{"url_path":"/sec/nord/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1011060/0001493152-26-033203-index.html","accession_number":"0001493152-26-033203","cik":"0001011060","ticker":"NORD","issuer_name":"Nordicus Partners Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1011060/0001493152-26-033203-index.html","primary_entity_key":"0001011060","primary_entity_name":"Nordicus Partners Corp"},"word_count":992,"has_tables":true,"body_markdown":"**Item\n13. Certain Relationships and Related Transactions, and Director Independence**\n\n** **\n\nMr.\nTom Glaesner Larsen is the spouse of Mrs. Glaesner, CEO of GK Partners and was a member of our board of directors from February 23, 2023\nuntil his voluntary retirement on June 9, 2023. He was a beneficial owner of a controlling interest in NP Bioinnovation A/S (formerly\nManagementselskabet af 12.08.2020 A/S) until its acquisition by the Company on February 23, 2023. He was also a beneficial owner of a\ncontrolling interest in Orocidin A/S until its acquisition by the Company on May 13, 2024, and a beneficial owner of a controlling interest\nin Bio-Convert A/S until its acquisition by the Company on November 11, 2024.\n\n \n\nEffective\nApril 1, 2022, we issued to GK Partners, for financial services, a warrant (the “2022 GK Warrant”) to purchase up to 600,000\nshares of our common stock at an exercise price of $10.00 per share, and which had an expiration date of December 31, 2023. The Company\ndetermined that the 2022 GK Warrant is not precluded from equity classification and was therefore recorded within additional paid-in\ncapital on the Company’s consolidated balance sheets at its issuance date fair value. On December 22, 2023, the expiration date\nof the warrant, covering 570,500 remaining unexercised warrant shares, was extended to December 31, 2024. During the year ended March\n31, 2024, GK Partners exercised a portion of its warrant for a total of 30,600 shares. The exercise price was $10.00 per share for total\nproceeds of $306,000. For the year ended March 31, 2025, GK Partners exercised a portion of its warrant for 57,400 shares. The exercise\nprice was $10.00 per share for total proceeds of $576,000. On December 31, 2024 the 2022 GK Warrant expired.\n\n \n\nEffective\nDecember 30, 2024, a new warrant was issued to GK Partners (the “2024 GK Warrant”) to purchase up to 1,000,000 shares of\nthe Company’s common stock at an exercise price equal to the greater of $8.91 and the daily volume weighted average price of the\ncommon stock for the ten trading days immediately preceding the date of exercise. The 2024 GK Warrant expired on December 31, 2025. The\nCompany determined that the 2024 GK Warrant was precluded from being classified within equity and was liability classified under ASC\nTopic 815, Derivatives and Hedging. During the year ended March 31, 2025, GK Partners exercised a portion of its 2024 GK Warrant for\na total of 35,176 shares. The exercise price ranged from $8.91 to $8.95 per share for total proceeds of $313,455. As of March 31, 2025,\nthe 2024 GK Warrant was terminated. Therefore, as of March 31, 2025, the Company recognized no warrant liability on the consolidated\nbalance sheet. The measurement of fair value of the 2024 GK Warrants was determined utilizing a Monte Carlo simulation model considering\nall relevant assumptions current as of March 31, 2025 presented in Note 9. The change in fair value resulting from the issuance of the\n2024 GK Warrant was recognized in change in fair value of warrant liability (related party) in the amount of $172,715 on the consolidated\nstatement of operations and comprehensive loss for the year ended March 31, 2025. On March 31, 2025, the 2024 GK Warrants were terminated,\nand the remaining shares were recorded at a fair value of $167,000 to additional paid-in capital due to the related party relationship.\n\n \n\nAs\ndetailed in Note 4 to the Consolidated Financial Statements included in this Report, on June 20, 2023, the Company and GK Partners entered\ninto a Stock Purchase and Sale Agreement whereby the Company acquired equity interests in Mag Mile.\n\n \n\n26\n\n \n\n \n\nMr.\nBennett Yankowitz, our chief financial officer and director, was affiliated with legal counsel who provided us with general legal services\n(the “Affiliate”). We recorded legal fees to the Affiliate of $79,488 and $79,463 for the years ended March 31, 2026 and\n2025, respectively. As of March 31, 2026 and March 31, 2025, we had no outstanding payable due to the Affiliate for either period.\n\n \n\nOur\nemployment agreement with Henrik Rouf, our chief executive officer, provided for a base salary of $72,000 per year, commencing April\n1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Rouf’s annual salary to $120,000\nand to extend the term to April 1, 2025.On July 1, 2025 the agreement was amended to increase Mr. Rouf’s annual salary to $360,000\nand to extend the term to July 1, 2026.\n\n \n\nOur\nconsulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provided for a base\nsalary of $36,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase\nMr. Yankowitz’s annual salary to $60,000 and to extend the term to April 1, 2025. On July 1, 2025 the agreement was amended to\nincrease Mr. Yankowitz’s annual salary to $120,000 and to extend the term to July 1, 2026.\n\n \n\nEffective\nJune 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter\nSeverin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as CEO of NP Bioinnovation A/S, of\nwhich the Company acquired 100% of the outstanding shares in exchange for shares of the Company on February 23, 2023.\n\n \n\nOn\nJune 3, 2024, the Company’s Board of Directors approved a compensation plan under which the Chairman of the Board of Directors\nwill receive compensation of $20,000 per annum, and each other Director will receive compensation of $10,000 per annum, in consideration\nof their serving on the Corporation’s Board of Directors, payable in equal installments semiannually in arrears, commencing December\n31, 2024, without proration for partial terms.\n\n \n\nDuring\nthe year ended March 31, 2025, a related party forgave their payable of $13,886. The amount has been credited to additional paid in capital."}