{"url_path":"/sec/nord/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Statements and Supplementary Data**","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":13676,"has_tables":true,"body_markdown":"**Item\n8. Financial Statements and Supplementary Data**\n\n \n\n**NORDICUS\nPARTNERS CORPORATION**\n\n \n\n**TABLE\nOF CONTENTS**\n\n \n\n[Report of Independent Registered Public Accounting Firm](#ns_014) (PCAOB ID 5525)\nF-1\n\n \n \n\n[Consolidated Balance Sheets as of March 31, 2026 and 2025](#ns_015)\nF-2\n\n \n \n\n[Consolidated\nStatements of Operations and Comprehensive Income (Loss) for the Years Ended March 31, 2026 and 2025](#ns_016)\nF-3\n\n \n \n\n[Consolidated\nStatements of Changes in Stockholders’ Equity for the Years Ended March 31, 2026 and 2025](#ns_017)\nF-4\n\n \n \n\n[Consolidated Statements of Cash Flows for the Years Ended March 31, 2026 and 2025](#ns_018)\nF-5\n\n \n \n\n[Notes to the Consolidated Financial Statements](#ns_019)\nF-6\n\n \n\n17\n\n \n\n \n\n \n\n**R****EPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and Stockholders of Nordicus Partners Corporation\n\n \n\n**Opinion\non the Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheets of Nordicus Partners Corporation and Subsidiaries (“the Company”)\nas of March 31, 2026 and 2025, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’\nequity, and cash flows for each of the years in the two-year period ended March 31, 2026, and the related notes (collectively referred\nto as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position\nof the Company as of 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**Going\nConcern**\n\n \n\nThe\naccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note\n3 to the financial statements, the Company has nominal revenue and has incurred losses since inception resulting in an accumulated deficit.\nThese factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s\nplans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result\nfrom 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 audits. 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 audits 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 audits,\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\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, 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 audits 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 audits\nprovide a reasonable basis for our opinion.\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**Impairment\nAnalysis for In-Process R&D & Goodwill – Refer to Note 2 to the financial statements**\n\n \n\n*Description\nof the Critical Audit Matter*\n\n \n\nThe\nCompany records material In-Process R&D and Goodwill balances as a result of the acquisition of two subsidiaries during prior periods.\nWe determined such transactions to be material to the financial statements and involve subjective auditor judgement in evaluating the\nCompany’s impairment analyses as of yearend. Therefore, we determined these transactions are critical audit matters.\n\n \n\n*How\nthe Critical Audit Matter Was Addressed in the Audit*\n\n \n\nOur\naudit procedures related to evaluating the Company’s impairment analyses of its indefinite-lived in-process research and development\n(“IPR&D”) assets and goodwill included the following, among others:\n\n \n\n●We\nobtained and reviewed the Company’s valuation specialist’s reports supporting\nthe annual goodwill impairment analysis.\n\n   \n\n●We\nevaluated the significant estimates and inputs used in the goodwill impairment analysis,\nincluding projected revenue, operating expenses, probability-of-success adjustments, income\ntaxes, net working capital, capital expenditures, discount rates, and terminal value assumptions.\n\n   \n\n●We\nevaluated management’s conclusion that no impairment of the Company’s goodwill\nor indefinite-lived intangible IPR&D assets was indicated by considering the reporting-unit\nfair values determined in the third-party goodwill impairment analysis and considering whether\nthose analyses supported the carrying value of the related IPR&D assets.\n\n   \n\n●We\nevaluated the competence, capabilities, and objectivity of management’s valuation specialist\nand concluded they possessed the appropriate knowledge, skills, and experience to perform\nthe valuation.\n\n \n\n \n\nFruci\n& Associates II, PLLC – PCAOB ID #05525\n\nWe have served as the Company’s auditor since 2023.\n\n \n\nSpokane,\nWashington\n\nJuly 14, 2026\n\n \n\nF-1\n\n \n\n \n\n**NORDICUS\nPARTNERS CORPORATION AND SUBSIDIARIES**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n \n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\n  \n   \n  \n\nASSETS \n    \n   \n\nCurrent assets: \n    \n   \n\nCash \n$20,878  \n$19,914 \n\nPrepaid expenses and other current assets \n 512,006  \n 37,656 \n\nTotal current assets \n 532,884  \n 57,570 \n\nIn-process research and development \n 45,506,471  \n 42,708,079 \n\nProperty, plant, and equipment, net \n 8,207  \n — \n\nGoodwill \n 27,161,000  \n 25,490,751 \n\nInvestment in Mag Mile Capital, Inc. \n 2,250,000  \n 1,925,000 \n\nOther assets \n 4,784  \n 64,929 \n\nTotal assets \n$75,463,346  \n$70,246,329 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccounts payable and accrued expenses \n$1,111,096  \n$1,062,661 \n\nNote payable \n 60,000  \n — \n\nTotal current liabilities \n 1,171,096  \n 1,062,661 \n\nDeferred tax liability \n 10,054,367  \n 9,318,414 \n\nTotal liabilities \n 11,225,463  \n 10,381,075 \n\n  \n    \n   \n\nCommitments and contingencies \n —  \n — \n\n  \n    \n   \n\nStockholders’ equity: \n    \n   \n\nPreferred stock, Series A Junior; $0.001 par value; 500,000 shares authorized; no shares issued and outstanding \n —  \n — \n\nPreferred stock, undesignated; $0.001 par value; 4,500,000 shares authorized; no shares issued and outstanding \n —  \n — \n\nPreferred stock, value \n —  \n — \n\nCommon Stock; $0.001 par value; 50,000,000 shares authorized; 19,128,896 and 17,252,502 shares issued and outstanding at March 31, 2026 and March 31, 2025, respectively \n 19,187  \n 17,253 \n\nTreasury stock; 57,796 and 154 shares at cost at March 31, 2026 and March 31, 2025, respectively \n (108,722) \n (30,328)\n\nAdditional paid-in capital \n 110,842,830  \n 106,047,792 \n\nAccumulated other comprehensive income \n 4,314,899  \n 615,385 \n\nAccumulated deficit \n (50,786,534) \n (46,784,848)\n\nTotal equity attributed to the parent \n 64,281,660  \n 59,865,254 \n\nNon-controlling interest \n (43,777) \n — \n\nTotal stockholders’ equity \n 64,237,883  \n 59,865,254 \n\nTotal liabilities and stockholders’ equity \n$75,463,346  \n$70,246,329 \n\n \n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n \n\nF-2\n\n \n\n \n\n**NORDICUS\nPARTNERS CORPORATION AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)**\n\n** **\n\n  \n    \n   \n\n  \nFor the Years Ended \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\nRevenue \n$—  \n$5,000 \n\n  \n    \n   \n\nOperating expenses: \n    \n   \n\nOfficer compensation \n 615,284  \n 662,554 \n\nProfessional fees \n 940,727  \n 351,773 \n\nConsulting expense \n 317,960  \n 248,878 \n\nGeneral and administrative \n 890,055  \n 331,724 \n\nResearch and development \n 1,606,972  \n 1,329,436 \n\nTotal operating expenses \n 4,370,998  \n 2,924,365 \n\n  \n    \n   \n\nLoss from operations \n (4,370,998) \n (2,919,365)\n\n  \n    \n   \n\nOther (expense) income: \n    \n   \n\nInterest expense \n (642) \n (200)\n\nChange in fair value of warrant liability (related party) \n —  \n (172,715)\n\nChange in fair value of investment \n 325,000  \n 175,000 \n\nOther expense \n (164) \n — \n\nTotal other (expense) income \n 324,194  \n 2,085 \n\n  \n    \n   \n\nLoss before provision for income taxes \n (4,046,804) \n (2,917,280)\n\nProvision for income tax \n —  \n — \n\nNet loss \n (4,046,804) \n (2,917,280)\n\nNet loss attributable to noncontrolling interests \n (45,118) \n (15,959)\n\nNet loss attributable to Nordicus Partners Corporation \n$(4,001,686) \n$(2,901,321)\n\n  \n    \n   \n\nOther comprehensive income (loss): \n    \n   \n\nForeign currency translation adjustment \n$3,700,073  \n$618,233 \n\nComprehensive income (loss) \n (301,613) \n (2,283,088)\n\nNet comprehensive income attributable to noncontrolling interests \n 559  \n — \n\nComprehensive income (loss) attributable to Nordicus Partners Corporation \n$(302,172) \n$(2,283,088)\n\n  \n    \n   \n\nNet loss per share attributable to Nordicus Partners Corporation - basic and diluted \n$(0.22) \n$(0.32)\n\n  \n    \n   \n\nWeighted average common shares outstanding - basic and diluted \n 18,121,508  \n 9,205,061 \n\n \n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n** **\n\nF-3\n\n \n\n** **\n\n**NORDICUS\nPARTNERS CORPORATION AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY**\n\n**FOR\nTHE YEARS ENDED MARCH 31, 2026 AND 2025**\n\n** **\n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nStock  \nIncome (Loss)  \nto Parent  \nInterest  \nEquity \n\n  \nCommon Stock  \nPreferred Stock, Series A Junior  \nPreferred Stock, Undesignated  \n\nAdditional\n\nPaid-in\n  \nAccumulated  \nTreasury  \nAccumulated Other Comprehensive  \nTotal Equity Attributed  \nNon-Controlling  \nTotal Stockholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nStock  \nIncome (Loss)  \nto Parent  \nInterest  \nEquity \n\nBalance at March 31, 2024 \n 1,110,226  \n 1,110  \n —  \n —  \n —  \n —  \n 45,696,761  \n (43,883,527) \n (30,328) \n (2,848) \n 1,781,168  \n —  \n 1,781,168 \n\nCommon Stock issued in Orocidin business combination \n 3,800,000  \n 3,800  \n —  \n —  \n —  \n —  \n 18,996,200  \n —  \n —  \n —  \n 19,000,000  \n —  \n 19,000,000 \n\nExercise of warrants \n 92,776  \n 93  \n —  \n —  \n —  \n —  \n 895,100  \n —  \n —  \n —  \n 895,193  \n —  \n 895,193 \n\nCancellation of liability-classified warrants – Related party \n —  \n —  \n —  \n —  \n —  \n —  \n 167,000  \n —  \n —  \n —  \n 167,000  \n —  \n 167,000 \n\nCommon Stock issued for services \n 30,000  \n 30  \n —  \n —  \n —  \n —  \n 138,949  \n —  \n —  \n —  \n 138,979  \n —  \n 138,979 \n\nForgiveness of debt - related party \n —  \n —  \n —  \n —  \n —  \n —  \n 13,886  \n —  \n —  \n —  \n 13,886  \n —  \n 13,886 \n\nVesting of restricted stock units - ESG Advisory Group \n 19,500  \n 20  \n —  \n —  \n —  \n —  \n (20) \n —  \n —  \n —  \n —  \n —  \n — \n\nRecognition of non-controlling interest in acquisition of Orocidin \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n 450,000  \n 450,000 \n\nOrocidin issuance of common stock in capital raise \n —  \n —  \n —  \n —  \n —  \n —  \n 183,663  \n —  \n —  \n —  \n 183,663  \n 9,667  \n 193,330 \n\nStock-based compensation \n —  \n —  \n —  \n —  \n —  \n —  \n 527,625  \n —  \n —  \n —  \n 527,625  \n —  \n 527,625 \n\nCommon Stock issued in Bio-Convert business combination, net (See Note 10) \n 12,000,000  \n 12,000  \n —  \n —  \n —  \n —  \n 38,985,120  \n —  \n —  \n —  \n 38,997,120  \n —  \n 38,997,120 \n\nCommon Stock issued to acquire remaining equity of Orocidin (See Note 10) \n 200,000  \n 200  \n —  \n —  \n —  \n —  \n 443,508  \n —  \n —  \n —  \n 443,708  \n (443,708) \n — \n\nNet loss \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n (2,901,321) \n —  \n —  \n (2,901,321) \n (15,959) \n (2,917,280)\n\nForeign currency translation adjustment \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n 618,233  \n 618,233  \n —  \n 618,233 \n\nBalance at March 31, 2025 \n 17,252,502  \n 17,253  \n —  \n —  \n —  \n —  \n 106,047,792  \n (46,784,848) \n (30,328) \n 615,385  \n 59,865,254  \n —  \n 59,865,254 \n\nBalance \n 17,252,502  \n 17,253  \n —  \n —  \n —  \n —  \n 106,047,792  \n (46,784,848) \n (30,328) \n 615,385  \n 59,865,254  \n —  \n 59,865,254 \n\nStock-based compensation \n —  \n —  \n —  \n —  \n —  \n —  \n 137,544  \n —  \n —  \n —  \n 137,544  \n —  \n 137,544 \n\nIssuance of restricted common stock \n 1,850,036  \n 1,850  \n —  \n —  \n —  \n —  \n 4,351,992  \n —  \n —  \n —  \n 4,353,842  \n —  \n 4,353,842 \n\nRestricted common Stock issued for services \n 84,000  \n 84  \n —  \n —  \n —  \n —  \n 304,716  \n —  \n —  \n —  \n 304,800  \n —  \n 304,800 \n\nEquity issued by subsidiary in connection with acquisition of intellectual property \n —  \n —  \n —  \n —  \n —  \n —  \n 786  \n —  \n —  \n —  \n 786  \n 782  \n 1,568 \n\nRepurchase of shares \n (57,642) \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n (78,394) \n —  \n (78,394) \n —  \n (78,394)\n\nForeign currency translation adjustment \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n 3,699,514  \n 3,699,514  \n 559  \n 3,700,073 \n\nNet loss \n —  \n —  \n —  \n —  \n —  \n —  \n —  \n (4,001,686) \n —  \n —  \n (4,001,686) \n (45,118) \n (4,046,804)\n\nBalance at March 31, 2026 \n 19,128,896  \n$19,187  \n —  \n —  \n —  \n —  \n$110,842,830  \n$(50,786,534) \n (108,722) \n$4,314,899  \n$64,281,660  \n$(43,777) \n$64,237,883 \n\nBalance \n 19,128,896  \n$19,187  \n —  \n —  \n —  \n —  \n$110,842,830  \n$(50,786,534) \n (108,722) \n$4,314,899  \n$64,281,660  \n$(43,777) \n$64,237,883 \n\n* *\n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n** **\n\nF-4\n\n \n\n** **\n\n**NORDICUS\nPARTNERS CORPORATION AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n** **\n\n  \n   \n  \n\n  \nFor the Years Ended \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nCash flows from operating activities: \n    \n   \n\nNet loss \n$(4,046,804) \n$(2,917,280)\n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n   \n\nShares issued for services \n 304,800  \n 138,979 \n\nStock-based compensation \n 137,544  \n 527,625 \n\nChange in fair value of warrant liability (related party) \n —  \n 172,715 \n\nLoss on sale of assets \n 163  \n — \n\nChange in fair value of investment \n (325,000) \n (175,000)\n\nNon-cash expense of IPR&D \n 1,559  \n — \n\nAmortization of website costs \n 5,198  \n 5,174 \n\nChanges in assets and liabilities: \n    \n   \n\nPrepaid expenses and other current assets \n (403,553) \n (8,784)\n\nOther assets \n (1,160) \n (60,089)\n\nAccounts payable and accrued expenses \n (81,637) \n 1,032,045 \n\nForeign currency remeasurement \n 84,115  \n — \n\nNet cash used in operating activities \n (4,324,775) \n (1,284,615)\n\n  \n    \n   \n\nCash flows from investing activities: \n    \n   \n\nProceeds from sale of plant, property, and equipment \n 7,597  \n — \n\nPurchase of plant, property, and equipment \n (17,755) \n — \n\nCash paid for website costs \n —  \n (2,374)\n\nCash acquired in business combinations \n —  \n 150,186 \n\nNet cash (used in) provided by investing activities \n (10,158) \n 147,812 \n\n  \n    \n   \n\nCash flows from financing activities: \n    \n   \n\nCash paid for stock issuance costs in business combinations \n —  \n (2,880)\n\nRepurchase of common stock \n (78,394) \n — \n\nProceeds from issuance of common stock \n 4,353,842  \n — \n\nProceeds from issuance of note payable \n 60,000  \n — \n\nProceeds from Orocidin issuance of common stock in capital raise \n —  \n 193,330 \n\nProceeds from exercise of warrants \n —  \n 889,477 \n\nNet cash provided by financing activities \n 4,335,448  \n 1,079,927 \n\n  \n    \n   \n\nNet change in cash \n 515  \n (56,876)\n\nEffect of exchange rate on cash \n 449  \n 26,857 \n\nCash at beginning of period \n 19,914  \n 49,933 \n\nCash at end of period \n$20,878  \n$19,914 \n\n  \n    \n   \n\nSupplemental disclosure of cash flow information: \n    \n   \n\nIncome taxes paid \n$—  \n$— \n\nInterest paid \n$—  \n$— \n\n  \n    \n   \n\nSupplemental disclosures of non-cash information: \n    \n   \n\nNoviThera equity issued for intellectual property \n$1,568  \n$— \n\nCommon Stock issued for the acquisition of Bio-Convert \n$—  \n$39,000,000 \n\nCommon Stock issued for the acquisition of Orocidin \n$—  \n$19,000,000 \n\nCancellation of liability-classified warrants – related party \n$—  \n$\n167,000\n \n\nForgiveness of debt - related party \n$—  \n$13,886 \n\n \n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n \n\nF-5\n\n \n\n \n\n**NORDICUS\nPARTNERS CORPORATION AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**March\n31, 2026**\n\n** **\n\n**NOTE\n1 - ORGANIZATION AND DESCRIPTION OF BUSINESS**\n\n \n\nWe\nwere founded in 1993, reincorporated in Delaware in 2007, changed our name to AdvanSource Biomaterials Corporation in 2008 and changed\nour name to EKIMAS Corporation in 2020.\n\n \n\nOn\nOctober 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited\nliability company (“Reddington”), providing for Reddington’s purchase of a total of 511,448 shares of our common stock,\non a post-split basis, or approximately 90% of our total outstanding common stock, for total cash consideration of $400,000. Reddington\npurchased the common stock in two tranches, which closed on October 12, 2021 (the “First Closing”) and March 15, 2022.\n\n \n\nPursuant\nto the SPA, the Company effected a 1-for-50 reverse stock split on March 11, 2022 (the “Reverse Split”). On a post-split\nbasis, Reddington acquired 42,273 at the First Closing and an additional 469,175 shares at the March 15, 2022 second closing, after which\nReddington owned 511,448 shares of our common stock, or approximately 90% of our total outstanding common stock.\n\n \n\nOn\nFebruary 23, 2023, the Company acquired NP Bioinnovation A/S (formerly Nordicus Partners A/S and Managementselskabet af 12.08.2020 A/S),\na Danish stock corporation, pursuant to a contribution agreement with NP Bioinnovation A/S, GK Partners ApS, Henrik Rouf and Life Science\nPower House ApS. The sellers contributed 100% of the issued and outstanding capital stock of NP Bioinnovation A/S to the Company in exchange\nfor an aggregate of 250,000 shares of the Company’s common stock, and NP Bioinnovation A/S became a wholly owned subsidiary of\nthe Company.\n\n \n\nOn\nFebruary 23, 2023, Tom Glaesner Larsen and Christian Hill-Madsen were appointed directors of the Company.\n\n \n\nOn\nMay 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD. On June 1, 2023,\nthe Company acquired a 4.99% interest in Mag Mile Capital, Inc., a commercial real estate mortgage banking firm headquartered in\nChicago.\n\n \n\nOn\nJune 9, 2023, Mr. Tom Glaesner Larsen resigned as a director of the Company and Henrik Keller was appointed as his replacement.\n\n \n\nOn\nNovember 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S.\nSubsequently on March 10, 2025, Managementselskabet af 12.08.2020 A/S changed its name to NP Bioinnovation A/S.\n\n \n\nOn\nMay 13, 2024, the Company acquired a 95% interest in Orocidin A/S (“Orocidin”), a Danish preclinical-stage biotechnology\ncompany advancing next-generation periodontitis therapies, in exchange for 3,800,000 restricted shares of the Company’s common\nstock.\n\n \n\nOn\nJune 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.\n\n \n\nOn\nNovember 8, 2024, the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock, rounding up for fractional\nshares. The reverse stock split had no effect on the Company’s authorized shares of common stock or preferred stock, and the par\nvalue of each class remained $0.001. All common stock share, option, warrant and per-share amounts, except authorized but unissued shares,\nhave been retroactively adjusted in these consolidated financial statements and related disclosures.\n\n \n\nF-6\n\n \n\n \n\nOn\nNovember 11, 2024, the Company announced that it had entered into an agreement to acquire 100% of the outstanding shares of Bio-Convert\nA/S (“Bio-Convert”), a Denmark-based preclinical-stage biotechnology company developing treatments for oral leukoplakia,\nin exchange for 12,000,000 restricted shares of the Company’s common stock.\n\n \n\nOn\nNovember 12, 2024, the Company acquired the remaining 29,663 outstanding shares, or approximately 5%, of Orocidin A/S in exchange for\n200,000 restricted shares of the Company’s common stock, after which Orocidin A/S became a wholly owned subsidiary of the Company.\n\n \n\nOn\nAugust 7, 2025, (1) Henrik Keller resigned from the Board of Directors of the Company, (2) the Board increased its size from three to\nfive members and (3) Torben S. Jensen, Kim T. Mücke and Andrew J. Ritter were appointed to fill the resulting vacancies. The Company\nexecuted a director agreement with each of Messrs. Jensen, Mücke and Ritter, under which each will receive an annual cash retainer\nof $10,000, payable in two installments per calendar year in accordance with the Company’s standard compensation plan for Board\nmembers. Messrs. Jensen and Mücke also each received options to purchase 25,000 shares of the Company’s common stock at $1.90\nper share, and Mr. Ritter received options to purchase 50,000 shares of the Company’s common stock at $1.90 per share. All such\noptions were fully vested on the date of grant and issued as incentive stock options under, and subject to the terms and conditions of,\nthe Company’s 2024 Stock Incentive Plan.\n\n \n\nIn\nOctober 2025, the Company formed NoviThera ApS (“NoviThera”) to research and develop a monoclonal antibody (MaB) therapy\nfor the treatment of psoriasis. The invention and initial development were made and performed by Alteral Therapeutics (“Alteral”),\na Denmark-domiciled related party of the Company. Mr. Allan Wehnert, who controls Alteral, was appointed Chief Executive Officer of NoviThera.