BIOTRICITY INC.

1. NATURE OF OPERATIONS

Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company” or “Biotricity”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-over on February 2, 2016.

The Company and iMedical are engaged in the research, development and commercialization of technology-enabled healthcare solutions focused on remote patient monitoring, diagnostics and chronic disease management. The Company’s principal products include the Bioflux® platform, a mobile cardiac telemetry and remote cardiac monitoring solution designed to assist healthcare providers in the diagnosis and management of cardiac arrhythmias, and the Biocore® platform, a wearable remote monitoring solution that enables the collection, transmission and analysis of physiological data. The Company is focused on developing and commercializing an ecosystem of connected healthcare technologies that improve patient outcomes while providing healthcare providers with actionable clinical information.

To date, the Company’s efforts have been primarily devoted to research and development activities, product commercialization, expanding its customer base, and enhancing its remote monitoring technology platform and related services.

2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”).

The consolidated financial statements of the Company have been prepared on a historical cost basis except Cash and derivative liabilities which are carried at fair value.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain amounts presented in the prior year period have been reclassified to conform to current period consolidated financial statement presentation.

Going Concern, Liquidity and Basis of Presentation

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company continues to focus on commercialization of its products, expansion of its customer base and development of additional technologies and services.

As of March 31, 2026, the Company had cash and cash equivalents of $149,789 (2025: $365,145), an accumulated deficit of $142,570,243 (2025: $139,441,785), and a working capital deficiency of $31,284,762 (2025: $15,996,856). During the year ended March 31, 2026, the Company generated income from operations of $1,691,236 (2025: negative $2,448,966) but used $718,955 of cash in operating activities.

The Company’s limited cash resources, working capital deficiency and ongoing need for additional financing to support operations and satisfy debt obligations raise substantial doubt about its ability to continue as a going concern within one year after the issuance date of these consolidated financial statements. The Company’s ability to continue as a going concern is dependent upon its ability to generate positive cash flows from operations, obtain additional financing and meet its obligations as they become due.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue as performance obligations are satisfied.

Both the Bioflux mobile cardiac telemetry device, and the Biocore device are wearable devices. The cardiac data that the devices monitor and collect is curated and analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, the Company recognizes revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized.

The Company may also earn service-related revenue from contracts with other counterparties with which it consults. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which the Company has expertise and may eventually conduct business.

The Company recognized the following forms of revenue for the fiscal years ended March 31, 2026 and 2025:

Inventories

Inventory is stated at the lower of cost or net realizable value, with cost determined using the weighted-average cost method.

The cost of raw materials includes purchase costs and freight-in charges directly attributable to acquiring the inventory. The cost of finished goods includes direct labor, manufacturing overhead, freight and other costs incurred in bringing the inventory to its present location and condition.

Net realizable value is based on estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.

The Company evaluates inventory for excess quantities, obsolescence and slow-moving items based on historical usage, forecasted demand, product life cycles, technological developments and market conditions. Inventory write-downs are recorded when the carrying value of inventory exceeds its estimated net realizable value. Such write-downs are recorded within cost of revenues and establish a new cost basis for the inventory.

Accounts Receivable - Net

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses to estimate the amount of receivables that may not be collected. The allowance is determined using a current expected credit loss (“CECL”) methodology that incorporates historical loss experience, current economic conditions, aging of receivable balances, customer-specific risk characteristics and reasonable and supportable forecasts.

The Company evaluates receivables collectively based on similar risk characteristics, including customer payment history, aging status, customer significance and other relevant factors. Receivables deemed uncollectible are written off against the allowance when collection efforts have been exhausted. Recoveries of amounts previously written off are recorded when received.

Accounts receivable consisted of the following:

Accounts receivable primarily consist of amounts due from medical facilities, government programs, and patients arising from the Company’s normal course of business.

Other receivables primarily consist of accrued receivables related to device sales embedded in all-inclusive arrangements, unbilled sales, accrued technology fees, receivables from third parties, CARES Act payroll tax refund receivables and receivables from e-commerce platforms. Included in other receivables is a CARES Act payroll tax refund receivable of $576,000 as of March 31, 2026.

The increase in accounts receivable during fiscal 2026 was primarily attributable to increased revenue volume, timing differences in collections from customers and third-party payors, and the recognition of the CARES Act payroll tax refund receivable.

Accounts Receivable Aging

The aging analysis below relates only to trade accounts receivable and excludes other receivables.

Allowance for Expected Credit Losses

Changes in the allowance for expected credit losses for the year ended March 31, 2026 and 2025 were as follows:

Significant accounting estimates and assumptions

The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, promissory notes, convertible notes and derivative liabilities.

