n \n\nAs\nof March 31, 2026 and March 31, 2025, accrued interest related to the Preferred Notes and convertible promissory notes was $56,309 and\n$36,163, respectively.\n\n \n\nDuring\nthe years ended March 31, 2026 and 2025, the Company recognized interest expense of $246,110 and $180,888, respectively.\n\n \n\n**Other\nConvertible Notes**\n\n \n\nOn January 23, 2023, the Company\nissued a convertible preferred note with a principal amount of $2,000,000\nto an accredited investor. The note bears interest at a fixed rate of 10% per annum and contains conversion features that become effective upon a qualified financing or upon mutual agreement\nof the Company and the noteholder. As the conversion feature is not solely within the control of the holder, the Company has not recognized\na derivative liability related to the conversion option.\n\n \n\nAs\nof March 31, 2026 and March 31, 2025, the outstanding principal balance of the note was $2,000,000.\n\n \n\nAs\nof March 31, 2026 and March 31, 2025, the discount associated with the note was fully amortized.\n\n \n\n****\n\n**Other\nShort-term loans and Promissory Notes**\n\n \n\nThe\nCompany maintains various debt arrangements, including promissory notes, a revolving financing facility, bridge loans and other financing\narrangements.\n\n \n\nAs\nof March 31, 2026, the Company had the following principal balances outstanding:\n\n \n\n \n●\nA\npromissory note issued in December 2022 with principal outstanding of $600,000\n(March 31, 2025 $600,000) bearing interest at 25%\nper annum.\n\n \n●\nA\npromissory note issued in December 2022 in connection with the extinguishment of warrants, with principal outstanding of $270,000 (March 31, 2025, $ 270,000).\n\n \n●\nA\nrevolving accounts receivable and inventory financing facility with aggregate principal outstanding of $2,108,109 (March 31, 2025, $1,699,796).\n\n \n●\nA\npromissory note issued in February 2024, including subsequent advances, with principal outstanding of $1,263,768 (March 31, 2025, $660,932)\n\n \n●\nAn\nunsecured loan issued in July 2025 with principal outstanding of $250,000 (March 31, 2025, $ Nil).\n\n \n●\nA\nshort-term bridge loan entered into during December 2025 with principal outstanding of $177,226 (March 31, 2025, $ Nil)\n\n \n\nAs\nof March 31, 2026, accrued interest related to these arrangements totaled $311,033\n(March 31, 2025, $196,837).\n\n \n\nDuring\nthe year ended March 31, 2026, the Company recognized interest expense of $729,912\n(March 31, 2025, $698,028) related to these debt arrangements, including financing costs, accretion and facility charges. Deferred\nfinancing costs are recorded as a reduction of the related debt balances and amortized over the contractual terms of the respective\narrangements.\n\n \n\n**6.\nTERM LOAN AND CREDIT AGREEMENT**\n\n \n\n*Term\nLoan*\n\n \n\nOn\nDecember 21, 2021, the Company entered into a Credit Agreement (the “Credit Agreement”) with SWK Funding LLC (the “Lender”),\npursuant to which the Company borrowed approximately $12.4 million. The term loan matures on February 15, 2027 and bears interest at\na variable rate equal to the applicable benchmark rate plus 10.5% per annum, subject to the terms of the Credit Agreement.\n\n \n\nThe\nloan is secured by substantially all of the Company’s assets, including certain intellectual property. Interest payments are payable\nquarterly in accordance with the terms of the Credit Agreement.\n\n \n\nPursuant\nto amendments negotiated with the Lender, principal repayments of $2.4 million ($600,000 per quarter) are scheduled during the final\ntwo years of the loan term. Accordingly, as of March 31, 2026, $14.68 million of the outstanding principal balance was classified as a\ncurrent liability.\n\n \n\nIn\nNovember 2024, the Company entered into an amendment with the Lender pursuant to which it received additional term loan proceeds of approximately\n$635,000 and\ncapitalized approximately $1.5 million\nof accrued interest into the outstanding principal balance. In connection with this amendment, the Company issued 600,000\nwarrants exercisable at $0.50\nper share and agreed to increase the exit fee\npayable upon maturity of the facility. The Company also received waiver and forbearance relief relating to certain covenant defaults.\n\n \n\nIn\nDecember 2025, the Company entered into an additional forbearance agreement with the Lender and issued 120,000\nwarrants exercisable\nat $0.37\nper share. Additionally,\nthe Company issued 27,150 warrants exercisable at $2.21 per share in accordance with the terms of a previously executed warrant agreement.\nThe warrants had an aggregate fair value of $38,078 and\nwere recorded as additional debt discount.\n\n \n\nDuring\nthe year ended March 31, 2026, the Company made a scheduled principal repayment of $600,000 under the Credit Agreement.\n\n \n\nAs\nof March 31, 2026, the outstanding principal balance under the Credit Agreement was $15,270,932 (March 31, 2025 – $15,870,932).\nThe related unamortized debt discount was $590,018 (March 31, 2025 – $1,199,372), resulting in a net carrying amount of $14,680,914\n(March 31, 2025 – $14,671,560).\n\n \n\nDebt\ndiscounts, including deferred financing costs, warrant-related discounts and other financing costs associated with the Credit Agreement,\nare amortized over the remaining term of the loan using the effective interest method. During the years ended March 31, 2026 and 2025,\nthe Company recognized accretion and amortization expense of $647,433 and $356,778, respectively.