\nIn exchange for contributing intellectual property to NoviThera, Alteral received a 49.9% ownership interest in NoviThera, and the Company\nretained a 50.1% ownership interest.\n\n \n\nOn\nNovember 10, 2025, the Board created (1) a Nominating and Corporate Governance Committee, consisting of Peter Severin (Chairman), Kim\nT. Mücke and Andrew J. Ritter; (2) an Audit Committee, consisting of Kim T. Mücke (Chairman), Peter Severin and Andrew J. Ritter;\nand (3) a Compensation Committee, consisting of Andrew J. Ritter (Chairman), Peter Severin and Kim T. Mücke. The Board also adopted\na Code of Conduct and Ethics, an Insider Trading Policy, a Whistleblower Policy and a Compensation Recovery Policy.\n\n \n\nDescription\nof Business\n\n \n\nNordicus\nPartners Corporation (“Nordicus” or the “Company”) is a U.S. publicly listed biotech company specializing in\ndeveloping breakthrough therapeutics in diseases with unmet medical needs. Nordicus focuses on acquiring and developing drugs from innovative\nbiotech companies in the Nordics, a region known for its brilliant scientists, exceptional life science ecosystem and\ndrug discoveries and developments. Nordicus is dedicated to developing breakthrough therapeutics in diseases with unmet medical needs\n– starting with oral disorders.\n\n \n\nIts\nscientific foundation targets inflammation and immune modulation. In 2024, Nordicus acquired 100% of Orocidin A/S, a Danish preclinical-stage\nbiotech company developing next-generation therapies for periodontitis and 100% of Bio-Convert A/S, a Danish preclinical-stage biotech\ncompany dedicated to revolutionizing the treatment of oral leukoplakia.\n\n \n\nNordicus’\nportfolio diversification strategy positions it as a stable and resilient company, mitigating risk with significant upside potential.\n\n \n\nF-7\n\n \n\n \n\nOur\nApproach and Value Creation Process\n\n \n\nNordicus\nemploys a 4-step value creation process:\n\n \n\n–Scout\nand Accelerate: Nordicus targets high-impact potential companies, providing capital, resources\nand expertise to drive critical milestones such as patent filings and clinical trials.\n\n \n\n–Acquire\nand Exit: Nordicus acquires controlling stakes to maximize value creation and exit at premium\nmultiples.\n\n \n\nWe\nscout the Nordic region looking for early-stage life sciences companies developing drugs or treatments for diseases in high growth markets\nwith significant unmet medical needs, all in potential multibillion USD markets.\n\n \n\nAfter\na vigorous due diligence process, the chosen companies will be offered to join Nordicus’ accelerator program. Once the chosen companies\nhave become accelerator clients, Nordicus takes an active role in advising the management team, assisting with strengthening the companies’\nBoard of Directors and establishing Advisory Boards including making introductions to strategic partners and talent.\n\n \n\nOnce\nthe milestones – set by Nordicus – are met, Nordicus will typically offer to acquire the companies outright. The first three\nacquisitions will be all-stock transactions, with the first two acquisitions (Orocidin A/S and Bio-Convert A/S) having already been completed,\nfitting Nordicus’ criteria of inclusion.\n\n \n\nNordicus\naims to take all portfolio companies’ drug developments through Phase I. Upon completion of Phase I, the following options will\nbe considered:\n\n \n\n1Sale\nor merger of the portfolio company.\n\n \n\n2Further\ndevelopment through the next clinical phases.\n\n \n\n3Strategic\npartnership with a large pharmaceutical company that will invest in Nordicus for further\ndrug development.\n\n \n\n4Stand-alone\nInitial Public Offering (IPO).\n\n \n\nNordicus’\ncurrent life sciences portfolio consists of two promising preclinical biotechnology companies in Orocidin A/S and Bio-Convert A/S led\nby the accomplished pharmacologist, Allan Wehnert, who serves as CEO of both companies. In October 2025 formed a third subsidiary, NoviThera,\nalso to be led by Alan Wehnert.\n\n \n\nOrocidin\nA/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis, with Bio-Convert A/S focused on a treatment\nagainst oral leukoplakia (OLK) – an oral potentially malignant disorder – by developing a novel proprietary mucoadhesive\noral topical formulation designed to treat and reduce dysplasia levels, potentially offering a curative solution for oral leukoplakia.\n\n \n\nThe\ncompanies’ innovative breakthroughs are further strengthened by their oral formulations ensuring prolonged adhesion for 12-24 hours\nand controlled release of the active ingredient, enhancing drug efficacy and patients’ outcomes – a major advancement over\nnormal gels and creams.\n\n \n\nNoviThera\nis developing a drug for the treatment of psoriasis, an Immune-medicated inflammatory disease that causes keratinocyte hyperproliferation\nand inflammation.\n\n \n\nOrocidin\nA/S\n\n \n\nOrocidin\nA/S has successfully completed a 14-day toxicology study in hamsters and two tests of effectiveness in a Beagle Dog Study and a Wistar\nRat Study.\n\n \n\nIn\nthe 14-days toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions and irritation at the buccal\napplication site. No significant side effects were observed and more importantly, the necroscopic cross examination showed no changes\nin tissues. The successful completion of this study marks an important milestone for Orocidin A/S, providing the foundation for the upcoming\npivotal 8-week toxicity study.\n\n \n\nF-8\n\n \n\n \n\nThe\nBeagle Dog Study is the first study that shows Orocidin A/S drug, QR-01, having a direct effect on periodontitis diagnosed beagle dogs.\nThe 13-day small efficacy study was conducted on beagle dogs with clinically confirmed periodontitis. The dogs demonstrated consistent\nimprovements across key clinical endpoints, including the Gingival Index, the Plaque Index and overall periodontal disease.\n\n \n\nMoreover,\nQR-01 was well tolerated, with no adverse side effects reported throughout the treatment period. This represents a significant milestone\nfor Orocidin’s lead product, QR-01, and strengthens Nordicus’ and Orocidin’s confidence as Orocidin prepare for the\nupcoming human pilot efficacy study.\n\n \n\nIn\nthe second efficacy study, rats with induced periodontitis treated with QR-01 demonstrated improvements in Probing Depth (PD-mm), Gingival\nIndex (GI), Bleeding on Probing (BOP) and Plaque Levels (PL). More importantly, lower bone loss was demonstrated in treated rats compared\nto non-treated rats measured by micro-CT scanning. Until now, this has not been demonstrated.\n\n \n\nIn\nsummary, Orocidin has now demonstrated efficacy in treating periodontitis in two different animals using 2 methods. The first Phase IIa\nclinical trials study in patients is now anticipated to start in the first half of 2027 at the University of Copenhagen in Denmark.\n\n \n\nBio-Convert\n\n \n\nBio-Convert’s\nQR-02 compound targets Oral Leukoplakia (OLK), which are potentially pre-cancerous lesions in the mouth, with up to a 30% conversion\nrate to oral cancer. No approved medical treatment exists for OLK, with surgery the only true alternative.\n\n \n\nThe\ncompany’s proprietary oral gel QR-02 has several unique advantages, including antitumor & antiviral effects, reducing the risk\nof dysplasia and enabling more precise and efficient treatment, compared to any methods used today.\n\n \n\nBio-Convert\nobtained a toxicity waiver from the Danish Medicine Agency’s (DKMA) for QR-02 and is currently finalizing its GMP (Good Manufacturing\nPractice) product to be completed by December 2026 in Germany. Bio-Convert anticipates moving into Phase IIa clinical trials in Europe\nbeginning the first half of 2027.\n\n \n\nNoviThera\n\n \n\nNoviThera’s\nQR-04 compound has the goal to develop a novel anti-monoclonal antibody treatment designed to cure psoriasis or prevent its occurrence.\nCurrently, no permanent cure for psoriasis exists, leading to a significant unmet medical need for patients and huge market potential.\n\n \n\nNoviThera\nrecently completed a study in mice, and with such study demonstrated biological proof of concept.\n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n* *\n\n*Basis\nof Presentation*\n\n \n\nThe\nCompany’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the\nUnited States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission\n(the “SEC”).\n\n* *\n\nF-9\n\n \n\n* *\n\n*Reverse\nStock Split*\n\n \n\nOn\nNovember 8, 2024, the Company effectuated a 1-for-10 reverse stock split of its issued and outstanding Common Stock, rounding up to account\nfor any fractional shares. The reverse stock split had no effect on the Company’s authorized shares of Common Stock or Preferred\nStock and the par value of both remained unchanged at $0.001. All Common Stock share, warrant and per share amounts (except our authorized\nbut unissued shares) have been retroactively adjusted in these condensed consolidated financial statements and related disclosures.\n\n* *\n\n*Use\nof Estimates*\n\n \n\nThe\npreparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the\nreported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements\nand the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The\nCompany’s accounting estimates include the useful lives of long-lived assets and recoverability of those assets, impairment in\nfair value of goodwill, and the fair value of assets acquired and liabilities assumed in business combinations.\n\n* *\n\n*Concentration\nof Credit Risk*\n\n \n\nThe\nCompany maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company\nalso maintains cash in foreign bank accounts that are not federally insured. The Company continually monitors its banking relationships\nand consequently has not experienced any losses in its accounts. The Company believes it is not exposed to any significant credit risk\non cash.\n\n* *\n\n*Cash\nand Cash Equivalents*\n\n \n\nCash\namounts include cash on hand and cash on deposit with banks. The Company considers all highly liquid investments with a maturity of three\nmonths or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2026 and March 31, 2025.\n\n* *\n\n*Principles\nof Consolidation*\n\n \n\nThe\naccompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries—NP\nBioinnovation A/S, Orocidin, and Bio-Convert—and its majority-owned subsidiary, NoviThera. All significant intercompany transactions\nhave been eliminated in consolidation.