The Company measures the fair value of stock options and warrants granted to employees, directors, consultants, service providers and financing counterparties using the Black-Scholes option pricing model. The determination of fair value requires management to make estimates and assumptions regarding the expected term of the instrument, expected volatility of the Company’s common stock, risk-free interest rate, expected dividend yield and, where applicable, forfeiture rates.

The fair value of stock options is recognized as stock based compensation expense over the requisite service period. The fair value of warrants issued in connection with financing transactions or for services is recorded based on the nature of the underlying transaction and classified as either equity or liability in accordance with applicable accounting guidance.

In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used Monte-Carlo and lattice models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period.

Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses.

The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively.

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.

Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

Inventories are stated at the lower of cost and net realizable value. Net realizable value of our inventory is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices.

The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.

When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.

The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements.

Earnings (Loss) Per Share

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented.

Cash

Cash includes cash on hand and balances with banks.

As of March 31, 2026, and 2025, cash balance of US$140,932 and US$259,478 were at financial institutions in the United States that were not covered by the United States Deposit Protection Regulation.

Foreign Currency Translation

The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiary from their functional currency into the Company’s reporting currency of United States dollars, consolidated balance sheet accounts are translated using the closing exchange rate in effect at the consolidated balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the consolidated balance sheets net of an estimated allowance for expected credit losses. The Company establishes an allowance for expected credit losses for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

Customer Concentration

For the year ended March 31, 2026, two customer accounted for 20% and 10% of the Company’s revenues. For the year ended March 31, 2025, one customer accounted for approximately 29% of the Company’s revenues.

Fair Value of Financial Instruments

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and short term loans, federally guaranteed loans, term loans and accounts payable and accrued liabilities. The Company’s derivative liabilities are carried at fair values and are classified as Level 3 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

The fair value of financial instruments measured on a recurring basis is as follows:

There were no transfers between fair value hierarchy levels during the years ended March 31, 2026 and 2025.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for all assets with estimated lives as follow:

Impairment for Long-Lived Assets

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2026 and 2025, the Company believes there wasno impairment of its long-lived assets.

Leases

The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items Operating right of use assets, Operating lease obligations, current, and Operating lease obligations, long-term in the consolidated balance sheet.

Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 12 for further discussion.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for consolidated financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

Research and Development

Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved**.**Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of personnel-related costs including stock based compensation for personnel in functions not directly associated with research and development activities. Other significant costs include sales and marketing costs, investor relation and legal costs relating to corporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses.

Stock Based Compensation

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

Convertible Notes Payable and Derivative Instruments

The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

Series B Convertible Preferred Stock

The Series B convertible preferred stock (“Series B Preferred Stock”) was accounted for as mezzanine equity and the embedded conversion and redemption features was accounted for as derivative liabilities with change in fair value at each reporting period end charged to the consolidated statement of operation and comprehensive loss in accordance with ASC 480 and ASC 815.

Preferred Share Redemption and Conversions

The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For Series A preferred stock redemptions, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net loss. For Series B preferred stock conversions, no gain or loss is recognized upon Series B preferred stock conversion except for the fair value adjustment for the conversion and redemption feature derivative liabilities on the conversion date.

Segment Information

Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company has identified its Chief Executive Officer (“CEO”) as the chief operating decision maker (“CODM”). The Company operates inone operating segment. The Company’s CODM allocates resources and assesses performance at the consolidated level. The Company’s property and equipment and operating right of use lease asset are in the United States as of March 31, 2026 and 2025.

The CODM uses net loss for purposes of making operating decisions, allocating resources, and evaluating financial performance. Significant expenses include non-cash stock based compensation, depreciation and amortization, and write-off of property and equipment, which are reflected in the Consolidated Statements of Cash Flows for the years ended March 31, 2026 and 2025.

The long-lived assets outside of U.S. are not material as of March 31, 2026. The measure of segment assets is reported on the balance sheet as total consolidated assets. Refer to the Consolidated Balance Sheets as of March 31, 2026 and 2025 for total consolidated assets.

Recently Issued Accounting Pronouncements

On November 26, 2024, the FASB issued ASU 2024-04,Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarifies the accounting for certain settlements of convertible debt instruments that occur at terms different from the original contractual conversion terms, specifically addressing whether such settlements should be accounted for as induced conversions or debt extinguishments. The amendments are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024-04 on its consolidated financial statements and related disclosures. At this time, the Company has not determined the effect, if any, that adoption of this standard will have on its consolidated financial position, results of operations, cash flows, or related disclosures.

In July 2025, the FASB issued ASU 2025-05, which provides targeted improvements and practical expedients related to the application of the current expected credit loss (“CECL”) model. The amendments are intended to simplify certain aspects of estimating expected credit losses while maintaining decision-useful information for investors. The Company is currently evaluating the impact that adoption of this guidance may have on its consolidated financial statements and related disclosures.