\n\n \n\nDuring\nthe years ended March 31, 2026 and 2025, the Company recognized interest expense related to the Credit Agreement of $2,248,835 and $2,180,897,\nrespectively.\n\n \n\nAs\nof March 31, 2026 and March 31, 2025, accrued interest payable related to the Credit Agreement was $677,310 and $404,621, respectively.\n\n \n\nF-13\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\n**7.\nFEDERALLY GUARANTEED LOANS**\n\n \n\n**Economic\nInjury Disaster Loan (“EIDL”)**\n\n \n\nIn\nApril 2020, the Company received $370,900 from the U.S. Small Business Administration (SBA) under the captioned program. The loan has\na term of 30 years and an interest rate of 3.75% per annum, without the requirement for payment in its first 12 months. The Company may\nprepay the loan without penalty at will.\n\n \n\nIn\nMay 2021, the Company received an additional $499,900 from the SBA under the same terms.\n\n \n\nAs\nof March 31, 2026, the Company recorded accrued interest of $nil for the EIDL loan (March 31, 2025: $ Nil).\n\n \n\nInterest\nexpense on the above loan was $43,610 and $32,655 for the years ended March 31, 2026 and 2025, respectively.\n\n \n\n**8.\nDERIVATIVE LIABILITIES**\n\n \n\nThe\nCompany analyzed the compound features of variable conversion and redemption embedded in the preferred shares instrument, for potential\nderivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments\nand Hedging Activities), Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that\nthe embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity\ninstrument, treated as a derivative liability, and measured at fair value. A roll-forward of activity is presented below for the year\nended March 31, 2026 and 2025:\n\n SCHEDULE OF DERIVATIVE LIABILITIES\n\n  \n\n**Fiscal\nYear 2026**\n\n**$**\n  \n\n**Fiscal\nYear 2025**\n\n**$**\n \n\nDerivative\nliabilities, beginning of year \n 1,478,717  \n 1,435,668 \n\nNew\nissuance *[Note 9]* \n -  \n 649,533 \n\nChange\nin fair value of derivatives during the year \n 125,814  \n 553,208)\n\nReduction\ndue to preferred shares redeemed *[Note 9]* \n (207,623) \n (1,159,692)\n\nDerivative\nliabilities, end of year \n 1,396,908  \n 1,478,717 \n\n \n\nThe\nlattice methodology was used to value the derivative components, using the following assumptions:\n\n SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS\n\n** **** **\n**Fiscal\nYear**** **** **\n**Fiscal\nYear**** **\n\n** **** **\n**2026**** **** **\n**2025**** **\n\nDividend\nyield (%) \n** ****12**  \n 12 \n\nRisk-free\nrate for term (%) \n** ****3.5****– 4.1**  \n 3.7\n– 5.1  \n\nVolatility (%) \n** ****104.7****– 156.4**  \n 91.2\n– 194.2  \n\nRemaining\nterms (Years) \n** ****0.25****– 0.5**  \n 0.17\n– 2.0 \n\nStock price ($ per\nshare) \n** ****0.24****– 0.53**  \n 0.24\n– 1.34  \n\n \n\nIn\naddition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as\nwell as warrants that were issued in connection with the convertible notes (Note 5). Any noteholder and placement agent warrants that\nwere issued after the finalization of exercise price was accounted for as equity.\n\n SCHEDULE OF CONVERTIBLE NOTE AND WARRANT DERIVATIVE LIABILITIES\n\n  \n\n**Fiscal\nYear 2026**\n\n**$**\n  \n\n**Fiscal\nYear 2025**\n\n**$**\n \n\n  \n   \n  \n\n**Balance\nbeginning of year** \n 424,200  \n 991,866 \n\nNew\nIssuance \n -  \n - \n\nConversion\nto common shares \n -  \n (509,303)\n\nConvertible\nnote redemption \n (19,842) \n (59,011)\n\nChange\nin fair value of derivative liabilities \n 41,535  \n 648 \n\nEnd\nof derivative treatment of warrants \n -  \n - \n\nConvertible\nnote modification \n -  \n - \n\n**Balance\nend of year** \n 445,893  \n **424,200** \n\n \n\nThe\nMonte-Carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions:\n\n SCHEDULE OF CONVERTIBLE NOTE AND WARRANT DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS\n\n  \n **Fiscal\nYear**  \n **Fiscal\nYear** \n\n** **** **\n** ****2026**** **** **\n** ****2025**** **\n\nRisk-free\nrate for term (%) \n 0.2\n– 4.1   \n 0.1\n– 5.2  \n\nVolatility (%) \n 104.7\n– 172.5  \n 91.2\n– 194.4  \n\nRemaining\nterms (Years) \n 0.25\n– 0.47   \n 0.25\n– 0.5  \n\nStock price ($ per\nshare) \n 0.24\n– 0.71   \n 0.24\n– 1.45  \n\n \n\nF-14\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\n**9.\nSTOCKHOLDERS’ DEFICIENCY AND MEZZANINE EQUITY**\n\n \n\n(a)\n**Authorized and Issued Stock**\n\n \n\nAs\nat March 31, 2026, the Company is authorized to issue 125,000,000 (March 31, 2025 – 125,000,000) shares of common stock ($0.001\npar value), and 10,000,000 (March 31, 2025 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31,\n2025 – 20,000) are designated shares of Series A preferred stock ($0.001 par value) and 600 (March 31, 2025 – 600) are designated\nshares of Series B preferred stock ($0.001 par value).\n\n \n\nAt\nMarch 31, 2026, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled\n28,757,987 (2025 – 26,241,967) shares; these were comprised of 28,597,315 (2025 – 26,081,295) shares of common stock and\n160,672 (2025 – 160,672) exchangeable shares. At March 31, 2026, there were 201 Series A shares of Preferred Stock that were issued\nand outstanding (2025 – 201), and there were 335 shares of Series B Preferred Stock that were issued and outstanding (March 31,\n2024 – 385). There is also one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record,\nwhich is the Trustee in accordance with the terms of the Trust Agreement and outstanding as at March 31, 2026 and 2025.