\n\n* *\n\n*Segment\nInformation*\n\n \n\nOperating\nsegments are defined as components of an enterprise about which separate discrete information is available for evaluation and used by\nchief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s Chief\noperating decision-maker (“CODM”), the Company’s chief executive officer, view the Company’s operations and manages\nits business as a single operating segment. See Note 14 for more information.\n\n* *\n\n*Translation\nAdjustment*\n\n \n\nThe\nreporting currency of the Company is U.S. Dollars. The accounts of the Company’s subsidiaries are maintained in Danish krone. In\naccordance with, Accounting Standards Codification (“ASC”) Topic 830, *Foreign Currency Matters*, all assets and liabilities\nare translated at the current exchange rate at respective balance sheets dates, stockholders’ equity transactions are translated\nat the historical rates and statement of operations accounts are translated at the average exchange rate for the period. The resulting\ntranslation adjustments are reported in other comprehensive income (loss) in accordance with ASC Topic 220, *Reporting Comprehensive\nIncome* (“ASC 220”) in the condensed consolidated statements of operations and in accumulated other comprehensive income\n(loss) as a component of stockholders’ equity.\n\n* *\n\n*Comprehensive\nIncome (Loss)*\n\n \n\nComprehensive\nincome (loss) is comprised of net loss and all changes to the consolidated statements of stockholders’ equity, except\nchanges in paid-in capital and distributions to shareholders. Comprehensive income (loss) is inclusive of net loss and foreign currency\ntranslation adjustments.\n\n* *\n\n*Research\nand Development Costs*\n\n \n\nResearch\nand development costs consists primarily of costs associated with Orocidin, Bio-Convert, and NoviThera’s ongoing research and development\nefforts. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future\nresearch and development activities are expensed when the activity has been performed or when the goods have been received.\n\n \n\nF-10\n\n \n\n \n\n*Stock-based\nCompensation*\n\n \n\nThe\nCompany accounts for stock-based compensation using the provisions of ASC Topic 718, *Stock Compensation*, which requires the recognition\nof the fair value of stock-based compensation. Stock-based compensation is estimated at the grant date based on the fair value of the\nawards. The Company accounts for forfeitures as they occur. Compensation cost for service awards is recognized using the straight-line\nmethod over the vesting period. Compensation cost for performance awards is recognized when the vesting condition becomes probable of\noccurring. Stock-based compensation is included in officer compensation, general and administrative, research and development, and consulting\nexpense in the condensed consolidated statements of operations and comprehensive loss.\n\n \n\n*Fair\nValue of Financial Instruments*\n\n \n\nThe\nCompany follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37\nof the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37\nestablishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency\nand comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which\nprioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives\nthe highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable\ninputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:\n\n \n\nLevel\n1:\nQuoted\nmarket prices available in active markets for identical assets or liabilities as of the reporting date.\n\nLevel\n2:\nPricing\ninputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the\nreporting date.\n\nLevel\n3:\nPricing\ninputs that are generally unobservable inputs and not corroborated by market data.\n\n \n\nThe\ncarrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued\nexpenses approximate their fair value because of the short maturity of those instruments.\n\n \n\n*Distinguishing\nLiabilities from Equity*\n\n \n\nThe\nCompany accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s\nspecific terms and applicable authoritative guidance in the FASB ASC Topic 480, *Distinguishing Liabilities from Equity*, and ASC\nTopic 815, *Derivatives and Hedging*. The assessment considers whether the warrants are freestanding financial instruments pursuant\nto ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements\nfor equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s Common Stock and whether\nthe warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,\namong other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the\ntime of warrant issuance and on the date of issuance and for liability-classified awards, remeasured to fair value at each balance sheet\ndate thereafter.\n\n \n\nFor\nissued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component\nof additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,\nthe warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value\nat each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized in change in fair value of\nwarrant liabilities in the condensed consolidated statements of operations and comprehensive income (loss).\n\n \n\n*Net\nLoss per Share*\n\n \n\nNet\nloss per share is computed pursuant to ASC Topic 260, *Earnings Per Share*. Basic net loss per share is computed by dividing net\nloss by the weighted average number of shares of Common Stock outstanding during the period. Diluted net loss per share is computed by\ndividing net loss attributable to common shareholders by the weighted average number of shares of Common Stock and potentially outstanding\nshares of Common Stock during the period. As of March 31, 2026, there were 1,000,000 potentially dilutive shares of Common Stock from\n75,000 equity-classified warrants and 925,000 stock options. As of March 31, 2025, there were 900,000 potentially dilutive shares of\ncommon stock from equity-classified warrants. Diluted shares are not presented when the effect of the computations is anti-dilutive due\nto the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.\n\n \n\nF-11\n\n \n\n \n\n*Business\nCombinations*\n\n* *\n\nThe\nCompany accounts for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, *Business Combinations*,\nwhere the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on\ntheir estimated fair values at the date of acquisition. The purchase price is allocated using the information currently available, and\nmay be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations,\nliabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified\nintangible assets acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized\nover their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in\nthe periods in which the costs are incurred. The results of operations of acquired businesses are included in the condensed consolidated\nfinancial statements from the acquisition date.\n\n \n\n*Purchase\nAccounting Measurement Period Adjustments*\n\n \n\nFrom\ntime to time, the Company makes acquisitions accounted for as business combinations under ASC 805. Certain asset and liability values\nare initially recorded as provisional and may be adjusted during the measurement period as new information becomes available. Finalized\nvaluations result in retrospective adjustments to reflect facts and circumstances that existed at the acquisition date.\n\n \n\nDuring\nthe year ended March 31, 2025, the Company completed its determination of the fair values of purchase consideration for Bio-Convert,\ninclusive of non-cash consideration paid by the Company and in-process research and development. The measurement period adjustment resulted\nin (i) a $26,475,819 increase in in-process research and development recorded and (ii) recognition of a $5,868,647 deferred tax liability\nassociated with the in-process research and development asset. The net effect of such measurement period adjustments was recorded as\nan adjustment to goodwill.\n\n \n\nDuring\nthe year ended March 31, 2025, the Company completed its determination of the fair values of purchase consideration, inclusive of non-cash\nconsideration paid by the Company and the fair value of non-controlling interest, and in-process research and development. The measurement\nperiod adjustment resulted in (i) a $450,000 net increase in total consideration paid, (ii) a $15,457,444 increase in in-process research\nand development recorded, and (iii) recognition of a $3,449,767 deferred tax liability associated with the in-process research and development\nasset. The net effect of such measurement period adjustments was recorded as an adjustment to goodwill.\n\n \n\n*Goodwill*\n\n* *\n\nThe\nCompany assesses goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the\nrecorded goodwill may be impaired. The Company regularly monitors current business conditions and other factors including, but not limited\nto, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process\nof evaluating the potential impairment of goodwill requires significant judgment. In performing the Company’s annual goodwill impairment\ntest, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value\nof any of the Company’s reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment,\nthe Company considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic\nconditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely\nthan not that the fair value of any of the reporting units is less than its carrying amount. The Company is also permitted to bypass\nthe qualitative assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment\nand concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would\nthen proceed to the quantitative impairment test. In the quantitative assessment, the Company compares the fair value of the reporting\nunit to its carrying amount, which includes goodwill. Fair value is estimated using an income approach based on discounted cash flow methodologies that incorporate significant\nassumptions including projected revenues, operating results, probability-adjusted cash flows, discount rates and other market participant\nassumptions. If the fair value exceeds the carrying value, no impairment loss exists. If the\nfair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.\n\n \n\nF-12\n\n \n\n \n\nThe\nCompany assesses goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating\nthat recorded goodwill may be impaired. The Company did not record an impairment charge during the years ended March 31, 2026 and 2025.