The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Trade and other payables and accrued liabilities as at March 31, 2026 and 2025 included $1,053,228 and $373,744, respectively, due to a shareholder, who is a director and executive of the Company.

5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS

Series A Convertible Promissory Notes*:*

The Company’s Series A Convertible Promissory Notes bear interest at 12% per annum and are convertible into common shares pursuant to the terms of the respective note agreements.

As of March 31, 2026, notes held by two investors remained outstanding with an aggregate principal balance of $821,500 (March 31, 2025 – $821,500). During prior years, substantially all Series A Notes were converted into common shares, with the exception of these remaining notes.

On December 30, 2022, the Company exchanged $500,000 of Series A Notes together with accrued interest of $121,500 for a new convertible note with principal of $621,500. The replacement note bears interest at 12% per annum and is convertible into common shares at a price equal to 75% of the average of the three lowest closing prices during the ten trading days preceding receipt of a conversion notice.

As of March 31, 2026 and March 31, 2025, accrued interest related to the Series A Notes was $370,922 and $272,342, respectively.

During the years ended March 31, 2026 and 2025, the Company recognized interest expense of $98,580 and $98,580, respectively.

The discount associated with the Series A Notes was fully amortized in prior years.

Series B Convertible Notes

The Company previously issued Series B Convertible Promissory Notes that bore interest at 12% per annum and were convertible into shares of the Company’s common stock pursuant to the terms of the note agreements.

During the year ended March 31, 2025, the Company redeemed the remaining principal balance of $22,009 through a cash payment of $25,342. As a result of the redemption, the Company recognized a gain on redemption of $8,320 during the year ended March 31, 2025.

As of March 31, 2026 and March 31, 2025, there was no outstanding principal balance related to the Series B Convertible Promissory Notes.

As of March 31, 2026 and March 31, 2025, accrued interest related to the Series B Convertible Promissory Notes was $88,881 and $88,881, respectively.

During the years ended March 31, 2026 and 2025, the Company recognized interest expense of $nil and $279, respectively.

Series C Convertible Notes

The Company’s Series C Convertible Promissory Notes bear interest at 15% per annum and are convertible into shares of the Company’s common stock pursuant to the terms of the applicable note agreements.

As of March 31, 2026, one Series C Note remained outstanding with an aggregate principal balance of $116,667 (March 31, 2025 – $175,000). The remaining note continues to be subject to the original conversion provisions of the applicable note agreement.

During the year ended March 31, 2026, the Company redeemed Series C Notes with a face value of $58,333 together with accrued interest of $18,670 for a cash payment of $77,003. No gain or loss was recognized on settlement of the host debt. The Company recognized a gain of $19,842 upon derecognition of the related derivative liability.

During the year ended March 31, 2026, there were no conversions of Series C Notes into common stock.

During the year ended March 31, 2025, Series C Notes with a face value of $1,487,700 and accrued interest of $237,230 were converted into 2,173,089 shares of common stock. As of March 31, 2025,577,644 shares were recognized as an obligation for shares to be issued relating to these conversions. The fair value of the common shares issued and to be issued was $2,431,178, based on the market price of the Company’s common stock on the respective conversion dates.

The total value of debt settled upon conversion was $2,234,232, consisting of the face value of notes converted, accrued interest of $237,230 and related derivative liabilities of $509,303. The Company recognized a loss on conversion of $196,945, representing the difference between the fair value of the shares issued and to be issued and the carrying value of the debt and related derivative liabilities settled.

During the year ended March 31, 2025, Series C Notes with a face value of $150,000 and accrued interest of $34,864 were redeemed for cash payments totaling $184,864. No gain or loss was recognized on redemption.

As of March 31, 2026 and March 31, 2025, accrued interest related to the Series C Notes was $49,340 and $53,188, respectively.

During the years ended March 31, 2026 and 2025, the Company recognized interest expense of $nil and $70,712, respectively.

During the years ended March 31, 2026 and 2025, the Company recognized accretion and amortization expense related to the Series C Notes of $nil and $1,267,668, respectively. As of March 31, 2026 and March 31, 2025, all debt discounts associated with the Series C Notes had been fully amortized.

Convertible Preferred Notes

The Company has issued unsecured preferred notes and convertible promissory notes to private investors. Certain notes bear fixed interest rates ranging from 8% to 20% per annum and contain conversion features that require the mutual consent of both the investor and the Company. As the conversion features are not solely within the control of the holder, the Company has not recognized derivative liabilities related to these conversion options.

The Company entered into a convertible preferred note financing on September 25, 2023 and issued a Preferred Note with a principal amount of $1,000,000. The Preferred Note bears interest at a fixed rate of 12% per annum, payable in cash monthly.