\n\n \n\n(**b)\nSeries A Preferred Stock**\n\n** **\n\nThe\nnumber of Series A Preferred Stock issued and outstanding as of March 31, 2026 and 2025 was 201 and 201.\n\n \n\nThe\nSeries A Preferred Stock is junior to the Company’s existing undesignated preferred stock, and unless otherwise set forth in the\napplicable certificate of designations, shall be junior to any future issuance of preferred stock. The purchase price (the “Purchase\nPrice”) for the Series A Preferred Stock to date has been $10,000 per share. Except as otherwise expressly required by law, the\nSeries A Preferred Stock does not have voting rights and does not have any liquidation rights.\n\n \n\n*Preferred\nStock Dividends*\n\n \n\nDividends\nshall be paid at the rate of 12% per annum of the amount of the Series A Preferred Stockholder’s (the “Holder”) Purchase\nPrice. Dividends shall be paid quarterly unless the Holder and the Company mutually agree to accrue and defer any such dividend.\n\n \n\n*Conversion*\n\n \n\nThe\nSeries A Preferred Stock is convertible into shares of common stock commencing 24 months after the issuance date of the Series A Preferred\nStock. Upon which, on a monthly basis, up to 5% of the aggregate amount of the Purchase Price can be converted (subject to adjustment\nfor changes in the Holder’s ownership of the underlying Series A Preferred Stock). The conversion price is equal to the greater\nof $.001 or a 15% discount to the volume-weighted average price (“VWAP”) of the Company’s common stock five Trading\nDays immediately prior to the conversion date (the “Conversion Rate). Additionally, subject to certain provisions, the Holder may\nexchange its Series A Preferred Stock into any common stock financing being conducted by the Company at a 15% discount to the pricing\nof that financing.\n\n \n\n*Other\nAdjustments and Rights*\n\n \n\n●\nThe\nConversion Rate (and shares issuable upon conversion of the Series A Preferred Stock) will be appropriately adjusted to reflect stock\nsplits, stock dividends business combinations and similar recapitalization.\n\n \n \n\n●\nThe\nHolders shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders\nof the Company’s common stock on an as converted basis.\n\n \n\n*Company\nRedemption*\n\n \n\nThe\nCompany may redeem all or part of the outstanding Series A Preferred Stock after one year from the date of issuance by paying an amount\nequal to the aggregate Purchase Price paid, adjusted for any reduction in Series A Preferred Stock holdings, multiplied by 110% plus\naccrued dividends\n\n \n\nF-15\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\n**(c)\nSeries B Preferred Stock and Mezzanine Equity**\n\n \n\nOn\nSeptember 19, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor for the issuance of Series\nB Convertible Preferred Stock (the “Series B Preferred Stock”). Each share of Series B Preferred Stock has a stated value\nof $10,000. During the years ended March 31, 2025 and 2024, the Company issued an aggregate of 550 shares of Series B Preferred Stock\nand received net proceeds of approximately $4.6 million. No Series B Preferred Stock was issued during the year ended March 31, 2026.\n\n \n\nThe\nSeries B Preferred Stock ranks senior to the Company’s common stock with respect to dividends, distributions and liquidation preferences.\nHolders are entitled to cumulative dividends at a rate of 8% per annum, payable in cash or common stock in accordance with the terms\nof the Certificate of Designations. The Series B Preferred Stock is convertible into shares of the Company’s common stock pursuant\nto the terms of the Certificate of Designations and is also subject to redemption provisions. The Company may redeem outstanding shares\nof Series B Preferred Stock at a price equal to 110% of the stated value plus accrued but unpaid dividends and other amounts due.\n\n \n\nOn\nApril 1, 2024, the Company filed an Amended Certificate of Designations pursuant to which the Series B Preferred Stock became non-voting,\nexcept as otherwise required by law. All other material rights and preferences of the Series B Preferred Stock remained substantially\nunchanged.\n\n \n\nThe\nCompany has determined that the Series B Preferred Stock should be classified as mezzanine equity in accordance with ASC 480, *Distinguishing\nLiabilities from Equity*. Certain embedded conversion and redemption features are accounted for separately as derivative liabilities\nand are remeasured to fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.\n\n \n\nDuring\nthe year ended March 31, 2026, the Company reduced the carrying value of mezzanine equity by $171,488 in connection with the conversion\nof 30\nSeries B Preferred shares into common stock and by $114,326 in connection with the\nredemption of 20\nSeries B Preferred shares. As a result of the conversion and\nredemption activity, the Company also reduced its accrued dividend liability by $121,945\nand reduced the related derivative liabilities by $207,623.\n\n \n\nAccrued dividends related to the Series B Preferred\nStock, which are included within Accounts Payable and Accrued Liabilities in the accompanying consolidated balance sheets, were $876,256\nand $297,915 as of March 31, 2026 and 2025, respectively.