\n\n \n\n*Indefinite-lived\nIntangible Assets*\n\n* *\n\nThe\nCompany accounts for its indefinite-lived intangible assets in accordance with ASC Topic 350, *Intangibles - Goodwill and\nOther* (“ASC 350”). Indefinite-lived intangible assets are not amortized but instead are reviewed for impairment\nannually, or more frequently if an event occurs or circumstances change which indicate that an asset might be impaired. Pursuant to\nASC 350, the Company tests its indefinite-lived intangible assets, which consist of certain in-process research and development\n(IPR&D) assets acquired via the Company’s business combinations with Orocidin and Bio-Convert detailed in Note 10, for\nimpairment by comparing their fair values to their carrying values. Fair value is estimated using an income approach based on\ndiscounted cash flow methodologies that incorporate significant assumptions including projected revenues, probability-adjusted\ndevelopment and commercialization assumptions, discount rates and other market participant assumptions. An impairment charge is\nrecorded if the estimated fair value of such assets has decreased below their carrying values. The Company did not\nrecord an impairment charge during the years ended March 31, 2026 and 2025.\n\n \n\n*Revenue\nRecognition*\n\n \n\nThe\nCompany recognizes revenue under ASC Topic 606, *Revenue from Contracts with Customers* (“ASC 606”). The Company determines\nrevenue recognition through the following steps:\n\n \n\n \n●\nIdentification\nof a contract with a customer;\n\n \n●\nIdentification\nof the performance obligations in the contract;\n\n \n●\nDetermination\nof the transaction price;\n\n \n●\nAllocation\nof the transaction price to the performance obligations in the contract; and\n\n \n●\nRecognition\nof revenue when or as the performance obligations are satisfied.\n\n \n\nThe\nCompany signed an agreement with Orocidin for which it recognized $2,500 in revenue during the year ended March 31, 2025. Since Orocidin\nbecame a subsidiary in the quarter ended June 30, 2024, no more revenue is to be recognized under this agreement, but is eliminated as\nan intercompany transaction.\n\n \n\nThe\nCompany signed an agreement with Bio-Convert for which it recognized $2,500 in revenue during the year ended March 31, 2025. Since Bio-Convert\nbecame a subsidiary in the quarter ended December 31, 2024, no more revenue is to be recognized under this agreement, but is eliminated\nas an intercompany transaction.\n\n \n\n*Non-controlling\nInterests*\n\n* *\n\nIn\naccordance with ASC Topic 810, *Consolidation* (“ASC 810”), the Company assesses whether it has a variable interest\nin legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”).\nFor those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE,\nand if so, to consolidate the VIE.\n\n \n\nIf\nan entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis\nis a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company\n– that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic\nperformance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially\nbe significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary.\n\n \n\nFollowing\nthe acquisition of 95% of Orocidin in May 2024, the Company determined that Orocidin was a VIE, and that the Company was the primary\nbeneficiary. While the Company owned 95% of Orocidin’s equity interests, the remaining equity interests in Orocidin were owned\nby unrelated third parties, and the agreement with these third parties provided the Company with greater voting rights. Accordingly,\nthe Company consolidated its interest in Orocidin under the VIE rules and reflected the third parties’ interests in the condensed\nconsolidated financial statements as a non-controlling interest. The Company recorded this non-controlling interest at its initial fair\nvalue, adjusting the basis prospectively for the third parties’ share of the respective consolidated investments’ net income\nor loss or equity contributions and distributions. These non-controlling interests were not redeemable by the equity holders and were\npresented as part of permanent equity. Income and losses were allocated to the non-controlling interest holders based on its economic\nownership percentage.\n\n \n\nF-13\n\n \n\n \n\nIn\nNovember 2024, the Company acquired the remaining 5% interest in Orocidin. As a result, Orocdin became a wholly owned subsidiary and\nwas no longer considered a VIE. The noncontrolling interest in Orocidin was derecognized from the Company’s condensed consolidated\nfinancial statements at the time of the acquisition of the remaining 5% interest.\n\n \n\nFollowing\nthe creation of NoviThera in October 2025 and the issuance of equity in NoviThera to Alteral, the Company determined that NoviThera was\na VIE, and that the Company was the primary beneficiary. While the Company owned 50.1% of NoviThera’s equity interests, the remaining\nequity interests in NoviThera are owned by a related party, and the agreement with the related party provided the Company with greater\nvoting rights based on each party’s equity interest. Accordingly, the Company consolidated its interest in NoviThera under the\nVIE rules and reflected the related parties’ interests in the condensed consolidated financial statements as a non-controlling\ninterest. The Company recorded this non-controlling interest at its initial fair value, adjusting the basis prospectively for the third\nparties’ share of the respective consolidated investments’ net income or loss or equity contributions and distributions.\nIncome and losses were allocated to the non-controlling interest holders based on its economic ownership percentage.\n\n \n\nTransactions\nwith non-controlling interests that do not result in a loss of control are accounted for as equity transactions. Any difference between\nthe fair value of the consideration paid or received and the carrying amount of the non-controlling interest is recognized in equity.\n\n \n\nThe\nconsolidated balance sheet as of March 31, 2026 includes balances for NoviThera of $4,616 of cash,$5,707 for prepaid expenses and other\ncurrent assets, $12,556 for other assets, and $91,422 accounts payable and accrued expenses.\n\n \n\n*Risks\nand Uncertainties*\n\n \n\nThe\nCompany’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors\ninclude, but are not limited to: the results of research and development, clinical testing and trial activities of the Company’s\nproducts, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and\nsold or being developed by other companies, the price of, and demand for, Company’s products, the Company’s ability to negotiate\nfavorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital.\n\n \n\n*Income\nTaxes*\n\n* *\n\nThe\nfollowing table summarizes the deferred income tax activity for the year ended March 31, 2026:\n\nSCHEDULE OF DEFERRED INCOME TAX ACTIVITY \n\n  \nOrocidin  \nBio-Convert  \nTotal \n\nBalance as of March 31, 2025 \n$3,449,767  \n$5,868,647  \n$9,318,414 \n\nForeign currency translation\nadjustment \n 225,776  \n 510,177  \n 735,953 \n\nBalance as of March 31, 2026 \n$3,675,543  \n$6,378,824  \n$10,054,367 \n\n* *\n\n*Recently\nAdopted Accounting Pronouncements*\n\n* *\n\nIn\nDecember 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. This Update enhances the\ntransparency and usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes\npaid. The guidance also eliminates certain existing requirements related to uncertain tax positions and unrecognized deferred tax liabilities.\nThe amendments in this Update are effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09, effective\nMarch 31, 2026, in these consolidated financial statements. ASU 2023-09 only impacted the disclosures and did not otherwise impact the\nconsolidated financial statements. See Note 12, Income Taxes, for disclosures related to the adoption of ASU 2023-09.\n\n \n\nF-14\n\n \n\n \n\n*Recently\nIssued Accounting Pronouncements*\n\n* *\n\nIn\nNovember 2024, the FASB issued ASU 2024-03, *Disaggregation of Income Statement Expenses* (“DISE”), which will require\nadditional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors\nfor more information about an entity’s expenses. This ASU was further clarified by ASU 2025-01, *Income Statement (Topic 220):\nReporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses*, which was issued\nin December 2024. The new standards require disclosures about specific types of expenses included in the expense captions presented on\nthe face of the income statement as well as disclosures about selling expenses. The new standards will be effective for public companies\nfor fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements\nwill be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating\nthe impact of these accounting standard updates on its financial statements.\n\n \n\nThe\nCompany does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact\non its financial position or results of operations.\n\n \n\n**NOTE\n3 - GOING CONCERN**\n\n \n\nThe\nCompany’s consolidated financial statements have been prepared on a going concern basis, which assumes the Company will\nbe able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company\nhas recognized nominal revenue and has incurred losses since inception resulting in an accumulated deficit of $50,786,534 and held cash\nof $20,878 as of March 31, 2026. As a result, the Company’s current funds will not be sufficient to meet its needs for more than\ntwelve months from the date of issuance of these condensed consolidated financial statements. Accordingly, there is substantial doubt\nabout the ability to continue as a going concern.\n\n \n\nThe\nability to continue as a going concern is dependent upon the Company’s recent acquisitions, its generating profitable operations\nin the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business\noperations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and\nthrough private placements of Common Stock. In April 2026, the Company issued to a certain private investor for a total of 45,000 restricted\nshares of its common stock, par value $0.001 per share. The price per share was $2.75 for gross proceeds of $0.1 million. The consolidated\nfinancial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.\n\n \n\n**NOTE\n4 - INVESTMENTS**\n\n \n\nOn\nJune 20, 2023, the Company and GK Partners ApS entered into a Stock Purchase and Sale Agreement, under which GK Partners ApS sold to\nthe Company 5,000,000 restricted shares of common stock of Mag Mile Capital. The shares were restricted in that they were subject to\na registration statement being filed on Form S-1 by Mag Mile on September 6, 2023. The Form S-1 became effective on July 5, 2024, removing\nthe restriction on the shares. In exchange, the Company issued 250,000 restricted shares of its Common Stock to GK Partners ApS. The\nshares were valued at $1,750,000, at a price of $7.00 per share, the closing stock price for the Company’s Common stock on the\nlast business day before the agreement.