As of March 31, 2025, the outstanding principal balance of the Preferred Note was $1,000,000. During the year ended March 31, 2026, the Company made principal repayments in accordance with the terms of the note, and as of March 31, 2026, the Preferred Note had been fully repaid with no balance remaining outstanding.

The Company also issued a Preferred Note on October 25, 2023 in the principal amount of $250,000, bearing interest at a fixed rate of 12% per annum, payable in cash quarterly. During the year ended March 31, 2026, the Company repaid $100,000 of the principal balance in accordance with the terms of the note. As of March 31, 2026, the outstanding principal balance was $150,000 (March 31, 2025 - $250,000)

The Company issued a further Preferred Note in January 2024 for a principal amount of $114,303, bearing interest at a fixed rate of 8% per annum, payable in cash quarterly. As of March 31, 2026, the outstanding principal balance remained $114,303 (March 31, 2025 - $114,303).

During the year ended March 31, 2025, the Company issued $1,985,000 in unsecured convertible promissory notes to private investors: $100,000 of the notes matured on their six-month anniversary of issuance and bore interest at 20% per annum; $710,000 of the notes mature on their twenty-four month anniversary of issuance and bear interest at 10% per annum; and $1,175,000 of the notes mature on their eighteen-month anniversary of issuance and bear no interest. All of the notes contain conversion features that require the mutual consent of the investor and the Company, and as the conversion is not solely within the control of the holder, the Company did not recognize a derivative liability in connection with these conversion options. During the year ended March 31, 2026, the Company repaid in full the $100,000 note that matured on its six-month anniversary of issuance, together with all accrued interest thereon, the outstanding principal balance remained $1,885,000 ( March 31, 2025 $1,985,000)

During the year ended March 31, 2026, the Company issued $1,395,000 in unsecured convertible promissory notes to private investors. The notes bear interest at rates ranging from 10.0% to 12.0% per annum and mature between nine and twenty-four months from issuance. Specifically, $65,000 of the notes mature on their nine-month anniversary and bear interest at 10.0% per annum; $500,000 mature on their twenty-four month anniversary and bear interest at 12.0% per annum; $730,000 mature on their twenty-four month anniversary and bear interest at 10.0% per annum; and $100,000 mature on their twenty-four month anniversary and bear interest at 10.5% per annum.

The Company received gross proceeds of $1,395,000 from these issuances. In connection with the financings, the Company incurred financing fees of $46,500, resulting in net proceeds of $1,348,500. As the conversion features of these notes are not solely within the control of the holder, the Company did not recognize a derivative liability associated with the conversion options. As of March 31, 2026, the aggregate outstanding principal balance of these notes was $1,395,000.

The financing fees were capitalized as deferred financing costs and are presented as a reduction of the related debt balances in the consolidated balance sheet in accordance with ASC 835-30 and ASC 470-10. These costs are amortized over the contractual terms of the respective notes using a method that approximates the effective interest method. During the year ended March 31, 2026, the Company recognized amortization expense of $17,973 related to these deferred financing costs (2025 – $nil).

As of March 31, 2026 and March 31, 2025, accrued interest related to the Preferred Notes and convertible promissory notes was $56,309 and $36,163, respectively.

During the years ended March 31, 2026 and 2025, the Company recognized interest expense of $246,110 and $180,888, respectively.

Other Convertible Notes

On January 23, 2023, the Company issued a convertible preferred note with a principal amount of $2,000,000 to an accredited investor. The note bears interest at a fixed rate of 10% per annum and contains conversion features that become effective upon a qualified financing or upon mutual agreement of the Company and the noteholder. As the conversion feature is not solely within the control of the holder, the Company has not recognized a derivative liability related to the conversion option.

As of March 31, 2026 and March 31, 2025, the outstanding principal balance of the note was $2,000,000.

As of March 31, 2026 and March 31, 2025, the discount associated with the note was fully amortized.

Other Short-term loans and Promissory Notes

The Company maintains various debt arrangements, including promissory notes, a revolving financing facility, bridge loans and other financing arrangements.

As of March 31, 2026, the Company had the following principal balances outstanding:

As of March 31, 2026, accrued interest related to these arrangements totaled $311,033 (March 31, 2025, $196,837).

During the year ended March 31, 2026, the Company recognized interest expense of $729,912 (March 31, 2025, $698,028) related to these debt arrangements, including financing costs, accretion and facility charges. Deferred financing costs are recorded as a reduction of the related debt balances and amortized over the contractual terms of the respective arrangements.

6. TERM LOAN AND CREDIT AGREEMENT

Term Loan

On December 21, 2021, the Company entered into a Credit Agreement (the “Credit Agreement”) with SWK Funding LLC (the “Lender”), pursuant to which the Company borrowed approximately $12.4 million. The term loan matures on February 15, 2027 and bears interest at a variable rate equal to the applicable benchmark rate plus 10.5% per annum, subject to the terms of the Credit Agreement.