\n\n \n\nAs\nof March 31, 2026 and March 31, 2025, 335 and 385 shares of Series B Preferred Stock were outstanding, respectively.\n\n \n\nThe\ncarrying value of the Series B Preferred Stock classified as mezzanine equity was $1,714,476 and $2,000,290 as of March 31, 2026 and\nMarch 31, 2025, respectively.\n\n \n\n****\n\nA\nroll-forward of activity is presented below for the year ended March 31, 2026:\n\n SCHEDULE OF SERIES B PREFERRED STOCK FOR MEZZANINE EQUITY\n\n  \n2026  \n2025 \n\n  \n$  \n$ \n\n**Balance\nbeginning of year – March 31** \n 2,000,290  \n 1,488,920 \n\nBalance\nbeginning of year \n 2,000,290  \n 1,488,920 \n\nNet\nproceeds received pursuant to the issuance of preferred shares \n -  \n 1,732,532 \n\nRecognition\nof derivative liabilities (Note 8) \n -  \n (649,533)\n\nRedemption of convertible\npreferred shares \n (114,326) \n - \n\nConversion\ninto common shares \n (171,488) \n (571,629)\n\n**Balance\nend of year – March 31** \n 1,714,476  \n 2,000,290 \n\nBalance\nend of year \n 1,714,476  \n 2,000,290 \n\n \n\n**(d)\nShare issuances**\n\n \n\n**Share\nissuances during the year ended March 31, 2026**\n\n \n\nDuring\nthe three months and the year ended March 31, 2026, the Company issued 789,604 and 2,506,020 common shares to Series B preferred shareholders,\nrespectively, in connection with Series B preferred share conversions.\n\n \n\nDuring\nthe year ended March 31, 2026, the Company issued 10,000 common shares for services received with a fair value of $3,770, which was recognized\nas a general and administrative expense with a corresponding credit to additional paid-in capital.\n\n \n\n**Share\nissuances during the year ended March 31, 2025**\n\n \n\nDuring\nthe three months and the year ended March 31, 2025, the Company issued nil and 320,321 common shares to Series B preferred shareholders,\nrespectively, in relation to shares to be issued obligation as of March 2024 for Series B preferred share conversions.\n\n \n\nIn\nOctober 2024, the Company issued 1,197,770\ncommon shares on partial conversion of 25\nshares of Series B Convertible Redeemable Preferred Stock, and a further 233,441\nadditional common shares required to complete its conversion obligation of a conversion of 25\nshares of Series B Convertible Redeemable Preferred Stock that was triggered on July 11, 2024. During the three and nine months\nended December 31, 2024, the Company issued another 1,431,181\nand 2,867,448\ncommon shares to Series B preferred shareholders for an additional request to convert 25\nand 75\nSeries B preferred shares, respectively. In addition, during the year ended March 31, 2025, the Company issued 616,666\ncommon shares for services received with a fair value of $292,596,\nwhich was recognized as a general and administrative expense with a corresponding credit to additional paid-in capital. During that\nsame period, the Company issued 100,000\nshares of common stock valued at $26,000\nto a consultant as part of agreed contract remuneration In addition, the Company issued 480,000\ncommon shares to an executive as part of a bonus compensation arrangement. The shares were issued in settlement of previously\naccrued bonus liabilities, with a total fair value of $206,400\nrecognized in the financial statements. During the year ended March 31, 2025, convertible notes with a face value of $1,487,700\nwere converted into 2,173,089\ncommon shares. The fair value of common shares issued during the year ended March 31, 2025, is $2,431,178,\nand is determined based on market price upon conversion. Total value of debt settled is in the amount of $2,234,232,\nwhich consisted of the face value of notes converted, accrued interest of $237,230,\nand relevant derivative liability of $509,303.\nThe Company recognized a loss upon conversion of $196,945,\nrepresenting the difference between the value of debt settled and fair value of shares issued and to be issued. (Note 5).\n\n \n\nDuring\nthe year ended March 31, 2025, $6,104,444 of Series A Preferred Stock (face value) and $1,071,542 relevant accrued dividend were converted\ninto 8,952,170 common shares. The conversion was accounted as an extinguishment and the difference between the total carrying value of\nthe preferred shares converted, derivative liabilities derecognized and unpaid dividend at the time of conversion ($7,984,463), and the\nfair value of the common shares issued ($11,039,142) was $3,054,680 and was recognized as deemed dividend expense.\n\n \n\nF-16\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n** **\n\nThe\nCompany issued 1,000,413 common shares in settlement of $741,316 in amount due to a shareholder which was part of the accounts payable.\nThe Company recognized a loss upon debt extinguishment of $249,093, which was the difference between the accounts payable settled and\nthe fair value of common shares issued. The loss was included as part of the other income (expense) in the Condensed Consolidated Statement\nof Operations and Comprehensive Loss.\n\n \n\nThe\nCompany issued 97,811 common shares for net proceeds of $125,227 pursuant to a registration statement filed on May 15, 2024.\n\n \n\nThe\nCompany issued 716,666 shares pursuant to the services provided by consultant (236,666 shares) and a director of the Company (480,000),\nand the fair of those shares were determined by using market value relative to the issuance.