\n\n \n\nThe\nCompany accounts for its investment under the guidance of ASC Topic 321, *Investments – Equity Securities,*which provides\nguidance for equity interests that meet the definition of an equity security. Equity interests with readily determinable fair values\nare carried at fair value with changes in value recorded in earnings. Investments without readily determinable fair values are accounted\nfor using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price\nchanges in orderly transactions for the identical or a similar investment of the same issuer.\n\n \n\nThere\nis an active market for the shares of Mag Mile as of March 31, 2026. Therefore, the investment had an observable change in the value\nof Mag Mile’s shares that can be used to adjust the value of the Company’s investment in those shares. During the year ended\nMarch 31, 2026, the Company observed price changes to the trading price per share of Mag Mile’s common stock and recorded an increase\nof $325,000 in the Company’s investment. Prior to December 31, 2024, there was no active market for the shares of Mag Mile and\nthe Company carried the investment at cost until such time that there was an indicator of impairment or an observable change in the value\nof Mag Mile’s shares that could be used to adjust the value of the Company’s investment in those shares. Prior to there being\nan active market for the shares of Mag Mile, no impairment of the carrying value of the investment was recorded.\n\n \n\nF-15\n\n \n\n \n\n**NOTE\n5 - RELATED PARTY TRANSACTIONS**\n\n \n\nMr.\nTom Glasner 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 until its acquisition by the Company on May 13, 2024, and a beneficial owner of a controlling interest\nin Bio-Convert 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 was 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. For the year ended March 31,\n2025, GK Partners exercised a portion of its warrant for 57,400 shares. The exercise price was $10.00 per share for total proceeds of\n$576,000. On December 31, 2024 the 2022 GK Warrant expired.\n\n \n\nEffective\nDecember 30, 2024, warrants were issued to GK Partners (the “2024 GK Warrant”) to purchase up to 1,000,000 shares of the\nCompany’s Common Stock at an exercise price equal to the greater of $8.91 and the daily volume weighted average price of the Common\nStock for the ten trading days immediately preceding the date of exercise. The 2024 GK Warrant was scheduled to expire on December 31,\n2025. The Company determined that the 2024 GK Warrant was precluded from being classified within equity and was liability classified\nunder ASC Topic 815, *Derivatives and Hedging*. During the year ended March 31, 2025, GK Partners exercised a portion of its 2024\nGK Warrant for a total of 35,176 shares. The exercise price ranged from $8.91 to $8.95 per share for total proceeds of $313,455. On March\n31, 2025, the 2024 GK Warrant was terminated. Immediately prior to the termination, the fair value of the 2024 GK Warrant was $167,000,\nwhich was reclassified to additional paid in capital due to the related party relationship with GK Partners.\n\n \n\nAs\ndetailed in Note 4, on June 20, 2023, the Company and GK Partners entered into a Stock Purchase and Sale Agreement whereby the Company\nacquired equity interests in Mag Mile.\n\n \n\nDuring\nthe year ended March 31, 2026, GK Partners purchased 49,000 shares of the Company’s common stock at a price of $5.00 per share\nfor gross proceeds of $245,000.\n\n \n\nIn\nJuly 2025, NP Bioinnovation A/S entered into a short-term lease agreement with GK Partners. NP Bioinnovation A/S incurred $37,776 of\nexpense related to the lease agreement.\n\n \n\nFor\nthe year ended March 31, 2026, GK Partners provided services to the Company’s subsidiaries totaling approximately $126,658.\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 $3,665 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 payables 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\nF-16\n\n \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.\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. As of March 31, 2026, $15,000 is included in accounts payable and accrued expenses.\n\n \n\nOn\nOctober 1, 2025, the Company entered into a consulting agreement with Darlington Group, LLC (“Darlington Group”), which is\ncontrolled by Andrew Ritter, a member of the Company’s board of directors. Darlington Group will provide consulting services concerning\nstrategic guidance on U.S. capital markets and drug development; market access and network development; partnerships, industry intelligence\nand strategic planning; and operational support. The agreement is terminable by either party on 30 days’ advance notice. For these\nservices, Darlington Group will be paid $10,000 in advance per quarter on each October 1, January 1, April 1 and July 1 during the term\nof the agreement, commencing October 1, 2025.\n\n \n\nIn\nOctober 2025, the Company, through its subsidiary NoviThera, purchased intellectual property from Alteral in exchange for 49.9% equity\nstake in NoviThera, to research and develop a novel and unique Monoclonal antibody (MaB) as a novel innovative therapy for the treatment\nof psoriasis. Mr. Allan Wehnert, who controls Alteral Therapeutics, was appointed CEO of NoviThera. As a result of the purchase, the\nCompany retained a controlling 50.1% ownership interest in NoviThera. The Company expensed the acquired in-process research and development\nof $527,625 at the acquisition date because the assets had no alternative future use.\n\n \n\n**NOTE\n6 - FAIR VALUE MEASUREMENTS**\n\n \n\nThe\nfollowing tables provide information related to the Company’s assets and liabilities measured at fair value on a recurring basis\nas of March 31, 2026 and March 31, 2025:\n\nSCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE \n\n  \n    \n    \n    \n   \n\n  \nMarch\n31, 2026 \n\n  \nLevel\n1  \nLevel\n2  \nLevel\n3  \nTotal \n\nAssets: \n    \n    \n    \n   \n\nInvestment\nin Mag Mile Capital, Inc. \n$2,250,000  \n$—  \n$—  \n$2,250,000 \n\nAssets \n$2,250,000  \n$—  \n$—  \n$2,250,000 \n\n \n\n  \n    \n    \n    \n   \n\n  \nMarch\n31, 2025 \n\n  \nLevel\n1  \nLevel\n2  \nLevel\n3  \nTotal \n\nAssets: \n    \n    \n    \n   \n\nInvestment\nin Mag Mile Capital, Inc. \n$1,925,000  \n$—  \n$—  \n$1,925,000 \n\nAssets \n$1,925,000  \n$—  \n$—  \n$1,925,000 \n\n \n\n**NOTE\n7 - PREFERRED STOCK**\n\n \n\n*Preferred\nStock*\n\n \n\nWe\nhave authorized 5,000,000 shares, $0.001 par value, preferred stock (the “Preferred Stock”) of which 500,000 shares have\nbeen issued and redeemed, and therefore are not considered outstanding. In addition, 500,000 shares of Preferred Stock have been designated\nas Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) with the designations and the powers, preferences,\nrights, qualifications, limitations and restrictions specified in the Certificate of Designation of the Junior Preferred Stock filed\nwith the Delaware Department of State on January 28, 2008. Such number of shares may be increased or decreased by resolution of the Board\nof Directors, provided that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the number\nof shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants\nor upon the conversion of any outstanding securities issued by the Company that are convertible into Junior Preferred Stock. Each share\nof Junior Preferred Stock shall entitle the holder to 100 votes on all matters submitted to a vote of the Company’s stockholders.\nThe holders of shares of Junior Preferred Stock, in preference to the holders of the Company’s Common Stock and of any other junior\nstock, shall be entitled to receive, when and if declared by the Board of Directors out of funds legally available for the purpose, quarterly\ndividends payable in cash. Upon the Company’s liquidation, dissolution or winding up, no distribution shall be made to the holders\nof shares of stock ranking junior to the Junior Preferred Stock unless, prior thereto, the holders of shares of Junior Preferred Stock\nshall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon. The Junior Preferred\nStock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of\nPreferred Stock. As of March 31, 2026 and March 31, 2025, there are no shares of Junior Preferred Stock or undesignated Preferred Stock\nissued and outstanding.\n\n \n\nF-17\n\n \n\n \n\n**NOTE\n8 - COMMON STOCK TRANSACTIONS**\n\n \n\nThe\nCompany is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share (the “Common Stock”).\nHolders of the Company’s Common Stock are entitled to one vote for each share.\n\n \n\nDuring\nthe year ended March 31, 2026, the Company issued 1,850,036 shares of restricted Common Stock to private investors. The purchase price\nranged from $1.90-5.00 per share, resulting in total net proceeds of $4.4 million.\n\n \n\nIn\nAugust 2025, the Company’s Board of Directors authorized a share repurchase program which permits the Company to repurchase up\nto an aggregate of 200,000 shares of the Company’s Common Stock from existing shareholders only, solely in privately negotiated\ntransactions, at a purchase price per share not greater than the then-current market price as determined based on the last reported sale\nprice of the Company’s Common Stock on the Company’s principal trading market. The Company is not obligated to repurchase\nany shares and may suspend or terminate the program at any time. Repurchased shares may be held as treasury stock or retired, as determined\nby the Company. The repurchase program will remain in effect until the earliest of (i) the repurchase of 200,000 shares, (ii) 12 months\nfrom the date the program was authorized, or (iii) revocation by further Board action.\n\n \n\nOn\nOctober 1, 2025, the Company repurchased 57,642 shares of Common Stock from an existing shareholder for $1.36 per share. The repurchase\nwas made pursuant to the share repurchase program authorized by the Company’s Board of Directors. Following the transaction, 142,358\nshares remain authorized for repurchase.\n\n \n\n**NOTE\n9 - STOCK-BASED COMPENSATION**\n\n \n\nIn\nJune 2024, the Company established the Nordicus Partners Corporation 2024 Stock Incentive Plan (the “Plan”). The purpose\nof the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve\nstockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain\nand reward the best-available persons.\n\n \n\nThe\nPlan permits the granting of stock options (including incentive stock options qualifying under Code Section 422 and nonqualified stock\noptions), stock appreciation rights (SARs), restricted or unrestricted stock awards, restricted stock units, performance awards, other\nstock-based awards, or any combination of the foregoing.