The loan is secured by substantially all of the Company’s assets, including certain intellectual property. Interest payments are payable quarterly in accordance with the terms of the Credit Agreement.

Pursuant to amendments negotiated with the Lender, principal repayments of $2.4 million ($600,000 per quarter) are scheduled during the final two years of the loan term. Accordingly, as of March 31, 2026, $14.68 million of the outstanding principal balance was classified as a current liability.

In November 2024, the Company entered into an amendment with the Lender pursuant to which it received additional term loan proceeds of approximately $635,000 and capitalized approximately $1.5 million of accrued interest into the outstanding principal balance. In connection with this amendment, the Company issued 600,000 warrants exercisable at $0.50 per share and agreed to increase the exit fee payable upon maturity of the facility. The Company also received waiver and forbearance relief relating to certain covenant defaults.

In December 2025, the Company entered into an additional forbearance agreement with the Lender and issued 120,000 warrants exercisable at $0.37 per share. Additionally, the Company issued 27,150 warrants exercisable at $2.21 per share in accordance with the terms of a previously executed warrant agreement. The warrants had an aggregate fair value of $38,078 and were recorded as additional debt discount.

During the year ended March 31, 2026, the Company made a scheduled principal repayment of $600,000 under the Credit Agreement.

As of March 31, 2026, the outstanding principal balance under the Credit Agreement was $15,270,932 (March 31, 2025 – $15,870,932). The related unamortized debt discount was $590,018 (March 31, 2025 – $1,199,372), resulting in a net carrying amount of $14,680,914 (March 31, 2025 – $14,671,560).

Debt discounts, including deferred financing costs, warrant-related discounts and other financing costs associated with the Credit Agreement, are amortized over the remaining term of the loan using the effective interest method. During the years ended March 31, 2026 and 2025, the Company recognized accretion and amortization expense of $647,433 and $356,778, respectively.

During the years ended March 31, 2026 and 2025, the Company recognized interest expense related to the Credit Agreement of $2,248,835 and $2,180,897, respectively.

As of March 31, 2026 and March 31, 2025, accrued interest payable related to the Credit Agreement was $677,310 and $404,621, respectively.

7. FEDERALLY GUARANTEED LOANS

Economic Injury Disaster Loan (“EIDL”)

In April 2020, the Company received $370,900 from the U.S. Small Business Administration (SBA) under the captioned program. The loan has a term of 30 years and an interest rate of 3.75% per annum, without the requirement for payment in its first 12 months. The Company may prepay the loan without penalty at will.

In May 2021, the Company received an additional $499,900 from the SBA under the same terms.

As of March 31, 2026, the Company recorded accrued interest of $nil for the EIDL loan (March 31, 2025: $Nil).

Interest expense on the above loan was $43,610 and $32,655 for the years ended March 31, 2026 and 2025, respectively.

8. DERIVATIVE LIABILITIES

The Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares instrument, for potential derivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument, treated as a derivative liability, and measured at fair value. A roll-forward of activity is presented below for the year ended March 31, 2026 and 2025:

The lattice methodology was used to value the derivative components, using the following assumptions:

In addition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as well as warrants that were issued in connection with the convertible notes (Note 5). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity.

The Monte-Carlo methodology was used to value the convertible note and warrant derivative components, using the following assumptions:

9. STOCKHOLDERS’ DEFICIENCY AND MEZZANINE EQUITY

(a)Authorized and Issued Stock

As at March 31, 2026, the Company is authorized to issue 125,000,000 (March 31, 2025 –125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2025 –10,000,000) shares of preferred stock ($0.001 par value),20,000 of which (March 31, 2025 –20,000) are designated shares of Series A preferred stock ($0.001 par value) and 600 (March 31, 2025 –600) are designated shares of Series B preferred stock ($0.001 par value).

At March 31, 2026, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 28,757,987 (2025 –26,241,967) shares; these were comprised of 28,597,315 (2025 –26,081,295) shares of common stock and 160,672 (2025 –160,672) exchangeable shares. At March 31, 2026, there were 201 Series A shares of Preferred Stock that were issued and outstanding (2025 –201), and there were 335 shares of Series B Preferred Stock that were issued and outstanding (March 31, 2024 –385). There is also one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement and outstanding as at March 31, 2026 and 2025.

(b) Series A Preferred Stock

The number of Series A Preferred Stock issued and outstanding as of March 31, 2026 and 2025 was 201 and 201.