\n\n** **\n\n**(e)\nShares to be issued**\n\n \n\n*Activity\nduring the year ended March 31, 2026*\n\n \n\nAs of March 31, 2026, the Company\nhas 424,216 outstanding shares remaining to be issued to Series\nB preference shareholders in relation to November 2025 notice for conversion of 25 preferred shares.\n\n \n\n*Activity\nduring the year ended March 31, 2025*\n\n \n\nDuring\nthe year ended March 31, 2025, the Company issued 320,321 common shares to Series B preferred shareholders in relation to shares to be\nissued obligation as of March 31, 2024, for Series B preferred share conversions.\n\n \n\nDuring\nthe year ended March 31, 2025, Series C Notes with a face value of $1,487,700, were converted into 2,173,089 common shares, respectively.\nAs of March 31, 2025, 577,644 shares are recognized as an obligation for shares to be issued relating to the conversion.\n\n \n\n**(f)\nWarrant issuances, exercises and other activity**\n\n \n\n**Warrant\nissuances during the year ended March 31, 2026**\n\n \n\nIn\nDecember 2025, the Company issued 120,000\nwarrants to its term\nlender in connection with a forbearance agreement dated December 12, 2025, with an exercise price of $0.37\nper share. During\nthe same month, the Company also issued 27,150 additional warrants with an exercise price of $2.21 per share pursuant to the terms of\na previously executed warrant agreement. The warrants had an aggregate fair value of $38,078,\ndetermined using the Black-Scholes option pricing model. The 120,000 warrants were valued using an expected life of 7.0\nyears, a risk-free interest rate of 3.95%,\nand expected volatility of 103.07%.\nThe 27,150 warrants were valued using an expected life of 4.65 years, a risk-free\ninterest rate of 3.94%, and expected volatility of 103.07%.\n\n \n\n**Warrant\nissuances during the year ended March 31, 2025**\n\n \n\nDuring\nthe year ended March 31, 2025, the Company issued a 1,200,000\nwarrant to its executive against the stock options from the Company’s 2018 Equity Incentive Plan, with exercise price of 0.43.\nThe Company recorded stock based compensation of $422,456\nunder selling, general and administrative expenses with corresponding credit to additional paid in capital.\n\n \n\nIn\nNovember 2024, the Company issued 600,000, 7-year share warrants to the term lender with a strike price of $0.50 per share with the fair\nvalue of 152,184 against an additional transaction with its term lender. The Company increased the liability with corresponding credit\nto additional paid in Capital.\n\n \n\nWarrant\nissuances, exercises and expirations or cancellations during the fiscal years ended March 31, 2026 and 2025 as follows:\n\n \n\n**Warrant\nactivity during the years ended March 31, 2026 and 2025 is indicated below:**\n\n SCHEDULE OF WARRANTS OUTSTANDING\n\n** **** **\n**Broker\nWarrants**** **** **\n**Consultant\nand Noteholder Warrants**** **** **\n**Warrants\nIssued on Convertible Notes**** **** **\n**Total**** **\n\nAs at\nMarch 31, 2024 \n 208,927  \n 253,994  \n 868,098  \n 1,331,019 \n\nExpired/cancelled \n —  \n (15,000) \n —  \n (15,000)\n\nIssued \n 600,000  \n 1,200,000  \n —  \n 1,800,000 \n\nAs at March 31, 2025 \n 808,927  \n 1,438,994  \n 868,098  \n 3,116,019 \n\nBeginning balance \n 808,927  \n 1,438,994  \n 868,098  \n 3,116,019 \n\n  \n    \n    \n    \n   \n\n  \n    \n    \n    \n   \n\nExpired/cancelled \n —  \n —  \n —  \n — \n\nIssued \n 147,150  \n —  \n —  \n 147,150 \n\nAs at March 31, 2026 \n 956,077  \n 1,438,994  \n 868,098  \n 3,263169 \n\nEnding balance \n 956,077  \n 1,438,994  \n 868,098  \n 3,263169 \n\n  \n    \n    \n    \n   \n\nExercise Price \n $0.37\nto $37.56  \n $0.43\nto $14.40  \n$4.18  \n   \n\nExpiration\nDate \n August\n2026 to October 2033  \n March\n2029 to December 2032  \n October\n2027  \n   \n\n \n\n**(g)\nStock based compensation**\n\n** **\n\n**2016\nEquity Incentive Plan**\n\n \n\nOn\nFebruary 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the\n“Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an\nincentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to\nthe growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options,\nstock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares,\nperformance units and other stock based awards.\n\n \n\nThe\nPlan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that\nall awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date.\nThe maximum number of shares of stock that may be issued under the Plan shall be equal to 1,241,422 shares ; provided that the maximum\nnumber of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or\nshareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares\nthat may be issued is an amount no greater than 20% of the Company’s outstanding shares of stock and shares of stock underlying\nany outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate\nany applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that\nwould not otherwise result but for the increase.\n\n \n\nF-17\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\nDuring\nthe year ended March 31, 2026, the Company granted no\nstock options. During the year ended March 31, 2025, the Company granted 2,836,176\nstock options with a weighted average grant date exercise price of $0.5.The\nCompany recorded stock based compensation of $25,632\n(2025: $1,461,698)\nunder selling, general and administrative expenses with corresponding credit to additional paid in capital. The stock based\ncompensation expense recognized during the period relates to unvested stock options granted in prior periods.