\n\n \n\nParticipation\nin the Plan shall be open to all employees, officers, directors, and consultants of the Company, or of any affiliate of the Company,\nas may be selected by the Company from time to time. However, only employees of the Company, and of any parent or subsidiary of the Company,\nshall be eligible for the grant of an incentive stock option. The grant of an award at any time to any person shall not entitle that\nperson to a grant of an award at any future time.\n\n \n\nThe\nshares of Common Stock that may be issued with respect to awards granted under the Plan shall not exceed an aggregate of 7,000,000 shares\nof Common Stock. The maximum number of shares of Common Stock under the Plan that may be issued as incentive stock options shall be 7,000,000\nshares. Regarding performance-based award limitations, the number of shares of Common Stock that may be granted in the form of options,\nSARs, restricted stock awards, restricted stock units, or performance award shares in a single fiscal year to a participant may not exceed\n2,000,000 of each form.\n\n \n\nF-18\n\n \n\n \n\nThe\nfollowing table summarizes the Company’s stock option activity under the Plan for the year ended March 31, 2026. Included in the\n925,000 outstanding options are 375,000 performance-based awards and 550,000 service-based awards:\n\n \n\nSCHEDULE OF STOCK OPTION\n\n  \nNumber\nof\n\nStock Options  \nWeighted-average\n\nExercise Price\n\nper Option*  \nWeighted-average\n\nRemaining\n\nContractual Term\n\n(Years)  \nAggregate\n\nIntrinsic\n\nValue \n\nOutstanding as of March 31, 2025 \n 825,000  \n$             3.25  \n       9.63  \n 675,000 \n\nGranted \n 100,000  \n$1.90  \n —  \n — \n\nOutstanding as of March 31, 2026 \n 925,000  \n$3.00  \n 8.71  \n 135,000 \n\nExercisable and vested as of March 31,\n2026 \n 550,000  \n$3.00  \n 8.71  \n 135,000 \n\nVested and expected to vest as of March\n31, 2026 \n 550,000  \n$3.00  \n 8.71  \n 135,000 \n\n \n\n*The weighted-average\nexercise price excludes the exercise price for the performance awards due to the variable nature of the exercise price. See below for\nmore discussion of the performance awards.\n\n \n\nThe\nstock-based compensation expense related to option grants under the Plan was $137,544, for the year ended March 31, 2026 and was recognized\nwithin officer compensation on the Company’s consolidated statement of operations and comprehensive loss.\n\n \n\nAll\nof the service based awards in the table above were fully vested at issuance and therefore all related compensation expense was recognized\nin the periods the awards were granted. There was no unrecognized compensation cost related to the service based options as of March\n31, 2026. The Performance Awards in the table above will fully vest when the vesting terms are met and expense will be recognized when\nthe vesting event becomes probable. Therefore, no stock-based compensation expense was recorded for the Performance Awards for the year\nended March 31, 2026.\n\n \n\nIn\nNovember 2024, 375,000 performance awards (the “Performance Awards”) were issued, whose vesting is dependent upon events\nrelated to future acquisitions that were not deemed probable of occurring at the time of grant through March 31, 2025. The exercise price\nof the Performance Awards will be equal to the closing price per share of the Company’s common stock on the trading day preceding\nthe vesting date. Due to the variability in the exercise price of the Performance Awards, that is the exercise price will be equal to\nthe closing price per share on the date preceding the vesting date, the Company concluded that the grant date was not established for\naccounting purposes. The fair value of the Performance Awards on the date of award was $671,250. As of March 31, 2026, the fair value\nof the Performance Awards was $924,000. The Company did not recognize compensation expense for such awards as the grant date has not\nbeen established nor is the achievement of the milestone considered probable. The Company will reassess the probability of achievement\nat each reporting date and will recognize compensation expense if and when the performance condition becomes probable of achievement.\n\n \n\nThe\nweighted-average grant date fair value per share of options granted during the year ended March 31, 2026 was $1.38. The Company uses\nthe Black-Scholes option model to estimate the fair value of stock options. In applying the Black-Scholes option model, the Company used\nthe following assumptions in the valuation of options granted in 2026:\n\n \n\nSCHEDULE\nOF FAIR VALUE STOCK OPTIONS \n\nExpected volatility \n 92%\n\nExpected dividend yield \n —%\n\nExercise price \n$1.90 \n\nStock price \n$1.90 \n\nExpected term (years) \n 5.0 \n\nRisk-free rate \n 3.80%\n\n \n\nF-19\n\n \n\n \n\nDue\nto the variability of the exercise price, which will be equal to the closing price per share of the Company’s common stock on the\ntrading day preceding the vesting date, the Company uses a Monte Carlo simulation model to estimate the fair value of the 375,000 Performance\nAwards where vesting was not probable as of March 31, 2026. In applying the Monte Carlo simulation model, the Company used the following\nassumptions in the valuation of the Performance Awards as of March 31, 2026:\n\n \n\nSCHEDULE OF FAIR VALUE OF STOCK OPTIONS\n\nExercise price \nVariable \n\nContractual term (years) \n 8.63 \n\nVolatility (annual) \n 73%\n\nRisk-free rate \n 4.1%\n\nDividend yield (per share) \n 0%\n\n \n\n*Equity\nissued for consulting services*\n\n* *\n\nFor\nthe years ended March 31, 2026 and 2025, unrelated to the Plan, the Company issued 84,000 and 30,000 shares of Common Stock to a third\nparty for consulting services, respectively, which were valued at $304,000 and $138,979, respectively, and recorded with general and\nadministrative expense.\n\n \n\n**NOTE\n10 - GOODWILL AND INTANGIBLE ASSETS**\n\n \n\n*Orocidin\nA/S*\n\n \n\nOn\nMay 13, 2024, the Company and certain shareholders of Orocidin, a Danish stock corporation entered into a Stock Purchase and Sale Agreement\n(“Business Combination”), under which the Company issued 3,800,000 restricted shares of its Common Stock to the Sellers in\nexchange for 95% of Orocidin’s outstanding shares of capital stock. The shares were valued at $5.00, the closing stock price of\nthe Company on the date of acquisition.\n\n \n\nOrocidin\nis a preclinical-stage biotechnology company, and is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis.\n\n \n\nThe\nCompany accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of identifiable\nassets acquired and liabilities assumed as of the acquisition date. The excess of the purchase price over the estimated fair values of\nthe underlying identifiable assets acquired, liabilities assumed was allocated to goodwill.\n\n \n\nThe\n$15,680,760 of acquired intangible assets was assigned to IPR&D assets that was recognized at fair value on the acquisition date.\nTo value the IPR&D, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under the Income Approach.\nThe method considers the present value of excess earnings generated by Orocidin’s IPR&D after taking into account the cost\nto realize the revenue, charges for contributory assets and an appropriate discount rate to reflect the time value and risk associated\nwith the invested capital. IPR&D acquired represents Orocidin’s research and development activities related to its next generation\nof periodontitis therapies.\n\n \n\nOn\nNovember 11, 2024, the Company acquired the remaining 29,663 outstanding common shares and voting interest, or 5.34%, of Orocidin. The\nacquisition-date fair value of the consideration transferred totaled $650,000, which consisted of 200,000 shares of the Company’s\nCommon Stock. The fair value of the 200,000 common shares issued was determined based on the closing market price of the Company’s\nCommon Stock on the acquisition date, $3.25.\n\n \n\n*Bio-Convert\nA/S*\n\n* *\n\nOn\nNovember 11, 2024 (the acquisition date), the Company acquired 100% of the outstanding common shares and voting interest of Bio-Convert.\nThe Company accounted for the transaction as a business combination under ASC 805.\n\n \n\nBio-Convert\nis a Denmark-based preclinical-stage biotechnology company focused on revolutionizing the treatment of oral leukoplakia, which is a potentially\nmalignant disorder affecting the oral mucosa. Oral leukoplakia is a white patch or plaque that can develop in the oral cavity and when\naccompanied by dysplasia, it becomes a marker of disease progression and patients can potentially develop oral cancer. Bio-Convert is\ndeveloping a new pharmaceutical drug product for the treatment of oral leukoplakia and the prevention of oral cancer formation. This\nis achieved through a proprietary mucoadhesive oral topical formulation that delivers the drug without any systemic absorption. The aim\nof the treatment is therefore to eliminate the lesions or to reduce the malignant conversion rate of oral leukoplakia to oral cancer.\nThe effect on oral cancer may improve the surgical removal procedure should this be needed for the oral cancer patients. Bio-Convert’s\ncurrent plan is to conduct a pilot efficacy study in patients with oral leukoplakia.\n\n \n\nF-20\n\n \n\n \n\nThe\nacquisition-date fair value of the consideration transferred totaled $39,000,000, which consisted of 12,000,000 shares of the Company’s\nCommon Stock. The fair value of the 12,000,000 common shares issued was determined based on the closing market price of the Company’s\nCommon Stock on the acquisition date, $3.25.\n\n \n\nThe\n$26,675,670 of acquired intangible assets was assigned to in-process research and development assets that was recognized at fair value\non the acquisition date. To value the IPR&D, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”),\nunder the Income Approach. The method considers the present value of excess earnings generated by Bio-Covert’s IPR&D after\ntaking into account the cost to realize the revenue, charges for contributory assets and an appropriate discount rate to reflect the\ntime value and risk associated with the invested capital. IPR&D acquired represents Bio-Convert’s research and development\nactivities related to its new pharmaceutical drug product for the treatment of oral leukoplakia and the prevention of oral cancer formation.