The Series A Preferred Stock is junior to the Company’s existing undesignated preferred stock, and unless otherwise set forth in the applicable certificate of designations, shall be junior to any future issuance of preferred stock. The purchase price (the “Purchase Price”) for the Series A Preferred Stock to date has been $10,000 per share. Except as otherwise expressly required by law, the Series A Preferred Stock does not have voting rights and does not have any liquidation rights.

Preferred Stock Dividends

Dividends shall be paid at the rate of 12% per annum of the amount of the Series A Preferred Stockholder’s (the “Holder”) Purchase Price. Dividends shall be paid quarterly unless the Holder and the Company mutually agree to accrue and defer any such dividend.

Conversion

The Series A Preferred Stock is convertible into shares of common stock commencing 24 months after the issuance date of the Series A Preferred Stock. Upon which, on a monthly basis, up to 5% of the aggregate amount of the Purchase Price can be converted (subject to adjustment for changes in the Holder’s ownership of the underlying Series A Preferred Stock). The conversion price is equal to the greater of $.001 or a 15% discount to the volume-weighted average price (“VWAP”) of the Company’s common stock five Trading Days immediately prior to the conversion date (the “Conversion Rate). Additionally, subject to certain provisions, the Holder may exchange its Series A Preferred Stock into any common stock financing being conducted by the Company at a 15% discount to the pricing of that financing.

Other Adjustments and Rights

Company Redemption

The Company may redeem all or part of the outstanding Series A Preferred Stock after one year from the date of issuance by paying an amount equal to the aggregate Purchase Price paid, adjusted for any reduction in Series A Preferred Stock holdings, multiplied by 110% plus accrued dividends

(c) Series B Preferred Stock and Mezzanine Equity

On September 19, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor for the issuance of Series B Convertible Preferred Stock (the “Series B Preferred Stock”). Each share of Series B Preferred Stock has a stated value of $10,000. During the years ended March 31, 2025 and 2024, the Company issued an aggregate of 550 shares of Series B Preferred Stock and received net proceeds of approximately $4.6 million. No Series B Preferred Stock was issued during the year ended March 31, 2026.

The Series B Preferred Stock ranks senior to the Company’s common stock with respect to dividends, distributions and liquidation preferences. Holders are entitled to cumulative dividends at a rate of 8% per annum, payable in cash or common stock in accordance with the terms of the Certificate of Designations. The Series B Preferred Stock is convertible into shares of the Company’s common stock pursuant to the terms of the Certificate of Designations and is also subject to redemption provisions. The Company may redeem outstanding shares of Series B Preferred Stock at a price equal to 110% of the stated value plus accrued but unpaid dividends and other amounts due.

On April 1, 2024, the Company filed an Amended Certificate of Designations pursuant to which the Series B Preferred Stock became non-voting, except as otherwise required by law. All other material rights and preferences of the Series B Preferred Stock remained substantially unchanged.

The Company has determined that the Series B Preferred Stock should be classified as mezzanine equity in accordance with ASC 480,Distinguishing Liabilities from Equity. Certain embedded conversion and redemption features are accounted for separately as derivative liabilities and are remeasured to fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.

During the year ended March 31, 2026, the Company reduced the carrying value of mezzanine equity by $171,488 in connection with the conversion of 30 Series B Preferred shares into common stock and by $114,326 in connection with the redemption of 20 Series B Preferred shares. As a result of the conversion and redemption activity, the Company also reduced its accrued dividend liability by $121,945 and reduced the related derivative liabilities by $207,623.

Accrued dividends related to the Series B Preferred Stock, which are included within Accounts Payable and Accrued Liabilities in the accompanying consolidated balance sheets, were $876,256 and $297,915 as of March 31, 2026 and 2025, respectively.

As of March 31, 2026 and March 31, 2025,335 and 385 shares of Series B Preferred Stock were outstanding, respectively.

The carrying value of the Series B Preferred Stock classified as mezzanine equity was $1,714,476 and $2,000,290 as of March 31, 2026 and March 31, 2025, respectively.

A roll-forward of activity is presented below for the year ended March 31, 2026:

(d) Share issuances

Share issuances during the year ended March 31, 2026

During the three months and the year ended March 31, 2026, the Company issued 789,604 and 2,506,020 common shares to Series B preferred shareholders, respectively, in connection with Series B preferred share conversions.

During the year ended March 31, 2026, the Company issued 10,000 common shares for services received with a fair value of $3,770, which was recognized as a general and administrative expense with a corresponding credit to additional paid-in capital.

Share issuances during the year ended March 31, 2025

During the three months and the year ended March 31, 2025, the Company issuednil and 320,321 common shares to Series B preferred shareholders, respectively, in relation to shares to be issued obligation as of March 2024 for Series B preferred share conversions.