\n\n \n\nAs\nof March 31, 2026, options outstanding were 3,048,663 with the weighted average exercise price of $1.14.\n\n \n\nThe\nfollowing table summarizes the stock option activities during the fiscal year ended March 31, 2026:\n\n SCHEDULE OF STOCK OPTION ACTIVITIES\n\n \n\n**Number\nof**\n\n**Options**\n  \n\n**Weighted**\n\n**Average**\n\n**Exercise**\n\n**Price**\n  \n\n**Weighted\nAverage**\n\n**Remaining**\n\n**Contractual**\n\n**Term\n(years)**\n  \n\n**Aggregate**\n\n**Intrinsic**\n\n**Value(1)**\n \n\n  \n   \n   \n   \n  \n\nOutstanding\nat March 31, 2025 \n 3,067,830  \n$1.14  \n 1.77  \n$1,078,756 \n\nAdjustment\nfor rounding effect of Reverse Split \n —  \n —  \n —  \n — \n\nGranted \n —  \n$—  \n —  \n — \n\nCancelled \n —  \n —  \n —  \n — \n\nExpired \n (14,192) \n$—  \n —  \n — \n\nForfeited \n (4,975) \n$—  \n —  \n — \n\nOutstanding\nat March 31, 2026 \n 3,048,663  \n$1.13  \n 6.01  \n$0 \n\nVested\nand expected to vest at March 31, 2026* \n 3,048,663  \n$1.13  \n 6.01  \n$0 \n\nVested\nand exercisable at March 31, 2026* \n 2,749,295  \n$1.14  \n 5.75  \n$0 \n\n \n\n(1)\nThe\naggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value\nof our common stock as of March 31, 2026 and fair value of common stock adjusted.\n\n*\nThis\nincludes 1,200,000 options granted to employees from the 2023 Equity Incentive Plan, discussed below.\n\n****\n\n****\n\n \n\nThe\nfollowing table summarizes the stock option activities during the fiscal year ended March 31, 2025:\n\n \n\n  \n\n**Number\nof**\n\n**Options**\n  \n\n**Weighted**\n\n**Average**\n\n**Exercise**\n\n**Price**\n  \n\n**Weighted\nAverage**\n\n**Remaining**\n\n**Contractual**\n\n**Term\n(years)**\n  \n\n**Aggregate**\n\n**Intrinsic**\n\n**Value(1)**\n \n\n  \n   \n   \n   \n  \n\nOutstanding\nat March 31, 2024 \n 1,239,873  \n$9.39  \n 5.35  \n$9,705,937 \n\nAdjustment\nfor rounding effect of Reverse Split \n -  \n -  \n -  \n - \n\nGranted \n 2,836,176  \n$0.5  \n 0.02  \n - \n\nCancelled \n (931,000) \n 9.32  \n 4.24  \n - \n\nExpired \n (57,582) \n$0.56  \n 0.17  \n - \n\nForfeited \n (19,637) \n$0.37  \n 2.34  \n - \n\nOutstanding\nat March 31, 2025 \n 3,067,830  \n$1.14  \n 1.77  \n$1,078,756 \n\nVested\nand expected to vest at March 31, 2025* \n 3,067,830  \n$1.14  \n 1.77  \n$1,078,756 \n\nVested\nand exercisable at March 31, 2025* \n 2,611,411  \n$1.17  \n 0.43  \n$805,181 \n\n \n\n(1)\nThe\naggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value\nof our common stock as of March 31, 2025 and fair value of common stock adjusted.\n\n*\nThis\nincludes 1,200,000 options granted to employees from the 2023 Equity Incentive Plan, discussed below.\n\n \n\nThe\nfair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions,\nfor each of the respective years ended March 31**:**\n\n SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS\n\n  \n2026  \n2025 \n\nExercise\nprice ($) \n NA  \n 0.43-0.43 \n\nRisk\nfree interest rate (%) \n NA  \n 4.24-4.33 \n\nExpected\nterm (Years) \n NA  \n 1.46-5.00 \n\nExpected\nvolatility (%) \n NA  \n 113.97-142.22 \n\nExpected\ndividend yield (%) \n NA  \n 0.00 \n\nFair\nvalue of option ($) \n NA  \n -1.097-1.360 \n\nExpected\nforfeiture (attrition) rate (%) \n NA  \n 0.00 \n\n \n\nF-18\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\n**2023\nEquity Incentive Plan and the Employee Stock Purchase Plans**\n\n \n\nOn\nMarch 31, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorizes grants of\nequity-based and incentive cash awards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will\nbe administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). An aggregate of 5,000,000\nshares of the Company’s common stock (the “Common Stock”), plus the number of shares available for issuance under the\nCompany’s 2016 Equity Incentive Plan that had not been made subject to outstanding awards, were reserved for issuance under the\n2023 Plan. Unless earlier terminated by the Board, the 2023 Plan will remain in effect until all Common Stock reserved for issuance has\nbeen issued, provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th)\nanniversary of the effective date of the 2023 Plan.\n\n \n\nThe\nCompany also adopted the Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees of the Company and\nthe Company’s designated subsidiaries the ability to purchase shares of the Company’s Common Stock at a discount, subject\nto various limitations. Under the ESPP, employees will be granted the right to purchase Common Stock at a discount during a series of\nsuccessive offerings, the duration and timing of which will be determined by the ESPP administrator (the “Administrator”).\nIn no event can any single offering period be longer than 27 months. The purchase price (the “Purchase Price”) for each offering\nwill be established by the Administrator. With respect to an offering under Section 423 of the Internal Revenue Code of 1986 (“Section\n423 Offering”), in no case may such Purchase Price be less than the lesser of (i) an amount equal to 85 percent of the fair market\nvalue on the commencement date, or (ii) an amount not less than 85 percent of the fair market value the on the purchase date. In the\nevent of financial hardship, an employee may withdraw from the ESPP by providing a request at least 20 Business Days before the end of\nthe offering period (the “Offering Period”). Otherwise, the employee will be deemed to have exercised the purchase right\nin full as of such exercise date. Upon exercise, the employee will purchase the number of whole shares that the participant’s accumulated\npayroll deductions will buy at the Purchase Price. If an employee wants to decrease the rate of contribution, the employee must make\na request at least 20 Business Days before the end of an Offering Period (or such earlier date as determined by the Administrator). An\nemployee may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s\nlifetime, purchase rights under the ESPP shall be exercisable only by the participant.