\n\n \n\nThe\nfollowing table summarizes the goodwill activity for the year ended March 31, 2026:\n\n \n\nSCHEDULE OF GOODWILL\n\n  \nOrocidin  \nBio-Convert  \nTotal \n\nBalance as of March 31, 2025 \n$7,084,829  \n$18,405,922  \n$25,490,751 \n\nForeign currency translation\nadjustment \n 464,225  \n 1,206,024  \n 1,670,249 \n\nBalance as of March 31, 2026 \n$7,549,054  \n$19,611,946  \n$27,161,000 \n\n \n\nThe\nfollowing table summarizes the in-process research and development activity for the year ended March 31, 2026:\n\n \n\nSCHEDULE OF IN-PROCESS RESEARCH AND DEVELOPMENT ACTIVITY\n\n  \nOrocidin  \nBio-Convert  \nTotal \n\nBalance as of March 31, 2025 \n$15,679,626  \n$27,028,453  \n$42,708,079 \n\nForeign currency translation\nadjustment \n 1,027,387  \n 1,771,005  \n 2,798,392 \n\nBalance as of March 31, 2026 \n$16,707,013  \n$28,799,458  \n$45,506,471 \n\n \n\n**NOTE\n11 - WARRANTS**\n\n \n\nA\nsummary of the Company’s outstanding warrant activity for year ended March 31, 2026 is as follows:\n\n \n\nSCHEDULE OF WARRANT ACTIVITIES\n\n  \n   \n  \nWeighted \n\n  \n   \nWeighted  \nAverage \n\n  \nNumber of  \n\nAverage\n\nExercise\n  \nRemaining\nContract \n\n  \nWarrants  \nPrice  \nTerm \n\nOutstanding, March 31, 2025 \n 75,000  \n$10.00  \n 2.75 \n\nIssued \n —  \n —  \n — \n\nExpired/cancelled \n —  \n —  \n — \n\nExercised \n —  \n —  \n — \n\nOutstanding, March 31, 2026 \n 75,000  \n$10.00  \n 1.75 \n\n \n\nAll\nof the outstanding warrants are exercisable as of March 31, 2026 with an intrinsic value of $0.\n\n \n\n**NOTE\n12 - INCOME TAX**\n\n** **\n\nDeferred\ntaxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating\nloss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences\nare the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a\nvaluation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets\nwill not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of\nthe Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the\ndate of enactment. The Company and its subsidiaries file income tax returns in the U.S. and foreign jurisdictions. The U.S. federal and\nforeign jurisdiction income tax rates of 21% and 22%, respectively, are being used.\n\n \n\nF-21\n\n \n\n \n\nFor\nfinancial reporting purposes, loss before provision for income taxes, includes the following components:\n\n \n\nSCHEDULE\nOF LOSS BEFORE PROVISION FOR INCOME TAXES \n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nDomestic \n$(1,279,724) \n$(1,378,769)\n\nForeign \n (2,767,080) \n (1,538,511)\n\nLoss before income taxes \n$(4,046,804) \n$(2,917,280)\n\n \n\nThe\ntable below provides the updated requirements of ASU 2023-09 for 2025. See Notes to Consolidated Financial Statements - Income Taxes\nfor additional details on the adoption of ASU 2023-09. The effective tax rate differs from the federal statutory income tax rate applied\nto the loss before provision for income taxes and tax due to the following:\n\n \n\n SCHEDULE\nOF RECONCILIATION OF TAXES ON INCOME\n\n  \nMarch\n31, 2026 \n\n  \nAmount  \nRate \n\nFederal tax benefit \n$(188,090) \n (21.0)%\n\nForeign expense (benefit) \n 3,830  \n 0.4%\n\nTemporary differences \n (39,366) \n (4.4)%\n\nValuation allowance change \n 223,626  \n 25.0%\n\nTotal income tax expense \n$—  \n —%\n\n \n\nAs\npreviously disclosed for the year ended March 31, 2025, prior to the adoption of ASU 2023-09, the effective income tax rate differs from\nthe statutory federal income tax rate as follows:\n\n \n\n SCHEDULE\nOF RECONCILIATION ON EFFECTIVE TAX RATE\n\n  \nMarch\n31, 2025 \n\nFederal statutory tax rate \n 21.0%\n\nForeign rate differential \n 0.5%\n\nPermanent differences \n (4.7)%\n\nIncrease in valuation\nallowance \n (16.8)%\n\nEffective tax rate \n —%\n\n \n\nF-22\n\n \n\n \n\nThe\ntax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax\nliabilities consist of the following:\n\n SCHEDULE\nOF COMPONENTS OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES\n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nDeferred Tax Assets: \n    \n   \n\nStock-based compensation \n$28,884  \n$— \n\nNet operating loss carryforwards \n 5,302,399  \n 5,253,078 \n\nTotal gross deferred tax assets \n 5,331,283  \n 5,253,078 \n\nValuation allowance \n (5,331,283) \n (5,253,078)\n\nNet deferred tax assets \n$—  \n$— \n\n  \n    \n   \n\nDeferred Tax Liabilities: \n    \n   \n\nIn-process research and\ndevelopment intangible assets \n$(9,318,414) \n$(9,318,414)\n\nTotal deferred tax liabilities \n (9,318,414) \n (9,318,414)\n\n  \n    \n   \n\nNet deferred tax liability \n$(9,318,414) \n$(9,318,414)\n\n \n\nAt\nMarch 31, 2026 and 2025, the Company had net operating loss carry forwards of approximately $25,190,000\nand $24,941,000,\nrespectively, that may be offset against future taxable income. During the years ended March 31, 2026 and 2025, the total change in\nthe valuation allowance was $223,626\nand $490,656,\nrespectively. Net\noperating loss carryforwards of approximately $20,762,400 can be carried forward for 20 years and begin to expire in 2024. Net\noperating loss carryforward amounts of $10,732,500 can be carried forward indefinitely, but are limited to 80% of taxable income in\nany one year. The Company has net operating loss carryforwards that have resulted in deferred tax assets of approximately $5,302,399,\nof which $930,000 have no expiration date. The Company maintains certain earnings as indefinitely reinvested in operations\noutside of the United States, for which no deferred income taxes have been provided. Determination of the amount of unrecognized\ndeferred tax liability, if any, associated with such earnings is not practicable. No\ntax benefit has been reported in the March 31, 2026, financial statements since the potential tax benefit is offset by a valuation\nallowance of the same amount. A portion of the Company’s deferred tax liability, totaling $735,953, relates to the income tax effect of foreign\ncurrency translation adjustments on its foreign subsidiaries, which was recorded through other comprehensive income\n\n \n\nThe\nCompany’s ability to use its net operating loss carryforwards may be substantially limited due to ownership change limitations\nthat may occur as required by Section 382 of the Internal Revenue Code of 1986 as amended. The Company has not completed a study to assess\nwhether an ownership change has occurred or whether there have been multiple ownership changes since incurring losses. If the Company\nhas completed an ownership change, utilization of the net operating loss carryforwards would be subject to annual limitations under Section\n382. Any limitation could result in expiration of a portion of the net operating loss carryforwards before utilization. With few exceptions,\nthe Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.\n\n \n\n**NOTE\n13 - NOTE PAYABLE**\n\n** **\n\nOn\nFebruary 18, 2026, Nordicus Partners Corporation entered into a demand promissory note (the “Note”) with Reddington,\nin the aggregate amount of $40,000. The Note bears interest at a rate equal to the lesser of 6.0% per annum and the maximum rate permitted\nby applicable law. Interest is calculated on the basis of a 365-day year and actual days elapsed.\n\n \n\nThe\noutstanding principal balance, together with all accrued and unpaid interest, is due and payable on demand by the Lender and, accordingly,\nis classified as a current liability on the balance sheet. In the event of default, including nonpayment or certain insolvency events,\nthe Payee may declare all amounts immediately due and payable and may pursue customary remedies, including collection costs and attorneys’\nfees. The Company may prepay the Note, in whole or in part, at any time without premium or penalty. Payments made under the Note are\napplied first to accrued interest and then to principal.\n\n \n\nOn\nMarch 6, 2026, the Company entered into an additional demand promissory note with the same lender under substantially identical terms,\npursuant to which the Company borrowed an additional $20,000.\n\n \n\nF-23\n\n \n\n \n\nAs\nof March 31, 2026 and 2025, the principal balance due was $60,000 and $0, respectively. The Company recorded accrued interest expense\nof $345 and $0 for the years ended March 31, 2026 and 2025, respectively, which is included in accounts payable and accrued expenses\non the consolidated balance sheets.\n\n \n\n**NOTE\n14 - SEGMENT REPORTING**\n\n** **\n\nThe\nCompany operates as a single operating segment, which consists of the Company’s wholly-owned subsidiaries, Orocidin and Bio-Convert,\nand its majority-owned subsidiary, NoviThera. All subsidiaries are focused on developing medicines supporting oral health. The Company\nhas one reportable segment, which consists of its single operating segment.\n\n \n\nThe\naccounting policies of the segment are the same as those described in the summary of significant accounting policies.\n\n \n\nThe\nCompany’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). When evaluating the Company’s\nfinancial performance and deciding how to allocate resources, the CODM regularly reviews total expenses and expenses by significant areas\nto make decisions on a company-wide basis. The Company’s CODM uses net loss to evaluate past spending and to guide decisions of\nfuture spending. Net loss is used to monitor budget versus actual results.\n\n \n\nThe\nCompany did not generate any revenue during the year ended March 31, 2026. The Company has no material intra-entity revenues or expenses.\nAs the Company is currently in the pre-revenue phase, the aforementioned operating expenses are the primary drivers that guide decisions\nof future spending and to monitor performance.\n\n \n\nThe\nmeasure of segment assets is reported on the balance sheet as total assets.\n\n \n\nThe\nCODM does not separately evaluate performance by geographic region or product line, as the Company has not yet commenced commercial operations\nand has limited operations due to the current liquidity and funding of the Company. The Company’s operations are conducted within\nthe United States of America and Denmark.\n\n \n\n**NOTE\n15 - SUBSEQUENT EVENTS**\n\n \n\nManagement\nhas evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and\nhas determined that no material subsequent events exist other than the following:\n\n \n\nIn\nMarch and April 2026, the Company issued to five private investors for a total of 201,500\nrestricted shares of its common stock, par value $0.001\nper share. The price per share was $2.75\nfor gross proceeds of $0.6\nmillion.\n\n \n\nIn\nMarch through June 2026 an affiliate of our chief executive officer, Henrik Rouf, loaned to the company $22,000 pursuant to demand promissory\nnotes bearing interest at 6% per annum.\n\n \n\nOn\nJuly 7, 2026, Andrew J. Ritter resigned from the Board of Directors of the Company, effective immediately. He also resigned from the\nAudit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board.\n\n \n\nF-24"}