In October 2024, the Company issued 1,197,770 common shares on partial conversion of 25 shares of Series B Convertible Redeemable Preferred Stock, and a further 233,441 additional common shares required to complete its conversion obligation of a conversion of 25 shares of Series B Convertible Redeemable Preferred Stock that was triggered on July 11, 2024. During the three and nine months ended December 31, 2024, the Company issued another 1,431,181 and 2,867,448 common shares to Series B preferred shareholders for an additional request to convert 25 and 75 Series B preferred shares, respectively. In addition, during the year ended March 31, 2025, the Company issued 616,666 common shares for services received with a fair value of $292,596, which was recognized as a general and administrative expense with a corresponding credit to additional paid-in capital. During that same period, the Company issued 100,000 shares of common stock valued at $26,000 to a consultant as part of agreed contract remuneration In addition, the Company issued 480,000 common shares to an executive as part of a bonus compensation arrangement. The shares were issued in settlement of previously accrued bonus liabilities, with a total fair value of $206,400 recognized in the financial statements. During the year ended March 31, 2025, convertible notes with a face value of $1,487,700 were converted into 2,173,089 common shares. The fair value of common shares issued during the year ended March 31, 2025, is $2,431,178, and is determined based on market price upon conversion. Total value of debt settled is in the amount of $2,234,232, which consisted of the face value of notes converted, accrued interest of $237,230, and relevant derivative liability of $509,303. The Company recognized a loss upon conversion of $196,945, representing the difference between the value of debt settled and fair value of shares issued and to be issued. (Note 5).

During the year ended March 31, 2025, $6,104,444 of Series A Preferred Stock (face value) and $1,071,542 relevant accrued dividend were converted into 8,952,170 common shares. The conversion was accounted as an extinguishment and the difference between the total carrying value of the preferred shares converted, derivative liabilities derecognized and unpaid dividend at the time of conversion($7,984,463), and the fair value of the common shares issued($11,039,142) was $3,054,680 and was recognized as deemed dividend expense.

The Company issued 1,000,413 common shares in settlement of $741,316 in amount due to a shareholder which was part of the accounts payable. The Company recognized a loss upon debt extinguishment of $249,093, which was the difference between the accounts payable settled and the fair value of common shares issued. The loss was included as part of the other income (expense) in the Condensed Consolidated Statement of Operations and Comprehensive Loss.

The Company issued 97,811 common shares for net proceeds of $125,227 pursuant to a registration statement filed on May 15, 2024.

The Company issued 716,666 shares pursuant to the services provided by consultant (236,666 shares) and a director of the Company (480,000), and the fair of those shares were determined by using market value relative to the issuance.

(e) Shares to be issued

Activity during the year ended March 31, 2026

As of March 31, 2026, the Companyhas 424,216 outstanding shares remaining to be issued to Series B preference shareholders in relation to November 2025 notice for conversion of 25 preferred shares.

Activity during the year ended March 31, 2025

During the year ended March 31, 2025, the Company issued 320,321 common shares to Series B preferred shareholders in relation to shares to be issued obligation as of March 31, 2024, for Series B preferred share conversions.

During the year ended March 31, 2025, Series C Notes with a face value of $1,487,700, were converted into 2,173,089 common shares, respectively. As of March 31, 2025,577,644 shares are recognized as an obligation for shares to be issued relating to the conversion.

(f) Warrant issuances, exercises and other activity

Warrant issuances during the year ended March 31, 2026

In December 2025, the Company issued 120,000 warrants to its term lender in connection with a forbearance agreement dated December 12, 2025, with an exercise price of $0.37 per share. During the same month, the Company also issued 27,150 additional warrants with an exercise price of $2.21 per share pursuant to the terms of a previously executed warrant agreement. The warrants had an aggregate fair value of $38,078, determined using the Black-Scholes option pricing model. The 120,000 warrants were valued using an expected life of 7.0 years, a risk-free interest rate of 3.95%, and expected volatility of 103.07%. The 27,150 warrants were valued using an expected life of 4.65 years, a risk-free interest rate of 3.94%, and expected volatility of 103.07%.

Warrant issuances during the year ended March 31, 2025

During the year ended March 31, 2025, the Company issued a 1,200,000 warrant to its executive against the stock options from the Company’s 2018 Equity Incentive Plan, with exercise price of 0.43. The Company recorded stock based compensation of $422,456 under selling, general and administrative expenses with corresponding credit to additional paid in capital.

In November 2024, the Company issued 600,000,7-year share warrants to the term lender with a strike price of $0.50 per share with the fair value of 152,184 against an additional transaction with its term lender. The Company increased the liability with corresponding credit to additional paid in Capital.

Warrant issuances, exercises and expirations or cancellations during the fiscal years ended March 31, 2026 and 2025 as follows:

Warrant activity during the years ended March 31, 2026 and 2025 is indicated below:

(g) Stock based compensation

2016 Equity Incentive Plan

On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock based awards.