\n\n \n\n**10.\nINCOME TAXES**\n\n \n\n*Income\ntaxes*\n\n \n\nThe\nprovision for income taxes differs from that computed at combined corporate tax rate of approximately 26% as follows:\n\n \n\n*Income before income taxes*\n\n** **\n\nThe components of loss before\nincome taxes by tax jurisdiction were as follows:\n\n \n\n****\n\n SCHEDULE\nOF COMPONENTS OF LOSS BEFORE\nINCOME TAXES\n\n  \n\n**Year\nended**\n\n**March\n31, 2026**\n  \n\n**Year\nended**\n\n**March\n31, 2025**\n \n\n**Jurisdiction**** **\n**$**** **** **\n**$**** **\n\nUnited States \n (1,798,285) \n (7,498,139)\n\nCanada\n \n (765,832) \n (923,040)\n\nLoss before income taxes \n \n**(2,404,139**\n**)** \n \n**(8,421,179**\n**)**\n\n \n\n*Income tax expense (benefit)*\n\n** **\n\nThe provision (benefit) for income taxes differs\nfrom the amount computed by applying the Company’s combined federal and state statutory income tax rate of approximately 26% to loss before\nincome taxes as follows:\n\n \n\nSCHEDULE OF PROVISION (BENEFIT) FOR INCOME\nTAXES\n\nDescription \n2026\nAmount  \n**2026\nRate**  \n2025\nAmount  \n2025\nRate \n\nTax at Statutory rate \n (625,076) \n (26.0)% \n (2,189,707) \n (26.0)%\n\nNon-deductible expenses \n 259,068  \n 10.8% \n 1,322,198  \n 15.7%\n\nOther temporary differences \n (12,025) \n (0.5)% \n (988) \n _\n\nChange in valuation allowance \n 378,033  \n 15.7% \n 868,497  \n   \n\nIncome tax expense (benefit) \n -  \n 0% \n -  \n 0%\n\n****\n\n \n\n**Deferred\ntax assets**\n\n SCHEDULE OF DEFERRED TAX ASSETS\n\n** **** **\n\n**As\nat**\n\n**March\n31, 2026**\n** **** **\n\n**As\nat**\n\n**March\n31, 2025**\n** **\n\n** **** **\n**$**** **** **\n**$**** **\n\nNon-capital\nloss carry forwards \n 19,550,273  \n 19,078,653 \n\nOther\ntemporary differences \n 14,646  \n 3,803 \n\nValuation\nallowance \n (19,564,919) \n (19,082,456)\n\nDeferred\ntax assets \n —  \n — \n\n \n\nF-19\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\nAs\nof March 31, 2026 and 2025, the Company decided that a valuation allowance relating to the above deferred tax assets of the Company was\nnecessary, largely based on the negative evidence represented by losses incurred and a determination that it is not more likely than\nnot to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded to offset deferred\ntax assets.\n\n \n\nAs\nof March 31, 2026 and 2025, the Company has approximately $75,193,358 and $73,379,434, respectively, of non-capital losses available to offset\nfuture taxable income. These losses will expire between 2035 to 2039.\n\n \n\nAs\nof March 31, 2026, and 2025 the Company was not subject to any uncertain tax positions.\n\n \n\n**11.\nCOMMITMENTS AND CONTINGENCIES**\n\n \n\nThere\nare no claims against the Company that were assessed as significant, which were outstanding as at March 31, 2026 and, consequently, no\nprovision for such has been recognized in the consolidated financial statements.\n\n \n\n**12.\nOPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS**\n\n \n\nThe\nCompany has one operating lease primarily for office and administration.\n\n \n\nDuring\nDecember 2021, the Company entered into a new lease agreement. The Company paid $85,000 deposit that would be returned at the end of\nthe lease. In December 2022, the Company started a new lease with an additional suite in the same premise as the existing lease.\n\n \n\nWhen\nmeasuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate. The weighted-average-rate\napplied is 11.4%.\n\n SCHEDULE OF OPERATING LEASES OBLIGATIONS\n\n** **** **\n**2026**** **** **\n**2025**** **\n\n**Right\nof Use Asset**** **\n**$**** **** **\n**$**** **\n\nBeginning\nbalance at March 31 \n 812,053  \n 1,221,593 \n\nNew\nleases \n -  \n - \n\nAmortization \n (465,839) \n (409,540)\n\nEnding\nbalance at March 31 \n 346,214  \n 812,053 \n\n \n\n** **** **\n**2026**** **** **\n**2025**** **\n\n**Lease\nLiability**** **\n**$**** **** **\n**$**** **\n\nBeginning\nbalance at March 31 \n 929,116  \n 1,386,486 \n\nNew\nleases \n -  \n - \n\nRepayment\nand interest accretion \n (531,286) \n (457,370)\n\nEnding\nbalance at March 31 \n 397,830  \n 929,116 \n\n  \n    \n   \n\nCurrent\nportion of operating lease liability \n 397,830  \n 531,286 \n\nNoncurrent\nportion of operating lease liability \n —  \n 397,830 \n\n \n\nThe\noperating lease expense was $627,728 for the year ended March 31, 2026 (2025: $587,045) and included in the selling, general and administrative\nexpenses. Operating cash flows from operating leases amounted to $604,779 and $587,164 during the years ended March 31, 2026 and March\n31, 2025, respectively.\n\n \n\nF-20\n\n \n\n \n\n**BIOTRICITY\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**Years\nended March 31, 2026 and 2025**\n\n**(Expressed\nin US Dollars)**\n\n \n\nThe\nfollowing table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2026:\n\n SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION\n\n**Calendar\nyear**** **\n**$**** **\n\n2026 \n411,170 \n\n2027\nand beyond \n - \n\n  \n   \n\n  \n   \n\nTotal\nundiscounted lease liability \n 411,170 \n\nLess\nimputed interest \n 13,340 \n\nTotal \n 397,830 \n\n \n\n**13.\nPROPERTY AND EQUIPMENT**\n\n** **\n\n****\n\nProperty and equipment consists of leasehold\nimprovements and office equipment, which are depreciated using the straight-line method over their estimated useful lives of 5\nfive years.\n\n \n\nNo property and equipment additions were made during\nthe years ended March 31, 2026 and 2025.\n\n \n\nDepreciation expense for the years ended March 31,\n2026 and 2025 was $5,953 and $5,953, respectively.\n\n** **\n\n SCHEDULE OF PROPERTY AND EQUIPMENT\n\n**Cost**** **\n\n**Office**\n\n**equipment**\n** **** **\n\n**Leasehold**\n\n**improvement**\n** **** **\n**Total**** **\n\n** **** **\n**$**** **** **\n**$**** **** **\n**$**** **\n\nBalance\nat March 31, 2024 \n 16,839  \n 12,928  \n 29,767 \n\nAdditions \n —  \n —  \n — \n\nBalance at March\n31, 2025 \n 16,839  \n 12,928  \n 29,767 \n\nAdditions \n —  \n —  \n — \n\n**Balance\nat March 31, 2026** \n 16,839  \n 12,928  \n 29,767 \n\n \n\n**Accumulated\ndepreciation**** **\n\n**Office**\n\n**equipment**\n** **** **\n\n**Leasehold**\n\n**improvement**\n** **** **\n**Total**** **\n\n** **** **\n**$**** **** **\n**$**** **** **\n**$**** **\n\nBalance\nat March 31, 2024 \n 8,042  \n 6,173  \n 14,215 \n\nAdditions \n 3,367  \n 2,586  \n 5,953 \n\nBalance at March\n31, 2025 \n **11,409**  \n **8,759**  \n **20,168** \n\nAdditions \n 3,367  \n 2,586  \n 5,953 \n\n**Balance\nat March 31, 2026** \n 14,776  \n 11,345  \n 26,121 \n\n  \n    \n    \n   \n\n**Net\nbook value** \n    \n    \n   \n\nBalance\nat March 31, 2025 \n **5,430**  \n **4,169**  \n **9,599** \n\n**Balance\nat March 31, 2026** \n **2,063**  \n **1,583**  \n **3,646** \n\n** **\n\n**14.\nSUBSEQUENT EVENTS**\n\n \n\nDuring\nthe period from April 1 to July 14, 2026, the following events occurred:\n\n \n\n●\nThe\nCompany issued 805,609\nadditional common shares to Series B preferred shareholders in order to supplement the 1,706,820\nshares to be issued in relation to its conversion obligations for a conversion of 25\nSeries B preferred whose conversion period commenced on November 4, 2025. This conversion of preferred shares is intended to redeem or\nrepay $250,000\nin principal and $64,055\nin accrued dividends.\n\n \n●\nOn May 1, 2026, the Company entered into exchange agreements with holders\n(the “Exchange Holders”) of an aggregate of 14,144,325 shares of the Company’s common stock (the “Exchange Shares”),\noptions (the “Exchange Options”) to purchase 3,992,427 shares of common stock of the Company, and warrants (the “Exchange\nWarrants,” and together with the Exchange Shares and the Exchange Options, the “Exchange Securities”) to purchase 1,436,216\nshares of common stock of the Company. The Exchange Holders include officers and directors of the Company. Pursuant to the exchange agreements,\nthe Exchange Holders exchanged their Exchange Securities for an aggregate of 1,957,297 shares of newly created Series C Preferred Stock\nof the Company (on the basis of ten Exchange Securities for one share of Series C Preferred Stock).  In connection with the exchange\nagreements, on May 1, 2026, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of\nNevada. Pursuant to the Certificate of Designation, the Company designated 2,100,000 shares as Series C Preferred Stock. Holders of Series\nC Preferred Stock (the “Series C Holders”) will be entitled to 40 votes for each share of Series C Preferred Stock. Effective\nupon the closing of any offering of equity securities in which the Company receives gross proceeds of at least $15 million (a “Qualified\nFinancing”), outstanding shares of Series C Preferred Stock will automatically convert into an aggregate of 59.6% of the Company’s\noutstanding shares of common stock (the “Conversion Shares”). In the event the Company issues warrants in such Qualified Financing,\nSeries C Holders will also receive warrants in the form issued in the Qualified Financing and in the same ratio to the Conversion Shares\nas the warrant coverage in the Qualified Financing. In the event the Company has not consummated a Qualified Financing by March 31, 2028,\nSeries C Holders will have the right to convert each share of Series C Preferred Stock to 10 shares of common stock. In connection with\nthe foregoing, the Company relied upon the exemption from registration under Section 4(a)(2) under the Securities Act of 1933, as amended,\nfor transactions not involving a public offering.\n\n \n●\nFollowing the filing of a preliminary Information Statement pursuant to\nSection 14(c) of the4 Securities Exchange Act of 1934 to the holders of record as of the close of business on May 28, 2026 of the common\nstock, the Series B Convertible Redeemable preferred stock and the Series C preferred stock of Biotricity, in June 2026, the Board of\nDirectors of Biotricity and 6 stockholders holding an aggregate of 1,298,945 shares of Series C Preferred stock issued and outstanding\nas of May 28, 2026 representing 51,957,780 votes have approved and consented to an amendment to the articles of incorporation to effect\na future reverse stock split.\n\n \n\nF-21"}