The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan shall be equal to 1,241,422 shares ; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 20% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase.

During the year ended March 31, 2026, the Company grantedno stock options. During the year ended March 31, 2025, the Company granted 2,836,176 stock options with a weighted average grant date exercise price of $0.5.The Company recorded stock based compensation of $25,632 (2025: $1,461,698) under selling, general and administrative expenses with corresponding credit to additional paid in capital. The stock based compensation expense recognized during the period relates to unvested stock options granted in prior periods.

As of March 31, 2026, options outstanding were 3,048,663 with the weighted average exercise price of $1.14.

The following table summarizes the stock option activities during the fiscal year ended March 31, 2026:

The following table summarizes the stock option activities during the fiscal year ended March 31, 2025:

The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31**:**

2023 Equity Incentive Plan and the Employee Stock Purchase Plans

On March 31, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). An aggregate of 5,000,000 shares of the Company’s common stock (the “Common Stock”), plus the number of shares available for issuance under the Company’s 2016 Equity Incentive Plan that had not been made subject to outstanding awards, were reserved for issuance under the 2023 Plan. Unless earlier terminated by the Board, the 2023 Plan will remain in effect until all Common Stock reserved for issuance has been issued, provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date of the 2023 Plan.

The Company also adopted the Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees of the Company and the Company’s designated subsidiaries the ability to purchase shares of the Company’s Common Stock at a discount, subject to various limitations. Under the ESPP, employees will be granted the right to purchase Common Stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator (the “Administrator”). In no event can any single offering period be longer than 27 months. The purchase price (the “Purchase Price”) for each offering will be established by the Administrator. With respect to an offering under Section 423 of the Internal Revenue Code of 1986 (“Section 423 Offering”), in no case may such Purchase Price be less than the lesser of (i) an amount equal to 85 percent of the fair market value on the commencement date, or (ii) an amount not less than 85 percent of the fair market value the on the purchase date. In the event of financial hardship, an employee may withdraw from the ESPP by providing a request at least 20 Business Days before the end of the offering period (the “Offering Period”). Otherwise, the employee will be deemed to have exercised the purchase right in full as of such exercise date. Upon exercise, the employee will purchase the number of whole shares that the participant’s accumulated payroll deductions will buy at the Purchase Price. If an employee wants to decrease the rate of contribution, the employee must make a request at least 20 Business Days before the end of an Offering Period (or such earlier date as determined by the Administrator). An employee may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by the participant.

10. INCOME TAXES

Income taxes

The provision for income taxes differs from that computed at combined corporate tax rate of approximately 26% as follows:

Income before income taxes

The components of loss before income taxes by tax jurisdiction were as follows:

Income tax expense (benefit)

The provision (benefit) for income taxes differs from the amount computed by applying the Company’s combined federal and state statutory income tax rate of approximately 26% to loss before income taxes as follows:

Deferred tax assets

As of March 31, 2026 and 2025, the Company decided that a valuation allowance relating to the above deferred tax assets of the Company was necessary, largely based on the negative evidence represented by losses incurred and a determination that it is not more likely than not to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded to offset deferred tax assets.

As of March 31, 2026 and 2025, the Company has approximately $75,193,358 and $73,379,434, respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2035 to 2039.

As of March 31, 2026, and 2025 the Company was not subject to any uncertain tax positions.

11. COMMITMENTS AND CONTINGENCIES

There are no claims against the Company that were assessed as significant, which were outstanding as at March 31, 2026 and, consequently, no provision for such has been recognized in the consolidated financial statements.

12. OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS

The Company has one operating lease primarily for office and administration.

During December 2021, the Company entered into a new lease agreement. The Company paid $85,000 deposit that would be returned at the end of the lease. In December 2022, the Company started a new lease with an additional suite in the same premise as the existing lease.

When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate. The weighted-average-rate applied is 11.4%.

The operating lease expense was $627,728 for the year ended March 31, 2026 (2025: $587,045) and included in the selling, general and administrative expenses. Operating cash flows from operating leases amounted to $604,779 and $587,164 during the years ended March 31, 2026 and March 31, 2025, respectively.

The following table represents the contractual undiscounted cash flows for lease obligations as at March 31, 2026:

13. PROPERTY AND EQUIPMENT

Property and equipment consists of leasehold improvements and office equipment, which are depreciated using the straight-line method over their estimated useful lives of five years.

No property and equipment additions were made during the years ended March 31, 2026 and 2025.

Depreciation expense for the years ended March 31, 2026 and 2025 was $5,953 and $5,953, respectively.

14. SUBSEQUENT EVENTS

During the period from April 1 to July 14, 2026, the following events occurred: